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8-KAccepted Sep 25, 4:07 PM ET

BKV Corp Adopts Executive Severance Plan for Named Officers

BKVBKV Corp

Accepted (ET)

4:07 PM

Sep 25, 2026

Filed

Sep 25, 2026

Documents

12

Size

290.7 KB

Summary

BKV Corp Adopts Executive Severance Plan for Named Officers

Updated

What Happened
BKV Corporation announced on Sept. 24, 2026 that its Board adopted the BKV Corporation Executive Severance Plan, effective that same date, based on the Compensation Committee’s recommendation. The plan’s initial participants are the company’s named executive officers and it defines “qualifying termination” situations that trigger severance (termination by the company without cause, or by the employee for good reason, excluding death or disability).

Key Details

  • For qualifying terminations not within two years after a Change in Control:
    • CEO receives cash equal to (base salary + target annual bonus) × 2.0, paid in substantially equal installments over 24 months.
    • Other participants receive cash equal to (base salary + target annual bonus) × 1.0, paid over 12 months.
    • Prorated target annual bonus for the year of termination; prorated vesting of time-based equity awards; prorated eligibility for performance-based awards based on actual performance.
    • Company pays its share of medical, dental and vision premiums for 24 months for the CEO and 12 months for others.
    • Payment of any earned but unpaid annual bonus for the prior fiscal year.
  • If the qualifying termination occurs within two years after a Change in Control:
    • CEO receives lump sum of (base salary + target annual bonus) × 3.0; other participants receive × 2.0.
    • Full vesting of time-based equity awards and performance-based awards vesting at the greater of target or actual achievement.
    • Company-paid health coverage for 36 months for the CEO and 24 months for others.
    • Prorated target bonus and payment of any earned but unpaid prior-year bonus.
  • Other provisions: the plan is secondary to any existing individual severance agreements (it only pays additional amounts if its benefit exceeds another agreement), and benefits are conditioned on timely signing and non-revocation of a separation agreement with a release and continued compliance with non‑competition, non‑solicit, confidentiality and non‑disparagement covenants.

Why It Matters
This plan sets clear, standardized severance and post-termination benefit rules for BKV’s top executives. For investors, the plan establishes potential cash obligations (larger payouts, especially after a change-in-control) and faster equity vesting in some scenarios, which can affect future cash flow needs and the timing of equity dilution. The requirement to sign a release and comply with restrictive covenants reduces the company’s legal risk when paying severance. The plan was filed as an exhibit to the company’s 8-K (filed Sept. 25, 2026).

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