NET Power (NASDAQ: NPWR) holder sells 1.72M shares, still owns 17.86%

Rhea-AI Filing Summary

NET Power Inc. investor group led by 8 Rivers Capital, NPEH, LLC and Damian Beauchamp filed Amendment No. 12 to update their Schedule 13D on the company’s Class A common stock. The group reports beneficial ownership of 18,972,780 shares of Class A common stock (including exchangeable Opco Units), representing 17.86% of the class, based on 88,480,681 shares outstanding as of August 11, 2026. NPEH’s position consists of 1,242,900 Class A shares and 17,729,880 Opco Units exchangeable one-for-one into Class A shares, with corresponding Class B shares cancelled on exchange. Between May 14 and August 17, 2026, NPEH sold 1,722,100 Class A shares. An internal restructuring transferred 8RCH, LLC’s holdings in certain entities directly to Mr. Beauchamp so that 8RCH no longer beneficially owns more than 5% of NET Power and ceases to be a reporting person, without changing Mr. Beauchamp’s overall beneficial ownership.

Key Figures

Beneficial ownership: 18,972,780 shares Ownership percentage: 17.86 % Shares outstanding: 88,480,681 shares +5 more

8 metrics

Beneficial ownership 18,972,780 shares Total Class A common stock beneficially owned by the reporting group

Ownership percentage 17.86 % Percent of Class A common stock represented by 18,972,780 shares

Shares outstanding 88,480,681 shares Class A common stock issued and outstanding as of August 11, 2026

NPEH direct Class A shares 1,242,900 shares Class A common stock held directly by NPEH

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

Recent shares sold 1,722,100 shares Class A shares sold by NPEH between May 14 and August 17, 2026

8 Rivers ownership of NPEH 90.8 % Approximate equity stake of 8 Rivers Capital in NPEH

Voting units in 8 Rivers 63.70 % Aggregate voting units in 8 Rivers held by Tillandsia, Areca and Chamaedorea

Key Terms

Schedule 13D, beneficial ownership, dispositive power, Opco Units, +1 more

5 terms

Schedule 13D regulatory

"This Amendment No. 12 to amends the statement on originally filed"

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.

beneficial ownership financial

"may be deemed to have beneficial ownership of such shares as a result"

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.

dispositive power financial

"Sole Dispositive Power 0.00 10 | Shared Dispositive Power 18,972,780.00"

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.

Opco Units financial

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

Class B Common Stock financial

"Class B common stock, par value $0.0001 per share ("Class B Common Stock")"

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.

FAQ

What percentage of NET Power Inc. (NPWR) does the reporting group currently beneficially own?

The reporting group beneficially owns 17.86% of NET Power’s Class A common stock, based on 18,972,780 shares tied to their holdings and 88,480,681 shares of Class A common stock outstanding as of August 11, 2026.

How many NET Power (NPWR) shares are beneficially owned by NPEH and related entities?

The group reports beneficial ownership of 18,972,780 Class A shares. This includes 1,242,900 Class A shares held directly by NPEH and 17,729,880 Opco Units held by NPEH, which are exchangeable on a one-for-one basis into Class A shares with corresponding Class B shares cancelled.

What change in NET Power (NPWR) holdings occurred between May 14 and August 17, 2026?

Between May 14 and August 17, 2026, NPEH sold 1,722,100 shares of NET Power Class A common stock held by it. The amendment updates the Schedule 13D to reflect this reduction while still showing a significant remaining beneficial ownership stake.

Why does 8RCH, LLC cease to be a reporting person for NET Power (NPWR)?

8RCH, LLC assigned its equity in Tillandsia, Areca and Chamaedorea to Damian Beauchamp, and as of August 17, 2026 it no longer beneficially owns more than 5% of NET Power’s Class A stock. As a result, 8RCH ceases to be a reporting person on the Schedule 13D.

Did the ownership restructuring affect Damian Beauchamp’s beneficial stake in NET Power (NPWR)?

The disclosure states the Assignment "did not result in any acquisition or disposition of, or any change in, the beneficial ownership" of NET Power Class A shares by Damian Beauchamp. It only changed the manner in which his interests are held indirectly.

What ownership relationship does 8 Rivers Capital have to NPEH in the NET Power (NPWR) structure?

8 Rivers Capital owns approximately 90.8% of the outstanding equity of NPEH and is its manager. Through this relationship, 8 Rivers may be deemed to beneficially own the Class A shares issuable upon exchange of NPEH’s 17,729,880 Opco Units.

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Available on EDGAR 08/17/2026 - 06:01 PM Accepted by SEC EDGAR 08/17/2026 - 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. 12)

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)

08/13/2026

(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 18,972,780.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,972,780.00

11

Aggregate amount beneficially owned by each reporting person

18,972,780.00

12

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

13

Percent of class represented by amount in Row (11)

17.86 %

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. 12 (as defined below). Represents (i) 1,242,900 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) 88,480,681 shares of Class A Common Stock issued and outstanding as of August 11, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 13, 2026 (the "Issuer Form 10-Q"), and (ii) 1,242,900 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 18,972,780.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,972,780.00

11

Aggregate amount beneficially owned by each reporting person

18,972,780.00

12

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

13

Percent of class represented by amount in Row (11)

17.86 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 8, 10 and 11. Represents 1,242,900 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) 88,480,681 shares of Class A Common Stock issued and outstanding as of August 11, 2026, as reported in the Issuer Form 10-Q and (ii) 1,242,900 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 18,972,780.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,972,780.00

11

Aggregate amount beneficially owned by each reporting person

18,972,780.00

12

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

13

Percent of class represented by amount in Row (11)

17.86 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Rows 8, 10 and 11: Mr. Beauchamp directly owns 100% of the outstanding equity of each of Tillandsia, Inc. ("Tillandsia"), Areca, Inc. ("Areca"), and Chamaedorea, Inc. ("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, Mr. Beauchamp 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) 88,480,681 shares of Class A Common Stock issued and outstanding as of August 11, 2026, as reported in the Issuer Form 10-Q and (ii) 1,242,900 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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8, 10, 11 and 13: As of August 17, 2026, Mr. Beauchamp directly owns 100% of the outstanding equity of each of Tillandsia, Areca, and Chamaedorea, pursuant to an assignment of 50% the outstanding equity of each of Tillandsia, Areca, and Chamaedorea by 8RCH, LLC ("8RCH") to Mr. Beauchamp (the "Assignment"). Following the Assignment, 8RCH no longer beneficially owns 5% or greater of the Issuer's Class A Common Stock, and is therefore no longer a Reporting Person.

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: 11700 Katy Freeway, Suite 700, Houston, TEXAS , 77079.
Item 1 Comment: This Amendment No. 12 ("Amendment No. 12") to Schedule 13D amends the statement on Schedule 13D originally filed by each of 8 Rivers Capital, 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, as amended by Amendment No. 10 on January 28, 2026, and as amended by Amendment No. 11 on May 14, 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. 12 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 2.	Identity and Background
(a)	Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following information: Pursuant to a previously executed assignment (the "Assignment"), 8RCH assigned to Mr. Beauchamp all of the outstanding equity of each of Tillandsia, Areca and Chamaedorea held by 8RCH, representing 50% of the outstanding equity of each such entity. On August 17, 2026, 8 Rivers accepted and recorded the resulting change in the indirect ownership of the voting units of 8 Rivers held by Tillandsia, Areca and Chamaedorea, and the Assignment became effective as to 8 Rivers on that date. 8RCH was a disregarded entity wholly owned by Mr. Beauchamp, and immediately prior to the Assignment Mr. Beauchamp directly owned 100% of the interests of 8RCH. The Assignment therefore effected a restructuring of the manner in which Mr. Beauchamp holds his interests in Tillandsia, Areca and Chamaedorea, and did not result in any acquisition or disposition of, or any change in, the beneficial ownership of shares of Class A Common Stock by Mr. Beauchamp. Following the Assignment, Mr. Beauchamp directly owns 100% of the outstanding equity of each of Tillandsia, Areca and Chamaedorea, and 8RCH holds no direct or indirect interest in the Issuer. Accordingly, 8RCH is no longer the beneficial owner of more than five percent (5%) of the Class A Common Stock and, as of August 17, 2026, ceases to be a Reporting Person.
Item 4.	Purpose of Transaction
	The information contained in Item 4 of Schedule 13D is hereby amended and supplemented by adding the following information: Between May 14, 2026, and August 17, 2026, NPEH sold 1,722,100 shares of Class A Common Stock held by it.
Item 5.	Interest in Securities of the Issuer
(a)	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. 12 are calculated based upon (i) 88,480,681 shares of Class A Common Stock issued and outstanding as of August 11, 2026, as reported in the Issuer Form 10-Q and (ii) 1,242,900 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. 12, 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. 12, 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. 12.
(e)	As a result of the Assignment described in Item 2, 8RCH ceased to be the beneficial owner of more than five percent (5%) of the outstanding Class A Common Stock on August 17, 2026.

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:	08/17/2026

NPEH, LLC

Signature:	/s/ Min Lee
Name/Title:	Min Lee, General Counsel / By: 8 Rivers Capital, LLC, its Manager
Date:	08/17/2026

DAMIAN BEAUCHAMP

Signature:	/s/ Damian Beauchamp
Name/Title:	Damian Beauchamp
Date:	08/17/2026

8RCH, LLC

Signature:	/s/ Damian Beauchamp
Name/Title:	Damian Beauchamp, Authorized Person
Date:	08/17/2026