BKV (BKV) officer has shares withheld to cover RSU tax bill

Rhea-AI Filing Summary

BKV Corp chief corporate development officer Ethan Ngo reported a tax-related share disposition. On this Form 4, 2,174 shares of common stock were withheld at a price of $31.27 per share to cover tax obligations upon vesting of previously granted restricted stock units.

This was a net share settlement approved by the company’s board under Rule 16b-3. After the withholding, Ngo directly owns 108,114 shares of BKV common stock, indicating this was not an open-market sale but an automatic tax withholding event.

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

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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^*

Ngo Ethan

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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

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

X	Form filed by One Reporting Person
	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	03/03/2026		F		2,174(1)	D	$31.27	108,114	D

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

Explanation of Responses:

1. Represents shares of common stock, par value $0.01 per share ("Common Stock"), withheld to satisfy tax withholding obligations upon the vesting of restricted stock units previously reported on Form 4. This net settlement was approved by the board of directors of the Issuer pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

Remarks:

	/s/ Kathleen Lenox, attorney-in-fact	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did BKV (BKV) report for Ethan Ngo on this Form 4?

BKV reported that officer Ethan Ngo had 2,174 common shares withheld to satisfy tax obligations when restricted stock units vested. The event was a tax-withholding disposition rather than an open-market trade and was approved under Rule 16b-3 by the company’s board.

Was the BKV (BKV) Ethan Ngo Form 4 transaction an open-market sale?

The transaction was not an open-market sale. Shares were withheld to cover tax liabilities upon vesting of previously reported restricted stock units, as described in the footnote. This type of tax-withholding disposition is an automatic administrative event rather than a discretionary sale into the market.

How many BKV (BKV) shares were involved in Ethan Ngo’s tax withholding?

The filing shows 2,174 shares of BKV common stock were withheld at $31.27 per share to satisfy tax withholding obligations. These shares related to the vesting of restricted stock units that had been previously reported, rather than a new stock option exercise or purchase.

How many BKV (BKV) shares does Ethan Ngo own after this Form 4 event?

After the tax-withholding disposition, Ethan Ngo directly owns 108,114 shares of BKV common stock. This post-transaction balance reflects his remaining direct holdings following the automatic share withholding to cover taxes on vested restricted stock units previously disclosed.

What does the Rule 16b-3 reference mean in the BKV (BKV) Form 4 footnote?

The footnote explains that the net share settlement for tax withholding was approved by BKV’s board under Rule 16b-3. This rule provides an exemption for certain insider transactions that are board-approved, clarifying the administrative nature of the withholding rather than a market-directed trade.