UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT 

Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 22, 2025

BKV CORPORATION 

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (720) 375-9680

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Explanatory Note

As previously disclosed in a Current Report on Form 8-K, filed on August 12, 2025, BKV Upstream Midstream, LLC, a Delaware limited liability company (“BKV Upstream Midstream”) and, solely for certain limited purposes set forth therein, BKV Corporation (“BKV”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Bedrock Energy Partners, LLC, a Delaware limited liability company (“Seller”) and certain of its subsidiaries. Pursuant to the Purchase Agreement, Seller agreed to sell and BKV Upstream Midstream agreed to acquire 100% of the equity interests of Bedrock Production, LLC, a Texas limited liability company (“Bedrock”) upon the terms and subject to the conditions of the Purchase Agreement (such purchase and sale, together with the other transactions contemplated by the Purchase Agreement, the “Bedrock Acquisition”).

Completion of the Bedrock Acquisition is subject to the satisfaction or waiver of certain customary closing conditions as set forth in the Purchase Agreement, including, among others, the absence of legal restraints preventing the consummation of the Bedrock Acquisition; the accuracy of the representations and warranties contained in the Purchase Agreement (subject to certain qualifications); and the performance by the parties of their respective obligations under the Purchase Agreement in all material respects. No assurance can be given that the Bedrock Acquisition will be completed on the timeline currently contemplated or at all.

Item 1.01. Entry into a Material Definitive Agreement.

On September 22, 2025, BKV, BKV Upstream Midstream, and certain of BKV Upstream Midstream’s subsidiaries, as guarantors, entered into a Third Amendment to Credit Agreement (the “Third Amendment”) with Citibank, N.A., as administrative agent, and the Lenders (as defined in the Third Amendment) party thereto. The Third Amendment amends BKV Upstream Midstream’s reserve-based lending agreement dated as of June 11, 2024 (as amended, supplemented, or otherwise modified, the “RBL Credit Agreement”), among BKV, as guarantor, BKV Upstream Midstream, as borrower, Citibank, N.A., as administrative agent, and the lenders from time to time party thereto.

The Third Amendment amends the RBL Credit Agreement to, among other things:

Subject to the closing of the Bedrock Acquisition and the satisfaction of other customary closing conditions, the Third Amendment also amends the RBL Credit Agreement to, among other things:

The foregoing description of the Third Amendment is qualified in its entirety by the full text of the Third Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.02. Results of Operations and Financial Condition.

This Current Report on Form 8-K provides (i) pro forma statements of operations of BKV for the year ended December 31, 2024 and the six months ended June 30, 2025, giving effect to the Bedrock Acquisition as if such transaction had been consummated on January 1, 2024 and (ii) a pro forma balance sheet of BKV as of June 30, 2025, giving effect to the Bedrock Acquisition as if such transaction had been consummated on June 30, 2025, as each such pro forma financial statement is described in Item 8.01 below and which are incorporated into this Item 2.02 by reference. The pro forma financial statements are being provided for purposes of the Notes Offering (as defined below) and do not give effect to the Notes Offering. The information contained in this Item 2.02 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

On September 22, 2025, BKV issued a press release announcing the commencement of a private offering of senior notes by BKV Upstream Midstream (the “Notes Offering”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference.

On September 22, 2025, in connection with the Notes Offering, BKV provided certain updated disclosures to potential investors relating to the Bedrock Acquisition, the RBL Credit Agreement Amendment, the Notes Offering and the use of proceeds therefrom (collectively, the “Transactions”):

This Current Report on Form 8-K provides, attached as Exhibit 99.3, tables summarizing (i) the estimated proved oil (including condensate), NGL and natural gas reserves of each of BKV and Bedrock as of June 30, 2025 and as of December 31, 2024 and PV-10 as of December 31, 2024 and (ii) BKV’s pro forma combined estimated proved oil (including condensate), NGL and natural gas reserves as of June 30, 2025 and as of December 31, 2024 and PV-10 as of December 31, 2024, giving effect to the Transactions as if they had been completed as of the periods presented thereby, along with a table setting forth summary data with respect to (i) the production, prices and results of oil and gas operations for the periods indicated for each of BKV and Bedrock and (ii) BKV’s pro forma production, prices and results of its oil and gas operations, giving effect to the Transactions as if they had been completed as of the periods presented thereby.

This Current Report on Form 8-K also provides BKV’s pro forma unaudited condensed combined statement of operations for the twelve months ended June 30, 2025, giving effect to the Transactions as if such Transactions had occurred on January 1, 2024, as Exhibit 99.4.

Bedrock Reserve Reports

This Current Report on Form 8-K provides the following reserve reports of Bedrock, attached as Exhibits 99.5, 99.6 and 99.7, respectively:

The information included in this Item 7.01 of this Current Report on Form 8-K, including the exhibits referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any security, including the notes issued in the Notes Offering.

Item 8.01. Other Events.

Bedrock Financials

This Current Report on Form 8-K provides the following financial statements of Bedrock Energy Partners, LLC, attached as Exhibit 99.8 and Exhibit 99.9, respectively:

Pro Forma Financials

This Current Report on Form 8-K provides the following pro forma financial statements attached as Exhibit 99.10 hereto:

Cautionary Statement Regarding Forward-Looking Statements

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 statements include, but are not limited to, statements about the consummation and timing of the Bedrock Acquisition, the anticipated benefits, 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 most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and BKV undertakes no obligation to update these forward-looking statements to reflect events or circumstances occurring after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.