Date of Report (date of earliest event reported): August 12, 2025

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

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Emerging growth company x

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Purchase Price. The Purchase Agreement provides that a portion of the Purchase Price will be funded at the closing of the Bedrock Acquisition (the “Closing”) consisting of (i) the Deposit (described below), (ii) cash to repay certain Bedrock indebtedness, and (iii) the issuance of BKV common stock valued at up to $110 million (less certain Seller transaction expenses and other indebtedness) (the “Adjusted Stock Consideration Value”). Following the Closing, the remainder of the Purchase Price, subject to customary adjustment, will be paid by December 31, 2025, subject to the terms and conditions of the Purchase Agreement. We expect to fund the cash consideration for the Bedrock Acquisition with a combination of cash on hand and borrowings under our existing reserve-based lending agreement. On August 8, 2025, BKV deposited 10% of the unadjusted Purchase Price (the “Deposit”) into a third-party escrow account. At the Closing, the Deposit will be retained in an escrow account as a holdback for any BKV indemnification claims until released on the terms and conditions contained in the Purchase Agreement.

Stock Consideration. The number of shares of BKV common stock to be issued at Closing (the “Stock Consideration”) will be determined by dividing the Adjusted Stock Consideration Value by the volume weighted average price of BKV common stock during the 20 consecutive trading-day period ended August 7, 2025. Seller has agreed not to dispose of the Stock Consideration for a period of 60 days following the date on which the Stock Consideration is delivered to Seller. In addition, BKV has agreed to, among other things, (i) provide Seller with certain Form S-3 demand and piggy back registration rights for the Stock Consideration, subject to customary cutbacks, lock-up periods, blackout periods and other limitations, (ii) pay certain registration expenses and (iii) provide Seller with customary indemnification rights, which will be set forth in a Registration Rights Agreement to be entered into between BKV and the Seller at Closing.

Closing Conditions; Termination; Other. 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. The Purchase Agreement contains certain standard termination rights for Purchaser and Seller, including the right to terminate the Purchase Agreement if the Bedrock Acquisition has not been consummated before November 1, 2025.

The foregoing descriptions of the Purchase Agreement, the Bedrock Acquisition, and the other transactions contemplated thereby are qualified in their entirety by the full text of the Purchase Agreement, which will be filed as an exhibit to BKV’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

by investors, (c) were made only as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement and (d) have been included in the Purchase Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact. Accordingly, the Purchase Agreement will be included only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding the parties thereto or their respective businesses. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Purchase Agreement or any of their respective subsidiaries or affiliates. Information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in BKV’s public disclosures. The Purchase Agreement should not be read alone, but should instead be read in conjunction with the other information regarding BKV that is or will be contained in BKV’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other documents that BKV files with the Securities and Exchange Commission.

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 the Company’s most recent Annual Report on Form 10-K filed and any subsequent Quarterly Reports on Form 10-Q. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and Company 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.