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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): October
2, 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.
| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 2, 2026, a wholly owned subsidiary of BKV Corporation (“BKV”
or the “Company”) entered into an equipment supply contract (the “Supply Contract”) with a Tier 1 supplier (the "Supplier") for the purchase of power generation equipment, including two turbines, certain balance of plant equipment and
related services (collectively, the “Equipment”), for the Company’s prospective power generation project in Texas.
Under the Supply Contract, the Supplier will supply and
deliver the Equipment between September 2028 and May 2029 for an aggregate purchase price of approximately $800.0 million (the “Contract
Price”). $80.0 million in reservation fees previously paid by the Company are credited against the Contract Price. The remainder
of the Contract Price is payable in installments from October 2026 through December 2028. Inclusive of the $80.0 million reservation
fee credit, approximately $200.0 million of the Contract Price is due on or before March 31, 2027. Approximately 90% of the portion of
the Contract Price due on or before March 31, 2027 is covered by way of a backstop agreement with a leading investment grade hyperscaler.
This hyperscaler is also the intended offtaker for the Company’s prospective power generation project. If we have not reached mutually
agreeable offtake arrangements by March 31, 2027, then BKV may at such time terminate the Supply Contract for convenience and have
no further payment obligations thereunder.
The foregoing description of the Supply Contract
does not purport to be complete and is qualified in its entirety by reference to the full text of the Supply Contract, a copy of which
will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2026.
| Item 7.01. |
Regulation FD Disclosure. |
On October 7, 2026, BKV issued a press
release announcing the entry into the Supply Contract. 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 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, or the Exchange Act, except as otherwise expressly
stated in such filing.
Forward-Looking Statements
The information in this Current Report on
Form 8-K includes “forward-looking statements” within the meaning of the federal securities laws, including statements
regarding the delivery timelines for the Equipment under the Supply Contract, the timing and amount of payments under the Supply
Contract, the performance of the Supplier under the Supply Contract, and the Company’s ability to enter into power offtake
arrangements for its prospective power generation project by March 31, 2027, in each case as described above. Forward-looking
statements, which are not historical facts, include statements regarding BKV’s strategy, future operations, financial
position, estimated revenue and losses, projected costs, prospects, plans and objectives of management, and often contain words such
as “expect,” “project,” “estimate,” “believe,” “anticipate,”
“intend,” “budget,” “plan,” “seek,” “aspire,” “envision,”
“forecast,” “target,” “predict,” “may,” “should,” “would,”
“could,” “will,” the negative of these terms and similar expressions, which are intended to identify
forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking
statements include, but are not limited to, statements about guidance, projected or forecasted financial and operating results,
future liquidity, leverage, results in certain basins, objectives, project timing, expectations and intentions, regulatory and
governmental actions and other statements that are not historical facts. Forward-looking statements are based on management’s
current views and assumptions. Although we believe our estimates and assumptions to be reasonable, they are inherently uncertain and
involve a number of risks and uncertainties that are beyond our control and are difficult to predict. In addition,
management’s assumptions about future events may prove to be inaccurate. As a result, actual results could differ materially
from those indicated in these forward-looking statements. When considering these forward-looking statements, you should keep in mind
the risk factors and other cautionary statements discussed in BKV’s filings with the Securities and Exchange Commission (the
“SEC”), including the risks and uncertainties addressed under the headings “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in BKV’s most recent Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and in BKV’s other filings with the SEC. BKV undertakes no obligation and does not intend to update these
forward-looking statements to reflect events or circumstances occurring after this Current Report. You are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date of this Current Report.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| |
|
|
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated October 7, 2026. |
| 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 |
| |
|
|
October 7, 2026 |
By: |
/s/ David R.
Tameron |
| |
|
David R. Tameron |
| |
|
Chief Financial Officer |
Exhibit 99.1
BKV Announces Power Generation Equipment Supply
Contract Backed by Agreement with a Leading Investment-Grade Hyperscaler
DENVER – (October 7, 2026) –
BKV Corporation (“BKV” or the “Company”) (NYSE: BKV) today announced that a wholly owned subsidiary of BKV has
executed an equipment supply contract with a Tier 1 Supplier for the purchase of natural gas-fired power generation equipment for the
Company’s prospective power generation project in Texas. BKV also announced a backstop agreement with a leading investment-grade
hyperscaler, under which the hyperscaler has agreed to reimburse a portion of BKV’s costs associated with the equipment and related
project work. This investment grade hyperscaler is also the intended off-taker for the prospective power generation project.
The
backstop agreement supports BKV’s procurement of certain long-lead-time equipment including gas turbines, reheat steam turbines,
reheat heat recovery steam generators and a plant distributed control system, along with related auxiliary equipment and services. If
BKV and the investment grade hyperscaler have not reached mutually agreeable offtake arrangements by March 31, 2027, BKV may terminate
the equipment supply contract at such time and have no further payment obligations thereunder. The
backstop agreement covers approximately 90% of the payments owed by BKV through
March 31, 2027 under the equipment supply contract. This supports BKV’s power growth strategy and closed-loop platform spanning
natural gas production, power generation and carbon capture.
The equipment supply contract provides that the
supplier will supply approximately 1,200 megawatts of power generation equipment, with deliveries beginning in September 2028.
“Securing long-lead-time generation equipment
is an important step in advancing power projects on the scale and timelines customers require and is consistent with our disciplined approach
to capital deployment” said Chris Kalnin, Chief Executive Officer of BKV Corporation.
About BKV Corporation
BKV Corporation
(NYSE: BKV) is a forward-thinking, growth-driven energy company focused on the sustainable development and delivery of low-carbon energy
solutions and baseload power. As the largest natural gas producer by gross operated volume in the Barnett Shale, BKV is strategically
expanding an end-to-end value chain that leverages its assets in upstream production, midstream infrastructure, natural gas-fired power
generation and carbon capture, utilization and storage (CCUS). Through this innovative, closed-loop approach, BKV solves customers’
toughest energy challenges, meeting growing power demand and enabling sustainable growth for the future. Headquartered in Denver, Colorado,
BKV is committed to driving long-term, risk adjusted shareholder value by optimizing and scaling our closed-loop energy platform for
a carbon neutral future. For more information, visit the BKV website at www.bkv.com.
Forward Looking Statements
The information in this press release includes
“forward-looking statements” within the meaning of the federal securities laws, including statements regarding the delivery
timelines for the equipment under the supply contract, the timing and amount of payments under the supply contract, performance of the
equipment being acquired under the supply contract, the performance of the Supplier under the supply contract, and the Company’s
ability to enter into power offtake arrangements for its prospective power generation project by March 31, 2027, in each case as
described above. Forward-looking statements, which are not historical facts, include statements regarding BKV’s strategy, future
operations, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management, and often
contain words such as “expect,” “project,” “estimate,” “believe,” “anticipate,”
“intend,” “budget,” “plan,” “seek,” “aspire,” “envision,” “forecast,”
“target,” “predict,” “may,” “should,” “would,” “could,” “will,”
the negative of these terms and similar expressions, which are intended to identify forward-looking statements, although not all forward-looking
statements contain such identifying words. Such forward-looking statements include, but are not limited to, statements about guidance,
projected or forecasted financial and operating results, future liquidity, leverage, results in certain basins, objectives, project timing,
expectations and intentions, regulatory and governmental actions and other statements that are not historical facts. Forward-looking statements
are based on management’s current views and assumptions. Although we believe our estimates and assumptions to be reasonable, they
are inherently uncertain and involve a number of risks and uncertainties that are beyond our control and are difficult to predict. In
addition, management’s assumptions about future events may prove to be inaccurate. As a result, actual results could differ materially
from those indicated in these forward-looking statements. When considering these forward-looking statements, you should keep in mind the
risk factors and other cautionary statements discussed in BKV’s filings with the Securities and Exchange Commission (the “SEC”),
including the risks and uncertainties addressed under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in BKV’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in BKV’s other
filings with the SEC. BKV undertakes no obligation and does not intend to update these forward-looking statements to reflect events or
circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this press release.
For BKV:
Media Contact:
Becky Escott
BKV Corporation
Vice President, Corporate Communications
media@bkvcorp.com
Investor Contacts:
Michael Hall
BKV Corporation
Vice President, Investor Relations
investorrelations@bkvcorp.com
Patrick Freeman
BKV Corporation
Senior Director, Investor Relations
investorrelations@bkvcorp.com
