NET Power holder converts 3M units to Class A
NET Power Inc. insider entity restructures its holdings through a unit-for-share exchange.
Rhea-AI Filing Summary
NET Power Inc. insider entity restructures its holdings through a unit-for-share exchange. NPEH, LLC exchanged 3,000,000 Class A Units of NET Power Operations LLC for 3,000,000 shares of NET Power Class A Common Stock on a one-for-one basis, with no stated cash consideration. In connection with this exchange, an equal number of NET Power Class B Common Stock shares held by NPEH, which have no economic value, were cancelled.
The filing is an amendment correcting an administrative error in a prior Form 4, which had omitted the conversion of these 3,000,000 Class A Units from the derivative securities table.
Positive
- None.
Negative
- None.
Insider Trade Summary
3,000,000 shares exercised/converted
Exercise
3 txns
Insider
8 Rivers Capital, LLC, BEAUCHAMP DAMIAN R.
Role
10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class A Units of NET Power Operations LLC | 3,000,000 | $0.00 | $0.00 |
| Conversion | Class A Common Stock | 3,000,000 | $0.00 | $0.00 |
| Other | Class B Common Stock | 3,000,000 | $0.00 | $0.00 |
Holdings After Transaction:
Class A Units of NET Power Operations LLC — 17,729,880 contracts (Indirect, By: NPEH, LLC);
Class A Common Stock — 3,400,000 shares (Indirect, By: NPEH, LLC);
Class B Common Stock — 17,729,880 shares (Indirect, By: NPEH, LLC)
Footnotes (5)
- F1. The Class A Units of NET Power Operations LLC are exchangeable into shares of the Issuer's Class A Common Stock or, at the Issuer's election, cash, on a one-for-one basis and have no expiration date. On March 6, 2026, NPEH exchanged 3,000,000 Class A Units of NET Power Operations LLC for 3,000,000 shares of the Issuer's Class A Common Stock.
- F2. For each Class A Unit of Net Power Operations LLC, NPEH owns a corresponding share of Class B Common Stock of the Issuer. Upon the exchange of 3,000,000 Class A Units of Net Power Operations LLC, an equal number of shares of Class B Common Stock of the Issuer held by NPEH, which have no economic value, were cancelled.
- F3. As manager and holder of approximately 90.9% of the outstanding equity in NPEH, 8 Rivers Capital, LLC ("8 Rivers") may be deemed to be a beneficial owner of the securities directly owned by NPEH. 8 Rivers disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that 8 Rivers is the beneficial owner of such securities for purposes of Section 16 or otherwise.
- F4. Damian R. Beauchamp ("Mr. Beauchamp") independently indirectly owns approximately 63.72% of 8 Rivers, and Mr. Beauchamp directly owns approximately 3.83% of 8 Rivers. Accordingly, Mr. Beauchamp may be deemed the indirect beneficial owner of the securities owned by NPEH to the extent of his pecuniary interest therein. Mr. Beauchamp disclaims beneficial ownership of any such securities, except to the extent of his or her pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Beauchamp is the beneficial owner of such securities for purposes of Section 16 or otherwise.
- F5. This amendment is being filed to correct an administrative error in the Form 4 filed on March 10, 2026 (the "Original Form 4") and report the 3,000,000 Class A Units of NET Power Operations LLC that were converted into an equal number of shares of the Issuer's Class A Common Stock as being disposed of by the Reporting Person. The Original Form 4 inadvertently omitted such Class A Units from Table II.
Key Figures
Units converted: 3,000,000 Class A Units
Class A shares received: 3,000,000 shares
Class B shares cancelled: 3,000,000 shares
+5 more
8 metrics
Units converted
3,000,000 Class A Units
Class A Units of NET Power Operations LLC exchanged on March 6, 2026
Class A shares received
3,000,000 shares
NET Power Class A Common Stock issued in exchange on March 6, 2026
Class B shares cancelled
3,000,000 shares
NET Power Class B Common Stock with no economic value cancelled upon exchange
Class A shares after transaction
3,400,000 shares
Indirect holdings of NET Power Class A Common Stock following transaction
Units held after transaction
17,729,880 Class A Units
Class A Units of NET Power Operations LLC indirectly held following transaction
NPEH equity held by 8 Rivers
90.9%
Approximate outstanding equity in NPEH held by 8 Rivers Capital, LLC
Beauchamp indirect stake in 8 Rivers
63.72%
Indirect ownership of 8 Rivers by Damian R. Beauchamp
Beauchamp direct stake in 8 Rivers
3.83%
Direct ownership of 8 Rivers by Damian R. Beauchamp
Key Terms
Class A Units of NET Power Operations LLC, Class B Common Stock, beneficial owner, pecuniary interest, +2 more
6 terms
Class A Units of NET Power Operations LLC financial
"The Class A Units of NET Power Operations LLC are exchangeable into shares..."
Class B Common Stock financial
"For each Class A Unit of Net Power Operations LLC, NPEH owns a corresponding share of Class B Common Stock..."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
beneficial owner financial
"8 Rivers may be deemed to be a beneficial owner of the securities directly owned by NPEH."
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
pecuniary interest financial
"8 Rivers disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein..."
Section 16 regulatory
"this report shall not be deemed an admission that 8 Rivers is the beneficial owner... for purposes of Section 16 or otherwise."
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
Conversion of derivative security financial
"transaction_code_description": "Conversion of derivative security""
FAQ
What insider transaction did NET Power (NPWR) report in this amended Form 4?
The filing reports a restructuring-type insider transaction. NPEH, LLC exchanged 3,000,000 Class A Units of NET Power Operations LLC for 3,000,000 shares of NET Power Class A Common Stock, while an equal number of Class B Common Stock shares with no economic value were cancelled.
What happened to NET Power Class B Common Stock in this transaction?
3,000,000 Class B Common Stock shares were cancelled. For each exchanged Class A Unit, NPEH held a corresponding Class B share. When 3,000,000 Class A Units were exchanged, an equal number of Class B shares, which have no economic value, were cancelled.
Why is this NET Power (NPWR) Form 4 filing labeled as an amendment?
The filing corrects an administrative omission in a prior Form 4. The original Form 4 filed March 10, 2026 did not include the 3,000,000 Class A Units converted into Class A Common Stock in the derivative securities table, so this amendment adds that information.
Who may be deemed a beneficial owner of the NET Power securities involved?
8 Rivers Capital, LLC may be deemed a beneficial owner through NPEH. 8 Rivers manages and holds about 90.9% of NPEH’s equity and disclaims beneficial ownership except for any pecuniary interest. Damian R. Beauchamp similarly may be deemed an indirect beneficial owner through his interests in 8 Rivers.
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