BKV Corp. SEC Filings

BKV Corporation is seeking stockholder approval by written consent for a related-party transaction to increase its stake in BKV‑BPP Power, LLC, which owns two large gas‑fired power plants in Texas. Under a Purchase Agreement with Banpu Power US Corporation, BKV will acquire half of BPPUS’s interest so the joint venture will be owned 75% by BKV and 25% by BPPUS.

The purchase price is based on $376.0 million minus 25% of the Power JV’s net debt at closing, paid 50% in cash and 50% in BKV common stock. Using net debt as of September 30, 2025, BKV estimates issuing about 5,309,105 shares, which would dilute existing holders and increase Banpu’s beneficial ownership from roughly 66% to about 68%.

BKV plans to fund the cash portion with cash on hand and net proceeds of about $170.3 million from a recent offering of 6,900,000 shares. A special committee of independent directors, advised by Moelis & Company LLC, reviewed and approved the deal, which also requires approval from disinterested Banpu Power shareholders in Thailand and certain regulatory and contractual closing conditions.

BKV Corporation disclosed that its board has authorized a two-year share repurchase program allowing the company to buy back up to $100 million of its common stock. Repurchases may be made through open market purchases, block trades, Rule 10b5-1 plans or privately negotiated transactions, subject to applicable securities law requirements.

Management will determine the timing and total amount of any repurchases based on factors such as market conditions, stock price, liquidity needs, regulatory requirements and other considerations. The program does not require BKV to repurchase a specific number of shares and can be suspended, modified or discontinued at any time by the board. Buybacks are expected to be funded with available cash or borrowings under the company’s existing reserve-based lending agreement.

BKV Corporation announced that it has closed an underwritten public offering of 6,900,000 shares of its common stock. The company disclosed this event through a current report and attached a press release as an exhibit describing the equity offering. The disclosure is furnished under a regulation disclosure item, meaning it is being shared for informational purposes rather than as part of the company’s financial statements.

BKV Corporation completed a public offering of 6,900,000 shares of its common stock, including full exercise of the underwriters’ option, at a price to the public of $26.00 per share. After underwriting discounts, commissions and related expenses, the company received net proceeds of about $170.3 million. BKV plans to use these funds, together with cash on hand, to pay the cash portion of the purchase price for its previously announced acquisition of a controlling interest in BKV-BPP Power, LLC and related expenses. If that transaction does not close, the company expects to use the proceeds for general corporate purposes.

BKV Corporation is offering 6,000,000 shares of common stock at $26.00 per share, generating approximately $148.0 million in net proceeds (or about $170.3 million if the underwriters fully exercise their 900,000-share option).

The company plans to use the proceeds, together with cash on hand, to fund the 50% cash portion of the purchase price for increasing its stake in the BKV-BPP Power Joint Venture, which would bring BKV’s ownership in the Temple, Texas gas-fired power plants to 75% and imply about 1.25 gigawatts of capacity. If that transaction is not completed, the funds may be used for general corporate purposes.

Recent moves include the Bedrock acquisition, adding roughly 99,000 net acres, significant reserves and new drilling and refrac locations, and a $500.0 million 7.50% senior notes due 2030 issuance used partly to repay RBL borrowings and fund Bedrock. BKV also wrote off about $5.6 million related to a paused ERP implementation. The filing highlights risks around market volatility, related-party aspects of the power joint venture with Banpu affiliates, potential dilution, control by Banpu, and possible limitations on tax loss usage.

BKV Corporation reported that it has launched an underwritten public offering of 6,000,000 shares of its common stock. The company later announced that the offering was priced at a public offering price of $26.00 per share.

BKV has also granted the underwriters a 30‑day option to purchase up to an additional 900,000 shares of common stock at the same public offering price, less underwriting discounts and commissions. These details were disclosed via two press releases that are included as exhibits to this report.

BKV Corp reported an insider equity transaction on a Form 4 involving one officer, identified as SVP, dCarbon Ventures. On 08/15/2025, this officer acquired 7,469 shares of BKV Corp common stock at a price of $0 per share. Following this transaction, the officer beneficially owned a total of 80,667 shares of common stock, held as a direct ownership position. The filing is made by a single reporting person and includes no derivative securities activity.

BKV Corporation has filed Amendment No. 1 to its shelf registration statement, covering up to $1,000,000,000 of securities and the resale of up to 63,877,614 shares of common stock by a selling stockholder. The amendment primarily updates the list of documents incorporated by reference and refreshes auditor and expert consents, with no other changes to the prior filing.

The shelf allows BKV to issue common stock, preferred stock, rights, debt securities, guarantees, warrants and units over time, while the selling stockholder, Banpu North America Corporation, may resell its BKV shares from time to time. BKV will receive proceeds only from its own primary offerings and not from the selling stockholder’s resales. As of September 18, 2025, there were 84,726,220 shares of common stock outstanding.

BKV Corporation announced that it has posted unaudited consolidating financial information for its wholly owned subsidiary, BKV Upstream Midstream, LLC, on its website. The information is available under the Investors section by selecting Financial Info and then Consolidating Statements. BKV also stated that it plans to use its website to provide updated consolidating financial information in future quarters and may not separately furnish similar reports each time. The materials, including any investor presentation and consolidating statements, are being furnished rather than filed and therefore are not subject to certain liabilities under federal securities laws unless expressly incorporated into another filing.