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NPWR on NYSE

Net Power Inc.

In its 2026 annual report the company says: “Net Power is an energy technology and project development company focused on delivering low-carbon gas power solutions.”5 It is headquartered in Houston, Texas.1 Its shares trade on NYSE under the symbol NPWR.1

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Last updated Oct 21, 2026.

Overview

$0Revenue, fiscal 20252
-$578.6MNet income, fiscal 20252

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  • TickerNPWR on NYSE1
  • IndustryElectrical Industrial Apparatus1
  • HeadquartersHouston, Texas1
  • Incorporated inDE3
  • Business address11700 Katy Freeway, Suite 700, Houston, Tx 770793
  • Filer category, Emerging growth company3

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Net Power is an energy technology and project development company focused on delivering low-carbon gas power solutions. Founded in 2010, our mission is to transform natural gas into the lowest cost form of clean firm power.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-100.0%Revenue growth, 20252
-283.8%Return on equity2
-$154.0MFree cash flow2

Financial statements

Revenue62$0 in 2025
0$200.0K$400.0K$600.0K2022: $580.0K$580.0K20222024: $250.0K$250.0K2024−57%2025: $0$02025
Gross profit62$0 in 2025
0$100.0K$200.0K$300.0K$400.0K2022: $305.0K$305.0K20222024: $219.0K$219.0K2024−28%2025: $0$02025
Operating income62-$1.8B in 2025+3482% since 2022
-$2.0B-$1.5B-$1.0B-$500.0M02022: -$50.0M-$50.0M20222024: -$181.3M-$181.3M2024+262%2025: -$1.8B-$1.8B2025+888%
Net income62-$578.6M in 2025+956% since 2022
-$600.0M-$400.0M-$200.0M02022: -$54.8M-$54.8M20222024: -$49.2M-$49.2M2024−10%2025: -$578.6M-$578.6M2025+1076%

Every line of the income statement as filed: the last 2 fiscal years, latest first.2

Period ending2025-12-312024-12-31
Revenue$0$250.0K
Cost of revenue$0$31.0K
Gross profit$0$219.0K
General and administrative$40.3M$30.3M
Sales and marketing$4.9M$3.9M
Research and development$99.5M$63.9M
Project development$72.4M$1.9M
Impairment and other charges$1.5B$0
Depreciation, amortization, and accretion$62.4M$81.6M
Total operating expenses$1.8B$181.5M
Operating loss-$1.8B-$181.3M
Interest income, net$20.3M$31.4M
Change in Earnout Shares liability and Warrant liability$72.4M-$25.7M
Change in Tax Receivable Agreement liability$21.3M$0
Other income$11.0K$364.0K
Net other income$114.0M$6.1M
Net loss before income tax-$1.7B-$175.2M
Income tax benefit$4.3M$10.6M
Net loss after income tax-$1.7B-$164.6M
Net loss attributable to non-controlling interests-$1.1B-$115.5M
Net loss attributable to NET Power Inc.-$578.6M-$49.2M
Unrealized gain on investments$97.0K$139.0K
Total other comprehensive income$97.0K$139.0K
Comprehensive loss-$1.7B-$164.5M
Comprehensive loss attributable to non-controlling interests-$1.1B-$115.3M
Comprehensive loss attributable to NET Power Inc.-$578.5M-$49.2M
Loss per share of Class A Common Stock, basic (in dollars per share)-$7.34-$0.67
Loss per share of Class A Common Stock, diluted (in dollars per share)-$7.34-$0.67
Weighted average shares of Class A Common Stock, basic (in shares)78.8M shares73.4M shares
Weighted average shares of Class A Common Stock, diluted (in shares)78.8M shares73.4M shares

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Corporate structure

Net Power Inc. sits at the top of its group. 2 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Net Power Inc.

  • Net Power Inc. Houston, Texas
    • Net Power Canada Ltd. Subsidiary · Canada

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Net Power Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, net$32.8M2 Dec 31, 2025$151.5M2 Dec 31, 2024−78.4%
Finance-lease assets$43.0K2 Dec 31, 2025$331.0K2 Dec 31, 2024−87.0%
Operating-lease assets (leased space)$551.0K2 Dec 31, 2025$2.7M2 Dec 31, 2024−79.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$199.4M2 Dec 31, 2025$329.2M2 Dec 31, 2024−39.4%
Marketable securities, current$138.5M2 Dec 31, 2025$78.3M2 Dec 31, 2024+76.7%
Marketable securities, non-current$38.2M2 Dec 31, 2025$22.6M2 Dec 31, 2024+69.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$02 Dec 31, 2025$359.8M2 Dec 31, 2024−100.0%
Intangible assets, net (excluding goodwill)$181.6M2 Dec 31, 2025$1.2B2 Dec 31, 2024−85.4%
Finite-lived intangibles, gross$185.1M2 Dec 31, 2025$1.3B2 Dec 31, 2024−86.3%
Accumulated amortization$3.5M2 Dec 31, 2025$105.1M2 Dec 31, 2024−96.7%
Finite-lived intangibles, net$181.6M2 Dec 31, 2025$1.2B2 Dec 31, 2024−85.4%

Properties, in its own words

Our corporate offices are in Durham, North Carolina, where we lease approximately 12,000 square feet under a lease that expires in December 2028, and in Houston, Texas, where we lease approximately 9,800 square feet under a lease that commenced in July 2024. The Houston office lease has an initial lease term of 68 months with an option to extend the term for an additional five years. Most of the facilities are used for our research and development and corporate operations.

Our La Porte Demonstration Facility is in La Porte, Texas, where we lease approximately 218,900 square feet of land from Air Liquide under a lease that expires on the earlier of (i) January 31, 2031 and (ii) the termination of our oxygen supply agreement with Air Liquide, pursuant to which Air Liquide supplies oxygen for our use at the La Porte Demonstration Facility. The term of the oxygen supply agreement is perpetual but may be terminated by us or by Air Liquide upon 30 days’ written notice.

The rest of Item 2

We believe these facilities are adequate to meet our current needs. However, in order to accommodate anticipated growth, we may need to seek additional facilities.

Item 2 of the 10-K filed Mar 9, 2026.5

Leadership

Who has led Net Power Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Daniel J. Rice Iv.2021–2023

President

  1. Kyle Derham2021
  2. Brian F. Allen2023–now

Chief financial officer

  1. Kyle Derham2021
  2. Akash S. Patel2023–2026
  3. Ned Leland Shuman2026–now

Chief operating officer

  1. Brian F. Allen2023–2025
  2. Marc Horstman2025–now
2025
Board members and other officers (18)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Net Power Canada Ltd. Canada4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Rice Acquisition Corp. IIMar 10, 2021 to Jun 7, 20233

Timeline

  1. Sep 11, 20268-K Entered a material agreement36
  2. Sep 3, 20268-K Entered a material agreement; Completed an acquisition or sale; Regulation FD disclosure37
  3. Aug 13, 20268-K Results of operations38
  4. Jun 5, 20268-K Shareholder vote39
  5. May 11, 20268-K Results of operations40
  6. Apr 13, 20268-K Executive or director change41
  7. Mar 9, 20268-K Results of operations42
  8. Jan 5, 20268-K Regulation FD disclosure43
  9. Nov 13, 20258-K Results of operations44
  10. Aug 11, 20258-K Results of operations45
  11. Jul 15, 20258-K Executive or director change46
  12. Jun 20, 20258-K Ended a material agreement47
  13. Jun 15, 2021New chief executive Daniel J. Rice Iv. becomes CEO14

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $5.84 a share, on Nov 13, 2025.48

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results38
  2. May 11, 2026Reported quarterly or annual results40
  3. Mar 9, 2026Reported quarterly or annual results42
  4. Nov 13, 2025Reported quarterly or annual results44
  5. Aug 11, 2025Reported quarterly or annual results45
  6. May 12, 2025Reported quarterly or annual results49
  7. Mar 10, 2025Reported quarterly or annual results50
  8. Nov 12, 2024Reported quarterly or annual results51

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

320 filings to the SEC since October 2021: 5 annual reports, 16 quarterly reports, 37 major events, 162 insider forms, 28 large holders, 72 other. The latest 20:

  1. Oct 8, 20264 OWNERSHIP DOCUMENT EDGAR
  2. Sep 11, 20268-K EDGAR
  3. Sep 10, 20264 OWNERSHIP DOCUMENT EDGAR
  4. Sep 10, 20264 OWNERSHIP DOCUMENT EDGAR
  5. Sep 3, 20268-K EDGAR
  6. Aug 31, 20264 EDGAR
  7. Aug 31, 20264 EDGAR
  8. Aug 31, 20264 EDGAR
  9. Aug 31, 20264 EDGAR
  10. Aug 27, 20264 OWNERSHIP DOCUMENT EDGAR
  11. Aug 27, 20264 OWNERSHIP DOCUMENT EDGAR
  12. Aug 17, 2026SCHEDULE 13D/A EDGAR
  13. Aug 14, 20264 OWNERSHIP DOCUMENT EDGAR
  14. Aug 14, 20264 OWNERSHIP DOCUMENT EDGAR
  15. Aug 13, 202610-Q EDGAR
  16. Aug 13, 20268-K EDGAR
  17. Aug 11, 20264 OWNERSHIP DOCUMENT EDGAR
  18. Aug 11, 20264 OWNERSHIP DOCUMENT EDGAR
  19. Aug 6, 20264 OWNERSHIP DOCUMENT EDGAR
  20. Aug 6, 20264 OWNERSHIP DOCUMENT EDGAR

The 320 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

195 open-market trades by officers, directors and large owners since October 2021: 0 buys and 195 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 9, 20268 Rivers Capital, LLC10% ownerSale150,000$1.84$276.0KForm 4
Sep 9, 2026NPEH, LLC10% ownerSale150,000$1.84$276.0KForm 4
Sep 8, 20268 Rivers Capital, LLC10% ownerSale100,000$1.94$194.0KForm 4
Sep 8, 2026NPEH, LLC10% ownerSale100,000$1.94$194.0KForm 4
Aug 26, 2026NPEH, LLC10% ownerSale41,350$1.91$79.0KForm 4
Aug 26, 2026BEAUCHAMP DAMIAN R.10% ownerSale41,350$1.91$79.0KForm 4
Aug 25, 2026NPEH, LLC10% ownerSale201,550$1.91$385.0KForm 4
Aug 25, 2026BEAUCHAMP DAMIAN R.10% ownerSale201,550$1.91$385.0KForm 4
Aug 14, 2026NPEH, LLC10% ownerSale507,100$1.95$988.8KForm 4
Aug 14, 20268 Rivers Capital, LLC10% ownerSale507,100$1.95$988.8KForm 4
Aug 13, 2026NPEH, LLC10% ownerSale200,000$1.62$324.0KForm 4
Aug 13, 20268 Rivers Capital, LLC10% ownerSale200,000$1.62$324.0KForm 4
Aug 12, 2026NPEH, LLC10% ownerSale50,000$1.63$81.5KForm 4
Aug 12, 20268 Rivers Capital, LLC10% ownerSale50,000$1.63$81.5KForm 4
Aug 11, 2026NPEH, LLC10% ownerSale35,000$1.60$56.0KForm 4
Aug 11, 2026BEAUCHAMP DAMIAN R.10% ownerSale35,000$1.60$56.0KForm 4
Aug 10, 2026NPEH, LLC10% ownerSale55,400$1.55$85.9KForm 4
Aug 10, 2026BEAUCHAMP DAMIAN R.10% ownerSale55,400$1.55$85.9KForm 4
Aug 7, 2026NPEH, LLC10% ownerSale60,345$1.53$92.3KForm 4
Aug 7, 2026BEAUCHAMP DAMIAN R.10% ownerSale60,345$1.53$92.3KForm 4

All 195 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Brian AllenFormer President and Chief Operating Officer$1.7M63
2025Marc HorstmanChief Operating Officer and President51$382.2K$1.6M63
2025Akash PatelFormer Chief Financial Officer$1.6M63
2025Daniel Joseph Rice, IVChief Executive Officer45$43.2K63
2024Daniel Joseph Rice, IVChief Executive Officer45$21.0M63
2024Brian AllenFormer President and Chief Operating Officer$413.8K$6.3M63
2024Akash PatelFormer Chief Financial Officer$415.0K$5.1M63

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Share Andrew L.9,767,500$16.3M8.4%No change
HITE Hedge Asset Management LLC2,852,670$4.8M0.3%+89,246
Adage Capital Partners Gp, L.l.c.2,840,000$4.7M0.0%+1,300,000
BlackRock, Inc.2,416,294$4.0M0.0%+273,378
Peak6 LLC1,985,754$3.3M0.1%−2,461
Vanguard Capital Management LLC1,802,372$3.0M0.0%+158,577
Defiance ETFs, LLC1,555,837$2.6M0.0%+1,022,584
Tidal Investments LLC1,546,562$2.6M0.0%+1,013,309
Sourcerock Group LLC1,400,110$2.3M0.1%−104,016
Geode Capital Management, LLC1,006,014$1.7M0.0%+145,628
Argentarii, LLC746,799$1.2M0.4%−1,850
Two Sigma Investments, LP660,570$1.1M0.0%−419,711
State Street Corp624,238$1.0M0.0%+10,704
UBS Group AG610,961$1.0M0.0%+241,088
D. E. Shaw & Co., Inc.412,502$688.9K0.0%+177,105
Tudor Investment Corp Et Al397,515$663.9K0.0%−33,638
Aqr Capital Management LLC385,283$643.4K0.0%+231,790
Renaissance Technologies LLC354,206$591.5K0.0%−349,594
Northern Trust Corp334,814$559.1K0.0%+42,790
Vanguard Portfolio Management LLC324,611$542.1K0.0%+59,912
Nuveen, LLC288,876$482.4K0.0%−424,884
Charles Schwab Investment Management Inc288,276$481.4K0.0%+18,758
Vanguard Fiduciary Trust Co282,441$471.7K0.0%+33,418
Morgan Stanley270,736$452.1K0.0%+86,941
Boothbay Fund Management, LLC263,298$439.7K0.0%−32,653

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Net Power Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARNet Power Inc.1
  • CIK0001845437
  • Employer ID (EIN)98-15806125
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)3620 Electrical Industrial Apparatus1
  • SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
  • Business address11700 Katy Freeway, Suite 700, Houston, TX 770791
  • Phone88832367971
  • Shares outstanding84,687,931 Common Class A shares; 139,727,880 Common Class B shares as of Mar 5, 20265
  • Public float$73.8M as of Jun 30, 20255
  • AuditorKPMG LLP, Houston, Texas PCAOB ID 185; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceMar 10, 20211
  • Filings349 in all: 4 (138), 8-K (40), 3 (28), 10-Q (17), 425 (14), CORRESP (13), UPLOAD (10), 424B3 (9)1
    All 35 form types

    SCHEDULE 13D/A (8), SC 13G (7), SC 13G/A (7), EFFECT (6), 10-K (5), 144 (5), S-1/A (5), S-4/A (5), SC 13D/A (4), 4/A (3), DEF 14A (3), SC 13D (3), ARS (2), DEFA14A (2), POS AM (2), S-1 (2), 10-Q/A (1), 25-NSE (1), 424B4 (1), 8-A12B (1), CERT (1), DEL AM (1), POS EX (1), S-1MEF (1), S-3 (1), S-4 (1), S-8 (1)

  • Latest filingsAnnual report (10-K) Mar 9, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Apr 23, 2026
    Latest 8-K (8-K) Sep 11, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common StockNPWRThe New York Stock Exchange
Warrants, each exercisable for one share ofClass A Common Stock at a price of $11.50NPWR-WTThe New York Stock Exchange

From the cover page of the 10-K filed Mar 9, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Net Power Inc. names in Item 1A of its 10-K filed Mar 9, 2026: 51 risks under these headings, as written.5

  • Risks Related to Our Business and Our Industry
  • We have incurred significant losses since inception, we anticipate that we will continue to incur losses in the future, and we may not be able to achieve or maintain profitability.
  • We recently broadened the scope of our business, and we may not be able to successfully execute on our broadened business strategy in a cost-effective manner. If we fail to execute on our broadened business strategy, for whatever reason, it could materially and adversely affect our business and results of operations.
  • The commercial viability of our power plants is dependent upon the willingness of our customers to pay a premium for clean energy as compared to the price paid for unabated natural gas-fueled power.
  • We intend to license from Entropy its PCC technology to integrate into our power plants to reduce CO2 emissions. To the extent we are unable to finalize agreements with Entropy for the licensing of such PCC technology, our business and results of operation will be adversely impacted.
  • We and our partners may be unable to adequately control or accurately predict the costs associated with the development of our projects.
  • We may be unable to manage our future growth effectively, and such inability could make it difficult to execute our business strategy.
  • The projects we are developing will rely on complex machinery for their operation, and deployment involves a significant degree of risk and uncertainty in terms of operational performance and costs.
  • If we, our partners or our third-party suppliers experience any delays in the development and manufacturing of key components of our power plants, our business and financial condition may be adversely impacted.
  • We and our partners may not be able to establish supply relationships for necessary components or may be required to pay costs for components that are higher than anticipated, and such inability or increased costs could delay the deployment of our power plants and negatively impact our business.
  • Our commercialization strategy relies heavily on our relationship with certain strategic investors and partners, who may have interests that diverge from ours and who may not be easily replaced if our relationships terminate, and any such divergent interests or inability to replace could adversely impact our business and financial condition.
  • We may pursue the development of Net Power plants through joint ventures, which may lead to disagreements with our joint venture partners and adversely affect our interest in the joint ventures.
The other 40 risks
  • Lack of availability or increased costs of component raw materials may affect manufacturing processes for plant equipment and increase our overall costs.
  • Our proposed power plants will be reliant on certain supply, including natural gas, and the profitability of our power plants will be dependent on the price of such supply. The increased cost of natural gas and other raw materials, in isolation or relative to other energy sources, may adversely affect the potential profitability and cost effectiveness of our power plants.
  • Manufacturing and transportation of key equipment may be dependent on open global supply chains. Supply chain issues could negatively impact deployment schedules.
  • Manufacturing and construction issues not identified prior to design finalization, long-lead procurement and/or module fabrication could potentially be realized during production, fabrication or construction and may impact plant deployment cost and schedule, and such impact could adversely impact our business.
  • Our future facilities and operations could be damaged or otherwise adversely affected as a result of natural disasters and other catastrophic events, and such adverse effects would negatively impact our ability to develop key process equipment and technologies within our anticipated timeline and budget.
  • We may not be able to accurately estimate the future demand for our power plants, and such inability could result in a variety of inefficiencies in our business and could hinder our ability to generate revenue. If we fail
  • to accurately predict market demand, we could incur additional costs or experience delays, adversely impacting our business and financial condition.
  • We are highly dependent on our senior management team, key employees and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy and our ability to compete may be harmed.
  • Conflicts of interest may arise because several directors on the Board were designated by the Principal Legacy Net Power Holders and Sponsor.
  • Despite implementing and maintaining industry standard security measures and controls, the website, systems, and data we maintain may be subject to intentional disruption, other security incidents or alleged
  • violations of laws, regulations or other obligations relating to data handling that could result in liability and adversely impact our reputation and future sales.
  • We have incurred and may in the future incur losses due to an impairment in the carrying value of our long-lived assets.
  • Risks Related to Our Market
  • The market for power plants implementing PCC technology is not yet established, and there is limited infrastructure to efficiently transport and store carbon dioxide. If the market for power plants implementing PCC technology does not achieve the growth potential we expect or if it grows more slowly than expected, it could materially and adversely affect our business.
  • The energy market continues to evolve and is highly competitive, so we may not be successful in competing in this industry or in establishing and maintaining confidence in our long-term business prospects among current partners, future partners and customers. The development and adoption of competing technology could materially and adversely affect the market for our technology.
  • Risks Related to Government Regulation
  • Our business relies on the deployment of power plants that are subject to a wide variety of extensive and evolving government laws and regulations, including environmental laws and regulations. Changes in and/or failure to comply with such laws and regulations could have a material adverse effect on our business.
  • We must obtain regulatory approvals and permits before we construct power plants, and approvals may be denied or delayed.
  • Changes in laws and regulations and electric market rules and protocols regarding the requirements for interconnection to the electric transmission grid and the commercial operation of our power generation projects could affect the cost, timing, and economic results of conducting our operations.
  • We may encounter substantial delays in the design, manufacture, regulatory approval and launch of power plants, and that could prevent us from commercializing and deploying our power plants on a timely basis, if at all.
  • We are subject to environmental, health, and safety laws and to regulations including, if applicable, remediation matters that could adversely affect our business, results of operation and reputation.
  • Transition risks related to climate change, including negative shifts in investor, regulator, and broader public sentiment with respect to fossil fuels, could have a material and adverse effects on us.
  • Restrictions on the ability to procure natural gas, including its production and delivery, and the ability to construct carbon sequestration facilities, could adversely impact our business.
  • We may be subject to new, stricter measures and/or regulatory requirements for the mitigation or reduction of greenhouse gas emissions that could require radical changes to development models and adversely affect our business, reputation, and operations.
  • We are exposed to price volatility risks related to incentives.
  • Any potential changes or reductions in available government incentives promoting projects that reduce greenhouse gas emissions may adversely affect our ability to grow our business.
  • We may not be able to utilize any future federal income tax credits.
  • Risks Related to Intellectual Property
  • We are developing Net Power-owned intellectual property, but we rely heavily on the intellectual property we have in-licensed. The ability to protect these patents, patent applications, and other proprietary rights may be challenged by our inability or failure to obtain, maintain, protect, defend, and enforce, exposing us to possible material adverse impacts on our business, competitive position, and operating results.
  • Third parties may successfully challenge or invalidate our rights or ability to use in-licensed intellectual property.
  • Despite actively monitoring for potential third-party infringement, misappropriation, dilution or other violations of our intellectual property rights, there could be activities that could diminish the value of our services, brands, or goodwill and that cause a decline in our revenue.
  • Our patent applications may not result in issued patents and our patent rights may be contested, circumvented, invalidated, or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with commercialization of our technology.
  • We maintain certain technology as trade secrets and others could independently develop competing or similar technologies, allowing others to develop plants without our license if our other intellectual property rights are insufficient to prevent such unlicensed development and deployment of plants.
  • A number of foreign countries do not protect intellectual property rights to the same extent as the U.S., and, so, our intellectual property rights may not be as strong or as easily enforced outside of the U.S.
  • The information technology systems and data that we maintain may be subject to intentional or inadvertent disruption, other security incidents or alleged violations of laws, regulations or other obligations relating to data handling that could result in regulatory investigations or actions, litigation, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse business consequences.
  • Risks Relating to Our Organizational Structure
  • Net Power Inc. is a holding company and its only material asset is its interest in OpCo, and it is accordingly dependent upon distributions made by OpCo and its subsidiaries to pay taxes and pay dividends (it being understood that we do not anticipate paying any cash dividends on the Class A Common Stock in the foreseeable future).
  • The organizational structure of Net Power confers certain benefits upon the holders of shares of Class B Common Stock and OpCo Units (which includes the Legacy Net Power Holders) that will not benefit the holders of shares of Class A Common Stock to the same extent.
  • Risks Related to Governance
  • Concentration of ownership among the Principal Legacy Net Power Holders may prevent new investors from influencing significant corporate decisions.
  • We are an “emerging growth company” and a “smaller reporting company” and, if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with certain other public companies.
  • If we fail to maintain effective internal control over financial reporting and effective disclosure controls and procedures, we may not be able to accurately report our financial results in a timely manner or prevent fraud, and such inability may adversely affect investor confidence in our company.
  • Our Certificate of Incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for certain disputes between us and our stockholders, and such provision could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or with our directors, officers or employees.
  • The Warrant Agreement designates the courts of the State of New York or the U.S. District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
  • Delaware law and our governing documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and that could delay or discourage takeover attempts that stockholders may consider favorable.

Legal proceedings

From time to time, we are party to certain legal actions and claims. Other than any such ordinary routine litigation incidental to the business and except as described below, we are not currently a party to, nor is our property currently subject to, any material legal proceedings, and we are not aware of any such proceedings contemplated by governmental authorities.

On April 18, 2025, an alleged stockholder (the “Plaintiff”), individually and on behalf of all others similarly situated, filed a putative class action complaint for violation of federal securities laws against us, our Chief Executive Officer, President and Interim Chief Financial Officer, our former Chief Financial Officer and our former President and Chief Operating Officer (collectively, the “Defendants”) in the United States District Court for the Middle District of North Carolina (the “Complaint”). The Complaint purports to bring a federal securities class action on behalf of a class of persons and entities other than the Defendants who acquired our securities between June 9, 2023 and March 7, 2025 and asserts violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. The Complaint alleges, among other things, that the Defendants made materially false and misleading statements related to our business, operations and prospects, including the timing and costs of developing Project Permian. The Plaintiff seeks, among other things, certification of a class, an award of unspecified compensatory damages, interest, costs and expenses, including attorneys’ fees and expert fees.

The opening of Item 3, Legal Proceedings.5

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