NET Power holders update 19.5% stake disclosure

NET Power Inc. investors 8 Rivers Capital, NPEH, Damian Beauchamp and 8RCH have updated their Schedule 13D to reflect recent share sales and current ownership.

Rhea-AI Filing Summary

NET Power Inc. investors 8 Rivers Capital, NPEH, Damian Beauchamp and 8RCH have updated their Schedule 13D to reflect recent share sales and current ownership. Between January 29, 2026 and May 13, 2026, NPEH sold 1,289,780 shares of NET Power Class A common stock.

After these transactions, the reporting group reports beneficial ownership of 20,694,880 shares of Class A common stock, representing 19.50% of the class. This total includes 2,965,000 Class A shares held directly by NPEH and 17,729,880 Opco Units that are exchangeable on a one‑for‑one basis into Class A shares, based on 88,383,801 Class A shares outstanding as of May 7, 2026.

Key Figures

Beneficial ownership: 20,694,880 shares Ownership percentage: 19.50% Shares sold by NPEH: 1,289,780 shares +3 more

6 metrics

Beneficial ownership 20,694,880 shares Class A Common Stock beneficially owned by reporting persons

Ownership percentage 19.50% Percent of NET Power Class A common represented by reported holdings

Shares sold by NPEH 1,289,780 shares Class A Common Stock sold between Jan 29, 2026 and May 13, 2026

Shares outstanding 88,383,801 shares NET Power Class A common outstanding as of May 7, 2026

Direct Class A holdings 2,965,000 shares NET Power Class A shares held directly by NPEH

Opco Units 17,729,880 units Opco Units held by NPEH, exchangeable one-for-one into Class A shares

Key Terms

beneficial ownership, Opco Units, Class B Common Stock, Schedule 13D, +2 more

6 terms

beneficial ownership financial

"Beneficial ownership of shares of Class A common stock, par value $0.0001 per share"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Opco Units financial

"17,729,880 Class A Units of NET Power Operations LLC ("Opco Units") held directly by NPEH"

Class B Common Stock financial

"an equal number of shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of the Issuer"

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.

Schedule 13D regulatory

"amends the statement on originally filed by each of 8 Rivers, LLC ... on June 20, 2023"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 0.00 8 | Shared Voting Power 20,694,880.00"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

dispositive power financial

"9 | Sole Dispositive Power 0.00 10 | Shared Dispositive Power 20,694,880.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

How much of NET Power Inc. (NPWR) do the reporting persons currently own?

The reporting group beneficially owns 20,694,880 shares of NET Power Class A common stock, representing 19.50% of the class, based on 88,383,801 Class A shares outstanding as of May 7, 2026.

What recent share sales by NPEH are disclosed for NET Power Inc. (NPWR)?

NPEH is disclosed as having sold 1,289,780 shares of NET Power Class A common stock between January 29, 2026 and May 13, 2026, prompting this Amendment No. 11 to the Schedule 13D.

How is the 20,694,880-share stake in NET Power Inc. (NPWR) structured?

The 20,694,880-share beneficial stake consists of 2,965,000 Class A shares held directly by NPEH and 17,729,880 Opco Units that are exchangeable into an equal number of NET Power Class A shares.

What role do Opco Units play in NET Power Inc. (NPWR) ownership?

NPEH holds 17,729,880 Opco Units of NET Power Operations LLC. Each unit is exchangeable one‑for‑one into a NET Power Class A share, with an equal number of Class B shares cancelled at the time of exchange.

How was the 19.50% ownership percentage in NET Power Inc. (NPWR) calculated?

The 19.50% figure is based on 88,383,801 Class A shares outstanding as of May 7, 2026, plus 2,965,000 Class A shares held by NPEH and 17,729,880 Class A shares issuable from Opco Unit exchanges.

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Accepted by SEC EDGAR 05/14/2026 - 06:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

NET Power Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001

(Title of Class of Securities)

64107A105

(CUSIP Number)

Min Lee
8 Rivers Capital, LLC, 406 Blackwell Street, 4th Floor
Durham, NC, 27701
919-667-1800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 64107A105

1

Name of reporting person

8 RIVERS CAPITAL, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 20,694,880.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 20,694,880.00

11

Aggregate amount beneficially owned by each reporting person

20,694,880.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.50 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 8, 10 and 11. Beneficial ownership of shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of NET Power Inc. (the "Issuer") is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such shares as a result of the relationships described under Item 2 and Item 3 and the matters described in Item 3, Item 4 and Item 5 of Schedule 13D (as defined below), as amended by this Amendment No. 11 (as defined below). Represents (i) 2,965,000 shares of Class A Common Stock held directly by NPEH and (ii) 17,729,880 Class A Units of NET Power Operations LLC ("Opco Units") held directly by NPEH, LLC ("NPEH"), that are exchangeable for shares of Class A Common Stock on a one-for-one basis as described herein. At the time of any such exchange, an equal number of shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of the Issuer held directly by NPEH, which have no economic value, will be cancelled. Row 13. Based upon (i) 88,383,801 shares of Class A Common Stock issued and outstanding as of May 7, 2026, as reported in the Issuer's Current Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 11, 2026 (the "Issuer Form 10-Q"), and (ii) 2,965,000 shares of Class A Common Stock held directly by NPEH and 17,729,880 shares of Class A Common Stock issuable to NPEH upon the redemption and exchange of an equal number of Opco Units (and the cancellation of an equal number of shares of Class B Common Stock) held by NPEH.

SCHEDULE 13D

CUSIP Number(s): 64107A105

1

Name of reporting person

NPEH, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 20,694,880.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 20,694,880.00

11

Aggregate amount beneficially owned by each reporting person

20,694,880.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.50 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 8, 10 and 11. Represents 2,965,000 shares of Class A Common Stock and 17,729,880 Opco Units held directly by NPEH that are exchangeable for shares of Class A Common Stock on a one-for-one basis as described herein. At the time of any such exchange, an equal number of shares of Class B Common Stock held directly by NPEH, which have no economic value, will be cancelled. Row 13. Based upon (i) 88,383,801 shares of Class A Common Stock issued and outstanding as of May 7, 2026, as reported in the Issuer Form 10-Q and (ii) 2,965,000 shares of Class A Common Stock held directly by NPEH and 17,729,880 shares of Class A Common Stock issuable to NPEH upon the redemption and exchange of an equal number of Opco Units (and the cancellation of an equal number of shares of Class B Common Stock) held by NPEH.

SCHEDULE 13D

CUSIP Number(s): 64107A105

1

Name of reporting person

Damian Beauchamp

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 20,694,880.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 20,694,880.00

11

Aggregate amount beneficially owned by each reporting person

20,694,880.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.50 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Rows 8, 10 and 11: Mr. Beauchamp directly owns 50% of the outstanding equity of each of Tillandsia, Inc. ("Tillandsia"), Areca, Inc. ("Areca"), and Chamaedorea, Inc. ("Chamadorea") and 100% of the interests of 8RCH, LLC ("8RCH"). 8RCH directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea. Each of Tillandsia, Areca and Chamaedorea directly owns approximately 17.30%, 23.97% and 22.42%, respectively, or an aggregate of approximately 63.70% of the voting units of 8 Rivers Capital, LLC ("8 Rivers"), and Mr. Beauchamp directly owns approximately 3.83% of the voting units of 8 Rivers. 8 Rivers owns approximately 90.8% of the outstanding equity of NPEH and is the manager of NPEH and may be deemed to beneficially own the shares of Class A Common Stock issuable to NPEH upon the redemption and exchange of an equal number of Opco Units (and the cancellation of an equal number of shares of Class B Common Stock) held by NPEH. Because of the foregoing relationships, each of Mr. Beauchamp and 8RCH may be deemed to beneficially own the shares of Class A Common Stock that may be beneficially owned by 8 Rivers. Row 13: Based upon (i) 88,383,801 shares of Class A Common Stock issued and outstanding as of May 7, 2026, as reported in the Issuer Form 10-Q and (ii) 2,965,000 shares of Class A Common Stock held directly by NPEH and 17,729,880 shares of Class A Common Stock issuable to NPEH upon the redemption and exchange of an equal number of Opco Units (and the cancellation of an equal number of shares of Class B Common Stock) held by NPEH.

SCHEDULE 13D

CUSIP Number(s): 64107A105

1

Name of reporting person

8RCH, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 20,694,880.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 20,694,880.00

11

Aggregate amount beneficially owned by each reporting person

20,694,880.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.50 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8, 10 and 11: Mr. Beauchamp directly owns 50% of the outstanding equity of each of Tillandsia, Inc. ("Tillandsia"), Areca, Inc. ("Areca"), and Chamaedorea, Inc. ("Chamadorea") and 100% of the interests of 8RCH, LLC ("8RCH"). 8RCH directly owns 50% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea. Each of Tillandsia, Areca and Chamaedorea directly owns approximately 17.30%, 23.97% and 22.42%, respectively, or an aggregate of approximately 63.70% of the voting units of 8 Rivers Capital, LLC ("8 Rivers"), and Mr. Beauchamp directly owns approximately 3.83% of the voting units of 8 Rivers. 8 Rivers owns approximately 90.8% of the outstanding equity of NPEH and is the manager of NPEH and may be deemed to beneficially own the shares of Class A Common Stock issuable to NPEH upon the redemption and exchange of an equal number of Opco Units (and the cancellation of an equal number of shares of Class B Common Stock) held by NPEH. Because of the foregoing relationships, each of Mr. Beauchamp and 8RCH may be deemed to beneficially own the shares of Class A Common Stock that may be beneficially owned by 8 Rivers. Row 13: Based upon (i) 88,383,801 shares of Class A Common Stock issued and outstanding as of May 7, 2026, as reported in the Issuer Form 10-Q and (ii) 2,965,000 shares of Class A Common Stock held directly by NPEH and 17,729,880 shares of Class A Common Stock issuable to NPEH upon the redemption and exchange of an equal number of Opco Units (and the cancellation of an equal number of shares of Class B Common Stock) held by NPEH

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001
(b)	Name of Issuer: NET Power Inc.
(c)	Address of Issuer's Principal Executive Offices: 320 RONEY STREET, SUITE 200, Durham, NORTH CAROLINA , 27701.
Item 1 Comment: This Amendment No. 11 ("Amendment No. 11") to Schedule 13D amends the statement on Schedule 13D originally filed by each of 8 Rivers, LLC ("8 Rivers"), NPEH, LLC ("NPEH"), SK Inc. ("SK"), Tillandsia, Inc. ("Tillandsia"), Areca, Inc. ("Areca") and Chamaedorea, Inc. ("Chamaedorea") on June 20, 2023, as amended by Amendment No. 1 on May 28, 2024, as amended by Amendment No. 2 on September 23, 2024, as amended by Amendment No. 3 on October 21, 2024, as amended by Amendment No. 4 on November 26, 2024, as amended by Amendment No. 5 on July 17, 2025, as amended by Amendment No. 6 on August 1, 2025, as amended by Amendment No. 7 on October 29, 2025, as amended by Amendment No. 8 on November 4, 2025, as amended by Amendment No. 9 on December 9, 2025, and as amended by Amendment No. 10 on January 28, 2026 (the "Schedule 13D"), and is filed by each of 8 Rivers, NPEH, Damian Beauchamp ("Mr. Beauchamp") and 8RCH, LLC ("8RCH"), (each, a "Reporting Person" and collectively the "Reporting Persons"). Capitalized terms used but not defined in this Amendment No. 11 shall have the same meanings ascribed to them in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 4.	Purpose of Transaction
	The information contained in Item 4 of Schedule 13D is hereby amended and supplemented by adding the following rmation: Between January 29, 2026, and May 13, 2026, NPEH sold 1,289,780 shares of Class A Common Stock held by it.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in Item 5(a) and (b) of the Schedule 13D is hereby amended and restated in its entirety as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages for each Reporting Person is hereby incorporated by reference in its entirety into this Item 5. The percentages reported in this Amendment No. 11 are calculated based upon (i) 88,383,801 shares of Class A Common Stock issued and outstanding as of May 7, 2026, as reported in the Issuer Form 10-Q and (ii) 2,965,000 shares of Class A Common Stock held directly by NPEH and 17,729,880 shares of Class A Common Stock issuable to NPEH upon the redemption and exchange of an equal number of Opco Units (and the cancellation of an equal number of shares of Class B Common Stock) held by NPEH.
(c)	Except as described in Schedule 13D and this Amendment No. 11, no transactions in the class of securities reported have been effected during the past sixty (60) days by the Reporting Persons.
(d)	Other than as described in this Amendment No. 11, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of Issuer covered by this Amendment No. 11
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

8 RIVERS CAPITAL, LLC

Signature:	/s/ Min Lee
Name/Title:	Min Lee, General Counsel
Date:	05/14/2026

NPEH, LLC

Signature:	/s/ Min Lee
Name/Title:	Min Lee, General Counsel / By: 8 Rivers Capital, LLC, its Manager
Date:	05/14/2026

Damian Beauchamp

Signature:	/s/ Damian Beauchamp
Name/Title:	Damian Beauchamp
Date:	05/14/2026

8RCH, LLC

Signature:	/s/ Damian Beauchamp
Name/Title:	Damian Beauchamp, President and Secretary
Date:	05/14/2026