NET Power insider filing shows share sales and 2M-unit exchange

Rhea-AI Filing Summary

NET Power (NPWR) filed a Form 4 showing insider-related transactions by NPEH, LLC. NPEH sold 18,116 shares of Class A Common Stock on 10/31/2025 at a weighted average price of $4.0527, and sold 8,477 shares on 11/03/2025 at a weighted average price of $4.0025. On 11/03/2025, NPEH exchanged 2,000,000 Class A Units of NET Power Operations LLC for 2,000,000 shares of Class A Common Stock.

In connection with the exchange, 2,000,000 shares of Class B Common Stock corresponding to those units were cancelled. Following these transactions, NPEH reported 3,838,653 Class A shares beneficially owned indirectly. The filing notes NPEH’s relationship to 8 Rivers Capital, LLC and Damian R. Beauchamp, with customary beneficial ownership disclaimers.

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

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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)
10/31/2025

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	10/31/2025		S		18,116	D	$4.0527(1)	1,847,130	I	By: NPEH, LLC(5)(6)
Class A Common Stock	11/03/2025		S		8,477	D	$4.0025(2)	1,838,653	I	By: NPEH, LLC(5)(6)
Class A Common Stock	11/03/2025		C		2,000,000	A	(3)	3,838,653	I	By: NPEH, LLC(5)(6)
Class B Common Stock	11/03/2025		J		2,000,000	D	(4)	20,729,880	I	By: NPEH, LLC(5)(6)

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	(3)	11/03/2025		C			2,000,000	(3)	(3)	Class A Common Stock	2,000,000	(3)	20,729,880	I	By: NPEH, LLC(5)(6)

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 $4.05 to $4.06. 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 $4.00 to $4.01. 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 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 November 03, 2025, NPEH exchanged 2,000,000 Class A Units of NET Power Operations LLC for 2,000,000 shares of the Issuer's Class A Common Stock.

4. 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 2,000,000 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.

5. As manager and holder of approximately 91.4% 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.

6. 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 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	11/04/2025
	By: /s/ Damian R. Beauchamp	11/04/2025
	** Signature of Reporting Person	Date
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FAQ

What did NPWR’s Form 4 report for NPEH, LLC?

It reported sales of 18,116 and 8,477 Class A shares, an exchange of 2,000,000 Class A Units for 2,000,000 Class A shares, and cancellation of 2,000,000 Class B shares.

At what prices were NPWR shares sold?

Weighted average prices were $4.0527 on 10/31/2025 and $4.0025 on 11/03/2025, with trades within disclosed ranges.

How many NPWR Class A shares did NPEH report owning after the transactions?

NPEH reported 3,838,653 Class A shares beneficially owned indirectly after the transactions.

What happened to the Class B Common Stock in this filing?

2,000,000 Class B shares corresponding to exchanged units were cancelled; Class B shares have no economic value.

Who are the related parties mentioned in the Form 4?

The filing references NPEH, LLC, 8 Rivers Capital, LLC, and Damian R. Beauchamp, with standard beneficial ownership disclaimers.

What was exchanged for the new Class A shares?

2,000,000 Class A Units of NET Power Operations LLC were exchanged one-for-one for 2,000,000 Class A shares.