BKV Corp. Files 8-K: Material Definitive Agreement

TL;DR

BKV Corp. signed a big deal on Dec 1st, filing an 8-K.

AI Summary

On December 1, 2025, BKV Corp. entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Denver, Colorado, filed this 8-K report with the SEC. The filing also includes other events and financial statements/exhibits.

Why It Matters

This filing indicates a significant new contract or partnership for BKV Corp., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 001-42282 — SEC File Number (Identifies BKV Corp.'s filings with the SEC.)
• 850886382 — EIN (Employer Identification Number for BKV Corp.)

Key Players & Entities

• BKV Corp. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Denver, Colorado (location) — Principal executive offices
• December 1, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — common stock of the Company, par value $0.01 per share (the "Common Stock"), at a pr
• $26.00 — on Stock"), at a price to the public of $26.00 per share. Pursuant to the Underwriting
• $170.3 million — ing) from the Offering of approximately $170.3 million. As described in the Prospectus, the Co

Filing Documents

• tm2532641d2_8k.htm (8-K) — 34KB
• tm2532641d2_ex1-1.htm (EX-1.1) — 251KB
• tm2532641d2_ex5-1.htm (EX-5.1) — 12KB
• tm2532641d1_ex5-1img001.jpg (GRAPHIC) — 3KB
• tm2532641d1_ex5-1img002.jpg (GRAPHIC) — 2KB
• 0001104659-25-118186.txt ( ) — 526KB
• bkv-20251201.xsd (EX-101.SCH) — 3KB
• bkv-20251201_lab.xml (EX-101.LAB) — 33KB
• bkv-20251201_pre.xml (EX-101.PRE) — 22KB
• tm2532641d2_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Underwriting Agreement On December 1, 2025, BKV Corporation, a Delaware corporation (the "Company"), entered into an Underwriting Agreement (the "Underwriting Agreement") by and among the Company and Citigroup Global Markets Inc., Barclays Capital Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named in Schedule A thereto (the "Underwriters"), providing for the offer and sale by the Company (the "Offering"), and the purchase by the Underwriters, of 6,000,000 shares of common stock of the Company, par value $0.01 per share (the "Common Stock"), at a price to the public of $26.00 per share. Pursuant to the Underwriting Agreement, the Company also granted the Underwriters an option for a period of 30 days to purchase up to an additional 900,000 shares of Common Stock on the same terms (the "Option"), which Option was exercised by the Underwriters in full on December 2, 2025. The material terms of the Offering are described in the final prospectus supplement, dated December 1, 2025 (the "Prospectus"), and the accompanying base prospectus (collectively, the "Prospectus"), filed by the Company with the Securities and Exchange Commission (the "Commission") on December 3, 2025 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act"). The Offering is registered with the Commission pursuant to a Registration Statement on Form S-3, as amended (File No. 333-290676), which became effective on December 1, 2025 (the "Registration Statement"). The Underwriting Agreement contains customary representations, warranties and agreements of the parties, and customary conditions to closing, obligations of the parties and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act. On December 3, 2025, the Company completed the Offering, including the Underwriters' fu

01 Other Events

Item 8.01 Other Events. In connection with the Offering, the Company is filing the opinion of Baker Botts L.L.P. as part of this Current Report that is to be incorporated by reference into the Registration Statement. The opinion of Baker Botts L.L.P. is filed as Exhibit 5.1 to this Current Report and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated as of December 1 , 2025 , by and among BKV Corporation and Citigroup Global Markets Inc., Barclays Capital Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein. 5.1 Opinion of Baker Botts L.L.P. 23.1 Consent of Baker Botts L.L.P. (included in Exhibit 5.1). 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 By: /s/ David R. Tameron David R. Tameron Chief Financial Officer Date: December 3, 2025

View Full Filing

View this 8-K filing on SEC EDGAR