Form 4: 10% Owner Sells 170,000 NET Power Shares

8 Rivers Capital, a 10% owner and director of NET Power Inc., sold 170,000 shares of Class A Common Stock for approximately $2.21 per share.

Summary

• 8 Rivers Capital, LLC, a 10% owner and director of NET Power Inc. (NPWR), disposed of 170,000 shares of Class A Common Stock.
• The transaction occurred on December 24, 2025, at a weighted average sales price of $2.2096 per share, with individual trades ranging from $2.18 to $2.27.
• Following the transaction, 2,050,000 shares are beneficially owned indirectly by NPEH, LLC.
• The sale was executed pursuant to a Rule 10b5-1 pre-arranged trading plan.
• Damian R. Beauchamp, who indirectly owns approximately 68.5% of 8 Rivers Capital, LLC, is also deemed an indirect beneficial owner of these securities to the extent of his pecuniary interest.

Sentiment

Score: 3

Explanation: The sentiment is negative due to a significant insider sale by a 10% owner and director. While the sale was pre-planned, it still represents a reduction in insider holdings, which can be perceived as a bearish signal.

Positives

• The transaction was executed under a Rule 10b5-1 pre-arranged trading plan, indicating a scheduled sale rather than an immediate reaction to market conditions.

Negatives

• A significant insider, identified as a 10% owner and director, sold 170,000 shares of Class A Common Stock.
• The sale reduces the reporting person's direct beneficial ownership in the company.

Risks

• Insider selling, especially by a 10% owner and director, can be perceived by the market as a lack of confidence in the company's future prospects or valuation.
• The sale could put downward pressure on the stock price, particularly given the volume of shares sold.

Future Outlook

No specific future outlook or guidance was provided, as this filing primarily reports a past transaction.

Management Comments

• 8 Rivers Capital, LLC disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.
• Damian R. Beauchamp disclaims beneficial ownership of any such securities, except to the extent of his or her pecuniary interest therein.

Industry Context

This filing is a routine insider transaction report and does not provide specific industry context. However, significant insider sales can sometimes be interpreted in the context of broader industry trends or company-specific developments, though no such context is provided here.

Comparison to Industry Standards

• This Form 4 filing reports a standard insider transaction. There are no specific industry benchmarks or comparable company results mentioned within the filing itself to assess against.

Related Party Transactions

• The indirect ownership structure involving 8 Rivers Capital, LLC, NPEH, LLC, and Damian R. Beauchamp highlights the complex beneficial ownership relationships.
• The sale of shares by 8 Rivers Capital, LLC, where Damian R. Beauchamp holds a significant indirect interest, represents a transaction by a related party to the issuer.

Stakeholder Impact

• Shareholders may interpret the insider sale as a negative signal, potentially leading to downward pressure on the stock price.
• No direct impact on management or employees is mentioned, but a significant insider sale could affect morale or perception of company stability.

Next Steps

• No specific future actions, events, or milestones are mentioned.

Key Dates

Recommendation

The sale of 170,000 shares by a 10% owner and director, 8 Rivers Capital, LLC, even if pre-planned under a Rule 10b5-1 program, generally signals a lack of conviction or a belief that the stock is adequately valued, if not overvalued, by a key insider. This action typically leads to negative market sentiment and potential downward pressure on the stock price, suggesting a 'sell' recommendation for investors.

Keywords

NET Power Inc., NPWR, 8 Rivers Capital, Damian R. Beauchamp, Insider Sale, Form 4, Beneficial Ownership, Class A Common Stock, Rule 10b5-1, Director Sale, 10% Owner