UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On September 9, 2026, BKV Corporation (the “Company”) issued a press release announcing its proposed offering of $400 million aggregate principal amount of its 1.625% convertible senior notes due 2031 (the “Notes”) pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release announcing the offering of the Notes is attached hereto as Exhibit 99.1 and incorporated by reference herein.
On September 9, 2026, the Company issued a press release announcing the pricing of the upsized offering of $500 million aggregate principal amount of the Notes. The Company has also granted to the initial purchasers an option to purchase additional Notes with an aggregate principal amount of up to $75 million. A copy of the press release announcing the pricing of the offering of the Notes is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Neither the Notes, nor any shares of Company common stock issuable upon conversion of the Notes, have been, nor will be registered under the Securities Act or any state securities laws, such securities may not be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated September 9, 2026, announcing the Notes offering. | |
| 99.2 | Press Release, dated September 9, 2026, announcing the pricing of the Notes offering. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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 | ||
| September 9, 2026 | By: | /s/ David R. Tameron |
| David R. Tameron | ||
| Chief Financial Officer | ||