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NPWR Form 4: 4,000,000 unit exchange, follow-on Class A sales

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

NET Power (NPWR): insider ownership update. NPEH, LLC, a 10% owner, exchanged 4,000,000 Class A Units of NET Power Operations LLC for 4,000,000 shares of Class A Common Stock on 10/14/2025; an equal number of Class B shares were cancelled the same day. The units are exchangeable one-for-one into Class A Common Stock with no expiration.

Subsequently, NPEH sold Class A shares on 10/15/2025 at a weighted average price of $4.8321 (100,000 shares) and $4.8786 (122,641 shares), and on 10/16/2025 at $4.7061 (13,959 shares). After these transactions, NPEH beneficially owned 3,763,400 shares of Class A Common Stock. The Class B Common Stock balance shown was 22,729,880 following the cancellation.

Positive

  • None.

Negative

  • None.
Insider NPEH, LLC
Role 10% Owner
Sold 236,600 shs ($1.15M)
Type Security Shares Price Value
Sale Class A Common Stock 13,959 $4.7061 $66K
Sale Class A Common Stock 100,000 $4.8321 $483K
Sale Class A Common Stock 122,641 $4.8786 $598K
Conversion Class A Units of NET Power Operations LLC 4,000,000 $0.00 --
Conversion Class A Common Stock 4,000,000 $0.00 --
Other Class B Common Stock 4,000,000 $0.00 --
Holdings After Transaction: Class A Common Stock — 3,763,400 shares (Direct); Class A Units of NET Power Operations LLC — 22,729,880 shares (Direct); Class B Common Stock — 22,729,880 shares (Direct)
Footnotes (1)
  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 October 14, 2025, NPEH, LLC ("NPEH") exchanged 4,000,000 Class A Units of NET Power Operations LLC for 4,000,000 shares of the Issuer's Class A Common Stock. 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 4,000,000 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. 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 $4.67 to $4.93. 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. 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 $4.85 to $4.925. 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. 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 $4.50 to $4.83. 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.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
NPEH, 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)
10/14/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 10/14/2025 C 4,000,000 A (1) 4,000,000 D
Class B Common Stock 10/14/2025 J 4,000,000 D (2) 22,729,880 D
Class A Common Stock 10/15/2025 S 100,000 D $4.8321(3) 3,900,000 D
Class A Common Stock 10/15/2025 S 122,641 D $4.8786(4) 3,777,359 D
Class A Common Stock 10/16/2025 S 13,959 D $4.7061(5) 3,763,400 D
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
Class A Units of NET Power Operations LLC (1) 10/14/2025 C 4,000,000 (1) (1) Class A Common Stock 4,000,000 (1) 22,729,880 D
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 October 14, 2025, NPEH, LLC ("NPEH") exchanged 4,000,000 Class A Units of NET Power Operations LLC for 4,000,000 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 4,000,000 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. 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 $4.67 to $4.93. 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. 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 $4.85 to $4.925. 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.
5. 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 $4.50 to $4.83. 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.
/s/ Min Lee, General Counsel of 8 Rivers Capital, LLC, its Manager 10/16/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did NPWR’s 10% owner report in this Form 4?

NPEH, LLC exchanged 4,000,000 Class A Units for 4,000,000 Class A shares on 10/14/2025, and an equal number of Class B shares were cancelled.

What share sales were disclosed for NPWR?

NPEH sold Class A shares on 10/15/2025 (100,000 at $4.8321 and 122,641 at $4.8786) and on 10/16/2025 (13,959 at $4.7061), each a weighted average price.

How many NPWR Class A shares does the reporting person now own?

Following the reported transactions, NPEH beneficially owned 3,763,400 Class A Common Stock.

What happened to NPWR Class B shares in this filing?

Upon the exchange, 4,000,000 Class B shares held by NPEH were cancelled; the remaining Class B balance shown was 22,729,880.

Are the exchanged units convertible into NPWR Class A stock?

Yes. The Class A Units of NET Power Operations LLC are exchangeable into Class A Common Stock on a one-for-one basis with no expiration.

Were the sale prices listed as single trades or averages?

They were weighted average prices; the filing notes sales occurred in multiple trades within stated price ranges.