NPEH LLC trims NET Power (NPWR) stake in three insider stock sales

Rhea-AI Filing Summary

NET Power Inc. received a Form 4 reporting indirect insider sales of Class A common stock by NPEH, LLC over three consecutive days. On January 26, NPEH sold 130,000 shares at a weighted average price of $2.3549, followed by 100,000 shares on January 27 at $2.3837 and 65,220 shares on January 28 at $2.383. After these transactions, NPEH indirectly held 1,254,780 shares of Class A common stock. The form is filed by 8 Rivers Capital, LLC and Damian R. Beauchamp as 10% owners, each stating they may be deemed beneficial owners only to the extent of their pecuniary interests and expressly disclaiming beneficial ownership beyond that.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

8 Rivers Capital, LLC

(Last) (First) (Middle)

406 BLACKWELL STREET, 4TH FLOOR

(Street)

DURHAM NC 27701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NET Power Inc. [ NPWR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/26/2026		S		130,000	D	$2.3549(1)	1,420,000	I	By: NPEH, LLC(4)(5)
Class A Common Stock	01/27/2026		S		100,000	D	$2.3837(2)	1,320,000	I	By: NPEH, LLC(4)(5)
Class A Common Stock	01/28/2026		S		65,220	D	$2.383(3)	1,254,780	I	By: NPEH, LLC(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

8 Rivers Capital, LLC

(Last) (First) (Middle)

406 BLACKWELL STREET, 4TH FLOOR

(Street)

DURHAM NC 27701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BEAUCHAMP DAMIAN R.

(Last) (First) (Middle)

406 BLACKWELL STREET, 4TH FLOOR

(Street)

DURHAM NC 27701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The price reported reflects the weighted average sales price. The shares of Class A Common Stock were sold in multiple trades at prices ranging from $2.345 to $2.385. NPEH, LLC ("NPEH") will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

2. The price reported reflects the weighted average sales price. The shares of Class A Common Stock were sold in multiple trades at prices ranging from $2.35 to $2.41. NPEH will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. The price reported reflects the weighted average sales price. The shares of Class A Common Stock were sold in multiple trades at prices ranging from $2.35 to $2.42. NPEH will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. 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.

5. Damian R. Beauchamp ("Mr. Beauchamp") independently indirectly owns approximately 68.5% 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.

	By: /s/ Min Lee, General Counsel of 8 Rivers Capital, LLC	01/28/2026
	By: /s/ Damian R. Beauchamp	01/28/2026
	** Signature of Reporting Person	Date
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FAQ

What insider stock sales in NET Power (NPWR) does this Form 4 report?

The Form 4 reports three indirect sales of NET Power Class A common stock by NPEH, LLC totaling 130,000, 100,000 and 65,220 shares on January 26, 27 and 28, 2026, at weighted average prices around $2.35–$2.38 per share.

Who is the selling entity in the NPWR Form 4 transactions?

The selling entity is NPEH, LLC, which directly owns the NET Power Class A shares. The reported transactions are all marked as indirect ownership, "By: NPEH, LLC," with 1,254,780 shares of Class A common stock remaining beneficially owned after the January 28, 2026 sale.

How are 8 Rivers Capital, LLC and Damian R. Beauchamp related to NPEH’s NPWR shares?

8 Rivers Capital, LLC manages and holds about 90.9% of NPEH’s equity and may be deemed a beneficial owner of NPEH’s NET Power shares. Damian R. Beauchamp indirectly owns about 68.5% of 8 Rivers and may be deemed an indirect beneficial owner to the extent of his pecuniary interest.

What prices were received for the NPWR shares sold in this Form 4?

Each reported price is a weighted average across multiple trades. On January 26, 2026, shares sold at a weighted average of $2.3549; on January 27, at $2.3837; and on January 28, at $2.383, with detailed trade breakdowns available upon request.

How many NPWR shares remain held after the reported insider sales?

Following the January 28, 2026 transaction, NPEH, LLC beneficially owns 1,254,780 shares of NET Power Class A common stock indirectly. This figure reflects the amount reported as beneficially owned after the last of the three sales disclosed in the Form 4 filing.

Do 8 Rivers Capital and Damian Beauchamp claim full beneficial ownership of the NPWR shares?

Both 8 Rivers Capital and Damian R. Beauchamp state they may be deemed beneficial owners only to the extent of their pecuniary interests in NPEH’s NET Power shares. Each expressly disclaims beneficial ownership beyond that and notes the filing should not be deemed an admission of ownership.