Banpu group boosts BKV (NYSE: BKV) stake with 5.3M new shares

Rhea-AI Filing Summary

BKV Corp. reported that affiliates of Banpu received additional BKV common shares as part of a closing payment under a membership interest purchase agreement. On January 30, 2026, Banpu Power US Corporation was issued 5,315,390 shares of common stock as 50% of the closing consideration for transferring one-half of its interest in BKV-BPP Power LLC to BKV.

The number of shares was calculated by dividing 50% of the purchase price by $21.6609, the volume‑weighted average BKV share price over the 20 trading days ended October 28, 2025. Following this issuance, Banpu Power US Corporation and its parent entities are reported as indirectly beneficially owning 69,193,004 BKV shares, while another Banpu affiliate, Banpu North America Corporation, is reported as indirectly beneficially owning 63,877,614 BKV shares.

Insights

Corporate transactions and governance analyst

BKV used 5.3M new shares as stock consideration to Banpu affiliates in a strategic asset transaction.

BKV Corp. issued 5,315,390 common shares to Banpu Power US Corporation as part of the closing consideration for acquiring half of BPPUS’s interest in BKV-BPP Power LLC. The share count was set using a $21.6609 20‑day volume‑weighted average price as of October 28, 2025, indicating a formula-based stock valuation rather than a negotiated per‑share cash price.

The filing shows significant indirect ownership concentrations: BPPUS and its parent chain report 69,193,004 shares beneficially owned after the transaction, while another Banpu chain (through Banpu North America Corporation) reports 63,877,614 shares. Control and board influence are reinforced by a stockholders’ agreement giving BNAC proportional nomination rights so long as Banpu Public Company Limited maintains at least 10% beneficial voting ownership.

This structure means a substantial portion of BKV’s equity sits with related Banpu entities, with governance rights linked to ownership thresholds. Future company disclosures may provide more clarity on how this ownership concentration affects strategic decisions and any further consideration related to the BKV‑BPP Power LLC arrangement.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Banpu Public Co Ltd

(Last) (First) (Middle)

1200 17TH STREET, SUITE 2100

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BKV Corp [ BKV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2026		J(1)		5,315,390(1)	A	(1)	69,193,004	I	See footnote(2)
Common Stock								63,877,614	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Banpu Public Co Ltd

(Last) (First) (Middle)

1200 17TH STREET, SUITE 2100

(Street)

DENVER CO 80202

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BOG CO., LTD.

(Last) (First) (Middle)

1200 17TH STREET, SUITE 2100

(Street)

DENVER CO 80202

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Banpu North America Corp.

(Last) (First) (Middle)

1200 17TH STREET, SUITE 2100

(Street)

DENVER CO 80202

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Banpu Power Public Co Ltd

(Last) (First) (Middle)

1200 17TH STREET, SUITE 2100

(Street)

DENVER CO 80202

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Banpu Power US Corp

(Last) (First) (Middle)

1200 17TH STREET, SUITE 2100

(Street)

DENVER CO 80202

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents shares of common stock, par value $0.01 per share ("Common Stock"), issued to Banpu Power US Corporation ("BPPUS") as 50% of the closing consideration pursuant to that certain Membership Interest Purchase Agreement, dated as of October 29, 2025 (the "Purchase Agreement"), by and between BPPUS and BKV Corporation (the "Issuer"), in exchange for one-half of the limited liability company interests in BKV-BPP Power LLC held by BPPUS prior to the closing of the transactions contemplated by the Purchase Agreement. The number of shares of Common Stock issued to BPPUS was determined by dividing the amount equal to 50% of the purchase price under the Purchase Agreement by $21.6609, the volume-weighted average price of the Common Stock during the twenty (20) consecutive trading-day period ended October 28, 2025.

2. BPPUS is a wholly owned subsidiary of Banpu Power Public Company Limited ("BPP"), which is a controlled subsidiary of Banpu Public Company Limited ("BPCL"). These shares are owned directly by BPPUS and indirectly by BPP and BPCL.

3. Banpu North America Corporation ("BNAC") is a wholly owned subsidiary of BOG Co., Ltd. ("BOG"), which is a wholly owned subsidiary of BPCL. These securities are owned directly by BNAC and indirectly by BOG and BPCL.

Remarks:

The Reporting Persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to a stockholders' agreement between BNAC and the Issuer, for so long as BPCL beneficially owns, directly or indirectly, 10% or more of the Issuer's voting stock, BNAC will have the right to designate for nomination to the board of directors of the Issuer a number of individuals approximately proportionate to such beneficial ownership, subject to certain limitations set forth in such stockholders' agreement. Therefore, each of BNAC, BOG and BPCL may be deemed to be a director by deputization of the Issuer.

	/s/ Kathleen Lenox, attorney-in-fact for Banpu Public Company Limited	01/30/2026
	/s/ Kathleen Lenox, attorney-in-fact for BOG Co., Ltd.	01/30/2026
	/s/ Kathleen Lenox, attorney-in-fact for Banpu North America Corporation	01/30/2026
	/s/ Kathleen Lenox, attorney-in-fact for Banpu Power Public Company Limited	01/30/2026
	/s/ Kathleen Lenox, attorney-in-fact for Banpu Power US Corporation	01/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Banpu Power US Corp receive in BKV (BKV) shares on January 30, 2026?

Banpu Power US Corporation received 5,315,390 BKV common shares. These shares represented 50% of the closing consideration under a membership interest purchase agreement, paid in stock instead of cash, in exchange for half of its interest in BKV-BPP Power LLC.

How was the share amount calculated in the BKV (BKV) Banpu stock consideration?

The 5,315,390 BKV shares were set using a $21.6609 VWAP. The company divided 50% of the purchase price by $21.6609, the 20‑day volume‑weighted average BKV share price ending October 28, 2025, to determine the number of shares issued.

Which Banpu entities now beneficially own BKV (BKV) shares after this Form 4?

Two Banpu ownership chains are highlighted. Banpu Power US Corporation, Banpu Power Public Company Limited, and Banpu Public Company Limited report 69,193,004 BKV shares, while Banpu North America Corporation, BOG Co., Ltd., and Banpu Public Company Limited report 63,877,614 BKV shares.

What is the relationship between BKV (BKV) and BKV-BPP Power LLC in this transaction?

BKV used stock to acquire an interest in BKV-BPP Power LLC. Banpu Power US Corporation transferred one-half of its limited liability company interests in BKV-BPP Power LLC to BKV, receiving BKV common shares as part of the closing consideration.

How does Banpu’s ownership affect board representation at BKV (BKV)?

Banpu affiliates have board nomination rights linked to ownership. Under a stockholders’ agreement, Banpu North America Corporation may designate nominees to BKV’s board roughly in proportion to Banpu’s beneficial voting stake, as long as Banpu Public Company Limited keeps at least 10% ownership.

Does this BKV (BKV) Form 4 indicate cash proceeds for BKV Corp.?

The filing describes stock consideration, not a cash sale of shares. BKV issued 5,315,390 shares to Banpu Power US Corporation as part of the consideration for a membership interest purchase, using a formula based on a $21.6609 volume‑weighted average price.