BKV Corp.

Oil & Gas E&P • Energy • Denver, CO, United States • BKV (NYQ)

720 375 9680 1200 17th Street, Denver, CO 80202, United States

Quarter: Q1 2026 Reported: January 30, 2026 Sentiment: Positive

BKV Corporation produces and sells natural gas in the Barnett Shale in the Fort Worth Basin of Texas and in the Marcellus Shale in the Appalachian Basin of Northeast Pennsylvania. It is also involved in the gathering, processing, and transportation of natural gas; power generation; and carbon capture, utilization, and sequestration activities. The company was founded in 2015 and is headquartered in Denver, Colorado. BKV Corporation is a subsidiary of Banpu North America Corporation.

Analysis Summary

BKV Corp (BKV) has finalized the acquisition of an additional 25% interest in the BKV-BPP Power Joint Venture from Banpu Power US Corporation (BPPUS), increasing BKV's ownership to 75%. The transaction, which closed on January 30, 2026, involved a total consideration of $115.1 million in cash and 5,315,390 shares of BKV common stock, funded by cash on hand and proceeds from a recent equity offering. Following the closing, BKV will consolidate the financial results of the BKV-BPP Power Joint Venture, which operates two modern combined cycle gas and steam turbine power plants in the ERCOT North Zone in Temple, Texas.

Key changes to the joint venture's governance, outlined in the Amended and Restated Limited Liability Company Agreement (A&R LLCA), grant BKV significant strategic and operational control. BKV is now entitled to appoint a majority of the Joint Venture Board, delegate day-to-day operations to BKV, and unilaterally initiate strategic acquisitions, investments in new power generation assets, capital expenditures for new development projects, and new joint ventures with third parties. While capital contributions generally require member consent, the agreement outlines specific circumstances for future contributions. Transfer rights for membership interests are also detailed, including a right of first offer, tag-along rights for BPPUS, and drag-along rights for BKV. Certain 'Board Reserved Matters,' such as significant asset sales, dissolution, material business changes, and large indebtedness, still require consent from at least one BPPUS-appointed board member as long as BPPUS maintains at least a 10% ownership.

Additionally, BKV entered into a Registration Rights Agreement with BPPUS, providing BPPUS with Form S-3 demand and piggyback registration rights for the stock consideration, subject to a 180-day lock-up and other customary limitations. This comprehensive acquisition and restructuring of the joint venture position BKV for enhanced control and accelerated growth in the power generation sector.

Key Highlights

• BKV increased its ownership in the BKV-BPP Power Joint Venture from 50% to 75%.
• The acquisition cost was $115.1 million in cash and 5,315,390 shares of BKV common stock.
• BKV gains majority control over the Joint Venture Board and day-to-day operations.
• BKV can now unilaterally pursue strategic acquisitions and investments in new power generation assets through the JV.
• BKV will consolidate the financial results of the BKV-BPP Power Joint Venture.
• BPPUS retains certain 'Board Reserved Matters' consent rights as long as it holds at least 10% ownership.

Financial Metrics

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acquisition details

Stock Performance (90 Days)

Data through Feb 2, 2026

Layoff Events

Earnings Calls

Positive Signals

• Increased ownership to 75% in a key power generation joint venture.
• Gained majority control over the Joint Venture Board and day-to-day operations.
• Ability to unilaterally pursue new strategic initiatives and power generation asset acquisitions.
• Consolidation of the joint venture's financial results into BKV's financials.
• Successful funding of the acquisition through a combination of cash and a recent equity offering.

Risks & Concerns

— Inherent uncertainties, risks, and changes in circumstances that are difficult to predict.
— BKV's ability to achieve the expected benefits of the acquisition.
— Demand for power and the commercial success of the BKV-BPP Power Joint Venture.
— Potential for future capital contributions requiring member consent.
— Certain 'Board Reserved Matters' still require BPPUS consent, potentially limiting full unilateral control.