SEC Form 10-Q filed by NET Power Inc.

11/13/25 4:18:52 PM ET

Industrial Machinery/Components

Energy

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npwr-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 001-40503

NET Power Inc.

(Exact name of registrant as specified in its charter)


Delaware			98-1580612
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
320 Roney St. Suite 200 Durham, North Carolina			27701
(Address of Principal Executive Offices)			(Zip Code)

(919) 287-4750

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	NPWR	The New York Stock Exchange
Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50	NPWR-WT	The New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The registrant had outstanding 83,919,757 shares of Class A Common Stock and 138,222,322 shares of Class B Common Stock as of November 11, 2025.

TABLE OF CONTENTS


		Page
	Certain Defined Terms	1
	Cautionary Note Regarding Forward-Looking Statements	2

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss	5
	Condensed Consolidated Statements of Mezzanine Shareholders' Equity and Shareholders' Equity	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40
Signatures		41


	September 30,		December 31,
	2025		2024
ASSETS
Current assets
Cash and cash equivalents	$	229,315	$	329,230
Short-term investments	—		100,000
Investments in securities, available-for-sale	136,078		78,344

Interest receivable	1,470		3,682
Prepaid expenses and other current assets	2,727		1,774
Total current assets	369,590		513,030
Long-term assets
Restricted cash	2,482		2,446
Investments in securities, available-for-sale	56,144		22,628
Intangible assets, net	184,051		1,241,343
Goodwill	—		359,847
Property, plant, and equipment, net	16,345		151,470
Operating lease right-of-use assets	589		2,699
Other long-term assets	694		652
Total assets	$	629,895	$	2,294,115

LIABILITIES, MEZZANINE SHAREHOLDERS' EQUITY, AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable	$	1,314	$	3,092
Accrued liabilities	11,460		7,407
Due to related parties	8,222		6,537
Operating lease liabilities, current portion	1,066		683
Finance lease liabilities, current portion	172		187
Earnout Shares liability	55		—
Total current liabilities	22,289		17,906

Earnout Shares liability	—		1,958
Warrant liability	16,929		81,283
Asset retirement obligation	3,511		3,265
Non-current operating lease liabilities	2,776		2,125
Non-current finance lease liabilities	—		110
Tax Receivable Agreement liability	—		20,974
Deferred taxes	1,902		4,306
Total liabilities	47,407		131,927

Commitments and contingencies (Note 15)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue	$	—	$	12	$	—	$	250
Cost of revenue	—		1		—		31

Gross profit	—		11		—		219

Operating expenses
General and administrative	9,108		8,448		31,378		22,643
Sales and marketing	1,395		1,032		4,074		2,660
Research and development	24,543		17,333		73,761		44,083
Project development	10,032		233		41,719		1,426
Impairment and other charges	1,095,839		—		1,511,735		—
Depreciation, amortization, and accretion	15,580		20,210		58,936		60,289
Total operating expenses	1,156,497		47,256		1,721,603		131,101

Operating loss	(1,156,497)		(47,245)		(1,721,603)		(130,882)

Other income (expense)
Interest income	4,835		7,992		16,179		24,712
Change in Earnout Shares liability and Warrant liability	(9,323)		27,690		66,257		29,361
Change in Tax Receivable Agreement liability	—		—		21,317		—
Other income	2		3		8		10
Net other income (expense)	(4,486)		35,685		103,761		54,083

Net loss before income tax	(1,160,983)		(11,560)		(1,617,842)		(76,799)
Income tax benefit	1,177		4,746		2,403		11,137
Net loss after income tax	(1,159,806)		(6,814)		(1,615,439)		(65,662)
Net loss attributable to non-controlling interests	(748,308)		(7,632)		(1,056,449)		(50,791)
Net income (loss) attributable to NET Power Inc.	$	(411,498)	$	818	$	(558,990)	$	(14,871)

Other comprehensive income
Unrealized gain on investments	163		528		245		461

Total other comprehensive income	163		528		245		461

Comprehensive loss	(1,159,643)		(6,286)		(1,615,194)		(65,201)
Comprehensive loss attributable to non-controlling interests	(748,203)		(7,284)		(1,056,291)		(50,487)
Comprehensive income (loss) attributable to NET Power Inc.	$	(411,440)	$	998	$	(558,903)	$	(14,714)

Earnings (loss) per share of Class A Common Stock, basic and diluted	$	(5.28)	$	0.01	$	(7.21)	$	(0.21)

Weighted average shares of Class A Common Stock, basic and diluted	77,883		73,537		77,530		72,541


	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Shareholders' Equity		Non-controlling Interests - Mezzanine Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2024	76,760	$	8	139,691	$	14	$	771,594	$	32	$	(116,044)	$	655,604	$	1,506,584
Redemption of Class B Common Stock	300	—		(300)	—		1,489		—		—		1,489		(1,489)
Issuance of Class A Common Stock and reallocation of book value	3	—		—	—		41		—		—		41		(14)


Increase in Tax Receivable Agreement liability from qualifying exchanges	—	—		—	—		(343)		—		—		(343)		—
Unrealized gain on investments	—	—		—	—		—		6		—		6		10
Amortization of share-based payments	—	—		1,175	—		1,172		—		—		1,172		9,053
Adjustment of redeemable non-controlling interest to book value	—	—		—	—		98,592		—		—		98,592		(98,592)

Net loss	—	—		—	—		—		—		(119,350)		(119,350)		(254,236)
Balance at March 31, 2025	77,063	$	8	140,566	$	14	$	872,545	$	38	$	(235,394)	$	637,211	$	1,161,316
Redemption of Class B Common Stock	473	—		(474)	—		2,148		—		—		2,148		(2,148)
Issuance of Class A Common Stock and reallocation of book value	343	—		—	—		1,553		—		—		1,553		(1,559)



Unrealized gain on investments	—	—		—	—		—		23		—		23		43
Amortization of share-based payments	—	—		1,248	—		3,407		—		—		3,407		10,532

Net loss	—	—		—	—		—		—		(28,142)		(28,142)		(53,905)
Balance at June 30, 2025	77,879	$	8	141,340	$	14	$	879,653	$	61	$	(263,536)	$	616,200	$	1,114,279
Redemption of Class B Common Stock	—	—			—		—		—		—		—		—
Issuance of Class A Common Stock and reallocation of book value	4	—		—	—		(875)		—		—		(875)		870


Unrealized gain on investments	—	—		—	—		—		58		—		58		105
Amortization of share-based payments	—	—		1,562	—		2,511		—		—		2,511		9,146
Adjustment of redeemable non-controlling interest to redemption value	—	—		—	—		(62,634)		—		—		(62,634)		62,634
Net loss	—	—		—	—		—		—		(411,498)		(411,498)		(748,308)
Balance at September 30, 2025	77,883	$	8	142,902	$	14	$	818,655	$	119	$	(675,034)	$	143,762	$	438,726



$ in thousands	Carrying Amount		Impairment		New Carrying Amount
Intangible assets, net	$	1,197,106	$	(1,012,344)	$	184,762
Property, plant, and equipment, net	94,838		(80,201)		14,637
Operating lease right-of-use assets	3,895		(3,294)		601
Total	$	1,295,839	$	(1,095,839)	$	200,000


$ in thousands	September 30, 2025
Current assets	Amortized Cost		Unrealized Gain		Fair Value
Corporate bonds	$	32,370	$	45	$	32,415
Commercial paper	23,423		—		23,423
U.S. treasuries	80,118		122		80,240
Total	$	135,911	$	167	$	136,078

Long-term assets	Amortized Cost		Unrealized Gain		Fair Value
Corporate bonds	$	31,267	$	122	$	31,389

U.S. treasuries	24,636		119		24,755
Total	$	55,903	$	241	$	56,144


$ in thousands	December 31, 2024
Current assets	Amortized Cost		Unrealized Gain		Fair Value
Corporate bonds	$	11,006	$	15	$	11,021
Commercial paper	8,629		—		8,629
U.S. treasuries	58,637		57		58,694
Total	$	78,272	$	72	$	78,344

Long-term assets	Amortized Cost		Unrealized Gain		Fair Value


U.S. treasuries	$	22,538	$	90	$	22,628
Total	$	22,538	$	90	$	22,628


	September 30, 2025		December 31, 2024
Term (in years)	2.69		3.44
Volatility	99.0	%	59.3	%
Risk-free rate	3.5	%	4.2	%


Remaining 2025	$	2,644
2026	10,489
2027	10,489
2028	10,518
2029	10,447
2030 and thereafter	139,464
Total	$	184,051


Weighted average expected life	3 years
Risk-free interest rates	3.9	%
Expected volatility	80.0	%


In thousands, except per share data	Quantity	Weighted-Average Grant Date Fair Value Per Share

Unvested, beginning of period	128	$	16.24
Granted	524	2.89
Forfeited	(330)	5.03

Unvested, end of period	322	$	6.00


	Nine Months Ended September 30,
	2025		2024






















Supplemental non-cash investing and financing activities:

Change in accruals for capital expenditures	$	(1,609)	$	3,826
Tax-related partnership distribution	—		4,130
Operating lease right-of use asset acquired	1,591		897
Finance lease right-of-use asset acquired	—		349



Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheet:
Cash and cash equivalents	$	229,315	$	386,257
Restricted cash	2,482		2,432
Total cash, cash equivalents, and restricted cash	$	231,797	$	388,689


		September 30,		December 31,
$ in thousands	Level	2025		2024
Assets
Available-for-sale investments	1	$	192,222	$	100,972
Short-term investments	2	—		100,000
Total assets		$	192,222	$	200,972

Liabilities
Public Warrants	1	$	6,465	$	31,034
Private Placement Warrants	3	10,464		50,249
Earnout Shares	3	55		1,958

Total liabilities		$	16,984	$	83,241


	September 30,		December 31,
$ in thousands	2025		2024
Demonstration Plant	$	13,739	$	122,845
Furniture and equipment	133		1,069
Assets acquired under finance lease	45		349
Construction-in-progress	2,672		48,438
Total property, plant, and equipment, gross	16,589		172,701
Accumulated depreciation and amortization (1)	(244)		(21,231)
Total property, plant, and equipment, net	$	16,345	$	151,470


In thousands	September 30,
Anti-Dilutive Instruments	2025	2024
Public Warrants	8,621	8,622
Private Placement Warrants	10,900	10,900
Earnout Shares	329	329
BHES Bonus Shares	2,068	2,068
Unvested Class A OpCo Units	—	242
Vested Class A OpCo Units	143,930	140,630
Unvested RSUs	2,219	871
Unvested PSUs	322	128
Make-Whole Awards	1,257	1,179
Stock Options	6,482	2,460

Total	176,128	167,429


In thousands, except per share data	Quantity	Weighted-Average Exercise Price Per Share


Unvested, beginning of period	2,460		$	11.30
Granted	4,163		2.14
Forfeited	(141)		2.13
Unvested, end of period	6,482		$	5.62


	Quantity		Expense Recognized
	Three Months Ended September 30,		Three Months Ended September 30,
in thousands	2025	2024	2025		2024
Class A OpCo Units	1,357	1,030	$	8,971	$	6,807
Class B Common Stock	1,357	1,030	—		—
Total			$	8,971	$	6,807


$ in thousands	Compensation Cost Incurred To Date		Remaining Compensation Cost		Total Compensation Cost
BHES JDA	$	24,390	$	2,955	$	27,345


	Three Months Ended September 30,				$ Change		% Change
$ in thousands	2025		2024

Revenue	$	—	$	12	$	(12)	(100)	%
Cost of revenue	—		1		(1)		(100)	%
Gross profit	—		11
Operating expenses
General and administrative	9,108		8,448		660		8	%
Sales and marketing	1,395		1,032		363		35	%
Research and development	24,543		17,333		7,210		42	%
Project development	10,032		233		9,799		4,206	%
Impairment and other charges	1,095,839		—		1,095,839		n/a
Depreciation, amortization, and accretion	15,580		20,210		(4,630)		(23)	%
Total operating expenses	1,156,497		47,256
Operating loss	(1,156,497)		(47,245)
Other income (expense)
Interest income	4,835		7,992		(3,157)		(40)	%
Change in Earnout Shares liability and Warrant liability	(9,323)		27,690		(37,013)		(134)	%

Other income	2		3		(1)		(33)	%
Net other income (expense)	(4,486)		35,685
Net loss before income tax	(1,160,983)		(11,560)
Income tax benefit	1,177		4,746		(3,569)		(75)	%
Net loss after income tax	(1,159,806)		(6,814)
Net loss attributable to non-controlling interests	(748,308)		(7,632)
Net income (loss) attributable to NET Power Inc.	$	(411,498)	$	818


Exhibit Number			Description
2.1+			Business Combination Agreement, dated as of December 13, 2022, by and among Rice Acquisition Corp. II, Rice Acquisition Holdings II LLC, Topo Buyer Co, LLC, Topo Merger Sub, LLC and NET Power, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2022).
2.2			First Amendment to the Business Combination Agreement, dated as of April 23, 2023, by and among Topo Buyer Co, LLC and NET Power, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 24, 2023).
3.1			Certificate of Incorporation of NET Power Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2023).
3.2			Bylaws of NET Power Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2023).
31.1			Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			Inline XBRL Instance Document.
101.SCH			Inline XBRL Taxonomy Extension Schema Document.
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
0.104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


+			Certain schedules or similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or similar attachment to the SEC upon request.

Date	Price Target	Rating	Analyst
11/14/2025		Underweight → Equal Weight	Barclays
4/23/2025	$3.00 → $2.00	Equal Weight → Underweight	Barclays
3/11/2025		Neutral → Buy	Citigroup
4/10/2024	$13.00	Equal Weight	Barclays
7/14/2023	$36.00	Buy	Janney
7/5/2023	$15.00	Neutral	Citigroup
6/29/2023		Overweight	CapitalOne

SEC Form 10-Q filed by NET Power Inc.

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