NET Power (NPWR) affiliate swaps 3M units for Class A shares, cancels Class B

Rhea-AI Filing Summary

8 Rivers Capital, LLC reported acquisition or exercise transactions in this Form 4 filing.

NET Power Inc. reported an internal equity restructuring involving entities affiliated with major holder NPEH, LLC. NPEH exchanged 3,000,000 Class A Units of NET Power Operations LLC for 3,000,000 shares of NET Power’s Class A Common Stock, on a one-for-one basis with no cash paid. In connection with this exchange, 3,000,000 shares of Class B Common Stock held by NPEH, which have no economic value, were cancelled. After these transactions, NPEH holds 3,400,000 shares of Class A Common Stock and 17,729,880 shares of Class B Common Stock indirectly. 8 Rivers Capital, LLC, as manager and majority owner of NPEH, and Damian R. Beauchamp, as the principal owner of 8 Rivers, each state that they may be deemed beneficial owners only to the extent of any pecuniary interest and expressly disclaim broader beneficial ownership.

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)
03/06/2026

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	03/06/2026		C		3,000,000	A	(1)	3,400,000	I	By: NPEH, LLC(3)(4)
Class B Common Stock	03/06/2026		J		3,000,000	D	(2)	17,729,880	I	By: NPEH, LLC(3)(4)

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 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.

2. 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.

3. 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.

4. 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.

	By: /s/ Min Lee, General Counsel of 8 Rivers Capital, LLC	03/10/2026
	By: /s/ Damian R. Beauchamp	03/10/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did NET Power (NPWR) report in this Form 4?

The filing reports that 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 and, simultaneously, 3,000,000 Class B Common Stock shares held by NPEH were cancelled as part of the restructuring.

How many NET Power Class A and Class B shares does NPEH, LLC hold after the transaction?

Following the reported transactions, NPEH, LLC indirectly holds 3,400,000 shares of NET Power Class A Common Stock and 17,729,880 shares of Class B Common Stock. These holdings reflect the 3,000,000 Class A shares received and the corresponding 3,000,000 Class B shares that were cancelled.

What was exchanged for NET Power’s 3,000,000 Class A Common Stock shares?

NPEH, LLC exchanged 3,000,000 Class A Units of NET Power Operations LLC for 3,000,000 shares of NET Power’s Class A Common Stock on a one-for-one basis. The Class A Units are exchangeable into Class A Common Stock or cash at the issuer’s election and have no expiration date.

What happened to NET Power’s Class B Common Stock in this Form 4 transaction?

For each Class A Unit of NET Power Operations LLC, NPEH held a corresponding Class B Common Stock share with no economic value. When 3,000,000 Class A Units were exchanged, an equal 3,000,000 Class B Common Stock shares held by NPEH were cancelled, reducing its Class B share count accordingly.

How is 8 Rivers Capital, LLC related to NPEH and NET Power’s reported securities?

8 Rivers Capital, LLC manages NPEH and holds about 90.9% of its outstanding equity, so it may be deemed a beneficial owner of NPEH’s NET Power securities. However, 8 Rivers formally disclaims beneficial ownership beyond any pecuniary interest it may have in those securities.

What is Damian R. Beauchamp’s connection to NET Power’s reported holdings?

Damian R. Beauchamp indirectly owns approximately 63.72% and directly owns about 3.83% of 8 Rivers Capital, LLC. Because 8 Rivers is the majority owner and manager of NPEH, he may be deemed an indirect beneficial owner, but he disclaims ownership beyond his pecuniary interest.