Form 4: 8 Rivers Capital Reduces NET Power Stake via 10b5-1 Plan

8 Rivers Capital, a 10% owner and director of NET Power Inc., sold a significant portion of its Class A Common Stock holdings through NPEH, LLC over three days in late October 2025.

Summary

• 8 Rivers Capital, LLC, a 10% owner and director of NET Power Inc. (NPWR), along with directors Damian R. Beauchamp and Cynda Beauchamp, reported sales of Class A Common Stock.
• The sales were executed by NPEH, LLC, an entity in which 8 Rivers Capital, LLC holds approximately 91.4% equity, and Mr. and Mrs. Beauchamp each indirectly own approximately 34.2% of 8 Rivers Capital, LLC.
• 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).
• On October 28, 2025, 7,585 shares of Class A Common Stock were sold at a weighted average price of $3.7695 per share.
• On October 29, 2025, 786,832 shares of Class A Common Stock were sold at a weighted average price of $4.1166 per share.
• On October 30, 2025, 107,754 shares of Class A Common Stock were sold at a weighted average price of $4.0376 per share.
• Following these transactions, NPEH, LLC indirectly beneficially owns 1,865,246 shares of Class A Common Stock.
• The reporting persons disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein.

Sentiment

Score: 5

Explanation: The sale of shares by a 10% owner and directors, while significant in volume, was executed under a pre-arranged Rule 10b5-1 trading plan. This suggests a planned divestment rather than a reaction to immediate company-specific news, which can mitigate the negative sentiment typically associated with insider selling.

Negatives

• Significant insider selling by a 10% owner and directors, which can sometimes be perceived negatively by the market, even if executed under a 10b5-1 plan.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This Form 4 filing reports specific insider transactions for NET Power Inc. and does not provide broader industry trends or competitive analysis.

Related Party Transactions

• 8 Rivers Capital, LLC, a 10% owner and director of NET Power Inc., sold shares indirectly through NPEH, LLC.
• Damian R. Beauchamp and Cynda Beauchamp, directors of NET Power Inc., indirectly own 8 Rivers Capital, LLC and thus have an indirect pecuniary interest in the shares sold by NPEH, LLC.

Stakeholder Impact

• Shareholders: The sale of a significant number of shares by a 10% owner and directors could be interpreted as a negative signal, potentially influencing investor sentiment. However, the execution under a 10b5-1 plan suggests a pre-planned divestment, which may temper such concerns.

Key Dates

Recommendation

The reported insider sales by a 10% owner and directors, totaling over 900,000 shares, are notable. However, the transactions were conducted under a Rule 10b5-1 trading plan, indicating a pre-scheduled divestment rather than a discretionary sale based on recent developments. This context suggests that the sales may not reflect a change in the insiders' fundamental view of the company's prospects. Without additional information on the company's performance or strategic direction, a 'hold' recommendation is prudent, advising investors to maintain their current position while monitoring future disclosures.

Keywords

NET Power, NPWR, 8 Rivers Capital, Insider Trading, Form 4, Stock Sale, Beneficial Ownership, 10b5-1 Plan, Director Sales