v3.26.1
Business and Basis of Presentation
12 Months Ended
Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business and Basis of Presentation

Note 1 - Business and Basis of Presentation

Business

BKV Corporation (“BKV Corp”) was formed on May 1, 2020 and is a corporation registered with the State of Delaware. BKV Corp is a growth-driven energy company focused on creating value for its shareholders through organic development of its properties, as well as accretive acquisitions. BKV Corp’s core businesses are the production of natural gas and the generation of natural gas-fired power from our owned and operated assets.

The majority shareholder of BKV Corp is BNAC. BKV Corp’s ultimate parent company is Banpu Public Company Limited (“Banpu”), a public company listed in the Stock Exchange of Thailand. As of March 6, 2026, Banpu, the ultimate parent company of BNAC and BPPUS, indirectly owned an aggregate 67.1% of BKV Corp’s shares. The remaining 32.9% of shares of common stock of BKV Corp were owned by non-controlling members of management, members of the board of directors, and employee and non-employee shareholders.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with GAAP and include the accounts for BKV Corp’s wholly-owned subsidiaries and majority-owned subsidiaries in which BKV Corp has a controlling interest.

BKV-BPP Power, a Delaware limited liability company, was formed on July 30, 2021 to own and operate combined-cycle natural gas-fired power generation facilities and a retail electricity marketing business in Temple, Texas. BKV-BPP Power is a joint venture owned by BKV Corp and BPPUS. Following the closing of the BKV-BPP Power Joint Venture Transaction on January 30, 2026, the BKV-BPP Power Joint Venture is owned 75% by BKV and 25% by BPPUS. Because the BKV-BPP Power Joint Venture Transaction represented an acquisition of a business between entities under common control, the Company has retrospectively recast certain financial information and related disclosures included herein to include the historical results of the BKV-BPP Power Joint Venture for all periods beginning on July 30, 2021, which was the formation of the BKV-BPP Power Joint Venture when the Company and BKV-BPP Power first came under common control. See Note 3 - Acquisition and Dispositions for further discussion. The Company is also considered the primary beneficiary of BKV-BPP Power and consolidated BKV-BPP Power’s financial results in accordance with ASC 810, Consolidation. See Note 14 - Investments for further discussion. This also caused the Company’s reportable segments to change 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 the CCUS business. See Note 19 - Reportable Segments for further discussion.

BKV-BPP Power and its direct and indirect wholly-owned subsidiaries, Temple Generation I, Temple Intermediate Holdings II, Temple Generation II, BKV-BPP Retail, and BKV-BPP Ponder Solar, own the power generation and related assets and retail energy business that comprise the Company’s Power segment.

BKV Upstream Midstream, a limited liability company, was formed on May 21, 2024 and is registered in the state of Delaware. This entity is a wholly-owned subsidiary of BKV Corp. Since its formation, all of the midstream and upstream entities of BKV Corp are wholly-owned subsidiaries of BKV Upstream Midstream. BKV Upstream Midstream and its wholly-owned subsidiaries, BKV Operating, LLC, BKV Barnett, LLC, BKV Chelsea, LLC (“Chelsea”), BKV Midstream, LLC, BKV North Texas, LLC, and Kalnin Ventures, LLC comprise the Company’s Upstream/Midstream segment.

On June 14, 2024, BKV sold BKV Chaffee Corners, LLC (“Chaffee”), and on June 28, 2024, sold certain of its non-operated upstream assets in Chelsea. See Note 3 - Acquisition and Dispositions for further discussion.

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”) from Bedrock Energy Partners, LLC (the “Seller”), pursuant to a Membership Purchase Agreement (the “Bedrock Purchase Agreement”). BKV Barnett II and its subsidiaries own certain oil and natural gas producing properties and midstream assets in the Barnett Shale. See Note 3 - Acquisition and Dispositions for further discussion.

Together, BKV Corp, its wholly-owned subsidiaries, and its majority-owned subsidiaries where BKV Corp has a controlling interest and is the primary beneficiary, are referred to collectively as “BKV” or the “Company.” All intercompany balances and transactions between these entities have been eliminated within the consolidated financial statements.

Reclassification

Certain prior period amounts have been reclassified in order to conform to the current period presentation. These reclassifications had no impact on previously reported balance sheets, net income (loss), net cash flows, or stockholders’ equity.

Initial Public Offering

On September 27, 2024, the Company completed its initial public offering (the “IPO”) of 15,000,000 shares of common stock at a price to the public of $18.00 per share. After underwriting discounts and commissions of $16.2 million, the Company received net proceeds from the offering of $253.8 million. The Company also granted the IPO underwriters 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, resulting in additional net proceeds of $11.9 million, after deducting underwriting discounts and commissions of $0.8 million.

Upon consummation of the IPO, 5,026,638 mezzanine shares were converted into common stock.

Equity Offering

On December 3, 2025, the Company completed its public offering of 6,900,000 shares of common stock for net proceeds of $170.1 million, which were used, together with cash on hand, for the payment of the cash consideration of the purchase price in connection with BKV’s acquisition of a controlling interest in BKV-BPP Power LLC and related expenses. See Note 13 - Stockholders’ Equity and Mezzanine Equity and Note 14 - Investments for further detail.

Deferred Offering Costs

The Company capitalized legal and other third party fees directly related to the Company’s IPO on the consolidated balance sheets, and on September 27, 2024, the Company recognized these costs as a reduction to the proceeds received from the IPO in the amount of $11.6 million.

Liquidity

As of December 31, 2025, the Company held $248.4 million of cash and cash equivalents. The Company’s working capital deficit as of December 31, 2025 was $53.2 million, and for the year ended December 31, 2025, cash flows provided by operating activities was $280.4 million. The Company intends to make the payments related to its debt and investments in capital expenditures with cash flows from operations. During the year ended December 31, 2025, the Company purchased put options with several counterparties and paid a premium of $16.2 million. For further discussion on derivative transactions, see Note 7 - Derivative Instruments.

On September 26, 2025, BKV Upstream Midstream issued in a private placement $500.0 million of 7.50% senior unsecured notes due October 15, 2030 (the “2030 Senior Notes”). The 2030 Senior Notes were issued at par and resulted in proceeds of $490.0 million, after deducting underwriters’ discounts and commissions. The proceeds were used to repay a portion of the RBL Credit Agreement and fund a portion of the purchase price of the Bedrock Acquisition, with the remainder of the purchase price being funded with shares of BKV’s common stock. See Note 4 - Debt for further discussion on the RBL Credit Agreement and these transactions.

On September 29, 2025, BKV Upstream Midstream acquired 100% of the equity interests of BKV Barnett II from the Seller, and for the year ended December 31, 2025, paid total cash consideration of $266.5 million and transaction costs of $3.8 million. See Note 3 - Acquisition and Dispositions for further discussion.