BKV Corp. Reports Material Agreement and Asset Deal

TL;DR

BKV Corp. inked a big deal, completed an asset transaction, and sold some stock.

AI Summary

On September 26, 2025, BKV Corp. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The company also incurred a direct financial obligation or an off-balance sheet arrangement. This filing also disclosed unregistered sales of equity securities and included a Regulation FD disclosure. The report contains financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for BKV Corp., including a material definitive agreement and asset transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, asset transactions, and unregistered equity sales, suggesting significant corporate changes that carry inherent risks.

Key Players & Entities

• BKV Corp. (company) — Registrant
• September 26, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-42282 (identifier) — Commission File Number
• 85-0886382 (identifier) — I.R.S. Employer Identification No.
• 1200 17th Street, Suite 2100 Denver, Colorado (address) — Business Address

FAQ

Key Financial Figures

• $500,000,000 — eam Midstream" or the "Issuer"), issued $500,000,000 in aggregate principal amount of 7.500%
• $2,000 — to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in ex
• $1,000 — al to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that holder's N
• $370 million — to Seller in the Bedrock Acquisition is $370 million (the "Purchase Price"), subject to cust
• $179.5 million — t (described below), (ii) approximately $179.5 million in cash to repay certain Target indebte
• $110 million — number of shares determined by dividing $110 million by $21.0166, the volume weighted averag
• $21 — determined by dividing $110 million by $21.0166, the volume weighted average price
• $124.2 million — e Stock Consideration was approximately $124.2 million based on the closing price of $23.74.
• $23.74 — 2 million based on the closing price of $23.74. As previously disclosed, on August 8,

Filing Documents

• tm2527332d2_8k.htm (8-K) — 58KB
• tm2527332d2_ex4-1.htm (EX-4.1) — 941KB
• tm2527332d2_ex4-2.htm (EX-4.2) — 17KB
• tm2527332d2_ex23-1.htm (EX-23.1) — 2KB
• tm2527332d2_ex23-2.htm (EX-23.2) — 3KB
• tm2527332d2_ex99-1.htm (EX-99.1) — 11KB
• tm2527332d2_ex99-2.htm (EX-99.2) — 20KB
• tm2527332d2_ex99-3.htm (EX-99.3) — 266KB
• tm2527332d2_ex99-4.htm (EX-99.4) — 202KB
• tm2527332d2_ex99-5.htm (EX-99.5) — 527KB
• tm2527332d2_ex23-2img001.jpg (GRAPHIC) — 42KB
• tm2527332d2_ex99-1img01.jpg (GRAPHIC) — 4KB
• tm2527332d2_ex99-2img001.jpg (GRAPHIC) — 139KB
• tm2527332d2_ex99-2img002.jpg (GRAPHIC) — 156KB
• tm2527332d2_ex99-2img003.jpg (GRAPHIC) — 267KB
• tm2527332d2_ex99-2img004.jpg (GRAPHIC) — 292KB
• tm2527332d2_ex99-2img005.jpg (GRAPHIC) — 90KB
• tm2527332d2_ex99-2img006.jpg (GRAPHIC) — 168KB
• tm2527332d2_ex99-3img001.jpg (GRAPHIC) — 3KB
• tm2527332d2_ex99-3img002.jpg (GRAPHIC) — 2KB
• 0001104659-25-095671.txt ( ) — 4122KB
• bkv-20250926.xsd (EX-101.SCH) — 3KB
• bkv-20250926_lab.xml (EX-101.LAB) — 33KB
• bkv-20250926_pre.xml (EX-101.PRE) — 22KB
• tm2527332d2_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Notes Indenture On September 26, 2025, BKV Upstream Midstream, LLC, a Delaware limited liability company ("BKV Upstream Midstream" or the "Issuer"), issued $500,000,000 in aggregate principal amount of 7.500% senior unsecured notes due 2030 (the "Notes"), pursuant to an indenture, dated September 26, 2025 (the "Indenture"), by and among the Issuer, BKV Corporation ("BKV"), certain other subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). In connection with the consummation of the Bedrock Acquisition, as defined in Item 2.01 of this Current Report, the Issuer, Bedrock Production, LLC, a Texas limited liability company (the "Target"), the Target's subsidiaries and the Trustee entered into the First Supplemental Indenture, dated September 29, 2025 (the "Supplemental Indenture"), pursuant to which the Target and its subsidiaries agreed to unconditionally guarantee all of the Issuer's obligations under the Notes and the Indenture. Interest and Maturity .Interest on the Notes accrues at a rate of 7.500% per annum and is payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2026. The Notes mature on October 15, 2030. Optional Redemption. At any time prior to October 15, 2027, the Issuer may on any one or more occasions redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed, plus a "make-whole" premium and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. At any time prior to October 15, 2027, the Issuer may redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture, with an amount of cash not greater than the net cash proceeds of one or more equity offerings, at a redemption price equal to 107.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any,

01. Completion of Acquisition

Item 2.01. Completion of Acquisition or Disposition of Assets. On September 29, 2025, BKV Upstream Midstream, a wholly owned subsidiary of BKV, completed the previously announced acquisition of 100% of the equity interests (the "Subject Interests") of the Target from Bedrock Energy Partners, LLC, a Delaware limited liability company ("Seller") and certain of its subsidiaries (such transaction, the "Bedrock Acquisition"). The Bedrock Acquisition was completed pursuant to the Membership Interest Purchase Agreement, dated August 7, 2025 (the "Purchase Agreement"), by and among BKV Upstream Midstream, Seller and certain of its subsidiaries, and solely for certain limited purposes set forth therein, BKV. The Target and its subsidiaries own certain oil and natural gas producing properties and midstream assets in the Barnett Shale. Following the closing, the Target is a wholly owned subsidiary of BKV Upstream Midstream. Additionally, the Target and its subsidiaries have executed an assumption agreement in order to be added as guarantors and collateral grantors under our existing reserve-based lending agreement. The aggregate unadjusted consideration to be paid to Seller in the Bedrock Acquisition is $370 million (the "Purchase Price"), subject to customary adjustments. Pursuant to the Purchase Agreement, at the closing of the Bedrock Acquisition, BKV paid a portion of the Purchase Price consisting of (i) the Deposit (described below), (ii) approximately $179.5 million in cash to repay certain Target indebtedness, and (iii) the issuance to Seller of 5,233,957 shares of BKV common stock (the "Stock Consideration"). The remainder of the Purchase Price, subject to customary adjustment, will be paid in cash by December 31, 2025, subject to the terms and conditions of the Purchase Agreement. As previously reported, the Stock Consideration is subject to a 60-day lock-up and consists of a number of shares determined by dividing $110 million by $21.0166, the volume weighted

03.Creation

Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information required by Item 2.03 relating to the Notes, the Indenture and the Supplemental Indenture is included in Item 1.01 of this Current Report on Form 8-K above and is incorporated into this Item 2.03 by reference.

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. Pursuant to the terms of the Purchase Agreement, at the Closing, BKV issued the 5,233,957 shares of Common Stock comprising the Stock Consideration. The Stock Consideration was issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions set forth in Section 4(a)(2) thereof.

01.Regulation

Item 7.01.Regulation FD Disclosure. On September 29, 2025, BKV issued a press release announcing the Closing. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act (the "Exchange Act"), or otherwise incorporated by reference into any filing pursuant to the Securities Act, or the Exchange Act, except as otherwise expressly stated in such filing. Cautionary Statement Regarding Forward-Looking This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements include all statements that are not solely historical facts and can be identified by terms such as "intend," "believe," "could," "estimate," "expect," "may," "should," or similar expressions. Such forward-looking opportunities and results with respect to the Bedrock Acquisition, including any expected value creation, reserves additions, midstream opportunities and other anticipated impacts from the Bedrock Acquisition, as well as other aspects of the transaction, 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 any other statements that are not historical facts. Investors are cautioned not to place undue reliance on these forward-looking statements, which are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including the risks and uncertainties addressed under the heading "Risk Factors" in BKV's

01.Financial

Item 9.01.Financial The financial statements and information filed with this Current Report on Form 8-K consist of the historical financial statements of Bedrock Energy Partners, LLC specified in Rule 3-05(b) of Regulation S-X and the pro forma financial information required in connection with the Bedrock Acquisition pursuant to Article 11 of Regulation S-X. The pro forma financial information included in this Current Report on Form 8-K has been presented for informational purposes only, as required by Form 8-K; it does not purport to represent the actual results of operations that BKV would have achieved had it completed the Bedrock Acquisition prior to the periods presented in the pro forma financial information and it is not intended to project the future results of operations that BKV may achieve after the Bedrock Acquisition. (a) Financial statements of businesses or funds acquired . The following financial statements of Bedrock Energy Partners, LLC, are filed herewith as Exhibit 99.3 and Exhibit 99.4, respectively. Audited Consolidated Financial Statements for the year ended December 31, 2024 and the accompanying notes thereto; and Interim Condensed Consolidated Financial Statements (Unaudited) for the six months ended June 30, 2025 and accompanying notes thereto. (b) Pro forma financial information . The following unaudited pro forma financial statements of BKV and accompanying notes thereto are filed herewith as Exhibit 99.5. Unaudited Pro Forma Combined Consolidated Balance Sheet as of June 30, 2025; Unaudited Pro Forma Combined Consolidated Statement of Operations for the six months ended June 30, 2025; and Unaudited Pro Forma Combined Consolidated Statement of Operations for the year ended December 31, 2024. (d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as of September 26, 2025, by and among BKV Upstream Midstream, LLC, the guarantors party thereto and U.S. Bank Trust Company, National Ass

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