News & Events

Entry into a Material Definitive Agreement. Sixth Amendment to Credit Agreement On May 20, 2026, BKV Corporation (“BKV”), BKV Upstream Midstream, LLC, a Delaware limited liability company (“BKV Upstream Midstream”), and certain of BKV Upstream Midstream’s subsidiaries, as guarantors, entered into a Sixth Amendment to Credit Agreement (the “Sixth Amendment”) with Citibank, N.A., as administrative agent, and the Lenders (as defined in the Sixth Amendment) party thereto. The Sixth Amendment amen…

Results of Operations and Financial Condition. Attached as Exhibit 99.1 is the registrant’s earnings release for the first quarter of 2026, issued May 7, 2026 . This release is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as otherwi…

Entry into a Material Definitive Agreement. Underwriting Agreement On March 10, 2026, BKV Corporation, a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, Bedrock Energy Partners, LLC, as the selling stockholder (the “selling stockholder”), and RBC Capital Markets, LLC, as the sole underwriter (the “Underwriter”), providing for the offer and sale by the Company and the selling stockholder (the “Offering”), and…

Results of Operations and Financial Condition. Attached as Exhibit 99.1 is the registrant’s earnings release for the fourth quarter of 2025, issued February 25, 2026 . This release is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 19, 2026, the Board of Directors (the “Board”) of BKV Corporation (the “Company”) approved the annual performance-based bonus earned for 2025 by each of the Company’s named executive officers (each, an “NEO”). As indicated in footnote (4) to the Summary Compensation Table contained in the information statement on Schedule 14C (File No.…

Regulation FD Disclosure. On January 30, 2026, BKV issued a press release announcing the Closing. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act, or the Exchange…

Amended and Restated Limited Liability Company Agreement At Closing, BKV and BPPUS entered into an Amended and Restated Limited Liability Company Agreement (the “A&R LLCA”), dated January 30, 2026, which governs the BKV-BPP Power Joint Venture to, among other things, (i) expand the purpose and powers of the BKV-BPP Power Joint Venture to pursue additional strategic initiatives, (ii) provide that BKV is entitled to appoint a majority of the Board of Directors of BKV-BPP Power Joint Venture (th…

Unregistered Sales of Equity Securities. Pursuant to the terms of the Purchase Agreement, at the Closing, BKV issued the 5,315,390 shares of BKV common stock comprising the Stock Consideration. The Stock Consideration was issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions set forth in Section 4(a)(2) thereof.

Completion of Acquisition or Disposition of Assets. The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. The BKV-BPP Power Joint Venture is an existing joint venture between BKV and BPPUS that owns two modern combined cycle gas and steam turbine power plants located in the ERCOT North Zone in Temple, Texas. Following the Closing, the BKV-BPP Power Joint Venture is owned 75% by BKV and 25% by BPPUS. BKV will consolidate the f…

Other Events. On December 18, 2025, BKV Corporation (the “Company”) announced that its Board of Directors (the “Board”) authorized a two-year share repurchase program pursuant to which the Company may repurchase from time to time shares of its common stock, par value $0.01 per share (“Common Stock”), for an aggregate purchase price of up to $100 million through open market purchases, block trades, 10b5-1 plans, or by means of privately negotiated purchases, in each case subject to compliance…

Entry into a Material Definitive Agreement. Underwriting Agreement On December 1, 2025, BKV Corporation, a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company and Citigroup Global Markets Inc., Barclays Capital Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”), providing for the offer and sale by the Company (the “Offering”), and th…

Results of Operations and Financial Condition. Attached as Exhibit 99.1 is the registrant’s earnings release for the third quarter of 2025, issued November 10, 2025 . This release is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as o…

The issuance of the Stock Consideration under the Purchase Agreement will be undertaken in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof.

Entry into a Material Definitive Agreement. Fourth Amendment to Credit Agreement On October 27, 2025, BKV Corporation (“BKV”), BKV Upstream Midstream, LLC, a Delaware limited liability company (“BKV Upstream Midstream”), and certain of BKV Upstream Midstream’s subsidiaries, as guarantors, entered into a Fourth Amendment to Credit Agreement (the “Fourth Amendment”) with Citibank, N.A., as administrative agent, and the Lenders (as defined in the Fourth Amendment) party thereto. The Fourth Amend…

that is required to be disclosed solely by Regulation FD. Additional Information and Where You Can Find It This Current Report on Form 8-K does not constitute a solicitation of any vote or approval with respect to the potential Transaction or issuance of the Stock Consideration at the Closing thereof. In connection with the potential Transaction, BKV expects to file the Information Statement and other documents with the SEC. INVESTORS AND STOCKHOLDERS OF BKV ARE ADVISED TO CAREFULLY READ ANY…

Entry into a Material Definitive Agreement. Notes Indenture On September 26, 2025, BKV Upstream Midstream, LLC, a Delaware limited liability company (“BKV Upstream Midstream” or the “Issuer”), issued $500,000,000 in aggregate principal amount of 7.500% senior unsecured notes due 2030 (the “Notes”), pursuant to an indenture, dated September 26, 2025 (the “Indenture”), by and among the Issuer, BKV Corporation (“BKV”), certain other subsidiary guarantors party thereto and U.S. Bank Trust Company…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information required by

Unregistered Sales of Equity Securities. Pursuant to the terms of the Purchase Agreement, at the Closing, BKV issued the 5,233,957 shares of Common Stock comprising the Stock Consideration. The Stock Consideration was issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions set forth in Section 4(a)(2) thereof.

of this Current Report, the Issuer, Bedrock Production, LLC, a Texas limited liability company (the “Target”), the Target’s subsidiaries and the Trustee entered into the First Supplemental Indenture, dated September 29, 2025 (the “Supplemental Indenture”), pursuant to which the Target and its subsidiaries agreed to unconditionally guarantee all of the Issuer’s obligations under the Notes and the Indenture. Interest and Maturity . Interest on the Notes accrues at a rate of 7.500% per annum and…

Entry into a Material Definitive Agreement. On September 22, 2025, BKV, BKV Upstream Midstream, and certain of BKV Upstream Midstream’s subsidiaries, as guarantors, entered into a Third Amendment to Credit Agreement (the “Third Amendment”) with Citibank, N.A., as administrative agent, and the Lenders (as defined in the Third Amendment) party thereto. The Third Amendment amends BKV Upstream Midstream’s reserve-based lending agreement dated as of June 11, 2024 (as amended, supplemented, or othe…

by reference. On September 22, 2025, in connection with the Notes Offering, BKV provided certain updated disclosures to potential investors relating to the Bedrock Acquisition, the RBL Credit Agreement Amendment, the Notes Offering and the use of proceeds therefrom (collectively, the “Transactions”): · After giving effect to the Transactions, for the six months ended June 30, 2025, BKV’s net daily production would have averaged 899 MMcfe/d, consisting of approximately 77% natural gas and appr…

Results of Operations and Financial Condition. This Current Report on Form 8-K provides (i) pro forma statements of operations of BKV for the year ended December 31, 2024 and the six months ended June 30, 2025, giving effect to the Bedrock Acquisition as if such transaction had been consummated on January 1, 2024 and (ii) a pro forma balance sheet of BKV as of June 30, 2025, giving effect to the Bedrock Acquisition as if such transaction had been consummated on June 30, 2025, as each such pro…

Results of Operations and Financial Condition. Attached as Exhibit 99.1 is the registrant’s earnings release for the second quarter of 2025, issued August 12, 2025. This release is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as oth…

Entry into a Material Definitive Agreement. Bedrock Purchase Agreement On August 7, 2025, BKV Upstream Midstream, LLC, a Delaware limited liability company (“Purchaser”) and, solely for certain limited purposes set forth therein, BKV Corporation (“BKV” and, together with Purchaser, the “Purchaser Parties”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Bedrock Energy Partners, LLC, a Delaware limited liability company (“Seller”) and certain of its subsid…

The issuance of the Stock Consideration under the Purchase Agreement will be undertaken in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof.