[Form 4] BKV Corporation Insider Trading Activity

Rhea-AI Filing Summary

Redwire Corporation (NYSE: RDW) filed an 8-K announcing it entered into an Underwriting Agreement on 16 June 2025 with J.P. Morgan, BofA Securities and Morgan Stanley to sell 15,525,000 new common shares, generating approximately $260 million in gross proceeds. The underwriters hold a 30-day option to purchase up to 2,328,750 additional shares on identical terms, and the transaction closed on 18 June 2025.

Under the previously disclosed Registration Rights Coordination Agreement, the Company intends to allocate the net proceeds as follows:

• $40 million to bolster cash for working capital and general corporate purposes.
• The greater of 25 % of net proceeds or $50 million may be used, at Bain’s election, to repurchase a portion of Bain-held convertible preferred stock at the public offering price (adjusted for the prevailing conversion rate).
• Remaining proceeds will augment liquidity and may be applied to repay the seller note issued in connection with the Edge Autonomy acquisition.

The shares were issued from the Company’s effective shelf registration statement (Form S-3, No. 333-274375). The Underwriting Agreement contains customary representations, covenants, indemnification and termination provisions, and a legal opinion from Holland & Knight LLP is filed as Exhibit 5.1.

Redwire also supplemented its risk disclosures (Exhibit 99.1) to incorporate extensive risk factors related to the recently acquired Edge Autonomy business, citing integration challenges, macro-economic pressures, funding requirements, shareholder dilution and heightened regulatory and geopolitical exposure.

Investment take-away: The equity raise materially strengthens near-term liquidity and affords flexibility to integrate Edge Autonomy and address debt, but it introduces significant dilution and underscores numerous execution and market risks highlighted in the expanded risk factor section.

Insights

Financial Analyst

TL;DR: $260 M equity raise fortifies cash, funds M&A integration and debt service, but adds ~15.5 M shares of dilution.

The offering injects a meaningful amount of capital relative to Redwire’s size, supporting working capital and providing optionality to retire the Edge Autonomy seller note. Repurchasing a slice of Bain’s convertible preferred stock could simplify the cap-table if executed, potentially limiting future conversion overhangs. However, the immediate issuance of 15.5 M shares (with a 15 % overallotment option) meaningfully enlarges the float and may pressure EPS and share price until growth and synergies materialise. Because proceeds are broadly earmarked rather than tied to a high-return project, the ultimate value accretion hinges on management’s execution of the Edge Autonomy integration and organic pipeline. Net impact appears balanced, improving liquidity but diluting ownership.

Risk Analyst

TL;DR: New cash helps liquidity, yet expanded risk factors and dilution elevate execution and market-price risk.

The 8-K appends an extensive list of 30+ risk factors, notably supply-chain volatility, high interest rates, government budget shifts, reliance on Ukraine drone sales and potential inability to integrate Edge Autonomy. The equity issuance adds further dilution and could amplify volatility cited by management. Significant influence by Bain and AEI remains, and preferred-stock terms still grant them preferential rights. While repayment of the Edge Autonomy seller note could de-risk leverage, the breadth of cited uncertainties suggests the financing is defensive rather than purely growth-oriented. Overall, risk profile skews negative until integration milestones and margin improvements are demonstrated.

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
Estimated average burden
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^*

Davis Joseph R

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

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2025

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	06/19/2025		A		5,761(1)	A	$0	38,761	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 restricted stock units granted to the reporting person under the Issuer's non-employee director compensation program that vest the day prior to Issuer's 2026 annual stockholder meeting. Each restricted stock unit represents a contingent right to receive one share of Common Stock.

Remarks:

	/s/ Kathleen Lenox, attorney-in-fact	06/20/2025
	** 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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