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): March 10, 2026
BKV CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-42282 | 85-0886382 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1200 17th Street, Suite 2100 Denver, Colorado | 80202 |
| (Address of principal executive offices) | (Zip Code) |
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | BKV | New York Stock Exchange |
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
| Item 7.01. | Regulation FD Disclosure. |
On March 10, 2026, BKV Corporation (the “Company”) issued a press release announcing the commencement of an underwritten public offering of 9,692,089 shares of its common stock (the “Offering”), which includes 5,550,000 shares being offered by the Company and 4,142,089 shares being offered by Bedrock Energy Partners, LLC, as the selling stockholder. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
On March 11, 2026, the Company issued a press release announcing the pricing of the Offering. The Company has granted the underwriter a 30-day option to purchase up to an additional 1,453,813 shares of its common stock on the same terms and conditions. A copy of such press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.
This Current Report Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any security, including the Company’s common stock, nor a solicitation for an offer to purchase any security, including the Company’s common stock.
The information furnished in this Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release, dated March 10, 2026, announcing the Offering. | |
| 99.2 | Press Release, dated March 11, 2026, announcing the pricing of the Offering. | |
| 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 | ||
| March 11, 2026 | By: | /s/ David R. Tameron |
| David R. Tameron | ||
| Chief Financial Officer |