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Get filing alertsBKV Corp issues $575M of 1.625% convertible senior notes due 2031 with capped call hedge
Filed September 14, 2026 · Period ending September 14, 2026 · ~1 min read
Key Changes
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Issued $575 million of 1.625% convertible senior notes due 2031; initial conversion price about $31.93 per share.
Item 1.01 verify on EDGAR → -
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Net proceeds about $554.7 million; $64.7 million used for capped call transactions and $35.0 million to repurchase 1,452,282 shares at $24.10.
Item 1.01 verify on EDGAR → -
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Capped call transactions have initial cap price of $48.20 per share, a 100% premium over the September 9, 2026 closing price.
Item 1.01 verify on EDGAR → -
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Notes sold in a private placement under Section 4(a)(2) and Rule 144A; conversion shares expected exempt under Section 3(a)(9).
Item 3.02 verify on EDGAR → -
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Company may redeem notes at par plus accrued interest starting October 15, 2029 if stock trades above 130% of conversion price.
Item 1.01 verify on EDGAR →
Summary
BKV Corporation issued $575 million of convertible senior notes due 2031 with a 1.625% coupon. The notes are convertible into common stock at an initial conversion price of approximately $31.93 per share.
The company used part of the net proceeds to enter capped call transactions designed to reduce potential dilution from note conversions up to a cap price of $48.20 per share, and to repurchase 1,452,282 shares at $24.10 per share. The remaining proceeds are earmarked for general corporate purposes, including debt repayment and capital expenditures.
The offering was conducted as a private placement to qualified institutional buyers under Rule 144A, and the notes and underlying shares are not registered. The capped call transactions provide some protection against dilution for existing shareholders, but the notes still represent a potential future increase in share count if the stock price rises above the conversion price. The company has the option to redeem the notes starting in October 2029 under certain conditions, which could limit the upside for noteholders.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
Added in current filing · verify on EDGAR →
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On September 14, 2026, BKV Corporation (“BKV” or the “Company”) issued $575,000,000 aggregate principal amount of its 1.625% Convertible Senior Notes due 2031 (the “Notes”) pursuant to an indenture (the “Indenture”), dated as of September 14, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
BKV issued $575 million of convertible senior notes due 2031 with a 1.625% annual coupon. The notes are convertible into common stock at an initial conversion rate of 31.3161 shares per $1,000 principal amount, implying an initial conversion price of approximately $31.93 per share.
Added in current filing · verify on EDGAR →
The initial conversion rate is 31.3161 shares of the Company’s common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $31.93 per share of the Company’s common stock.
Each $1,000 of notes initially converts into 31.3161 shares, implying a conversion price of about $31.93 per share. The company may settle conversions in cash, shares, or a combination at its election. Note: these figures were previously disclosed in the company's Sep 10, 2026 8-K.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Notes were sold to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a) (2) of the Securities Act of 1933, as amended (the “Securities Act”). The Initial Purchasers subsequently resold the Notes only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act.
BKV sold convertible notes to initial purchasers in a private placement relying on Section 4(a)(2) of the Securities Act. The initial purchasers then resold the notes only to qualified institutional buyers under Rule 144A. Neither the notes nor the underlying common stock have been or will be registered under the Securities Act or state securities laws.
Added in current filing · verify on EDGAR →
To the extent that any shares of the Company’s common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a) (9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of common stock.
Any common stock issued upon conversion of the notes is expected to be exempt from registration under Section 3(a)(9) because no commission or other remuneration is expected to be paid in connection with the conversion. This means the shares will be restricted securities when issued.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 15, 2026 · How we verify