Table of Contents

​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

​

☒           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

For the fiscal year ended December 31, 2025

OR

​

☐           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-42282

BKV CORPORATION

(Exact name of registrant as specified in its charter)

​

​

(720) 375-9680

Registrant’s telephone number, including area code

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

​

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​

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.

☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, computed by reference to the last sale price of the registrant’s common stock as reported by the New York Stock Exchange on such date, was approximately $424.9 million. This computation assumes that all executive officers and directors are affiliates of the registrant. Such assumption should not be deemed conclusive for any other purpose.

​

The registrant had 102,288,077 shares of common stock outstanding as of February 27, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

​

​

​

​

Table of Contents

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K of BKV Corporation (“BKV,” the “Company,” “our,” “we,” and “us”) for the fiscal year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 6, 2026 (the “Original Form 10-K”), is being filed to replace the consent filed as Exhibit 23.1 to the Original Form 10-K, which inadvertently excluded references to the Company’s effective Registration Statements on Form S-3 (Nos. 333-292408 and 333-290676), to amend the “Report of Independent Registered Public Accounting Firm” included in Item 8 of Part II “Financial Statements and Supplementary Data” of the Original Form 10-K (the “Audit Report”) to include additional information in the “Basis for Opinion” section clarifying that the Company is not required to have, nor was PricewaterhouseCoopers LLP engaged to perform, an audit of the Company’s internal control over financial reporting. Such change to the Audit Report does not affect PricewaterhouseCoopers LLP’s unqualified opinion on the Company’s consolidated financial statements as of December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025 included in the Original Form 10-K, and to correct Management’s certifications which inadvertently excluded the reference to the certifying officers’ responsibility for establishing and maintaining internal control over financial reporting filed as Exhibits 31.1 and 31.2 to the Original Form 10-K.

In connection with the foregoing, the Company is also amending the Original Form 10-K to recast its financial statements as of December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025 and related disclosures to retrospectively reflect an acquisition of a business between entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50, Business Combinations - Related Issues, as well as to reflect a change in the Company’s reportable segments, because the Company’s Quarterly Reports on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 7, 2026 (the “Q1 2026 Form 10-Q”) and for the period ended June 30, 2026, filed with the SEC on August 6, 2026 (the “Q2 2026 Form 10-Q”) included recast historical financial statements and related disclosures for all periods included in the Q1 2026 Form 10-Q and Q2 2026 Form 10-Q. As previously disclosed, on January 30, 2026, the Company completed the acquisition of an additional 25% interest in BKV-BPP Power LLC (the “BKV-BPP Power Joint Venture Transaction”) and, commencing in the first quarter of 2026, consolidated the financial results of BKV-BPP Power LLC into the Company’s consolidated financial results. Because the BKV-BPP Power Joint Venture Transaction represented an acquisition of a business between entities under common control, the Company was required to retrospectively recast certain financial information and related disclosures included in the Q1 2026 Form 10-Q and Q2 2026 Form 10-Q to include the historical results of the BKV-BPP Power LLC for all periods during which the Company and BKV-BPP Power LLC were under common control. In addition, following the closing of the BKV-BPP Power Joint Venture Transaction, the Company’s reportable segments changed from one reportable segment and one operating segment to two reportable segments, consisting of Upstream/Midstream and Power, and one operating segment, Corporate and Other, which is an “All Other” category that includes the Company’s CCUS business.

Accordingly, this Amendment No. 1 amends and restates in their entirety Item 1 of Part I, “Business” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” and Item 8, “Financial Statements and Supplementary Data,” of Part II of the Original Form 10-K to reflect the acquisition of a business between entities under common control and the change in the Company’s reportable segments described above. See Note 1 - Business and Basis of Presentation and Note 19 - Reportable Segments to the Company’s consolidated financial statements included herein for further information. Item 8 also includes the corrected Audit Report. This Amendment No. 1 also includes Item 9A in its entirety and without change from the Original Form 10-K.

Except as specifically set forth herein, this Amendment No. 1 does not modify or update in any way the disclosure in, or exhibits to, the Original Form 10-K, and the Company has not updated disclosures contained therein to reflect any events that occurred at a date subsequent to the date of the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and the Company’s other filings with the SEC. Certain capitalized terms used and not otherwise defined in this Amendment No. 1 have the meanings given to them in the Original Form 10-K.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have included the entire text of Part II, Item 9A, “Controls and Procedures” and Item 15 “Exhibits and Financial Statement Schedules” of the Original Form 10-K in this Amendment No. 1, and this Amendment No. 1 also contains new certifications pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002, which are being filed as Exhibits 31.1, 31.2, 32.1 and 32.2 hereto, respectively.

​

2

Table of Contents

Table of Contents

​

​

​

​

3

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Amendment No. 1 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact contained in this Amendment No. 1 regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management and dividend policy, are forward-looking statements. When used in this Amendment No. 1, words such as “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “budget,” “plan,” “seek,” “envision,” “forecast,” “target,” “predict,” “may,” “should,” “would,” “could,” “will,” the negative of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements include those described in “Item 1A. Risk Factors” to the Original Form 10-K, as well as the following factors, among others: statements about the anticipated benefits, opportunities and results with respect to the BKV-BPP Power Joint Venture Transaction and the Bedrock Acquisition, including any expected value creation from the BKV-BPP Power Joint Venture Transaction, or the Bedrock Acquisition, and any reserves, additions, midstream opportunities, and other anticipated impacts from the Bedrock Acquisition, anticipated efficiencies, power plant reliability, and strategic growth and power purchase agreement opportunities relating to the BKV-BPP Power Joint Venture and the BKV-BPP Power Joint Venture Transaction, as well as 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 other statements that are not historical facts. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

Forward-looking statements contained in this Amendment No. 1 include, but are not limited to, statements about:

4

Table of Contents

Although we believe our estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in the Original Form 10-K and this Amendment No. 1 are not guarantees of future performance, and we cannot assure any reader that those statements will be realized or the forward-looking events and circumstances will occur.

Undue reliance should not be placed on any forward-looking statements, which are based on predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described above, as well as others not now anticipated. The impact of any one factor on a particular forward-looking statement is not determinable with certainty as such factors are interdependent upon other factors. The foregoing statements are not exclusive and further information concerning us, including factors that potentially could materially affect our financial results, may emerge from time to time. We undertake no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements, except as required by law, including the securities laws of the United States and the rules and regulations of the SEC.

​

5

Table of Contents

PART I

ITEM 1. BUSINESS

Overview

BKV Corporation (“BKV,” the “Company,” “our,” “we,” and “us”) is a forward-thinking, growth-driven energy company focused on creating long-term risk-adjusted stockholder value through the development of natural gas producing assets, the ownership and operation of natural gas-fired power generation assets, and selective accretive acquisitions. Our core businesses are the production of natural gas and the generation of natural gas-fired power from our owned and operated assets, supported by a closed-loop strategy enabled by our upstream, midstream, power, and CCUS businesses.

On January 30, 2026, we completed the previously announced acquisition of an additional 25% interest in the BKV-BPP Power Joint Venture pursuant to the BKV-BPP Power Purchase Agreement (the “BKV-BPP Power Joint Venture Transaction”). Following the closing of this transaction, the BKV-BPP Power Joint Venture is owned 75% by BKV Corp and 25% by BPPUS and, effective as of the first quarter of 2026, our reportable segments changed from one reportable segment and one operating segment to two reportable segments, consisting of Upstream/Midstream and Power and one operating segment, consisting of Corporate and Other, which is an “All Other” category that includes our CCUS business. Accordingly, prior period segment information has also been retrospectively recast to reflect the current reportable segment presentation. See Note 19 - Reportable Segments to our consolidated financial statements for further information.

Our operations are supported by four business lines: natural gas production, natural gas midstream, power generation, and CCUS. Our operating approach is designed around a closed-loop model that aligns these business lines to support cost efficiency, commercial optimization, and operational reliability across the value chain. Through this approach, we retain operational control over the production, transportation, and processing of natural gas and provide multiple platforms for disciplined capital deployment, while meeting growing demand for low carbon natural gas and power.

For example, in the Barnett Shale, natural gas produced from our upstream assets is gathered and transported in part through our midstream systems. In November 2023, we commenced sequestration operations at our first CCUS project, and we currently expect our second and third CCUS projects to commence sequestration activities during the first and second quarter of 2026 with additional CCUS growth opportunities beyond 2026. Our Power segment consists of the BKV-BPP Power Joint Venture’s electricity generation, wholesale energy sales and purchases, and retail marketing operations.

As part of our ongoing operations, we expect our owned and operated upstream and natural gas midstream businesses to achieve net-zero Scope 1 and Scope 2 greenhouse gas emissions during the early 2030s and net-zero Scope 1, Scope 2, and Scope 3 emissions by the late 2030s.

We believe our business model, experienced management team, and disciplined technology-enabled operations support our ability to create long-term, risk-adjusted stockholder value.

Initial Public Offering

On September 27, 2024, we completed our initial public offering (“IPO”) of 15,000,000 shares of our common stock at a price to the public of $18.00 per share. We also granted the underwriters of our IPO a 30-day option to purchase up to 2,250,000 additional shares of common stock on the same terms. The underwriters partially exercised the option and, on October 28, 2024, purchased 701,003 additional shares of common stock. These sales of our common stock resulted in net proceeds of $265.7 million after deducting underwriter fees and offering expenses of $17.0 million. All shares sold were registered pursuant to a registration statement on Form S-1 (File No. 333-268469), as amended, which was declared effective by the SEC on September 25, 2024. We used $200.0 million to pay down a portion of our outstanding borrowings, including interest, under our RBL Credit Agreement, and $50.0 million to repay the outstanding balance, including interest, under our related party loan with BNAC, our majority stockholder. The remaining amounts were used for growth capital expenditures and other general corporate purposes.

Strategy

Our strategy is to create value for our stockholders by managing and growing our integrated asset base and focusing on our net zero objectives. We believe the following strategic priorities will help drive value creation and long-term success.

6

Table of Contents

Optimize the value of our core businesses. We utilize technology and data analysis to enhance our assets and operations across all four of our business lines, which we believe improves operational efficiencies, reduces our emissions, and helps us realize our operational and financial goals as we continue to scale our business. In our upstream and midstream business, our Pad of the Future program, which includes conversion of natural gas-powered instrument pneumatics to compressed air or electric power instruments on existing pads, combined with emission and leak surveys, is expected to significantly reduce our annual GHG emissions and improve pad efficiencies and operating revenue. We have also improved pad efficiencies and reduced lease operating costs through improvements including leveraging of data analytics to coordinate the workforce, prioritize high-value activity, and assess individual well profitability; automating critical plunger set points; in-sourcing key services such as slick-line, value re-builds, compression overhaul, and location repair and maintenance; and entering water share arrangements to reduce disposal and trucking cost. In our power business, the Temple Plants utilize modern, combined-cycle technology that enables real-time response to market signals, maximizing generation during peak demand periods and optimizing fuel efficiency. By combining our reserves into a growing asset base with vertically integrated components that span upstream production through power generation, we believe we can enhance margins and create a “closed-loop” emissions reduction strategy that reduces Scope 1 and 2 emissions from our owned and operated upstream and natural gas midstream businesses and captures margin across the value chain.

Grow through opportunistic, synergistic acquisitions. A significant element of our business strategy is gaining scale through accretive acquisitions. We believe our business model, management team experience, and application of technology enable us to quickly and efficiently integrate additional upstream, midstream, power, and CCUS assets into our business. We intend to continue to build out our power generation business and expand into additional power markets and retail electricity opportunities.

Maintain a disciplined financial strategy. We believe we can execute on our business plan and grow our business while continuing to generate substantial Adjusted Free Cash Flow. We believe our capital efficient project inventory, low-decline natural gas production, multiple integrated business lines, and the cash flows generated by our power generation operations will provide consistent returns through varying business cycles. We intend to apply our cash flows to manage our indebtedness in line with our leverage target, fund our capital expenditure program, enhance stockholder value, and execute opportunistic acquisitions across our four business lines. The development of our power business is capital intensive, requiring ongoing investments in land, modular generation equipment, and turbine generators, and its continued growth is dependent on access to capital and the ability to obtain necessary commercial agreements, including power purchase agreements.

Focus on our net zero objectives. We seek to apply our integrated business model, CCUS projects, and carbon-negative initiatives to realize Scope 1 and 2 net zero emissions from our owned and operated upstream and natural gas midstream businesses during the early 2030s. We believe we can achieve this through reductions in and offsets to our owned and operated upstream and natural gas midstream emissions from our Pad of the Future emissions reductions program, emissions monitoring and leak surveys, the retirement of SRECs generated by the BKV-BPP Power Joint Venture’s solar facility, and executing CCUS projects. Additionally, we are processing FEED studies regarding CO2 capture from combined-cycle natural gas power turbines, like those at the Temple Plants, which, if implemented, would significantly reduce the carbon intensity of our power generation operations. We believe that carbon emissions within the United States can be reduced substantially through carbon capture on natural gas production, power plants, processing facilities, and other energy and industrial infrastructure. As such, in addition to lowering emissions in our owned and operated upstream, natural gas midstream, and gas-fired power generation businesses, CCUS for third parties is a focus of our business plan.

Encourage innovation. Our distinctive culture encourages innovation with a value-driven focus that feeds into our competitive advantage. For example, our emphasis on the efficient application of modern technology led to the development of our Pad of the Future program, our advancements in Barnett refracturing, and other operational improvements, as well as our commercial and operational optimization of the Temple Plants in the ERCOT market. We intend to continue to develop, retain, and add to our already talented, experienced, and forward-thinking employees. Our unified team and mantra of “Being a force for good” support our core values and provide us with confidence in our ability to successfully manage and grow our business.

Deliver robust returns to stockholders. We intend to prioritize delivering strong returns to our stockholders through our focus on creating stockholder value. We believe our operational expertise in successfully drilling and refracturing wells, acquiring and integrating assets purchased at attractive valuations, operating highly efficient power generation facilities, and maintaining financial discipline will underpin our ability to meet our stockholder return goals.

7

Table of Contents

Our Operations

Natural Gas Production

We are engaged in the acquisition, operation and development of natural gas and NGL properties primarily located in the Barnett and in NEPA. As of December 31, 2025, our total acreage position was approximately 563,000 net acres, substantially all of which was held by production. For the year ended December 31, 2025, our net daily production (after giving effect to the Bedrock Acquisition) averaged 835.5 MMcfe/d, consisting of approximately 80% natural gas and approximately 20% NGLs. As of December 31, 2025, our total proved reserves of 5,921 Bcfe had an estimated 7.4% year-over-year average base decline rate over the next 10 years.

As of December 31, 2025, our Barnett acreage position was approximately 544,000 net acres, substantially all of which was held by production. Our average daily Barnett production of approximately 742.0 MMcfe/d for the year ended December 31, 2025 consisted of approximately 77% natural gas and approximately 23% NGLs. We had an average working interest in our operated wells in the Barnett of approximately 96.5% as of December 31, 2025 and an Effective NRI in the Barnett of approximately 80.2%. As of December 31, 2025, our NEPA acreage position was approximately 19,100 net acres, 97.0% of which was held by production. Our average net daily production of 93.6 MMcfe/d for the year ended December 31, 2025 consisted entirely of natural gas. As of December 31, 2025, we had an average working interest in our operated wells in NEPA of 87.8%.

On September 29, 2025, BKV Upstream Midstream acquired 100% of the equity interests of Bedrock Production, LLC (now known as BKV Barnett II, LLC (“BKV Barnett II”)), a Texas limited liability company (such transaction, the “Bedrock Acquisition”). BKV Barnett II and its subsidiaries own certain oil and natural gas producing properties and midstream assets in the Barnett Shale. As a result of the Bedrock Acquisition, we acquired approximately 96,000 net acres and gas gathering lines, 1,121 producing locations with low 1- and 5-year base decline rates of approximately 7%, and nearly 1 Tcfe of proved reserves (>70% PDP reserves) using NYMEX strip pricing. The Bedrock Acquisition is expected to increase our production over 100 MMcfe/d and enhance our inventory in the Barnett Shale, aligning with our strategic position in the Fort Worth Basin.

Certification and Market Positioning. As of December 31, 2025, we re-certified approximately 72% of our NEPA production and 46% of our Barnett production under the TrustWell environmental assessment program of Project Canary, an environmental certification and ESG data company. All of our TrustWell-certified production received a Gold or Silver rating from Project Canary. Since our initial certification in 2021, the RSG market has not materialized, and during 2026, Project Canary will be closing down its TrustWell program. We may seek to certify our production against the MiQ Standard and/or align with the Oil & Gas Methane Partnership 2.0 (OGMP 2.0) of the United Nations (“UN”) Environment Programme. Because there has yet to be a U.S. domestic standard for certification, we intend to position ourselves for a variety of competitive landscapes to promote market access and advance our own market for low carbon, and carbon neutral gas products by utilizing our “Carbon Sequestered Gas,” which is a Scope 1, 2, and 3 carbon neutral natural gas product.

Carbon Sequestered Gas. We expect that production of Carbon Sequestered Gas will be achieved by bundling our low carbon intensity produced natural gas with carbon credits sufficient to offset the estimated emissions associated with the production, gathering, and boosting of such gas, as well as the estimated emissions from its transmission, distribution (if applicable), and ultimate combustion, with the quantified emissions and the requisite volume of CCUS offsets being third-party certified. We have an agreement with a third party to establish the blockchain ledger and tokens; however, this process is dependent upon the development of the necessary technology by such third party. In addition, we expect to utilize the blockchain ledger and tokens for carbon offset produced natural gas developed by existing carbon registries such as ACR (formerly American Carbon Registry) or Verra, as those methodologies are currently being established. The carbon credits included in our Carbon Sequestered Gas will be generated by our CCUS projects, as described below in “- Path to Net Zero Emissions” and retired against our Scope 1 and/or Scope 3 emissions. We believe Carbon Sequestered Gas could potentially provide a decarbonized, certified, and qualified fuel and retired credits bundle that is a differentiated and premium product.

We have a contract with Kiewit Infrastructure South Co., a subsidiary of Kiewit Corporation (“Kiewit”), for the sale and purchase of up to 100 MMBtu/d of our Carbon Sequestered Gas. The carbon credits included in our Carbon Sequestered Gas will be generated by our CCUS projects and will be third party verified. We plan to commence delivery of Carbon Sequestered Gas upon completion of our certification process with the ACR (see “- Carbon Capture, Utilization and Sequestration” below).

8

Table of Contents

In August 2025, BKV entered into a deal with Gunvor Group, Ltd. (“Gunvor”), a leading commodities trader for Carbon Sequestered Gas. This deal covers up to 10,000 MMBtu/d and allows Gunvor to purchase, market, and sell this premium commodity market product.

Natural Gas Midstream

Through our ownership in midstream systems, we are engaged in the gathering, processing, and transportation of natural gas (which we refer to as our natural gas midstream business) that supports our upstream assets and third-party producers in the Barnett and NEPA. Our midstream assets improve our overall corporate returns by enhancing our margins and lowering our break-even operating costs while allowing us to manage the timing, development, and optimization of production of our upstream assets. Our midstream operations also support the reliable delivery of natural gas fuel to the Temple Plants through our firm transportation arrangements into the Katy, Texas area and other delivery points.

Barnett

In the Barnett, during the year ended December 31, 2025, approximately 202 MMcf/d of our gross production (approximately 20% of our total gross Barnett production) was gathered and processed by our owned Barnett midstream system, which includes approximately 870 miles of gathering pipeline, 61 midstream compressors, and one amine processing unit. Our remaining Barnett production was gathered and processed primarily under an agreement with ONEOK (formerly EnLink) with no minimum volume commitments (“MVC”).

For the assets we acquired in the Bedrock Acquisition, the substantial majority of our natural gas is gathered and transported by third parties, with less than 5% gathered and transported by us. For the assets we acquired in the Exxon Barnett Acquisition, approximately 90% of our natural gas is gathered and transported through an agreement assigned to our wholly-owned subsidiary, BKV Midstream, LLC, through various market-rate based contracts that take lean gas to various delivery points into Energy Transfer’s pipeline. All gas currently flows to Energy Transfer, where BKV is under an acreage dedication for its downstream takeaway. For the assets we acquired in the Devon Barnett Acquisition, approximately 95% of our natural gas is gathered and transported by ONEOK through various contracts that govern the services provided for the Bridgeport, Ponder, and Jarvis systems. The Bridgeport system consists of both rich and lean gas governed by a market-rate based contract, as amended, with a term expiring in 2033. The gathering and processing fees under the Bridgeport contract contain an incentive mechanism pursuant to which we can achieve lower rates through refractured or new wells. All NGLs under the Bridgeport contract are sold to ONEOK at Mont Belvieu pricing subject to a market-based transport and fractionation differential. There are no MVCs associated with the natural gas gathering agreements for the assets we acquired in the Devon Barnett Acquisition.

Additionally, our owned Barnett midstream system has over 200 MMcf/d in unutilized pipeline and processing capacity, providing room to increase throughput (from our own production and for third-party volumes) while maintaining optimal operating pressure with limited additional capital investment required. We also believe we have ample dedicated capacity on third party midstream systems for our expected production and future development.

NEPA

In NEPA, we own and operate approximately 16 miles of natural gas gathering pipelines, 14 miles of freshwater distribution pipelines, and ten gas compression units in NEPA. As part of our sale of Chaffee in June 2024, we sold our minority non-operated ownership interest in a Repsol Oil & Gas operated midstream system in NEPA. Our gross operated production volumes in NEPA are contractually gathered and treated primarily by three third-party providers. For the year ended December 31, 2025, approximately 52%, 41%, and 7% of our gross operated volumes in NEPA were further gathered, treated, and transported to sales on the gathering systems of UGI Energy Services Midstream Services, Williams Companies, and Energy Transfer, respectively. We have secured these services through acreage dedications, pursuant to which current and future production sourced from the specific acreage positions designated in each contract is required to be gathered and treated by each specific entity. Some of our NEPA gas gathering and processing contracts contain limited MVC terms, which expire in the second quarter of 2029. As of December 31, 2025, 82 MMcf/d of MVC related to the gathering, central delivery point aggregation, and intra-basin transport.

9

Table of Contents

The terms of these contracts range from 10 to 20 years from the original execution date, with an average term of three years remaining between the various contracts, as of December 31, 2025. The specified rates within these contracts are generally escalated annually subject to a standard Consumer Price Index escalator. These gathering and treating contracts offer deliverability to intra-basin markets, as well as multiple downstream pipelines that offer access to inter- and intra-regional markets. This flexibility ultimately provides sufficient liquidity and market optionality that help facilitate the overall process of maximizing corporate netbacks.

Power Generation

Our Power segment consists of the BKV-BPP Power Joint Venture’s electricity generation, wholesale energy sales and purchases, and retail marketing operations. The BKV-BPP Power Joint Venture owns the Temple Plants, which are modern combined-cycle gas and steam turbine power plants located in the ERCOT North Zone in Temple, Texas. Prior to January 30, 2026, we owned a 50% interest in the BKV-BPP Power Joint Venture. Upon closing, we acquired an additional 25% interest from BPPUS, increasing our ownership to 75%. Because the transaction was between entities under common control, the accompanying consolidated financial statements have been retrospectively recast to reflect the acquisition as if it had occurred for all periods during which the entities were under common control.

Temple I and Temple II have annual average power generation capacities of 752 MW and 747 MW, respectively, and each power plant delivers power to customers on the ERCOT power network in Texas. Temple I and Temple II have baseload design heat rates of approximately 6,904 Btu/kWh and 6,950 Btu/kWh, respectively, which are below the ERCOT Combined-Cycle Gas Turbines average. The modern technology utilized at the Temple Plants enables them to respond to rapidly changing market signals in real time, ensuring the highest operational readiness during the time when electricity consumption peaks (in winter and summer), making the power plants well-suited to serve the various needs of the ERCOT market. The table presents the power generated from the Temple Plants and their capacity factors:

​

Natural Gas Supply. The Temple Plants are fueled by natural gas sourced primarily from the Houston Ship Channel and Katy area markets. The BKV-BPP Power Joint Venture holds a combined 200,000 MMBtu/d of firm transportation with Atmos and Energy Transfer and their subsidiaries, which supports receipt of gas from the Katy area with delivery to the Temple facility. Additionally, Temple I holds 125,000 MMBtu/d of interruptible transportation with Atmos Pipeline for delivery to Temple I. The BKV-BPP Power Joint Venture also holds 2,812,500 MMBtu of storage at Energy Transfer’s Bammel storage facility. This integration between our upstream natural gas production and the fuel requirements of the Temple Plants is a key component of our closed-loop business model.

Retail Marketing. In February 2023, the BKV-BPP Power Joint Venture launched a retail marketing business to sell electricity to commercial, industrial, and residential retail customers in Texas through its wholly-owned subsidiary, BKV-BPP Retail, under the brand name BKV Energy. As of December 31, 2025, BKV Energy has a portfolio of over 58,000 customers and is licensed to serve throughout the deregulated portions of Texas. BKV Energy generates revenues primarily through retail customer contracts and purchases power in the wholesale ERCOT market to satisfy its retail obligations.

Power Growth Strategy. We are actively pursuing a power growth strategy designed to expand our power generation capacity and deepen the integration between our upstream natural gas production and downstream power generation capabilities. As part of this strategy, on January 14, 2026, we entered into a manufacturing reservation agreement related to a planned power generation project under which we are committed to pay up to an aggregate of $80.0 million in reservation fees to secure future manufacturing capacity through 2028 for turbines with up to approximately 1,230 MW in total generation capacity. We leverage our existing organization to provide marketing, engineering, finance, accounting, and other administrative services to the BKV-BPP Power Joint Venture for an annual fee plus expenses.

10

Table of Contents

Carbon Capture, Utilization, and Sequestration

Through our CCUS business, we aim to reduce man-made GHG emissions to the atmosphere by capturing CO2 emitted in connection with natural gas activities, whether from our own operations or third-party operations, as well as from other energy and industrial sources. Our process involves capturing CO2 before it is released into the atmosphere and then compressing the captured CO2 and transporting it via pipeline to sites where it can be injected into Underground Injection Control (“UIC”) wells for secure geologic sequestration.

As part of our “closed-loop” approach to our net zero emissions goal, we expect to apply a portion of the CO2 emissions that are sequestered through our CCUS business to offset GHG emissions from our owned and operated upstream and natural gas midstream businesses. We have engaged third parties to analyze and report the CO2 injection volumes and environmental attributes of our sequestration projects, and we are working with the ACR and Verra to certify and register the environmental attributes associated with our CCUS projects as tradeable carbon credits. We expect our CCUS business to contribute in significant part to our goals to fully offset our Scope 1 and 2 emissions from our owned and operated upstream and natural gas midstream businesses during the early 2030s, and our Scope 1, 2, and 3 emissions from our owned and operated upstream and natural gas midstream businesses by the late 2030s. However, we may not receive 100% of the environmental attributes associated with CCUS projects funded in whole or in part by third parties, and, in such cases, we expect to have the ability to purchase such environmental attributes BKV would not otherwise receive. We may also provide development and support services for third-party owned CCUS projects on a fee-for-service model, although such projects will not be included in our path to net zero. In addition, in the future, we may sell carbon credits associated with our CCUS projects to unrelated third parties outside of our value chain. Ultimately, we will be able to apply only such portion of the sequestered emissions to offset our own GHG emissions that corresponds to the percentage of environmental attributes BKV receives (and retains) or purchases. See “— Path to Net Zero Emissions” below for a description of how we estimate our Scope 1, 2, and 3 annual emissions and how we expect our CCUS business to contribute to the offset of those emissions.

We expect to fund the majority of our CCUS business from a variety of external sources, including contributions from our joint ventures with the Class B Member and BPPUS, project-based equity partnerships, debt financing, and federal grants, with the remaining capital needs being funded with cash flows from operations. The projected timeline for commercial operations and the generation of positive CCUS business revenue and positive earnings depends, in part, on our ability to fund the anticipated capital requirements for the potential projects that we have identified and described below through external funding and revenues from our upstream business, as well as on our ability to receive our portion of the anticipated Section 45Q tax credits associated with these projects. For CCUS facilities placed in service after December 31, 2022, Section 45Q of the Code generally provides the capturing parties a tax credit of $85.00 per ton for CO₂ directly stored in geologic formations, subject to satisfaction or non-application of certain prevailing wage and apprenticeship requirements (or $17.00 per ton if such prevailing wage and apprenticeship requirements are not satisfied), with adjustments for inflation after 2026. In either case, the Section 45Q tax credits are available for a 12-year period for qualifying facilities that begin construction before January 1, 2033. We may not receive 100% of the Section 45Q tax credits associated with projects funded by third parties and, in such cases, we will receive a certain fee for CO2 transportation and/or sequestration services we provide for such projects, or we will receive only a corresponding percentage of the anticipated Section 45Q tax credits associated with such projects.

CCUS Projects

On May 8, 2025, BKV dCarbon Ventures, together with the Class B Member, and for the limited purposes specified therein, BKV Corporation, entered into the BKV-CIP JV Agreement forming BKV dCarbon Project, LLC (the “BKV-CIP Joint Venture”) for the purpose of developing CCUS projects. On May 8, 2025, BKV dCarbon Ventures contributed to the BKV-CIP Joint Venture $40.3 million of CCUS assets that included BKV dCarbon Barnett Zero, LLC and BKV dCarbon Las Tiendas, LLC and related assets (including the Barnett Zero and Eagle Ford CCUS projects), and $4.1 million of Section 45Q accrued receivables at carrying value, and committed to future contributions of certain CCUS projects, related assets, and/or cash in exchange for an interest in the BKV-CIP Joint Venture and 4,796,421 Class A Units at $10.00 per share. The Class B Member committed up to an initial $500.0 million in cash for use by the BKV-CIP Joint Venture in construction and operating new CCUS projects across the U.S. in exchange for no more than a 49% interest in the BKV-CIP Joint Venture. As of December 31, 2025, the Class B Member contributed $17.9 million.

11

Table of Contents

Currently, we have one operational CCUS project and are pursuing additional potential CCUS projects that we believe are commercially viable based on economics supported by enhanced Section 45Q tax credits and that we believe can be completed by the late 2030s. We have entered into various letters of intent and definitive contracts that we expect to grant us carbon storage and sequestration rights on over 42,000 acres of leased pore space across seven distinct projects located in three states. Our projected timeline for commercial operations of these projects depends in part on our ability to fund the capital requirements for these potential projects through external funding and revenues from our upstream business. Our timeline also depends on a regulatory environment that is favorable to our projects and their development. Our projects can be placed into two categories: (i) Class II (NGP) projects and (ii) Class VI projects. The table below presents actual and forecasted quantities of active sequestration operations for each category for years 2025 through 2028 and the early 2030s.

However, we have not secured external financing, reached FID, or entered into the definitive agreements necessary to execute many of the projects contributing to the YE 2027, YE 2028, and Early 2030s Forecast Gross Rates identified above, and there can be no guarantee that we will be able to execute and operate any of these potential future CCUS projects (or any other CCUS projects) with sufficient volumes of CO2 sequestration to achieve our Scope 1, 2, and 3 emissions goals on the timelines we anticipate. There can be no assurance that these potential CCUS projects, the projects further described herein, or any other CCUS project will achieve the forecasted sequestration volumes, and we may not commence sequestration operations for any of the projects identified above by the anticipated timeframe, or at all.

We estimate the aggregate investment required to develop the actual and potential CCUS projects identified above to be between approximately $1.3 - $1.6 billion between now and the end of 2030. We anticipate that some of these project costs will be borne by third-party investors in these projects, including our joint venture partners, owners of sources of CO2, landowners, and other stakeholders. In order to achieve the projected timeline for commercial operations of such projects, we expect to fund the majority of the anticipated cost of these CCUS projects from third-party sources, including contributions from our joint ventures with the Class B Member and BPPUS, project-based equity partnerships, debt financing, and federal grants, with the remaining capital needs being funded with cash flows from operations. We are able to moderate the capital required to fund our CCUS business, as our CCUS business model provides flexibility for us to selectively invest in only the sequestration component of a project or in the capture, transportation, and sequestration components, depending on the scope of the project. If sufficient external funding is not available to help fund our CCUS business, then we would expect to continue to develop our CCUS business from cash flows from operations on a less accelerated timeline, which may result in an inability to achieve our Scope 1, 2, and 3 emissions goals on the timeline we anticipate.

We have achieved notable milestones with respect to certain projects within each category, as more fully described below.

12

Table of Contents

Class II Operational Projects

Barnett Zero Project. In November 2023, our first CCUS project, which we refer to as the Barnett Zero Project, commenced commercial sequestration of CO2 waste generated by ONEOK’s Bridgeport natural gas processing plant and neighboring operations. In the Barnett Zero Project, ONEOK transports our natural gas produced in the Barnett to its natural gas processing plant in Bridgeport, Texas, where the CO2 waste stream is captured, compressed, and then disposed of, and sequestered via our nearby Class II injection well that complies with standards applicable to Class VI wells. During 2025, our operational projects achieved a total sequestration of approximately 138,000 metric tons of CO2.

We have used and intend to continue to use the Barnett Zero Project as a prototype for modular NGP projects that can be repeated and quickly scaled. We are currently progressing additional NGP projects based on this model and anticipate that these projects will reach FID and initiate sequestration operations at various points in 2026 through 2028.

Class II FID Projects

Eagle Ford Project. On December 18, 2024, BKV dCarbon Ventures reached internal FID to develop our second CCUS project for the sequestration of CO2 waste generated by a natural gas processing plant. This CCUS project, which we refer to as the Eagle Ford Project, will capture, compress, and then dispose of and geologically sequester the CO2 waste stream generated as a byproduct of third-party natural gas processed by the plant. We estimate the Eagle Ford Project will geologically sequester up to approximately 90,000 metric tons of CO2 per year. We currently estimate the total investment required for the Eagle Ford Project to be approximately $22 million and we expect to be entitled to use 100% of the environmental attributes associated with the project towards our net zero goals. We are targeting commencement of CO2 sequestration activities during the first quarter of 2026, at which point we expect this project will be the second of our current modular line of identified potential NGP projects.

Cotton Cove Project. On October 18, 2022, BKV dCarbon Ventures reached internal FID to develop our third CCUS project in the Barnett. This CCUS project, which we refer to as the Cotton Cove Project, will separate, dispose of, and geologically sequester CO2 generated as a byproduct of our natural gas production in the Barnett and will utilize our midstream assets to do so. We have secured pore space for CO2 injection, and we estimate the Cotton Cove Project will geologically sequester up to approximately 32,000 metric tons of CO2 per year. The Cotton Cove Project is held through the BKV-BPP Cotton Cove Joint Venture, which is owned 51% by BKV dCarbon Ventures and 49% by BPPUS. We currently estimate the total investment required for the Cotton Cove Project to be approximately $18.0 million, of which we contributed $9.0 million and BPPUS contributed $8.8 million through December 31, 2025. We currently expect to be entitled to use the majority of the environmental attributes associated with such project towards our net zero goals. We are targeting commencement of CO2 sequestration activities during the first half of 2026, at which point we expect this project will be the third of our current modular line of identified potential NGP projects, in addition to the Barnett Zero Project. Additionally, BKV dCarbon Ventures will manage the BKV-BPP Cotton Cove Joint Venture and leverage our existing organization to provide marketing, engineering, finance, operations, project management, accounting, and other administrative services to the BKV-BPP Cotton Cove Joint Venture, in each case for an annual fee plus expenses.

East Texas Project. On December 11, 2025, BKV dCarbon Ventures reached internal FID to develop our fourth CCUS project for the sequestration of waste emissions from a natural gas processing plant. This CCUS project, which we refer to as the East Texas Project, will capture, compress, and then dispose of and geologically sequester the CO2 waste stream generated as a byproduct of third-party natural gas processed by the plant. We estimate the East Texas Project will geologically sequester up to approximately 70,000 metric tons of CO2 per year. We currently estimate the total investment required for the East Texas Project to be approximately $22 million and we expect to be entitled to use 100% of the environmental attributes associated with the project towards our net zero goals. We are targeting commencement of CO2 sequestration activities in the first half of 2027, at which point we expect this project will be the fourth of our current modular line of identified potential NGP projects.

Other Class II NGP Projects

We have identified other potential NGP projects that we anticipate will achieve FID and commence initial sequestration operations at various points in 2026 through 2028. Much of the carbon capture infrastructure required for these NGP projects is already in place. For example, the NGP facilities have amine towers to capture and concentrate CO2 emissions to meet natural gas sales specifications. Also, we have secured or are in discussions to secure definitive agreements for pore space leasehold for several projects, and have submitted or are working towards submitting well permit applications. If these projects are approved at FID, definitive agreements are executed on the terms and timeline we believe are obtainable, and sufficient external funding is secured, we expect these projects to start sequestration operations before December 31, 2028.

13

Table of Contents

On February 24, 2026, BKV dCarbon Ventures entered into a definitive agreement in connection with our fifth and sixth CCUS projects for the sequestration of waste emissions from natural gas processing plants. We expect these CCUS projects to capture, compress, and then dispose of and geologically sequester the CO₂ waste stream generated as a byproduct of Comstock Resource’s natural gas processing plants in the Western Haynesville region. Although we have not secured external financing, reached FID, or entered into all definitive agreements necessary to execute these projects we have identified, if approved at FID, assuming we are able to execute additional definitive agreements on the terms and timeline we believe are obtainable, and secure sufficient external funding, and subject to receipt of required regulatory approvals, these projects are expected to include the development of two Class II injection wells and further expand our current modular line of identified potential NGP projects. For more information about the risks involved in our CCUS business, see “Risk Factors - Risks Related to Our CCUS Business” in the Original Form 10-K.

Class VI Projects

We are also evaluating potential medium to higher concentration industrial projects to sequester third-party emissions, and anticipate these projects will achieve FID and commence initial sequestration operations at various points prior to 2033.

Pore space leaseholds have been secured for our potential industrial projects, including one covering approximately 21,000 acres of state-owned land in Louisiana, which we refer to as the High West Project.

In August 2023, High West entered into a carbon sequestration agreement with the State of Louisiana to develop facilities and permanently sequester CO2 from local third-party emissions sources. The State of Louisiana granted High West the carbon storage and sequestration rights on approximately 21,000 acres of land in St. Charles and Jefferson Parishes. The acreage is in an ideal location for targeted carbon capture and sequestration efforts, with an estimated 10 Mtpy CO2 of potential capture and sequestration in Phase I of the development. This site is located within a 20 mile radius from various emissions points. The Class VI permit application for Phase I of the initial five well development was submitted on March 31, 2025, and was deemed administratively complete on August 27, 2025 by the Louisiana Department of Energy and Natural Resources (now the Louisiana Department of Conservation and Energy). The storage site is estimated to have approximately 200 Mt of total CO₂ storage capacity in Phase I of the development, which is expected to support injection volumes of up to 10 Mt per year over an anticipated operating life of approximately 20 years. Additional phases of development may be undertaken as needed. We currently estimate the total investment required for High West to be approximately $163 million with the potential for additional phases of development. Under the agreement, High West will dispose of CO2 waste from local third-party emissions sources through permanent sequestration via injection wells on the designated acreage.

We have filed applications to seek Class VI permits for three of these industrial projects, two of which are in the State of Louisiana and one of which is in the State of Texas. The U.S. Environmental Protection Agency (the “EPA”) recognized our permit applications as being administratively complete in January 2024 and February 2024, respectively, for one of our State of Louisiana projects and the State of Texas project. Both the State of Louisiana and State of Texas applied for, and have been granted, primacy for the EPA’s Class VI permitting program and these two applications have been transferred from the EPA to the respective state agencies. In July 2025, the Louisiana Department of Conservation and Energy additionally recognized the permit application originally submitted to the EPA for the State of Louisiana permit as administratively complete. For the other State of Louisiana Class VI location (which BKV has designated as the “High West” project), the Class VI permit application for a five well initial development industrial location was filed with the State of Louisiana on March 31, 2025. On August 27, 2025, the Louisiana Department of Conservation and Energy recognized the initial five well permit applications as being administratively complete. We continue to engage in discussions with additional CO2 sources regarding a number of potential projects. Subject to FID for each project, the availability of sufficient external financing, and the execution of definitive agreements we believe are obtainable, we expect to initiate sequestration operations prior to 2033.

Our CCUS business and all of our CCUS projects are in the early stages of development. Although we commenced commercial operations with the initial injection of CO₂ waste at the Barnett Zero Project in November 2023, reached FID, and entered into definitive agreements with respect to the Eagle Ford Project, the Cotton Cove Project, and the East Texas Project, we have not reached FID for, or entered into the definitive agreements necessary to execute, any of the other projects identified above. We may not be able to reach agreements on terms acceptable to us or achieve our projected timeline for commercial operations for these projects. In addition, the development of our CCUS business is expected to require material capital investments, and the projected timeline for commercial operations depends on our ability to fund the anticipated capital requirements for the potential projects that we have identified through external funding and revenues from our upstream business. We expect to fund the majority of these CCUS projects from a variety of external sources, including contributions from our joint ventures with the Class B Member and BPPUS, project-based equity partnerships, debt financing, and federal grants, with the remaining capital needs being funded with cash flows from operations. The commercial viability of our CCUS projects depends, in part, on obtaining necessary permits and other regulatory

14

Table of Contents

approvals and on our ability to receive our portion of the anticipated Section 45Q tax credits associated with these projects. In particular, we must meet certain wage and apprenticeship requirements in order to qualify for enhanced Section 45Q tax credits. For more information about the risks involved in our CCUS business, see “Risk Factors - Risks Related to Our CCUS Business” in the Original Form 10-K.

As discussed above, we are also currently progressing FEED studies regarding CO2 capture from combined-cycle natural gas power turbines, like those at the Temple Plants, to further delineate capital and operating costs of such facilities. Implementation of such capture at BKV’s existing or developed power facilities would significantly reduce the carbon intensity of the associated power produced from such facilities.

Path to Net Zero Emissions

We conducted an initial assessment of our annual Scope 1 and 2 emissions from our owned and operated upstream businesses as of December 31, 2021, and subsequently updated that assessment for the upstream and natural gas midstream businesses acquired through the Exxon Barnett Acquisition in 2022 to establish an emissions baseline of 2.49 Mtpy CO2e annual Scope 1 and 2 emissions from our owned and operated upstream and natural gas midstream businesses as of December 31, 2021. Our assessments did not address our GHG emissions from our other business operations. Our emissions estimates presented in this Amendment No. 1 are based on information with respect to our owned and operated upstream and natural gas midstream businesses in the Barnett and NEPA through fiscal year 2024 and reported by BKV pursuant to the requirements of the federal Clean Air Act GHG reporting program regulations for petroleum and natural gas systems, Subpart C and Subpart W, as applicable. These estimates will be updated annually to reflect any changes in activity, inventory, production throughput, and emissions reduction retrofits or equipment modifications, and published in our annual Sustainability Report.

Our path to net zero solely addresses GHG emissions relating to our owned and operated upstream and natural gas midstream businesses and does not address GHG emissions from our other business operations, namely our CCUS and power generation businesses. Although we believe our current path to net zero will be sufficient to reduce emissions related to our existing owned and operated upstream and natural gas midstream businesses, the future growth or expansion of such businesses will result in additional GHG emissions. We believe our approach to reducing the emissions from our owned and operated upstream and natural gas midstream operations is repeatable and scalable in connection with future growth through continued investment and expansion of our Pad of the Future program and our emissions and leak surveys, as well as additional CCUS and solar projects.

We estimate that our annual Scope 3 emissions from our owned and operated upstream and natural gas midstream businesses were approximately 17.0 Mtpy CO2 as of December 31, 2024. These Scope 3 emissions are currently estimated in accordance with IPIECA’s “Sustainability reporting guidance for oil and gas industry,” dated March 2020. Specifically, Scope 3 emissions are estimated per the Greenhouse Gas Protocol’s “Corporate Value Chain (Scope 3) Accounting and Reporting Standard,” released in 2011, under Category 11 (Use of Sold Product). Scope 3 emissions estimated for Category 11 represent over 90% of the Scope 3 emissions from our owned and operated upstream and natural gas midstream operations, with minor contributions from other source categories. Additionally, our estimated Scope 3 emissions calculations assume that all natural gas produced is combusted and does not account for other potential end uses of natural gas. Scope 3 mass emissions are calculated using the EPA’s prescribed emissions factors for the speciated natural gas (methane and ethane) as well as NGLs, assuming Y-grade NGLs. Effective as of 2024, the Company’s Scope 3 CO2e emissions are estimated using AR5 Global Warming Potentials, similar to those used by the EPA. The AR5 Global Warming Potentials supersede the AR4 Global Warming Potentials applied in prior periods. Our annual Scope 3 CO2e emissions for the year ended December 31, 2024 were estimated at an approximated year-end net production volume of 855 MMcfe/d of natural gas (approximately 85% methane, 5% ethane and 10% other) and approximately 113.4 MBbls of NGLs (or approximately 1.7 MMcfe/d), as reported to the EPA for Subpart W. Our NGL constituents are estimated based on average constituent NGL barrel. Allocating the entire 856 MMcfe/d towards combustion as the end use, applying suitable combustion emission factors from the EPA, and using AR5 GWPs, Scope 3 annual emissions from our operated upstream operations are estimated at approximately 17.0 Mtpy CO2. We currently engage third party consultants to develop and review our Scope 3 emissions estimates.

Planned Path to Net Zero (Scope 1 and 2)

Pad of the Future. Our Pad of the Future program has implemented pad level design improvements to reduce pad level usage of natural gas, reduce GHG emissions, and maintain operational continuity. As of December 31, 2025, we completed the conversion of over 75% of our pneumatic devices and pneumatic pumps in the Barnett and during the year ended December 31, 2025, we successfully completed the program with our upstream owned and operated assets in NEPA. Through December 31, 2025, our total costs incurred to complete the conversions approximated $23.6 million.

15

Table of Contents

Based on the success of this effort, methane is no longer our largest source of GHG emissions on a CO2e emissions-related basis. Due to this success, regulatory updates, and other operational efficiencies, we are evaluating the need for future pneumatic retrofits and will be transitioning investments to other emission reduction technologies more impactful to our assets.

Emissions Monitoring. Our leak detection and repair emissions monitoring program involves continuous ground-based instrument monitoring, satellite-based monitoring, aerial flyovers, and on the ground leak detection and repair inspections.

Solar Renewable Credits. We expect to purchase the SRECs generated by the BKV-BPP Power Joint Venture’s planned 2.5 MW to 5 MW solar facility. The initial 2.5 MW phase was completed and began generating power in August 2024. The BKV-BPP Power Joint Venture has obtained permits for the full 5 MW facility and is evaluating development of the remaining 2.5 MW. Solar facilities may be subject to increasingly arduous regulatory requirements, including additional permitting requirements. For every 1,000 kilowatt-hours of electricity produced by an eligible solar facility, one SREC is awarded. For a solar facility to be credited with that SREC, the system must be certified and registered by state agencies. The BKV-BPP Power Joint Venture’s solar facility is expected to generate SRECs sufficient to offset approximately 30% of the Scope 2 emissions from our owned and operated upstream and natural gas midstream business as of December 31, 2025.

CCUS. Further, as discussed under “— Carbon Capture, Utilization, and Sequestration” above, we believe that the Barnett Zero Project, together with the Eagle Ford Project, the Cotton Cove Project, the East Texas Project, and the additional pre-FID projects for the capture and sequestration of third-party emissions that we have identified, have a combined annual forecasted sequestration volume of approximately 19.0 Mtpy CO2 during the early 2030s. Although we have not secured external financing, reached FID, or entered into the definitive agreements necessary to execute any of the additional pre-FID projects we have identified, if approved at FID, and assuming we are able to execute definitive agreements on the terms and timeline we believe are obtainable, and secure sufficient external funding, we expect these projects to start sequestration operations before December 31, 2029.

However, we have not secured external financing, reached FID, or entered into the definitive agreements necessary to execute any of the pre-FID projects identified above, and there can be no guarantee that we will be able to execute and operate any of the potential CCUS projects we have identified (or any other CCUS projects) with sufficient volumes of CO2 sequestration to achieve our Scope 1, 2, and 3 emissions goals on the timelines we anticipate. There can be no assurance that any of the potential projects we have identified or the Barnett Zero Project will achieve forecasted sequestration volumes, and we may not commence sequestration operations for any of the potential projects identified above by the anticipated timeframe, or at all. Furthermore, we may not receive 100% of the environmental attributes associated with CCUS projects funded in whole or in part by third parties, and, in such cases, we expect to have the right to purchase such environmental attributes BKV would not otherwise receive. In addition, in the future, we may sell carbon credits associated with our CCUS projects to unrelated third parties outside our value chain. Ultimately, we will be able to apply only such portion of the sequestered emissions to offset our own GHG emissions that corresponds to the percentage of environmental attributes BKV receives (and retains) or purchases. While we may consider alternatives to offset our owned and operated upstream and natural gas midstream emissions (including the purchase of verified offset credits) in order to meet our Scope 1 and 2 emissions goals, ultimately, we may not be able to achieve our goals of net zero Scope 1 and 2 emissions from our owned and operated upstream and natural gas midstream businesses during the early 2030s.

Planned Path to Net Zero (Scope 1, 2, and 3)

We also aspire to offset the annual Scope 3 emissions impact of our owned and operated upstream and natural gas midstream businesses by the late 2030s, which we estimated to be approximately 17.0 Mtpy CO2 annually as of December 31, 2024. Our CCUS business of capturing and sequestering our gas processing-related emissions along with third-party GHG emissions is a critical component to achieving this net zero goal. This aspiration to offset the Scope 3 emissions of our owned and operated upstream and natural gas midstream businesses by the late 2030s is primarily limited to our Category 11 (Use of Sold Product) emissions, which we believe represents a significant portion of the overall Scope 3 emissions from our owned and operated upstream and natural gas midstream businesses. We will periodically perform materiality assessments on our Scope 3 emissions to ensure the accuracy of our Scope 3 emissions footprint. At this time, our Scope 3 emissions estimate does not include our GHG emissions from our other business operations, namely our CCUS and power generation businesses.

As discussed in “— Carbon Capture, Utilization and Sequestration,” above, we are currently operating the Barnett Zero Project owned by the BKV-CIP Joint Venture and have identified additional potential CCUS projects that we believe are commercially viable and estimate would have a combined forecasted annual volume of carbon capture and sequestration of approximately 19.0 Mtpy CO2 during the early 2030s, which represents a majority of our current Scope 1, 2, and 3 annual emissions from our owned and operated upstream and natural gas midstream businesses. The BKV-CIP Joint Venture will retain and monetize all environmental attributes

16

Table of Contents

associated with CCUS projects contributed to the BKV-CIP Joint Venture, including pursuant to a first right of BKV or its affiliates to purchase such environmental attributes at fair market value. Ultimately, with respect to CCUS projects contributed to the BKV-CIP Joint Venture, we will be able to apply to offset our own GHG emissions only the portion of sequestered emissions attributable to the percentage of environmental attributes that BKV purchases from the BKV-CIP Joint Venture. We will continue to evaluate and identify potential CCUS project opportunities consistent with our goal of offsetting our annual Scope 1, 2, and 3 emissions from our owned and operated upstream and natural gas midstream businesses by the late 2030s. However, we may not purchase, receive, or retain 100% of the environmental attributes associated with our CCUS projects as discussed above, which may negatively impact our net zero strategy, potentially delaying or preventing our progress towards achieving our net zero goals.

Large scale CCUS projects are subject to numerous risks and uncertainties, including securing third-party financing, reaching definitive agreements with third parties, and obtaining necessary permits and other regulatory approvals, and we may be unable to execute on some or all of these projects, including the projects for which we have reached FID on the timeline we anticipate, on terms acceptable to us, or at all. There can be no guarantee that we will be able to execute and complete any identified CCUS projects and there can be no guarantee that we will be able to achieve our net zero Scope 1, 2, and 3 emissions goals. If sufficient external funding is not available to help fund our CCUS business, then we would expect to continue to develop our CCUS business from cash flows from operations on a less accelerated timeline. If we are not able to complete CCUS projects having a sufficient forecasted volume of carbon capture to offset our Scope 1, 2, and 3 annual emissions on the timeline and upon terms that we believe are obtainable, we may not be able to achieve our goal of net zero Scope 1, 2, and 3 emissions from our owned and operated upstream and natural gas midstream businesses by the late 2030s.

Our Acreage

The following table summarizes our acreage position as of December 31, 2025:

​

The following table summarizes our acreage position as of December 31, 2024:

​