Form 8-K

8-K — BKV Corp

Accession: 0001104659-26-114193

Filed: 2026-10-07

Period: 2026-10-02

CIK: 0001838406

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2626974d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2626974d1_ex99-1.htm)

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2026-10-02

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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): October

2, 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

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 1.01. Entry into a Material Definitive Agreement.

On October 2, 2026, a wholly owned subsidiary of BKV Corporation (“BKV”

or the “Company”) entered into an equipment supply contract (the “Supply Contract”) with a Tier 1 supplier (the "Supplier") for the purchase of power generation equipment, including two turbines, certain balance of plant equipment and

related services (collectively, the “Equipment”), for the Company’s prospective power generation project in Texas.

Under the Supply Contract, the Supplier will supply and

deliver the Equipment between September 2028 and May 2029 for an aggregate purchase price of approximately $800.0 million (the “Contract

Price”). $80.0 million in reservation fees previously paid by the Company are credited against the Contract Price. The remainder

of the Contract Price is payable in installments from October 2026 through December 2028. Inclusive of the $80.0 million reservation

fee credit, approximately $200.0 million of the Contract Price is due on or before March 31, 2027. Approximately 90% of the portion of

the Contract Price due on or before March 31, 2027 is covered by way of a backstop agreement with a leading investment grade hyperscaler.

This hyperscaler is also the intended offtaker for the Company’s prospective power generation project. If we have not reached mutually

agreeable offtake arrangements by March 31, 2027, then BKV may at such time terminate the Supply Contract for convenience and have

no further payment obligations thereunder.

The foregoing description of the Supply Contract

does not purport to be complete and is qualified in its entirety by reference to the full text of the Supply Contract, a copy of which

will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2026.

Item 7.01.

Regulation FD Disclosure.

On October 7, 2026, BKV issued a press

release announcing the entry into the Supply Contract. A copy of the press release is furnished with this Current Report on Form 8-K

as Exhibit 99.1.

The

information furnished pursuant to this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed”

for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated

by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly

stated in such filing.

Forward-Looking Statements

The information in this Current Report on

Form 8-K includes “forward-looking statements” within the meaning of the federal securities laws, including statements

regarding the delivery timelines for the Equipment under the Supply Contract, the timing and amount of payments under the Supply

Contract, the performance of the Supplier under the Supply Contract, and the Company’s ability to enter into power offtake

arrangements for its prospective power generation project by March 31, 2027, in each case as described above. Forward-looking

statements, which are not historical facts, include statements regarding BKV’s strategy, future operations, financial

position, estimated revenue and losses, projected costs, prospects, plans and objectives of management, and often contain words such

as “expect,” “project,” “estimate,” “believe,” “anticipate,”

“intend,” “budget,” “plan,” “seek,” “aspire,” “envision,”

“forecast,” “target,” “predict,” “may,” “should,” “would,”

“could,” “will,” the negative of these terms and similar expressions, which are intended to identify

forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking

statements include, but are not limited to, statements about 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. Forward-looking statements are based on management’s

current views and assumptions. 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 and are difficult to predict. In addition,

management’s assumptions about future events may prove to be inaccurate. As a result, actual results could differ materially

from those indicated in these forward-looking statements. When considering these forward-looking statements, you should keep in mind

the risk factors and other cautionary statements discussed in BKV’s filings with the Securities and Exchange Commission (the

“SEC”), including the risks and uncertainties addressed under the headings “Risk Factors” and

“Cautionary Note Regarding Forward-Looking Statements” in BKV’s most recent Annual Report on Form 10-K, Quarterly

Reports on Form 10-Q and in BKV’s other filings with the SEC. BKV undertakes no obligation and does not intend to update these

forward-looking statements to reflect events or circumstances occurring after this Current Report. You are cautioned not to place

undue reliance on these forward-looking statements, which speak only as of the date of this Current Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press Release dated October 7, 2026.

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

October 7, 2026

By:

/s/ David R.

Tameron

David R. Tameron

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2626974d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

BKV Announces Power Generation Equipment Supply

Contract Backed by Agreement with a Leading Investment-Grade Hyperscaler

DENVER – (October 7, 2026) –

BKV Corporation (“BKV” or the “Company”) (NYSE: BKV) today announced that a wholly owned subsidiary of BKV has

executed an equipment supply contract with a Tier 1 Supplier for the purchase of natural gas-fired power generation equipment for the

Company’s prospective power generation project in Texas. BKV also announced a backstop agreement with a leading investment-grade

hyperscaler, under which the hyperscaler has agreed to reimburse a portion of BKV’s costs associated with the equipment and related

project work. This investment grade hyperscaler is also the intended off-taker for the prospective power generation project.

The

backstop agreement supports BKV’s procurement of certain long-lead-time equipment including gas turbines, reheat steam turbines,

reheat heat recovery steam generators and a plant distributed control system, along with related auxiliary equipment and services. If

BKV and the investment grade hyperscaler have not reached mutually agreeable offtake arrangements by March 31, 2027, BKV may terminate

the equipment supply contract at such time and have no further payment obligations thereunder. The

backstop agreement covers approximately 90% of the payments owed by BKV through

March 31, 2027 under the equipment supply contract. This supports BKV’s power growth strategy and closed-loop platform spanning

natural gas production, power generation and carbon capture.

The equipment supply contract provides that the

supplier will supply approximately 1,200 megawatts of power generation equipment, with deliveries beginning in September 2028.

“Securing long-lead-time generation equipment

is an important step in advancing power projects on the scale and timelines customers require and is consistent with our disciplined approach

to capital deployment” said Chris Kalnin, Chief Executive Officer of BKV Corporation.

About BKV Corporation

BKV Corporation

(NYSE: BKV) is a forward-thinking, growth-driven energy company focused on the sustainable development and delivery of low-carbon energy

solutions and baseload power. As the largest natural gas producer by gross operated volume in the Barnett Shale, BKV is strategically

expanding an end-to-end value chain that leverages its assets in upstream production, midstream infrastructure, natural gas-fired power

generation and carbon capture, utilization and storage (CCUS). Through this innovative, closed-loop approach, BKV solves customers’

toughest energy challenges, meeting growing power demand and enabling sustainable growth for the future. Headquartered in Denver, Colorado,

BKV is committed to driving long-term, risk adjusted shareholder value by optimizing and scaling our closed-loop energy platform for

a carbon neutral future. For more information, visit the BKV website at www.bkv.com.

Forward Looking Statements

The information in this press release includes

“forward-looking statements” within the meaning of the federal securities laws, including statements regarding the delivery

timelines for the equipment under the supply contract, the timing and amount of payments under the supply contract, performance of the

equipment being acquired under the supply contract, the performance of the Supplier under the supply contract, and the Company’s

ability to enter into power offtake arrangements for its prospective power generation project by March 31, 2027, in each case as

described above. Forward-looking statements, which are not historical facts, include statements regarding BKV’s strategy, future

operations, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management, and often

contain words such as “expect,” “project,” “estimate,” “believe,” “anticipate,”

“intend,” “budget,” “plan,” “seek,” “aspire,” “envision,” “forecast,”

“target,” “predict,” “may,” “should,” “would,” “could,” “will,”

the negative of these terms and similar expressions, which are intended to identify forward-looking statements, although not all forward-looking

statements contain such identifying words. Such forward-looking statements include, but are not limited to, statements about 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. Forward-looking statements

are based on management’s current views and assumptions. 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 and are difficult to predict. In

addition, management’s assumptions about future events may prove to be inaccurate. As a result, actual results could differ materially

from those indicated in these forward-looking statements. When considering these forward-looking statements, you should keep in mind the

risk factors and other cautionary statements discussed in BKV’s filings with the Securities and Exchange Commission (the “SEC”),

including the risks and uncertainties addressed under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking

Statements” in BKV’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in BKV’s other

filings with the SEC. BKV undertakes no obligation and does not intend to update these forward-looking statements to reflect events or

circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which

speak only as of the date of this press release.

For BKV:

Media Contact:

Becky Escott

BKV Corporation

Vice President, Corporate Communications

media@bkvcorp.com

Investor Contacts:

Michael Hall

BKV Corporation

Vice President, Investor Relations

investorrelations@bkvcorp.com

Patrick Freeman

BKV Corporation

Senior Director, Investor Relations

investorrelations@bkvcorp.com

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