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v3.26.1

Debt | 6 Months Ended
--- | ---
Jun. 30, 2026
Debt Disclosure [Abstract] |
Debt | 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):
|  | June 30, 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 |  |  |  |  | 487,085 |  |  | 500,000 |  |  |  |  | 486,777 |
Promissory Note |  | 46,000 |  |  |  |  | 46,000 |  |  | — |  |  |  |  | — |
Temple Term Loan Facility |  | 371,998 |  |  |  |  | 371,369 |  |  | 391,883 |  |  |  |  | 390,947 |
Temple Revolving Facility |  | 60,000 |  |  |  |  | 60,000 |  |  | 60,000 |  |  |  |  | 60,000 |
Total debt, net |  | 1,263,998 |  |  |  |  | 1,249,841 |  |  | 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 |  | $ | 1,077,998 |  |  |  |  | $ | 1,064,454 |  |  | $ | 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. On May 20, 2026, BKV Corporation, BKV Upstream Midstream, the lenders, and the administrative agent amended the RBL Credit Agreement to, among other things, redetermine and reaffirm the borrowing base at $1.0 billion in connection with the scheduled semiannual borrowing base redetermination. As of June 30, 2026, the borrowing base and elected commitment remained unchanged at $1.0 billion, and $800.0 million, respectively. 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 and six months ended June 30, 2026, BKV Upstream Midstream recognized $0.8 million and $1.7 million, respectively, of commitment fees, which are included in interest expense on the condensed consolidated statements of income. During the three and six months ended June 30, 2025, BKV Upstream Midstream recognized $0.5 million, and $1.0 million, respectively, of commitment fees, which are included in interest expense on the condensed consolidated statements of income. 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 June 30, 2026, BKV Upstream Midstream was in compliance with such covenants in the RBL Credit Agreement. 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 June 30, 2026 and December 31, 2025, $5.6 million and $6.9 million, respectively, of unamortized debt issuance costs remained outstanding. As of August 6, 2026, $120.0 million of borrowings and $15.5 million of letters of credit were outstanding under the RBL Credit Agreement, leaving $664.5 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 Power 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 June 30, 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 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 (previously, CXA Temple 2, 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 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 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 Credit 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 June 30, 2026 and December 31, 2025, the weighted average effective interest rate on the outstanding balances under the RBL Credit Agreement, the Temple I Loan Agreements, and the Temple Credit Facilities was 8.13% and 8.86%, respectively.

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