UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-42282

bkv logo.jpg

_________________________

BKV CORPORATION

(Exact name of registrant as specified in its charter)

_________________________

Delaware	85-0886382
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1200 17th Street, Suite 2100<br><br>Denver, Colorado	80202
(Address of Principal Executive Offices)	(Zip Code)

(720) 375-9680

Registrant’s telephone number, including area code

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	BKV	New York Stock Exchange

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 No o

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 No o

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.

Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	x

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.

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

Yes o No x

As of April 30, 2026, 109,386,611 shares of the registrant's common stock were outstanding.

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Glossary of Commonly Used Terms
Cautionary Note Regarding Forward-Looking Statements
PART I FINANCIAL INFORMATION
Item1. FinancialStatements (Unaudited)
CondensedConsolidatedBalanceSheets	11
CondensedConsolidatedStatementsofOperations	13
CondensedConsolidatedStatementsofCashFlows	14
CondensedConsolidatedStatementsofStockholders' EquityandMezzanineEquity	16
NotestotheCondensedConsolidatedFinancial Statements	17
Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Item 3. Quantitative and Qualitative Disclosures About Market Risk	57
Item 4. Controls and Procedures	59
PART II OTHER INFORMATION
Item1. Legal Proceedings	60
Item 1A. Risk Factors	60
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3. Defaults Upon Senior Securities	60
Item 4. Mine Safety Disclosures	60
Item 5. Other Information	60
Item 6. Exhibits	61
Signatures	63

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Glossary of Commonly Used Terms

“2025 Equity Offering” refers to the underwritten public offering of 6,900,000 shares of our common stock completed on December 3, 2025 for net proceeds of $170.1 million.

“2026 Equity Offering” refers to the underwritten public offering of 7,003,813 shares of our common stock offered by the Company and 4,142,089 shares of our common stock offered by Bedrock as the selling stockholder completed on March 12, 2026 for net proceeds to the Company of $186.2 million.

“2030 Senior Notes” refers to the $500.0 million aggregate principal amount of 7.50% senior unsecured notes due 2030 issued by BKV Upstream Midstream.

“ABR” refers to the alternative borrowing rate.

“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 91.1% of Banpu Power as of March 31, 2026.

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

“Barnett Zero Project” refers to BKV dCarbon Barnett Zero, LLC, a Delaware limited liability company and, as of May 8, 2025, a wholly-owned subsidiary of the BKV-CIP Joint Venture.

“Bbl” refers to one stock tank barrel, of 42 U.S. gallons liquid volume, used in this Quarterly Report on Form 10-Q 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.

“Bedrock” refers to Bedrock Energy Partners, LLC.

“Bedrock Acquisition” refers to the acquisition by BKV Upstream Midstream of 100% of the equity interests of BKV Barnett II (formerly known as Bedrock Production, LLC) from Bedrock, which closed on September 29, 2025.

“Bedrock Purchase Agreement” refers to that certain Membership Interest Purchase Agreement entered into on August 7, 2025, with an economic effectiveness date of July 1, 2025 by and among BKV Upstream Midstream and Bedrock and, solely for certain limited purposes set forth therein, the Company and certain subsidiaries of Bedrock.

“BKV Barnett II” refers to BKV Barnett II, LLC (formerly known as Bedrock Production, LLC), a Texas limited liability company and, following its acquisition on September 29, 2025, a wholly-owned subsidiary of BKV Upstream Midstream. BKV Barnett II and its subsidiaries own certain oil and gas producing properties and midstream assets in the Barnett Shale, including approximately 96,000 net acres, 1,121 operated wells, and related natural gas upstream, midstream, and other assets.

“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 currently own a 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 owned a 50% interest as of December 31, 2025. Following the closing of the BKV-BPP Power Joint Venture Transaction on January 30, 2026, the BKV-BPP Power Joint Venture is owned 75% by BKV and 25% by BPPUS.

“BKV-BPP Power Joint Venture Transaction” refers to BKV’s acquisition of an additional 25% interest in the BKV-BPP Power Joint Venture from BPPUS, which closed on January 30, 2026.

“BKV-BPP Power Purchase Agreement” refers to that certain Membership Interest Purchase Agreement, dated as of October 29, 2025, by and between the Company and BPPUS.

“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.

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“BKV-CIP Joint Venture” refers to BKV dCarbon Project, LLC, a Delaware limited liability company and the joint venture between BKV dCarbon Ventures and C Squared Solutions, Inc., in which we currently own a 51% interest.

“BKV-CIP JV Agreement” refers to the Limited Liability Company Agreement of BKV dCarbon Project, LLC, entered into on May 8, 2025, by BKV dCarbon Ventures, C Squared Solutions, Inc. and, for the limited purposes specified therein, BKV Corporation.

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

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

“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 as of December 31, 2025. Following the closing of the BKV-BPP Power Joint Venture Transaction on January 30, 2026, BPPUS owns a 25% interest in the BKV-BPP Power 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.

“Class B Member” refers to C Squared Solutions, Inc, a subsidiary of the Energy Transition Fund managed by Copenhagen Infrastructure Partners (CIP).

“CO2” refers to carbon dioxide.

“CO2e” refers to carbon dioxide equivalent.

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

“Corporate and Other” refers to the Company’s operating segment, which is an "All Other" category that includes the CCUS business line.

“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.

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

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

“ESPP” refers to the Company’s Employee Stock Purchase Plan.

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

“GHG” refers to greenhouse gases.

“GWh” refers to gigawatt hour.

“HRCO” refers to a heat rate call option, which is 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.

“LNG” refers to liquefied natural gas.

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“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.

“MW” refers to megawatt.

“MWh” refers to megawatt hour.

“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 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.

“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.

“Pad of the Future” refers to our program of converting natural gas-powered instrument pneumatics to compressed air or electric power instruments on existing pads, combined with emission and leak surveys.

“Power segment” refers to the Company’s reportable segment that includes the power generation business line.

“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 highest known oil (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

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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.

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

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

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

“SOFR” refers to the secured overnight financing rate.

“Temple Credit Facilities” refers to, collectively, the Temple Revolving Facility and Temple Term Loan Facility.

“Temple Generation I” refers to Temple Generation I, LLC, a subsidiary of Temple Intermediate II.

“Temple Generation II” refers to Temple Generation II, LLC, a subsidiary of Temple Intermediate II.

“Temple Generation SF” refers to Temple Generation SF LLC, an indirect subsidiary of BKV-BPP Power in which Temple Generation I and Temple Generation II each own a 50% interest.

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

“Temple I Loan Agreements” refers to, collectively, the $141 Million Banpu Loan Agreement and $141 Million BPPUS Loan Agreement, each as defined herein.

“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 Intermediate II” refers to Temple Generation Intermediate Holdings II, LLC, an indirect subsidiary of BKV-BPP Power.

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

“Temple Revolving Facility” refers to the senior secured revolving credit facility associated with the Beal Credit Agreement with a maximum aggregate principal amount of $60.0 million.

“Temple Term Loan Facility” refers to the senior secured term loan facility associated with the Beal Credit Agreement with an aggregate principal amount of $500.0 million.

“undeveloped reserves” refers to 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

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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.

“Upstream/Midstream segment” refers to the Company’s reportable segment that includes its natural gas production and natural gas midstream business lines.

“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.

“WTI” refers to West Texas Intermediate light sweet crude oil.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q, 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 Quarterly Report on Form 10-Q, 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, but are not limited to, the anticipated benefits, opportunities and results with respect to the BKV-BPP Power Joint Venture Transaction, including any expected value creation from the BKV-BPP Power Joint Venture Transaction, and any 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, utility of reporting segment changes, 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.

Forward-looking statements contained in this Quarterly Report on Form 10-Q 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 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 CO2 sequestration rates for our CCUS projects;

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•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.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report on Form 10-K”). These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. Any forward-looking statement speaks only as of the date on which such statement is made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law.

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PART I FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

BKV Corporation

Condensed Consolidated Balance Sheets (in thousands, except par value)

(Unaudited)

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	March 31, 2026		December 31, 2025 (1)
Assets
Current assets
Cash and cash equivalents	$	288,536	$	248,427
Restricted cash	15,974		15,846
Accounts receivable, net	141,722		129,077
Accounts receivable, related parties	11,282		11,196
Prepaid expenses	13,258		14,720
Inventory	18,761		20,039
Commodity derivative assets, current	72,216		63,900
Other current assets	6,245		8,150
Total current assets	567,994		511,355
Natural gas properties and equipment
Developed properties	3,016,204		2,965,638
Undeveloped properties	13,416		13,182
Midstream assets	278,340		277,974
Accumulated depreciation, depletion, and amortization	(884,546)		(849,464)
Total natural gas properties, net	2,423,414		2,407,330
Other property and equipment, net	1,057,960		944,412
Deposits	48,402		14,247
Goodwill	18,417		18,417
Commodity derivative assets	36,422		26,432
Other noncurrent assets	18,923		17,064
Total assets	$	4,171,532	$	3,939,257
Liabilities, mezzanine equity, and equity
Current liabilities
Accounts payable and accrued liabilities	$	217,441	$	229,487
Commodity derivative liabilities, current	17,526		8,469
Income taxes payable to related party	978		810
Payable to BPPUS for the BKV-BPP Power Joint Venture Transaction	—		115,136
Current portion of Temple I Loan Agreements	176,000		191,000
Current portion of long-term debt, net	9,387		9,387
Other current liabilities	11,248		10,302
Total current liabilities	432,580		564,591
Asset retirement obligations	197,014		230,372
Commodity derivative liabilities	1,160		5,767
Deferred tax liability, net	140,139		128,839
Long-term debt, net	1,080,913		937,724
Other noncurrent liabilities	8,638		5,223
Total liabilities	1,860,444		1,872,516
Commitments and contingencies (Note 11)
Mezzanine equity
Noncontrolling interest	18,622		12,951
Stockholders' equity
Common stock, $0.01 par value; 500,000 authorized shares; 109,385 and 96,872 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	1,760		1,635
Treasury stock, shares at cost; 214 shares as of March 31, 2026 and December 31, 2025	(6,663)		(6,663)
Additional paid-in capital	1,864,963		1,676,785
Retained earnings	352,385		309,051
Total stockholders' equity	2,212,445		1,980,808
Noncontrolling interest	80,021		72,982		The accompanying notes are an integral part of these condensed consolidated financial statements.	11
---	---
Total equity	2,292,466		2,053,790
---	---	---	---	---
Total liabilities, mezzanine equity, and equity	$	4,171,532	$	3,939,257

_______________________________________

(1) The financial information presented in this Quarterly Report on Form 10-Q has been retrospectively adjusted for the BKV-BPP Power Joint Venture Transaction, which was accounted for as a transaction between entities under common control, with prior periods recast as if the transaction had occurred at the beginning of the earliest period presented. See Note 2 - Acquisition for further information.

The accompanying notes are an integral part of these condensed consolidated financial statements.	12

BKV Corporation

Condensed Consolidated Statements of Operations (in thousands, except per share amounts)

(Unaudited)

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	2026		2025 (1)
Revenues and other operating income
Natural gas, NGL, and oil sales	$	287,675	$	216,126
Midstream revenues	2,296		2,771
Derivative gains (losses), net	53,109		(98,383)
Marketing revenues	17,585		9,686
Section 45Q tax credits	3,060		3,307
Power revenues	68,990		43,864
Other	132		(1,305)
Total revenues and other operating income	432,847		176,066
Operating expenses
Lease operating and workover	45,075		35,055
Fuel commodity costs	57,121		46,363
Purchased power	27,355		18,667
Taxes other than income	20,202		14,790
Gathering and transportation	67,802		55,793
Depreciation, depletion, amortization, and accretion	52,941		49,597
Power operating and maintenance	19,679		20,213
General and administrative	42,130		29,069
Other operating expenses	14,516		6,616
Total operating expenses	346,821		276,163
Income (loss) from operations	86,026		(100,097)
Other income (expense)
Interest expense	(22,830)		(16,049)
Interest expense, related party	(4,269)		(5,076)
Interest income	1,498		749
Other income	2,888		3,034
Income (loss) before income taxes	63,313		(117,439)
Income tax benefit (expense)	(11,469)		30,668
Net income (loss)	51,844		(86,771)
Less: net income (loss) attributable to noncontrolling interest	7,769		(4,792)
Net income (loss) attributable to BKV	$	44,075	$	(81,979)
Net income (loss) per common share attributable to BKV:
Basic	$	0.42	$	(0.97)
Diluted	$	0.42	$	(0.97)
Weighted average number of common shares outstanding:
Basic	102,018		84,706
Diluted	102,304		84,706

___________________________________________________

The accompanying notes are an integral part of these condensed consolidated financial statements.	13

BKV Corporation

Condensed Consolidated Statements of Cash Flows (in thousands)

(Unaudited)

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	Three Months Ended March 31,
	2026		2025 (1)
Cash flows from operating activities:
Net income (loss)	$	51,844	$	(86,771)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion, amortization, and accretion	54,165		49,711
Equity-based compensation expense	3,907		2,067
Deferred income tax expense (benefit)	11,300		(31,098)
Unrealized (gains) losses on derivatives, net	(13,856)		147,035
Impairment of asset held for sale	—		2,446
Settlement of contingent consideration	—		(20,000)
Payments for the purchase of put options	—		(16,206)
Other, net	1,905		2,850
Changes in operating assets and liabilities:
Accounts receivable, net	(13,443)		(12,805)
Accounts receivable, related party	(86)		(262)
Accounts payable and accrued liabilities	(23,470)		(26,036)
Other changes in operating assets and liabilities	(277)		5,522
Net cash provided by operating activities	71,989		16,453
Cash flows from investing activities:
Asset acquisition	(93,414)		—
Deposits on fixed asset purchases	(33,050)		—
Capital expenditures	(106,527)		(57,612)
Proceeds from sales of assets	171		1,109
Other investing activities, net	—		257
Net cash used in investing activities	(232,820)		(56,246)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of underwriting discounts and commissions	186,174		—
Acquisition of affiliate (common control)	(115,136)		—
Payment of debt issuance costs	(892)		—
Payments on Temple Term Loan Facility	(2,500)		(2,500)
Proceeds from Promissory Note	46,000		—
Payments on Temple I Loan Agreements	(15,000)		—
Proceeds under RBL Credit Agreement	330,000		170,000
Payments on RBL Credit Agreement	(230,000)		(135,000)
Net share settlements, equity-based compensation	(2,055)		(1,181)
Cash contributions from noncontrolling interest	4,200		—
Common stock issued from employee purchase plan	277		—
Net cash provided by financing activities	201,068		31,319
Net increase (decrease) in cash, cash equivalents, and restricted cash	40,237		(8,474)
Cash, cash equivalents, and restricted cash, beginning of period	264,273		96,998
Cash, cash equivalents, and restricted cash, end of period	$	304,510	$	88,524

___________________________________________________

The accompanying notes are an integral part of these condensed consolidated financial statements.	14

BKV Corporation

Condensed Consolidated Statements of Cash Flows (in thousands)

(Unaudited)

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	Three Months Ended March 31,
Supplemental cash flow information:	2026		2025 (1)
Cash payments for:
Interest	$	11,406	$	15,331
Non-cash investing and financing activities:
Increase in accrued capital expenditures	$	11,440	$	487
Additions to asset retirement obligations	$	40	$	35
Lease liabilities arising from obtaining right-of-use assets	$	5,040	$	—
Modification of lease contracts	$	(853)	$	—
Revision of asset retirement obligations	$	(35,172)	$	—
Issuance of common stock to BPPUS	$	53	$	—
Accretion of Class B Units to redemption value	$	741	$	—

___________________________________________________

The accompanying notes are an integral part of these condensed consolidated financial statements.	15

BKV Corporation

Condensed Consolidated Statements of Equity and Mezzanine Equity (in thousands)

(Unaudited)

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	Equity														Mezzanine Equity
	Common Stock			Treasury			Additional Paid-In Capital		Retained Earnings		Noncontrolling Interest		Total Equity		Noncontrolling Interest
	Shares	Amount		Shares	Amount
Balance, December 31, 2025 (1)	96,872	$	1,635	214	$	(6,663)	$	1,676,785	$	309,051	$	72,982	$	2,053,790	$	12,951
Net income	—	—		—	—		—		44,075		7,039		51,114		730
Contributions from noncontrolling interest	—	—		—	—		—		—		—		—		4,200
Accretion of Class B Units to redemption value	—	—		—	—		—		(741)		—		(741)		741
Issuance of common stock, net	7,004	70		—	—		186,104		—		—		186,174		—
Issuance of common stock to BPPUS	5,315	53		—	—		(53)		—		—				—
Issuance of common stock under equity incentive plans, net	16	—		—	—		277		—		—		277		—
Common stock issued upon vesting of restricted stock units, net of shares withheld for income taxes	178	2		—	—		(2,057)		—		—		(2,055)		—
Equity-based compensation	—	—		—	—		3,907		—		—		3,907		—
Balance, March 31, 2026	109,385	$	1,760	214	$	(6,663)	$	1,864,963	$	352,385	$	80,021	$	2,292,466	$	18,622
	Equity														Mezzanine Equity
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Common Stock			Treasury			Additional Paid-In Capital		Retained Earnings		Noncontrolling Interest		Total Equity (1)		Noncontrolling Interest
	Shares	Amount		Shares	Amount
Balance, December 31, 2024	84,600	$	1,512	214	$	(6,663)	$	1,369,526	$	131,316	$	56,829	$	1,552,520	$	—
Net loss	—	—		—	—		—		(81,979)		(4,792)		(86,771)		—
Common stock issued upon vesting of restricted stock units, net of shares withheld for income taxes	108	1		—	—		(1,182)		—		—		(1,181)		—
Equity-based compensation	—	—		—	—		2,067		—		—		2,067		—
Balance, March 31, 2025	84,708	$	1,513	214	$	(6,663)	$	1,370,411	$	49,337	$	52,037	$	1,466,635	$	—

___________________________________________________

The accompanying notes are an integral part of these condensed consolidated financial statements.	16

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BKV Corporation

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 1 - Business and Basis of Presentation

General

BKV Corporation (“BKV Corp”) was formed on May 1, 2020 and is a corporation registered with the State of Delaware. BKV Corp is a growth-driven energy company focused on creating value for its shareholders through organic development of its properties, as well as accretive acquisitions. BKV Corp’s core business is to produce natural gas from its owned and operated upstream businesses.

The majority shareholder of BKV Corp is BNAC. BKV Corp’s ultimate parent company is Banpu Public Company Limited ("Banpu"), a public company listed in the Stock Exchange of Thailand. As of April 30, 2026, Banpu, the ultimate parent company of BNAC and BPPUS, indirectly owned an aggregate 62.8% of BKV Corp's shares. The remaining 37.2% of shares of common stock of BKV Corp were owned by non-controlling members of management, members of the board of directors, and employee and non-employee shareholders.

Basis of Presentation of the Unaudited Condensed Consolidated Financial Statements and Principles of Consolidation

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts for BKV Corp’s wholly-owned subsidiaries and majority-owned subsidiaries in which BKV Corp has a controlling interest. The condensed consolidated financial statements are unaudited and should be read in conjunction with the Company’s 2025 Annual Report on Form 10-K, as certain disclosures and information required by GAAP for complete consolidated financial statements have been condensed or omitted. The condensed consolidated financial statements, in the opinion of management, reflect all adjustments, which include normal and recurring adjustments, necessary to fairly state the Company’s financial position, results of operations, and cash flows for the periods presented herein. The interim results are not necessarily indicative of results to be expected for the year ending December 31, 2026 or for any other future annual or interim period. The December 31, 2025 condensed consolidated balance sheet was derived from the Company's 2025 Annual Report on Form 10-K; however, it has been retrospectively recast to reflect the historical results of BKV-BPP Power LLC, a Delaware limited liability company (“BKV-BPP Power” or the “BKV-BPP Power Joint Venture”), as described below. Accordingly, amounts as of December 31, 2025 and for the three months ended March 31, 2025 differ from those previously reported.

In addition, as discussed further in Note 14 - Reportable Segments, certain prior period amounts have been recast to reflect the Company's change in reportable segments from one reportable segment and one operating segment to two reportable segments consisting of Upstream/Midstream and Power, and one operating segment consisting of Corporate and Other.

Together, BKV Corp, its wholly-owned subsidiaries, and its majority-owned subsidiaries where BKV Corp has a controlling interest and is the primary beneficiary, are referred to collectively as “BKV” or the “Company.” All intercompany balances and transactions between these entities have been eliminated within the condensed consolidated financial statements. Current and deferred income taxes and related tax expense have been determined based on the stand-alone results of BKV by applying the separate return method to BKV’s operations as if it were a separate taxpayer.

Common Control Transaction

On January 30, 2026, the Company completed the previously announced acquisition of an additional 25% interest in the BKV-BPP Power Joint Venture (the "BKV-BPP Power Joint Venture Transaction"), pursuant to that certain membership interest purchase agreement, dated as of October 29, 2025, by and between the Company and BPPUS, an affiliate under common control (the "BKV-BPP Power Purchase Agreement"). In connection with such closing, the Company and BPPUS entered into an Amended and Restated Limited Liability Company Agreement (the "BKV-BPP Power LLC Agreement"), which governs BKV-BPP Power. Banpu indirectly holds the controlling financial interests in both the Company and BPPUS, and as such, the BKV-BPP Power Joint Venture Transaction was accounted for as a transfer of assets between entities under common control in accordance with Accounting Standards Codification ("ASC") 805-50, Business Combinations - Related Issues. Transfers of net assets between entities under common control are accounted for at the historical carrying values of the transferring entity as of the date of transfer, and no gain or loss is recognized. The Company recognized the difference between the consideration transferred and the historical carrying value of the net assets received as an adjustment to equity. Because the BKV-BPP Power Joint Venture

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Transaction represents a common-control transfer, the Company retrospectively recast its condensed consolidated financial statements to include the historical results of BKV-BPP Power Joint Venture for all periods during which the Company and BKV-BPP Power were under common control. As a result of the BKV-BPP Power Joint Venture Transaction, the Company is considered the primary beneficiary of BKV-BPP Power and consolidated BKV-BPP Power’s financial results in accordance with ASC 810, Consolidation. See Note 2 - Acquisition and Note 10 - Investments for further information.

Reclassification

Certain prior period amounts have been reclassified in order to conform to the current period presentation. These reclassifications had no impact on previously reported balance sheets, net income (loss), net cash flows, or stockholders’ equity. In addition, the Company recast its prior period condensed consolidated financial statements as further described in Note 2 - Acquisition and Note 10 - Investments. The recast impacted previously reported financial statement line items.

2026 Equity Offering

On March 12, 2026, the Company completed the 2026 Equity Offering (as defined below). See Note 9 - Stockholders' Equity for further detail.

Liquidity

As of March 31, 2026, the Company held $288.5 million of cash and cash equivalents. The Company’s working capital as of March 31, 2026, was $135.4 million, and for the three months ended March 31, 2026, cash flows provided by operating activities was $72.0 million. The Company intends to make the payments related to its debt and investments in capital expenditures with cash flows from operations.

Restricted Cash

As of March 31, 2026, restricted cash included amounts to fund the debt service reserve account, or the quarterly portion due on the Temple Term Loan Facility (as defined below) plus accrued interest and cash collateral held in connection with certain retail customers.

(in thousands)	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	288,536	$	248,427
Restricted cash	15,974		15,846
Cash, cash equivalents, and restricted cash	$	304,510	$	264,273

Significant Judgments and Accounting Estimates

The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. In connection with the consolidation of the BKV-BPP Power Joint Venture during the period, management has made significant judgments and estimates related to (i) the valuation of commodity derivative instrument and (ii) estimates of revenues earned and not yet billed and costs incurred and not yet billed. Actual results could differ from these estimates, and such differences may be material to the Company's financial position and results of operations.

Other than the items described above, there have been no significant changes to the Company's accounting estimates from those disclosed in the Company's 2025 Annual Report on Form 10-K.

Significant Accounting Policies

The Company's significant accounting policies are described in the notes to the consolidated financial statements for the year ended December 31, 2025, which are disclosed in the 2025 Annual Report on Form 10-K. There have been no significant changes in accounting policies during the three months ended March 31, 2026 and 2025.

In connection with the consolidation of the BKV-BPP Power Joint Venture during the period, the Company evaluated BKV-BPP Power's accounting policies and determined they are consistent with the Company's accounting policies as disclosed in the Company's 2025 Annual Report on Form 10-K. Accordingly, no adjustments to conform accounting policies were required upon consolidation.

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Common Shares Issued and Outstanding

As of March 31, 2026 and December 31, 2025, the Company had common shares issued and outstanding of 109,385,430 and 96,871,868, respectively.

Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Disaggregation of Income Statement Expenses. This standard requires that entities (i) disclose amounts of purchases of inventory, employee compensation, and depreciation, depletion, and amortization, including those recognized as part of oil and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption, (ii) include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements, (iii) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (iv) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. This standard is effective January 1, 2027, with early adoption permitted. Management is currently evaluating the impact this standard will have on the Company’s disclosures.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. Under the new standard, companies may capitalize eligible costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2027, with early adoption permitted as of the beginning of a fiscal year. The standard may be applied prospectively, retrospectively or using a modified transition approach. The Company is currently evaluating the impact that this standard will have on the Company’s consolidated operating results, cash flows, financial condition, and related disclosures.

Note 2 - Acquisition

BKV-BPP Power Joint Venture Transaction

On January 30, 2026, pursuant to the BKV-BPP Power Purchase Agreement, the Company completed the BKV-BPP Power Joint Venture Transaction for an aggregate consideration of $394.6 million, which consisted of $115.1 million in cash and 5,315,390 shares of Company common stock, which shares are subject to a 180-day lock-up. The aggregate purchase price was equal to (x) $376.0 million, less (y) 25% of BKV-BPP Power's net indebtedness at closing, payable 50% in cash and 50% in shares of the Company's common stock. BKV-BPP Power's net indebtedness was $582.9 million as of the closing date and the number of shares issued was determined by dividing the 50% of the aggregate purchase price by $21.6609, which represents the volume-weighted average price of the Company's common stock during the 20 consecutive trading day period ended October 28, 2025. The Company funded the cash consideration for the transaction with a combination of cash on hand and the net proceeds from the 2025 Equity Offering. Following the closing of the transaction, the Company and BPPUS own 75% and 25% of the BKV-BPP Power Joint Venture, respectively.

The Company's condensed consolidated financial statements include $13.0 million of costs associated with the BKV-BPP Power Joint Venture Transaction, $9.3 million related to the 2025 Equity Offering, which was included in additional paid-in capital on the condensed consolidated balance sheets and $3.7 million was expensed and included in other operating expenses on the condensed consolidated statement of operations.

The BKV-BPP Power Joint Venture Transaction was accounted for as an acquisition of a business under common control (see Note 1 - Business and Basis of Presentation for further information). Accordingly, the consolidated financial statements prior to the acquisition date were retrospectively recast to include the BKV-BPP Power Joint Venture's historical results. The Company previously accounted for BKV-BPP Power as an equity method investment and recognized 50% of its earnings. As a result of the consolidation of BKV-BPP Power, the Company determined that the manner in which its Chief Executive Officer, identified as the Chief Operating Decision Maker ("CODM"), evaluates operating performance and allocates resources has changed. Accordingly, BKV-BPP Power, the Company's power generation business, meets the criteria to be presented as a reportable segment. See Note 14 - Reportable Segments.

The following table represents a summary of the retrospective adjustments to the statements of operations for the three months ended March 31, 2025 to conform to the current presentation due to the BKV-BPP Power Joint Venture Transaction.

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(in thousands)	Three Months Ended March 31, 2025
Increase (decrease) to net loss
Loss from operations	$	(6,394)
Net loss	(8,105)
Less: net loss attributable to noncontrolling interest	(4,792)
Net loss attributable to BKV	$	(3,313)
Net loss per common share attributable to BKV:
Basic	$	(0.04)
Diluted	$	(0.04)
Weighted average number of common shares outstanding:
Basic	84,706
Diluted	84,706

Asset Acquisition

On July 1, 2025, the Company entered into an agreement to acquire approximately 6,200 acres of land and related assets in the state of Texas for a total consideration of $94.3 million, with a deposit of $0.9 million paid in July 2025. The acquisition closed on February 26, 2026. The assets acquired were accounted for as an asset acquisition as the fair value of substantially all the assets acquired were concentrated in a group of similar assets. The Company evaluated the related assets, including structures, easements, and mineral rights, and determined that they were not material, individually or in the aggregate to the total purchase price. Accordingly, the total consideration, including transaction costs was allocated to land. No goodwill was recognized. The Company partially funded the acquisition with $46.0 million in proceeds from the Advance (as defined below), with the remainder funded through the Company's cash from operations. See Note 3 - Debt for further information on the Advance.

Bedrock Acquisition

On September 29, 2025, BKV Upstream Midstream acquired 100% of the equity interests of Bedrock Production, LLC (now known as BKV Barnett II, LLC (“BKV Barnett II”)), a Texas limited liability company (such transaction, the “Bedrock Acquisition”) from Bedrock pursuant to a membership interest purchase agreement (the “Bedrock Purchase Agreement”). The Bedrock Acquisition was accounted for as an asset acquisition. The purchase price allocation was finalized on December 31, 2025. See Note 3 - Acquisitions and Dispositions on the Company's 2025 Annual Report on Form 10-K for additional information, including the allocation of consideration to the assets acquired and liabilities assumed.

During the three months ended March 31, 2026, half of the $37.0 million purchase price holdback was released in accordance with the terms of the Bedrock Purchase Agreement. As of March 31, 2026, the remaining half of holdback balance continues to be held in escrow for potential indemnification claims. In accordance with the terms of the Bedrock Purchase Agreement, the balance remaining in escrow is expected to be released upon the expiration of the 14-month indemnification period following the closing date of September 29, 2025, subject to the resolution of any outstanding claims.

Note 3 - Debt

The following table summarizes the debt balances (refer to the Company's 2025 Annual Report on Form 10-K for definitions and further description of the Company's debt instruments):

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	March 31, 2026		December 31, 2025
(in thousands)	Principal Value		Carrying Value		Principal Value		Carrying Value
Current portion of Temple I Loan Agreements	$	176,000	$	176,000	$	191,000	$	191,000
Current portion of Temple Term Loan Facility	10,000		9,387		10,000		9,387
Total current portion of long-term debt, net	186,000		185,387		201,000		200,387
RBL Credit Agreement	100,000		100,000		—		—
2030 Senior Notes (7.50%)	500,000		486,313		500,000		486,777
Promissory Note	46,000		46,000		—		—
Temple Term Loan Facility	389,383		388,600		391,883		390,947
Temple Revolving Facility	60,000		60,000		60,000		60,000
Total debt, net	1,281,383		1,266,300		1,152,883		1,138,111
Less: current portion of long-term debt	(186,000)		(185,387)		(201,000)		(200,387)
Total long-term debt, net	$	1,095,383	$	1,080,913	$	951,883	$	937,724

RBL Credit Agreement

On June 11, 2024, BKV Corporation, as a 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. As of March 31, 2026, the RBL Credit Agreement had a borrowing base of $1.0 billion, an elected commitment of $800.0 million, and the ability to issue up to $40.0 million in letters of credit.

The loans under the RBL Credit Agreement 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 senior secured basis by BKV Upstream Midstream and all of BKV Upstream Midstream’s current and future material restricted subsidiaries. BKV Upstream Midstream is 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 undrawn portion of the commitments. During the three months ended March 31, 2026 and 2025, BKV Upstream Midstream recognized $0.9 million and $0.5 million, respectively, of commitment fees, which are included in interest expense on the condensed consolidated statements of operations.

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.

The RBL Credit Agreement requires BKV Upstream Midstream and its restricted subsidiaries to always hedge not less than 50% of reasonably anticipated projected production from their proved developed producing reserves for the subsequent 24 calendar month period immediately following the date financial statements are required to be delivered under the RBL Credit Agreement for each fiscal quarter.

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 BKV Upstream Midstream to cure certain breaches of the minimum current ratio covenant or the maximum net leverage ratio covenant (subject to certain limitations in the RBL Credit Agreement). As of March 31, 2026, BKV Upstream Midstream was in compliance with such covenants in the RBL Credit Agreement.

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Financing costs related to the RBL Credit Agreement are deferred and capitalized as debt issuance costs and are included within other assets on the condensed consolidated balance sheets. As of March 31, 2026 and December 31, 2025, $6.3 million and $6.9 million, respectively, of unamortized debt issuance costs remained outstanding.

As of May 7, 2026, $130.0 million of borrowings and $15.0 million of letters of credit were outstanding under the RBL Credit Agreement, leaving $655.0 million of available capacity thereunder for future borrowings and letters of credit.

Promissory Note

On March 3, 2026, in accordance with the terms of a real estate option agreement entered into on February 27, 2026, by and between a wholly-owned subsidiary of BKV Corporation, as seller, and an unaffiliated third party, as buyer, BKV Corporation, as borrower, received $46.0 million, representing an advance of a portion of the purchase price set forth in the real estate option agreement (the "Advance"). The Advance is evidenced by a promissory note (the "Promissory Note") and secured by a first-priority security interest in the real property that is the subject of the real estate option agreement.

Pursuant to the Promissory Note, the principal amount of the Advance bears interest at a fixed rate of 5.0% per annum and will mature on the earliest of (i) the occurrence of specified credit events, (ii) certain repayment events, and (iii) February 25, 2036. Upon the occurrence of a credit event, including the closing of the underlying property acquisition or the execution of a power purchase agreement, the outstanding principal (or an applicable portion thereof) of the Advance shall be applied as a credit against the purchase payable by the counterparty to the real estate option agreement, or the counterparty's obligations under an executed power purchase agreement, as applicable. The Advance may be prepaid, in whole or in part, without penalty beginning on the third anniversary of the effective date of the real estate option agreement, subject to 30 days' notice. The Promissory Note contains customary covenants and events of default, upon which the lender may accelerate repayment.

BKV-BPP Power Loan Agreements and Credit Facilities

Temple I Loan Agreements

On October 14, 2021, BKV-BPP Power entered into a Loan Agreement (the “$141 Million Banpu Loan Agreement”) with BNAC, which allowed for a single drawdown in the amount of $141.0 million. On November 1, 2021, BKV-BPP Power borrowed $141.0 million under the $141 Million Banpu Loan Agreement for the purpose of acquiring Temple I and working capital.

On October 15, 2021, BKV-BPP Power entered into a Loan Agreement (the “$141 Million BPPUS Loan Agreement” and, together with the $141 Million Banpu Loan Agreement, the “Temple I Loan Agreements”) with BPPUS, which allowed for a single drawdown in the amount of $141.0 million. On November 21, 2021, BKV-BPP Power borrowed $141.0 million under the $141 Million BPPUS Loan Agreement (and in addition to the $141.0 million borrowed under the $141 Million Banpu Loan Agreement) for the purpose of acquiring Temple I and working capital.

BKV-BPP Power’s payment obligations under the Temple I Loan Agreements are senior unsecured indebtedness. The Temple I Loan Agreements bear interest at 6-month SOFR plus 5.25% per annum. Interest on the loans is payable on a semi-annual basis, and the loans will mature on November 1, 2026. BKV-BPP Power is permitted to prepay the loans at any time, with no prepayment premium. The Temple I Loan Agreements include covenants that, among other things, prohibit BKV-BPP from merging, incurring liens or incurring any additional indebtedness or guarantees. The Temple I Loan Agreements include financial covenants that require BKV-BPP Power to maintain a minimum net worth (as defined in the Temple I Loan Agreements, but generally meaning total assets minus total liabilities). In the $141 Million Banpu Loan Agreement, the minimum net worth requirement is $120.0 million and in the $141 Million BPPUS Loan Agreement, the minimum net worth requirement is $40.0 million. Under the Temple I Loan Agreements, BNAC and BPPUS have no recourse to BKV Corporation with respect to any amounts owed to them thereunder and BKV Corporation is not liable in any manner (and is not required to provide security) for any obligations owed to BNAC or BPPUS thereunder. As of March 31, 2026 and December 31, 2025, the outstanding principal balance of the Temple I Loan Agreements for each affiliate was $88.0 million and $95.5 million, respectively.

Temple Credit Facilities

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Bank USA and the other lenders from time to time party thereto that provides the following credit facilities (collectively, the “Temple Credit Facilities”): (i) a senior secured term loan facility with an aggregate principal amount of $500.0 million (the “Temple Term Loan Facility”), which was fully drawn in an amount equal to $500.0 million on the closing date, and (ii) a senior secured revolving credit facility in the aggregate principal amount not to exceed $60.0 million (the “Temple Revolving Facility”), which was fully drawn in an amount equal to $60.0 million on the closing date. The interest is payable annually for the Temple Credit Facilities at a rate equal to SOFR plus an interest rate margin of 4.60%.

The Temple Term Loan Facility requires a quarterly repayment at a minimum of $2.5 million per quarter, beginning on September 30, 2023. The final aggregate principal installment for the Temple Term Loan Facility is due and payable on July 10, 2028 (subject to extension by up to two additional one-year periods), and the Temple Revolving Facility terminates five business days prior to the Temple Term Loan Facility maturity date. On the closing date, Temple Intermediate II applied the proceeds of the Temple Term Loan Facility to fund a portion of the Temple II acquisition and applied the proceeds of the Temple Revolving Loan Facility for general corporate purposes, including working capital and operating expenses. Any prepayment of the Temple Term Loan Facility prior to the third anniversary of the closing date thereof is subject to a prepayment penalty. Amounts repaid by Temple Intermediate II with respect to the Temple Term Loan Facility may not be reborrowed. Amounts repaid by Temple Intermediate II with respect to the Temple Revolving Facility may be reborrowed upon satisfaction of customary conditions.

The obligations under the Temple Credit Facilities are secured by (i) all of the assets of Temple Intermediate II, Temple Generation I, Temple Generation II and Temple Generation SF, including the Temple Plants and all other personal property and real property of such entities and (ii) 100.0% of the equity interests in each of Temple Generation I, Temple Generation II, Temple Generation SF, and Temple Intermediate II. This collateral will remain pledged to Beal Bank until all secured obligations under the Temple Loan Facilities have been satisfied in full. Upon the occurrence and continuation of an event of default under either of the Temple Credit Facilities, Beal Bank has customary secured creditor remedies, including the right to foreclose upon the pledged collateral.

As of March 31, 2026 and December 31, 2025, the effective interest rate on the outstanding balances under the RBL Credit Agreement, the Temple I Loan Agreements, and the Temple Credit Facilities was 8.24% and 8.86%, respectively.

Note 4 - Natural Gas Properties & Other Property and Equipment

As of March 31, 2026 and December 31, 2025, accumulated depreciation, depletion, and amortization for developed natural gas properties was $859.1 million and $825.7 million, respectively. Depreciation, depletion, and amortization expense for developed natural gas properties was $33.5 million and $31.8 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026 and December 31, 2025, accumulated depreciation for midstream assets was $25.4 million and $23.8 million, respectively. Depreciation expense on midstream assets was $1.6 million for each of the three months ended March 31, 2026 and 2025.

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Other property and equipment consisted of the following:

(in thousands)	March 31, 2026		December 31, 2025
Plant facility	$	928,956	$	926,092
Carbon capture, utilization, and sequestration	125,224		114,261
Buildings	6,746		6,746
Furniture, fixtures, equipment, and vehicles	25,221		27,643
Computer software	8,461		8,461
Leasehold improvements	1,685		1,685
Land	102,434		8,090
Construction in process	26,857		6,350
Total	1,225,584		1,099,328
Accumulated depreciation	(167,624)		(154,916)
Other property and equipment, net	$	1,057,960	$	944,412

For the three months ended March 31, 2026 and 2025, depreciation expense for other property and equipment was $13.2 million and $11.0 million, respectively. During the three months ended March 31, 2026 and 2025, the Company received proceeds on the sale of other properties of $0.2 million and $1.1 million, respectively, and recognized a gain on sale of these properties of $0.2 million and $1.1 million, respectively. The gain on sale of other property and equipment is included in other in the condensed consolidated statements of operations.

Impairment of Asset Held for Sale

As of March 31, 2025, the Company approved the plan to sell its field office in Bridgeport, Texas and has classified this asset as held for sale. During the three months ended March 31, 2025, the Company recognized an impairment of $2.4 million based on an estimated selling price of $5.5 million, which was included in other within total revenues and other operating income in the condensed consolidated statements of operations. The Company completed the sale of the field office in the third quarter of 2025 for proceeds of $5.5 million, resulting in no further gain or loss.

Asset Retirement Obligations

The following table summarizes the activities of the Company's asset retirement obligations:

	Three Months Ended March 31,
(in thousands)	2026		2025
Balance, beginning of period	$	233,339	$	201,158
Liabilities incurred	40		35
Liabilities settled	(448)		(623)
Revisions of estimates(1)	(35,172)		—
Accretion of discount	4,015		3,616
Balance, end of period	201,774		204,186
Less current portion	(4,760)		(3,506)
Asset retirement obligations, long-term	$	197,014	$	200,680

___________________________________________________

(1) Revisions of estimates are due to reductions of expected plugging & abandonment cost per well for all Barnett operated properties.

Note 5 - Fair Value Measurements

As the Company uses the market approach to determine the fair value of its derivative instruments, these fair values are also compared to the values given by counterparties for reasonableness. Since natural gas and NGL swaps, fixed-price power sales, and fixed price power purchases are based on measurements derived indirectly from observable inputs or from quoted prices from markets that are less liquid, they are classified as Level 2 within the fair value hierarchy. The heat rate call options are classified

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as Level 3 within the fair value hierarchy because their valuation relies on significant unobservable inputs. These inputs include correlation between the underlying power and natural gas commodities and volatility assumptions for non-liquid delivery periods, which require management judgment and are not directly observable in the market.

The Company factors its own non-performance risk into the valuation of derivatives using current published credit default swap rates. As of March 31, 2026 and December 31, 2025, the impact of the non-performance risk adjustment to the Company's fair value of commodity derivative liabilities was $1.4 million and $1.6 million, respectively.

The following tables set forth by level within the fair value hierarchy, the financial assets and liabilities that were accounted for at fair value on a recurring basis:

	March 31, 2026
	Fair Value Measurements Using:
(in thousands)	Significant Other<br>Observable Inputs<br>(Level 2)		Significant<br>Unobservable Inputs (Level 3)		Total
Financial assets
Derivative instruments
Natural gas derivatives	$	58,302	$	—	$	58,302
NGL derivatives	420		—		420
Natural gas basis swaps	15,372		—		15,372
Power derivatives	8,717		25,827		34,544
Financial liabilities
Derivative instruments
Natural gas derivatives	9,813		—		9,813
NGL derivatives	1,788		—		1,788
Power derivatives	7,085		—		7,085		December 31, 2025
---	---	---	---	---	---	---
	Fair Value Measurements Using:
(in thousands)	Significant Other<br>Observable Inputs<br>(Level 2)		Significant<br>Unobservable Inputs (Level 3)		Total
Financial assets
Derivative instruments
Natural gas derivatives	$	57,135	$	—	$	57,135
NGL derivatives	13,807		—		13,807
Natural gas basis swaps	17,272		—		17,272
Power derivatives	1,347		771		2,118
Financial liabilities
Derivative instruments
Natural gas derivatives	6,572		—		6,572
NGL derivatives	407		—		407
Natural gas basis swaps	1,328		—		1,328
Power derivatives	3,514		2,415		5,929

The following table is the quantitative information regarding significant unobservable inputs used in the measurement of Level 3 positions:

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March 31, 2026
Valuation Technique	Significant Unobservable Input	Range				Weighted Average		Description
Kirk Spread Option Model	Power and natural gas price correlation	92.7	%			92.7	%	Estimated correlation between underlying commodities
Kirk Spread Option Model	Power volatility (non-liquid hours)	49.3	%	60.3	%	54.8	%	Extrapolated from observable 5x16 implied volatilities and shaped for delivery periods (2x16 and 7x8)
December 31, 2025
---	---	---	---	---	---	---	---	---
Valuation Technique	Significant Unobservable Input	Range				Weighted Average		Description
Kirk Spread Option Model	Power and natural gas price correlation	92.7	%			92.7	%	Estimated correlation between underlying commodities
Kirk Spread Option Model	Power volatility (non-liquid hours)	42.9	%	52.4	%	47.7	%	Extrapolated from observable 5x16 implied volatilities and shaped for delivery periods (2x16 and 7x8)

The tables below sets forth the changes in the Company's Level 3 fair value measurements:

	Three Months Ended March 31,
(in thousands)	2026		2025
Balance, beginning of period	$	(1,644)	$	(3,595)
Settlements	(50,527)		(15,291)
Total realized gains	50,527		15,291
Total unrealized gains (losses)	27,471		(17,083)
Balance, end of period	$	25,827	$	(20,678)

Other Fair Value Measurements

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, net, and accounts payable and accrued liabilities approximate their fair values due to the short-term maturities of these instruments. Long-term debt obligations under the RBL Credit Agreement, the Temple I Loan Agreements, and the Temple Credit Facilities also approximate fair value because the variable rates of interest are market-based. The fair value of the 2030 Senior Notes as of March 31, 2026, was approximately $505.8 million based on quoted market prices from banks and are classified Level 2 in the fair value hierarchy. The 2030 Senior Notes are carried on the condensed consolidated balance sheets at their original issuance value, as adjusted over time to accrete that value to par.

Note 6 - Derivative Instruments

The Company may utilize derivative contracts in connection with its natural gas, NGL and power operations to provide an economic hedge of the Company’s exposure to commodity price risk associated with anticipated future natural gas and NGL production, as well as to manage the Company's exposure to delivery risk, optimize physical and contractual assets in the Company's portfolio, and manage working capital requirements.

The derivative contracts outstanding as of March 31, 2026 consisted of commodity swaps, basis swaps, put and call options, producer collar agreements, fixed-price natural gas forwards, fixed-price power forwards, and HRCOs, subject to master netting agreements with each individual counterparty. The following table presents gross commodity derivative balances prior to applying netting adjustments recorded in the condensed consolidated balance sheets:

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		March 31, 2026
(in thousands)	Balance Sheet Location	Gross Amounts of Assets and Liabilities		Offset Adjustments		Net Amounts of Assets and Liabilities
Current derivative assets	Commodity derivative assets, current	$	110,731	$	(38,515)	$	72,216
Noncurrent derivative assets	Commodity derivative assets	51,822		(15,400)		36,422
Current derivative liabilities	Commodity derivative liabilities, current	56,041		(38,515)		17,526
Noncurrent derivative liabilities	Commodity derivative liabilities	16,560		(15,400)		1,160		December 31, 2025
---	---	---	---	---	---	---	---
(in thousands)	Balance Sheet Location	Gross Amounts		Offset Adjustments		Net Amounts of Assets and Liabilities
Current derivative assets	Commodity derivative assets, current	$	66,787	$	(2,887)	$	63,900
Noncurrent derivative assets	Commodity derivative assets	34,116		(7,684)		26,432
Current derivative liabilities	Commodity derivative liabilities, current	11,356		(2,887)		8,469
Noncurrent derivative liabilities	Commodity derivative liabilities	13,451		(7,684)		5,767

Derivative Contracts

Collar, Commodity Swap, and Basis Swap Contracts

A commodity collar provides for a price floor and a price ceiling. The floating price for the collar contract is traded for a fixed price when the floating price is not between the floor and ceiling. If the floating price is between these contracted prices, no trade occurs. A commodity swap agreement is an agreement whereby a floating price based on the underlying commodity is traded for a fixed price over a specified period. Basis swaps provide a guaranteed price differential for natural gas from two different specified delivery points over a specified period. The fair value of open collar, commodity swap, and basis swap contracts reported in the condensed consolidated balance sheets may differ from that which would be realized in the event the Company terminated its position in the respective contract.

Fixed-Price Power Forwards and HRCOs

For the power generated out of the Temple Plants, the Company held fixed-price power sales contracts in which energy is delivered to the ERCOT north hub at a fixed-price per MWh. The contracts contain an agreed upon quantity of total MW and total MWh. The Company also held fixed-price power purchase contracts to hedge BKV-BPP Retail power purchases for its retail customers.

As of March 31, 2026 and December 31, 2025, the Company had outstanding four HRCO contracts with two counterparties, where the Company supplied 200 MW and 400 MW of energy to these counterparties upon demand at ERCOT North 345KV Hub, respectively, as defined by ERCOT. Under the agreements, the Company receives a monthly premium for capacity; electricity revenue for a strike price per MWh is delivered based on Platt’s Gas Daily for Houston Ship Channel and variable costs. The Company also receives a reimbursement for a maximum of two starts per calculation period. If, due to external factors, it is more advantageous to purchase power on the day-ahead market to satisfy the HRCO obligation, then this will occur instead of producing the agreed upon power for physical delivery. HRCOs contains various commodities, natural gas, and energy, and has various corresponding prices and unit of measures that correlate to the fair value recognized by the Company.

The following tables set forth the derivative gains (losses), net on the condensed consolidated statements of operations:

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		Three Months Ended March 31,
(in thousands)	Income Statement Location	2026		2025
Realized losses on derivatives (natural gas)	Derivative gains (losses), net	$	(26,910)	$	(10,373)
Realized gains (losses) on derivatives (NGL)	Derivative gains (losses), net	22		(5,097)
Realized gains on derivatives (power sales)	Derivative gains (losses), net	62,569		67,098
Realized losses on derivatives (purchased power)	Purchased power	(9,456)		(7,418)
Total realized gains on derivatives, net		$	26,225	$	44,210	Three Months Ended March 31,
---	---	---	---	---	---
(in thousands)	Income Statement Location	2026		2025
Unrealized gains (losses) on derivatives (natural gas)	Derivative gains (losses), net	$	23,920	$	(110,395)
Unrealized losses on derivatives (NGL)	Derivative gains (losses), net	(41,333)		(8,060)
Unrealized gains (losses) on derivatives (power sales)	Derivative gains (losses), net	34,841		(31,556)
Unrealized gains (losses) on derivatives (purchased power)	Purchased power	(3,572)		2,976
Total unrealized gains (losses) on derivatives, net		$	13,856	$	(147,035)

During the first quarter in 2025, the Company entered into agreements to buy put options and subsequently paid a net premium of $16.2 million for contracts that settle in 2026 and 2027. The put options have an established floor of $3.00 per MMBtu. If at the time of settlement the contracted settlement price falls below the floor, the counterparties pay the Company an amount equal to the difference between the contracted settlement price and the floor multiplied by the contract volumes. The premium paid was recorded as an asset and is subsequently adjusted to the current fair value of the option written. During the fourth quarter of 2025, the Company terminated a portion of the put option contracts scheduled to settle in 2026 in exchange for natural gas fixed-price swap contracts that will settle in 2026. No realized gain or loss was recognized on this transaction.

Derivative Contract Volumes and Fair Values

The following tables summarize the Company’s outstanding derivative positions as of March 31, 2026 by commodity and contract type, including volume, pricing indices, or reference points, and associated fair values.

The following table summarizes the Company's power derivatives:

Instrument	Units	Quantity	Pricing Index	Fair Value as of<br><br>March 31, 2026 (in thousands)
2026
Swap	MMBtu	6,132,000	HSC Gas Daily	$	(3,821)
Power forwards - sales	MWh	876,000	ERCOT North	$	8,717
Heat rate call option	MMBtu	5,256,000	Various	$	25,827
Power forwards - purchases	MWh	(573,011)	Various	$	(7,085)

The following table summarizes the Company's natural gas commodity derivatives indexed to NYMEX Henry Hub pricing:

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Instrument	MMBtu	Weighted Average Price Floor		Weighted Average Price Ceiling		Fair Value as of<br><br>March 31, 2026 (in thousands)
2026
Swap	121,458,622					$	56,026
2027
Swap	98,958,854					$	20,643
Collars	37,662,319	$	3.57	$	4.00	$	(257)
Call options	36,500,000			$	5.00	$	(11,750)
Put options	36,500,000	$	3.00			$	10,295
2028
Swap	94,085,323					$	4,073
2029
Swap	34,675,000					$	(157)

All values are in US Dollars.

The following table summarizes the Company's natural gas basis derivatives by reference price:

Instrument	Basis Reference Price	MMBtu	Weighted Average Basis Differential		Fair Value as of<br><br>March 31, 2026<br><br>(in thousands)
2026
Swap	Transco Leidy Basis	39,713,234	$	(0.79)	$	1,541
Swap	HSC Basis	41,250,000	$	(0.32)	$	5,209
Swap	Transco St 85 (Z4) Basis	27,500,000	$	0.62	$	3,220
Swap	NGPL TXOK Basis	35,794,014	$	(0.37)	$	3,134
2027
Swap	Transco Leidy Basis	10,950,000	$	(0.76)	$	(1,313)
Swap	HSC Basis	7,300,000	$	(0.25)	$	1,303
Swap	NGPL TXOK Basis	16,965,270	$	(0.31)	$	1,559
2028
Swap	NGPL TXOK Basis	7,320,000	$	(0.76)	$	(568)
Swap	HSC Basis	10,980,000	$	(0.17)	$	1,288

The following table summarizes the Company's natural gas liquids derivatives position by product and reference price:

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Instrument	Commodity Reference Price	Gallons	Fair Value as of<br><br>March 31, 2026<br><br>(in thousands)
2026
Swap	OPIS Purity Ethane Mont Belvieu	102,240,321	$	432
Swap	OPIS IsoButane Mont Belvieu Non-TET	10,677,157	$	(2,087)
Swap	OPIS Normal Butane Mont Belvieu Non-TET	17,555,154	$	(3,738)
Swap	OPIS Propane Mont Belvieu Non-TET	61,367,542	$	(5,274)
Swap	OPIS Natural Gasoline Mont Belvieu Non-TET	27,359,457	$	(12,071)
2027
Swap	OPIS Purity Ethane Mont Belvieu	79,965,970	$	2,908
Swap	OPIS IsoButane Mont Belvieu Non-TET	8,864,077	$	(860)
Swap	OPIS Normal Butane Mont Belvieu Non-TET	14,071,274	$	(1,452)
Swap	OPIS Propane Mont Belvieu Non-TET	49,204,884	$	(2,739)
Swap	OPIS Natural Gasoline Mont Belvieu Non-TET	22,107,531	$	(3,051)

All values are in US Dollars.

Note 7 - Revenue from Contracts with Customers

All of the Company's revenues from contracts with customers are generated in the states of Pennsylvania and Texas. Revenues consist of the following:

	Three Months Ended March 31, 2026
(in thousands)	Pennsylvania		Texas		Total
Natural gas	$	30,908	$	209,243	$	240,151
NGLs	—		44,760		44,760
Oil	—		2,764		2,764
Total natural gas, NGL, and oil sales	30,908		256,767		287,675
Merchant energy sales and other	—		94,831		94,831
Energy retail sales	—		29,801		29,801
Solar revenue	—		92		92
Physical power purchased	—		(55,734)		(55,734)
Revenue from contracts with customers - power	—		68,990		68,990
Marketing revenues	—		17,585		17,585
Midstream revenues	—		2,296		2,296
Total	$	30,908	$	345,638	$	376,546

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	Three Months Ended March 31, 2025
(in thousands)	Pennsylvania		Texas		Total
Natural gas	$	24,572	$	143,411	$	167,983
NGLs	—		44,683		44,683
Oil	—		3,460		3,460
Total natural gas, NGL, and oil sales	24,572		191,554		216,126
Merchant energy sales and other	—		59,531		59,531
Energy retail sales	—		29,660		29,660
Solar revenue	—		86		86
Physical power purchased	—		(45,413)		(45,413)
Revenue from contracts with customers - power	—		43,864		43,864
Marketing revenues	—		9,686		9,686
Midstream revenues	—		2,771		2,771
Other(1)	—		51		51
Total	$	24,572	$	247,926	$	272,498

_____________________________________________

(1) Excludes gains (losses) on sales of assets.

Accounts Receivable and Revenue from Contracts with Customers

Substantially all of the Company’s accounts receivable, net result from the sale of natural gas, joint interest billings, and power sales. The Company sells the substantial majority of its natural gas, NGLs, and oil to fewer than five customers and bills working interest owners for costs related to development of the Company’s natural gas properties. The Company sells power to retail and wholesale customers on the ERCOT power grid. As of March 31, 2026 and December 31, 2025, the Company’s accounts receivable, net consisted of the following:

(in thousands)	March 31, 2026		December 31, 2025
Accounts receivable - contracts with customers(1)	$	74,026	$	97,308
Accounts receivable - derivative instruments	40,957		11,383
Accounts receivable - other	28,115		21,656
Allowance for credit losses	(1,376)		(1,270)
Total accounts receivable, net	$	141,722	$	129,077

_________________________________________________

(1)As of March 31, 2026 and December 31, 2025, one customer accounted for 65% and 62%, respectively, of accounts receivable - contracts with customers. For the three months ended March 31, 2026, two customers each accounted for approximately 63% and 25% of the Company's revenue from contracts with customers, totaling $238.0 million and $94.8 million, respectively. For the three months ended March 31, 2025, the same two customers accounted for 61% and 22% of revenue, totaling $166.5 million and $59.5 million, respectively. Also during the three months ended March 31, 2025, an additional customer accounted for approximately 15% of revenue, totaling $40.8 million of the Company's revenue from contracts with customers.

Note 8 - Accounts Payable and Accrued Liabilities

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Accounts payable and accrued liabilities included in current liabilities consist of the following:

(in thousands)	March 31, 2026		December 31, 2025
Accounts payable	$	119,957	$	100,432
Revenues payable	40,060		36,310
Interest payable	19,713		10,104
Accrued payroll	13,417		31,069
Oil, gas, and power production and other taxes payable	8,795		21,604
Commodity derivative settlements payable	2,431		24,705
Other accrued liabilities	13,068		5,263
Total	$	217,441	$	229,487

Note 9 - Stockholders' Equity

2026 Equity Offering

On March 12, 2026, the Company completed its underwritten public offering of 7,003,813 shares of common stock offered by the Company and 4,142,089 shares offered by Bedrock as the selling stockholder (the "2026 Equity Offering"), and the Company received net proceeds of $186.2 million. The proceeds from the 2026 Equity Offering were used for general corporate purposes, including working capital, operating expenses and capital expenditures.

Equity-Based Compensation

2024 Equity and Incentive Compensation Plan

The Company's 2024 Equity and Incentive Compensation Plan (the “2024 Plan”) became effective immediately prior to the consummation of the Company's IPO in September 2024, and in December 2025, the Company's board of directors approved an amendment and restatement of the 2024 Plan to increase the number of shares of common stock available for grant and issuance under the 2024 Plan by 2,500,000 shares, effective March 5, 2026 (the 2024 Plan, as so amended and restated, the “A&R 2024 Plan”). As of March 31, 2026, 4,212,364 shares were available for future grants under the A&R 2024 Plan. See Note 12 - Equity-Based Compensation in the Company's 2025 Annual Report on Form 10-K for further discussion on the A&R 2024 Plan.

Performance-Based Restricted Stock Units

The table below summarizes the activity of the performance-based restricted stock units ("PRSUs") for the three months ended March 31, 2026:

(in thousands, except per share amounts)	Shares	Weighted Average Grant Date Fair Value
Unvested PRSUs as of January 1, 2026	1,185	$	16.06
Granted	585	$	30.73
Vested	(6)	$	16.90
Forfeited	(16)	$	18.65
Unvested PRSUs as of March 31, 2026	1,748	$	20.94

As of March 31, 2026, there was $29.4 million of unrecognized compensation expense related to the PRSU awards, which will be amortized over a weighted average period of 1.8 years.

Equity-based compensation related to PRSUs was $2.3 million and $1.2 million for the three months ended March 31, 2026 and 2025, respectively. Equity compensation related to PRSUs is included in general and administrative expenses in the condensed consolidated statements of operations.

Time-Based Restricted Stock Units

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The table below summarizes the activity of the time-based restricted stock units ("TRSUs") for the three months ended March 31, 2026:

(in thousands, except per share amounts)	Shares	Weighted Average Grant Date Fair Value
Unvested TRSUs as of January 1, 2026	689	$	19.39
Granted	390	$	28.94
Vested	(241)	$	18.70
Forfeited	(8)	$	20.50
Unvested TRSUs as of March 31, 2026	830	$	24.07

As of March 31, 2026, there was $18.2 million of unrecognized compensation expense related to the A&R 2024 Plan TRSU awards, which will be amortized over a weighted average period of 2.2 years.

Equity-based compensation related to the TRSUs was $1.6 million and $0.9 million for the three months ended March 31, 2026 and 2025, respectively, which is included in general and administrative expenses in the condensed consolidated statements of operations.

Employee Stock Purchase Plan

For the three months ended March 31, 2026, the Company recognized equity-based compensation expense related to the ESPP of $0.1 million, which is included in general and administrative expenses in the condensed consolidated statements of operations. There was no equity-based compensation related to the ESPP for the three months ended March 31, 2025.

Note 10 - Investments

Joint Ventures

BKV-BPP Power Joint Venture

In 2021, the BKV-BPP Power Joint Venture was formed to own and operate combined-cycle natural gas-fired power generation facilities and a retail electricity marketing business in Temple, Texas. BKV-BPP Power generates revenues primarily through the sale of electricity and related products in the ERCOT market and through retail customer contracts, which allows the Company to integrate its upstream natural gas production with downstream power generation and marketing activities.

BKV-CIP Joint Venture

On May 8, 2025, BKV dCarbon Ventures, together with C Squared Solutions, Inc. (the “Class B Member”), 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 BKV dCarbon Project, LLC (the “BKV-CIP Joint Venture”) for the purpose of developing CCUS projects. On May 8, 2025, BKV dCarbon Ventures contributed to the BKV-CIP Joint Venture $40.3 million of CCUS assets that included the BKV dCarbon Barnett Zero, LLC and BKV dCarbon Las Tiendas, LLC and related assets (including the Barnett Zero and Eagle Ford CCUS projects), and $4.1 million of Section 45Q accrued receivables at carrying value, and committed to future contributions of certain CCUS projects, related assets, and/or cash in exchange for an interest in the BKV-CIP Joint Venture and 4,796,421 Class A Units at $10.00 per share. The Class B Member committed up to an initial $500.0 million in cash for use by the BKV-CIP Joint Venture in construction and operating new CCUS projects across the United States in exchange for no more than a 49% interest in the BKV-CIP Joint Venture. Through March 31, 2026, the Class B Member contributed $22.1 million, and during the three months ended March 31, 2026, contributed $4.2 million. In exchange for the Class B Member's contribution to the BKV-CIP Joint Venture, the Class B Member has received a total of 2,211,155 of the BKV-CIP Joint Venture's Class B Units at $10.00 per share.

Net income (loss) is allocated to each member pursuant to the BKV-CIP JV Agreement's liquidation provisions. For the three months ended March 31, 2026, BKV dCarbon Ventures and the Class B Member's allocation in BKV-CIP Joint Venture's net income (loss) was 52% and 48%, respectively.

BKV-BPP Cotton Cove Joint Venture

On June 26, 2025, BKV dCarbon Ventures and BPPUS amended and restated the BKV-BPP Cotton Cove, LLC Agreement whereby on July 9, 2025, BKV dCarbon Ventures contributed $3.3 million to BKV-BPP Cotton Cove, net of $0.1 million of

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expenditures paid by BKV dCarbon Ventures on behalf of BKV-BPP Cotton Cove, and on July 10, 2025, BPPUS received $5.4 million of its initial capital contribution of $8.6 million from BKV-BPP Cotton Cove. On July 31, 2025, BKV dCarbon Ventures and BPPUS contributed an additional $3.8 million and $3.6 million, respectively. As a result of these transactions, BKV dCarbon Ventures owns a 51% controlling interest in BKV-BPP Cotton Cove, with BPPUS retaining a 49% interest.

Both the BKV-CIP Joint Venture and BKV-BPP Cotton Cove Joint Venture were formed to advance the Company’s CCUS strategy and do not represent a material business combination under ASC 805, Business Combination, as the assets acquired and liabilities assumed were not significant to the Company’s condensed consolidated financial statements, and no goodwill or a bargain purchase gain was recognized.

Variable Interest Entities

The Company considers the BKV-BPP Power Joint Venture, the BKV-CIP Joint Venture, and the BKV-BPP Cotton Cove Joint Venture to each be a variable interest entity (“VIE”) in accordance with ASC 810, Consolidation as the Company is deemed to be the primary beneficiary of these joint ventures. 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.

The Company’s control over BKV-BPP Power is derived from its governance rights and its role in directing the day-to-day operational activities through its participation on a 12-member board of managers (the "BKV-BPP Power Board"), nine of whom are appointed by the Company and three of whom are appointed by BPPUS. The BKV-BPP Power Board has overall management and oversight of BKV-BPP Power, including approval of budgets, business plans, and key commercial and financing decisions. The Company directs plant operations, commercial optimization, fuel procurement, and marketing and risk management activities, through its operational role and participation in the governance of BKV-BPP Power. The Company’s economic exposure is primarily based on its 75% ownership interest, which entitles it to a majority of distributions and results of operations and exposes it to a majority of potential losses. In addition, the Company is generally required to fund its proportionate share of capital contributions in accordance with the BKV-BPP Power LLC Agreement.

The assets of BKV-BPP Power may only be used to settle its obligations, and the liabilities of BKV-BPP Power do not have recourse to the general credit of the Company, except to the extent of the Company’s investment and any contractual commitments. In addition, distributions from BKV-BPP Power may be subject to restrictions under its debt agreements or other contractual arrangements.

The Company's control over the BKV-CIP Joint Venture is derived from its ability to direct the development and execution of CCUS projects that most significantly impact the economic performance of this joint venture, including project development, capital deployment, and operational execution of CCUS projects through its management and oversight of these activities. The Company's economic exposure is based on its ownership interest and its obligation to absorb losses, or the right to receive benefits from the BKV-CIP Joint Venture.

The Company's control over BKV-BPP Cotton Cove is derived from its majority ownership interest and governance rights, which provide the Company with the ability to direct the activities that most significantly impact the joint venture's economic and operational performance, including the development and operation of CCUS-related assets. The Company's economic exposure is based on its ownership interest, including its potential earnings and losses, including funding its proportionate share of capital contributions in accordance with the respective agreements.

The assets and liabilities of these consolidated VIEs are included within the respective line items of the Company’s condensed consolidated balance sheets. The assets of the consolidated VIEs may only be used to settle obligations of the respective VIEs, and the liabilities of the consolidated VIEs do not have recourse to the general credit of the Company, except to the extent of the Company’s investment and any contractual commitments. The BKV-BPP Power Joint Venture, the BKV-CIP Joint Venture, and BKV-BPP Cotton Cove are exposed to similar operational risks as the Company, and are each monitored and evaluated on a similar basis by management. The carrying amounts and classification of the consolidated VIE assets and liabilities included in the condensed consolidated balance sheets are as follows (excluding intercompany balances):

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	March 31, 2026
(in thousands)	BKV-BPP Power		BKV-CIP Joint Venture		BKV-BPP Cotton Cove
Assets
Current assets
Cash and cash equivalents	$	56,000	$	2,170	$	2,632
Restricted cash	15,974		—		—
Accounts receivable, net	25,853		14,794		14
Other current assets	90,862		311		—
Total current assets	188,689		17,275		2,646
Other property, plant, and equipment, net	906,076		57,230		17,606
Other assets	11,470		—		—
Total assets	$	1,106,235	$	74,505	$	20,252
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	30,021	$	4,623	$	1,342
Other current liabilities	23,051		—		—
Total current liabilities	53,072		4,623		1,342
Other liabilities	624,600		—		—
Total liabilities	$	677,672	$	4,623	$	1,342	As of December 31, 2025
---	---	---	---	---	---	---
(in thousands)	BKV-BPP Power		BKV-CIP Joint Venture		BKV-BPP Cotton Cove
Assets
Current assets
Cash and cash equivalents	$	49,015	$	1,331	$	3,744
Accounts receivable, net	28,618		11,749		568
Other current assets	46,206		654		—
Total current assets	123,839		13,734		4,312
Other property, plant, and equipment, net	806,673		55,452		16,606
Other assets	9,469		—		—
Total assets	$	939,981	$	69,186	$	20,918
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	22,553	$	4,880	$	2,269
Other current liabilities	18,374		—		—
Total current liabilities	40,927		4,880		2,269
Other liabilities	641,947		—		—
Total liabilities	$	682,874	$	4,880	$	2,269

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Noncontrolling Interests

Noncontrolling interests held by BPPUS of 25% and 49% in BKV-BPP Power and BKV-BPP Cotton Cove, respectively, are presented as noncontrolling interest within equity on the condensed consolidated balance sheets.

Pursuant to the BKV-CIP JV Agreement, the Class B Units are not mandatorily redeemable or currently redeemable, but become exercisable by the Class B Member with the passage of time beginning on May 8, 2027. The Company determined that there is an embedded put option in the Class B Units, which contains redemption features that are not solely within the control of the Company. Therefore, the shares of the BKV-CIP Joint Venture's Class B Units have been classified as noncontrolling interest within mezzanine equity on the Company's condensed consolidated balance sheets. The redemption value of the Class B Units is based on a 1.65x multiple of invested capital, reduced by cumulative distributions made to the Class B Member. The contributions from the Class B Member are accreted to the redemption value over a period from issuance to the earliest redemption date (using the effective interest method) with the accretion accounted for as a dividend paid to the Class B Member. As of March 31, 2026, the carrying value of the Class B Units was $18.6 million, compared to an estimated redemption value of approximately $35.3 million.

As of March 31, 2026, distributions payable to Class B Member was $6.9 million, which represents 49% of the Section 45Q tax credits generated by BKV dCarbon Ventures in 2024. The distributions payable is included in accounts payable and accrued liabilities on the condensed consolidated balance sheets.

Note 11 - Commitments and Contingencies

The Company may be subject to various claims, title matters, and legal proceedings arising in the ordinary course of business, including environmental contamination claims, personal injury and property damage claims, claims related to joint interest billings and other matters under natural gas operating agreements, and other contractual disputes. The Company maintains general liability and other insurance to cover some of these potential liabilities. All known liabilities are fully accrued based on the Company's best estimate of the potential loss. As of March 31, 2026, the Company has recorded an aggregate accrual of approximately $1.6 million, which is included in other current liabilities in the condensed consolidated balance sheets.

While the outcome and impact on the Company cannot be predicted with certainty, results may change in future periods. For the periods presented in the condensed consolidated financial statements, the Company believes that its ultimate liability, with respect to any such matters, will not have a significant impact or material adverse effect on its financial positions, results of operations, or cash flows. Results of operations and cash flows, however, could be significantly impacted in the reporting periods in which such matters are resolved.

As a part of the consideration paid for the Devon Barnett Acquisition, additional cash consideration was paid by the Company when certain thresholds were met for average Henry Hub natural gas and WTI crude oil prices for each of the calendar years during the period beginning January 2021 through December 31, 2024. As of December 31, 2024, the final portion of the arrangement was considered to be settled, resulting in a settlement of $20.0 million, which was paid on January 8, 2025.

The Company has volume commitments in the form of gathering, processing, and transportation agreements with various third parties that require delivery of 835,763,676 dekatherms of natural gas. The significant majority of the agreements terminate by 2029, with one agreement extending through 2036. As of March 31, 2026, the aggregate undiscounted future payments required under these contracts total $242.3 million.

BKV-BPP Power has commitment agreements to support the operation, fuel supply, and commercialization of its power generation assets. These agreements include energy management, fuel transportation and storage, operations and maintenance, and administrative service arrangements with terms expiring through 2028.

On January 14, 2026, the Company entered into a manufacturing reservation agreement related to a planned power generation project. Under the agreement, the Company is committed to pay up to an aggregate of $80.0 million in reservation fees, scheduled in phases during 2026, to secure future manufacturing capacity through 2028 for turbines with up to approximately 1,230 MW in total generation capacity. During the three months ended March 31, 2026, the Company paid $30.0 million of the reservation fees. Amounts paid are generally non-refundable and will be credited against the purchase price if a definitive supply agreement is executed.

On March 25, 2026, the Company entered into an equipment supply contract related to a planned power generation project. Under the agreement, the Company is committed to pay up to an aggregate of $124.1 million in purchase payments, scheduled in phases from 2026 through 2027, to secure the manufacture of modular power generation equipment. During the three months

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ended March 31, 2026, the Company paid $2.5 million of the purchase payments, and on April 1, 2026, the Company paid an additional $33.5 million. If the Company terminates the contract before manufacturing of the equipment begins, the Company would be required to pay 60% of the contract price, and if the Company terminates the contract after manufacturing of the equipment begins, the Company would be required to pay 100% of the contract price. The Company has an option to exercise a contract with similar terms, pricing, payment, and equipment manufacture and delivery lead times.

A summary of the Company's commitments, excluding contingent consideration, as of March 31, 2026, is provided in the following table:

(in thousands)	2026		2027		2028		2029		2030		Thereafter		Total
RBL Credit Agreement	$	—	$	—	$	100,000	$	—	$	—	$	—	$	100,000
Temple Term Loan Facility	10,000		10,000		379,383		—		—		—		399,383
Temple Revolving Facility	—		—		60,000		—		—		—		60,000
Interest payable	19,713		—		—		—		—		—		19,713
BKV-BPP Power commitment agreements	4,218		4,891		401		—		—		—		9,510
Temple I Loan Agreements	176,000		—		—		—		—		—		176,000
Interest payable on Temple I Loan Agreements	7,238		—		—		—		—		—		7,238
Manufacturing reservation agreement	50,000		—		—		—		—		—		50,000
Equipment supply contract	83,147		38,453		—		—		—		—		121,600
Operating lease payments	4,859		1,474		1,269		1,303		1,345		5,628		15,878
Transportation commitments	52,924		62,224		53,909		34,257		5,913		33,032		242,259
Total	$	408,099	$	117,042	$	594,962	$	35,560	$	7,258	$	38,660	$	1,201,581

Note 12 - Income Taxes

For the three months ended March 31, 2026 and 2025, the Company calculated its provision for income taxes using the estimated annual effective income tax rate applied to year-to-date ordinary income (loss) before income taxes. The provision for income taxes also includes the tax effects of discrete items recognized in the period in which they occur.

The Company's effective tax rates for the three months ended March 31, 2026 and 2025 were 18.1% and 26.1%, respectively. For the three months ended March 31, 2026, the effective tax rate differed from the U.S. federal statutory rate of 21.0% due to the benefit of Section 45Q tax credits from the injection of captured CO2 waste for secure geologic storage, the noncontrolling interests related to the Company's investment in joint venture partnerships, and Section 45I tax credits from marginal production. These tax benefits were partially offset by tax expense associated with the limitation on deductible executive compensation. For the three months ended March 31, 2025, the effective tax rate differed from the U.S. federal statutory rate of 21.0% primarily driven by the discrete impact of unrealized hedging losses, partially offset by the benefit of Section 45I tax credits from marginal production, and Section 45Q tax credits from the injection of captured CO2 waste for secure geologic storage.

Note 13 - Earnings Per Share

Basic net income (loss) per common share attributable to BKV for each period is calculated by dividing net income (loss) attributable to BKV, adjusted for accretion to redemption value of the Class B Units, by the basic weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share attributable to BKV is calculated by dividing net income (loss) attributable to BKV, adjusted for accretion to redemption value of the Class B Units, by the diluted weighted average number of common shares outstanding for the respective period. Any remeasurement of the accretion to redemption value of the Class B Units subject to possible redemption was considered to be dividends paid to the Class B Member. Accordingly, accretion is deducted from net income (loss) in the calculation of earnings per share. Diluted weighted average number of common shares outstanding and the dilutive effect of potential common shares is calculated using the treasury method. The Company includes potential shares of common stock for PRSUs and TRSUs in the calculation of diluted weighted average shares outstanding based on the number of common shares that would be issuable if the end of the reporting period was also the

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end of the performance period. During periods in which the Company incurred a net loss, diluted weighted average common shares outstanding were equal to basic weighted average of common shares outstanding because the effects of all potential common shares was anti-dilutive.

The following is the calculation of basic and diluted net income (loss) per common share attributable to BKV three months ended March 31, 2026 and 2025:

	Three Months Ended March 31,
(in thousands, except per share amounts)	2026		2025
Net income (loss) attributable to BKV	$	44,075	$	(81,979)
Accretion of Class B Units to redemption value	(741)		—
Net income (loss) including accretion of Class B Units to redemption value	$	43,334	$	(81,979)
Basic weighted average common shares outstanding	102,018		84,706
Add: dilutive effect of TRSUs	153		—
Add: dilutive effect of PRSUs	133		—
Diluted weighted average of common shares outstanding	102,304		84,706
Weighted average number of outstanding securities excluded from the calculation of diluted loss per share
TRSUs	—		22
PRSUs	—		—
Net income (loss) per common share attributable to BKV:
Basic	$	0.42	$	(0.97)
Diluted	$	0.42	$	(0.97)

Note 14 - Reportable Segments

Prior to the consolidation of the BKV-BPP Power Joint Venture in the first quarter of 2026, the Company was organized, managed, and identified as one operating segment and one reportable segment. Thereafter, as a result of changes to the Company's internal reporting structure, the Company’s CODM changed the manner in which resource allocation decisions are made and performance is assessed. As such, commencing in the first quarter of 2026, the Company's natural gas production, natural gas midstream, and power generation business lines, all of which are located within the United States, are now organized into two reportable segments for financial reporting purposes: (i) Upstream/Midstream and (ii) Power. In addition, the Company has an "All Other" category, which includes its Corporate and Other operating segment. The Corporate and Other operating segment includes the Company's remaining non-reportable segment operations consisting primarily of its CCUS business line and general corporate expenses not allocated to its reportable segments. Prior period segment information has been recast to reflect the current reportable segment structure.

The CODM evaluates segment performance and allocates resources based on segment revenues and other operating income, significant segment expenses, and other segment items, as well as capital expenditures. The primary measure of segment profit or loss used by the CODM is income from operations. The CODM also evaluates the Company's segment results period-over-period and relative to budget.

The Company's Upstream/Midstream segment is engaged in the acquisition, operation, exploration, development, and production of natural gas, NGLs, and oil in the Barnett and NEPA, and the commercial and midstream services such as gathering and transportation, marketing services, and commodity risk management activities.

The Company's Power segment is engaged in electricity generation, wholesale energy sales and purchases, and retail marketing operations. These activities are conducted through the BKV-BPP Power Joint Venture in which the Company holds a 75% ownership interest. Subsidiaries of the BKV-BPP Power Joint Venture own the Temple Plants, which are modern combined cycle gas and steam turbine power plants located in the ERCOT North Zone in Temple, Texas, and operate a retail marketing business throughout the deregulated portions of Texas.

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The Company's Corporate and Other operating segment includes BKV Corp, shared services, and the results of the Company's carbon capture and sequestration business, which focuses on reducing GHG emissions by capturing CO2 from Company-owned and third-party operations, as well as other energy and industrial sources. Intercompany eliminations are included within the Corporate and Other segment for purposes of segment reporting.

The following tables present the Company's segment revenues and other operating income, significant segment operating expenses, and segment income (loss) from operations:

	Three Months Ended March 31, 2026
(in thousands)	Upstream/Midstream		Power		Total Reportable Segments		Corporate and Other		Total
Revenues and other operating income
Natural gas, NGL, and oil sales	$	287,675	$	—	$	287,675	$	—	$	287,675
Power revenues	—		68,990		68,990		—		68,990
Midstream revenues	2,296		—		2,296		—		2,296
Derivative gains (losses), net	(42,476)		95,585		53,109		—		53,109
Marketing revenues	17,527		—		17,527		58		17,585
Section 45Q tax credits	—		—		—		3,060		3,060
Other	132		—		132		—		132
Total revenues and other operating income	$	265,154	$	164,575	$	429,729	$	3,118	$	432,847
Operating expenses
Lease operating and workover	45,075		—		45,075		—		45,075
Fuel commodity costs	—		57,121		57,121		—		57,121
Purchased power	—		27,355		27,355		—		27,355
Taxes other than income	15,961		4,234		20,195		7		20,202
Gathering and transportation	67,802		—		67,802		—		67,802
Depreciation, depletion, amortization, and accretion	40,691		11,804		52,495		446		52,941
General and administrative	21,908		6,740		28,648		13,482		42,130
Power operating and maintenance	—		19,679		19,679		—		19,679
Other operating expenses	8,860		4,156		13,016		1,500		14,516
Total operating expenses	200,297		131,089		331,386		15,435		346,821
Income (loss) from operations	$	64,857	$	33,486	$	98,343	$	(12,317)	$	86,026
Capital expenditures	$	78,970	$	16,850	$	95,820	$	10,707	$	106,527

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	Three Months Ended March 31, 2025
(in thousands)	Upstream/Midstream		Power		Total Reportable Segments		Corporate and Other		Total
Revenues and other operating income
Natural gas, NGL, and oil sales	$	216,126	$	—	$	216,126	$	—	$	216,126
BKV-BPP Power revenues	—		43,864		43,864		—		43,864
Midstream revenues	2,771		—		2,771		—		2,771
Derivative gains (losses), net	(152,191)		53,808		(98,383)		—		(98,383)
Marketing revenues	9,686		—		9,686		—		9,686
Section 45Q tax credits	—		—		—		3,307		3,307
Other	(1,305)		—		(1,305)		—		(1,305)
Total revenues and other operating income	$	75,087	$	97,672	$	172,759	$	3,307	$	176,066
Operating expenses
Lease operating and workover	35,055		—		35,055		—		35,055
Fuel commodity costs	—		46,363		46,363		—		46,363
Purchased power	—		18,667		18,667		—		18,667
Taxes other than income	10,221		4,569		14,790		—		14,790
Gathering and transportation	55,793		—		55,793		—		55,793
Depreciation, depletion, amortization, and accretion	39,491		9,627		49,118		479		49,597
General and administrative	10,174		5,232		15,406		13,663		29,069
Power operating and maintenance	—		20,213		20,213		—		20,213
Other operating expenses	4,038		390		4,428		2,188		6,616
Total operating expenses	154,772		105,061		259,833		16,330		276,163
Loss from operations	$	(79,685)	$	(7,389)	$	(87,074)	$	(13,023)	$	(100,097)
Capital expenditures	$	54,264	$	238	$	54,502	$	3,110	$	57,612

The following table reconciles total segment income (loss) from operations to consolidated income before income taxes


(in thousands)	2026		2025
Total segment operating income (loss)	$	98,343	$	(87,074)
Unallocated amounts:
Corporate and other revenues and other operating income	3,118		3,307
Corporate and other taxes other than income	(7)		—
Corporate and other depreciation, depletion, amortization, and accretion	(446)		(479)
Corporate and other general and administrative	(13,482)		(13,663)
Corporate and other, other operating expenses	(1,500)		(2,188)
Interest expense, net	(25,601)		(20,376)
Other income	2,888		3,034
Income (loss) before income taxes	$	63,313	$	(117,439)

The following table presents total assets by reportable segment reconciled to total consolidated assets:

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	March 31,
(in thousands)	2026		2025
Upstream/Midstream	$	2,699,776	$	2,037,244
Power	1,106,235		979,070
Total reportable segments	3,806,011		3,016,314
Corporate and Other	365,521		107,632
Total consolidated assets	$	4,171,532	$	3,123,946

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in Item 1 of Part I, Financial Statements in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes, including “Management's Discussion and Analysis of Financial Condition and Results of Operations” for the year ended December 31, 2025 included in our 2025 Annual Report on Form 10-K filed on March 6, 2026. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs, and expectations. We disclaim any duty to publicly update any forward-looking statements except as otherwise required by applicable law.

In this section, references to “BKV,” the “Company,” “we,” “us,” and “our” refer to BKV Corporation and its subsidiaries, unless otherwise indicated or the context otherwise requires. For more information on our organizational structure, see Note 1 - Business and Basis of Presentation to our condensed consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Recent Developments

•BKV-BPP Power Joint Venture Transaction. On January 30, 2026, we completed the previously announced acquisition of an additional 25% interest in the BKV-BPP Power Joint Venture for aggregate consideration consisting of $115.1 million in cash and 5,315,390 shares of our common stock. We funded the cash consideration with a combination of cash on hand and the net proceeds from the 2025 Equity Offering. Following the closing of the transaction, the BKV-BPP Power Joint Venture is owned 75% by BKV Corp and 25% by BPPUS, and the financial results of BKV-BPP Power have been consolidated into our financial statements for all periods presented. For additional information, see Note 2 - Acquisition and Note 14 - Reportable Segments.

•2026 Equity Offering. On March 12, 2026, we completed the 2026 Equity Offering for net proceeds to the Company of $186.2 million, which were used for general corporate purposes, including working capital, operating expenses and capital expenditures. For additional information, see Note 9 - Stockholders' Equity.

Operational and Financial Highlights

Below are some highlights of our operating and financial results for the three months ended March 31, 2026:

•Production of natural gas, NGLs, and oil was 83.3 Bcfe, or 925.0 MMcfe/d, respectively.

•Average realized product prices, excluding the impact of settled derivatives, was $3.46 per Mcfe.

•Power generation of 1,981 GWh from the Temple Plants and capacity factor of 62.4%.

•Upstream/Midstream production revenues were $287.7 million, and Power revenues were $69.0 million.

•Net income attributable to BKV was $44.1 million.

•Net cash provided by operating activities for the three months ended March 31, 2026 was $72.0 million.

•Accrued capital expenditures for the three months ended March 31, 2026 were $118.6 million.

Factors That Affect Comparability of Our Financial Condition and Results of Operations

Our business depends on many factors, including, but not limited to: (i) commodity prices, (ii) market supply and demand for natural gas, NGLs, and power, and (iii) upstream and power capital and operating costs. We continually monitor domestic and global factors which may cause our actual results of operations to differ from historical results or expected outlook.

Commodity Pricing. The natural gas, NGL, and power industries are each cyclical and seasonal, and commodity prices are highly volatile, and we expect these prices to continue to remain volatile in the near future. In order to manage our market exposure of price volatility, we utilize derivative contracts in connection with our operations to provide an economic hedge of our exposure to commodity price risks associated with anticipated future natural gas and NGL production and power generation. However, there are still market risks beyond our control that may impact our financial condition, results of operations, and cash flows.

Supply, Demand, Market Risk, and the Impact on Natural Gas, NGLs, and Power Prices. Natural gas, NGL, and power prices are subject to large fluctuations in response to relatively minor changes in the demand for natural gas, NGLs, and power. Natural gas and NGL prices are affected by current and expected supply and demand dynamics, including the level of drilling,

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completion, and production activities by other natural gas production companies, industry-wide supply chain disruptions, widespread shortages of labor, material, and services. Other factors impacting supply and demand include weather conditions (including severe weather events), pipeline capacity constraints, basis differentials, export capacity, supply chain quality and availability. Power prices in the ERCOT market are subject to large fluctuations in response to relatively minor changes in the weather, time of day and generation mix, along with current and expected supply and demand dynamics in the ERCOT market. The majority of the factors noted above are outside of our control.

Power Business. The consolidated financial statements include the results of our power business for all periods presented, reflecting the retrospective recast of prior periods, as the BKV-BPP Power Joint Venture Transaction was accounted for as a transfer between entities under common control. However, the power business has historically operated separately from our other operations and has a different operating profile. Businesses engaged in power generation are subject to seasonal, daily, and hourly fluctuations in demand, periods of peak load, and changes in supply and demand dynamics, which can result in variability in revenues and operating costs. In addition, the power business is more capital intensive, requiring ongoing investments in land, modular generation equipment, and turbine generators, and its growth is dependent on access to capital and the ability to obtain necessary commercial agreements. As a result, our consolidated results may not be fully comparable across periods and may not be indicative of the results that would have been achieved if the power business had been operated as part of our company during those periods or of our future performance.

Upstream Capital Costs. Businesses engaged in the exploration and production of natural gas and NGLs, such as ours, face the challenge of natural production declines. As initial reservoir pressures are depleted, natural gas and NGL production from a given well naturally decreases. Thus, as does any natural gas exploration and production company, we deplete part of our asset base with each unit of natural gas and NGLs we produce. We attempt to overcome this natural decline by drilling and refracturing to unlock additional reserves and acquiring more reserves than we produce. Our future growth will depend on our ability to enhance production levels from our existing reserves and to continue to add reserves in excess of production in a cost-effective manner, through development of existing assets and acquisitions. Our ability to make capital expenditures to increase production from our existing reserves and to add reserves through drilling is dependent on our capital resources and can be limited by many factors, including our ability to access capital in a cost-effective manner and to timely obtain drilling permits and regulatory approvals.

Other factors significantly affecting our financial condition and results of operations include, among others:

•success in drilling new wells;

•the availability of attractive acquisition opportunities and our ability to execute them;

•the amount of capital we invest in the leasing and development of our properties;

•facility or equipment availability and unexpected downtime; and

•delays imposed by or resulting from compliance with regulatory requirements.

Production Volumes and Power Data

The following table presents our historical production volumes for the periods presented:

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	2026	2025
Production Data
Natural gas (MMcf)	68,079	54,121
NGLs (MBbls)	2,490	2,344
Oil (MBbls)	39	53
Total volumes (MMcfe)	83,253	68,503
Average daily total volumes (MMcfe/d)	925.0	761.1
Power Data
Power generation (GWh)	1,981	1,588
Fuel consumption	14,016	11,232

Impact of Acquisition and Joint Venture Transactions. Our financial condition and results of operations for the periods presented were impacted by acquisitions and joint venture transactions completed during 2025, which changed the scale, composition, and ownership structure of our operations.

In May 2025, as part of our CCUS business strategy, we partnered with the Class B Member to form the BKV-CIP Joint Venture, and beginning in the third quarter of 2025, we consolidated the BKV-BPP Cotton Cove Joint Venture. These transactions resulted in changes to the accounting treatment of certain assets and results, including the recognition of noncontrolling interests and fair value adjustments, further affecting comparability across periods.

In September 2025, we completed the Bedrock Acquisition, with an economic effective date of July 1, 2025. The acquisition significantly expanded our asset base in the Barnett with low-decline proved developed producing reserves, resulting in higher production volumes, revenues, operating expenses, depreciation, depletion and amortization, and asset retirement obligations beginning in the third quarter of 2025. Because the acquired assets were not owned for a full period of 2025, results for 2026 are not comparable to prior periods. In addition, the consideration paid, including cash, common stock, and repayment of indebtedness, affected our liquidity, leverage, and weighted-average shares outstanding.

As a result of these transactions, our historical operating, financial, and reserve data may not be comparable between periods presented in this Quarterly Report on Form 10-Q.

Sources of Revenues

Our core businesses are the production of natural gas and the generation of natural gas-fired power from our owned and operated assets. Currently, a significant portion of our revenues are derived from the sale of our natural gas production and the NGLs that are extracted from processing our natural gas, as well as from the sale of our power generated out of the Temple plants and sold to a third party at either market or negotiated contract terms. A smaller portion of our revenues are generated from the sale of crude oil, midstream and surface operations, and certain marketing revenue and other income. Our midstream and surface operations primarily support our own exploration and production operations, with revenues generated primarily from fees charged for midstream and surface services, including transportation, freshwater sourcing and disposal, and other services to us and our affiliates and, to a lesser extent, third parties.

Realized Commodity Prices

NYMEX Henry Hub, for gas prices, and NYMEX WTI, for oil prices, are widely used benchmarks for the pricing of natural gas and oil in the United States. The price we receive for our natural gas and oil production is generally different than the NYMEX price because of adjustments for delivery location (“basis”), relative quality and other factors. In addition, we are exposed to fluctuations in wholesale electricity prices, primarily in the ERCOT market, related to our power generation and marketing activities. Power prices are influenced by several factors, including natural gas prices, weather, and market supply and demand. As such, our revenues are sensitive to the price of the underlying commodity to which they relate. For further discussion on our derivative contracts, see Note 6 - Derivative Instruments to the unaudited condensed consolidated financial statements. The following is a comparison of average pricing excluding and including the effects of derivatives:

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	2026		2025
Average prices:
Natural gas (/Mcf)
Average NYMEX Henry Hub price	$	5.04	$	3.65
Average natural gas realized price (excluding derivatives)	$	3.53	$	3.10
Average natural gas realized price (including derivatives)	$	3.14	$	2.86
Differential	$	(1.51)	$	(0.55)
NGLs (/Bbl)
Average NGL realized price (excluding derivatives)	$	17.98	$	19.06
Average NGL realized price (including derivatives)	$	17.98	$	16.89
Oil (/Bbl)
Average oil realized price	$	70.87	$	65.28
High and low daily spot prices
Natural gas (/Mcf)
High NYMEX Henry Hub	$	30.72	$	9.86
Low NYMEX Henry Hub	$	2.82	$	2.93
Oil (/Bbl)
High NYMEX WTI	$	104.69	$	80.73
Low NYMEX WTI	$	56.01	$	66.31
Power
Average power price (/MWh) (excluding derivatives)	$	19.73	$	8.89
Average power price (/MWh) (including derivatives)	$	51.04	$	52.87
Average natural gas cost (/Mcf)	$	4.08	$	4.13

All values are in US Dollars.

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Business Segment Results of Operations

The following sections present our results of operations for our two reportable segments, which include Upstream/Midstream and Power. Management believes this information is useful to investors in understanding the Company's financial condition, results of operations, and trends and uncertainties. See Note 14 - Reportable Segments to our condensed consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Upstream/Midstream Segment

Comparison of the Three Months Ended March 31, 2026 and 2025:

	Three Months Ended March 31,
(in thousands, other than percentages)	2026		2025		Change	% Change
Production volume
Total production volumes (MMcfe)	83,253		68,503		14,750	22	%
Average daily production (MMcfe/d)	925.0		761.1		163.9	22	%
Average realized price (excluding derivatives)	$	3.46	$	3.15		10	%
Average realized price (including derivatives)	$	3.14	$	2.89		9	%
Revenues and other operating income
Natural gas revenues	$	240,151	$	167,983		43	%
NGL revenues	44,760		44,683		77	—	%
Oil revenues	2,764		3,460		(696)	(20)	%
Midstream revenues	2,296		2,771		(475)	(17)	%
Derivative losses, net	(42,476)		(152,191)		109,715	*
Marketing revenues	17,527		9,686		7,841	81	%
Other	132		(1,305)		1,437	*
Total revenues and other operating income	265,154		75,087		190,067
Operating expenses
Lease operating and workover	45,075		35,055		10,020	29	%
Taxes other than income	15,961		10,221		5,740	56	%
Gathering and transportation	67,802		55,793		12,009	22	%
Depreciation, depletion, amortization, and accretion	40,691		39,491		1,200	3	%
General and administrative	21,908		10,174		11,734	*
Other operating expenses	8,860		4,038		4,822	*
Total operating expenses	200,297		154,772		45,525
Income (loss) from operations	$	64,857	$	(79,685)
Per unit costs
Lease operating and workover	$	0.54	$	0.51		6	%
Taxes other than income	$	0.19	$	0.15		27	%
Gathering and transportation	$	0.81	$	0.81		—	%
Depreciation, depletion, amortization, and accretion	$	0.49	$	0.58		(16)	%
General and administrative	$	0.26	$	0.15		73	%
Other operating expenses	$	0.11	$	0.06		83	%
Total	$	2.40	$	2.26
*Percentage not meaningful

All values are in US Dollars.

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Natural Gas Revenues

Our natural gas revenues increased by approximately $72.2 million, or 43%, to $240.2 million for the three months ended March 31, 2026, from $168.0 million for the three months ended March 31, 2025. The increase was due to higher production volumes during the three months ended March 31, 2026, which accounted for a $43.4 million increase in period-over-period revenues (calculated as the change in period-to-period volumes times the prior period average price). The impact was also due to commodity price increases, excluding the effect of derivative settlements, which provided a $28.8 million increase in period-over-period revenues (calculated as the change in the period-to-period average price times current period production volumes).

NGL Revenues

Our NGL revenues were $44.8 million for the three months ended March 31, 2026 and $44.7 million for the three months ended March 31, 2025, remaining relatively consistent period-over-period. Higher production volumes during the three months ended March 31, 2026 increased NGL revenues by $2.8 million (calculated as the change in period-to-period volumes times the prior period average price), which was largely offset by a $2.7 million decrease attributable to lower commodity prices, excluding the effect of derivative settlements (calculated as the change in the period-to-period average price times current period production volumes).

Oil Revenues

Our oil revenues decreased by approximately $0.7 million, or 20%, to $2.8 million for the three months ended March 31, 2026, from $3.5 million for the three months ended March 31, 2025. The decrease was due to lower production volumes during the three months ended March 31, 2026, which accounted for a $0.9 million decrease in period-over-period revenues (calculated as the change in period-to-period volumes times the prior period average price). The decrease was offset by the impact of commodity price increases, excluding the effect of derivative settlements, which accounted for a $0.2 million increase in period-over-period revenues (calculated as the change in the period-to-period average price times current period production volumes).

Midstream Revenues

Our midstream revenues decreased by approximately $0.5 million, or 17%, to $2.3 million for the three months ended March 31, 2026, from $2.8 million for the three months ended March 31, 2025. This decrease was primarily due to decreased throughput and pricing period-over-period.

Derivative Gains (Losses), Net

For the three months ended March 31, 2026, our Upstream/Midstream segment had net realized and unrealized losses on derivative contracts of $42.5 million, compared to net realized and unrealized losses of $152.2 million for the same period in 2025. The decrease in losses for the three months ended March 31, 2026, was primarily attributable to our open derivative positions, which were in an unrealized loss position of $16.1 million, compared to an unrealized loss position of $134.0 million for the same period in 2025. The current period primarily reflects slight increases in the forward curve of natural gas prices relative to December 31, 2025, whereas the prior year period reflected higher increases in future natural gas prices compared to December 31, 2024. In addition, we purchased put options of $16.2 million in the first quarter of 2025, limiting our 2026/2027 pricing downside. Increasing the derivative losses for the three months ended March 31, 2026 were realized losses of $26.3 million, compared to realized losses of $18.2 million for the three months ended March 31, 2025, which were due to slightly higher natural gas prices settled in the current period compared to the same period in the prior year.

Marketing Revenues

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. Our marketing revenues increased by approximately $7.9 million to $17.6 million for the three months ended March 31, 2026, from $9.7 million for the three months ended March 31, 2025. The increase in marketing revenues during the three months ended March 31, 2026, was primarily due to a higher pricing environment and more volumes sold compared to the same period in 2025.

Other Revenues

Other revenues includes the gain (loss) on sale of assets, which were $0.1 million for the three months ended March 31, 2026, compared to $1.3 million for the same period in 2025. The period-over-period increase was primarily due to a gain on sale of assets of $0.1 million during the three months ended March 31, 2026, compared to a loss on sale of assets of $1.4 million during the three months ended March 31, 2025.

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Lease Operating and Workover

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

	Three Months Ended March 31,
	2026				2025				Change	% Change
(in thousands, other than percentages and average costs)	Amount		Per Mcfe		Amount		Per Mcfe
Lease operating expenses	$	42,780	$	0.51	$	33,675	$	0.49		27	%
Workover expenses	2,295		0.04		1,380		0.02		915	66	%
Total lease operating and workover expense	$	45,075	$	0.55	$	35,055	$	0.51		29	%

All values are in US Dollars.

Lease operating and workover expenses were $45.1 million, or $0.54 per Mcfe, for the three months ended March 31, 2026, which was an increase of approximately $10.0 million, or 29%, from $35.1 million, or $0.51 per Mcfe, for the three months ended March 31, 2025. The increase in lease operating and workover expenses during the three months ended March 31, 2026, compared to the same period in 2025, was primarily attributable to $10.2 million of lease operating and workover expenses associated with BKV Barnett II, which was acquired in connection with the Bedrock Acquisition in September 2025.

Taxes Other Than Income

Taxes other than income were $16.0 million, or $0.19 per Mcfe, for the three months ended March 31, 2026, which was an increase of approximately $5.7 million, or 56%, from $10.2 million, or $0.15 per Mcfe, for the three months ended March 31, 2025. The increase was primarily driven by higher production taxes in the Barnett of $4.1 million, including $2.1 million attributable to BKV Barnett II. In addition, ad valorem and property taxes in the Barnett increased by $1.7 million, reflecting higher gas prices, of which $0.4 million was attributable to BKV Barnett II.

Gathering and Transportation

Gathering and transportation expenses were $67.8 million, or $0.81 per Mcfe, for the three months ended March 31, 2026, which was an increase of approximately $12.0 million, or 22%, from $55.8 million, or $0.81 per Mcfe, for the three months ended March 31, 2025. This increase was primarily driven by natural gas and NGL production of $11.9 million and $1.1 million, respectively, and natural gas rate increases of $0.3 million. These increases were offset by NGL rate decreases of $0.9 million and decreases in gathering costs associated with our midstream business of $0.4 million.

Depreciation, Depletion, Amortization, and Accretion

Depreciation, depletion, amortization, and accretion was $40.7 million, or $0.49 per Mcfe, for the three months ended March 31, 2026, which was an increase of approximately $1.2 million, or 3%, from $39.5 million, or $0.58 per Mcfe, for the three months ended March 31, 2025. The increase was primarily due to an increase in our proved reserves in the current period compared to the same period in 2025.

General and Administrative

General and administrative expenses were $21.9 million, or $0.26 per Mcfe, for the three months ended March 31, 2026, which was an increase of approximately $11.7 million, from $10.2 million, or $0.15 per Mcfe, for the three months ended March 31, 2025. The increase was primarily attributable to Company-wide growth initiatives, including higher headcount and employee expenses, and an increase in consulting and information technology expenses, which resulted in increased corporate allocations to the Upstream/Midstream segment.

Other Operating Expenses

Other operating expenses were $8.9 million, or $0.11 per Mcfe, for the three months ended March 31, 2026, which was an increase of approximately $4.8 million, from $4.0 million, or $0.06 per Mcfe, for the three months ended March 31, 2025. The increase in other operating expenses during the three months ended March 31, 2026, compared to the same period in 2025, was due to a $2.9 million increase in integration and transaction costs primarily due to the Bedrock Acquisition, a $1.0 million reduction in emissions costs in 2025, and an increase of $0.9 million in gas purchases due to higher gas prices.

Power Segment

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Comparison of the Three Months Ended March 31, 2026 and 2025:

	Three Months Ended March 31,
(in thousands, other than percentages)	2026			2025			Change		% Change
Temple I capacity factor	64.5		%	45.4		%	19.1	%	42	%
Temple II capacity factor	60.3		%	54.2		%	6.1	%	11	%
Total power generation (GWh)	1,981			1,588			393		25	%
Fuel consumption (MMBtu)	14,016			11,232			2,784		25	%
Average generation price (excluding derivatives)	$	19.73		$	8.89				*
Average generation price (including derivatives)	$	51.04		$	52.87				(3)	%
Average natural gas cost	$	4.08		$	4.13				(1)	%
Average spark spread	$	22.21		$	23.67				(6)	%
Revenues and other operating income
Power revenues	$	68,990		$	43,864				57	%
Derivative gains, net	95,585			53,808			41,777		78	%
Total revenues and other operating income	164,575			97,672			66,903
Operating expenses
Fuel commodity costs	57,121			46,363			10,758		23	%
Purchased power	27,355			18,667			8,688		47	%
Taxes other than income	4,234			4,569			(335)		(7)	%
Depreciation, depletion, amortization, and accretion	11,804			9,627			2,177		23	%
Power operating and maintenance	19,679			20,213			(534)		(3)	%
General and administrative	6,740			5,232			1,508		29	%
Other operating expenses	4,156			390			3,766		*
Total operating expenses	131,089			105,061			26,028
Income (loss) from operations	$	33,486		$	(7,389)
*Percentage not meaningful

All values are in US Dollars.

Power Revenues

During the three months ended March 31, 2026, our Power revenues were $69.0 million compared to $43.9 million during the three months ended March 31, 2025, which include merchant energy sales and revenue from our retail business. The increase was primarily due to the increase in merchant energy sales, which was attributable to higher power prices, power generation, and capacity at the Temple Plants.

Derivative Gains (Losses), Net

For the three months ended March 31, 2026, our Power segment had net realized and unrealized gains on derivative contracts of $95.6 million, compared to net realized and unrealized gains of $53.8 million for the same period in 2025. The increase was primarily attributable to our open derivative positions, which were in an unrealized gain position of $33.6 million as of March 31, 2026, compared to an unrealized loss position of $16.0 million for the same period in 2025. This change is largely due to decreases in power prices relative to hedged prices and the value of optionality. We also had an increase in realized gains of $35.2 million on our HRCOs during the three months ended March 31, 2026, which was primarily due to higher contracted capacity with four contracts totaling 600 MW in 2026, compared to two contracts totaling 200 MW in the prior year period. These increases were offset by a $39.8 million decrease in net realized gains on our power derivatives driven by higher realized market power prices relative to contracted prices. As the activity in the derivative gains (losses), net includes fixed-power forward sales, increases in market prices reduced the spread between fixed contract prices and settlement prices, resulting in lower realized gains. Additionally, reduced price volatility and/or lower contract volumes may have contributed to the decrease.

Fuel Commodity Costs

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Fuel commodity costs were $57.1 million for the three months ended March 31, 2026, which was an increase of $10.8 million, or 23%, from $46.4 million for the three months ended March 31, 2025. The increase was due to higher fuel consumption compared to the same period in 2025.

Purchased Power

Purchased power costs for the retail business were $27.4 million for the three months ended March 31, 2026, which was an increase of $8.7 million, or 47%, from $18.7 million for the three months ended March 31, 2025. The increase was primarily driven by our net realized and unrealized loss position on the power derivatives, which was $13.0 million compared to a net realized and unrealized loss of $4.4 million for the same period in 2025. As the retail power derivatives are in a long position, increases in market prices reduced the spread between fixed contract prices and settlement prices, which resulted in higher realized losses.

Taxes Other Than Income

Taxes other than income were $4.2 million for the three months ended March 31, 2026, which was a decrease of approximately $0.3 million, or 7%, from $4.6 million for the three months ended March 31, 2025. The decrease was driven by BKV-BPP Power's property tax reassessment.

Depreciation, Depletion, Amortization, and Accretion

Depreciation, depletion, amortization, and accretion was $11.8 million for the three months ended March 31, 2026, which was an increase of approximately $2.2 million, or 23%, from $9.6 million for the three months ended March 31, 2025. The increase was primarily due to the true-up of depreciation on equipment during the three months ended March 31, 2026.

Power Operating and Maintenance

Power operating and maintenance expenses are costs incurred to run the Temple Plants and remained relatively consistent period-over-period. These expenses were $19.7 million for the three months ended March 31, 2026, which was a decrease of approximately $0.5 million, or 3%, from $20.2 million for the three months ended March 31, 2025.

General and Administrative

General and administrative expenses were $6.7 million for the three months ended March 31, 2026, which was an increase of approximately $1.5 million, from $5.2 million for the three months ended March 31, 2025. The increase was primarily attributable to Company-wide growth initiatives, including higher headcount and employee expenses, and an increase in consulting and information technology expenses, which resulted in increased corporate allocations to the Power segment. This was offset by a $2.6 million decrease in lower credit loss expense with BKV-BPP Retail customers as the prior year period included significant write-offs related to 2024 and 2025 customer balances.

Other Operating Expenses

Other operating expenses were $4.2 million for the three months ended March 31, 2026, which was an increase of approximately $3.8 million, from $0.4 million for the three months ended March 31, 2025. The increase was due to $3.7 million in transaction costs related to the BKV-BPP Power Joint Venture Transaction.

Other Income Statement Line Items

Section 45Q Tax Credits

Our Section 45Q tax credits decreased by approximately $0.2 million, or 7%, to $3.1 million during the three months ended March 31, 2026, from $3.3 million during the three months ended March 31, 2025. Our Section 45Q tax credits related to CO2 waste sequestration activities under our Barnett Zero Project. The decrease period-over-period was due to less CO2 waste sequestered in 2026, reflecting routine fluctuations in activity levels that occur as part of our normal operations.

Other Income (Expense)

Interest expense. Interest expense was $22.8 million for the three months ended March 31, 2026, which was an increase of $6.8 million, from $16.0 million for the three months ended March 31, 2025. The increase in interest expense during the three months ended March 31, 2026 was primarily due to $9.4 million of interest on the 2030 Senior Notes, $0.6 million of interest on the Promissory Note, and $0.5 million of higher debt amortization expense. These increases were partially offset by $2.4 million

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and $1.3 million of lower interest expense on the RBL Credit Agreement and the Temple Term Loan Facility, respectively, compared to the same period in 2025.

Interest expense, related party. Interest expense, related party was $4.3 million for the three months ended March 31, 2026, which was a decrease of $0.8 million, from $5.1 million for the three months ended March 31, 2025. The decrease was primarily due to a lower outstanding balance on the Temple I Loan Agreements period-over-period.

Interest income. Interest income was $1.5 million for the three months ended March 31, 2026, which was an increase of $0.8 million, from $0.7 million for the three months ended March 31, 2025. The increase was due to a higher cash balance during the three months ended March 31, 2026, compared to the same period in 2025.

Income tax benefit (expense). For the three months ended March 31, 2026, we had an income tax expense of $11.5 million, which was a change of $42.1 million, from a $30.7 million income tax benefit for the three months ended March 31, 2025. The period-over-period change was primarily due to a pre-tax income for the three months ended March 31, 2026, compared to a pre-tax loss for the three months ended March 31, 2025.

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 uses of cash during the three months ended March 31, 2026 included funding the BKV-BPP Power Joint Venture transaction, development of our natural gas properties, land acquisitions, deposits for modular power generation equipment and associated reservation fees. Our primary use of cash during the three months ended March 31, 2025, included funding the development of our natural gas properties.

During the three months ended March 31, 2026 and 2025, cash paid for capital expenditures was $106.5 million and $57.6 million, respectively. Our current estimated budget for total accrued capital expenditures in 2026 is approximately $570 million to $740 million on a Company-wide basis. To help fund these capital expenditures, we expect to receive approximately $85 million to $105 million of capital contributions from our joint venture partners in our CCUS and power businesses. Expected contributions from our joint venture partners would bring our 2026 net capital expenditure range to $485 million to $635 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. In addition, the development of our power business is capital intensive, requiring ongoing investments in land, modular equipment, and turbine generators. 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.

On January 14, 2026, we entered into a manufacturing reservation agreement related to a planned power generation project. Under the agreement, we are committed to pay up to an aggregate of $80.0 million in reservation fees, scheduled in phases during 2026, to secure future manufacturing capacity through 2028 for turbines with up to approximately 1,230 MW in total generation capacity. During the three months ended March 31, 2026, we paid $30.0 million of the reservation fees. Amounts paid are generally non-refundable and will be credited against the purchase price if a definitive supply agreement is executed.

On March 25, 2026, we entered into an equipment supply contract related to a planned power generation project. Under the agreement, we are committed to pay up to an aggregate of $124.1 million in purchase payments, scheduled in phases from 2026 through 2027, to secure the manufacture of modular power generation equipment. During the three months ended March 31, 2026, we paid $2.5 million of the purchase payments, and on April 1, 2026, we paid an additional $33.5 million. If we terminate the contract before manufacturing of the equipment begins, we would be required to pay 60% of the contract price, and if we terminate the contract after manufacturing of the equipment begins, we would be required to pay 100% of the contract price. We have an option to exercise a contract with similar terms, pricing, payment, and equipment manufacture and delivery lead times.

Capital Resources

Historically, our primary sources of capital and liquidity have consisted of internally generated cash flows from operations, together with loans, capital contributions from our majority stockholder, BNAC, and issuances of equity or debt. We also enter

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into financial instruments to reduce the impact of commodity and power 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, proceeds from the issuance of the 2026 Equity Offering, and our commodity and power hedges in place will provide sufficient liquidity to fund our operations and our capital expenditures for the remainder of 2026, excluding our CCUS business. If capital expenditures were to exceed such capital sources during the remainder of 2026, we expect to fund such excess capital expenditures through the sale of oil and natural gas producing assets, leasehold interests or mineral interests, and potential issuances of equity or debt, none of which may be available on satisfactory terms, or at all. We expect to fund the majority of our CCUS business from a variety of external sources, including contributions from our joint ventures with the Class B Member and BPPUS, 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 three months ended March 31, 2026 and 2025 (in thousands):

	Three Months Ended March 31,
	2026		2025
Net cash provided by operating activities	$	71,989	$	16,453
Net cash used in investing activities	(232,820)		(56,246)
Net cash provided by financing activities	201,068		31,319
Net increase (decrease) in cash, cash equivalents, and restricted cash	$	40,237	$	(8,474)

Cash flows provided by operating activities. Net cash provided by operating activities was $72.0 million for the three months ended March 31, 2026, compared to $16.5 million for the three months ended March 31, 2025. Net cash provided by operating activities increased during the three months ended March 31, 2026, compared to the three months ended March 31, 2025 due to a $28.0 million increase in income from operations (excluding noncash items), resulting from higher natural gas and production volumes, and higher power prices, power generation, and capacity at the Temple Plants. Cash from operations also increased period-over-period due to the absence of $20.0 million and $16.2 million of cash paid in 2025 for the settlement of contingent liabilities and the purchase of put options, respectively, and a $3.9 million decrease in cash paid for interest. These increases were partially offset by a $12.4 million unfavorable change in working capital period-over-period.

Operating cash flow fluctuations are substantially driven by realized commodity prices, production volumes, power prices, power generated, and operating expenses. Prices for natural gas, NGLs, and power 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 used in investing activities. Net cash used in investing activities was $232.8 million for the three months ended March 31, 2026, compared to $56.2 million for the three months ended March 31, 2025. The increase was driven by $93.4 million of cash paid for land, and $33.1 million of cash deposits on equipment supply and manufacturing reservations. The increase was also attributable to higher capital expenditures, including a $24.7 million increase in Upstream/Midstream segment capital expenditures, a $16.6 million increase in Power segment capital expenditures, a $6.6 million increase in CCUS capital expenditures, and a $1.0 million increase in corporate and other capital expenditures, as well as a $0.9 million decrease in proceeds from the sales of assets.

The following table presents our capital expenditures (excluding leasehold costs and acquisitions) on an accrual basis for the three months ended March 31, 2026 and 2025 and reconciles to cash flows used for capital expenditures in the condensed consolidated statements of cash flows.

	Three Months Ended March 31,
	2026		2025
Total use of cash and cash equivalents for capital expenditures	$	(106,527)	$	(57,612)
Increase in accrued capital expenditures	(11,440)		(487)
Capital expenditures (accrued)	$	(117,967)	$	(58,099)

Cash flows provided by financing activities. Net cash provided by financing activities was $201.1 million for the three months ended March 31, 2026, which consisted of $186.2 million of net proceeds from the issuance of common stock,

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$100.0 million in net borrowings on the RBL Credit Agreement, the $46.0 million Advance, $4.2 million of cash contributions from noncontrolling interest, and $0.3 million of cash received for common stock issued pursuant to the ESPP. These inflows were offset by $115.1 million of cash paid for a portion of the consideration for the BKV-BPP Power Transaction, $15.0 million of payments on the Temple I Loan Agreements, a $2.5 million payment on the Temple Term Loan Facility, $2.1 million of payments for taxes related to net share settlement of restricted stock units, and $0.9 million of payments on debt issuance costs. For the three months ended March 31, 2025, net cash provided by financing activities was $31.3 million, primarily consisting of $35.0 million of net borrowings under the RBL Credit Agreement, offset by a $2.5 million payment on the Temple Term Loan Facility and $1.2 million of payments for taxes related to net share settlement of restricted stock units.

Working Capital

As of March 31, 2026, we had cash and cash equivalents of $288.5 million and restricted cash of $16.0 million, compared to $248.4 million of cash and cash equivalents and restricted cash of $15.8 million as of December 31, 2025. Our net working capital surplus was $135.4 million as of March 31, 2026, compared to a net working capital deficit of $53.2 million as of December 31, 2025.

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, power prices, power generation, and differentials to NYMEX pricing for our natural gas and oil production will be the largest variables impacting our working capital.

2030 Senior Notes

On September 26, 2025, BKV Upstream Midstream issued in a private placement $500.0 million of 7.50% senior unsecured notes due October 15, 2030 (the "2030 Senior Notes"). The 2030 Senior Notes were issued at par and resulted in proceeds of $490.0 million, after deducting underwriters’ discounts and commissions. The proceeds were used to repay a portion of the outstanding borrowings under the RBL Credit Agreement and fund a portion of the cash consideration for the Bedrock Acquisition, with the remainder of the purchase price being funded with shares of our common stock. In connection with the issuance of the 2030 Senior Notes, we recorded debt issuance costs of $13.6 million, which are amortized to interest expense on the condensed consolidated statements of operations over the term of the 2030 Senior Notes.

Interest on the 2030 Senior Notes is payable semi-annually on April 15 and October 15 of each year, commencing on April 15, 2026. The 2030 Senior Notes are guaranteed on a senior unsecured basis by us and all of BKV Upstream Midstream's existing restricted subsidiaries and certain future subsidiaries. These guarantees are full, unconditional, joint, and several among the guarantors of the 2030 Senior Notes, subject to certain customary release provisions. The indenture governing the 2030 Senior Notes contains customary events of default, as well as cross-default provisions with other indebtedness of BKV Upstream Midstream and its restricted subsidiaries.

On or after October 15, 2027, BKV Upstream Midstream may, on any one or more occasions, redeem some or all of its 2030 Senior Notes prior to their maturity at redemption prices plus accrued and unpaid interest as described in the indenture governing the 2030 Senior Notes. BKV Upstream Midstream may redeem up to 40% of the aggregate principal amount of the 2030 Senior Notes before October 15, 2027, with an amount of cash not greater than the net cash proceeds from certain equity offerings at a redemption price described in the indenture governing the 2030 Senior Notes plus accrued and unpaid interest to, but excluding, the redemption date. In addition, prior to October 15, 2027, BKV Upstream Midstream may redeem some or all of the 2030 Senior Notes at a price equal to 100% of the principal amount thereof, plus a make-whole premium as described in the indenture governing the 2030 Senior Notes, plus accrued and unpaid interest.

Loan Agreements and Credit Facilities

RBL Credit Agreement

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The loans under the RBL Credit Agreement 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 senior 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 undrawn portion of the commitments. During the three months ended March 31, 2026 and 2025, BKV Upstream Midstream recognized $0.9 million and $0.5 million, respectively, of commitment fees, which are included in interest expense on the condensed consolidated statements of operations.

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.

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 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.

Promissory Note

On March 3, 2026, in accordance with the terms of a real estate option agreement entered into on February 27, 2026, by and between a wholly-owned subsidiary of BKV Corporation, as seller, and an unaffiliated third party, as buyer, BKV Corporation, as borrower, received $46.0 million, representing an advance of a portion of the purchase price set forth in the real estate option agreement (the "Advance"). The Advance is evidenced by a promissory note (the "Promissory Note") and is secured by a first-priority security interest in the real property that is the subject of the real estate option agreement. For more information regarding the Advance and Promissory Note, see Note 3 - Debt.

BKV-BPP Power Loan Agreements and Credit Facilities

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Temple I Loan Agreements

Temple Credit Facilities

On July 10, 2023, Temple Generation Intermediate Holdings II, LLC (“Temple Intermediate II”), an indirect subsidiary of BKV-BPP Power, as borrower, Temple Generation I, LLC (“Temple Generation I”), Temple Generation II, LLC (“Temple Generation II”), each of Temple Generation I and Temple Generation II being a subsidiary of Temple Intermediate II, and Temple Generation SF LLC (“Temple Generation SF”), a joint subsidiary of Temple Generation I and Temple Generation II, each as subsidiary guarantors, entered into a credit agreement (the “Beal Credit Agreement”) with Beal Bank USA and the other lenders from time to time party thereto that provides the following credit facilities (collectively, the “Temple Credit Facilities”): (i) a senior secured term loan facility with an aggregate principal amount of $500.0 million (the “Temple Term Loan Facility”), which was fully drawn in an amount equal to $500.0 million on the closing date, and (ii) a senior secured revolving credit facility in the aggregate principal amount not to exceed $60.0 million (the “Temple Revolving Facility”), which was fully drawn in an amount equal to $60.0 million on the closing date. The interest is payable annually for the Temple Credit Facilities at a rate equal to SOFR plus an interest rate margin of 4.60%.

The obligations under the Temple Credit Facilities are secured by (i) all of the assets of Temple Intermediate II, Temple Generation I, Temple Generation II, and Temple Generation SF, including the Temple Plants and all other personal property and real property of such entities and (ii) 100.0% of the equity interests in each of Temple Generation I, Temple Generation II, Temple Generation SF, and Temple Intermediate II. This collateral will remain pledged to Beal Bank until all secured obligations under the Temple Loan Facilities have been satisfied in full. Upon the occurrence and continuation of an event of default under either of the Temple Credit Facilities, Beal Bank has customary secured creditor remedies, including the right to foreclose upon the pledged collateral.

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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, as applicable, we do not have the ability to unilaterally cause BKV-BPP Power or BKV-BPP Cotton Cove to make distributions. During the three months ended March 31, 2026 and 2025, 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, following the closing of the BKV-BPP Power Joint Venture Transaction on January 30, 2026, any additional capital contributions to BKV-BPP Power must be approved by a majority of BKV-BPP Power's twelve member board of managers, nine of whom are appointed by us and three of whom are appointed by BPPUS. Similarly, any additional capital contributions to BKV-BPP Cotton Cove must receive the unanimous approval of the BKV-BPP Cotton Cove Joint Venture's six-member board of managers, four of whom are appointed by us and two of whom are appointed by BPPUS. During the three months ended March 31, 2026, BKV dCarbon Ventures and BPPUS made no contributions to BKV-BPP Cotton Cove.

On January 30, 2026, we completed the previously announced BKV-BPP Power Joint Venture Transaction for aggregate consideration consisting of $115.1 million in cash and 5,315,390 shares of our common stock. We funded the cash consideration with a combination of cash on hand and the net proceeds from the 2025 Equity Offering. For additional information, see Note 2 - Acquisition.

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 March 31, 2026, our material off-balance sheet arrangements and transactions included transportation commitments of $242.3 million and letters of credit of $15.0 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 “—Liquidity and Capital Resources — 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 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.

Other than the items described in this Quarterly Report on Form 10-Q, there have been no material changes to our critical accounting policies and estimates from those disclosed in our 2025 Annual Report on Form 10-K. Refer to Note 1 - Business and Basis of Presentation.

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 Act of 2012 (the “JOBS Act”). As a result, for so long as we qualify as an

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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.

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 (i) we become a “large accelerated filer,” which requires that the market value of our common equity held by non-affiliates be at least $700 million as of the end of the most recently completed second fiscal quarter, (ii) our gross revenues for any fiscal year equal or exceed $1.235 billion, or (iii) we issue more than $1.0 billion of non-convertible debt in any three-year period, then we will cease to be an emerging growth company prior to the end of such five-year period. We expect to lose our emerging growth company status as of December 31, 2026.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in our market risks since December 31, 2025, as set forth in our 2025 Annual Report on Form 10-K.

Commodity Price Risk and Hedging Activities

As of March 31, 2026, we did not enter into any trading market risk sensitive instruments, and our market risk sensitive instruments consisted entirely of non-trading instruments entered into for risk management purposes related to our natural gas and NGL production and power operations. Pricing is primarily driven by spot regional market prices applicable to our U.S. natural gas production. Pricing for natural gas, NGLs and power has historically been volatile and unpredictable, and we expect this volatility to continue in the future. The prices we receive for our production depend on many factors outside of our control, including volatility in the differences between product prices at sales points and the applicable index price.

To mitigate some of the potential negative impact on our cash flows caused by changes in commodity prices, we enter into financial derivative instruments for a portion of our natural gas and NGL production and power operations when management believes that favorable future prices can be secured.

Our financial hedging activities are intended to support natural gas, NGL, and power prices at targeted levels and to manage our exposure to natural gas, NGL and power price fluctuations. These contracts may include commodity price swaps, whereby we will receive a fixed price and pay a variable market price to the contract counterparty, producer collars that set a floor and ceiling price for the hedged production, or basis differential swaps. These contracts are financial instruments and do not require or allow for physical delivery of the hedged commodity. The derivative contracts outstanding as of March 31, 2026 consisted of commodity swaps, basis swaps, put and call options, producer collar agreements, fixed-price natural gas forwards, fixed price power forwards, and HRCOs, subject to master netting agreements with each individual counterparty.

These derivative contracts cover portions of our projected positions through 2029. Our commodity hedge position as of March 31, 2026 is summarized in Note 6 - Derivative Instruments to our condensed consolidated financial statements.

We may enter into single hedge transactions with settlements up to 48 months. The aggregate notional volumes of these executed hedge instruments may not exceed certain limits without board of director approval of our forecasted production volumes. During the three months ended March 31, 2026, a hypothetical increase or decrease of $0.10 per Mcf in NYMEX natural gas prices would have resulted in a $4.6 million decrease or increase in natural gas hedge revenues, respectively. During the three months ended March 31, 2026, a hypothetical increase or decrease of $1.00 per Bbl of NGL purity product price would have resulted in a $1.7 million decrease or increase in NGL hedge revenues, respectively.

Additionally, to reduce our exposure to fluctuations in the market price of power and natural gas, we enter into financially settled HRCOs, which are contracts 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 convert natural gas into power. We are exposed to basis risk in our operations when our derivative contracts are financially settled while physical power is delivered at

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different pricing locations or under different terms. For example, when we enter into an HRCO, we hedge our power production at an agreed price, but physical power must be delivered into the market it serves, which may result in pricing differences. Accordingly, we are exposed to basis risk between the hub price specified in the HRCO and the price received for power sales. These HRCOs are entered into to economically hedge power price and fuel cost exposures rather than for trading purposes. We attempt to hedge basis risk where possible, but hedging instruments are sometimes not economically feasible or available in the quantities that it requires. Our hedging activities do not provide us with protection for all of our basis risk and could result in economic losses and liabilities, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows. Additionally, by using derivative instruments to economically hedge exposure to changes in power prices, we could limit the benefit we would receive from increases in the power prices, which could have an adverse effect on our financial condition. Moreover, in the event we are not able to satisfy our obligations under the HRCO, we must purchase power at prevailing market prices to satisfy the HRCO. Likewise, increases in power pricing could limit the benefit we receive under HRCOs and may result in losses. Either such event could have a material adverse effect on our business, financial condition, results of operations, and cash flows. During the three months ended March 31, 2026, a hypothetical increase or decrease of $0.10 per MMBtu in Houston Ship Channel (HSC) natural gas daily prices would have resulted in a $0.4 million increase or decrease in power hedge revenues, respectively.

All derivative instruments, other than those that meet the normal purchase and normal sale scope exception, are recorded at fair market value in accordance with GAAP and are included in our condensed consolidated balance sheets as assets or liabilities. The fair values of our derivative instruments are adjusted for non-performance risk. Because we do not designate these derivatives as accounting hedges, they do not receive hedge accounting treatment; therefore, all mark-to-market gains or losses, as well as cash receipts or payments on settled derivative instruments, are recognized in our condensed consolidated statements of operations. Although these derivatives are not designated as accounting hedges for GAAP purposes, they are not entered into for trading or speculative purposes and are intended to manage commodity price and basis risk associated with our operations. We present total gains or losses on commodity derivatives (for both settled derivatives and derivative positions which remain open) within operating revenues as derivative gains (losses), net.

Mark-to-market adjustments of derivative instruments cause earnings volatility but have no cash flow impact relative to changes in market prices until the derivative contracts are settled or monetized prior to settlement. We expect continued volatility in the fair value of our derivative instruments. Our cash flows are only impacted when the associated derivative contracts are settled or monetized by making or receiving payments to or from the counterparty. As of March 31, 2026, the estimated fair value of our commodity derivative instruments was a net asset of $90.0 million, comprised of current and noncurrent assets and current and noncurrent liabilities.

By removing price volatility from a portion of our expected production through December 2029, we have mitigated, but not eliminated, the potential negative effects of changing prices on our operating cash flows for those periods. While mitigating the negative effects of falling commodity prices, these derivative contracts also limit the benefits we would receive from increases in commodity prices above the fixed hedge prices.

Counterparty Credit Risk

We routinely monitor and manage our exposure to counterparty risk related to derivative contracts by requiring specific minimum credit standards for all counterparties, actively monitoring counterparties’ public credit ratings, and avoiding concentration of credit exposure by transacting with multiple counterparties. Our commodity derivative contract counterparties are typically financial institutions with investment-grade credit ratings.

We enter into International Swap Dealers Association (“ISDA”) Master Agreements with each of our derivative counterparties prior to executing derivative contracts. The terms of the ISDA Master Agreements provide, among other things, the Company and the counterparties with rights of set-off upon the occurrence of defined acts of default by either us or counterparty to a derivative contract.

In addition, we utilize an unaffiliated third party to market all of our natural gas production to various purchasers, which consist of credit-worthy counterparties, including utilities, LNG producers, industrial consumers, major corporations, and super majors in our industry. We rely on the creditworthiness of such third party marketer, who collects directly from the purchasers and remits to us the total of all amounts collected on our behalf, less their fee for making such sales.

Interest Rate Risks

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As of March 31, 2026, our primary exposure to interest rate risk was due to the balances on our Temple I Loan Agreements and the Temple Credit Facilities and our RBL Credit Agreement, which have floating interest rates. Changes in interest rates do not affect the amount of interest we pay on our fixed-rate 2030 Senior Notes, but can affect their fair values. For more information on our 2030 Senior Notes, see Note 3 - Debt and Note 5 - Fair Value Measurements to our condensed consolidated financial statements included in Item 1 of Part I of this report. As of March 31, 2026, there were $176.0 million, $459.4 million, and $100.0 million of outstanding borrowings under the Temple I Loan Agreements, the Temple Credit Facilities, and our RBL Credit Agreement, respectively. The average annualized interest rate incurred on our outstanding variable rate borrowings during the three months ended March 31, 2026, was approximately 7.79%. We estimate that a 1.0% increase in the applicable average interest rates during the three months ended March 31, 2026 would have resulted in an increase of $1.7 million in interest expense.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2026, our disclosure controls and procedures were effective.

Because of its inherent limitations, disclosure controls and procedures may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

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PART II OTHER INFORMATION

Item 1. Legal Proceedings

This information is set forth in Part I, Item 1 in Note 11 - Commitments and Contingencies to the condensed consolidated financial statements incorporated herein.

Item 1A. Risk Factors

The Quarterly Report on Form 10-Q should be read in conjunction with the “Risk Factors” disclosed in our 2025 Annual Report on Form 10-K, which could materially affect our business, financial condition, or future results. There have been no material changes to the risk factors previously disclosed in the 2025 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended March 31, 2026, no director or officer of the Company (as defined in Rule 16a-1(f) of the Exchange Act), adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading agreement” (each as defined in Item 408(a) of Regulation S-K).

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Item 6. Exhibits

		Incorporated by Reference
Exhibit Number	Description	Form	SEC File Number	Exhibit	Filing Date	Filed or Furnished Herewith
2.1+‡	Membership Interest Purchase Agreement, dated as of August 7, 2025, by and among BKV Upstream Midstream, LLC, Bedrock Energy Partners, LLC, certain of its subsidiaries and, solely for certain limited purposes set forth herein, BKV Corporation.	10-Q	001-42282	2.1	11/10/25
2.2+	Membership Interest Purchase Agreement, dated as of October 29, 2025, by and between BKV Corporation and Banpu Power US Corporation.	10-Q	001-42282	2.2	11/10/25
3.1	Second Amended and Restated Certificate of Incorporation of BKV Corporation.	8-K	001-42282	3.1	9/27/24
3.2	Second Amended and Restated Bylaws of BKV Corporation.	8-K	001-42282	3.2	9/27/24
4.1	Second Supplemental Indenture, dated as of April 15, 2026, by and among BKV Upstream Midstream, LLC, BKV Marketing, LLC, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.					X
10.1	Registration Rights Agreement, dated as of January 30, 2026, by and between BKV Corporation and Banpu Power US Corporation.	8-K	001-42282	10.1	1/30/26
10.2 +	Amended and Restated Limited Liability Company Agreement of BKV-BPP Power LLC, dated as of January 30, 2026.	8-K	001-42282	10.2	1/30/26
10.3 †	Amended and Restated BKV Corporation 2024 Equity and Incentive Compensation Plan (the “Amended 2024 Plan”).	10-K	001-42282	10.29	3/6/26
10.4 †	Time Restricted Stock Unit Award Notice and Award Agreement under the Amended 2024 Plan (CEO).					X
10.5 †	Performance-Based Restricted Stock Unit Award Notice and Award Agreement under the Amended 2024 Plan (CEO).					X
10.6 †	Time Restricted Stock Unit Award Notice and Award Agreement under the Amended 2024 Plan (Non-CEO Employee).					X
10.7 †	Performance-Based Restricted Stock Unit Award Notice and Award Agreement under the Amended 2024 Plan (Non-CEO Employee).					X
10.8+	Fifth Amendment to Credit Agreement, dated as of March 30, 2026, among BKV Corporation, as guarantor, BKV Upstream Midstream, LLC, as borrower, certain subsidiaries of BKV Upstream Midstream, LLC, as guarantors, Citibank, N.A., as administrative agent, and the lenders party thereto.					X
10.9 +	Credit Agreement, dated as of July 10, 2023, among Temple Generation Intermediate Holdings II, LLC, as borrower, the guarantors party thereto, the lenders party thereto, Beal Bank USA, as letter of credit issuing bank, and CLMG Corp., as administrative agent and collateral agent.					X
31.1	Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
31.2	Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X

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32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
101.INS	Inline XBRL Instance Document.	X
101.SCH	XBRL Taxonomy Extension Schema Document.	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.	X
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document.	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.	X
104	Cover Page Interactive Data File (embedded within the inline XBRL document).	X

Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

‡ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) or Item 601(b)(10)(iv), as applicable, of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of this exhibit to the SEC upon request.

† Compensatory plan or arrangement.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BKV Corporation
May 7, 2026	By:	/s/ David R. Tameron
		David R. Tameron
		Chief Financial Officer
	BKV Corporation
---	---	---
May 7, 2026	By:	/s/ Barry S. Turcotte
		Barry S. Turcotte
		Chief Accounting Officer	63
---

BKV - Second Supplemental Indenture (BKV Marketing_ LLC)(516275628.4) 1

Exhibit 4.1

Execution Version

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as

of April 15, 2026, among BKV Marketing, LLC, a Delaware limited liability company

(“Guaranteeing Subsidiary”), a subsidiary of BKV Upstream Midstream, LLC, a Delaware

limited liability company (the “Issuer”), the Issuer, the other Guarantors party hereto, and U.S.

Bank Trust Company, National Association, as trustee under the Indenture referred to below (the

“Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture

dated as of September 26, 2025 (as supplemented by the First Supplemental Indenture dated as

of September 29, 2025, the “Indenture”), providing for the issuance of 7.500% Senior Notes due

2030 (collectively, the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing

Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which

the Guaranteeing Subsidiary shall unconditionally Guarantee all of the Issuer’s Obligations under

the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”);

and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to

execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable

consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the

Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes

as follows:

1.CAPITALIZED TERMS. Capitalized terms used herein without definition shall

have the meanings assigned to them in the Indenture.

2.AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees

to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the

Note Guarantee and in the Indenture, including but not limited to Article 10 thereof.

3.NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW

YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL

INDENTURE.

4.COUNTERPARTS. The parties may sign any number of copies of this

Supplemental Indenture. Each signed copy shall be an original, but all of them together

represent the same agreement. The exchange of copies of this Supplemental Indenture and of

signature pages by facsimile or PDF transmission shall constitute effective execution and

delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the

original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by

facsimile or PDF shall be deemed to be their original signatures for all purposes.

5.EFFECT OF HEADINGS. The Section headings herein are for convenience only

and shall not affect the construction hereof.

6.THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever

for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect

of the recitals contained herein, all of which recitals are made solely by the Guaranteeing

Subsidiary and the Issuer.

[Signatures on following page]

[Signature Page to Second Supplemental Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to

be duly executed and attested, all as of the date first above written.

Dated: April 15, 2026

GUARANTEEING SUBSIDIARY	BKV MARKETING, LLC<br><br>By: /s/ Eric Jacobsen<br><br>Name: Eric Jacobsen<br><br>Title: President, Upstream
ISSUER	BKV UPSTREAM MIDSTREAM, LLC<br><br>By: /s/ Eric Jacobsen<br><br>Name: Eric Jacobsen<br><br>Title: President, Upstream
OTHER GUARANTORS	BKV CORPORATION<br><br>By: /s/ Eric Jacobsen<br><br>Name: Eric Jacobsen<br><br>Title: President, Upstream<br><br>BKV BARNETT, LLC<br><br>BKV CHELSEA, LLC<br><br>BKV MIDSTREAM, LLC<br><br>BKV NORTH TEXAS, LLC<br><br>BKV OPERATING, LLC<br><br>KALNIN VENTURES LLC<br><br>BEDROCK PRODUCTION, LLC<br><br>BEDROCK DEVELOPMENT PARTNERS, LLC<br><br>BEP ABS I HOLDINGS, LLC<br><br>BEDROCK ABS I, LLC
	By: /s/ Eric Jacobsen<br><br>Name: Eric Jacobsen<br><br>Title: President, Upstream

[Signature Page to Second Supplemental Indenture]

TRUSTEE	U.S. BANK TRUST COMPANY,<br><br>NATIONAL ASSOCIATION, as Trustee
	By: /s/ Bradley E. Scarbrough<br><br>Name: Bradley E. Scarbrough<br><br>Title: Vice President

Document

Exhibit 10.4

Time Restricted Stock Unit Award Notice (CEO)

BKV CORPORATION

TIME RESTRICTED STOCK UNIT AWARD NOTICE

2024 EQUITY AND INCENTIVE COMPENSATION PLAN

BKV Corporation, a Delaware corporation (the “Company”), pursuant to its 2024 Equity and Incentive Compensation Plan, as amended from time to time (the “Plan”), hereby grants to the Participant an award (the “Award”) of the number of Restricted Stock Units (as defined in the Plan) subject to service-based vesting requirements as set forth below (the “Time Restricted Stock Units” or “TRSUs”). The Time Restricted Stock Units are subject to all of the terms and conditions as set forth in this Time Restricted Stock Unit Award Notice (this “Award Notice”) and in the Time Restricted Stock Unit Award Agreement (the “Agreement”) and the Plan, both of which are attached hereto and incorporated herein in their entirety.

Participant:	[_______]
Date of Grant:	[_______]
Number of Time Restricted Stock Units:	[_______]
TRSU Vesting Schedule:	One-third of the TRSUs vest on each of the first three anniversaries of the Date of Grant

The undersigned Participant acknowledges that the Participant has received a copy of this Time Restricted Stock Unit Award Notice, the Time Restricted Stock Unit Award Agreement and the Plan. As an express condition to the grant of the Award hereunder, the Participant agrees to be bound by the terms of this Time Restricted Stock Unit Award Notice, the Time Restricted Stock Unit Award Agreement and the Plan. The undersigned Participant further acknowledges that as of the Date of Grant, this Time Restricted Stock Unit Award Notice, the Time Restricted Stock Unit Award Agreement, and the Plan set forth the entire understanding between the Participant and the Company regarding the Award and supersede all prior oral and written agreements on that subject with the exception of (i) Awards previously granted and delivered to the Participant by the Company, and (ii) any agreements referenced in this Time Restricted Stock Unit Award Notice. This Award Notice may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.

Time Restricted Stock Unit Award Notice (CEO)

BKV CORPORATION:		PARTICIPANT:
By:	_____________________________	_________________________________________
Name:	_____________________________	Date:	_____________________________
Title:	_____________________________	Address:	_____________________________
			_____________________________

Time Restricted Stock Unit Award Agreement (CEO)

TIME RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE

BKV CORPORATION 2024 EQUITY AND INCENTIVE COMPENSATION PLAN

Pursuant to the Time Restricted Stock Unit Award Notice (the “Award Notice”) to which this Time Restricted Stock Unit Award Agreement (this “Agreement”) is attached, and subject to the terms of this Agreement and the BKV Corporation 2024 Equity and Incentive Compensation Plan (the “Plan”), BKV Corporation, a Delaware corporation (the “Company”), and the Participant agree as follows. Capitalized terms not otherwise defined in this Agreement or in the Award Notice will have the same meanings as set forth in the Plan.

1.Award of Time Restricted Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant Time Restricted Stock Units, as set forth in the Award Notice, subject to adjustment as provided in the Plan, and each of which, if vested pursuant to this Agreement, will be settled in one (1) Common Share, at the time and subject to the terms, conditions and restrictions set forth in this Agreement and the Plan. Unless and until the Time Restricted Stock Units vest in accordance with this Agreement, the Participant will have no right to receive any Common Shares or other payment in respect of the Time Restricted Stock Units. Prior to settlement of the Time Restricted Stock Units, the Time Restricted Stock Units and this Agreement represent an unsecured obligation of the Company, payable only from the general assets of the Company.

2.Vesting.

a.Time Restricted Stock Units. Except as otherwise provided in this Agreement or the Plan, the Time Restricted Stock Units will vest in the amounts and on the date(s) as indicated in the TRSU Vesting Schedule set forth in the Award Notice (each a “TRSU Vesting Date”), provided the Participant remains in the Service of the Company or a Subsidiary through the applicable TRSU Vesting Date. Except as otherwise provided in this Agreement or the Plan, or as otherwise determined by the Committee, any Time Restricted Stock Units that have not vested as of the date of the Participant’s termination of Service shall be forfeited and terminate.

b.Death or Disability. Notwithstanding Section 2(a), if the Participant dies while employed by the Company or a Subsidiary or the Company terminates the Participant’s Service due to the Participant’s Disability, subject to the Participant’s (or the Participant’s legal representative’s, heir’s, legatee’s or distributee’s, as applicable) (i) timely execution of a general release of claims in a form satisfactory to the Company and (ii) if applicable, failure to revoke such execution or signature in accordance with the terms of such release, in each case, during the period (not to exceed sixty (60) days) to execute and revoke such release of claims (such period, the “Consideration Period”), the Time Restricted Stock Units shall vest.

Time Restricted Stock Unit Award Agreement (CEO)

c.Termination without Cause or for Good Reason. Notwithstanding Section 2(a), if the Participant’s Service with the Company or a Subsidiary is terminated prior to the TRSU Vesting Date pursuant to a Qualifying Termination, subject to the Participant’s (or the Participant’s legal representative’s, heir’s, legatee’s or distributee’s, as applicable) (i) timely execution of a general release of claims in a form satisfactory to the Company and (ii) if applicable, failure to revoke such execution or signature in accordance with the terms of such release, in each case, during the Consideration Period, the Time Restricted Stock Units shall vest.

d.Retirement. Notwithstanding Section 2(a), if the Participant’s Service with the Company or a Subsidiary terminates due to the Participant’s Retirement (as defined below) after the first anniversary of the Date of Grant and prior to the third anniversary of the Date of Grant on any date other than the second anniversary of the Date of Grant, subject to the Participant’s (i) timely execution of a general release of claims in a form satisfactory to the Company and (ii) if applicable, failure to revoke such execution or signature in accordance with the terms of such release during the Consideration Period, the Time Restricted Stock Units will remain outstanding and will thereafter vest in accordance with Section 2(a) as if the Participant had remained in the Service of the Company or a Subsidiary through the third anniversary of the Date of Grant. “Retirement” means the Participant’s voluntary resignation from Service with the Company or a Subsidiary on or after the date that (A) the Participant attains age sixty-five (65) or (B) the Participant attains age sixty-two (62) and has completed at least ten (10) years of Service with the Company or a Subsidiary; provided that the Participant gave at least ninety (90) days’ prior written notice of such voluntary resignation to the Company or such Subsidiary.

e.Termination for Cause. For the avoidance of doubt, if the Participant’s employment is terminated for Cause, any Time Restricted Stock Units that have not vested as of the date of the Participant’s termination of Service by the Company for Cause shall be forfeited and terminate automatically. This Section 2(e) applies regardless of whether such termination for Cause occurs prior to or after any Change in Control.

f.Forfeiture Events. If, prior to a Change in Control, the Participant is determined by the Committee, acting in its sole discretion, to have taken any action that would constitute Cause or an Adverse Action, irrespective of whether such action or the Committee’s determination occurs before or after termination of the Participant’s Service and irrespective of whether or not the Participant was terminated for Cause, (i) all rights of the Participant under this Agreement and the Plan will terminate and be forfeited without notice of any kind; and (ii) the Committee, in its sole discretion, may require the Participant to surrender and return to the Company all or any Common Shares received in connection with the vesting of the Time Restricted Stock Units, or to disgorge all or any profits or any other economic value (however defined by the Committee) made or

Time Restricted Stock Unit Award Agreement (CEO)

realized by the Participant on the sale of such Common Shares, during the period beginning one year prior to the Participant’s termination of Service. This Section 2(f) applies only to any such determinations made prior to a Change in Control and shall not apply following a Change in Control.

3.Settlement; Issuance of Common Stock.

a.Timing and Manner of Settlement. As soon as practicable and, in any event, no later than the earlier of (i) fifteen (15) days, following the vesting of Time Restricted Stock Units and (ii) March 15 of the second calendar year, such vested Time Restricted Stock Units will be converted to Common Shares which the Company will issue and deliver to the Participant (either by delivering one or more certificates for such shares or by entering such shares in book entry form in the name of the Participant or depositing such shares for the Participant’s benefit with any broker with which the Participant has an account relationship or the Company has engaged to provide such services under the Plan) and record such shares on the records of the Company, except to the extent that Common Shares are withheld to pay tax withholding obligations pursuant to Section 3(b) of this Agreement. For Time Restricted Stock Units that vest pursuant to Section 2(b) or Section 2(c), if the Consideration Period spans two calendar years, then notwithstanding this Section 3(a), the Time Restricted Stock Units shall be settled in Common Shares in the second calendar year.

b.Withholding Taxes; Participation Election. Notwithstanding anything to the contrary in Section 16 of the Plan, the Participant may elect, pursuant to such procedures as determined by the Company, to satisfy the Company’s federal, state, local and foreign tax withholding (including FICA) requirements relating to the issuance of any Common Shares in settlement of any Time Restricted Stock Units, in whole or in part, by (i) having withheld, from the Common Shares required to be delivered to the Participant, Common Shares, (ii) delivering to the Company other Common Shares held by the Participant, and/or (iii) subject to the Company’s Insider Trading Policy, a broker-assisted sale of Common Shares delivered to the Participant and delivering to the Company the proceeds of such sale, in the case of each of clauses (i), (ii) and (iii), with such Common Shares having an aggregate Market Value per Share equal to the amount elected by the Participant; provided that such amount elected by the Participant shall be not less than the minimum amount required to be withheld and not more than the maximum amount permitted to be withheld.

4.Rights of Participant; Transferability.

Time Restricted Stock Unit Award Agreement (CEO)

Restricted Stock Units under this Agreement to the Participant is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards.

b.Rights as a Shareholder. The Participant shall have no rights as a Shareholder with respect to any Common Shares subject to the Time Restricted Stock Units prior to the date as of which the Participant is actually recorded as the holder of such Common Shares upon the share records of the Company pursuant to Section 3 above.

c.Non-Transferability. Except as otherwise expressly permitted by the Plan, no Time Restricted Stock Units may be assigned or transferred, or subjected to any lien or encumbrance, during the lifetime of the Participant, either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise. Except to the extent expressly permitted by the Plan, any purported sale, pledge, lien, assignment, transfer, attachment or encumbrance of such Restricted Stock Units shall be null, void and unenforceable against the Company.

6.Securities Laws Restrictions. Notwithstanding any other provision of the Plan or this Agreement, the Company will not be required to issue any Common Shares pursuant to the vesting of the Time Restricted Stock Units if such issuance would constitute a violation of any applicable law or regulation or the requirements of any securities exchange or market system upon which the Common Shares may then be listed. In addition, Common Shares will not be issued hereunder unless (a) there is in effect with respect to such Common Shares a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or (b) in the opinion of legal counsel to the Company, the Common Shares are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any Common Shares hereunder will relieve the Company of any liability in respect of the failure to issue such Common Shares as to which such requisite authority has not been obtained. As a condition to the issuance of any Common Shares hereunder, the Company may require the Participant to satisfy any requirements that

Time Restricted Stock Unit Award Agreement (CEO)

may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

7.Certain Definitions.

a.“Adverse Action” means any Participant, during or within one year after the termination of Service, (a) being employed or retained by or rendering services to any organization that, directly or indirectly, competes with or becomes competitive with the Company or any Subsidiary, or otherwise violating any non-compete or non-solicitation agreement with the Company or any Subsidiary as determined by the Committee, (b) violating any confidentiality agreement or agreement governing the ownership or assignment of intellectual property rights of the Company or any Subsidiary as determined by the Committee, or (c) engaging in any other conduct or act during the Participant’s Service that is determined by the Committee to be materially injurious, detrimental or prejudicial to any interest of the Company or any Subsidiary.

b.“Cause” shall have the meaning ascribed thereto in any employment or other agreement or policy applicable to the Participant’s employment with the Company or any of its Subsidiaries as may be in effect, or if no such agreement or policy exists, shall mean (i) the Participant’s commission of a felony or any crime of moral turpitude, in each case, relating to the Company or any of its Subsidiaries or that is materially injurious to the Company or any of its Subsidiaries’ reputation; (ii) commission of an act of dishonesty, fraud, misrepresentation, embezzlement, breach of fiduciary duty or deliberate injury or attempted injury, in each case relating to the Company or any of its Subsidiaries; (iii) the Participant’s repeated failure to perform the Participant’s duties in accordance with the Participant’s job description, employment agreement or service contract with the Company or any of its Subsidiaries, or the Participant’s material or repeated insubordination; (iv) a material or repeated breach by the Participant of any material provision of this Agreement or any material provision of any other agreement between the Participant and the Company or any of its Subsidiaries; or (v) the Participant’s material or repeated failure to comply with or the Participant’s material breach of the established work rules or internal policies of the Company or any of its Subsidiaries. In each case, the Committee has the sole discretion to determine in its reasonable judgment whether Cause exists.

c.“Change in Control” shall have the meaning ascribed thereto in the Plan.

d.“Disability” shall have the meaning ascribed thereto in any employment or other agreement or policy applicable to the Participant’s Service with the Company or any of its Subsidiaries as may be in effect, or if no such agreement or policy exists, shall mean the Participant’s inability due to physical or mental incapacity, to perform the essential functions of the Participant’s job, for one hundred eighty

Time Restricted Stock Unit Award Agreement (CEO)

(180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days.

e.“Good Reason” shall have the meaning ascribed thereto in any employment or other agreement or policy applicable to the Participants Service with the Company or any of its Subsidiaries as may be in effect, or if no such agreement or policy exists, shall mean (i) a reduction in the Participant’s base salary or target bonus; (ii) a material breach by the Company of any material provision of this Agreement; (iii) a material, adverse change in the Participant’s authority, duties or responsibilities (other than temporarily while the Participant is physically or mentally incapacitated); or (iv) a relocation of the Participant’s principal place of employment by more than 50 miles. Notwithstanding the foregoing, the Participant shall not be considered to have terminated the Participant’s Service for Good Reason unless, within sixty (60) days following the occurrence of an event described in clause (i), (ii), (iii) or (iv) above, the Participant gives the Company written notice of the existence of such event, the Company does not remedy such event within sixty (60) days of receiving such notice and the Participant terminates the Participant’s Service within thirty (30) days of the end of the Company’s cure period.

f.“Qualifying Termination” shall mean a termination by the Company other than for Cause (other than by reason of death or Disability) or a termination by the Participant for Good Reason.

g.“Service” means a Participant’s employment with the Company or any Subsidiary, whether in the capacity of an employee, Director or consultant, agent, advisor or independent contractor who renders services to the Company or a Subsidiary (and which services are not in connection with the offer and sale of the Company’s securities in a capital raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities). A change in the capacity in which the Participant renders service to the Company or a Subsidiary as an employee, Director or consultant, agent, advisor or independent contractor, shall be treated as a termination of the Participant’s Service, unless the Committee otherwise determines in its sole discretion, except that continuous Service shall not be considered interrupted in the case of transfers between locations of the Company and its Subsidiaries. A Participant’s Service will be deemed to have terminated either upon an actual termination of Service or upon the Subsidiary for which the Participant performs Service ceasing to be a Subsidiary of the Company (unless the Participant continues to be employed by the Company or another Subsidiary).

8.Miscellaneous.

a.Relation to the Plan. This Agreement is subject to the terms of the Plan, the terms of which are incorporated by reference in this Agreement in their entirety.

Time Restricted Stock Unit Award Agreement (CEO)

In the event of any inconsistency between the provisions of this Agreement and the Plan, the terms of the Plan will prevail.

b.Section 409A. The Time Restricted Stock Units are intended to be exempt from the provisions of Section 409A of the Code or, if not so exempt, to comply with Section 409A of the Code and, wherever possible, this Agreement and the Plan shall be construed and administered to the fullest extent possible to reflect such intent. To the extent that any payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the Participant’s termination of Service, all references to the Participant’s termination of Service shall be construed to mean a “separation from service” as defined in Section 409A of the Code (a “Section 409A Separation from Service”), and the Participant shall not be considered to have a termination of Service unless such termination constitutes a Section 409A Separation from Service. If, at the time of the Participant’s Section 409A Separation from Service, (i) the Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest, on the tenth business day of the seventh month after such separation from service. In any case, the Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Participant or for the Participant’s account in connection with the Plan and this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold the Participant harmless from any or all of such taxes or penalties.

c.Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the successors and permitted assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors and administrators.

d.Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws provisions thereof. Any legal proceeding related to this Agreement will be brought in an appropriate Delaware court, and the parties to this Agreement consent to the exclusive jurisdiction of the court for this purpose.

Time Restricted Stock Unit Award Agreement (CEO)

e.Entire Agreement. This Agreement, the Award Notice and the Plan set forth the entire agreement and understanding of the parties to this Agreement with respect to the Award and supersedes all prior agreements, arrangements, plans and understandings relating to the Award (including, for the avoidance of doubt, the Employment Agreement) and administration of the Plan. For the avoidance of doubt, in the event of an inconsistency between the terms of this Agreement and any other agreement, arrangement, plan or understanding (including, for the avoidance of doubt, the terms of the Employment Agreement), the terms of this Agreement will control.

f.Amendment and Waiver. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that (a) no amendment shall materially impair the rights of the Participant under this Agreement without the Participant’s consent, and (b) the Participant’s consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code.

g.Construction; Severability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement and all other provisions shall remain in full force and effect.

Document

Exhibit 10.5

Performance-based Restricted Stock Unit Award Notice (CEO)

BKV CORPORATION

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOTICE

2024 EQUITY AND INCENTIVE COMPENSATION PLAN

BKV Corporation, a Delaware corporation (the “Company”), pursuant to its 2024 Equity and Incentive Compensation Plan, as amended from time to time (the “Plan”), hereby grants to the Participant an award (the “Award”) of the number of Restricted Stock Units (as defined in the Plan) subject to performance-based vesting requirements as set forth below (the “Performance-based Restricted Stock Units” or “PRSUs”). The Performance-based Restricted Stock Units are subject to all of the terms and conditions as set forth in this Performance-based Restricted Stock Unit Award Notice (this “Award Notice”) and in the Performance-based Restricted Stock Unit Award Agreement (the “Agreement”) and the Plan, both of which are attached hereto and incorporated herein in their entirety.

Participant:	[_______]
Date of Grant:	[_______]
Number of Performance-based Restricted Stock Units at the Target Payout (as defined in Exhibit A attached to the Agreement):	[_______]
PRSU Vesting Schedule:	As set forth in Exhibit A attached to the Agreement.
Performance Period:	As set forth in Exhibit A attached to the Agreement.

Performance-based Restricted Stock Unit Award Notice (CEO)

The undersigned Participant acknowledges that the Participant has received a copy of this Performance-based Restricted Stock Unit Award Notice, the Performance-based Restricted Stock Unit Award Agreement and the Plan. As an express condition to the grant of the Award hereunder, the Participant agrees to be bound by the terms of this Performance-based Restricted Stock Unit Award Notice, the Performance-based Restricted Stock Unit Award Agreement and the Plan. The undersigned Participant further acknowledges that as of the Date of Grant, this Performance-based Restricted Stock Unit Award Notice, the Performance-based Restricted Stock Unit Award Agreement, and the Plan set forth the entire understanding between the Participant and the Company regarding the Award and supersede all prior oral and written agreements on that subject with the exception of (i) Awards previously granted and delivered to the Participant by the Company, and (ii) any agreements referenced in this Performance-based Restricted Stock Unit Award Notice. This Award Notice may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.

BKV CORPORATION:		PARTICIPANT:
By:	_____________________________	_________________________________________
Name:	_____________________________	Date:	_____________________________
Title:	_____________________________	Address:	_____________________________
			_____________________________

Performance-based Restricted Stock Unit Award Agreement (CEO)

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE

BKV CORPORATION 2024 EQUITY AND INCENTIVE COMPENSATION PLAN

Pursuant to the Performance-based Restricted Stock Unit Award Notice (the “Award Notice”) to which this Performance-based Restricted Stock Unit Award Agreement (this “Agreement”) is attached, and subject to the terms of this Agreement and the BKV Corporation 2024 Equity and Incentive Compensation Plan (the “Plan”), BKV Corporation, a Delaware corporation (the “Company”), and the Participant agree as follows. Capitalized terms not otherwise defined in this Agreement or in the Award Notice will have the same meanings as set forth in the Plan.

1.Award of Performance-based Restricted Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant Performance-based Restricted Stock Units, as set forth in the Award Notice, subject to adjustment as provided in the Plan, and each of which, if vested and earned pursuant to this Agreement, will be settled in one (1) Common Share, at the time and subject to the terms, conditions and restrictions set forth in this Agreement and the Plan. Unless and until the Performance-based Restricted Stock Units are earned and vest in accordance with this Agreement, the Participant will have no right to receive any Common Shares or other payment in respect of the Performance-based Restricted Stock Units. Prior to settlement of the Performance-based Restricted Stock Units, the Performance-based Restricted Stock Units and this Agreement represent an unsecured obligation of the Company, payable only from the general assets of the Company.

2.Vesting.

a.Performance-based Vesting; Determination of Amount of Performance-based Restricted Stock Units. Except as otherwise provided in this Agreement or the Plan, the Performance-based Restricted Stock Units will be earned and vested and the number of Common Shares payable in settlement of such earned and vested Performance-based Restricted Stock Units will be based on the level of achievement of the PRSU KPIs during the Performance Period as determined by the Board in good faith in accordance with Exhibit A attached to this Agreement, which determination shall be made as soon as practicable and, in any event, within sixty (60) days following the end of the Performance Period, provided the Participant remains in the Service of the Company or a Subsidiary through the day following the last day of the Performance Period. Except as otherwise provided in this Agreement or the Plan, or as otherwise determined by the Committee, any Performance-based Restricted Stock Units that have not vested as of the date of the Participant’s termination of Service shall be forfeited and terminate.

Performance-based Restricted Stock Unit Award Agreement (CEO)

following the last day of the Performance Period, then subject to the Participant’s (or the Participant’s legal representative’s, heir’s, legatee’s or distributee’s, as applicable) (i) timely execution of a general release of claims in a form satisfactory to the Company and (ii) if applicable, failure to revoke such execution or signature in accordance with the terms of such release, in each case, during the period (not to exceed sixty (60) days) to execute and revoke such release of claims (such period, the “Consideration Period”), the Performance-based Restricted Stock Units shall vest at the Target Payout.

c.Termination without Cause or for Good Reason. Notwithstanding Section 2(a), and subject to Section 5 of this Agreement, if the Participant’s Service with the Company or a Subsidiary is terminated pursuant to a Qualifying Termination prior to the day following the last day of the Performance Period, subject to the Participant’s (i) timely execution of a general release of claims in a form satisfactory to the Company and (ii) if applicable, failure to revoke such execution or signature in accordance with the terms of such release during the Consideration Period, (1) if such termination of Service occurs in the final six (6) months of the Performance Period, the Performance-based Restricted Stock Units will remain outstanding and will thereafter vest in accordance with Section 2(a) as if the Participant had remained in the Service of the Company or a Subsidiary from the Date of Grant through the day following the last day of the Performance Period, or (2) if such termination of Service occurs prior to the final six (6) months of the Performance Period, the Performance-based Restricted Stock Units will vest at the Target Payout.

d.Retirement. Notwithstanding Section 2(a), if the Participant’s Service with the Company or a Subsidiary terminates due to the Participant’s Retirement (as defined below) at any time on or after the first anniversary of the Date of Grant and prior to the day following the last day of the Performance Period, subject to the Participant’s (i) timely execution of a general release of claims in a form satisfactory to the Company and (ii) if applicable, failure to revoke such execution or signature in accordance with the terms of such release during the Consideration Period, (1) if such termination of Service occurs in the final six (6) months of the Performance Period, the Performance-based Restricted Stock Units will remain outstanding and will thereafter vest in accordance with Section 2(a) as if the Participant had remained in the Service of the Company or a Subsidiary from the Date of Grant through the day following the last day of the Performance Period, or (2) if such termination of Service occurs prior to the final six (6) months of the Performance Period, the Performance-based Restricted Stock Units will vest at the Target Payout. “Retirement” means the Participant’s voluntary resignation from Service with the Company or a Subsidiary on or after the date that (A) the Participant attains age sixty-five (65) or (B) the Participant attains age sixty-two (62) and has completed at least ten (10) years of Service with the Company or a Subsidiary; provided that the

Performance-based Restricted Stock Unit Award Agreement (CEO)

Participant gave at least ninety (90) days’ prior written notice of such voluntary resignation to the Company or such Subsidiary.

e.Termination for Cause. For the avoidance of doubt, if the Participant’s employment is terminated for Cause, any Performance-based Restricted Stock Units that have not vested as of the date of the Participant’s termination of Service by the Company for Cause shall be forfeited and terminate automatically. This Section 2(e) applies regardless of whether such termination for Cause occurs prior to or after any Change in Control.

f.Forfeiture Events. If, prior to a Change in Control, the Participant is determined by the Committee, acting in its sole discretion, to have taken any action that would constitute Cause or an Adverse Action, irrespective of whether such action or the Committee’s determination occurs before or after termination of the Participant’s Service and irrespective of whether or not the Participant was terminated for Cause, (i) all rights of the Participant under this Agreement and the Plan will terminate and be forfeited without notice of any kind; and (ii) the Committee, in its sole discretion, may require the Participant to surrender and return to the Company all or any Common Shares received in connection with the vesting of the Performance-based Restricted Stock Units, or to disgorge all or any profits or any other economic value (however defined by the Committee) made or realized by the Participant on the sale of such Common Shares, during the period beginning one year prior to the Participant’s termination of Service. This Section 2(f) applies only to any such determinations made prior to a Change in Control and shall not apply following a Change in Control.

3.Settlement; Issuance of Common Stock.

a.Timing and Manner of Settlement. As soon as practicable and, in any event, no later than the earlier of (i) fifteen (15) days following determination by the Board of the level of achievement of the PRSU KPIs of the Performance-based Restricted Stock Units and (ii) March 15 of the calendar year immediately following the calendar year in which the Performance Period ends, the number of Performance-based Restricted Stock Units determined by the Committee to have been earned will be converted to Common Shares which the Company will issue and deliver to the Participant (either by delivering one or more certificates for such shares or by entering such shares in book entry form in the name of the Participant or depositing such shares for the Participant’s benefit with any broker with which the Participant has an account relationship or the Company has engaged to provide such services under the Plan), except to the extent that Common Shares are withheld to pay tax withholding obligations pursuant to Section 3(b) of this Agreement.

Performance-based Restricted Stock Unit Award Agreement (CEO)

state, local and foreign tax withholding (including FICA) requirements relating to the issuance of any Common Shares in settlement of any Performance-based Restricted Stock Units, in whole or in part, by (i) having withheld, from the Common Shares required to be delivered to the Participant, Common Shares, (ii) delivering to the Company other Common Shares held by the Participant, and/or (iii) subject to the Company’s Insider Trading Policy, a broker-assisted sale of Common Shares delivered to the Participant and delivering to the Company the proceeds of such sale, in the case of each of clauses (i), (ii) and (iii), with such Common Shares having an aggregate Market Value per Share equal to the amount elected by the Participant; provided that such amount elected by the Participant shall be not less than the minimum amount required to be withheld and not more than the maximum amount permitted to be withheld.

4.Rights of Participant; Transferability.

a.No Right to Continued Service or Future Awards. Nothing in the Plan or in this Agreement confers upon the Participant any right to continue in the Service of the Company or any Subsidiary or interferes with or limits in any way the right of the Company or any Subsidiary to terminate the Service of the Participant at any time, with or without notice and with or without Cause. The grant of Performance-based Restricted Stock Units under this Agreement to the Participant is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards.

b.Rights as a Shareholder. The Participant shall have no rights as a Shareholder with respect to any Common Shares subject to the Performance-based Restricted Stock Units prior to the date as of which the Participant is actually recorded as the holder of such Common Shares upon the share records of the Company pursuant to Section 3 above.

c.Non-Transferability. Except as otherwise expressly permitted by the Plan, no Performance-based Restricted Stock Units may be assigned or transferred, or subjected to any lien or encumbrance, during the lifetime of the Participant, either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise. Except to the extent expressly permitted by the Plan, any purported sale, pledge, lien, assignment, transfer, attachment or encumbrance of such Restricted Stock Units shall be null, void and unenforceable against the Company.

Performance-based Restricted Stock Unit Award Agreement (CEO)

achievement of the PRSU KPIs during the Performance Period through the latest practicable date prior to the Change in Control, as determined by the Board. In the event of a Change in Control in which the Performance-based Restricted Stock Units continue or are assumed, substituted or replaced with an award with respect to cash or shares of the acquiror or surviving entity in such Change in Control, the PRSU KPIs for any Performance-based Restricted Stock Units shall be deemed to have been met at the greater of the Target Payout or, if determinable, the level of achievement of the PRSU KPIs during the Performance Period through the latest practicable date prior to the Change in Control, as determined by the Board in good faith, and the Performance-based Restricted Stock Units, as so scored and continued, assumed, substituted or replaced, shall otherwise remain subject to the terms and conditions of this Agreement, including the requirement that the Participant remain in the Service of the Company or a Subsidiary through the day following the last day of the Performance Period.

6.Securities Laws Restrictions. Notwithstanding any other provision of the Plan or this Agreement, the Company will not be required to issue any Common Shares pursuant to the vesting of the Performance-based Restricted Stock Units if such issuance would constitute a violation of any applicable law or regulation or the requirements of any securities exchange or market system upon which the Common Shares may then be listed. In addition, Common Shares will not be issued hereunder unless (a) there is in effect with respect to such Common Shares a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or (b) in the opinion of legal counsel to the Company, the Common Shares are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any Common Shares hereunder will relieve the Company of any liability in respect of the failure to issue such Common Shares as to which such requisite authority has not been obtained. As a condition to the issuance of any Common Shares hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

7.Certain Definitions.

Performance-based Restricted Stock Unit Award Agreement (CEO)

determined by the Committee to be materially injurious, detrimental or prejudicial to any interest of the Company or any Subsidiary.

c.“Change in Control” shall have the meaning ascribed thereto in the Plan.

Performance-based Restricted Stock Unit Award Agreement (CEO)

the occurrence of an event described in clause (i), (ii), (iii) or (iv) above, the Participant gives the Company written notice of the existence of such event, the Company does not remedy such event within sixty (60) days of receiving such notice and the Participant terminates the Participant’s Service within thirty (30) days of the end of the Company’s cure period.

f.“Qualifying Termination” shall mean a termination by the Company other than for Cause (other than by reason of death or Disability) or a termination by the Participant for Good Reason.

8.Miscellaneous.

a.Relation to the Plan. This Agreement is subject to the terms of the Plan, the terms of which are incorporated by reference in this Agreement in their entirety. In the event of any inconsistency between the provisions of this Agreement and the Plan, the terms of the Plan will prevail.

Performance-based Restricted Stock Unit Award Agreement (CEO)

constitutes a Section 409A Separation from Service. If, at the time of the Participant’s Section 409A Separation from Service, (i) the Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest, on the tenth business day of the seventh month after such separation from service. In any case, the Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Participant or for the Participant’s account in connection with the Plan and this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold the Participant harmless from any or all of such taxes or penalties.

Performance-based Restricted Stock Unit Award Agreement (CEO)

and (b) the Participant’s consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code.

Performance-based Restricted Stock Unit Award Agreement (CEO)

EXHIBIT A

PRSU KPIs

The Performance-based Restricted Stock Units may be earned based upon the achievement of the following PRSU KPIs over the Performance Period, as described below and shall be subject to the determination of the Board, in accordance with this Exhibit A.

PRSU KPI	Minimum	Target	Maximum	Weighting
Annualized Total Shareholder Return	5%	12.5%	Equal to or greater than 20%	30%
Relative Annualized Total Shareholder Return	25th percentile	50th percentile	Equal to or greater than 75th percentile	30%
Average Annual Return on Average Capital Employed (ROACE)	0%	7%	Equal to or greater than 14%	40%
Payout Percentage	0%	100%<br><br>(the “Target Payout”)	200%

If a particular PRSU KPI is earned at an amount that exceeds the Minimum and that is at a point between two adjacent performance levels (that is, between the Minimum and Target or between Target and Maximum), the level at which such PRSU KPI shall be earned and the number of PRSUs earned for such PRSU KPI shall be determined by straight line interpolation between such points. For the avoidance of doubt, no Performance-based Restricted Stock Units will be earned for a particular PRSU KPI that is not determined to have been met at a level at least equal to Minimum.

All determinations as to the achievement of the PRSU KPIs and the amount of Performance-based Restricted Stock Units that have been earned will be made by the Board in good faith in its sole discretion and such determinations shall be final and binding. The Board has the authority, in its sole discretion and in good faith, to make equitable adjustments to the amount of Performance-based Restricted Units that have been earned in the event of, and to take into consideration, unanticipated, significant and exceptional circumstances or factors that occurred during the applicable performance period that the Board, acting in good faith, considers to be appropriate at such time and any such determination of the Board shall be final and binding.

Performance-based Restricted Stock Unit Award Agreement (CEO)

Total Shareholder Return

The portion of the Performance-based Restricted Stock Units subject to the Annualized Total Shareholder Return PRSU KPI may be earned based upon the achievement of the Annualized TSR of the Company from the first day of the calendar year in which the Date of Grant occurs and ending on the day on which the Third IM Period (as defined below) ends (such period, the “Performance Period”). Annualized TSR shall be determined based on the following formula:

Ending Average Share Price means (a) for purposes of determining Annualized TSR of the Company, the average of the Company’s closing stock prices of the last 20 trading days of the Performance Period (including the last day of the Performance Period); provided, that (i) if a dividend has an ex-dividend date during this 20-day averaging period, Adjusted Close Prices (as described below) will be used, and (ii) if there is no regular public trading market for the Common Shares, the Ending Average Share Price shall be determined in accordance with the proviso in the definition of Market Value per Share set forth in the Plan, and (b) for purposes of determining the Annualized TSR of members of the Benchmark Group for the Relative Annualized Total Shareholder Return PRSU KPI, the average of the “Adjusted Close Price” or its equivalent (which assumes reinvested dividends throughout the performance period) as per FactSet (or its successor) for the company’s common stock for the last 20 trading days of the Performance Period (including the last day of the Performance Period). For clarity, FactSet currently utilizes the term “Total Return (Gross)” in place of “Adjusted Close Price.”

Beginning Average Share Price means (a) for purposes of determining Annualized TSR of the Company, the average of the “Adjusted Close Price” or its equivalent (which assumes reinvested dividends throughout the performance period) as per FactSet (or its successor) for the Company’s common stock for the first 20 trading days of the Performance Period (including the first day of the Performance Period), and (b) for purposes of determining the Annualized TSR of members of the Benchmark Group for the Relative Annualized Total Shareholder Return PRSU KPI, the average of the “Adjusted Close Price” or its equivalent (which assumes reinvested dividends throughout the performance period) as per FactSet (or its successor) for the company’s common stock for the first 20 trading days of the Performance Period (including the first day of the Performance Period).

Relative Total Shareholder Return

The portion of the Performance-based Restricted Stock Units subject to the Relative Annualized Total Shareholder Return PRSU KPI may be earned based upon the achievement of the Annualized TSR of the Company over the Performance Period relative to the Annualized TSR of the Benchmark Group over the Performance Period.

1.Benchmark Group.

Performance-based Restricted Stock Unit Award Agreement (CEO)

a.The Benchmark Group. The Benchmark Group shall include the companies in the Oil & Gas Exploration & Production sub-industry of the S&P Oil & Gas Exploration & Production Select Industry (Bloomberg Ticker: SPSIOP), whereby the Oil & Gas Exploration & Production sub-industry classification utilizes the GICS (Global Industry Classification Standard).

b.Effect of Changes to Benchmark Group.

i.The Benchmark Group utilized for percentile ranking purposes will include only companies that are included in the Benchmark Group on the first day of the calendar year in which the Date of Grant occurs.

ii.If a company in the Benchmark Group is acquired and ceases to have its primary common equity security listed or traded prior to the end of the Performance Period, such company will be omitted from the ranking of the Annualized TSR of companies in the Benchmark Group.

iii.If a company in the Benchmark Group is forced to delist from the securities exchange upon which it was traded due to low stock price or other reasons or files for bankruptcy, such company shall be included in the ranking of the Annualized TSR of companies in the Benchmark Group but will be ranked last.

1.Ranking Benchmark Group for Purposes of Percentile Determination. The results of the Annualized TSR for each of the companies in the Benchmark Group (for the avoidance of doubt, excluding the Company) shall be ranked from highest to lowest Annualized TSR (rounded, if necessary, to one-tenth of a percentage point by application of regular rounding) and the Company’s Annualized TSR shall be compared to such ranking to determine the Company’s relative TSR percentile ranking.

Average Annual Return on Average Capital Employed

The portion of the Performance-based Restricted Stock Units subject to the Return on Average Capital Employed (“ROACE”) PRSU KPI may be earned based upon the achievement of the average annual return on capital (“Average Annual ROACE”) of the Company for each Intermediate Measurement Period during the Performance Period.

An “Intermediate Measurement Period” means each of:

Performance-based Restricted Stock Unit Award Agreement (CEO)

•The First Intermediate Measurement Period (or the “First IM Period”): The period beginning on the first day of the calendar year in which the Date of Grant occurs and ending on the last day of such calendar year;

•The Second Intermediate Measurement Period (or the “Second IM Period”): The period beginning on the first day of the calendar year immediately following the last day of the First IM Period and ending on the last day of such calendar year; and

•The Third Intermediate Measurement Period (or the “Third IM Period”): The period beginning on the first day of the calendar year immediately following the last day of the Second IM Period and ending on the last day of such calendar year.

Applicable Year End Adjusted EBIT means Adjusted EBITDAX as defined in the Company’s 10-K that includes the applicable Intermediate Measurement Period (or, if no 10-K, as such term was defined in the most recently filed 10-K or 10-Q), less depreciation, depletion, amortization and accretion, less exploration expense, in each case, starting from the first day of the applicable Intermediate Measurement Period and ending on the last day of the applicable Intermediate Measurement Period.

Total Assets shall mean the Company’s total assets, excluding unrealized derivative assets, if any, and contingent consideration assets, if any, as each is set forth in the Company’s 10-K or 10-Q that includes the applicable measurement date (or, if no 10-K or 10-Q is on file for such period, as such term was defined in the most recently filed 10-K or 10-Q).

Applicable Total Assets shall mean, for each Intermediate Measurement Period, (1) the sum of the Total Assets as of the last day of the quarter immediately preceding the first day of the applicable Intermediate Measurement Period plus the Total Assets as of the last day of each of the first four quarters of the applicable Intermediate Measurement Period, divided by (2) five, which for the avoidance of doubt, uses five balance sheet positions to calculate the average for Total Assets.

Current Liabilities shall mean the Company’s current liabilities, excluding unrealized current derivative liabilities, if any, and current contingent consideration liabilities, if any, as each is set forth in the Company’s 10-K or 10-Q that includes the applicable measurement date (or, if no 10-K or 10-Q is on file for such period, as such term was defined in the most recently filed 10-K or 10-Q).

Applicable Current Liabilities shall mean, for each Intermediate Measurement Period, (1) the sum of the Current Liabilities as of the last day of the quarter immediately preceding the first day of the applicable Intermediate Measurement Period plus the Current Liabilities as of the last day of each of the first four quarters of the applicable Intermediate Measurement Period, divided by (2) five, which for the avoidance of doubt, uses five balance sheet positions to calculate the average for Current Liabilities.

Performance-based Restricted Stock Unit Award Agreement (CEO)

Document

Exhibit 10.6

Time Restricted Stock Unit Award Notice (Employee)

BKV CORPORATION

TIME RESTRICTED STOCK UNIT AWARD NOTICE

2024 EQUITY AND INCENTIVE COMPENSATION PLAN

Participant:	[_______]
Date of Grant:	[_______]
Number of Time Restricted Stock Units:	[_______]
TRSU Vesting Schedule:	One-third of the TRSUs vest on each of the first three anniversaries of the Date of Grant

Time Restricted Stock Unit Award Notice (Employee)

BKV CORPORATION:		PARTICIPANT:
By:	_____________________________	_________________________________________
Name:	_____________________________	Date:	_____________________________
Title:	_____________________________	Address:	_____________________________
			_____________________________

Time Restricted Stock Unit Award Agreement (Employee)

TIME RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE

BKV CORPORATION 2024 EQUITY AND INCENTIVE COMPENSATION PLAN

2.Vesting.

Time Restricted Stock Unit Award Agreement (Employee)

c.Termination without Cause. If the Participant’s Service with the Company or a Subsidiary is terminated by the Company other than for Cause (other than by reason of death or Disability) prior to the TRSU Vesting Date, the Time Restricted Stock Units shall be forfeited and terminate.

Time Restricted Stock Unit Award Agreement (Employee)

3.Settlement; Issuance of Common Stock.

4.Rights of Participant; Transferability.

a.No Right to Continued Service or Future Awards. Nothing in the Plan or in this Agreement confers upon the Participant any right to continue in the Service of the Company or any Subsidiary or interferes with or limits in any way the right of the Company or any Subsidiary to terminate the Service of the Participant at any time, with or without notice and with or without Cause. The grant of Time Restricted Stock Units under this Agreement to the Participant is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards.

Time Restricted Stock Unit Award Agreement (Employee)

5.Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control, if the Time Restricted Stock Units do not continue or are not assumed, substituted or replaced with an award with respect to cash or shares of the acquiror or surviving entity in such Change in Control, in each case, with substantially equivalent terms and value as the Time Restricted Stock Units, any unvested Time Restricted Stock Units shall vest. In the event of a Change in Control in which the Time Restricted Stock Units continue or are assumed, substituted or replaced with an award with respect to cash or shares of the acquiror or surviving entity in such Change in Control, the Time Restricted Stock Units, as so continued, assumed, substituted or replaced, shall remain subject to the terms and conditions of this Agreement; provided, that, notwithstanding Section 2(a), Section 2(b) or Section 2(c), if the Participant’s Service with the Company or a Subsidiary is terminated pursuant to a Qualifying Termination within the 24-month period beginning on the Change in Control and ending at the end of the second anniversary of the Change in Control, the Time Restricted Stock Units, as so continued, assumed, substituted or replaced, will vest.

Time Restricted Stock Unit Award Agreement (Employee)

hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

7.Certain Definitions.

c.“Disability” shall have the meaning ascribed thereto in any employment or other agreement or policy applicable to the Participant’s Service with the Company or any of its Subsidiaries as may be in effect, or if no such agreement or policy exists, shall mean the Participant’s inability due to physical or mental incapacity, to perform the essential functions of the Participant’s job, for one hundred eighty

Time Restricted Stock Unit Award Agreement (Employee)

(180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days.

d.“Good Reason” shall have the meaning ascribed thereto in any employment or other agreement or policy applicable to the Participants Service with the Company or any of its Subsidiaries as may be in effect, or if no such agreement or policy exists, shall mean (i) a reduction in the Participant’s base salary or target bonus; (ii) a material breach by the Company of any material provision of this Agreement; (iii) a material, adverse change in the Participant’s authority, duties or responsibilities (other than temporarily while the Participant is physically or mentally incapacitated); or (iv) a relocation of the Participant’s principal place of employment by more than 50 miles. Notwithstanding the foregoing, the Participant shall not be considered to have terminated the Participant’s Service for Good Reason unless, within sixty (60) days following the occurrence of an event described in clause (i), (ii), (iii) or (iv) above, the Participant gives the Company written notice of the existence of such event, the Company does not remedy such event within sixty (60) days of receiving such notice and the Participant terminates the Participant’s Service within thirty (30) days of the end of the Company’s cure period.

e.“Qualifying Termination” shall mean a termination by the Company other than for Cause (other than by reason of death or Disability) or a termination by the Participant for Good Reason.

f.“Service” means a Participant’s employment with the Company or any Subsidiary, whether in the capacity of an employee, Director or consultant, agent, advisor or independent contractor who renders services to the Company or a Subsidiary (and which services are not in connection with the offer and sale of the Company’s securities in a capital raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities). A change in the capacity in which the Participant renders service to the Company or a Subsidiary as an employee, Director or consultant, agent, advisor or independent contractor, shall be treated as a termination of the Participant’s Service, unless the Committee otherwise determines in its sole discretion, except that continuous Service shall not be considered interrupted in the case of transfers between locations of the Company and its Subsidiaries. A Participant’s Service will be deemed to have terminated either upon an actual termination of Service or upon the Subsidiary for which the Participant performs Service ceasing to be a Subsidiary of the Company (unless the Participant continues to be employed by the Company or another Subsidiary).

8.Miscellaneous.

a.Relation to the Plan. This Agreement is subject to the terms of the Plan, the terms of which are incorporated by reference in this Agreement in their entirety.

Time Restricted Stock Unit Award Agreement (Employee)

In the event of any inconsistency between the provisions of this Agreement and the Plan, the terms of the Plan will prevail.

Time Restricted Stock Unit Award Agreement (Employee)

Document

Exhibit 10.7

Performance-based Restricted Stock Unit Award Notice (Employee)

BKV CORPORATION

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOTICE

2024 EQUITY AND INCENTIVE COMPENSATION PLAN

BKV Corporation, a Delaware corporation (the “Company”), pursuant to its 2024 Equity and Incentive Compensation Plan, as amended from time to time (the “Plan”), hereby grants to the Participant an award (the “Award”) of the number of Restricted Stock Units (as defined in the Plan) subject to performance-based vesting requirements as set forth below (the “Performance-based Restricted Stock Units” or “PRSUs”). The Performance-based Restricted Stock Units are subject to all of the terms and conditions as set forth in this Performance-based Restricted Stock Unit Award Notice (this “Award Notice”) and in the Performance-based Restricted Stock Unit Award Agreement (the “Agreement”) and the Plan, both of which are attached hereto and incorporated herein in their entirety.

Participant:	[_______]
Date of Grant:	[_______]
Number of Performance-based Restricted Stock Units at the Target Payout (as defined in Exhibit A attached to the Agreement):	[_______]
PRSU Vesting Schedule:	As set forth in Exhibit A attached to the Agreement.
Performance Period:	As set forth in Exhibit A attached to the Agreement.

Performance-based Restricted Stock Unit Award Notice (Employee)

Performance-based Restricted Stock Unit Award Notice, the Performance-based Restricted Stock Unit Award Agreement and the Plan. The undersigned Participant further acknowledges that as of the Date of Grant, this Performance-based Restricted Stock Unit Award Notice, the Performance-based Restricted Stock Unit Award Agreement, and the Plan set forth the entire understanding between the Participant and the Company regarding the Award and supersede all prior oral and written agreements on that subject with the exception of (i) Awards previously granted and delivered to the Participant by the Company, and (ii) any agreements referenced in this Performance-based Restricted Stock Unit Award Notice. This Award Notice may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.

BKV CORPORATION:		PARTICIPANT:
By:	_____________________________	_________________________________________
Name:	_____________________________	Date:	_____________________________
Title:	_____________________________	Address:	_____________________________
			_____________________________

Performance-based Restricted Stock Unit Award Agreement (Employee)

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE

BKV CORPORATION 2024 EQUITY AND INCENTIVE COMPENSATION PLAN

2.Vesting.

Performance-based Restricted Stock Unit Award Agreement (Employee)

c.Termination without Cause. Notwithstanding Section 2(a), and subject to Section 5 of this Agreement, if the Participant’s Service with the Company or a Subsidiary is terminated by the Company other than for Cause and other than by reason of death or Disability prior to the day following the last day of the Performance Period, subject to the Participant’s (i) timely execution of a general release of claims in a form satisfactory to the Company and (ii) if applicable, failure to revoke such execution or signature in accordance with the terms of such release during the Consideration Period, (1) if such termination of Service occurs in the final six (6) months of the Performance Period, the Performance-based Restricted Stock Units will remain outstanding and will thereafter vest in accordance with Section 2(a) as if the Participant had remained in the Service of the Company or a Subsidiary from the Date of Grant through the day following the last day of the Performance Period, or (2) if such termination of Service occurs prior to the final six (6) months of the Performance Period, the Performance-based Restricted Stock Units will vest at the Target Payout. In either case of (1) or (2) above, the number of Performance-based Restricted Stock Units in which the Participant so vests shall be prorated based on a fraction, the numerator of which is the number of calendar days that have elapsed from the first day of the Performance Period through the date of the Participant’s termination, and the denominator of which is the number of calendar days from the first day of the Performance Period through the last day of the Performance Period. Notwithstanding the foregoing, if the Participant’s initial commencement of Service with the Company (the “Service Commencement Date”) is subsequent to the first day of the Performance Period, then the number of Performance-based Restricted Stock Units in which the Participant shall vest in the case of (1) or (2) above, shall be prorated based on a fraction, the numerator of which is the number of calendar days that have elapsed from the Service Commencement Date through the date of the Participant’s termination, and the denominator of which is the number of calendar days from the Service Commencement Date through the last day of the Performance Period.

Performance-based Restricted Stock Unit Award Agreement (Employee)

the Participant’s (i) timely execution of a general release of claims in a form satisfactory to the Company and (ii) if applicable, failure to revoke such execution or signature in accordance with the terms of such release during the Consideration Period, (1) if such termination of Service occurs in the final six (6) months of the Performance Period, the Performance-based Restricted Stock Units will remain outstanding and will thereafter vest in accordance with Section 2(a) as if the Participant had remained in the Service of the Company or a Subsidiary from the Date of Grant through the day following the last day of the Performance Period, or (2) if such termination of Service occurs prior to the final six (6) months of the Performance Period, the Performance-based Restricted Stock Units will vest at the Target Payout. In either case of (1) or (2) above, the number of Performance-based Restricted Stock Units in which the Participant so vests shall be prorated based on a fraction, the numerator of which is the number of calendar days that have elapsed from the first day of the Performance Period through the date of the Participant’s Retirement, and the denominator of which is the number of calendar days from the first day of the Performance Period through the last day of the Performance Period. “Retirement” means the Participant’s voluntary resignation from Service with the Company or a Subsidiary on or after the date that (A) the Participant attains age sixty-five (65) or (B) the Participant attains age sixty-two (62) and has completed at least ten (10) years of Service with the Company or a Subsidiary; provided that the Participant gave at least ninety (90) days’ prior written notice of such voluntary resignation to the Company or such Subsidiary.

f.Forfeiture Events. If, prior to a Change in Control, the Participant is determined by the Committee, acting in its sole discretion, to have taken any action that would constitute Cause or an Adverse Action, irrespective of whether such action or the Committee’s determination occurs before or after termination of the Participant’s Service and irrespective of whether or not the Participant was terminated for Cause, (i) all rights of the Participant under this Agreement and the Plan will terminate and be forfeited without notice of any kind; and (ii) the Committee, in its sole discretion, may require the Participant to surrender and return to the Company all or any Common Shares received in connection with the vesting of the Performance-based Restricted Stock Units, or to disgorge all or any profits or any other economic value (however defined by the Committee) made or realized by the Participant on the sale of such Common Shares, during the period beginning one year prior to the Participant’s termination of Service.

Performance-based Restricted Stock Unit Award Agreement (Employee)

This Section 2(f) applies only to any such determinations made prior to a Change in Control and shall not apply following a Change in Control.

3.Settlement; Issuance of Common Stock.

b.Withholding Taxes; Participation Election. Notwithstanding anything to the contrary in Section 16 of the Plan, the Participant may elect, pursuant to such procedures as determined by the Company, to satisfy the Company’s federal, state, local and foreign tax withholding (including FICA) requirements relating to the issuance of any Common Shares in settlement of any Performance-based Restricted Stock Units, in whole or in part, by (i) having withheld, from the Common Shares required to be delivered to the Participant, Common Shares, (ii) delivering to the Company other Common Shares held by the Participant, and/or (iii) subject to the Company’s Insider Trading Policy, a broker-assisted sale of Common Shares delivered to the Participant and delivering to the Company the proceeds of such sale, in the case of each of clauses (i), (ii) and (iii), with such Common Shares having an aggregate Market Value per Share equal to the amount elected by the Participant; provided that such amount elected by the Participant shall be not less than the minimum amount required to be withheld and not more than the maximum amount permitted to be withheld.

4.Rights of Participant; Transferability.

Performance-based Restricted Stock Unit Award Agreement (Employee)

5.Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control, if the Performance-based Restricted Stock Units do not continue or are not assumed, substituted or replaced with an award with respect to cash or shares of the acquiror or surviving entity in such Change in Control, in each case, with substantially equivalent terms and value as the Performance-based Restricted Stock Units, any Performance-based Restricted Stock Units shall vest immediately prior to the Change in Control at the greater of the Target Payout or, if determinable, the level of achievement of the PRSU KPIs during the Performance Period through the latest practicable date prior to the Change in Control, as determined by the Board. In the event of a Change in Control in which the Performance-based Restricted Stock Units continue or are assumed, substituted or replaced with an award with respect to cash or shares of the acquiror or surviving entity in such Change in Control, the PRSU KPIs for any Performance-based Restricted Stock Units shall be deemed to have been met at the greater of the Target Payout or, if determinable, the level of achievement of the PRSU KPIs during the Performance Period through the latest practicable date prior to the Change in Control, as determined by the Board in good faith, and the Performance-based Restricted Stock Units, as so scored and continued, assumed, substituted or replaced, shall otherwise remain subject to the terms and conditions of this Agreement, including the requirement that the Participant remain in the Service of the Company or a Subsidiary through the day following the last day of the Performance Period; provided that, notwithstanding Section 2(a), Section 2(b) or Section 2(c), if the Participant’s Service with the Company or a Subsidiary is terminated prior to the day following the last day of the Performance Period pursuant to a Qualifying Termination within the 24-month period beginning on the Change in Control and ending at the end of the second anniversary of the Change in Control, the Performance-based Restricted Stock Units, as so scored and continued, assumed, substituted or replaced, will vest.

Performance-based Restricted Stock Unit Award Agreement (Employee)

constitute a violation of any applicable law or regulation or the requirements of any securities exchange or market system upon which the Common Shares may then be listed. In addition, Common Shares will not be issued hereunder unless (a) there is in effect with respect to such Common Shares a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or (b) in the opinion of legal counsel to the Company, the Common Shares are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any Common Shares hereunder will relieve the Company of any liability in respect of the failure to issue such Common Shares as to which such requisite authority has not been obtained. As a condition to the issuance of any Common Shares hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

7.Certain Definitions.

Performance-based Restricted Stock Unit Award Agreement (Employee)

of any other agreement between the Participant and the Company or any of its Subsidiaries; or (v) the Participant’s material or repeated failure to comply with or the Participant’s material breach of the established work rules or internal policies of the Company or any of its Subsidiaries. In each case, the Committee has the sole discretion to determine in its reasonable judgment whether Cause exists.

e.“Qualifying Termination” shall mean a termination by the Company other than for Cause (other than by reason of death or Disability) or a termination by the Participant for Good Reason.

Performance-based Restricted Stock Unit Award Agreement (Employee)

Service, unless the Committee otherwise determines in its sole discretion, except that continuous Service shall not be considered interrupted in the case of transfers between locations of the Company and its Subsidiaries. A Participant’s Service will be deemed to have terminated either upon an actual termination of Service or upon the Subsidiary for which the Participant performs Service ceasing to be a Subsidiary of the Company (unless the Participant continues to be employed by the Company or another Subsidiary).

8.Miscellaneous.

b.Section 409A. The Performance-based Restricted Stock Units are intended to be exempt from the provisions of Section 409A of the Code or, if not so exempt, to comply with Section 409A of the Code and, wherever possible, this Agreement and the Plan shall be construed and administered to the fullest extent possible to reflect such intent. To the extent that any payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the Participant’s termination of Service, all references to the Participant’s termination of Service shall be construed to mean a “separation from service” as defined in Section 409A of the Code (a “Section 409A Separation from Service”), and the Participant shall not be considered to have a termination of Service unless such termination constitutes a Section 409A Separation from Service. If, at the time of the Participant’s Section 409A Separation from Service, (i) the Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest, on the tenth business day of the seventh month after such separation from service. In any case, the Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Participant or for the Participant’s account in connection with the Plan and this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold the Participant harmless from any or all of such taxes or penalties.

Performance-based Restricted Stock Unit Award Agreement (Employee)

EXHIBIT A

PRSU KPIs

PRSU KPI	Minimum	Target	Maximum	Weighting
Annualized Total Shareholder Return	5%	12.5%	Equal to or greater than 20%	30%
Relative Annualized Total Shareholder Return	25th percentile	50th percentile	Equal to or greater than 75th percentile	30%
Average Annual Return on Average Capital Employed (ROACE)	0%	7%	Equal to or greater than 14%	40%
Payout Percentage	0%	100%<br><br>(the “Target Payout”)	200%

Performance-based Restricted Stock Unit Award Agreement (Employee)

Total Shareholder Return

Relative Total Shareholder Return

1.Benchmark Group.

Performance-based Restricted Stock Unit Award Agreement (Employee)

b.Effect of Changes to Benchmark Group.

Average Annual Return on Average Capital Employed

An “Intermediate Measurement Period” means each of:

Performance-based Restricted Stock Unit Award Agreement (Employee)

Document

Exhibit 10.8

Execution Version

FIFTH AMENDMENT TO

CREDIT AGREEMENT

This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 30, 2026, is by and among BKV UPSTREAM MIDSTREAM, LLC, a Delaware limited liability company (the “Borrower”), BKV CORPORATION, a Delaware corporation (“Holdings”), each other Credit Party, each of the Lenders party hereto, and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

RECITALS

A. The Borrower, Holdings, the Administrative Agent and the lenders from time to time party thereto (each, a “Lender,” and collectively, the “Lenders”) are party to that certain Credit Agreement, dated as of June 11, 2024 (as amended by that certain First Amendment to Credit Agreement dated as of July 19, 2024, that certain Second Amendment to Credit Agreement dated as of May 6, 2025, that certain Third Amendment to Credit Agreement dated as of September 22, 2025, that certain Fourth Amendment to Credit Agreement dated as of October 27, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Fifth Amendment Effective Date (as defined below), the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by this Amendment, the “Credit Agreement”), pursuant to which the Lenders have made certain Loans and credit available to and on behalf of the Borrower.

B. The Borrower has advised the Administrative Agent and the Lenders that, contemporaneously with the closing of this Amendment on the Fifth Amendment Effective Date, Holdings will contribute all of the issued and outstanding Equity Interests of BKV Marketing, LLC, a Delaware limited liability company (“BKV Marketing”), to the Borrower (the “Specified Contribution”) pursuant to that certain Assignment Agreement, dated as of the date hereof (the “Contribution Agreement”), by and among Holdings, as assignor, and the Borrower, as assignee.

C. The Borrower, the Administrative Agent and the Lenders party hereto constituting the Majority Lenders have agreed to amend certain provisions of the Existing Credit Agreement to, among other things, add BKV Marketing as a “Credit Party”, “Guarantor”, and/or “Grantor”, as applicable, under the Credit Agreement and the other Loan Documents.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Defined Terms. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Amendment, shall have the meaning ascribed to such term in the Existing Credit Agreement after giving effect to this Amendment. Unless otherwise indicated, all references to sections in this Amendment refer to sections in the Existing Credit Agreement as amended by this Amendment.

Section 2.Amendments to Existing Credit Agreement. As of the Fifth Amendment Effective Date, the Existing Credit Agreement is amended as follows:

2.1Section 1.02 of the Existing Credit Agreement is amended to add the following defined terms in alphabetical order to read in their entirety as follows:

“‘BKV Marketing’ means BKV Marketing, LLC, a Delaware limited liability company.”

|US-DOCS\169398676.7||

“‘Carbon Offset Credits’ means a reduction in emissions of greenhouse gases made to compensate for or to offset an emission of greenhouse gases made elsewhere, where one offset equals one metric ton of carbon dioxide.”

“‘dCarbon Carbon Offset Credit Purchase Agreement’ means that certain Carbon Offset Credit Purchase Agreement, dated as of December 15, 2025, by and among certain of the dCarbon Entities party thereto, as sellers, BKV Marketing, LLC, a Delaware limited liability company, as buyer, and the other parties party thereto.”

“‘Fifth Amendment’ means that certain Fifth Amendment to Credit Agreement, dated as of March 30, 2026, by and among the Borrower, Holdings, each other Credit Party party thereto, each of the Lenders party thereto and the Administrative Agent.”

“‘Fifth Amendment Effective Date’ means March 30, 2026.”

2.2Section 1.02 of the Existing Credit Agreement is hereby amended by amending and restating the following defined terms as follows:

“‘dCarbon Entities” means each of (a) BKV dCarbon Ventures, LLC, a Delaware limited liability company, (b) BKV-BPP Cotton Cove, LLC, a Delaware limited liability company, (c) BKV dCarbon Las Tiendas, LLC, a Delaware limited liability company, (d) BKVerde, LLC, a Delaware limited liability company, (e) BKVerde Donaldsonville, LLC, a Delaware limited liability company, (f) BKVerde Whites Bayou, LLC, a Delaware limited liability company, (g) BKV dCarbon High West, LLC, a Delaware limited liability company, (h) High West Sequestration LLC, a Louisiana limited liability company, (i) BKV dCarbon Barnett Zero, LLC, a Delaware limited liability company, (j) Athena Land, LLC, a Delaware limited liability company (formerly known as BKV dCarbon Temple, LLC), (k) BKV dCarbon Project, LLC, and (l) any direct or indirect Subsidiary of any of the foregoing.”

“‘Loan Documents’ means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Fee Letters, the Notes, the Letter of Credit Agreements, the Letters of Credit, the Security Instruments and any other agreement or document now or hereafter executed by a Credit Party in favor of the Administrative Agent, Collateral Agent and/or one or more Lenders in connection with any of the foregoing, or which has been designated by the Borrower and the Administrative Agent as a ‘Loan Document’.”

2.3Section 7.14 of the Existing Credit Agreement is hereby amended by amending and restating the following provision as follows:

“Section 7.14 Subsidiaries. As of the Fifth Amendment Effective Date, except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14, neither Holdings nor the Borrower has any Subsidiaries, and the Borrower has no Foreign Subsidiaries. Schedule 7.14, as so supplemented, correctly identifies each Subsidiary as either “Restricted” or “Unrestricted” as of the Fifth Amendment Effective Date, and each Restricted Subsidiary on such schedule is a Wholly-Owned Subsidiary.”

2.4Section 7.21 of the Existing Credit Agreement is hereby amended by amending and restating the following provision as follows:

“Section 7.21 Use of Loans and Letters of Credit. The proceeds of the Loans and the Letters of Credit shall be used to refinance the amounts outstanding under the Existing Credit Facilities, to provide for the working capital needs of the Borrower and its Subsidiaries, to fund capital expenditures, for the acquisitions, development and exploration of Oil and Gas Properties as permitted hereunder, to engage in marketing activities for any Hydrocarbons as permitted hereunder, for general company purposes and to pay Transaction Costs. The Borrower and its Subsidiaries are not engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the Board). No part of the proceeds of any Loan or Letter of Credit will be used for any purpose which violates the provisions of Regulations T, U or X of the Board.”

2.5Schedule 7.14 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as set forth on Schedule 7.14 attached to Amendment.

2.6Section 9.14 of the Existing Credit Agreement is hereby amended as follows:

(a)The “and” that appears immediately after clause (f) of Section 9.14 is hereby replaced with “,”.

(b)Clause (g) of Section 9.14 is hereby amended and restated in its entirety as follows:

“(g) transactions in effect on the Effective Date and set forth on Schedule 9.14, and”

(c)A new clause (h) is hereby added to Section 9.14 immediately after clause (g) of Section 9.14 as follows:

“(h) the dCarbon Carbon Offset Purchase Agreement and any other similar agreement or transaction pursuant to which BKV Marketing purchases Carbon Offset Credits from certain dCarbon Entities so long as the dCarbon Carbon Offset Purchase Agreement and such similar agreements and transactions are on fair and reasonable terms and include pricing that is fair value taking into account the mutual commitments of the parties to such agreements.”

Section 3.Conditions Precedent. This Amendment shall become effective on the date when each of the following conditions is satisfied (the “Fifth Amendment Effective Date”):

3.1The Administrative Agent shall have executed and received from the Lenders constituting the Majority Lenders, the Borrower, each other Credit Party and BKV Marketing counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of each Person.

3.2The Specified Contribution shall have been consummated, or shall be consummated substantially concurrently with the Fifth Amendment Effective Date, in accordance with the Contribution Agreement (without giving effect to any amendments, modifications or supplements thereto that are adverse to the Administrative Agent and the Lenders in their capacities as such, except as approved by the Administrative Agent), and (b) the Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower certifying (i) that substantially concurrently with the Fifth Amendment Effective Date, Holdings, the Borrower and BKV Marketing are consummating the Specified Contribution in accordance with the terms of the Contribution Agreement (without any amendments, modifications or supplements thereto in contravention of clause (a) above), and (ii) that attached is a true and correct copy of the Contribution Agreement (including all amendments and other modifications thereto), which shall not have been further amended or modified except as set forth therein.

3.3The Administrative Agent shall have received a certificate of a Responsible Officer of BKV Marketing setting forth (a) resolutions of its board of directors (or comparable governing body) with respect to the authorization of BKV Marketing to execute, deliver and perform this Amendment and to enter into the transactions contemplated in the Loan Documents and perform its obligations thereunder, (b) the officers of BKV Marketing (i) who are authorized to sign this Amendment and the other Loan Documents to which BKV Marketing is a party and (ii) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with the Credit Agreement and the other Loan Documents and the transactions contemplated thereby, (c) specimen signatures of such authorized officers, and (d) the bylaws, limited liability company agreements, limited partnership agreements, certificates of formation and certificates of limited partnership, as applicable, of BKV Marketing, certified as being true and correct. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary.

3.4The Administrative Agent shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of BKV Marketing from its state of incorporation or formation and with respect to foreign qualification in any other jurisdiction in which BKV Marketing owns Oil and Gas Properties.

3.5The Administrative Agent shall have received an opinion of Baker & Hostetler LLP, special counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent and its counsel, addressed to the Administrative Agent, the Lenders and the Issuing Banks.

3.6The Administrative Agent shall have received appropriate tax, judgment and UCC search certificates reflecting no prior Liens encumbering the Properties of BKV Marketing for each jurisdiction requested by the Administrative Agent other than (a) those Liens permitted by Section 9.03 of the Credit Agreement and (b) those Liens which will be terminated or released substantially simultaneously or promptly following the Fifth Amendment Effective Date.

3.7The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that after giving effect to this Amendment on the Fifth Amendment Effective Date, (a) each representation and warranty set forth in Article VII of the Credit Agreement shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date, (b) since December 31, 2025, there has not been any event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect, (c) no Default or Event of Default shall have occurred and be continuing and (d) the Borrower and the Restricted Subsidiaries have no indebtedness outstanding other than (i) the Loans and other extensions of credit under the Credit Agreement and (ii) any other Debt permitted by Section 9.02 of the Credit Agreement.

3.8With respect to BKV Marketing, the Administrative Agent shall have received copies of a supplement to the Guarantee and Collateral Agreement, substantially in the form of Annex 2 to the Guarantee and Collateral Agreement, in order for BKV Marketing to become a Guarantor and Grantor (as defined in the Guarantee and Collateral Agreement) duly executed by BKV Marketing, together with evidence that all other actions, recordings and filings required by the Security Instruments as of the Fifth Amendment Effective Date to (A) create the Liens intended to be created by any Security Instrument and (B) comply with Section 8.13 of the Credit Agreement, in each case shall have been delivered, taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent. All Equity Interests directly owned by Holdings, the Borrower or any Restricted Subsidiary, in each case as of the Fifth Amendment Effective Date after giving effect to the transactions contemplated hereunder, shall have been pledged pursuant to the Guarantee and Collateral Agreement.

3.9(a) The Administrative Agent and the Lenders shall have received, at least 5 days prior to the Fifth Amendment Effective Date, all documentation and other information about the Credit Parties required under applicable “know your customer” and anti-money laundering rules and regulations,

including the USA Patriot Act that has been requested by the Administrative Agent or such Lender in writing at least 10 days prior to the Fifth Amendment Effective Date and (b) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Fifth Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification at least 5 days prior to the Fifth Amendment Effective Date.

3.10The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Fifth Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder (including the reasonable and documented fees and expenses of Latham & Watkins LLP, counsel to the Administrative Agent).

Section 4.Post-Closing Covenant. Within 30 days after the Fifth Amendment Effective Date (or such later date as the Administrative Agent may agree to in its sole discretion), the Administrative Agent shall have received updated certificates of insurance coverage evidencing that the Credit Parties are carrying insurance in accordance with Section 7.12 of the Credit Agreement.

Section 5.Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each of the Borrower and the other Credit Parties hereby represents and warrants to the Administrative Agent and the Lenders that:

5.1Accuracy of Representations and Warranties. The representations and warranties of each Credit Party contained in each Loan Document are true and correct in all material respects on and as of the date hereof except to the extent any such representations and warranties (a) are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties continue to be true and correct in all material respects as of such specified earlier date or (b) are already qualified by materiality, Material Adverse Effect or a similar qualification, in which case, such representations and warranties are true and correct in all respects.

5.2Due Authorization. The execution and delivery of this Amendment and the performance of this Amendment and the Credit Agreement by the Borrower and each other Credit Party of this Amendment are within the Borrower’s and such Credit Party’s corporate or limited liability company powers, as applicable, and have been duly authorized by all necessary corporate or limited liability company action, as applicable, and, if required, action by any holders of its Equity Interests (including, without limitation, any action required to be taken by any class of directors, managers or supervisors of the Borrower or any other Person, whether interested or disinterested, in order to ensure the due authorization of this Amendment).

5.3Validity and Binding Effect. This Amendment has been duly executed and delivered by the Borrower and each other Credit Party, and this Amendment and the Credit Agreement constitute valid and binding obligations of the Borrower and each other Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding in equity or law.

5.4Absence of Defaults. No Default or Event of Default has occurred that is continuing immediately prior to and after giving effect to this Amendment.

Section 6.Reaffirmation; No Novation. Each Credit Party (a) consents to this Amendment and the Credit Agreement and reaffirms its obligations under the Credit Agreement and each other Loan Document to which it is a party, (b) reaffirms all of its obligations under the Guarantee and Collateral Agreement, the guarantees set out therein and any other guarantees in the Loan Documents to which it is a party, and confirms that the Guarantee and Collateral Agreement and such other guarantees remain in full force and effect on a continuous basis, (c) reaffirms each Lien granted by each Credit Party to the Administrative Agent for the benefit of the Secured Parties, (d) acknowledges and agrees that the agreements, pledges and grants of security interests by the Credit Parties contained in the Credit Agreement and the Loan Documents are, and shall remain, in full force and effect after giving effect to this

Amendment, and (e) agrees that the Obligations outstanding under the Existing Credit Agreement remain outstanding under the Credit Agreement. This Amendment shall not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or instruments securing or guaranteeing the same, which shall remain in full force and effect, except to any extent modified hereby.

Section 7.Miscellaneous.

7.1Confirmation. The Existing Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

7.2Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment that is an Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be.

7.3No Oral Agreement. This Amendment, the Credit Agreement and the other Loan Documents represent the final agreement among the parties hereto and thereto and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

7.4GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7.5Payment of Expenses; Indemnity. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby in accordance with Section 12.03 of the Credit Agreement. Section 12.03(b) of the Credit Agreement shall apply to this Amendment, mutatis mutandis.

7.6Severability. Any provision of this Amendment which is held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

7.7Loan Document. On and after the Fifth Amendment Effective Date, this Amendment shall for all purposes constitute a Loan Document.

7.8Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

7.9JURISDICTION; CONSENT TO SERVICE OF PROCESS; WAIVER OF JURY TRIAL. Section 12.09(b), (c) and (d) of the Credit Agreement shall apply to this Amendment, mutatis mutandis.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed effective as of the day and year first above written.

BORROWER:	BKV UPSTREAM MIDSTREAM, LLC
	By:	/s/ Christopher P. Kalnin
	Name: Christopher P. Kalnin
	Title: Chief Executive Officer
HOLDINGS:	BKV CORPORATION
	By:	/s/ Christopher P. Kalnin
	Name: Christopher P. Kalnin
	Title: Chief Executive Officer