BKV Corp

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. Such forward-looking statements include those described in“Item 1A. Risk Factors” in this Annual Report on Form 10-K, as well as the following factors, among others: statements about the anticipated benefits, opportunities and results with respect to the BKV-BPP Power Joint Venture Transaction and the Bedrock Acquisition, including any expected value creation from the BKV-BPP Power Joint Venture Transaction or the Bedrock Acquisition, and any reserves additions, midstream opportunities and other anticipated impacts from the Bedrock Acquisition, anticipated efficiencies, power plant reliability, and strategic growth and power purchase agreement opportunities relating to the BKV-BPP Power Joint Venture and the BKV-BPP Power Joint Venture Transaction, as well as guidance, projected or forecasted financial and operating results, future liquidity, leverage, results in certain basins, objectives, project timing, expectations and intentions, regulatory and governmental actions and other statements that are not historical facts. 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.

•our business strategy;

•our reserves;

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

•our relationship with our sponsor, Banpu and its affiliates, 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;

•changes in trade regulation, including tariffs and other market factors;

•legal, regulatory, or environmental matters;

•marketing of natural gas, NGL, and oil;

•business or leasehold acquisitions and integration of acquired businesses, including the Bedrock Acquisition, with our business;

•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 2 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;

•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 weakness;

•the Bedrock Acquisition and the anticipated benefits thereof;

•BKV-BPP Power Joint Venture Transaction and the anticipated benefits thereof;

•the impact of the One Big Beautiful Bill Act of 2025 (the “OBBBA”); and

•our plans, objectives, expectations, and intentions.

Although we believe our estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this Annual Report on Form 10-K are not guarantees of future performance, and we cannot assure any reader that those statements will be realized or the forward-looking events and circumstances will occur.

Undue reliance should not be placed on any forward-looking statement, which are based on predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described above, as well as others not now anticipated. The impact of any one factor on a particular forward-looking statement is not determinable with certainty as such factors are interdependent upon other factors. The foregoing statements are not exclusive and further information concerning us, including factors that potentially could materially affect our financial results, may emerge from time to time. We undertake no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements, except as required by law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission (the “SEC”).