BKV amends reserve-based credit agreement

BKV Corporation filed a Form 8-K describing a Sixth Amendment to its reserve-based lending credit agreement.

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Form Type

8-K

Rhea-AI Filing Summary

BKV Corporation filed a Form 8-K describing a Sixth Amendment to its reserve-based lending credit agreement. On May 20, 2026, BKV, its subsidiary BKV Upstream Midstream, LLC, and certain of that subsidiary’s guarantor affiliates entered into this amendment with Citibank, N.A. as administrative agent and the participating lenders.

The amendment modifies the existing reserve-based lending agreement originally dated June 11, 2024, under which BKV Upstream Midstream is the borrower and BKV is a guarantor. Detailed terms of the changes are contained in the full Sixth Amendment, which is filed as Exhibit 10.1 and incorporated by reference.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Terms

Sixth Amendment to Credit Agreement, reserve-based lending agreement, administrative agent, emerging growth company

4 terms

Sixth Amendment to Credit Agreement financial

"entered into a Sixth Amendment to Credit Agreement (the “Sixth Amendment”) with Citibank"

reserve-based lending agreement financial

"amends BKV Upstream Midstream’s reserve-based lending agreement dated as of June 11, 2024"

A reserve-based lending agreement is a loan where the lender uses a company’s proven oil and gas reserves as collateral and sets borrowing limits based on the estimated value and expected production of those reserves. It matters to investors because it provides companies with flexible cash tied to the health of their resource base—like a home equity line that shrinks or grows with your house value—affecting liquidity, debt risk, and the ability to fund operations or development.

administrative agent financial

"Citibank, N.A., as administrative agent, and the Lenders"

An administrative agent is a bank or financial firm appointed to handle the day-to-day paperwork and communication for a group of lenders on a loan or credit agreement, acting as the central point for collecting payments, distributing funds, monitoring covenants, and sharing information. For investors, the administrative agent matters because it influences how quickly lenders receive updates, how smoothly repayments and waivers are handled, and how effectively the lending group enforces terms — think of it as a property manager coordinating tasks for multiple owners.

emerging growth company regulatory

"Emerging growth company x x Sixth Amendment to Credit Agreement"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BKV (BKV) disclose in this Form 8-K?

BKV Corporation disclosed that it entered into a Sixth Amendment to its reserve-based lending credit agreement. The amendment involves BKV, BKV Upstream Midstream, certain guarantor subsidiaries, Citibank as administrative agent, and the lenders, with detailed terms provided in Exhibit 10.1.

Who are the main parties to BKV’s Sixth Amendment to the Credit Agreement?

The main parties are BKV Corporation as guarantor, BKV Upstream Midstream, LLC as borrower, certain BKV Upstream Midstream subsidiaries as guarantors, Citibank, N.A. as administrative agent, and the lenders identified in the amendment. This structure reflects how the company and its affiliates support the lending facility.

When was BKV’s Sixth Amendment to the Credit Agreement executed?

The Sixth Amendment to the Credit Agreement was executed on May 20, 2026. This date aligns with BKV Corporation’s Form 8-K disclosure and marks when the company and its lending group formally agreed to modify the existing reserve-based lending arrangement.

What existing agreement does BKV’s Sixth Amendment modify?

The Sixth Amendment modifies BKV Upstream Midstream’s reserve-based lending agreement dated June 11, 2024. That agreement names BKV Corporation as guarantor, BKV Upstream Midstream as borrower, Citibank, N.A. as administrative agent, and various lenders, and the amendment updates those prior terms.

Where can investors find the full text of BKV’s Sixth Amendment?

The full text of the Sixth Amendment is filed as Exhibit 10.1 to the Form 8-K. BKV Corporation states that its brief description is qualified entirely by this exhibit, which is incorporated by reference and contains the complete legal and financial terms.

Does BKV (BKV) qualify as an emerging growth company in this filing?

Yes, BKV Corporation indicates emerging growth company status in the Form 8-K. This designation relates to certain scaled disclosure and regulatory accommodations available under the securities laws, which can affect reporting obligations and some governance and auditing requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 04:28 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 20, 2026

BKV CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-42282

85-0886382

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1200 17th Street, Suite 2100

Denver, Colorado

80202

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (720) 375-9680

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		BKV		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 1.01.

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 amends BKV Upstream Midstream’s reserve-based lending agreement dated as of June 11, 2024 (as amended, supplemented, or otherwise modified, the “RBL Credit Agreement”), among BKV, as guarantor, BKV Upstream Midstream, as borrower, Citibank, N.A., as administrative agent, and the lenders from time to time party thereto.

The Sixth Amendment amends the RBL Credit Agreement to, among other things:

increase the maximum permitted net leverage ratio for certain restricted payments with respect to its equity interests (i) from a range of 2.00 ‒ 1.00 to a range of 2.25 ‒ 1.00 for restricted payments calculated based on distributable free cash flow and (ii) from a range of 1.75 ‒ 1.00 to a range of 2.00 ‒ 1.00 for additional restricted payments, in each case based on specified levels of undrawn lender commitments under the RBL Credit Agreement;

increase the maximum permitted net leverage ratio for certain voluntary debt prepayments and redemptions (i) from a range of 2.00 ‒ 1.00 to a range of 2.25 ‒ 1.00 for debt prepayments and redemptions calculated based on distributable free cash flow and (ii) from a range of 1.75 ‒ 1.00 to a range of 2.00 ‒ 1.00 for additional prepayments and redemptions, in each case based on specified levels of undrawn lender commitments under the RBL Credit Agreement; and

increase the maximum permitted net leverage ratio for certain permitted investments (i) from a range of 2.00 ‒ 1.00 to a range of 2.25 ‒ 1.00 for permitted investments calculated based on distributable free cash flow and (ii) from a range of 1.75 ‒ 1.00 to a range of 2.00 ‒ 1.00 for additional permitted investments, in each case based on specified levels of undrawn lender commitments under the RBL Credit Agreement.

The foregoing description of the Sixth Amendment is qualified in its entirety by the full text of the Sixth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Sixth Amendment to Credit Agreement, dated as of May 20, 2026, among BKV Corporation, as guarantor, BKV Upstream Midstream, LLC, as borrower, certain subsidiaries of BKV Upstream Midstream, LLC, as guarantors, Citibank, N.A., as administrative agent, and the lenders party thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		BKV Corporation

May 22, 2026	By:	/s/ David R. Tameron
		David R. Tameron
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 80.7 KB