BKV Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2024

OR

For the transition period from to

Commission file number 001-42282

(Exact name of registrant as specified in its charter)

(720) 375-9680

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yeso No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yeso No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x Noo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

x

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yeso Nox

As of June 30, 2024, the last business day of the registrant's most recently completed second fiscal quarter, there wasno established public trading market for the registrant's equity securities. The registrant's common stock began trading on the New York Stock Exchange on September 26, 2024.

The registrant had 84,708,373 shares of common stock outstanding as of March 28, 2025.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Annual Report, to the extent not set forth herein, is incorporated by reference from the registrant's definitive 2025 Proxy Statement, to be filed no later than 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates.

Glossary of Commonly Used Terms

The definitions set forth below include indicated terms in this Annual Report. All natural gas referred to in this Annual Report are stated at the legal pressure base of the state or area where the reserves exist and at 60 degrees Fahrenheit.

“Adjusted Free Cash Flow” refers to net cash provided by (used in) operating activities, excluding cash paid for contingent consideration and changes in operating assets and liabilities, less total cash paid for capital expenditures (excluding leasehold costs and acquisitions). Adjusted Free Cash Flow is not a measure of net cash flow provided by or used in operating activities as determined by GAAP. Adjusted Free Cash Flow is a supplemental non-GAAP financial measure that is used by our management and other external users of our financial statements, such as industry analysts, investors, lenders, rating agencies and others to assess our ability to internally fund our capital program, service or incur additional debt and to pay dividends.

“Banpu” refers to our sponsor, Banpu Public Company Limited, a public company listed on the Stock Exchange of Thailand and the ultimate parent company of BKV Corporation, BNAC, Banpu Power, and BPPUS.

“Banpu Power” refers to Banpu Power Public Company Limited, a public company listed on the Stock Exchange of Thailand. Banpu owns approximately 75.5%% of Banpu Power as of December 31, 2024.

“Barnett” refers to the Barnett Shale in the Fort Worth Basin of Texas.

“Bbl” refers to one stock tank barrel, of 42 U.S. gallons liquid volume, used in this Annual Report on Form 10-K in reference to crude oil or other liquid hydrocarbons.

“Bcf” refers to one billion cubic feet of natural gas or CO2.

“Bcfe” refers to one billion cubic feet of natural gas equivalent.

“BKV dCarbon Ventures” refers to BKV dCarbon Ventures, LLC, a Delaware limited liability company and the CCUS business of BKV Corporation.

“BKV Operating” refers to BKV Operating, LLC, a Delaware limited liability company and wholly-owned subsidiary of BKV Corporation.

“BKV Upstream Midstream” refers to BKV Upstream Midstream, LLC, a Delaware limited liability company and wholly-owned subsidiary of BKV Corporation.

“BKV-BPP Cotton Cove” or “BKV-BPP Cotton Cove Joint Venture” refers to BKV-BPP Cotton Cove, LLC, a Delaware limited liability company and the joint venture between BKV dCarbon Ventures and BPPUS, in which we own an indirect 51% interest.

“BKV-BPP Power” or “BKV-BPP Power Joint Venture” refers to BKV-BPP Power, LLC, a Delaware limited liability company and the joint venture between BKV Corporation and BPPUS, in which we own a 50% interest.

“BKV-BPP Retail” refers to BKV-BPP Retail, LLC, a Delaware limited liability company and wholly-owned subsidiary of the BKV-BPP Power Joint Venture.

“BKVerde” refers to BKVerde, LLC, a Delaware limited liability company and wholly-owned subsidiary of BKV dCarbon Ventures.

“BNAC” refers to Banpu North America Corporation, a subsidiary of Banpu, our sponsor, and the majority stockholder of BKV Corporation.

“BPPUS” refers to Banpu Power US Corporation, a wholly-owned subsidiary of Banpu Power and the owner of a 50% interest in the BKV-BPP Power Joint Venture and a 49% interest in the BKV-BPP Cotton Cove Joint Venture.

“Btu” refers to British thermal unit, which is the heat required to raise the temperature of one pound of liquid water by one degree Fahrenheit.

“Carbon Sequestered Gas” refers to a Scope 1, 2, and 3 carbon neutral natural gas product.

“CCUS” refers to carbon capture, utilization, and sequestration.

“CO 2” refers to carbon dioxide.

“CO 2 e” refers to carbon dioxide equivalent.

“Code” means the Internal Revenue Code of 1986, as amended.

“developed reserves” are reserves of any category that can be expected to be recovered: (i) through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well or (ii) through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

“Devon Barnett Acquisition” refers to our acquisition of more than 289,000 net acres, 3,850 producing operated wells and related upstream assets in the Barnett from Devon Energy Corporation, which closed in October 2020.

“dry hole” refers to a well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.

“Effective NRI” refers to our share of leasehold ownership after all burdens, such as royalty and overriding royalty interests, have been deducted from the working interest, weighted by our net acres owned in the Barnett from the assets acquired in the Devon Barnett Acquisition and the Exxon Barnett Acquisition.

“ERCOT” refers to the Electric Reliability Council of Texas.

“ESG” refers to environmental, social, and governance.

“Exxon Barnett Acquisition” refers to our acquisition of approximately 165,000 net acres, 2,100 operated wells and related natural gas upstream, midstream and other assets in the Barnett from XTO Energy, Inc. and Barnett Gathering LLC, subsidiaries of Exxon Mobil Corporation, which closed on June 30, 2022.

“FID” refers to final investment decision.

“GAAP” refers to generally accepted accounting principles in the United States.

“GHG” refers to greenhouse gases.

“governing documents” refers to our certificate of incorporation and our bylaws.

“gross acres,” “gross acreage” or“gross wells” refers to the total acres, acreage or wells, as the case may be, in which a working interest is owned.

“High West” refers to High West Sequestration, LLC, a Louisiana limited liability company and wholly-owned subsidiary of BKV dCarbon Ventures.

“HRCO” refers to a contract for the financial purchase and sale of power based on a floating price of natural gas at a predetermined location using a predetermined conversion factor, or heat rate, required to turn the fuel input into electricity.

“IPIECA” refers to the International Petroleum Industry Environmental Conservation Association.

“Kalnin Ventures” refers to Kalnin Ventures LLC, a Colorado limited liability company and wholly-owned subsidiary of BKV Corporation.

“lean gas” refers to natural gas that contains a few or no liquefiable liquid hydrocarbons.

“LNG” refers to liquefied natural gas.

“MBbls” refers to one thousand barrels of crude oil or other liquid hydrocarbons.

“Mcf” refers to one thousand cubic feet.

“Mcf/d” refers to one thousand cubic feet per day.

“Mcfe” refers to one thousand cubic feet of natural gas equivalent.

“MMBtu” refers to one million British thermal units, which is the heat required to raise the temperature of one pound of liquid water by one degree Fahrenheit.

“MMcf” refers to one million cubic feet.

“MMcf/d” refers to one million cubic feet per day.

“MMcfe” refers to one million cubic feet of natural gas equivalent, calculated by converting barrels of crude oil or other liquid hydrocarbons to natural gas at a ratio of one Bbl to six Mcf of natural gas. This is an energy content correlation and does not reflect a value or price relationship between the commodities.

“MMcfe/d” refers to one million cubic feet of natural gas equivalent per day.

“Mtpy” refers to million metric tons per year.

“NEPA” refers to the Marcellus Shale in the Appalachian Basin of Northeast Pennsylvania.

“net acres” refers to the percentage of total acres an owner has out of a particular number of acres, or a specified tract. For example, an owner who has 50% interest in 100 acres owns 50 net acres.

“net operated development well” refers to a gross operated development well that has been drilled, proportionately reduced by our working interest in such well.

“net zero” refers to the full elimination and/or offset of Scope 1, Scope 2, and/or Scope 3 emissions, as applicable, from our owned and operated upstream businesses.

“NGL” refers to natural gas liquids.

“NGP” refers to natural gas processing.

“NYMEX” refers to the New York Mercantile Exchange.

“OPEC” refers to the Organization of the Petroleum Exporting Countries.

“OPIS” refers to a Dow Jones Company that surveys and collects price information and publishes benchmarks for various energy commodities.

“proved developed producing reserves” or “PDP reserves” refers to quantities of proved developed reserves expected to be recovered from completion intervals that are open and producing at the effective date of the estimate. Improved recovery reserves are considered producing only after the improved recovery project is in operation.

“proved reserves” refers to quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible — from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations — prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. The area of the reservoir considered as proved includes: (i) the area identified by drilling and limited by fluid contacts, if any, and (ii) adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data. In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (“LKH”) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty. Where direct observation from well penetrations has defined an HKO elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty. Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when: (a) successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (b) the project has been approved for development by all necessary parties and entities, including governmental entities. Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

“PUCT” refers to the Public Utility Commission of Texas.

“PUD reserves” refers to proved undeveloped reserves.

“RBL Borrower” refers to BKV Upstream Midstream, LLC, a wholly-owned subsidiary of BKV Corporation.

“RBL Credit Agreement” refers to that certain reserve-based lending agreement dated as of June 11, 2024, among BKV Corporation, the RBL Borrower, Citibank, N.A., as administrative agent, and the financial institutions party thereto.

“Responsibly Sourced Gas” or “RSG” refers to natural gas produced from a well which has gone through a third party environmental assessment and verification process and has a current TrustWell rating.

“Revolving Credit Agreement” refers to $100.0 million of commitments of unsecured revolving loans with Bangkok Bank Public Company Limited (New York Branch).

“Revolving Credit Facilities” refers to an uncommitted credit facilities with Oversea Chinese Banking Corporation and Standard Chartered Bank of up to $55.0 million and $50.0 million, respectively.

“Ryder Scott” refers to Ryder Scott Company, L.P., independent petroleum engineers.

“Scope 1 emissions” refers to direct GHG emissions that occur from sources that are controlled or owned by an organization.

“Scope 2 emissions” refers to indirect GHG emissions associated with the purchase of electricity, steam, heat or cooling.

“Scope 3 emissions” refers to GHG emissions that result from the end use of an organization’s products, as estimated per Category 11 (Use of Sold Product), as well as emissions from other business activities from assets not owned or controlled by the organization but that the organization indirectly impacts in its value chain.

“Section 45Q tax credits” refers to tax credits provided under Section 45Q of the Code.

“SREC” refers to Solar Renewable Energy Credit, which represents a form of environmental attribute associated with solar energy generation, which can be marketed for financial gain to improve project economics or retired to offset the SREC owner’s Scope 2 emissions. For every 1,000 kilowatt-hours of electricity produced by an eligible solar facility, one renewable energy credit and one compliance premium is awarded. The combination of a renewable energy credit and a compliance premium is known as an SREC. For a solar facility to be credited with that SREC, the system must be certified and registered by state agencies.

“Temple I” refers to the combined gas turbine and steam turbine power plant located in Temple, Texas and owned by the BKV-BPP Power Joint Venture.

“Temple II” refers to a second combined gas turbine and steam turbine power plant located in Temple, Texas, which power plant sits on the same site as Temple I and is owned by the BKV-BPP Power Joint Venture.

“Temple Plants” refers to Temple I and Temple II, collectively.

“Term Loan Credit Agreement” refers to a credit agreement with a syndicate of banks and Bangkok Bank Public Company Limited (New York Branch), as the administrative agent, which included $600.0 million of commitments for term loans used to solely to fund a portion of the purchase price for the Exxon Barnett Acquisition.

“undeveloped acreage” refers to acreage under lease on which wells have not been drilled or completed such that there is not production of commercial quantities of hydrocarbons.

“undeveloped reserves” are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances. Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time. Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology establishing reasonable certainty.

“working interest” refers to the right granted to the lessee of a property to explore for and to produce and own natural gas or other minerals. The working interest owners bear the exploration, development, and operating costs on either a cash, penalty, or carried basis.

SUMMARY OF RISK FACTORS

We believe that the principal risks associated with our business, and consequently the principal risks associated with an investment in our equity or debt securities, generally fall within the following categories:

Risks Related to Our Upstream Business and Industry

•the volatility of natural gas and NGL prices due to factors beyond our control;

•our reliance on a single third party for all of our natural gas marketing and another third party for substantially all of our natural gas and NGL midstream services with respect to the Barnett assets we acquired from Devon Energy;

•our reserves estimates are based on assumptions that may prove to be inaccurate;

•our ability to find or acquire additional natural gas and NGL reserves that are economically recoverable, including development of our proved undeveloped reserves and associated capital expenditures;

•uncertainties in evaluating the expected benefits and potential liabilities of recoverable reserves;

•risks and uncertainties related to drilling operations, which are high-risk and operationally complex;

•the availability or cost of water, equipment, supplies, personnel, and oilfield services;

•our limited control over activities on properties we do not operate;

Risks Related to Our Power Generation Business

•extreme weather, transmission congestion, and changes to the regulatory environment;

•the operation of our power generation business through a joint venture which we do not control;

•risks and hazards related to the operation or maintenance of electric generation facilities, including disruption of the fuel supplies necessary to generate power at the Temple Plants;

•the lack of long-term power sales agreements for the Temple Plants;

Risks Related to Our Retail Power Business

•the operation of our retail power business through a joint venture which we do not control;

•our ability to attract and retain customers in the competitive retail power marketplace;

•market price risk and changes in law, regulation, or market structure resulting in unanticipated costs;

•our ability to maintain our retail electric provider certification;

Risks Related to Our CCUS Business

•our ability to successfully pursue and develop our CCUS business, the associated material capital investments, and any changes to financial and tax incentives;

Risks Related to Our Midstream Business

•risks and hazards related to midstream operations as complex activities;

•our dependence on our natural gas midstream system;

Risks Related to Our Business Generally

•the geographical concentration of substantially all of our oil and gas and midstream properties;

•the effect of a deterioration in general economic, business, or industry conditions;

•our ability to achieve our near term and long-term net zero goals on our anticipated time frame;

•our ability to generate cash flow to meet our debt obligations or fund our other liquidity needs;

•events of default if we are unable to comply with restrictions in our debt agreements (including if any person or group (other than Banpu and its controlled affiliates, excluding portfolio companies and operating companies) acquires 35% or more of our equity interests, or if any person or group acquires a greater percentage of our equity interests than are then held by Banpu and its controlled affiliates (excluding portfolio companies and operating companies of Banpu));

•risks related to our debt and debt agreements and hedging arrangements that expose us to risk of financial losses and counterparty credit risk;

•our dependence, as a holding company, on our subsidiaries and our joint venture for cash;

•operating hazards that could result in substantial losses or liabilities for which we may not have adequate insurance coverage;

•our ability to make accretive acquisitions or successfully integrate acquired businesses or assets;

•our substantial capital requirements and our ability to obtain financing or fund working capital needs;

•the intense competition in the energy industry and our ability to compete with other companies;

•cybersecurity or physical security threats or disruptions or loss of our information systems;

•increased activism and negative investor sentiment regarding upstream activities and companies;

•the loss of our executive officers and technical personnel and our ability to retain technical personnel;

•exemptions from certain reporting requirements for as long as we are an emerging growth company;

Risks Related to Environmental, Legal Compliance, and Regulatory Matters

•complex laws, regulations, and initiatives related to our operations and the use of hydraulic fracturing;

•the effect of increased attention to ESG matters and environmental conservation measures;

•reductions in demand for natural gas, NGL, and oil;

•risks related to climate change, including transitional, legal, political, financial, and physical risks;

•significant costs and liabilities related to environmental, health and safety laws, and regulations;

•potential tax law changes;

•complex and evolving laws and regulations regarding privacy and data protection;

Risks Related to Our Relationship with Banpu and its Affiliates

•the substantial influence of Banpu, our controlling stockholder, over us;

•our historical reliance on Banpu for capital investments to fund our business operations;

•we expect to be a “controlled company” within the meaning of the NYSE rules and, as a result, will qualify for and could rely on exemptions from certain corporate governance requirements;

•conflicts of interest between Banpu and us or our other stockholders, or conflicts of interest of our officers and/or directors as a result of their positions with, or ownership of common stock of, Banpu;

Risks Related to Our Common Stock

•our actual operating results and activities could differ materially from our estimates;

•the impact of our lack of dividend payments on the market price of our common stock;

•the costs of, and our ability to comply with, the requirements of being a public company;

•we identified a material weakness in our internal control over financial reporting;

•the lack of an existing market for our common stock;

•provisions in our governing documents and Delaware law that could discourage acquisition bids or merger proposals; and

•future sales of our common stock in the public market, or the perception that such sales may occur, could reduce our stock price.

We describe these risks in greater detail under Item 1A., “Risk Factors.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact contained in this Annual Report on Form 10-K, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management and dividend policy, are forward-looking statements. When used in this Annual Report on Form 10-K, words such as “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “budget,” “plan,” “seek,” “envision,” “forecast,” “target,” “predict,” “may,” “should,” “would,” “could,” “will,” the negative of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

Forward-looking statements contained in this Annual Report on Form 10-K include, but are not limited to, statements about:

•our business strategy;

•our reserves;

•our financial strategy, liquidity, and capital required for our development programs;

•our relationship with Banpu, including future agreements with Banpu;

•actual and potential conflicts of interest relating to Banpu, its affiliates, and other entities in which members of our officers and directors are or may become involved;

•volatility in natural gas, NGL, and oil prices;

•our dividend policy;

•our drilling plans and the timing and amount of future production of natural gas, NGL, and oil;

•our hedging strategy and results;

•competition and government regulation;

•legal, regulatory, or environmental matters;

•marketing of natural gas, NGL, and oil;

•business or leasehold acquisitions and integration of acquired businesses;

•our ability to develop existing prospects;

•costs of developing our properties and of conducting our operations;

•our plans to establish midstream contracts that allow us to supply our own natural gas directly to the Temple Plants;

•our plan to continue to build out our power generation business and to expand into retail power;

•our ability to develop, produce, and sell Carbon Sequestered Gas;

•our ability to effectively operate and grow our CCUS business;

•our ability to forecast annual CO 2e sequestration rates for our CCUS projects;

•our ability to reach final investment decision and execute and complete any of our pipeline of identified CCUS projects;

•our ability to identify and complete additional CCUS projects as we expand our upstream operations;

•our ability to effectively operate and grow our retail power business;

•our anticipated Scope 1, 2, and 3 emissions from our owned and operated upstream and natural gas midstream businesses and our sustainability plans and goals, including our plans to offset our Scope 1, 2, and 3 emissions from our owned and operated upstream and natural gas midstream businesses;

•our ESG strategy and initiatives, including those relating to the generation and marketing of environmental attributes or new products seeking to benefit from ESG-related activities, and the continuation of government tax incentives applicable thereto;

•the impact of the COVID-19 pandemic and its effects on our business and financial condition;

•general economic conditions;

•cost inflation;

•credit markets;

•our ability to service our indebtedness;

•our ability to expand our business, including through the recruitment and retention of skilled personnel;

•our future operating results;

•the remediation of our material weaknesses; and

•our plans, objectives, expectations, and intentions.