Form 4: 8 Rivers Capital Adjusts NET Power Inc. Equity Holdings

8 Rivers Capital, a 10% owner and director, reported sales of Class A Common Stock and a significant exchange of Class A Units for Class A Common Stock in NET Power Inc. pursuant to a 10b5-1 plan.

Summary

• 8 Rivers Capital, LLC, a 10% owner and Director of NET Power Inc. (NPWR), reported several transactions involving the company's securities.
• On October 31, 2025, 18,116 shares of Class A Common Stock were sold indirectly by NPEH, LLC at a weighted average price of $4.0527 per share.
• On November 3, 2025, an additional 8,477 shares of Class A Common Stock were sold indirectly by NPEH, LLC at a weighted average price of $4.0025 per share.
• Also on November 3, 2025, NPEH, LLC exchanged 2,000,000 Class A Units of NET Power Operations LLC for 2,000,000 shares of NET Power Inc.'s Class A Common Stock.
• Concurrently with the exchange, 2,000,000 shares of Class B Common Stock, which have no economic value, were cancelled.
• Following these transactions, the indirect beneficial ownership of Class A Common Stock by NPEH, LLC increased to 3,838,653 shares.
• The transactions were made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 6

Explanation: The sentiment is slightly positive. While there were sales of Class A Common Stock, these were relatively small compared to the significant conversion of Class A Units into 2,000,000 shares of Class A Common Stock, resulting in a net increase in the reporting person's Class A Common Stock holdings. The transactions were also pre-planned under a 10b5-1 plan, indicating a structured approach rather than a reactive one.

Positives

• The reporting person, through NPEH, LLC, significantly increased its indirect beneficial ownership of Class A Common Stock by 2,000,000 shares through an exchange of Class A Units, demonstrating continued equity interest in the public entity.
• The conversion of Class A Units into Class A Common Stock simplifies the ownership structure by moving holdings into the publicly traded security.

Negatives

• The reporting person, through NPEH, LLC, sold a total of 26,593 shares of Class A Common Stock across two transactions on October 31, 2025, and November 3, 2025, at weighted average prices of $4.0527 and $4.0025, respectively.

Risks

• 8 Rivers Capital, LLC and Damian R. Beauchamp disclaim beneficial ownership of the securities held by NPEH, LLC, except to the extent of their pecuniary interest therein, which could introduce complexity in assessing ultimate control or economic exposure.

Future Outlook

NA

Management Comments

• 8 Rivers Capital, LLC 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.
• Damian R. 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.

Industry Context

NA

Related Party Transactions

• The reported transactions involve 8 Rivers Capital, LLC, a 10% owner and Director of NET Power Inc., and Damian R. Beauchamp, also a Director, making these related party transactions in the context of insider reporting.

Stakeholder Impact

• Shareholders: The net increase in Class A Common Stock held by a significant insider (8 Rivers Capital, LLC) could be viewed as a positive signal of continued commitment and belief in the company's future, despite some concurrent sales.
• Investors: The transactions, being part of a 10b5-1 plan, suggest a pre-determined strategy rather than a reaction to new, undisclosed information, which can provide some stability in interpretation.

Key Dates

Recommendation

This Form 4 filing details pre-planned insider transactions, including both sales and a significant conversion of units into Class A Common Stock, resulting in a net increase in the reporting person's Class A holdings. While insider sales can sometimes be a negative signal, the context of a 10b5-1 plan and the substantial conversion suggest a strategic adjustment rather than a loss of confidence. Without additional financial or operational updates, these transactions alone do not warrant a change in investment thesis, thus a 'hold' recommendation is appropriate as investors should await broader company performance indicators.

Keywords

NET Power Inc., NPWR, 8 Rivers Capital, Insider Transaction, Form 4, Class A Common Stock, Equity Exchange, 10b5-1 Plan, Beneficial Ownership