Form 4: 8 Rivers Capital, Beauchamp Sell NPWR Shares

8 Rivers Capital, LLC and Damian R. Beauchamp, a director and 10% owner of NET Power Inc., reported selling 310,000 shares of Class A Common Stock over three days in December 2025.

Summary

• 8 Rivers Capital, LLC and Damian R. Beauchamp, both directors and 10% owners of NET Power Inc. (NPWR), reported the sale of 310,000 shares of Class A Common Stock.
• The sales occurred on December 4, 2025 (65,000 shares at a weighted average price of $2.9424), December 5, 2025 (105,000 shares at a weighted average price of $2.9064), and December 8, 2025 (140,000 shares at a weighted average price of $2.8091).
• These transactions were executed pursuant to a Rule 10b5-1 trading plan.
• Following these sales, the reporting persons indirectly beneficially own 2,590,000 shares of Class A Common Stock through NPEH, LLC.
• The reported prices reflect weighted average sales prices, with shares sold in multiple trades within specified price ranges for each transaction date.

Sentiment

Score: 3

Explanation: The sentiment is negative due to significant insider selling by a director and 10% owner, even though it was conducted under a 10b5-1 plan. The declining sale prices further contribute to a negative perception.

Positives

• The sales were conducted under a Rule 10b5-1 trading plan, indicating pre-planned transactions rather than a reaction to immediate negative news, which can mitigate the negative perception of insider selling.

Negatives

• Significant insider selling by a director and 10% owner, totaling 310,000 shares, could be interpreted as a lack of confidence in the company's near-term prospects.
• The sales occurred at progressively declining weighted average prices, from $2.9424 to $2.8091, which may suggest a bearish outlook from the insiders.

Risks

• Insider selling, even under a 10b5-1 plan, can be interpreted by the market as a signal that insiders believe the stock may be fully valued or that future growth prospects are limited, potentially leading to downward pressure on the stock price.
• A large volume of shares being sold by a significant owner could contribute to negative market sentiment and increased volatility for NET Power Inc.'s stock.

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 or her 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

Insider selling is a common occurrence across all industries. While these sales are specific to NET Power Inc., significant insider sales can sometimes precede periods of underperformance relative to industry peers, especially if not offset by insider buying or strong company-specific news. The energy sector, in which NET Power operates, is subject to various market and regulatory pressures, and insider actions can sometimes reflect internal views on these dynamics.

Comparison to Industry Standards

• Insider selling, particularly under a Rule 10b5-1 plan, is a common practice among executives and large shareholders across various industries for personal financial planning and diversification. This mechanism is widely adopted by insiders in companies comparable to NET Power Inc. within the energy and clean technology sectors.
• The volume of shares sold (310,000) by a director and 10% owner represents a notable transaction. However, without specific industry benchmarks for insider selling volume relative to market capitalization or average daily trading volume for direct competitors, a precise quantitative assessment against industry standards is not possible solely from this filing.

Related Party Transactions

• The transactions involve 8 Rivers Capital, LLC and Damian R. Beauchamp, who are directors and 10% owners, selling shares indirectly held through NPEH, LLC. This structure implies related party dealings in the context of beneficial ownership.

Stakeholder Impact

• Shareholders may interpret the insider selling as a lack of confidence from key stakeholders, potentially leading to downward pressure on the stock price and negative market sentiment.

Key Dates

Recommendation

The significant insider selling by a director and 10% owner, particularly at declining prices, suggests that those closest to the company may believe the stock is overvalued or that future prospects are not strong enough to warrant holding their current position. While the sales were under a 10b5-1 plan, the sheer volume and price trend indicate a bearish signal. Investors might consider selling to avoid potential further declines or re-evaluating their position in light of this insider activity.

Keywords

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