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BKV Corp

For the period ended Jun 11, 2026. Filed Apr 28, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 11, 2026 · Filed Apr 28, 2026

Use the contents to explore the available documents and sections.

BKV$17.55-3.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934​

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Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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(Name of Registrant as Specified in Its Charter)​

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(Name of Person(s) Filing Proxy Statements, if Other Than the Registrant)​

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Dear Fellow

Shareholders,

2025 was a transformational year for BKV — one that exemplifies our said-did culture and positions the company for sustained, long-term growth.

In our first full year as a public company, we delivered on our commitments. We generated solid financial results, maintained a healthy balance sheet and drove disciplined growth across the business. Just as importantly, we executed across each pillar of our closed-loop strategy.

In Upstream, we exceeded expectations. We delivered production growth while operating within cash flow and maintaining top-tier cost performance. The successful close of the Bedrock acquisition expanded our footprint in the Barnett and added high-quality, scalable inventory to our leading position in the basin.

In Carbon Capture, we made meaningful progress advancing the business toward commercial scale. We secured a transformative partnership with Copenhagen Infrastructure Partners, continued to advance Barnett Zero and expanded our project pipeline. We have taken a leadership position in CCUS and are moving our portfolio toward material contribution over time.

In Power, we took a significant step forward, announcing an agreement to increase our ownership in our joint venture, which closed in early 2026.

Our assets are strategically positioned at the center of accelerating demand growth in ERCOT, driven by data center and AI development, and we continue to advance discussions toward long-term offtake agreements.

Across the portfolio, our closed-loop strategy — connecting natural gas, midstream, power and carbon capture — is operating as designed. In 2025, we demonstrated that this strategy can scale to deliver premium, capital-efficient energy solutions.

We generated positive free cash flow, maintained low leverage and allocated capital with discipline. This approach remains central to how we create long-term, risk-adjusted value for our shareholders.

As we enter 2026, we do so with strong momentum, clear line of sight to growth and a high-quality portfolio of opportunities across each of our business lines. We believe we are well positioned to capitalize on the converging demand for reliable, lower-carbon energy.

Finally, I want to thank our employees for their continued focus on safety, execution and performance, and our shareholders for their ongoing confidence in BKV. We believe we are well positioned to continue delivering consistent, long-term value.

Chris Kalnin

Chief Executive Officer

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Notice of Annual Meeting of Stockholders

to be held on June 11, 2026

Dear Stockholders,

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of BKV Corporation (the “Company”) will be held on Thursday, June 11, 2026, at 10:00 a.m. Central Daylight Time, via live webcast that can be accessed by visitingwww.virtualshareholdermeeting.com/​BKV2026.

To access the Annual Meeting, you will need a 16-digit control number. The control number is provided on your proxy card or through your broker or other nominee if you hold your shares in “street name.” We recommend that you log in at least 15 minutes before the Annual Meeting to ensure that you are logged in when the Annual Meeting starts. We encourage you to vote your shares prior to the Annual Meeting.

Stockholders will be able to attend, vote and submit questions virtually during the Annual Meeting.

We are holding the Annual Meeting for the following purposes:

(1)

To elect four Class II directors to the Board to serve until the 2029 Annual Meeting or until their respective successors are duly elected and qualified.

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(2)

To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”), to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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We will also transact such other business as may properly come before the Annual Meeting or any adjournment or adjournments thereof.

The Board fixed the close of business on April 15, 2026, as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. Only stockholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to read the enclosed proxy materials and then promptly vote your shares by telephone or over the Internet as described in more detail in the proxy materials found at www.proxyvote.com. You may revoke a proxy at any time prior to its exercise by giving written notice to that effect to the Secretary of the Company or by submitting a later-dated proxy or subsequent Internet or telephonic proxy. If you decide to attend the Annual Meeting and wish to change your proxy vote, you may do so automatically by voting at the Annual Meeting if your shares are held directly in your name as the stockholder of record if you have a 16-digit control number. If you are a beneficial owner of shares held in street name, you will need to contact the stockholder of record (e.g., your broker, bank, or other holder of record) for assistance with your 16-digit control number for any shares you hold in street name.

By Order of the Board of Directors

Lindsay B. Larrick

Secretary

April 28, 2026

​​IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2026:​​
​​The Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting of Stockholders, 2026 Proxy Statement and the 2025 Annual Report to Stockholders are available free of charge at: www.proxyvote.com​​
​​This proxy statement and the accompanying proxy are first being mailed, given or made available to stockholders on April 28, 2026.​​
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.