Banpu North America Corp. 4
4 · BKV Corp · Filed Jan 30, 2026
Research Summary
AI-generated summary of this filing
BKV Corp (BKV) 10% Owner Banpu Receives 5,315,390 Shares
What Happened
Banpu Public Company Limited (a reported 10% owner of BKV) — via its subsidiary Banpu Power US Corporation (BPPUS) — received 5,315,390 shares of BKV common stock on January 30, 2026. The shares were issued as 50% of the closing consideration under a Membership Interest Purchase Agreement dated October 29, 2025 (i.e., shares issued in lieu of cash). No per-share trade price was reported (transaction price listed as N/A). Using the 20-day VWAP of $21.6609 cited in the filing, the issuance implies a value of roughly $115.1 million for these shares (this equals 50% of the purchase price under the agreement).
Key Details
- Transaction date: 2026-01-30 (filing date: 2026-01-30) — appears timely.
- Transaction type/code: Other acquisition or disposition (Code J) — issuance as deal consideration, not an open-market purchase.
- Shares received: 5,315,390 common shares. Price reported as N/A; shares were allocated by dividing 50% of the purchase price by a VWAP of $21.6609.
- Implied consideration: ~ $115.1M for these shares (represents 50% of the purchase price; implies ~ $230.2M total purchase price).
- Ownership after transaction: Not specified in the provided excerpt of the filing.
- Footnotes: Shares were issued to BPPUS (direct owner); BPPUS is a wholly owned subsidiary of Banpu Power Public Co Ltd (BPP), which is controlled by Banpu Public Company Limited (BPCL) — so ownership is direct (BPPUS) and indirect (BPP, BPCL). Reporting persons note possible group status but disclaim beneficial ownership beyond any pecuniary interest. A related stockholders’ agreement gives BNAC/BOG/BPCL certain board nomination rights while BPCL owns ≥10%.
Context
This was an institutional issuance as part of acquisition consideration (not an executive trading action). Such transactions reflect corporate deal terms (transfer of equity for LLC interests) rather than routine insider buying/selling, and therefore should be interpreted as part of the transaction structure rather than a conventional insider market signal.
Insider Transaction Report
- Other
Common Stock
[F1][F2]2026-01-30+5,315,390→ 69,193,004 total(indirect: See footnote)
- 63,877,614(indirect: See footnote)
Common Stock
[F3]
Footnotes (3)
- [F1]Represents shares of common stock, par value $0.01 per share ("Common Stock"), issued to Banpu Power US Corporation ("BPPUS") as 50% of the closing consideration pursuant to that certain Membership Interest Purchase Agreement, dated as of October 29, 2025 (the "Purchase Agreement"), by and between BPPUS and BKV Corporation (the "Issuer"), in exchange for one-half of the limited liability company interests in BKV-BPP Power LLC held by BPPUS prior to the closing of the transactions contemplated by the Purchase Agreement. The number of shares of Common Stock issued to BPPUS was determined by dividing the amount equal to 50% of the purchase price under the Purchase Agreement by $21.6609, the volume-weighted average price of the Common Stock during the twenty (20) consecutive trading-day period ended October 28, 2025.
- [F2]BPPUS is a wholly owned subsidiary of Banpu Power Public Company Limited ("BPP"), which is a controlled subsidiary of Banpu Public Company Limited ("BPCL"). These shares are owned directly by BPPUS and indirectly by BPP and BPCL.
- [F3]Banpu North America Corporation ("BNAC") is a wholly owned subsidiary of BOG Co., Ltd. ("BOG"), which is a wholly owned subsidiary of BPCL. These securities are owned directly by BNAC and indirectly by BOG and BPCL.