BKV (NYSE: BKV) prices $261.7M primary and secondary stock sale
Rhea-AI Filing Summary
BKV Corporation is conducting an underwritten public offering of 9,692,089 shares of common stock, generating estimated gross proceeds of about
BKV has also granted the underwriter a 30-day option to buy up to an additional 1,453,813 shares on the same terms. The Company plans to use its net proceeds for general corporate purposes, including working capital, operating expenses and capital expenditures, while it will not receive proceeds from shares sold by the selling stockholder.
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Insights
BKV raises equity capital while enabling a significant secondary sale.
BKV Corporation is executing an underwritten public offering of 9,692,089 common shares with estimated gross proceeds of
The Company intends to direct its share of net proceeds to general corporate purposes such as working capital, operating expenses and capital expenditures. The selling stockholder’s portion is purely a liquidity event, as the Company explicitly states it will not receive any proceeds from those sales.
An additional 1,453,813-share over-allotment option provides flexibility for the underwriter to meet demand. The actual impact on existing shareholders will depend on the final take-up of this option and future disclosures about how the new capital supports BKV’s low-carbon, natural gas-focused growth strategy.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
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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:
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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).
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| Item 7.01. | Regulation FD Disclosure. |
On March 10, 2026, BKV Corporation (the “Company”) issued a press release announcing the commencement of an underwritten public offering of 9,692,089 shares of its common stock (the “Offering”), which includes 5,550,000 shares being offered by the Company and 4,142,089 shares being offered by Bedrock Energy Partners, LLC, as the selling stockholder. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
On March 11, 2026, the Company issued a press release announcing the pricing of the Offering. The Company has granted the underwriter a 30-day option to purchase up to an additional 1,453,813 shares of its common stock on the same terms and conditions. A copy of such press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.
This Current Report Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any security, including the Company’s common stock, nor a solicitation for an offer to purchase any security, including the Company’s common stock.
The information furnished in this Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated March 10, 2026, announcing the Offering. | |
| 99.2 | Press Release, dated March 11, 2026, announcing the pricing of the Offering. | |
| 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 | ||
| March 11, 2026 | By: | /s/ David R. Tameron |
| David R. Tameron | ||
| Chief Financial Officer |
Exhibit 99.1
BKV CORPORATION ANNOUNCES LAUNCH OF PUBLIC OFFERING OF COMMON STOCK
March 10, 2026
DENVER--(BUSINESS WIRE)--BKV Corporation (“BKV” or the “Company”) (NYSE: BKV) today announced that it has launched an underwritten public offering of 9,692,089 shares of its common stock (the “Offering”), which includes 5,550,000 shares being offered by the Company and 4,142,089 shares being offered by Bedrock Energy Partners, LLC (the “selling stockholder”). BKV expects to grant the underwriter a 30-day option to purchase up to an additional 1,453,813 shares of BKV common stock on the same terms and conditions.
BKV intends to use the net proceeds from the Offering for general corporate purposes, including working capital, operating expenses and capital expenditures. The Company will not receive any of the proceeds from the sale of the shares of common stock by the selling stockholder.
RBC Capital Markets, LLC is acting as the sole underwriter for the Offering. The underwriter may offer the shares of BKV’s common stock from time to time for sale in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.
The Offering is being made only by means of a prospectus supplement and accompanying prospectuses, which were filed as part of effective shelf registration statements filed with the Securities and Exchange Commission (“SEC”) on Form S-3. When available, copies of the preliminary prospectus supplement, prospectus supplement and accompanying prospectuses relating to the Offering may be obtained free of charge on the SEC’s website at www.sec.gov or by sending a request to RBC Capital Markets, LLC by mail to Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281, by email at equityprospectus@rbccm.com, or by phone at (877) 822-4089.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Offering is being made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
About BKV Corporation
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.
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 consummation of the Offering and the expected use of proceeds therefrom. 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 SEC, including the risks and uncertainties addressed under the heading “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in BKV’s most recent Annual Report on Form 10-K 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.
Investor Contacts
Michael Hall
BKV Corporation
Vice President, Investor Relations
InvestorRelations@bkvcorp.com
Caldwell Bailey
ICR, Inc.
BKVIR@icrinc.com
Exhibit 99.2
BKV CORPORATION ANNOUNCES PRICING OF PUBLIC OFFERING OF COMMON STOCK
March 11, 2026
DENVER--(BUSINESS WIRE)--BKV Corporation (“BKV” or the “Company”) (NYSE: BKV) today announced the pricing of its underwritten public offering of 9,692,089 shares of its common stock (the “Offering”), which includes 5,550,000 shares being offered by the Company and 4,142,089 shares being offered by Bedrock Energy Partners, LLC (the “selling stockholder”). The total estimated gross proceeds of the Offering, before deducting the underwriter’s discounts and commissions and estimated Offering fees and expenses, are approximately $261.7 million. BKV has granted the underwriter a 30-day option to purchase up to an additional 1,453,813 shares of BKV common stock on the same terms and conditions. The Offering is expected to close on March 12, 2026, subject to customary closing conditions.
BKV intends to use the net proceeds from the Offering for general corporate purposes, including working capital, operating expenses and capital expenditures. The Company will not receive any of the proceeds from the sale of the shares of common stock by the selling stockholder.
RBC Capital Markets, LLC is acting as the sole underwriter for the Offering. The underwriter may offer the shares of BKV’s common stock from time to time for sale in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.
The Offering is being made only by means of a prospectus supplement and accompanying prospectuses, which were filed as part of effective shelf registration statements filed with the Securities and Exchange Commission (“SEC”) on Form S-3. When available, copies of the preliminary prospectus supplement, prospectus supplement and accompanying prospectuses relating to the Offering may be obtained free of charge on the SEC’s website at www.sec.gov or by sending a request to RBC Capital Markets, LLC by mail to Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281, by email at equityprospectus@rbccm.com, or by phone at (877) 822-4089.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Offering is being made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
About BKV Corporation
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.
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 consummation of the Offering and the expected use of proceeds therefrom. 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 SEC, including the risks and uncertainties addressed under the heading “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in BKV’s most recent Annual Report on Form 10-K 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.
Investor Contacts
Michael Hall
BKV Corporation
Vice President, Investor Relations
InvestorRelations@bkvcorp.com
Caldwell Bailey
ICR, Inc.
BKVIR@icrinc.com
FAQ
How many shares is BKV (BKV) offering in this public stock sale?
What are the expected gross proceeds from BKV’s 2026 stock offering?
Will BKV receive proceeds from all shares sold in this offering?
How does BKV plan to use the cash raised from this stock offering?
Is there an over-allotment option in BKV’s public offering of common stock?
Who is underwriting BKV Corporation’s 2026 common stock offering?
Filing Exhibits & Attachments
5 documents