BKV Corp 8-K

What Happened

• BKV Corporation announced on January 22, 2026 that Banpu North America Corporation (the “Consenting Majority Stockholder”), which owned 63,877,614 shares (about 66% of outstanding stock as of January 20, 2026), delivered a written consent approving an amendment and restatement of the BKV Corporation 2024 Equity and Incentive Compensation Plan (the “A&R 2024 Plan”).
• The Board had approved the A&R 2024 Plan on December 17, 2025, subject to that written consent. The amendment increases the number of shares available for grant under the plan by 2,500,000 shares and continues to permit grants of stock options, appreciation rights, restricted stock, restricted stock units, cash incentive awards, performance shares/units and other equity-related awards.

Key Details

• Consenting stockholder: Banpu North America Corporation, holder of 63,877,614 shares (~66%).
• Outstanding shares (as of Jan 20, 2026): 96,972,345.
• Increase to plan share pool: 2,500,000 shares (≈2.6% of current outstanding shares).
• Next steps: Company will file and send an Information Statement on Schedule 14C; the A&R 2024 Plan becomes effective no earlier than 20 days after the Information Statement is first sent.

Why It Matters

• This action increases the number of shares BKV can grant to directors, officers and employees under its equity compensation program, enabling future stock-based awards without immediate board or shareholder votes.
• For investors, the added 2.5 million-share reserve represents potential dilution if and when awards are granted and issued (about a 2.6% increase relative to current outstanding shares). Monitor future filings for actual awards, grant terms and any changes to outstanding share count.
• The written consent by a 66% holder satisfied stockholder approval requirements under Delaware law and BKV’s charter, avoiding a shareholder meeting; effectiveness is subject to the scheduled Information Statement timeline.