[8-K] BKV Corporation Reports Material Event

Rhea-AI Filing Summary

Fusion Fuel Green PLC (HTOO) – Form 4 insider transaction

On 06/25/2025, 10% owner Ilustrato Pictures International Inc. reported the disposition of 118,821 Class A ordinary shares of Fusion Fuel Green at a price of $0.1991 per share. Following the sale, the reporting person continues to hold 2,972,148 shares, all shown as directly owned. No derivative securities were involved and no 10b5-1 trading plan was indicated. The filing was signed by Nicolas Link on 06/27/2025.

The disclosure represents a modest reduction of the insider’s position and may signal decreased confidence or routine portfolio rebalancing; however, the filing itself provides no rationale.

Positive

• None.

Negative

• Insider selling: 10% owner disposed of 118,821 shares, which can be perceived as reduced confidence.

Insights

Financial Analyst

TL;DR: 10% owner trimmed stake by 118.8k shares at $0.1991; still holds 3.0 M.

The Form 4 shows a direct sale by a large shareholder representing roughly 3.8 % of the holder’s prior position (118,821 ÷ 3,090,969 est.). While the absolute dollar value is small, insider selling by a 10 % owner can pressure sentiment in a thinly traded micro-cap. The absence of a 10b5-1 plan suggests the transaction was discretionary. Investors should consider overall liquidity and upcoming catalysts to gauge potential impact; continued ownership of nearly 3 M shares indicates the holder retains significant exposure.

Corporate Governance Expert

TL;DR: Discretionary insider sale—mild governance flag, limited immediate impact.

From a governance standpoint, any sale by a control or 10 % holder warrants monitoring. The filing meets Section 16 timeliness and contains no apparent anomalies. Because the seller remains above the 10 % threshold, board influence is unchanged. No Rule 10b5-1 notation means future discretionary trades could recur without prescheduled safeguards, a point risk analysts may note.

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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): June 19, 2025

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 (see General Instruction A.2):

¨ 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			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 5.07. Submission of Matters to a Vote of Security Holders

BKV Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 19, 2025. The Carideo Group, Inc., the independent inspector of elections (the "Inspector of Elections") for the Annual Meeting, delivered its final vote tabulation on June 20, 2025 that certified the final voting results for each of the matters that were submitted to a vote at the Annual Meeting. Set forth below are the final voting results as provided by the Inspector of Elections.

Proposal 1: The Company’s stockholders elected to the board of directors of the Company each of the following Class I director nominees to serve until the 2028 annual meeting of stockholders.

Name						Votes For									Withheld									Broker Non-Votes
Christopher P. Kalnin						73,550,434									3,907,882									1,210,650
Chanin Vongkusolkit						73,235,315									4,223,001									1,210,650
Anon Sirisaengtaksin						70,320,090									7,138,226									1,210,650
Somruedee Chaimongkol						71,360,778									6,097,538									1,210,650

Proposal 2: The Company’s stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Votes For						Votes Against									Abstentions									Broker Non-Votes
78,545,372						6,755									116,839									—

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
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
June 20, 2025			By:			/s/ David R. Tameron
						David R. Tameron
						Chief Financial Officer

FAQ

How many Fusion Fuel Green (HTOO) shares did the insider sell?

The Form 4 reports a sale of 118,821 Class A ordinary shares.

What price were the HTOO shares sold for?

The shares were sold at $0.1991 per share.

How many HTOO shares does the insider still own after the transaction?

After the sale, the insider retains 2,972,148 shares.

Was the transaction executed under a Rule 10b5-1 trading plan?

No. The filing does not indicate that the sale was made pursuant to a 10b5-1 plan.

What is the date of the transaction reported in the Form 4?

The transaction occurred on 06/25/2025 and the form was signed on 06/27/2025.