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BKV Corp

For the period ended Jun 30, 2025. Filed Aug 12, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 12, 2025

BKV$18.42+5.0%Stored close · as of Nov 9, 2026

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Item 2. Results of Operations

Comparison of the Three Months Ended June 30, 2025 and 2024

Operating Revenues and Operating Income

Our operating revenues and other income from operations include the activity from the sale of natural gas, NGLs, and oil, midstream revenues, gains and losses on our derivative contracts and on the sale of our business, marketing revenues, Section 45Q tax credits, related party revenues, and other income from operations. The following table provides information on our revenues and other operating income for the periods presented:

Three Months Ended June 30,
(in thousands, other than percentages) · 2025 · 2024 · $ Change · % Change
Revenues
Natural gas revenues$155,562$82,840$72,72288%
NGL revenues41,63041,2164141%
Oil revenues2,5371,79873941%
Midstream revenues2,7393,378(639)(19)%
Derivative gains (losses), net112,208(7,486)119,694*
Marketing revenues1,3722,046(674)(33)%
Gain on sale of business—5,968(5,968)(100)%
Section 45Q tax credits2,5743,644(1,070)(29)%
Related party revenues4251,101(676)(61)%
Other2,9971,6931,30477%
Total revenues and other operating income$322,044$136,198
*Percentage not meaningful

Natural Gas Revenues

Our natural gas revenues increased by approximately$72.7 million, or 88%, to$155.6 million for the three months ended June 30, 2025, from$82.8 million for the three months ended June 30, 2024. The impact of commodity price increases, excluding the effect of derivative settlements, provided a$71.0 million increase in period-over-period revenues(calculated as the change in the period-to-period average price times current period production volumes). Theincrease was also due to slightly higher production volumes during the three months ended June 30, 2025, which accounted for a$1.7 million increasein period-over-period revenues(calculated as the change in period-to-period volumes times the prior period average price).

NGL Revenues

Our NGL revenues increased by approximately$0.4 million, or 1%, to$41.6 million for the three months ended June 30, 2025, from$41.2 million for the three months ended June 30, 2024. Theincrease was due to slightly higher production volumes during the three months ended June 30, 2025, which accounted for a$0.5 million increasein period-over-period revenues(calculated as the change in period-to-period volumes times the prior period average price). The increase was slightly offset by commodity price decreases, excluding the effect of derivative settlements, which accounted for a$0.1 million decrease in period-over-period revenues(calculated as the change in the period-to-period average price times current period production volumes).

Oil Revenues

Our oil revenues increased by approximately$0.7 million, or 41%, to$2.5 million for the three months ended June 30, 2025, from$1.8 million for the three months ended June 30, 2024. Theincrease was primarily due tohigher production volumes during thethree months ended June 30, 2025, which accounted for a $1.5 million increase in period-over-period revenues(calculated as the change in period-to-period volumes times the prior period average price). Theincrease was offset bythe impactof commodity price decreases, excluding the effect of derivative settlements, which accounted for a $0.8 million decrease in period-over-period revenues(calculated as the change in the period-to-period average price times current period production volumes).

Midstream Revenues

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Our midstream revenues decreased by approximately $0.6 million, or 19%, to $2.7 million for thethree months ended June 30, 2025, from $3.4 million for thethree months ended June 30, 2024. This decrease was primarily due to the divestiture of Chaffee as we sold our Repsol Midstream Interest in connection with this sale.

Derivative Gains (Losses), Net

For the three months ended June 30, 2025, we had net realized and unrealized gains on derivative contracts of$112.2 million compared to net realized and unrealized losses on derivative contracts of$7.5 million for the three months ended June 30, 2024. Theincrease in gains for thethree months ended June 30, 2025 were from our open derivative positions, which were in more of an unrealized gain position of $102.9 million compared to thethree months ended June 30, 2024, which was in an unrealized loss position of$39.0 million. The increase in unrealized gains during the current period was due to significant short-term declines in natural gas prices, and in the same period in the prior year, there were more contracts in a liability position. The increased gains on our derivative contracts were offset by a decrease in realized gains of $22.2 million to$9.3 million for thethree months ended June 30, 2025 compared to realized gains of$31.5 million in the same period in 2024, which weredue to higher natural gas prices in the current period compared to the same period in the prior year.

Marketing Revenues

Our marketing revenues decreased by approximately $0.7 million, or 33% to $1.4 million for thethree months ended June 30, 2025 from $2.0 million for thethree months ended June 30, 2024. Our marketing revenues are derived under our marketing agreement with a third party pursuant to which we receive a fixed percentage of all net income realized in the resale of our and other producers’ hydrocarbons. Thedecrease in marketing revenues during thethree months ended June 30, 2025 was primarily due to a lower peak pricing environment compared to the same period in 2024.

Gain on Sale of Business

For the three months ended June 30, 2024, we sold our wholly-owned subsidiary, Chaffee for $103.2 million, net of third-party transaction costs. The assets sold had an approximate carrying value of $97.3 million, which resulted in a gain on the sale of Chaffee of $6.0 million.

Section 45Q Tax Credits

We generated $2.6 million in Section 45Q tax credits during the three months ended June 30, 2025 related to CO 2 waste sequestration activities under our Barnett Zero Project compared to $3.6 million during the three months ended June 30, 2024. The period-over-period decrease was due to lower volumes of CO 2 waste sequestered in 2025, which resulted from operational maintenance conducted by the supplier in April and May 2025.

Related Party Revenues

Our related party revenues were $0.4 million for the three months ended June 30, 2025, compared to $1.1 million for the three months ended June 30, 2024. The decrease in related party revenues was due to a $0.7 million decrease in operating fee income with BKV-BPP Power, attributable to lower contracted rates.

Other Revenues

Other revenues primarily includes the sale of third-party natural gas, which was $2.9 million for the three months ended June 30, 2025 compared to $1.5 million for the three months ended June 30, 2024. The period-over-period increase was primarily due to an increase in third-party gas sales of $1.3 million.

Operating Expenses

Our operating expenses reflect costs incurred in the development, production, and sale of natural gas, NGLs, and oil. The following table provides information on our operating expenses:

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Three Months Ended June 30,
(in thousands, other than percentages and average costs) · 2025 · 2024 · $ Change · % Change
Operating expenses
Lease operating and workover$34,176$34,172$40%
Taxes other than income13,4049,8503,55436%
Gathering and transportation costs63,02653,7149,31217%
Depreciation, depletion, amortization, and accretion38,04459,313(21,269)(36)%
General and administrative30,51619,29611,22058%
Other14,4803,03411,446*
Total operating expense$193,646$179,379
Average costs per Mcfe
Lease operating and workover$0.46$0.48$(0.02)(4)%
Taxes other than income0.180.140.0429%
Gathering and transportation costs0.850.740.1115%
Depreciation, depletion, amortization, and accretion0.520.82(0.30)(37)%
General and administrative0.410.270.1452%
Other0.200.040.16*
Total$2.62$2.49
*Percentage not meaningful

Lease Operating and Workover

The following table summarizes our components of lease operating expenses for the periods presented:

Three Months Ended June 30,
2025 · 2024 · $ Change · % Change
(in thousands, other than percentages and average costs) · Amount · Per Mcfe · Amount · Per Mcfe
Lease operating expenses$32,677$0.44$32,888$0.46$(211)(1)%
Workover expenses1,4990.021,2840.0221517%
Total lease operating and workover expense$34,176$0.46$34,172$0.48$40%

Lease operating and workover expenses were $34.2 million, or $0.46 per Mcfe, for thethree months ended June 30, 2025, which was consistent for thethree months ended June 30, 2024 of $34.2 million, or $0.48 per Mcfe. Lease operating expenses during thethree months ended June 30, 2025 compared to the same period in 2024 increased by $1.3 million in our Pad of the Future activity, compression movement, and other individually immaterial increases, offset by the timing of inspection fees and a decrease in water and disposal costs of $0.8 million, and $0.5 million, respectively.

Taxes Other Than Income

Taxes other than income were $13.4 million, or $0.18 per Mcfe, for the three months ended June 30, 2025, which was an increase of approximately $3.6 million, or 36%, from $9.8 million, or $0.14 per Mcfe, for the three months ended June 30, 2024. The increase in taxes other than income during the three months ended June 30, 2025 compared to 2024 was due to increases in production taxes of $4.2 million in the Barnett. This was offset by decreases in ad valorem and property taxes associated with our operations in the Barnett and NEPA of $0.5 million and $0.1 million, respectively. Certain ad valorem and production taxes are not applicable to our NEPA properties.

Gathering and Transportation

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Gathering and transportation expenses in the Barnett were$63.0 million, or$0.85 per Mcfe, for thethree months ended June 30, 2025, which wasan increase of approximately$9.3 million, or 17%, from$53.7 million, or$0.74 per Mcfe, for thethree months ended June 30, 2024. This increase was primarily driven by natural gas and NGL rate increases of $5.7 million, and $1.8 million, respectively, and increased natural gas and NGL production of $2.4 million and $0.2 million, respectively. This was offset by a decrease in the gathering costs on our outsourced contracts with our midstream business of $0.8 million.

Depreciation, Depletion, Amortization, and Accretion

Depreciation, depletion, amortization, and accretion was $38.0 million, or $0.52 per Mcfe, for thethree months ended June 30, 2025, which was a decrease of approximately $21.3 million, or 36%, from $59.3 million, or $0.82 per Mcfe, for thethree months ended June 30, 2024. The decrease in depreciation, depletion, amortization, and accretion during thethree months ended June 30, 2025 compared to thethree months ended June 30, 2024 was primarily due to a depletion rate adjustment in 2025, which was driven by higher reserves.

General and Administrative

General and administrative expenses were $30.5 million, or $0.41 per Mcfe, for the three months ended June 30, 2025, which was an increase of approximately $11.2 million, or 58%, from $19.3 million, or $0.27 per Mcfe, for the three months ended June 30, 2024. The increase in general and administrative expenses during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was due to increases from Company-wide growth initiatives of $6.7 million in contract labor, employee-based compensation, and employee expenses, $3.0 million in consulting expenses, and $1.8 million in severance costs, offset by a decrease of $0.3 million in information technology-related expenses.

Other Operating Expenses

Other operating expenses were $14.5 million, or $0.20 per Mcfe, for thethree months ended June 30, 2025, which was an increase of approximately $11.4 million, from $3.0 million, or $0.04 per Mcfe, for thethree months ended June 30, 2024. The increase in other operating expenses during thethree months ended June 30, 2025 compared to the same period in 2024 was due to $3.1 million of costs related to the CCUS equity raise, $2.1 million increase in third-party natural gas purchases due to increased volumes and natural gas prices,$2.1 million of a deficiency payment incurred under our minimum volume commitments on our midstream pipeline,$1.6 million in CCUS transaction fees, $1.1 million in a project write-off, $0.7 million in increased emissions monitoring costs, and $0.4 million in legal settlements. This was offset by a decrease of $0.2 million of CCUS operating expenses for CO 2 purchases for sequestration due to operational maintenance conducted by the supplier in April and May 2025.

Other Income (Expense)

Gains (losses) on contingent consideration liabilities. For the three months ended June 30, 2024, we recognized a loss on contingent consideration liabilities accruing as an earnout obligation under the purchase agreements executed in connection with the Devon Barnett Acquisition and the Exxon Barnett Acquisition. The loss on contingent consideration liabilities was$0.5 million for the three months ended June 30, 2024, and consisted of a loss of$0.7 million and a gain of$0.2 million from the Devon Barnett Acquisition and the Exxon Barnett Acquisition, respectively. The contingent considerations under these purchase agreements expired in 2024.

Earnings (losses) from equity affiliate. Earnings from our equity affiliate were $9.1 million for thethree months ended June 30, 2025, which was a change of $24.3 million, from $15.3 million oflosses from our equity affiliate during thethree months ended June 30, 2024. Earnings (losses) from our equity affiliate are related to our investment in, and our proportionate share in the income or losses of the BKV-BPP Power Joint Venture.

Interest expense. Interest expense was$5.5 million for thethree months ended June 30, 2025, which was a decrease of$9.7 million, from$15.2 million for the three months ended June 30, 2024. The decrease in interest expense during thethree months ended June 30, 2025 was primarily due to lower interest rates incurred during thethree months ended June 30, 2025 on our RBL Credit Facility, which we entered into on June 11, 2024, compared to the interest rates on our Term Loan Credit Agreement and Revolving Credit Facilities during thethree months ended June 30, 2024.

Interest expense, related party. Interest expense from our related party borrowings with BNAC was$1.9 million for thethree months ended June 30, 2024, whichwas paid down in June 2024.

Interest income. Interest income was$0.2 million for the three months ended June 30, 2025, which was a decrease of $1.6 million, from $1.8 million for the three months ended June 30, 2024. The decrease was due to the cessation of interest earned on

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restricted cash following the repayment of the Term Loan Agreement in June 2024, which had previously funded the debt service reserve account.

Income tax benefit (expense). For the three months ended June 30, 2025, we had an income tax expense of $27.9 million, which was a change of $56.3 million, from a $28.4 million in income tax benefit for the three months ended June 30, 2024. The period-over period change was primarily due to a pre-tax income for the three months ended June 30, 2025, compared to a pre-tax loss during the three months ended June 30, 2024.

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Results of Operations

Comparison of the Six Months Ended June 30, 2025 and 2024

Operating Revenues and Operating Income

Our operating revenues and other income from operations include revenues from the sale of natural gas, NGLs, and oil, midstream revenues, gains and losses on our derivative contracts and on the sale of our business, marketing revenues, Section 45Q tax credits, related party revenues, and other income from operations. The following table provides information on our revenues and other operating income for the periods presented:

Six Months Ended June 30,
(in thousands, other than percentages) · 2025 · 2024 · $ Change · % Change
Revenues
Natural gas revenues$323,545$179,175$144,37081%
NGL revenues86,31384,6321,6812%
Oil revenues5,9973,7342,26361%
Midstream revenues5,5107,506(1,996)(27)%
Derivative losses, net(39,983)(11,165)(28,818)*
Marketing revenues7,8576,96789013%
Gain on sale of business—5,968(5,968)(100)%
Section 45Q tax credits5,8815,973(92)(2)%
Related party revenues8512,203(1,352)(61)%
Other4,8933,1191,77457%
Total revenues and other operating income$400,864$288,112
*Percentage not meaningful

Natural Gas Revenues

Our natural gas revenues increased by approximately $144.4 million, or 81% to $323.5 million for the six months ended June 30, 2025, from $179.2 million for the six months ended June 30, 2024. The impact of commodity price increases, excluding the effect of derivative settlements, provided a $151.0 million increase in period-over-period revenues(calculated as the change in the period-to-period average price times current period production volumes). Theincrease was slightly offset by lower production volumes during the six months ended June 30, 2025, primarily from thesale of Chaffee and certain non-operated assets held by Chelsea, for a$6.6 million decrease in period-over-period revenues(calculated as the change in period-to-period volumes times the prior period average price).

NGL Revenues

Our NGL revenues increased by approximately$1.7 million, or 2% to$86.3 million for thesix months ended June 30, 2025, from$84.6 million for thesix months ended June 30, 2024. The increase was due to the impact of commodity price increases, excluding the effect of derivative settlements, which accounted for a $3.5 million increase in period-over-period revenues(calculated as the change in the period-to-period average price times current period production volumes). The increase was offset bylower production volumes during the six months ended June 30, 2025, which accounted for a$1.9 million decrease in period-over-period revenues(calculated as the change in period-to-period volumes times the prior period average price).

Oil Revenues

Our oil revenues increased by approximately$2.3 million, or 61%, to$6.0 million for thesix months ended June 30, 2025, from$3.7 million for thesix months ended June 30, 2024. Theincrease was due to higher production volumes during the six months ended June 30, 2025, which accounted for a$3.2 million increase in period-over-period revenues(calculated as the change in period-to-period volumes times the prior period average price). The increase was offset by the impact of commodity price decreases, excluding the effect of derivative settlements, which accounted for a$1.0 million decrease in period-over-period revenues(calculated as the change in the period-to-period average price times current period production volumes).

Midstream Revenues

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Our midstream revenues decreased by approximately $2.0 million, or 27%to $5.5 million for the six months ended June 30, 2025, from $7.5 million for the six months ended June 30, 2024. This decrease was primarily due to the divestiture of Chaffee of $2.0 million as we sold our Repsol Midstream Interest in connection with this sale.

Derivative Gains (Losses), Net

For thesix months ended June 30, 2025, we had net realized and unrealized losses on derivative contracts of$40.0 million compared to net realized and unrealized losses on derivative contracts of$11.2 million for thesix months ended June 30, 2024. Thelosses during the six months ended June 30, 2025 was primarily attributable to an increase in the forward natural gas curve, resulting in unrealized losses of$31.1 million and realized losses of$8.9 million. During the six months ended June 30, 2024, we had unrealized losses of $79.1 million, which was primarily attributable to the unrealized loss on the call option we sold in January 2024. This was offset by realized gains during the six months ended June 30, 2024 of $67.9 million due to lower natural gas prices.

Marketing Revenues

Our marketing revenues increased by approximately $0.9 million to $7.9 million for the six months ended June 30, 2025 from $7.0 million for the six months ended June 30, 2024. Our marketing revenues are derived under our marketing agreement with a third party pursuant to which we receive a fixed percentage of all net income realized in the resale of our and other producers’ hydrocarbons. The increase in marketing revenues during thesix months ended June 30, 2025 was primarily due to a higher pricing environment compared to the same period in 2024.

Gain on Sale of Business

For thesix months ended June 30, 2025, we sold our wholly-owned subsidiary, Chaffee for $103.2 million, net of third-party transaction costs. The assets sold had an approximate carrying value of $97.3 million, which resulted in a gain on the sale of Chaffee of $6.0 million.

Section 45Q Tax Credits

We generated $5.9 million in Section 45Q tax credits during thesix months ended June 30, 2025 related to CO 2 waste sequestration activities under our Barnett Zero Project, compared to$6.0 million during the six months ended June 30, 2024. The decrease period-over-period was due to less CO 2 waste sequestered in 2025 compared to the prior period from operational maintenance in April and May 2025.

Related Party Revenues

Our related party revenues were$0.9 million for thesix months ended June 30, 2025 compared to$2.2 million for thesix months ended June 30, 2024. Thedecrease in related party revenues was due to a $1.4 million decrease in operating fee income with BKV-BPP Power, attributable to lower contracted rates.

Other Revenues

Other revenues includes the impairment on the asset held for and the sale of third-party natural gas. Other revenues were $4.9 million for the six months ended June 30, 2025 compared to $3.1 million for the six months ended June 30, 2024. The period-over-period increase was due to an increase in third-party gas of $3.8 million, and an increase in the gain on sale of assets of $0.4 million, offset by the impairment on the asset held for sale of $2.4 million.

Operating Expenses

Our operating expenses reflect costs incurred in the development, production and sale of natural gas, NGLs, and oil. The following table provides information on our operating expenses:

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Six Months Ended June 30,
(in thousands, other than percentages and average costs) · 2025 · 2024 · $ Change · % Change
Operating expenses
Lease operating and workover$69,231$68,640$5911%
Taxes other than income23,62621,2152,41111%
Gathering and transportation costs118,819113,1055,7145%
Depreciation, depletion, amortization, and accretion78,014111,479(33,465)(30)%
General and administrative55,77339,94115,83240%
Other20,70611,2769,43084%
Total operating expense$366,169$365,656
Average costs per Mcfe
Lease operating and workover$0.49$0.46$0.037%
Taxes other than income0.170.140.0321%
Gathering and transportation costs0.840.770.079%
Depreciation, depletion, amortization, and accretion0.550.76(0.21)(28)%
General and administrative0.390.270.1244%
Other0.150.080.0788%
Total$2.59$2.48
*Percentage not meaningful

Lease Operating and Workover

The following table summarizes our components of lease operating expenses for the periods presented:

Six Months Ended June 30,
2025 · 2024 · $ Change · % Change
(in thousands, other than percentages and average costs) · Amount · Per Mcfe · Amount · Per Mcfe
Lease operating expenses$66,352$0.47$65,351$0.44$1,0012%
Workover expenses2,8790.023,2890.02(410)(12)%
Total lease operating and workover expense$69,231$0.49$68,640$0.46$5911%

Lease operating and workover expenses were $69.2 million, or $0.49 per Mcfe, for the six months ended June 30, 2025, which was an increase of approximately $0.6 million, or 1%, from $68.6 million, or $0.46 per Mcfe, for the six months ended June 30, 2024. The increase in lease operating andworkover expenses during the six months ended June 30, 2025 compared to the same period in 2024 was due to our Pad of the Future activity in 2025 of $1.6 million and vehicle expenses of $0.7 million. In addition, during thesix months ended June 30, 2024, we received a credit of $1.5 million for a water sharing agreement that related to 2023. This was offset by decreases in compression and water expenses of $1.8 million and materials and labor of $0.9 million, which were due to well shut ins and increased storms in the first quarter of 2025 resulting in a decrease in lease operating projects, and timing of inspection fees of $0.4 million.

Taxes Other Than Income

Taxes other than income were $23.6 million, or $0.17 per Mcfe, for the six months ended June 30, 2025, which was an increase of approximately $2.4 million, or 11%, from $21.2 million, or $0.14 per Mcfe, for the six months ended June 30, 2024. The increase in taxes other than income during the six months ended June 30, 2025 compared to 2024 was due to increases in production taxes of $8.2 million in the Barnett. This was offset by decreases in ad valorem and property taxes associated with our operations in the Barnett and NEPA of $5.7 million and $0.1 million, respectively. Certain ad valorem and production taxes are not applicable to our NEPA properties.

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Gathering and Transportation

Gathering and transportation expenses were $118.8 million, or$0.84 per Mcfe, for the six months ended June 30, 2025, which was an increase of approximately $5.7 million, or 5%, from $113.1 million, or $0.77 per Mcfe, for the six months ended June 30, 2024. This increase was primarily driven by natural gas and NGL rate increases of $5.0 million and $1.4 million, respectively, and increased natural gas production of $0.4 million. This was offset by NGL production decreases of $0.7 million and gathering costs associated with our midstream business of $0.4 million.

Depreciation, Depletion, Amortization, and Accretion

Depreciation, depletion, amortization, and accretion was $78.0 million, or $0.55 per Mcfe, for the six months ended June 30, 2025, which was a decrease of approximately $33.5 million, or 30%, from $111.5 million, or $0.76 per Mcfe, for the six months ended June 30, 2024. The decrease in depreciation, depletion, amortization, and accretion during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was primarily due to a depletion rate adjustment in 2025, which was driven by higher reserves.

General and Administrative

General and administrative expenses were $55.8 million, or $0.39 per Mcfe, for the six months ended June 30, 2025, which was an increaseof approximately$15.8 million, or 40%, from$39.9 million, or$0.27 per Mcfe, for thesix months ended June 30, 2024. The increase in general and administrative expenses during thesix months ended June 30, 2025 compared to thesix months ended June 30, 2024 was due to increases from Company-wide growth initiatives of $8.9 million in contract labor, employee-based compensation, and employee expenses, $4.6 million in consulting and information technology-related expenses, and $2.3 million in severance costs.

Other Operating Expenses

Other operating expenses were $20.7 million, or $0.15 per Mcfe, for the six months ended June 30, 2025, which was an increase of approximately $9.4 million, or 84%, from $11.3 million, or 0.08 per Mcfe, for the six months ended June 30, 2024. The increase in other operating expenses during the six months ended June 30, 2025 compared to the same period in 2024 was due to an increase of $3.7 million in gas purchases due to increased volumes and natural gas prices, $3.1 million of costs related to the CCUS equity raise, $2.3 million in CCUS transaction fees,$2.1 million of a deficiency payment incurred under our minimum volume commitments on our midstream pipeline,$1.5 million in project write-offs, and $0.8 million in legal settlements. This was offset by $5.0 of accrued waste emissions costs established by the Inflation Reduction Act recognized during thesix months ended June 30, 2024, which were not accrued in 2025 due to the impacts of the new Trump Administration.

Other Income (Expense)

Gains (losses) on contingent consideration liabilities. For thesix months ended June 30, 2024, we recognized again on contingent consideration liabilities accruing as an earnout obligation under the purchase agreements executed in connection with the Devon Barnett Acquisition and the Exxon Barnett Acquisition. The gain on contingent consideration liabilities was$6.1 millionfor thesix months ended June 30, 2024, and consisted ofa gain of$3.9 million and a gain of$2.2 million from the Devon Barnett Acquisition and the Exxon Barnett Acquisition, respectively. The contingent considerations under these purchase agreements expired in 2024.

Earnings (losses) from equity affiliate. Losses from our equity affiliate was $0.5 million for the six months ended June 30, 2025, which was a decrease in losses of $22.5 million, from $23.0 million for the six months ended June 30, 2024. Losses from our equity affiliate is related to our investment in, and our proportionate share in the income or losses of the Power Joint Venture.

Interest expense. Interest expense was$10.5 million for the six months ended June 30, 2025, which was a decrease of$20.7 million, from$31.2 million for the six months ended June 30, 2024. The decrease in interest expense during the six months ended June 30, 2025 was primarily due to lower interest rates on our RBL Credit Facility, which we entered into on June 11, 2024, and subsequently paid down the outstanding balances on our SCB Credit Facility, the Revolving Credit Agreement, and the Term Loan Credit Agreement, which incurred higher interest rates.

Interest expense, related party. Interest expense from our related party borrowings with BNAC was$3.9 million for thesix months ended June 30, 2024, which was paid down in June 2024.

Interest income. Interest income was$0.3 million for thesix months ended June 30, 2025, which was a decrease of $3.1 million, from $3.4 million for thesix months ended June 30, 2024. The decrease was due to the cessation of interest earned on

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restricted cash following the repayment of the Term Loan Agreement in June 2024, which had previously funded the debt service reserve account.

Income tax benefit (expense). For thesix months ended June 30, 2025, we had an income tax benefit of $1.3 million, which was a change of $40.1 million, from $41.4 million income tax benefit for thesix months ended June 30, 2024. The period-over-period change was primarily due to a pre-tax income for thesix months ended June 30, 2025 compared to a pre-tax loss for thesix months ended June 30, 2024.

Liquidity and Capital Resources

Capital Commitments

Our primary needs for cash are to fund our upstream development, midstream, power, and CCUS activities, fund operations and capital expenditures, acquisitions, and asset retirement obligations, cover any debt interest or minimum volume commitment obligations, pay down debt, and return capital to stockholders. Our primary use of cash during the six months ended June 30, 2025 and 2024 was to fund the development of our natural gas properties.

During thesix months ended June 30, 2025 and 2024, cash paid for capital expenditures was $123.7 million and $31.6 million, respectively. Our current estimated budget for accrued capital expenditures in 2025 is approximately $290 million to $350 million. Capital expenditures for our operated properties are largely discretionary and within our control. We could choose to defer a portion of these planned capital expenditures depending on a variety of factors, including, but not limited to, the success of our drilling activities, prevailing and anticipated prices for natural gas and NGLs, the availability of equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs, and the level of participation by other interest owners. We will continue to monitor commodity prices and overall market conditions and can adjust our rig cadence up or down in response to changes in commodity prices and overall market conditions.

Capital Resources

Historically, our primary sources of capital and liquidity have consisted of internally generated cash flows from operations, together with loans and capital contributions from our majority stockholder, BNAC. We also enter into financial instruments to reduce the impact of commodity price volatility and provide a level of certainty and stability around cash flows. We currently believe that our cash flows from operations, cash on hand, borrowings under our RBL Credit Agreement, and our commodity hedges in place will provide sufficient liquidity to fund our operations and our capital expenditures for the remainder of 2025, excluding our CCUS business. We expect to fund the majority of our CCUS business from a variety of external sources, which may include contributions from our joint venture with the Class B Member, project-based equity partnerships, debt financing, and federal grants, with the remaining capital needs being funded with cash flows from operations.

The following table summarizes our cash flows for the six months ended June 30, 2025 and 2024 (in thousands):

Six Months Ended June 30,
20252024
Net cash provided by operating activities$98,783$9,782
Net cash provided by (used in) investing activities(129,654)101,633
Net cash provided by (used in) financing activities37,429(267,287)
Net increase (decrease) in cash, cash equivalents, and restricted cash$6,558$(155,872)

Cash flows provided by operating activities. Net cash provided by operating activities was $98.8 million for the six months ended June 30, 2025, compared to $9.8 million for thesix months ended June 30, 2024. Net cash provided by operating activities increased during the six months ended June 30, 2025 compared to thesix months ended June 30, 2024 due to a $48.3 million increase in working capital, a $43.9 million increase in income from operations (excluding net unrealized gains (losses), depreciation, depletion, amortization, and accretion, equity-based compensation, and impairment of asset held for sale), resulting from higher natural gas prices in 2025 compared to 2024, a $35.4 million decrease in cash paid for interest, and $3.9 million in transaction costs paid in June 2024. These increases were offset by cash received in January 2024 for the sale of call options of $23.5 million, cash paid in February 2025 for the purchase of put options of $16.2 million, and lower interest income of $3.1 million.

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Operating cash flow fluctuations are substantially driven by realized commodity prices, production volumes, and operating expenses. Prices for natural gas and NGLs have historically been volatile, primarily as a result of supply and demand, pipeline infrastructure constraints, basis differentials, inventory storage levels, and seasonal influences. We are unable to predict future commodity prices and therefore cannot provide assurance about future levels of cash provided by operating activities.

Cash flows provided by (used in) investing activities. Net cash used in investing activities was $129.7 million for the six months ended June 30, 2025, compared to net cash provided by investing activities of $101.6 million for the six months ended June 30, 2024. The change was due to the increase of $95.1 million of capital expenditures (excluding CCUS activities) and a deposit on fixed asset purchase of $7.5 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. This was offset by the decrease of $3.0 million of expenditures on CCUS activities over the same period. Contributing to the cash inflow during the six months ended June 30, 2024 were the proceeds from the sale of Chaffee and Chelsea of $106.7 million and $25.0 million, respectively.

The following table presents our capital expenditures (excluding leasehold costs and acquisitions) on an accrual basis for thesix months ended June 30, 2025 and 2024 and reconciles to cash flows used for capital expenditures in the condensed consolidated statements of cash flows.

Six Months Ended June 30,
20252024
Total use of cash and cash equivalents for capital expenditures$(123,669)$(31,608)
Increase in accrued capital expenditures(13,105)(1,296)
Capital expenditures (accrued)$(136,774)$(32,904)

Cash flows provided by (used in) financing activities. Net cash provided by financing activities was$37.4 million for thesix months ended June 30, 2025, which consisted of net borrowings on debt of $35.0 million and cash contributions from noncontrolling interest of $4.4 million, which was offset by payments of $1.2 million for taxes related to net share settlement of restricted stock units and $0.7 million of debt issuance costs. For thesix months ended June 30, 2024, cash outflows were due to net payments on debt of $248.0 million, debt extinguishment costs of $10.2 million for the early retirement of the Term Loan Credit Agreement and the Revolving Credit Agreement, and $8.1 million of debt issuance costs on the RBL Credit Agreement.

Working Capital

As of June 30, 2025, we had cash and cash equivalents of$21.4 million, compared to $14.9 million of cash and cash equivalents as of December 31, 2024. Our net working capital deficit was $76.3 million as of June 30, 2025, compared to adeficit of $71.6 million as of December 31, 2024.

Our working capital fluctuates based on the timing of cash collections on accounts receivable and payments on accounts payable. Our collection of receivables has historically been timely, and losses associated with uncollectible receivables have historically not been significant. Furthermore, we expect that our pace of development, production volumes, commodity prices, and differentials to NYMEX pricing for our natural gas and oil production will be the largest variables impacting our working capital.

RBL Credit Agreement

On June 11, 2024, BKV Corporation, as guarantor, and BKV Upstream Midstream, as borrower, entered into the RBL Credit Agreement with Citibank, N.A., as the administrative agent, and the financial institutions party thereto. The RBL Credit Agreement includes a maximum credit commitment of $1.5 billion. On May 6, 2025, with the unanimous consent of our credit facility lenders, we amended the RBL Credit Agreement to, among other things, increase the borrowing base by $100.0 million and the elected commitment by $65.0 million. This amendment constituted the semiannual borrowing base redetermination. As of June 30, 2025, the RBL Credit Agreement had a borrowing base of $850.0 million, an elected commitment of $665.0 million, and the ability to issue up to $40.0 million in letters of credit. The loans may be borrowed, repaid, and reborrowed during the term of the RBL Credit Agreement. The RBL Credit Agreement will mature on June 12, 2028. The obligations under the RBL Credit Agreement are secured and guaranteed on a secured basis by BKV Upstream Midstream and all of BKV Upstream Midstream’s current and future material restricted subsidiaries. Loans under the RBL Credit Agreement bear interest at one, three, or six-month term SOFR or ABR, as applicable, plus a credit spread adjustment of 0.10% for SOFR borrowings, plus an applicable margin per annum. Interest is payable on the last day of each interest period and at maturity. We are obligated to pay certain fees to the lenders and administrative agent under the RBL Credit Agreement, including commitment fees on the average daily amount of the

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undrawn portion of the commitments. As of August 12, 2025, $282.0 million of revolving borrowings and $14.1 million of letters of credit were outstanding under the RBL Credit Agreement, leaving $368.9 million of available capacity thereunder for future borrowings and letters of credit.

The RBL Credit Agreement contains various restrictive covenants that, among other things, limit BKV Upstream Midstream’s ability and the ability of its restricted subsidiaries to, subject to certain exceptions: (i) incur indebtedness; (ii) incur liens; (iii) acquire or merge with any other company; (iv) sell assets or equity interests of their subsidiaries; (v) make investments; (vi) pay dividends or make other restricted payments; (vii) change their lines of business; (viii) enter into certain hedge agreements; (ix) enter into transactions with affiliates; (x) own any subsidiary that is not organized in the United States; (xi) prepay any unsecured senior or subordinated indebtedness; (xii) engage in certain marketing activities; and (xiii) allow, on a net basis, gas imbalances, take-or-pay or other prepayments with respect to their proved oil and gas properties.

Beginning with the fiscal quarter ending September 30, 2024, the RBL Credit Agreement requires BKV Upstream Midstream and its restricted subsidiaries to always hedge not less than 50% of projected production from their proved developed producing reserves for the subsequent 24 calendar month period immediately following such required delivery date.

The RBL Credit Agreement also includes financial covenants that require BKV Upstream Midstream to maintain:

on a quarterly basis, a minimum Current Ratio (as defined in the RBL Credit Agreement) of no less than 1.00 to 1.00; and

on a quarterly basis, a Net Leverage Ratio (as defined in the RBL Credit Agreement) of no greater than 3.25 to 1.00.

The RBL Credit Agreement includes customary equity cure rights that will enable us to cure certain breaches of the minimum current ratio covenant or the maximum net leverage ratio covenant.

The RBL Credit Agreement generally includes customary events of default for a reserve-based credit facility, some of which allow for an opportunity to cure. If an event of default relating to bankruptcy or other insolvency events occurs, the revolving loans will immediately become due and payable; if any other event of default exists, the administrative agent or the requisite lenders will be permitted to accelerate the maturity of the revolving loans. The RBL Credit Agreement is secured by substantially all of BKV Upstream Midstream's assets and those of the guarantors, and upon an event of default the agent under the RBL Credit Agreement could commence foreclosure proceedings.

BKV-BPP Power and BKV-BPP Cotton Cove Joint Ventures

Under the terms of the BKV-BPP Power LLC Agreement and BKV-BPP Cotton Cove LLC Agreement, we do not have the ability to unilaterally cause BKV-BPP Power or BKV-BPP Cotton Cove to make distributions. During the six months ended June 30, 2025 and 2024, no distributions were made by BKV-BPP Power or BKV-BPP Cotton Cove. In addition, we may be required to make additional capital contributions to one or both joint ventures to fund items approved in their respective annual budgets or other matters approved by their respective boards. Such additional capital contributions, which are not subject to any limit on the potential amount required, would reduce the amount of cash otherwise available to us. However, any additional capital contributionsto BKV-BPP Power must be approved by a majority of BKV-BPP Power's ten member board of managers, five of whom are appointed by us and five of whom are appointed by BPPUS. Similarly, any additional capital contributions to BKV-BPP Cotton Cove must receive the unanimous approval of BKV-BPP Cotton Cove, LLC's six member board of managers, four of whom are appointed by us and two of whom are appointed by BPPUS.

Off-Balance Sheet Arrangements

We may enter into off-balance sheet arrangements and transactions that could give rise to material off-balance sheet arrangements. As of June 30, 2025, our material off-balance sheet arrangements and transactions included volume commitments of $287.6 million and letters of credit of $14.1 million against the RBL Credit Agreement. For further information regarding these arrangements, see Note 11 - Commitments and Contingencies to our condensed consolidated financial statements and under “—Loan Agreements and Credit Facilities — RBL Credit Agreement.”

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations are based upon our historical consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of certain

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assets, liabilities, and related disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Accounting for the BKV-CIP Joint Venture

As described in Note 10 - Investment in the BKV-CIP Joint Venture in our condensed consolidated financial statements, on May 8, 2025, BKV dCarbon Ventures, together with C Squared Solutions, Inc., a subsidiary of the Energy Transition Fund managed by Copenhagen Infrastructure Partners (CIP), and for the limited purposes specified therein, BKV Corporation, entered into the BKV-CIP JV Agreement forming the BKV-CIP Joint Venture. We consider the BKV-CIP Joint Venture a variable interest entity (“VIE”) of BKV in accordance with ASC 810, Consolidationas BKV is deemed to be the primary beneficiary of the joint venture. Generally, a VIE is an entity with at least one of the following conditions: (i) the total equity investment at risk is insufficient to allow the entity to finance its activities without additional subordinated financial support, or (ii) the holders of the equity investment at risk, as a group, lack the characteristics of having a controlling financial interest. The primary beneficiary of a VIE is an entity that has a variable interest or a combination of variable interests that provide such entity with a controlling financial interest in the VIE. An entity is deemed to have a controlling financial interest in a VIE if it has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

In exchange for cash contributions received from the Class B Member to the BKV-CIP Joint Venture, the BKV-CIP Joint Venture has issued 435,250 Class B Units (the “Class B Units”) at $10.00 per unit as of June 30, 2025. We determined that the Class B Units should be classified as noncontrolling interest within mezzanine equity on the Company's condensed consolidated balance sheets. The Class B Units are not mandatorily redeemable or currently redeemable, but become exercisable with the passage of time, which is on the second anniversary of the BKV-CIP JV Agreement, or May 8, 2027. Prior to the second anniversary, we determined that there is an embedded put option in the Class B Units, which does not meet the derivative accounting criteria, and is not within control of the Company. Therefore, the shares of the Class B Units have been classified as noncontrolling interest within mezzanine equity on our condensed consolidated balance sheets. The Class B Units also have a multiple investment on capital equal to 1.65, which may be redeemed on the second anniversary date. The contributions from the Class B Member are accreted to the redemption value over a 2-year period (using the effective interest method) with the accretion accounted for as a dividend paid to the Class B Member.

Tariffs and Trading Relationships

In April 2025, the U.S. government announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with which the United States has the largest trade deficits, including China. Increased tariffs by the United States have led and may continue to lead to the imposition of retaliatory tariffs by foreign jurisdictions. Additionally, the U.S. government has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. Current uncertainties about tariffs and their effects on trading relationships may impact the demand for, and price of natural gas, NGLs, and oil, increase the costs of goods and services or the availability of raw materials that we rely on to operate our business or impact interest rates. Although we are continuing to monitor the economic effects of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain and could adversely impact our financial position, results of operations, and liquidity.

Emerging Growth Company Status

We are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act of 1933, as amended, including as modified by the Jumpstart Our Business Startups of 2012 (the “JOBS Act”). As a result, for so long as we qualify as an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies. We have elected to take advantage of certain of the reduced disclosure obligations in this Quarterly Report on Form 10-Q and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to our stockholders may be different from other public reporting companies.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. However, we have irrevocably elected not to avail ourselves of this exemption. Rather, we will adopt new or revised accounting standards on the relevant dates in which adoption of such standards is required for other public companies.

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We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of our IPO. Such fifth anniversary will occur in 2029. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our gross revenues for any fiscal year equal or exceed $1.235 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

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