NET Power (NYSE: NPWR) insiders report 22.25% stake and recent share sales

Rhea-AI Filing Summary

NET Power Inc. insider group reports updated ownership and recent sales. 8 Rivers Capital, NPEH, Damian Beauchamp and 8RCH report beneficial ownership of 23,279,880 shares of NET Power Class A common stock, representing 22.25% of the class. This percentage is based on 83,919,757 Class A shares outstanding as of November 11, 2025, plus shares issuable to NPEH upon exchange of Opco Units. The filing notes that between November 17, 2025 and December 9, 2025, NPEH sold 1,288,653 shares of Class A common stock. Through a series of holding entities and voting arrangements, Mr. Beauchamp and 8RCH may be deemed to share voting and dispositive power over these shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

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)

12/05/2025

(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).

SCHEDULE 13D

CUSIP No. 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 23,279,880.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 23,279,880.00

11

Aggregate amount beneficially owned by each reporting person

23,279,880.00

12

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

13

Percent of class represented by amount in Row (11)

22.25 %

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. 9 (as defined below). Represents (i) 2,550,000 shares of Class A Common Stock held directly by NPEH, LLC ("NPEH"), and (ii) 20,729,880 Class A Units of NET Power Operations LLC ("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, 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) 83,919,757 shares of Class A Common Stock issued and outstanding as of November 11, 2025, as reported in the Issuer's Current Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 13, 2025 (the "Issuer Form 10-Q"), and (ii) 2,550,000 shares of Class A Common Stock held directly by NPEH and 20,729,880 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 No. 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 23,279,880.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 23,279,880.00

11

Aggregate amount beneficially owned by each reporting person

23,279,880.00

12

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

13

Percent of class represented by amount in Row (11)

22.25 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 8, 10 and 11. Represents 2,590,000 shares of Class A Common Stock and 20,729,880 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) 83,919,757 shares of Class A Common Stock issued and outstanding as of November 11, 2025, as reported in the Issuer Form 10-Q and (ii) 2,550,000 shares of Class A Common Stock held directly by NPEH and 20,729,880 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 No. 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 23,279,880.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 23,279,880.00

11

Aggregate amount beneficially owned by each reporting person

23,279,880.00

12

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

13

Percent of class represented by amount in Row (11)

22.25 %

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 18.55%, 25.71% and 24.05%, respectively, or an aggregate of approximately 68.30% of the voting units of 8 Rivers Capital, LLC ("8 Rivers"), and Mr. Beauchamp directly owns approximately 2.27% 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) 83,919,757 shares of Class A Common Stock issued and outstanding as of November 11, 2025, as reported in the Issuer Form 10-Q and (ii) 2,550,000 shares of Class A Common Stock held directly by NPEH and 20,729,880 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 No. 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 23,279,880.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 23,279,880.00

11

Aggregate amount beneficially owned by each reporting person

23,279,880.00

12

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

13

Percent of class represented by amount in Row (11)

22.25 %

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 18.55%, 25.71% and 24.05%, respectively, or an aggregate of approximately 68.30% of the voting units of 8 Rivers Capital, LLC ("8 Rivers"), and Mr. Beauchamp directly owns approximately 2.27% 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) 83,919,757 shares of Class A Common Stock issued and outstanding as of November 11, 2025, as reported in the Issuer Form 10-Q and (ii) 2,550,000 shares of Class A Common Stock held directly by NPEH and 20,729,880 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: Explanatory Note This Amendment No. 9 ("Amendment No. 9") 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. ("Chamaedoria") 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, and as amended by Amendment No. 8 on November 4, 2025 (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. 9 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 information: Between November 17, 2025, and December 9, 2025, NPEH sold 1,288,653 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. 9 are calculated based upon (i) 83,919,757 shares of Class A Common Stock issued and outstanding as of November 11, 2025, as reported in the Issuer Form 10-Q and (ii) 2,550,000 shares of Class A Common Stock held directly by NPEH and 20,729,880 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. 9, 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. 9, 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. 9.
(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:	12/09/2025

NPEH, LLC

Signature:	8 Rivers Capital, LLC
Name/Title:	its Manager
Date:	12/09/2025

Signature:	/s/ Min Lee
Name/Title:	Min Lee, General Counsel
Date:	12/09/2025

Damian Beauchamp

Signature:	/s/ Damian Beauchamp
Name/Title:	Damian Beauchamp
Date:	12/09/2025

8RCH, LLC

Signature:	/s/ Damian Beauchamp
Name/Title:	Damian Beauchamp, President and Secretary
Date:	12/09/2025

FAQ

How many NET Power (NPWR) shares do the reporting persons beneficially own?

The reporting persons collectively report beneficial ownership of 23,279,880 shares of NET Power Inc. Class A common stock, including shares issuable upon exchange of Opco Units.

What percentage of NET Power (NPWR) Class A common stock does this represent?

The reported beneficial ownership represents 22.25% of NET Power Inc.’s outstanding Class A common stock, based on 83,919,757 shares outstanding as of November 11, 2025 plus shares issuable to NPEH.

Who are the reporting persons in this NET Power (NPWR) Schedule 13D/A amendment?

The reporting persons are 8 Rivers Capital, LLC, NPEH, LLC, Damian Beauchamp, and 8RCH, LLC, who report shared voting and dispositive power over the same 23,279,880 shares.

What recent share transactions by NPEH are disclosed for NET Power (NPWR)?

The amendment states that between November 17, 2025 and December 9, 2025, NPEH sold 1,288,653 shares of NET Power Class A common stock that it held.

How is the 22.25% ownership in NET Power (NPWR) calculated?

The percentage is calculated from 83,919,757 Class A shares outstanding as of November 11, 2025, plus 2,550,000 Class A shares held directly by NPEH and 20,729,880 Class A shares issuable upon redemption and exchange of an equal number of Opco Units held by NPEH.

What are Opco Units in the NET Power (NPWR) ownership structure?

The filing explains that Opco Units of NET Power Operations LLC held by NPEH are exchangeable on a one-for-one basis for shares of NET Power Class A common stock, with an equal number of Class B shares cancelled at the time of exchange.