SCHEDULE: NET Power Insider Sells 2M Shares, Ownership Shifts

NPEH, an entity associated with 8 Rivers Capital, has sold over 2 million shares of NET Power Inc. Class A Common Stock after converting Opco Units, reducing its beneficial ownership percentage.

Summary

• NPEH, LLC, a reporting person, exchanged 4,000,000 Opco Units for 4,000,000 shares of NET Power Inc. Class A Common Stock on October 14, 2025.
• Following this exchange, NPEH sold 2,027,000 shares of Class A Common Stock between October 15, 2025, and October 29, 2025.
• After these transactions, NPEH directly holds 1,973,000 shares of Class A Common Stock.
• NPEH also continues to hold 22,729,880 Class A Units of NET Power Operations LLC (Opco Units), which are exchangeable for Class A Common Stock on a one-for-one basis.
• The aggregate beneficial ownership for 8 Rivers Capital, LLC, NPEH, LLC, Damian Beauchamp, Cynda Beauchamp, and 8RCH, LLC is 24,702,880 shares of Class A Common Stock.
• This beneficial ownership represents 23.61% of the total Class A Common Stock outstanding.
• The percentage is calculated based on 79,909,957 shares of Class A Common Stock outstanding, which includes 77,882,957 shares as of August 7, 2025, and the 2,027,000 shares sold by NPEH.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a significant insider sale, which can be interpreted as a lack of conviction or a move to reduce exposure by a major holder. However, it's a Schedule 13D amendment, primarily reporting a transaction rather than operational news, so the impact is limited to ownership structure.

Negatives

• A significant holder, NPEH, sold 2,027,000 shares of Class A Common Stock, which could be perceived as a reduction in confidence or a move to monetize holdings.

Risks

• The sale of a substantial number of shares by a major beneficial owner could put downward pressure on the stock price.
• Reduced beneficial ownership by a key founding entity might signal a shift in long-term commitment or strategy.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding the company's operations, financial performance, or strategic direction.

Industry Context

This filing is an amendment to a beneficial ownership statement and primarily details changes in a significant holder's equity stake. It does not contain information that allows for an analysis of broader industry trends or competitive positioning.

Related Party Transactions

• NPEH, LLC, a significant holder managed by 8 Rivers Capital, LLC (which has complex ownership involving Damian and Cynda Beauchamp), engaged in the exchange of Opco Units and subsequent sale of Class A Common Stock. These transactions involve entities and individuals closely associated with the company's founding and management structure.

Stakeholder Impact

• Shareholders may view the sale of a substantial number of shares by a major beneficial owner as a negative signal, potentially influencing investor sentiment and stock price.
• The reduction in beneficial ownership by NPEH alters the ownership structure and potentially the influence of this key entity over NET Power Inc.

Key Dates

Recommendation

The filing reports a significant sale of Class A Common Stock by a major beneficial owner (NPEH, LLC). While the underlying reasons for the sale are not disclosed, such a transaction by an insider can be perceived negatively by the market. Without additional information regarding the company's operational performance, strategic outlook, or other market factors, a 'hold' recommendation is prudent, advising investors to maintain their current position while monitoring future developments and the market's reaction to this ownership change.

Keywords

NET Power Inc., Schedule 13D/A, Beneficial Ownership, Share Sale, Insider Trading, Opco Units, Class A Common Stock, 8 Rivers Capital, NPEH, Equity Stake