BKV Corp Files Prospectus Relates To Offering, Resale By Selling Stockholder Of Up To 5.2M Shares Of Common Stock

BKV CORPORATIONUp to 5,233,957 Shares of Common Stock Offered by the Selling Stockholder

This prospectus relates to the offering and resale by the selling stockholder named in the "Selling Stockholder" section of this prospectus of up to 5,233,957 shares of our common stock, par value $0.01 (the "common stock"), from time to time in amounts, at prices and on terms that will be determined at the time of any such offering. We are registering the offer and sale of the shares of the common stock owned by the selling stockholder to satisfy registration rights we have granted to the selling stockholder pursuant to the registration rights agreement, dated as of September 29, 2025 (the "Registration Rights Agreement"). We have agreed to bear all of the expenses incurred in connection with the registration of the common stock covered by this prospectus. The selling stockholder will pay or assume brokerage discounts and commissions and similar charges, if any, incurred in the sale of the common stock sold by them. We are not selling any common stock under this prospectus, and we will not receive any proceeds from the offer or sale of any common stock by the selling stockholder pursuant to this prospectus. See "Selling Stockholder" for a more detailed discussion about the selling stockholder.

Each time the selling stockholder sells common stock pursuant to this prospectus, we will provide a prospectus supplement and attach it to this prospectus. The applicable prospectus supplement will also describe the specific manner in which the selling stockholder will offer the common stock and may also supplement, update or amend information contained in this prospectus. The selling stockholder may offer and sell the common stock to or through one or more underwriters, dealers or agents, or directly to purchasers, on a continuous or delayed basis. The price at which the selling stockholder may sell the common stock will be determined by the prevailing market for the common stock or in negotiated transactions that may be at prices other than prevailing market prices. See "Plan of Distribution" elsewhere in this prospectus for more information about how the selling stockholder may sell or otherwise dispose of the common stock. Our registration of the common stock does not mean that the selling stockholder will offer or sell any shares of common stock. The names of any underwriters, dealers or agents and the terms of the arrangements with such entities will be stated in the applicable prospectus supplement.

You should carefully read this prospectus and any supplement, as well as the documents incorporated by reference herein or therein, before you invest. No person may use this prospectus to offer and sell the common stock unless a prospectus supplement accompanies this prospectus.