UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

NET POWER INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND

2026 PROXY STATEMENT

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NOTICE OF 2026

ANNUAL MEETING OF STOCKHOLDERS


Date: June 3, 2026 Time: 10:00 a.m. Eastern Time Place: 320 Roney Street, Suite 200 Durham, NC 27701 Record Date: April 10, 2026			Items of Business: 1. To elect the three directors named in the Proxy Statement to serve as Class III directors until the 2029 annual meeting of stockholders or until their respective successors are elected and qualified 2. To ratify the appointment of KPMG LLP as our independent auditor for the fiscal year ending December 31, 2026 3. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof

The Board of Directors has fixed April 10, 2026 as the record date for determining stockholders entitled to receive notice of, and to vote at, the 2026 annual meeting of stockholders (“Annual Meeting” or “Annual Meeting of Stockholders”) or any adjournment or postponement thereof. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting.

YOUR VOTE IS IMPORTANT


			www.proxyvote.com						1-800-690-6903

			Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717

Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting of Stockholders to be Held on June 3, 2026. The Proxy Statement is available at www.proxyvote.com.

By Order of the Board of Directors

Peter J. (Jeff) Bennett

Chairman

April 23, 2026

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PROXY STATEMENT SUMMARY

VOTING MATTERS


	Items of Business:	Our Board of Directors Recommends You Vote:	Page Reference (for more detail)
1	To elect the three directors named in the Proxy Statement to serve as Class III directors until the 2029 annual meeting of stockholders or until their respective successors are elected and qualified	FOR the election of each director nominee	4

2	To ratify the appointment of KPMG LLP as our independent auditor for the fiscal year ending December 31, 2026	FOR the ratification of the appointment	33

3	To transact such other business as may properly come before the meeting or any adjournment or postponement thereof

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ANNUAL MEETING INFORMATION			1
General			1
Explanatory Note			1
Voting at the Annual Meeting			1
Outstanding Securities and Quorum			1
Proxy Voting			1
Participating in the Annual Meeting			2
Voting Standard			3
Revocation			3

ITEM 1-ELECTION OF DIRECTORS			4

CORPORATE GOVERNANCE: THE BOARD			5
Director Qualifications and Experience			5
Biographical Information of Directors			7
Board Composition			11
Board Leadership			11
Director Independence			12
Risk Oversight			12
Board Committees			12
Code of Ethics			14
Corporate Governance Guidelines			14
Director Nominations			14
Stockholder Engagement			15
Insider Trading Policy and Prohibition on Hedging and Other Transactions			15
Corporate Governance Documents			15

CORPORATE GOVERNANCE: EXECUTIVE OFFICERS			17

EXECUTIVE AND DIRECTOR COMPENSATION			18

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			25
Related Party Transactions			25
Related-Person Transactions Policy			29

BENEFICIAL OWNERSHIP OF SHARES			31

ITEM 2-RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITOR			33
2025 Change of Auditors			33

AUDITORS			34
Fee Information			34
Pre-Approval Policies and Procedures			34

AUDIT COMMITTEE REPORT			35

OTHER INFORMATION			36
Expenses of Solicitation			36
Other Matters			36
Proposals of Stockholders			36
Householding; Availability of Annual Report on Form 10-K and Proxy Statement			37

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This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts made in this document are forward-looking. We use words such as anticipates, believes, could, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations include risks relating to the uncertainty of the projected financial information with respect to us and risks related to our ability to meet its projections; the capital-intensive nature of our business model, which will likely require us to raise additional capital in the future; our ability to effectively secure licenses for third-party post-combustion carbon capture technology and to integrate such technology in our projects; barriers we may face in our attempts to deploy and commercialize our technology; the complexity of the machinery we rely on for our operations and development, including post-combustion carbon capture technology; our ability to adequately control or accurately predict the costs associated with our projects; barriers that we may face in our attempts to deploy projects; the complexity of the machinery we rely on for our operations and development; potential changes and/or delays in site selection and construction that result from regulatory, logistical, and financing challenges; our ability to establish and maintain supply relationships; risks related to strategic investors and partners, including potential conflicts of interests between us and such investors and partners; our ability to successfully commercialize our operations; the lack of federal support for clean energy technology by the Trump administration; the availability and cost of technological components and raw materials for our projects; the impact of potential delays in discovering manufacturing and construction issues; the ability of our commercial plants to efficiently provide net power output; the impact of public perception of fossil fuel-derived energy on our business; any political or other disruptions in gas producing nations; our ability to protect our intellectual property and the intellectual property we licenses; risks relating to data privacy and cybersecurity, including the potential for cyberattacks or security incidents that could disrupt our or our service providers’ operations; current and potential litigation that has been and may be instituted against us; and other risks and uncertainties described under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended December 31, 2025, our subsequent quarterly reports on Form 10-Q, and in our other filings made with the SEC from time to time, which are available via the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. We do not give any assurance that we will achieve our expectations.

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Certain Defined Terms

Unless otherwise expressly stated or, unless the context otherwise requires, references in this Proxy Statement to:

•	“8 Rivers” means 8 Rivers Capital, LLC, a Delaware limited liability company (a company controlled by SK Inc.);

•	“Amended and Restated JDA” means the Amended and Restated Joint Development Agreement, dated December 13, 2022, by and among Old Net Power, RONI, RONI OpCo, NPI and NPT, as amended, supplemented or otherwise modified from time to time in accordance with its terms;

•	“Baker Hughes” or “BH” means Baker Hughes Company, a Delaware corporation;

•	“BHES” means Baker Hughes Energy Services LLC, a Delaware limited liability company and affiliate of Baker Hughes;

•	“BHES JDA” means collectively, the Original JDA and the Amended and Restated JDA;

•	“Board” or “Board of Directors” means the board of directors of the Company;

•

“Business Combination Agreement” means the Business Combination Agreement, dated as of December 13, 2022, by and among RONI, RONI OpCo, Buyer, Merger Sub and Old Net Power, as amended by the First Amendment to the Business Combination Agreement, dated as of April 23, 2023, by and between Buyer and Old Net Power;

•	“Business Combination” means the Domestications, the Merger and other transactions contemplated by the Business Combination Agreement, collectively;

•	“Buyer” means Topo Buyer Co, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of OpCo (following the Domestications) or of RONI OpCo (prior to the Domestications);

•	“Class A Common Stock” means the Class A Common Stock, par value $0.0001 per share, of Net Power;

•	“Class B Common Stock” means the Class B Common Stock, par value $0.0001 per share, of Net Power;

•	“Closing” means the consummation of the Business Combination contemplated by the Business Combination Agreement;

•	“Closing Date” means June 8, 2023, the date on which the Closing occurred;

•	“Common Stock” means the Class A Common Stock and Class B Common Stock;

•	“Company,” “our,” “we” or “us” means, prior to the Business Combination, RONI or Old Net Power, as the context suggests, and, following the Business Combination, NET Power Inc., in each case, with its consolidated subsidiaries;

•	“Constellation” means Constellation Energy Generation, LLC, a Pennsylvania limited liability company formerly known as Exelon Generation Company, LLC;

•	“Domestication” means the change of RONI’s jurisdiction of registration by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation registered under the laws of the State of Delaware, upon which RONI changed its name to NET Power Inc.;

•	“Domestications” means the Domestication and the OpCo Domestication;

•	“Exchange Act” means the Securities Exchange Act of 1934, as amended;

•	“Legacy Net Power Holders” means the holders of equity securities of Old Net Power prior to the consummation of the Merger;

•	“Merger” means the merger of Merger Sub with and into Old Net Power pursuant to the Business Combination Agreement, in which Old Net Power survived and became a direct, wholly owned subsidiary of Buyer;

•	“Merger Sub” means Topo Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Buyer;

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•	“Net Power” means NET Power Inc., a Delaware corporation (f/k/a Rice Acquisition Corp. II), with its consolidated subsidiaries (unless the context otherwise indicates), upon and after the Domestication;

•	“NPEH” means NPEH, LLC, a Delaware limited liability company;

•	“NPI” means Nuovo Pignone International, S.r.l., an Italian limited liability company and affiliate of Baker Hughes;

•	“NPT” means Nuovo Pignone Tecnologie S.r.l., an Italian limited liability company and affiliate of Baker Hughes;

•	“NYSE” means the New York Stock Exchange;

•	“Occidental” means Occidental Petroleum Corporation;

•	“Old Net Power” means, prior to the consummation of the Merger, NET Power, LLC, a Delaware limited liability company;

•	“OpCo” means NET Power Operations LLC, a Delaware limited liability company (f/k/a Rice Acquisition Holdings II LLC), upon and after the OpCo Domestication;

•

“OpCo Domestication” means the change of RONI OpCo’s jurisdiction of registration by deregistering as a Cayman Islands exempted company and continuing and domesticating as a limited liability company registered under the laws of the State of Delaware, upon which RONI OpCo changed its name to NET Power Operations LLC;

•

“OpCo LLC Agreement” means, (1) prior to January 17, 2025, the Second Amended and Restated Limited Liability Company Agreement of OpCo, dated as of June 8, 2023, which was entered into in connection with the Closing, and (2) beginning on January 17, 2025, the Third Amended and Restated Limited Liability Company Agreement of OpCo, dated as of January 17, 2025;

•	“OpCo Unitholder” means a holder of OpCo Units;

•	“OpCo Units” means the units of OpCo;

•	“Original JDA” means the Joint Development Agreement, dated February 3, 2022, by and among Old Net Power, NPI and NPT, as amended by the First Amendment to Joint Development Agreement, dated effective June 30, 2022, by and among the same parties;

•	“OXY” means OLCV NET Power, LLC, a Delaware limited liability company;

•	“Principal Legacy Net Power Holders” means OXY, Constellation and 8 Rivers (through NPEH);

•	“RONI” means Rice Acquisition Corp. II, a Cayman Islands exempted company, prior to the Domestication;

•	“RONI OpCo” means Rice Acquisition Holdings II LLC, a Cayman Islands limited liability company and direct subsidiary of RONI, prior to the Domestications;

•	“SEC” means the U.S. Securities and Exchange Commission; and

•	“Sponsor” means Rice Acquisition Sponsor II LLC, a Delaware limited liability company.

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PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 3, 2026

ANNUAL MEETING INFORMATION

General

The enclosed proxy is solicited by the Board of Directors (the “Board” or “Board of Directors”) of NET Power Inc. (“Net Power” or the “Company” or “we”) for the Annual Meeting of Stockholders to be held at 10:00 a.m., Eastern Time, on June 3, 2026, and any adjournment or postponement thereof. We will conduct the Annual Meeting at our principal executive offices, which are located at 320 Roney Street, Suite 200, Durham, North Carolina 27701. This Proxy Statement is first being made available to our stockholders on or about April 23, 2026.

Explanatory Note

We are an “emerging growth company” under applicable federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this Proxy Statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Exchange Act. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an “emerging growth company” until December 31, 2026.

Voting at the Annual Meeting

The Company’s Class A Common Stock and Class B Common Stock are the only classes of securities that entitle holders to vote generally at meetings of the Company’s stockholders. Holders of Class A Common Stock and Class B Common Stock will vote together as a single class on all matters presented at the Annual Meeting.

Outstanding Securities and Quorum

Only holders of record of our Common Stock at the close of business on April 10, 2026, the record date, will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 224,761,681 shares of Common Stock, consisting of 88,383,801 shares of Class A Common Stock and 136,377,880 shares of Class B Common Stock, outstanding and entitled to vote. Each share of Common Stock is entitled to one vote for each director nominee and one vote for each other item to be voted on at the Annual Meeting. A majority of the outstanding shares of Common Stock entitled to vote, present or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions and broker nonvotes will be included in determining the presence of a quorum for the Annual Meeting.

Proxy Voting

Shares that are properly voted via the Internet, mobile device, or by telephone or for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted in accordance with the Board’s recommendations as follows: “FOR” the election of each of the nominees to the Board named herein and “FOR” the ratification of the appointment of our independent auditor. It is not expected that any additional matters will be brought before the Annual Meeting, but if other matters are properly presented, the persons named as proxies in the proxy card or their substitutes will vote in their discretion on such matters.

Voting via the Internet, mobile device, or by telephone helps save money by reducing postage and proxy tabulation costs. To vote by any of these methods, read this Proxy Statement, have your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form in hand, and follow the instructions below for your preferred method of voting. Each of these voting methods is available 24 hours per day, seven days per week.

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We encourage you to cast your vote by one of the following methods:


VOTE BY INTERNET	VOTE BY QR CODE	VOTE BY TELEPHONE
Shares Held of Record: http://www.proxyvote.com	Shares Held of Record: See Proxy Card	Shares Held of Record: 800-690-6903

Shares Held in Street Name:	Shares Held in Street Name:	Shares Held in Street Name:
See Notice of Internet Availability or Voting Instruction Form	See Notice of Internet Availability or Voting Instruction Form	See Voting Instruction Form

The manner in which your shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares are book entries in your name so that you appear as a stockholder on the records of Continental Stock Transfer & Trust Company, our stock transfer agent, you may vote by proxy, meaning you authorize individuals named in the proxy card to vote your shares. You may provide this authorization by voting via the Internet, mobile device, by telephone, or (if you have received paper copies of our proxy materials) by returning a proxy card. You also may participate in and vote during the Annual Meeting. If you own Common Stock of record and you do not vote by proxy or at the Annual Meeting, your shares will not be voted.

If you own shares in street name, meaning that your shares are held by a bank, brokerage firm, or other nominee, you may instruct that institution on how to vote your shares. You may provide these instructions by voting via the Internet, mobile device, by telephone, or (if you have received paper copies of proxy materials through your bank, brokerage firm, or other nominee) by returning a voting instruction form received from that institution. You also may participate in and vote during the Annual Meeting. If you own Common Stock in street name and do not either provide voting instructions or vote during the Annual Meeting, the institution that holds your shares may nevertheless vote your shares on your behalf with respect to the ratification of the appointment of KPMG LLP as our independent auditor for the fiscal year ending December 31, 2026 but cannot vote your shares on any other matters being considered at the meeting.

Participating in the Annual Meeting

You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on April 10, 2026, the record date, or hold a valid proxy for the meeting. You will need your proof of identification along with either your notice of annual meeting or proof of stock ownership to enter the Annual Meeting. If your shares are held beneficially in the name of a bank, broker or other holder of record and you wish to be admitted to attend the Annual Meeting, you must present proof of your ownership of Net Power Inc. stock, such as a bank or brokerage account statement. If you are a stockholder of record and prefer to vote your shares at the Annual Meeting, you must bring proof of identification along with your notice, proxy card or proof of ownership. You may vote shares held in street name at the Annual Meeting only if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to attend the Annual Meeting. Specifically, if you own shares of record, you may vote:

•	By Internet—You may submit your proxy by going to www.proxyvote.com and by following the instructions on how to complete an electronic proxy card. You will need the 16-digit number included on your notice or your proxy card in order to vote by Internet.

•	By Telephone—You may submit your proxy by dialing 1-800-690-6903 and by following the recorded instructions. You will need the 16-digit number included on your notice or your proxy card in order to vote by telephone.

•

By Mail—You may vote by mail by requesting a proxy card from us, indicating your vote by completing, signing and dating the card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

If you hold your shares in street name, you may also submit voting instructions to your broker, bank or other nominee. Please refer to information from your bank, broker or other nominee on how to submit voting instructions. In most instances, you will be able to do this over the Internet, by telephone or by mail as indicated above.

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Voting Standard

A nominee for director shall be elected to the Board by a plurality standard. Practically speaking, this means that the directors who receive the highest number of votes are elected to the available seats, which, because this election is not contested, means that the nominees will be elected provided they each receive one vote for their election. However, if the votes cast for any nominee do not exceed the votes withheld from the nominee, the Board will consider that in assessing the Board’s composition going forward and in considering whether to renominate a particular individual in the future. Abstentions and broker nonvotes will have no effect on the outcome of the election. Broker nonvotes occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares and the broker does not then vote those shares on the stockholder’s behalf.

All other matters proposed for a vote at the Annual Meeting will be determined by the vote of a majority of the votes cast by the holders of Common Stock present or represented by proxy and entitled to vote on the matter. For these matters, cast abstentions and broker nonvotes, if any, will have no effect on the outcome of these matters. We do not expect there to be any broker nonvotes for the ratification of our independent auditor because brokers have discretion to vote on the ratification of the appointment of the independent auditor and, therefore, if the beneficial owner of shares does not provide the broker with instructions on how to vote, the broker may still vote on this proposal.

Revocation

Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and/or revoke your proxy by:

•	Sending a written statement to that effect to our Corporate Secretary or to any corporate officer of the Company, provided such statement is received no later than June 2, 2026;

•	Voting again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m. (Eastern Daylight Time) on June 2, 2026;

•	Submitting a properly signed proxy card with a later date that is received no later than June 2, 2026; or

•	Attending the Annual Meeting, revoking your proxy and voting in person.

If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy in person at the Annual Meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.

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ITEM 1-ELECTION OF DIRECTORS

The Board is currently staggered, which means that only one class is up for election in any given year. At the Annual Meeting, our Class III directors, Joseph Kelliher, Brad Pollack, and Daniel J. Rice IV, who currently serve as directors on the Board, are up for election. The Board, based on the recommendation of the Nominating and Corporate Governance Committee, proposed that Joseph Kelliher, Brad Pollack, and Daniel J. Rice IV be elected at the Annual Meeting, each of whom will hold office until the 2029 Annual Meeting of Stockholders or until their successor shall have been elected and qualified. Biographical information about each of the nominees and a discussion of the qualifications, attributes and skills of each nominee is contained in the following section.

The Board expects that the three nominees will be available to serve as directors. However, if any of them should be unwilling or unable to serve, the Board may decrease the size of the Board or may designate substitute nominees, and the proxies will be voted in favor of any such substitute nominees.

The Board of Directors recommends a vote “FOR” each nominee.

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CORPORATE GOVERNANCE: THE BOARD

Director Qualifications and Experience

The following chart reflects areas of qualifications and experience that the Board views as important when evaluating directors. The Nominating and Corporate Governance Committee and the Board believe that each director brings to our Board their own unique background and range of expertise, knowledge, and experience, including as a result of their valued service on the Board and its committees, that provide the Board with an appropriate and diverse mix of qualifications, skills, and attributes necessary for our Board to fulfill its oversight responsibility to stockholders. The qualifications and experience set forth in the chart below, together with other important skills, expertise, experience, and personal attributes contributed by individual directors, led to the Board’s conclusion that each of our directors should serve as a director of the Company.

Category

Ralph

Alexander

Jeff

Bennett

Kyle

Derham

Fred

Forthuber

Joe

Kelliher

Carol

Peterson

Brad

Pollack

Danny

Rice

Alejandra

Veltmann

Human resources/compensation

Experience in recruiting, retaining, and developing talent; experience with executive compensation and broad-based incentive planning

Mergers and acquisitions

Experience evaluating, structuring, and negotiating business combinations and acquisitions

Investor relations

Experience aligning company and investor objectives and understanding/anticipating investor concerns

Risk management

Experience in overseeing, managing, and mitigating risk, strategic planning, and compliance

Industry experience

Experience in the energy industry, specifically with respect to clean energy technology

Diversity

Background and life experiences provide a broader range of perspectives that enhances the Board’s understanding of the needs and viewpoints of a diverse group of stakeholders

Market development

Experience developing markets for technological products and services, specifically within the energy industry

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Biographical Information of Directors

Information provided below regarding our directors is as of April 20, 2026.


Ralph Alexander
Age 71 Director since June 2023 Board committees: Audit; Compensation (Chair) Other current public company boards: Tailwind 2.0 Acquisition Corp			Background Mr. Alexander has served as Chief Executive Officer and Chairman of GridFree AI since May 2025. He previously served as Chief Executive Officer of Talen Energy Corporation, one of the largest competitive power generation and infrastructure companies in North America, from December 2016 to June 2021 and as its Chairman from June 2021 to April 2023. In December 2022, Talen Energy Corporation filed for Chapter 11 bankruptcy protection and consummated the strategic transactions contemplated by its Chapter 11 plan of reorganization and completed its restructuring in May 2023. Mr. Alexander was previously affiliated with Riverstone Holdings LLC, an energy and power-focused private equity firm, from 2007 to 2016. Prior to that, for nearly 25 years, he served in various positions with subsidiaries and affiliates of BP plc, one of the world’s largest oil and gas companies (“BP”). From 2004 until 2006, Mr. Alexander served as Chief Executive Officer of Innovene, BP’s $20 billion olefins and derivatives subsidiary. From 2001 until 2004, he served as Chief Executive Officer of BP’s Gas, Power and Renewables and Solar segment and was a member of the BP group executive committee. Prior to that, Mr. Alexander served as a Group Vice President in BP’s Exploration and Production segment and BP’s Refinery and Marketing segment. He held responsibilities for various regions of the world, including North America, Russia, the Caspian, Africa and Latin America. Prior to these positions, Mr. Alexander held various positions in the upstream, downstream, and finance groups of BP. He previously served on the boards of Enviva, EP Energy Corporation, Foster Wheeler, Stein Mart, Inc., Amyris and Anglo-American plc. Mr. Alexander holds an M.S. in Nuclear Engineering from Brooklyn Polytech (now NYU Tandon School of Engineering) and an M.S. in Management Science from Stanford University.


Peter J. (Jeff) Bennett
Age 58 Director since June 2023 Board committees: None Other current public company boards: Western Midstream Partners, LP			Background Mr. Bennett has served as Senior Vice President, Commercial Development of Occidental since December 2025 and as President of U.S. Onshore Resources and Carbon Management, Commercial Development of Occidental, the parent of OXY, since October 2020. In this role, Mr. Bennett is responsible for strategic guidance supporting long-term strategy, commercial development and organizational development, and leading teams including New Enhanced Oil Recovery (EOR) Ventures, U.S. Onshore Portfolio Management, Global Supply Chain and Integrated Land and Power Development. He also served as Senior Vice President of Permian Resources of Occidental Oil and Gas, a subsidiary of Occidental, from April 2018 to April 2020 and as President and General Manager of Permian Resources and the Rockies from April 2020 to October 2020. Mr. Bennett previously served as President and General Manager — Permian Resources, New Mexico Delaware Basin, from January 2017 to April 2018, Chief Transformation Officer from June 2016 to January 2017, Vice President, Portfolio and Optimization of Occidental Oil and Gas from February 2016 to June 2016 and, prior to that, pioneered innovative logistical and operational solutions as Vice President, Operations Portfolio and Integrated Planning of Occidental Oil and Gas from October 2015 to February 2016. Mr. Bennett has served as a member of the board of directors of Western Midstream Partners, LP (NYSE: WES) since August 2019 and as chairperson of such board since December 2021. Mr. Bennett received a B.A. in accounting from Louisiana State University and an MBA from Pepperdine University in California. He is also a Certified Public Accountant (inactive).

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J. Kyle Derham
Age 38 Director since June 2023 Board committees: Nominating and Corporate Governance Other current public company boards: Rice Acquisition Corp III			Background Mr. Derham served as the Chief Executive Officer of RONI from February 2022 until the Closing; prior to that, he served as RONI’s Chief Financial Officer from February 2021 to February 2022. Mr. Derham is a Partner of Rice Investment Group. Since October 2025, Mr. Derham has served as Chief Executive Officer and Director for Rice Acquisition Corp III. Mr. Derham was a director of AirJoule Technologies Corp from April 2024 until June 2025. Mr. Derham was a director of Archaea Energy Inc. from September 2021 until December 2022 when Archaea Energy Inc. was acquired by BP Products North America Inc. Mr. Derham, as part of certain members of the Rice Investment Group, led the shareholder campaign in 2019 to revamp the strategic direction of EQT Corporation (“EQT”) and elect a majority slate of director candidates to the board of EQT, the largest operator of natural gas production in the United States. Following the campaign, Mr. Derham served as interim Chief Financial Officer of EQT and subsequently served as a strategic advisor to the company. Mr. Derham previously served as Vice President, Corporate Development and Finance of Rice Energy and Rice Midstream Partners LP (“Rice Midstream”) from January 2014 through November 2017. Through his various roles working alongside the Rice family, Mr. Derham has focused on evaluating, structuring and negotiating key acquisitions and execution of critical strategic initiatives to generate attractive risk adjusted returns for investors. Mr. Derham also has experience as a private equity investor, working as an associate at First Reserve and as an investment banker at Barclays Investment Bank.


Frederick A. Forthuber
Age 62 Director since June 2023 Board committees: None Other current public company boards: Western Midstream Partners, LP			Background Mr. Forthuber served as President of Oxy Energy Services, LLC, a subsidiary of Occidental, until his retirement in December 2025. In this role, Mr. Forthuber had global functional responsibility for midstream and marketing of crude oil, natural gas liquids, and natural gas. In addition, Mr. Forthuber had global functional responsibility for Health and Safety, Process Safety and Risk Engineering. Mr. Forthuber has more than 40 years of industry experience in oil and gas operations. He has held positions of increasing responsibility in engineering and project management since joining Occidental with the acquisition of Altura Energy in 2000. Most recently, he served as Vice President Worldwide Operations for Occidental Oil and Gas Corporation. Prior to joining Occidental, Mr. Forthuber served in engineering roles for Altura Energy and Exxon. He has been a Director for the Western Midstream Board of Directors since 2021 and is a member of the Environmental, Social, and Governance Committee. Mr. Forthuber holds a Bachelor of Science degree in Marine Engineering Systems from the United States Merchant Marine Academy and an Executive Scholar Certificate in Finance from the Kellogg School of Management at Northwestern University.

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Joseph T. Kelliher
Age 65 Director since June 2023 Board committees: Compensation; Nominating and Corporate Governance (Chair) Other current public company boards: None			Background Mr. Kelliher is a former Executive Vice President-Federal Regulatory Affairs for NextEra Energy, Inc. (“NextEra”) and former Chairman of the Federal Energy Regulatory Commission (“FERC”). Mr. Kelliher was responsible for developing and executing FERC regulatory strategy for NextEra and its principal subsidiaries, NextEra Energy Resources and Florida Power & Light Company, from 2009 to 2020. NextEra is the largest electricity company in the U.S., one of the few national electricity companies, that operates in every region, and every organized market, and is the most complex company regulated by FERC. Previously, Mr. Kelliher served as FERC Chairman and Commissioner from 2005 to 2009. A hallmark of his chairmanship was efficient implementation of the Energy Policy Act of 2005, the largest expansion in FERC regulatory authority since the 1930s, which empowered FERC to assure reliability of the interstate power grid and granted the agency strong enforcement authority for the first time. Chairman Kelliher pursued a series of reforms to promote competitive wholesale power and natural gas markets, improve FERC economic regulation and strengthen the U.S. energy infrastructure. Mr. Kelliher has spent his entire professional career working on energy policy matters, serving in a variety of roles in both the public and private sectors. These include senior policy advisor to the U.S. Secretary of Energy, majority counsel to the U.S. House Commerce Committee and positions with private corporations, trade associations and law firms. Since leaving NextEra, Mr. Kelliher has operated a consulting business that provides expert witness testimony and strategic advice. Mr. Kelliher earned a Bachelor of Science degree from Georgetown University, School of Foreign Service, and a Juris Doctor degree, magna cum laude, from The American University Washington College of Law.


Carol Peterson
Age 68 Director since June 2023 Board committees: Audit; Nominating and Corporate Governance Other current public company boards: None			Background From 2004 until her retirement in February 2022, Ms. Peterson held multiple executive positions at Constellation. From January 2015 to February 2022, she served as Senior Vice President of Strategy & Planning, in which position she led major transformations including the separation of Constellation from Exelon Corporation and the integration of acquired power plants. Previously at Exelon Generation, from March 2014 to January 2015, she served as Vice President of Strategy, from April 2010 to March 2014, she served as Vice President of Project Management, and from October 2004 to April 2010, she served as Vice President of Finance. Ms. Peterson does not currently hold any positions with Constellation. Prior to Constellation, Ms. Peterson held positions in engineering and operations for Duke Energy Corporation (NYSE: DUK), Wisconsin Energy Corporation and Westinghouse Electric Corporation. Ms. Peterson served on the Board of the Northern Illinois Food Bank from 2016 to 2024. Ms. Peterson earned a bachelor’s degree in engineering from the University of Illinois and a master’s of management from Northwestern University.

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Brad Pollack
Age 44 Director since June 2023 Board committees: Nominating and Corporate Governance Other current public company boards: None			Background Mr. Pollack currently serves as Vice President and Deputy General Counsel, Operations and Commercial Development of Occidental. In this role, which he has held since September 2025, Mr. Pollack is responsible for the legal support for domestic and international mergers, acquisitions and other commercial transactions, and manages the legal teams supporting Occidental’s operations in the United States, the Middle East, and North Africa. Mr. Pollack joined Occidental in 2014 and has held multiple positions of increasing responsibility within Occidental’s legal department, including most recently serving as Deputy General Counsel from April 2023 to September 2025, prior to which he served as Associate General Counsel from January 2022 to April 2023, prior to which he served as Assistant General Counsel, M&A and Strategic Transactions from April 2019 to June 2022. Before joining Occidental, Mr. Pollack was a senior corporate and securities lawyer at Dechert LLP where he represented public and private companies in domestic and cross-border mergers and acquisitions, capital market transactions, corporate governance and other legal matters across a wide range of industry sectors, such as energy, technology, advanced manufacturing and financial services. Mr. Pollack received a B.S.E. in systems engineering from the University of Pennsylvania and a J.D. from Syracuse University College of Law.


Daniel J. Rice IV
Age 45 Director since June 2023 Board committees: None Other current public company boards: EQT Corporation			Background Mr. Rice has served as Net Power’s Chief Executive Officer since June 2023. Mr. Rice has over 15 years of experience in the energy industry. Mr. Rice is a Partner of Rice Investment Group and served as Chief Executive Officer of Rice Energy Inc. (“Rice Energy”) from October 2013 through the completion of its acquisition by EQT in November 2017. Prior to his role as Chief Executive Officer of Rice Energy, Mr. Rice served as Chief Operating Officer of Rice Energy from October 2012 through September 2013 and as Vice President and Chief Financial Officer of Rice Energy from October 2008 through September 2012. Mr. Rice oversaw Rice Energy’s growth from start-up through its $1 billion initial public offering in 2014 and eventual $8.2 billion sale to EQT in 2017. Mr. Rice also oversaw the creation and growth of Rice Midstream , which was acquired by EQT Midstream Partners, LP for $2.4 billion in 2018. Mr. Rice established Rice Energy’s strategic framework for value creation, which yielded success for its shareholders and employees. He has utilized his operating and growth strategy formulation experience as the founder of Rice Energy to help portfolio companies of Rice Investment Group to refine and optimize their business strategies in order to profitably grow. Prior to joining Rice Energy, he was an investment banker for Tudor Pickering Holt & Co. in Houston and held finance and strategic roles with Transocean Ltd. and Tyco International plc. Mr. Rice is currently a director of EQT. Mr. Rice was previously a director of Archaea Energy Inc. from September 2021 until December 2022 when Archaea Energy Inc. was acquired by BP Products North America Inc. and was previously a director of Whiting Petroleum Corporation from September 2020 until July 2022 when Whiting Petroleum Corporation combined with Oasis Petroleum Inc. to form Chord Energy Corporation.

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Alejandra Veltmann
Age 58 Director since June 2023 Board committees: Audit (Chair); Compensation Other current public company boards: California Resources Corporation			Background Ms. Veltmann is an executive with financial leadership of publicly-listed entities, private entrepreneurial companies and global auditing firms. Ms. Veltmann has served as a member of California Resources Corporation’s (NYSE: CRC) Board of Directors and Audit Committee Chair since December 2021. Ms. Veltmann serves as Senior Advisor of ESG Lynk, a sustainability reporting company she founded and sold, and served as CEO from 2018 to 2023. From 2021 to its acquisition in 2022, she served as a director and chair of the Audit Committee for Structural Integrity Associates, a private engineering company that provides life cycle engineering solutions. services to the nuclear, fossil, renewables and critical infrastructure sectors. From 2015 to 2018, she was Vice President and Chief Accounting Officer of Paragon Offshore Plc., an offshore drilling company. From 2010 to 2015, she worked in various roles including Corporate Controller and Vice President and Chief Accounting Officer at Geokinetics, Inc., formerly one of the world’s largest independent land and seafloor geophysical companies. She also worked in various auditor capacities at KPMG LLP from 1995 to 2002 and before that at Arthur Andersen LLP from 1992 to 1995. She has a BBA degree in Accounting from the University of New Mexico and is an alumna of the Advanced Management Program at Harvard Business School. Ms. Veltmann is a certified public accountant and holds the Director Certified credential from the NACD.

Board Composition

The business and affairs of Net Power are organized under the direction of the Board. The Chairman of the Board is selected by the Board and currently is Jeff Bennett. The Board meets on a regular basis and additionally as required. In addition, the directors regularly hold executive sessions without the Chief Executive Officer or management present. The Chairman of the Board presides over all executive sessions.

The Board held nine meetings in 2025. Each director attended at least 75% of the meetings of the Board and each committee on which they served in 2025 (held during the period in which the director served). Pursuant to our Corporate Governance Guidelines, directors are expected to attempt to arrange their schedules to allow them to attend all scheduled Board and Board committee meetings and to attend the Company’s annual meeting of stockholders unless unusual circumstances make attendance impractical. Five of our directors who were serving at the time of the 2025 annual meeting of stockholders attended the 2025 annual meeting of stockholders.

The Board is divided into three classes: Class I, Class II and Class III, with members of each class serving staggered three-year terms. The Board is divided into the following classes:

►	Class I, which consists of Ralph Alexander, Fred Forthuber, and Carol Peterson, whose terms will expire at the 2027 annual meeting of stockholders;

►	Class II, which consists of Jeff Bennett, Kyle Derham, and Alejandra Veltmann, whose terms will expire at the 2028 annual meeting of stockholders; and

►	Class III, which consists of Joseph Kelliher, Brad Pollack, and Daniel J. Rice IV, whose terms will expire at the Annual Meeting.

At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified.

Board Leadership

The roles of Chairman of the Board and Chief Executive Officer are currently separated. Mr. Bennett serves as Chairman of the Board and Mr. Rice serves as our Chief Executive Officer. We believe that separating these positions allows Mr. Rice to focus on our day-to-day business and operations and allows Mr. Bennett to focus his energies on the Company’s strategic initiatives and leading the Board in its fundamental role of providing advice to and oversight of management.

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Although the Chairman of the Board is currently independent, and the Board believes that there are advantages to having an independent Chairman, the Board has no policy regarding the separation of the roles of Chairman and Chief Executive Officer, and considers the duties of these roles, and whether they should be combined or separated, during succession planning. In the event the Board elects as its Chairman a director who is not independent, the Board has also designated Joseph Kelliher as lead director.

Director Independence

The Board consists of a majority of independent directors, as defined under the rules of the SEC and NYSE listing standards relating to director independence requirements. The Board has determined that the following directors are independent as defined by the NYSE rules: Messrs. Alexander, Bennett, Derham, Forthuber, Kelliher, and Pollack and Mses. Peterson and Veltmann. Mr. Rice is not independent because of his service as Net Power’s CEO. In assessing directors’ independence, the Board took into account certain transactions, relationships, and arrangements involving some of the directors and concluded that such transactions, relationships, and arrangements did not impair the independence of the independent directors.

Risk Oversight

As part of regular Board and committee meetings, the directors oversee executives’ management of risks relevant to the Company. While the full Board has overall responsibility for risk oversight, the Board has delegated responsibility related to certain risks to various committees. In particular, the Audit Committee has the responsibility to review and discuss our major financial risk exposures and cybersecurity risks and the steps our management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee also monitors compliance with legal and regulatory requirements. Our Compensation Committee assesses and monitors whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements. The full Board regularly reviews reports from management on various aspects of our business, including related risks and tactics and strategies for addressing them.

Board Committees

The Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each of which is comprised entirely of directors who meet the applicable independence requirements of the NYSE rules. The Committees keep the Board informed of their actions and provide assistance to the Board in fulfilling its oversight responsibility to stockholders. The table below provides current membership information as well as meeting information for the last fiscal year.


Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Ralph Alexander
Peter J. (Jeff) Bennett
J. Kyle Derham
Frederick A. Forthuber
Joseph T. Kelliher
Carol Peterson
Brad Pollack
Daniel J. Rice IV
Alejandra Veltmann
Total Meetings in 2025	4	3	3


			Committee Chair

The functions performed by these Committees, which are set forth in more detail in their charters, available on our corporate website at https://ir.netpower.com/governance/leadership, are summarized below.

Audit Committee

Our Audit Committee consists of Ralph Alexander, Carol Peterson, and Alejandra Veltmann. The Board has determined that each of the members of the Audit Committee satisfies the independence requirements of the NYSE and Rule 10A-3

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under the Exchange Act. Alejandra Veltmann serves as chair of the committee. Each member of the committee is financially literate, and our Board has determined that Alejandra Veltmann qualifies as an “audit committee financial expert” as defined in applicable SEC rules. In making this determination, the Board considered each such director’s formal education and previous experience in financial roles.

Both our independent registered public accounting firm and management periodically meet privately with our Audit Committee. The Audit Committee held four meetings during the 2025 fiscal year.

The functions of this committee include, among other things:

►	the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

►	pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

►	reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;

►	setting clear hiring policies for employees or former employees of the independent registered public accounting firm engaged by us;

►	setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

►

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

►	reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

►

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

Our Compensation Committee consists of Ralph Alexander, Joseph T. Kelliher, and Alejandra Veltmann. Ralph Alexander serves as the chair of the Compensation Committee. The Board has determined that each of the members of the Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act, and satisfies the independence requirements of the NYSE. The Compensation Committee held three meetings during the 2025 fiscal year.

The functions of the committee include, among other things:

►

reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation;

►	reviewing and approving on an annual basis the compensation of all of our other officers;

►	reviewing on an annual basis our executive compensation policies and plans;

►	overseeing and administering our incentive compensation equity-based remuneration plans;

►	reviewing our proxy statement and annual report disclosure requirements;

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►	monitoring, approving, amending, modifying, ratifying, interpreting, or terminating any non-equity-based benefit plan offerings, including non-qualified deferred compensation, fringe benefits, and any perquisites for our officers and employees;

►	if required, producing a report on executive compensation to be included in our annual proxy statement; and

►	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Pursuant to its charter, the Compensation Committee may, in its discretion, form subcommittees and delegate all or a portion of its duties and responsibilities to a subcommittee, an individual member of the Board or executive officers of the Company, except as otherwise provided in our Certificate of Incorporation or Bylaws and subject to applicable rules and regulations.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serve, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers that has served or currently serves as a member of the Board or the Compensation Committee.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of J. Kyle Derham, Joseph T. Kelliher, Carol Peterson, and Brad Pollack. Joseph T. Kelliher serves as the chair of the Nominating and Corporate Governance Committee. The Board has determined that each of the members of our Nominating and Corporate Governance Committee satisfies the independence requirements of the NYSE. The Nominating and Corporate Governance Committee held three meetings during the 2025 fiscal year.

The functions of this committee include, among other things:

►	identifying, screening and reviewing individuals qualified to serve as directors and recommending to the Board candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the Board;

►	developing, recommending to the Board and overseeing implementation of our corporate governance documents, including our corporate governance guidelines;

►	coordinating and overseeing the annual self-evaluation of the Board, its committees, individual directors and management in the governance of Net Power; and

►	reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

Code of Ethics

We have a code of ethics that applies to all of our executive officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The code of ethics is available on our corporate website at https://ir.netpower.com/governance/leadership. Any required disclosures regarding amendments to, or waivers of, provisions of our code of ethics will be disclosed on our website at https://ir.netpower.com/governance/leadership.

Corporate Governance Guidelines

We have adopted corporate governance guidelines in accordance with the corporate governance rules of the NYSE that serve as a flexible framework within which the Board and its committees operate. These guidelines cover a number of areas including board membership criteria and director qualifications, director responsibilities, board agenda, roles of the chairman of the board, chief executive officer and presiding director, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines is available on our corporate website at https://ir.netpower.com/governance/leadership.

Director Nominations

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board considers educational

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background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom and the ability to represent the best interests of our stockholders. The Nominating and Corporate Governance Committee has no specific policy on diversity. However, we are committed to cultivating an inclusive work environment and a Board with a variety of skill sets, experiences and personal backgrounds that will provide the diversity of thought that is critical for the Board’s decision-making and oversight process. When evaluating re-nomination of existing directors, the Nominating and Corporate Governance Committee also considers the nominees’ past and ongoing effectiveness on the Board and, with the exception of Mr. Rice, who is an employee, their independence.

Our Nominating and Corporate Governance Committee recommends to the Board candidates for nomination for election at the annual meeting of the stockholders. The Board also considers director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our Board should follow the procedures set forth in our Bylaws. The Nominating and Corporate Governance Committee considers recommendations for Board candidates submitted by stockholders using substantially the same criteria it applies to recommendations from the Nominating and Corporate Governance Committee, directors, and members of management. Stockholders may submit informal recommendations by providing the person’s name and appropriate background and biographical information in writing to the Nominating and Corporate Governance Committee at 320 Roney Street, Suite 200, Durham, North Carolina 27701.

Stockholder Engagement

Our relationship and ongoing dialogue with our stockholders are an important part of our Board’s and our executive team’s corporate governance commitment. The Board welcomes communications from our stockholders and other interested parties. We actively seek input from our stockholders because we value the contribution stockholder engagement gives to overall business success. Our executives and investor relations team meet with the investment community regularly to discuss a variety of matters that are of interest to our stockholders, including financial and operating performance, macro and industry themes, and future growth expectations, and to actively seek investor feedback.

Stockholders and other interested parties may communicate with our executive team or the Board (including the Chairman of the Board, the chair of any committee, the independent directors as a group, and/or any Board member) via mail to 320 Roney Street, Suite 200, Durham, North Carolina 27701 or via email to investors@netpower.com. Stockholders and any other interested parties should mark each communication as “Stockholder Communication with Directors” and clearly identify the intended recipient(s) of the communication.

Insider Trading Policy and Prohibition on Hedging and Other Transactions

We have adopted an insider trading policy (the “Insider Trading Policy”) that governs the purchase, sale and other dispositions of the Company’s securities by all directors, officers and other employees, a copy of which is filed as Exhibit 19.1 to the 2025 Annual Report and which we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations as well as the applicable rules and regulations of the NYSE. In addition, with regard to the Company’s trading in its own securities, it is our policy to comply with the federal securities laws as well as the applicable rules and regulations of the NYSE.

In addition to addressing other customary topics, the Insider Trading Policy prohibits all directors, officers and other employees from engaging in certain transactions involving the Company’s securities, including: short-term trades, short sales, transactions in publicly-traded options, hedging or monetization transactions (including transactions involving prepaid variable forwards, equity swaps, collars and exchange funds), and holding securities in a margin account or otherwise pledging securities as collateral for a loan.

Corporate Governance Documents

Please visit the “Leadership” page of our investor relations website at https://ir.netpower.com/governance/leadership for additional information regarding our corporate governance documents, including:

►

our Corporate Governance Guidelines, which include policies on Board membership criteria and director qualifications, director responsibilities, Board agenda, roles of the Board chair, chief executive officer and presiding director, meetings of independent directors, committee responsibilities and assignments, board

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member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning;

►	the charters approved by the Board for the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee; and

►	our Code of Ethics.

Website references throughout this document are inactive textual references, and the content on the referenced websites does not constitute a part of this Proxy Statement and is not incorporated by reference into this Proxy Statement.

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CORPORATE GOVERNANCE: EXECUTIVE OFFICERS

The following sets forth certain information concerning each of our executive officers, including their ages, as of April 20, 2026:

Daniel J. Rice IV’s biographical information is set forth under “Corporate Governance: The Board” above.

Marc Horstman was appointed as Chief Operating Officer of the Company on April 15, 2025 and as President of the Company on March 4, 2026. Mr. Horstman previously served as Net Power’s Head of Product Development beginning in May 2023. Prior to joining Net Power, he held senior leadership roles at Vertiv Holdings Co., a provider of critical digital infrastructure for data centers, communication networks, and commercial and industrial environments, including Vice President of North America Service Operations from October 2021 to November 2022 and Senior Director of Project Execution from June 2019 to September 2021. Prior to that, at Siemens, Mr. Horstman served as Senior Executive Vice President Americas from April 2017 to December 2018, as Vice President of Global Customer Operations from April 2016 to April 2017, and as Vice President of Global Manufacturing & Test from December 2014 to April 2016. Earlier in his career, he held various project and product leadership roles at Rolls-Royce from 2011 to 2014 and General Electric from 1999 to 2011. Mr. Horstman began his career as an Engineer Officer in the U.S. Army. He holds a B.S. in Mechanical Engineering from the University of Dayton.

Lee Shuman was appointed as Chief Financial Officer of the Company on April 10, 2026. Mr. Shuman is a power-sector finance and strategy executive with more than 25 years of experience in acquisitions, divestitures, restructurings, project development, and financings. Mr. Shuman most recently served as Head of Power Finance at Javelin Global Commodities from April 2024 to April 2026, where he led underwriting and diligence for strategic power investments and originated and evaluated thermal and renewable opportunities. From 2020 to April 2024, Mr. Shuman served as Chief Financial Officer of WattBridge Energy, where he led more than $1.6 billion of senior secured financings and raised $425 million of mezzanine and HoldCo capital for a 2.4 GW ERCOT gas portfolio. Earlier in his career, he held senior roles at GenOn Holdings, SolAmerica Energy, Stellar Energy, MAS Energy and Arthur Andersen. Mr. Shuman received a J.D. from the University of Georgia School of Law, an M.Tax and an M.B.A. in Finance from Georgia State University, and a B.A. from Emory University.

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EXECUTIVE AND DIRECTOR COMPENSATION

Introduction

This section provides an overview of Net Power’s executive compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below. As an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act, which generally require compensation disclosure for a smaller reporting company’s principal executive officer and its two other most highly compensated executive officers.

This section covers the compensation of those individuals who served as Net Power’s principal executive officer and our two other most highly compensated executive officers as of December 31, 2025, collectively referred to as our “Named Executive Officers” or “NEOs.”

Summary Compensation Table

The following table shows information concerning the annual compensation for services provided to Net Power by our NEOs for the years ended December 31, 2025 and 2024.


Name and Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Non-equity Incentive Plan Compensation ($)⁽¹⁾	All Other Compensation ($)	Total ($)
Daniel Joseph Rice, IV Chief Executive Officer⁽²⁾	2025	—	—	—	—	43,234⁽⁴⁾	43,234
Daniel Joseph Rice, IV Chief Executive Officer⁽²⁾	2024	—	—	20,958,288⁽³⁾	—	36,764⁽⁴⁾	20,995,052
Brian Allen, Former President and Chief Operating Officer⁽⁵⁾	2025	106,250	—	850,000⁽⁶⁾	—	742,488⁽⁷⁾	1,698,738
	2024	413,750	—	5,685,357⁽⁶⁾	177,888	1,810⁽⁸⁾	6,278,805
Akash Patel, Former Chief Financial Officer⁽⁹⁾	2025	105,000	—	756,000⁽⁶⁾	—	739,355⁽⁷⁾	1,600,355
Akash Patel, Former Chief Financial Officer⁽⁹⁾	2024	415,000	—	4,511,623⁽⁶⁾	185,371	1,643⁽⁸⁾	5,133,637
Marc Horstman, Chief Operating Officer and President	2025	382,167	100,000⁽¹⁰⁾	929,558⁽¹¹⁾	210,300	1,591⁽⁸⁾	1,623,616

(1)

For 2024, the amounts reported in this column include payments made in respect of 2024 performance-based bonuses for the performance year running from January 1, 2024 to December 31, 2024. For 2025, the amount reported in this column includes payments made in respect of 2025 performance-based bonuses for the performance year running from January 1, 2025 to December 31, 2025.

(2)	Daniel Joseph Rice, IV did not receive any compensation for his service as Chief Executive Officer during fiscal years 2024 and 2025. Mr. Rice also served as member of our Board in 2024 and 2025; however, he did not receive any additional compensation for his service as a director in either year.

(3)

Represents the aggregate grant date fair value of stock options granted to Mr. Rice in 2024, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). See Note 10 to Net Power’s audited consolidated financial statements included in its 2025 Annual Report for a discussion of all assumptions made by us in determining the grant date fair value of our equity awards.

(4)	Since Net Power does not pay Mr. Rice a salary, Net Power directly pays all of Mr. Rice’s insurance premiums.

(5)	Effective as of April 15, 2025, Mr. Allen ceased to serve as President and Chief Operating Officer of Net Power.

(6)

Amounts reported for 2024 and 2025 represent the aggregate grant date fair value of restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted to Messrs. Allen and Patel in 2024 and 2025, computed in accordance with ASC 718. It does not reflect the actual value that may be realized by Messrs. Allen and Patel. See Note 10 to Net Power’s audited consolidated financial statements included in its 2025 Annual Report for a discussion of all assumptions made by us in determining the grant date fair value of our equity awards. The aggregate grant date fair value of the PSUs granted to Messrs. Allen and Patel in 2024, assuming maximum performance and computed in accordance with ASC 718, is $850,008.60 and $755,992.60, respectively. The aggregate grant date fair value of the PSUs granted to Messrs. Allen and Patel in 2025, assuming maximum performance and computed in accordance with ASC 718, is $850,008.60 and $1,114,000, respectively.

(7)

Represents payments made by Net Power for (i) enhanced life insurance and disability insurance benefits for Messrs. Allen and Patel and (ii) severance amounts of $741,234 and $738,196 paid to Messrs. Allen and Patel, respectively, in connection with the termination of their employment in 2025 pursuant to the terms of the Company’s First Amended & Restated Executive Severance Plan.

(8)	Represents payments made by Net Power for enhanced life insurance and disability insurance benefits for Messrs. Allen, Patel, and Horstman.

(9)	Effective as of April 15, 2025, Mr. Patel ceased to serve as Chief Financial Officer of Net Power.

(10)	Mr. Horstman received a retention bonus in September 2025.

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(11)

Represents (i) the aggregate grant date fair value of stock options granted to Mr. Horstman in 2025, computed in accordance with ASC 718 and (ii) the aggregate grant date fair value of RSUs and PSUs granted to Mr. Horstman in 2025, computed in accordance with ASC 718. It does not reflect the actual value that may be realized by Mr. Horstman. See Note 10 to Net Power’s audited consolidated financial statements included in its 2025 Annual Report for a discussion of all assumptions made by us in determining the grant date fair value of our equity awards. The aggregate grant date fair value of the PSUs granted to Mr. Horstman in 2025, assuming maximum performance and computed in accordance with ASC 718, is $378,315.96.

Narrative Disclosure to Summary Compensation Table

Base Salary

Mr. Allen’s annualized base salary in 2025 prior to his termination was $425,000. Mr. Patel’s annualized base salary in 2025 prior to his termination was $420,000. Mr. Horstman’s annualized base salary in 2025 after his appointment as Chief Operating Officer was $400,000. Mr. Rice did not receive a base salary for 2025.

2025 Short-Term Incentive Plan Bonuses

We maintain an annual short-term incentive plan pursuant to which Mr. Horstman was eligible to receive a performance-based cash bonus based on company-level and individual performance in 2025. Given Mr. Horstman’s efforts related to the change in our business plan during the course of 2025, the Compensation Committee approved the payment to Mr. Horstman of 100% of his target bonus for 2025 pursuant to the annual short-term incentive plan.

Service Provider Agreements

Brian Allen

On March 31, 2022, NET Power, LLC entered into a Service Provider Agreement with Brian Allen, and such agreement was amended on May 2, 2022 (as amended, the “Allen Employment Agreement”). Pursuant to the Allen Employment Agreement, Mr. Allen was entitled to an annual base salary of $380,000, which was subject to adjustment at the sole discretion of the board of managers. Mr. Allen was also eligible to receive an annual bonus based on a target of 56% of his then-effective base salary, with the amount of such bonus determined at the sole discretion of the board of managers. The term of Mr. Allen’s employment was indefinite, provided that either NET Power, LLC or Mr. Allen could have terminated his employment upon 30 days’ written notice. Effective April 1, 2024, Mr. Allen agreed to terminate the Allen Employment Agreement in exchange for his participation as an Eligible Executive in the Executive Severance Plan (as defined below).

Akash Patel

On October 4, 2021, NET Power, LLC entered into a Service Provider Agreement with Akash Patel, and such agreement was amended on April 27, 2022 (as amended, the “Patel Employment Agreement”). Pursuant to the Patel Employment Agreement, Mr. Patel was entitled to an annual base salary of $380,000, which was subject to adjustment at the sole discretion of the board of managers. Mr. Patel was also eligible to receive an annual bonus based on a target of 43% of his then-effective base salary, with the amount of such bonus determined at the sole discretion of the board of managers. The term of Mr. Patel’s employment was indefinite, provided that either Net Power or Mr. Patel could have terminated his employment upon 30 days’ written notice. Effective April 1, 2024, Mr. Patel agreed to terminate the Patel Employment Agreement in exchange for his participation as an Eligible Executive in the Executive Severance Plan.

Long-Term Equity Incentive Compensation

Profits Interest Share Award Agreement

On April 18, 2022, NET Power, LLC entered into a Profits Interest Share Award Agreement with Mr. Allen, and such agreement was amended on May 2, 2022 (as amended, the “Allen Profits Interest Agreement”). Pursuant to the Allen Profits Interest Agreement, Mr. Allen was granted a total of 52,500 profits interest shares in NET Power, LLC with various award dates and threshold amounts.

The profits interest shares granted pursuant to the Allen Profits Interest Agreement were subject to either time-based vesting or performance-based vesting provisions which were established from time to time by the NET Power, LLC board of managers and/or the Chief Executive Officer. Vesting of all profits interest shares was subject to Mr. Allen’s continued service with Net Power.

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Converted Awards

In connection with the Business Combination, the outstanding profits interests in Net Power, LLC held by Mr. Allen pursuant to the Allen Profits Interest Agreement were converted in Class A Units of Net Power Operations LLC and a corresponding number of shares of Class B Common Stock (the “Converted Awards”). The Converted Awards are subject to the time-based vesting conditions that applied to the original profits interest award.

2023 Omnibus Incentive Plan

In connection with the Closing, the stockholders of RONI approved the NET Power Inc. 2023 Omnibus Incentive Plan (the “Omnibus Plan”), which became effective on June 8, 2023. Our Named Executive Officers, employees, consultants, and non-employee directors, and employees, consultants, and non-employee directors of our affiliates are eligible to participate in the Omnibus Plan. The Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, other share-based awards, performance awards, dividend equivalents, cash awards and substitute awards.

The Board and the Compensation Committee do not take material, non-public information into account when determining the timing of equity awards in order to take advantage of a depressed stock price or an anticipated increase in stock price. Similarly, it is our practice not to time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation.

The awards made to our NEOs in 2025 under the Omnibus Plan are discussed below.

Option Grants

On June 2, 2025, Net Power granted to Mr. Horstman 240,000 options to purchase shares of Class A Common Stock with an exercise price of $2.13 per share and an expiration date of June 2, 2030. The stock options vest and become exercisable on June 2, 2026.

RSU and PSU Grants

On April 2, 2025, Net Power granted to Messrs. Patel, Allen, and Horstman 132,399 RSUs, 117,757 RSUs, and 46,729 RSUs, respectively, which RSUs vest in three equal installments on each anniversary of April 2, 2025, subject to continued employment (the “2025 Time-Based RSUs”). Additionally, on April 2, 2025, Net Power granted to Mr. Horstman 93,458 RSUs that vest on April 2, 2028 (together with the 2025 Time-Based RSUs, the “Time-Based RSUs”). On April 15, 2025, Messrs. Patel and Allen ceased their employment relationship with the Company (the “Effective Date”). As of the Effective Date, 50,403 and 56,671 outstanding RSUs subject to time-based vesting conditions held by Messrs. Patel and Allen, respectively, vested.

On April 2, 2025, Net Power granted to Messrs. Patel and Allen 132,399 PSUs and 117,757 PSUs, respectively. Additionally, on June 2, 2025, Net Power granted to Mr. Horstman 74,766 PSUs. Messrs. Patel, Allen, and Horstman are entitled to receive a number of shares of Class A Common Stock equal to 50% of the respective number of PSUs upon attainment of a 10% compound annual growth rate (“CAGR”) of the 30-day volume weighted average price (“VWAP”) of a share of Class A Common Stock on April 2, 2028 as compared to the VWAP of a share of Class A Common Stock on April 2, 2025. Messrs. Patel, Allen, and Horstman are entitled to receive a number of shares of Class A Common Stock equal to 100% of the respective number of PSUs upon attainment of a 12% CAGR of the VWAP of a share of Class A Common Stock on April 2, 2028 as compared to the VWAP of a share of Class A Common Stock on April 2, 2025. Messrs. Patel, Allen, and Horstman are entitled to receive a number of shares of Class A Common Stock equal to 200% of the respective number of PSUs upon attainment of a 15% CAGR of the VWAP of a share of Class A Common Stock on April 2, 2028 as compared to the VWAP of a share of Class A Common Stock on April 2, 2025. Messrs. Patel, Allen, and Horstman will be ineligible to receive any shares of Class A Common Stock if the CAGR of the 30-day VWAP of a share of Class A Common Stock on April 2, 2028, as compared to the VWAP of a share of Class A Common Stock on April 2, 2025, is less than 10%.

Additional Narrative Disclosure

Retirement Benefits

We do not have a defined benefit pension plan or nonqualified deferred compensation plan. We currently maintain a retirement plan intended to provide benefits under Section 401(k) of the Internal Revenue Code of 1986, as amended,

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pursuant to which employees, including the NEOs, can make voluntary pre-tax contributions. We contribute 3% of base salary for all eligible employees up to the IRS maximum permitted. These contributions are immediately vested. All contributions under the plan are subject to certain annual dollar limitations, which are periodically adjusted for changes in the cost of living.

Life Insurance

For the fiscal year ended December 31, 2024, Net Power provided enhanced life insurance benefits to Messrs. Allen and Patel for which Net Power paid $660 and $720, respectively. For the fiscal year ended December 31, 2025, Net Power provided enhanced life insurance benefits to Messrs. Allen, Patel, and Horstman for which Net Power paid approximately $328, $328, and $262, respectively

Disability Insurance

For the fiscal year ended December 31, 2024, Net Power provided additional disability insurance benefits to Messrs. Allen and Patel for which Net Power paid $1,150 and $923, respectively. For the fiscal year ended December 31, 2025, Net Power provided additional disability insurance benefits to Messrs. Allen, Patel, and Horstman for which Net Power paid approximately $927, $832 and $1,329, respectively

Potential Payments Upon Termination or Change of Control

Amended and Restated Executive Severance Plan

On March 7, 2024, the Board initially adopted the NET Power Inc. Amended and Restated Severance Plan, and on March 4, 2026 the Board adopted the NET Power Inc. Second Amended and Restated Severance Plan (collectively, the “Executive Severance Plan”). The Executive Severance Plan provides severance payments to eligible officers and management employees who are designated as Eligible Executives, including Messrs. Allen and Patel, and whose employment is terminated on or after March 7, 2024.

Upon the termination of an eligible executive’s employment due to a Qualifying Termination (as defined below) that occurs outside of a Change in Control Protection Period (as defined below), and so long as the eligible executive satisfies the conditions to payment described below, the eligible executive will be entitled to receive a cash severance payment equal to the sum of the following amounts, payable in a lump sum generally within 30 days after satisfaction of the Release Requirement (as defined below): (i) an amount equal to the sum of the eligible executive’s (A) base salary and (B) average annual bonus paid in respect of the preceding two years (the “Base Cash Severance Amount”), (ii) a pro-rated portion of the eligible executive’s target annual bonus (the “Pro-Rata Bonus Amount”), and (iii) an amount equal to the product of (x) 12 and (y) the monthly premium amount for the eligible executive’s group health plan coverage (including coverage for the eligible executive’s eligible dependents) under Net Power’s group health plans as in effect immediately prior to the eligible executive’s date of termination (the “Group Health Plan Amount”).

Upon the termination of an eligible executive’s employment due to a Qualifying Termination that occurs during a Change of Control Protection Period, and so long as such eligible executive satisfies the conditions to payment described below, such eligible executive will be entitled to receive a cash severance payment equal to the sum of the following amounts, payable in a lump sum within 30 days after satisfaction of the Release Requirement: (i) an amount equal to the product of (A) 1.5 and (B) the Base Cash Severance Amount, (ii) the Pro-Rata Bonus Amount, and (iii) an amount equal to the product of (x) 1.5 and (y) the Group Health Plan Amount.

Severance payments under the Executive Severance Plan to an Eligible Executive are conditioned on the eligible executive’s execution and non-revocation of a general release of claims (the “Release Requirement”) and the eligible executive’s continued compliance with the terms of the Executive Severance Plan, including the restrictive covenant obligations under the Executive Severance Plan. The Executive Severance Plan supersedes all prior agreements, practices, policies, procedures and plans relating to severance benefits, including but not limited to the Allen Employment Agreement and the Patel Employment Agreement.

The definitions applicable to the Executive Severance Plan are included below.

“Change in Control Period” means the period beginning three months prior to a Change in Control (as defined in the Omnibus Plan) and ending on the second anniversary of such Change in Control.

“Good Reason” means, with respect to an eligible executive, the occurrence, subject to certain notice and cure rights, of any of the following without the eligible executive’s written consent: (i) a greater than 20% reduction in base salary

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or annual target bonus, other than a general reduction that affects all similarly situated executives or service providers in substantially the same proportions; (ii) a relocation of such eligible executive’s principal place of employment by more than 50 miles; (iii) any material breach by the Company of any material provision of the Executive Severance Plan; or (iv) a material and adverse change in such eligible executive’s authority, duties or responsibilities (other than temporarily while such eligible executive is physically or mentally incapacitated or as required by applicable law) taking into account the Company’s size, status as a public company, and capitalization.

“Qualifying Termination” means the termination of an eligible executive’s employment (i) by Net Power or any of its affiliates without Cause (as defined in the Omnibus Plan) (which, for the avoidance of doubt, does not include a termination due to death or disability); or (ii) due to an eligible executive’s resignation for Good Reason.

Outstanding Equity Awards at 2025 Fiscal Year-End

The following table shows information regarding outstanding equity awards held by Messrs. Rice, Allen, and Patel as of December 31, 2025.


			Option awards					Stock awards
Name	Award Type	Grant Date	Number of securities underlying unexercised options exercisable	Number of securities underlying unexercised options unexercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Daniel Joseph Rice, IV	Stock Option⁽¹⁾	4/2/2024	—	—	2,459,893	$11.30	4/2/2034	—	—	—	—
Marc Horstman	Stock Option⁽²⁾	6/2/2025	—	—	240,000	$2.13	6/2/2030	—	—	—	—
	Time-Based RSUs⁽³⁾	8/28/2023		—	—	—	—	—	—	20,000	$45,600⁽⁸⁾
	Time-Based RSUs⁽⁴⁾	4/2/2024		—	—	—	—	—	—	5,627	$12,829.56⁽⁸⁾
	Time-Based RSUs⁽⁵⁾	4/2/2025		—	—	—	—	—	—	93,458	$213,084.24⁽⁸⁾
	Time-Based RSUs⁽⁶⁾	4/2/2025	—	—	—	—	—	—	—	46,729	$106,542.12⁽⁸⁾
	PSUs⁽⁷⁾	6/2/2025		—	—	—	—	—	—	74,766	$81,494.94⁽⁸⁾

(1)	Represents the stock option award that was granted to Mr. Rice on April 2, 2024, which vests as described in the “Narrative Disclosure to Summary Compensation Table—Long-Term Equity Incentive Compensation—2023 Omnibus Incentive Plan—Option Grant” section above.

(2)	Represents the stock option award that was granted to Mr. Horstman on June 2, 2025, which vests as described in the “Narrative Disclosure to Summary Compensation Table—Long-Term Equity Incentive Compensation—2023 Omnibus Incentive Plan—Option Grant” section above.

(3)	Represents Time-Based RSUs that were granted to Mr. Horstman on August 28, 2023, which vest on August 28, 2026.

(4)	Represents Time-Based RSUs that were granted to Mr. Horstman on April 2, 2024, which vest in two equal installments on April 2, 2026 and April 2, 2027.

(5)	Represents Time-Based RSUs that were granted to Mr. Horstman on April 2, 2025, which vest on April 2, 2028.

(6)	Represents Time-Based RSUs that were granted to Mr. Horstman on April 2, 2025, which vest in three equal installments on April 2, 2025, April 2, 2026, and April 2, 2027.

(7)

Represents PSUs that were granted to Mr. Horstman on June 2, 2025, which vest as described in the “Narrative Disclosure to Summary Compensation Table—Long-Term Equity Incentive Compensation—2023 Omnibus Incentive Plan— RSU and PSU Grants” section above. As of December 31, 2025, the achievement of the performance goals applicable to the PSUs was trending below threshold performance. As such, the amounts reported in respect of the PSUs assumes vesting of the PSUs based on threshold performance.

(8)	For purposes of this table, the market value of the Time-Based RSUs and PSUs is based on $2.28 per share, the closing price of our Class A Common Stock as of December 31, 2025, which was the last trading day for the NYSE in 2025.

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Director Compensation

Net Power’s current non-employee director compensation policy is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of Net Power stock to further align their interests with those of Net Power’s stockholders. Non-employee directors who are designated, nominated or appointed by, or on behalf of, any of our stockholders or any of their respective affiliates, are not eligible to receive any compensation under the policy. The policy provides the following compensation for eligible non-employee directors:

•	an annual cash retainer of $60,000 for each non-employee director;

•

an additional annual cash retainer of $25,000 for each of the non-executive chair and any lead director (or equivalent position, the “Lead Director”) (or if the non-executive chair also serves as the Lead Director or if no member of the Board serves as the Lead Director, $50,000 for the non-executive chair);

•	an additional annual cash retainer for serving as a committee chair in the following amounts: (i) $20,000 for the audit committee chair, (ii) $15,000 for the compensation committee chair and (iii) $12,000 for the nominating and corporate governance committee chair;

•

an additional annual cash retainer for serving as a committee member in the following amounts: (i) $10,000 for each audit committee member, (ii) $7,500 for each compensation committee member and (iii) $6,000 for each nominating and corporate governance committee member (in each case, excluding the chair of the applicable committee); and

•

commencing on the first annual meeting of Net Power’s stockholders, an annual equity award with grant date fair value of $150,000 for each non-employee director, granted in the form of RSUs that will vest on the earlier of (i) the day before the date of the following annual meeting of Net Power’s stockholders and (ii) one-year anniversary of the grant date, subject to the non-employee director’s continuous service through the applicable vesting date.

The annual cash retainers are paid quarterly in arrears and prorated for the eligible non-employee director’s period of service on the Board or the applicable positions on the Board (or committee thereof) as described above. Non-employee directors may elect to receive cash retainer amounts in the form of unrestricted shares of our Class A Common Stock. In addition, each of Net Power’s eligible non-employee directors who was appointed to the Board on the date of consummation of the Business Combination received a one-time grant of RSUs under the Incentive Plan with a grant date fair value of $300,000. Each of these one-time grants will vest ratably on each of the first, second and third anniversaries of the grant date, subject to the non-employee director’s continuous service through the applicable vesting date.

Additionally, members of a Special Committee of the Board received compensation of $15,000 a month for the period of August through December 2025 for service on such committee. The members of the Special Committee are Ralph Alexander, Alejandra Veltmann, and Joseph Kelliher.

The following table shows information concerning the compensation for services provided to our Board by the eligible non-employee directors for the year ended December 31, 2025. Mr. Rice, our Chief Executive Officer, receives no compensation for his service as a director.


Name	Fees Paid or Earned in Cash ($)	Stock Awards ($)⁽¹⁾	Total ($)
Ralph Alexander	145,000	150,000	295,000
Joseph T. Kelliher	164,500⁽²⁾	150,000	314,500
Carol Peterson	76,000	150,000	226,000
Alejandra Veltmann	147,500	150,000	297,500
Peter J. (Jeff) Bennett⁽³⁾	—	—	—
J. Kyle Derham⁽³⁾	—	—	—
Frederick A. Forthuber⁽³⁾	—	—	—
Brad Pollack⁽³⁾	—	—	—
Eunkyung Sung⁽³⁾⁽⁴⁾	—	—	—

(1)

Represents awards of 67,568 RSUs granted on June 3, 2025, to each of Messrs. Alexander and Kelliher and Mmes. Peterson and Veltmann which vest as described in the narrative preceding this table. The amounts reported in this column represent the grant date fair value of RSUs granted to the directors in the fiscal year ended December 31, 2025, as computed in accordance with ASC 718. See Note 10 to Net Power’s audited consolidated financial statements included in its 2025 Annual Report, for a discussion of all assumptions made by us in determining the

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grant date fair value of our equity awards. The aggregate number of shares of Class A Common Stock subject to unvested RSUs held by each of Mr. Alexander, Mr. Kelliher, Ms. Peterson, and Ms. Veltmann was 97,233. None of our other non-employee directors held any unvested equity awards as of December 31, 2024.

(2)	In accordance with our director compensation policy, Mr. Kelliher elected to receive the amount of his cash retainer fees for the first quarter of 2025 in the amount of $26,125 in the form of unrestricted shares of Class A Common Stock.

(3)	These non-employee members of our Board did not receive any compensation for services on our Board in 2025.

(4)	Ms. Sung resigned as a director on July 10, 2025.

Equity Compensation Plan Information

The following table provides certain information with respect to the Omnibus Plan, our only equity compensation plan, as of December 31, 2025.


	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)	Weighted- average exercise price of outstanding options, warrants and rights ($)⁽¹⁾	Number of securities remaining available for future issuance under equity compensation plans (#)⁽²⁾
Equity compensation plans approved by security holders	10,280,402	5.61	31,867,620
Equity compensation plans not approved by stockholders	—	—	—
Total	10,280,402	5.61	31,867,620

(1)	The weighted average exercise price reflected in this column is calculated based solely on the exercise prices of outstanding options. RSUs and PSUs do not have an exercise price and thus are not included in this calculation.

(2)

This column reflects the total number of shares of Class A Common Stock remaining available for issuance under the Omnibus Plan as of December 31, 2025, excluding the shares subject to outstanding awards reflected in column (a). The Omnibus Plan contains a formula for calculating the number of securities available for issuance under the Omnibus Plan. Pursuant to such formula, the total number of shares of Class A Common Stock reserved for issuance under the Omnibus Plan increases annually on January 1 of each calendar year beginning in calendar year 2024, and ending and including calendar year 2033, by an amount equal to the lesser of (a) 5% of the aggregate number of shares of Class A Common Stock and Class B Common Stock, in each case, that are outstanding on December 31 of the immediately preceding calendar year and (b) such smaller number of shares of Class A Common Stock as is determined by the Board.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions

Baker Hughes Agreements

Amended and Restated JDA

On December 13, 2022, Net Power entered into the Amended and Restated JDA with RONI, RONI OpCo, NPI and NPT. The Amended and Restated JDA amends and restates the Original JDA, which was entered into in connection with a capital investment by BHES (a beneficial owner of more than five percent of Net Power Common Stock) into Net Power (described below), to allow for the joint development of a turbo expander prototype for use in Power Plants (as defined in the Amended and Restated JDA), including a combustor (the “Joint Development”).

The development work to be undertaken by NPI and related milestones are described in statements of work. Subject to limited exceptions, the Company is required to reimburse NPI for all costs associated with the performance of its obligations under the applicable statement of work. A percentage of such reimbursement is paid in cash with the remaining amount being paid via issuance of additional OpCo Units and Class B Common Stock to NPI or its designee. Similarly, the Company is required to reimburse NPI for certain cost overruns through a combination of cash and issuance of securities, as provided in the Amended and Restated JDA. During 2025, we paid approximately $32.9 million to NPI and we issued a total of 5,341,600 OpCo Units and 5,341,600 shares of Class B Common Stock to BHES pursuant to the Amended and Restated JDA for services provided thereunder.

Also, pursuant to the Amended and Restated JDA, NPI or its designee will receive additional OpCo Units and Class B Common Stock in an amount equal to the product of 64,799 and the Exchange Ratio (as defined in the Amended and Restated JDA) upon the achievement of certain milestones and the occurrence of certain other events. Immediately prior to the Closing of the Business Combination as a result of the Change of Control (as defined in the Amended and Restated JDA), NPI (or its designee) received 47,000 shares of Old Net Power, which were exchanged for 1,500,264 OpCo Units and 1,500,264 shares of Class B Common Stock upon the Closing. Additionally, in November 2025, BHES received 568,153 OpCo Units and 568,153 shares of Class B Common Stock in recognition of the achievement of certain agreed-upon milestones.

The Amended and Restated JDA is subject to customary covenants, representations and warranties. The term of the Amended and Restated JDA expires on the later of February 3, 2027 or the completion or termination of the statements of work, unless terminated earlier in accordance with the agreement. Either the Company or NPI may terminate the Amended and Restated JDA upon 15 days’ prior notice to the other parties in the event of occurrence or continuation of certain events or material breaches of the terms of the Amended and Restated JDA. Furthermore, NPI may terminate the Amended and Restated JDA upon the occurrence of a change of control, other than the Business Combination.

In order to jointly commercialize the Net Power Platform (as defined in the BH License Agreement (as defined below)) together with the turbo expander and related equipment that may result from the Amended and Restated JDA (the “Commercialization”), on May 12, 2022, NPI and Old Net Power entered into a commercial agreement (the “BH Commercial Agreement”) to provide a framework through which they will cooperate to identify, evaluate and pursue opportunities with potential customers in the utility and industrial markets. Pursuant to the terms of the BH Commercial Agreement and consistent with the exclusivity granted under the BH License Agreement, NPI has certain rights to be the sole supplier of a turbo expander equipment package for the Net Power Cycle.

In January 2026, Net Power agreed to suspend development activities under the Amended and Restated JDA from the December 31, 2025 effective date through March 31, 2026 (subject to further extension upon agreement from both parties) (the “BHES JDA Suspension Agreement”). Under the terms of the BHES JDA Suspension Agreement, the Company was obligated to pay BHES any invoiced costs incurred in the fourth quarter of 2025 and any costs resulting or arising from the suspension, up to a $3.0 million cap. In April 2026, Net Power agreed to extend the BHES JDA Suspension Agreement through May 30, 2026.

BH License Agreement

In connection with the Original JDA, on February 3, 2022, Net Power entered into the BH License Agreement with NPT (the “BH License Agreement”), pursuant to which the Company granted a worldwide, royalty-free, license to certain intellectual property rights that were licensed to the Company pursuant to the Amended and Restated License Agreement with 8 Rivers to NPT and its affiliates in connection with the Joint Development and the Commercialization.

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The Company’s license to NPT is an exclusive license, subject to loss of exclusivity, upon the occurrence of certain events, such as the sale of a prescribed number of turbo expander equipment packages, as described in the BH License Agreement. In addition, pursuant to the BH License Agreement and the Original JDA, NPT granted a license to the Company to certain rights to derivative works, modifications and improvements related to the Net Power Platform (as defined in the BH License Agreement).

The BH License Agreement is subject to customary covenants, representations and warranties. The term of the BH License Agreement continues until terminated (a) by written agreement of NPT and the Company, (b) by NPT at any time, upon 30 days’ prior written notice to the Company, and (c) by the Company in limited circumstances, including in the event of insolvency of NPT or valid termination of the Amended and Restated JDA, upon 60 days’ prior written notice to NPT.

On February 3, 2022, in connection with the Original JDA and the BH License Agreement, 8 Rivers and Net Power entered into the Limited Excluded Field License Agreement, which was further amended and restated on December 13, 2022, pursuant to which 8 Rivers granted the Company a perpetual, royalty-free license for certain incidental uses of fuel sources that may be in the Excluded Field.

Limited Notice to Proceed

Through December 31, 2025, Net Power was a party to a limited notice to proceed with BHES for the purchase of long-lead materials necessary for the procurement and manufacture of the turboexpander and related key process equipment and machinery for Net Power’s first utility-scale power plant, along with related fees and services (the “BHES LNTP”). Pursuant to the terms of the BHES JDA Suspension Letter, Net Power terminated the BHES LNTP and incurred $26.1 million in contract cancellation costs. Through December 31, 2025, Net Power has incurred a total of $45.6 million under the BHES LNTP, as amended, related to contract cancellation costs and contractual milestone payments.

BHES Equipment Purchase

On August 14, 2025, Net Power committed to purchase a lube oil system from BHES for the La Porte Demonstration Facility for $1.6 million. As of December 31, 2025, Net Power incurred $0.2 million related to this commitment, and pursuant to the terms of the BHES JDA Suspension Letter, Net Power terminated the lube oil system purchase from BHES for no additional cost.

Services Agreements

On September 5, 2019, Old Net Power entered into a Master Services Agreement with OXY (a beneficial owner of more than five percent of each of the Class A Common Stock and Class B Common Stock), with an effective date of November 5, 2018, pursuant to which OXY provided the Company certain technical, administrative, marketing and other support services upon receipt of work orders (the “OXY Master Services Agreement”). On November 25, 2022, Old Net Power entered into another Master Services Agreement with OXY, which replaced the OXY Master Services Agreement (together, the “OXY MSAs”). Pursuant to the terms of OXY MSAs, Old Net Power incurred an aggregate expense of approximately $2.1 million to OXY through December 31, 2025.

On January 1, 2020, Old Net Power entered into a Master Services Agreement with Constellation, effective as of January 1, 2021 (as amended, the “Constellation Master Services Agreement”), pursuant to which Constellation provided the Company certain technical, administrative, marketing and other support services upon receipt of work orders. Prior to the Constellation Master Services Agreement, Constellation provided certain services to the Company pursuant to the Contribution Agreement valued at $20 million. Pursuant to the terms of Constellation Master Services Agreement, Old Net Power incurred an aggregate expense of approximately $6.0 million to Constellation through December 31, 2025.

Land Lease Agreement

On March 8, 2024, a subsidiary of Net Power entered into an agreement with a subsidiary of Occidental Petroleum for the lease of a parcel of land in West Texas upon which Net Power intends to build a utility-scale power plant. The lease became effective on December 1, 2024. The lease has an initial term of 60 months from the commencement date and may be extended for up to three consecutive periods of ten years. Additionally, the lease contains an option to purchase the land during the lease term. Through December 31, 2025, we paid approximately $22,119 in rent pursuant to the lease agreement.

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Stockholders’ Agreement

On June 8, 2023, as contemplated by the Business Combination Agreement, RONI, RONI OpCo, Buyer, Sponsor, the Principal Legacy Net Power Holders and BHES entered into the Stockholders’ Agreement.

The Stockholders’ Agreement provides that, among other things, the Board will initially consist of 10 members and:

•

the holders of a majority of the Common Stock held by OXY or its Permitted Transferees (as defined in the Stockholders’ Agreement) will have the right to designate three director nominees for appointment or election to Board (the “OXY Directors” or each, an “OXY Director”); provided that (i) on the first date after the Closing Date that OXY, together with its Permitted Transferees, fails to hold at least 25% of the issued and outstanding voting interests of the Company, the right of OXY to designate three director nominees shall cease, and the term of one then current OXY Director shall thereupon automatically end, (ii) further, on the first date after the Closing Date that OXY, together with its Permitted Transferees, fails to hold at least 20% of the issued and outstanding voting interests of the Company, the right of OXY to designate two OXY Directors shall cease, and the term of one then current OXY Director shall thereupon automatically end, and (iii) further, on the first date after the Closing Date that OXY, together with its Permitted Transferees, fails to hold at least 10% of the issued and outstanding voting interests of the Company (the “Third OXY Fall-Away Date”), the right of OXY to designate an OXY Director shall cease, and the term of the then current OXY Director shall thereupon automatically end;

•

the holders of a majority of the Common Stock held by NPEH (who is controlled by 8 Rivers) or its Permitted Transferees will have the right to designate one director nominee for appointment or election to the Board (the “8 Rivers Director”); provided that on the first date (the “8 Rivers Fall-Away Date”) after the Closing Date that (i) 8 Rivers, together with its Permitted Transferees, fails to hold at least 10% of the issued and outstanding voting interests of the Company and (ii) 8 Rivers’ Percentage Interest (as defined in the Stockholders’ Agreement) represents less than 50% of its Initial Percentage Interest (as defined in the Stockholders’ Agreement), the right of 8 Rivers to designate a director shall cease, and the term of the then current 8 Rivers Director shall thereupon automatically end;

•

the holders of a majority of the Common Stock held by Constellation or its Permitted Transferees will have the right to designate one director nominee, who shall be an independent director for purposes of the applicable stock exchange listing standards, for appointment or election to the Board (the “Constellation Director”); provided that, on the first date (the “Constellation Fall-Away Date”) after the Closing Date that (i) Constellation, together with its Permitted Transferees, fails to hold at least 10% of the issued and outstanding voting interests of the Company and (ii) Constellation’s Percentage Interest represents less than 50% of its Initial Percentage Interest, the right of Constellation to designate a director shall cease, and the term of the then current Constellation Director shall thereupon automatically end;

•

the holders of a majority of the Common Stock held by Sponsor or its Permitted Transferees will have the right to designate one director for appointment or election to the Board (the “Sponsor Director”); provided that on the first date after the Closing Date that (i) Sponsor, together with its Permitted Transferees, fails to hold at least 5% of the issued and outstanding voting interests of the Company and (ii) Sponsor’s Percentage Interest represents less than 50% of its Initial Percentage Interest, the right of Sponsor to designate a director shall cease, and the term of the then current Sponsor Director shall thereupon automatically end;

•	the Board will nominate the person then serving as the Chief Executive Officer of the Company for appointment or election to the Board; and

•

the Board will nominate for appointment or election to the Board a minimum of three independent directors (the “Company Directors”), and prior to the Third OXY Fall-Away Date, the 8 Rivers Fall-Away Date and the Constellation Fall-Away Date, as applicable, the Board will consult with OXY, 8 Rivers and Constellation, respectively, concerning the persons to be designated by the Board as the Company Directors.

As of the date hereof, (i) Peter J. (Jeff) Bennett, Frederick A. Forthuber, and Brad Pollack serve as the OXY Directors, (ii) Carol Peterson serves as the Constellation Director, (iii) J. Kyle Derham serves as the Sponsor Director, (iv) Daniel Joseph Rice, IV serves as the Company’s Chief Executive Officer and as a member of the Board, and (v) Ralph Alexander, Joseph T. Kelliher, and Alejandra Veltmann serve as the Company Directors. The 8 Rivers Director position is currently vacant, but NPEH retains the right to designate a director to fill that position.

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Also, subject to the terms and conditions and with exceptions as set forth in the Stockholders’ Agreement, each Principal Legacy Net Power Holder and BHES agreed to the following lock-up restrictions:

•

33¹∕3% of its Price-Based Lock-up Shares (as defined in the Stockholders’ Agreement) may not be transferred until after the three-year anniversary of the Closing Date; provided, however, that if the last sale price of the Class A Common Stock on the principal exchange on which such securities are then listed or quoted, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then one-third of the Price-Based Lock-up Shares will no longer be subject to such lock-up restrictions, (ii) $14.00 per share, then an additional one-third of the Price-Based Lock-up Shares will no longer be subject to such lock-up restrictions, and (iii) $16.00 per share, then all of the Price-Based Lock-up Shares will no longer be subject to such lock-up restrictions (the “First Price-Based Lock-up Release”); and

•

66²∕3% of its Time-Based Lock-up Shares (as defined in the Stockholders’ Agreement) may not be transferred until after the one-year anniversary of the Closing Date; provided, however, that if the last sale price of the Class A Common Stock on the principal exchange on which such securities are then listed or quoted, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the Closing Date, exceeds $12.00 per share, then the Time-Based Lock-up Shares will no longer be subject to such lock-up restrictions (the “Second Price-Based Lock-up Release”).

On July 24, 2023, the First Price-Based Lock-up Release occurred, and on September 12, 2023, the Second Price-Based Lock-up Release occurred.

Additionally, pursuant to the Stockholders’ Agreement, subject to the terms and conditions and with customary exceptions as set forth therein, the Principal Legacy Net Power Holders and BHES were granted certain customary registration rights, including, among other things, “piggyback” registration rights that allow them to include their Registrable Securities (as defined in the Stockholders’ Agreement) in certain registrations initiated by the Company. Also, subject to the terms and conditions and with customary exceptions as set forth in the Stockholders’ Agreement, each Principal Legacy Net Power Holder may request to sell all or any portion of its Registrable Securities in an underwritten offering, provided that the Company shall only be obligated to effect such an underwritten offering if the total offering price (before deduction of underwriting discounts and commissions) of the securities included therein is reasonably expected to exceed, in the aggregate, $25 million or if the request is with respect to all of the then outstanding Registrable Securities of such Principal Legacy Net Power Holder.

OpCo LLC Agreement

On the Closing Date, OpCo’s existing limited liability company agreement was amended and restated to, among other things, reflect the Business Combination. Pursuant to the OpCo LLC Agreement, the Company serves as the sole managing member of OpCo. The OpCo LLC Agreement provides each member of OpCo (other than the Company) the right to cause the Company to cause OpCo to redeem all or a portion of such member’s OpCo Units in exchange for an equal number of shares of Class A Common Stock or, at the Company’s election under certain circumstances set forth therein, cash, in each case, subject to certain restrictions set forth therein. Upon redemption of any OpCo Units, an equal number of shares of Class B Common Stock held by the redeeming member of OpCo shall be canceled.

Under the OpCo LLC Agreement, prior to January 17, 2025, OpCo was required, when certain conditions are met, to make tax-related distributions to the Class A OpCo Unit holders. These conditions were met in 2024 and, as a result, during the fourth quarter of 2024, OpCo made a tax-related partnership distribution of $4.8 million. The Third Amended and Restated Limited Liability Company Agreement of OpCo was effective January 17, 2025. Under the amended agreement, future partnership distributions will not be required unless OpCo is in a taxable income position.

Support Agreement

Concurrently with the execution of the Business Combination Agreement, RONI, Sponsor, Net Power and the Principal Legacy Net Power Holders and BHES (collectively, the “Support Agreement Unitholders”) entered into a Support Agreement (as amended pursuant to its terms, the “Support Agreement”), pursuant to which each Support Agreement Unitholder agreed to, among other things, (i) retain their respective equity interests, (ii) vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (iii) be bound by certain other covenants and agreements related to the Business Combination.

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Indemnification Agreements

Our Bylaws provide that Net Power will indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”), subject to certain exceptions contained in our Bylaws. In addition, our Certificate of Incorporation provides that Net Power’s directors and executive officers will not be liable for monetary damages for breach of fiduciary duty.

Net Power has also entered into indemnification agreements with each of its executive officers and directors. The indemnification agreements provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements.

Tax Receivable Agreement

On the Closing Date, as contemplated by the Business Combination Agreement, Net Power and OpCo entered into the Tax Receivable Agreement, dated June 8, 2023 (the “Tax Receivable Agreement”), with OpCo Unitholders who received OpCo Units pursuant to the Business Combination Agreement as consideration for equity interests in Old Net Power (the “TRA Unitholders”) and the Agent (as defined therein). Pursuant to the Tax Receivable Agreement, the Company will be required to pay to the TRA Unitholders 75% of the tax savings that the Company realizes as a result of increases in tax basis in OpCo’s assets resulting from the exchange of OpCo Units for Class A Common Stock (or cash) pursuant to the OpCo LLC Agreement as well as certain other tax benefits, including tax benefits attributable to payments under the Tax Receivable Agreement. Nonpayment of the Company’s obligations for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement, resulting in a lump-sum payment, which may be substantial.

In May 2025, pursuant to its rights under the Tax Receivable Agreement, the Company delivered to the agent of the TRA Unitholders notice of the Company’s intent to terminate the Tax Receivable Agreement (the “Early Termination Notice”). No early termination payment was payable to any TRA Unitholder. The Early Termination Notice became final and binding on June 12, 2025.

Related-Person Transactions Policy

The Board of Directors has adopted a written Related Party Transactions policy that requires that related party transactions (as defined below) be reviewed and, if appropriate, approved by the Board’s Audit Committee, subject to certain exceptions. Our Related Party Transactions policy is designed to minimize potential conflicts of interest arising from any dealings we may have with our affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time:

A “related party transaction” is a transaction, arrangement or relationship in which the Company or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related party had, has or will have a direct or indirect material interest. A “related party” means:

►	any person who is, or at any time during the applicable period was, one of the Company’s executive officers or one of the Company’s directors;

►	any person who is known by the Company to be the beneficial owner of more than 5% of the Company’s voting stock;

►

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of the Company’s voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of the Company’s voting stock; and

►	any firm, corporation or other entity in which any of the foregoing persons is a partner or principal, or in a similar position, or in which such person has a 10% or greater beneficial ownership interest.

We have policies and procedures designed to minimize potential conflicts of interest arising from any dealings we may have with our affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to our Audit Committee charter and our written Related Party Transactions Policy, the Audit Committee has the responsibility to review, oversee and approve related party

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transactions. In determining whether to approve or ratify any such transaction, the Audit Committee will take into account, among other factors it deems appropriate, (i) whether the transaction is on terms no less favorable than terms generally available to unaffiliated third parties under the same or similar circumstances and (ii) the extent of the related party’s interest in the transaction.

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BENEFICIAL OWNERSHIP OF SHARES

The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of April 10, 2026 (except as otherwise indicated) by:

►	each person or entity known by us to beneficially own more than 5% of our Common Stock,

►	each named executive officer and current director (including each nominee) of the Company; and

►	all current executive officers and directors of the Company, as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if they possess sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned Common Stock.


	Class A Common Stock		Class B Common Stock		Total Common Stock
Name of Beneficial Owners	Number of Shares	Ownership Percentage⁽¹⁾	Number of Shares⁽²⁾	Ownership Percentage⁽¹⁾	Number of Shares	Ownership Percentage⁽¹⁾
Five Percent Holders:
Constellation Energy Generation, LLC⁽³⁾	500,000	*	36,030,716	26.4%	36,530,716	16.3%
Daniel J. Rice, IV 2018 Irrevocable Trust⁽⁴⁾	5,723,180	6.5%	1,673,162	1.2%	7,396,342	3.3%
OLCV NET Power, LLC⁽⁵⁾	33,999,995	38.5%	55,553,247	40.7%	89,553,242	39.8%
Toby Z. Rice 2018 Irrevocable Trust⁽⁶⁾	4,055,073	4.6%	869,629	*	4,924,702	2.3%
NPEH, LLC⁽⁷⁾	3,400,000	3.8%	17,729,880	13.0%	21,129,880	9.4%
Baker Hughes Energy Services LLC⁽⁸⁾	562,672	*	18,090,124	13.3%	18,652,796	8.3%
Directors and Executive Officers:
Ralph Alexander	—	—	—	—	—	—
Peter J. (Jeff) Bennett	—	—	—	—	—	—
J. Kyle Derham⁽⁹⁾	2,924,635	3.3%	1,676,668	1.2%	4,601,303	2.0%
Frederick A. Forthuber	—	—	—	—	—	—
Joseph T. Kelliher	25,422	*	—	—	25,422	*
Carol Peterson	—	—	—	—	—	—
Brad Pollack	—	—	—	—	—	—
Daniel Joseph Rice, IV⁽¹⁰⁾	—	—	—	—	—	—
Alejandra Veltmann	—	—	—	—	—	—
Marc Horstman⁽¹¹⁾	254,412	*	—	—	254,412	*
Lee Shuman	—	—	—	—	—	—
All directors and executive officers as a group (11 individuals)	2,964,469	3.4%	1,676,668	1.2%	4,881,137	2.2%

*	less than 1%

(1)	Based on 88,383,801 shares of Class A Common Stock issued and outstanding and 136,377,880 shares of Class B Common Stock issued and outstanding for a total of 224,761,681 shares of Common Stock as of April 10, 2026.

(2)

Pursuant to the OpCo LLC Agreement, at the request of the holder, each OpCo Unit may be redeemed for, at the Company’s election, a newly-issued share of Class A Common Stock or cash, and upon redemption of such OpCo Unit, a share of Class B Common Stock shall be surrendered by the holder and canceled by the Company.

(3)	Constellation Energy Generation, LLC is also the record holder of 36,030,716 OpCo Units. The address of Constellation Energy Generation, LLC is 200 Exelon Way, Kennett Square, Pennsylvania 19348.

(4)

The number of shares of Class A Common Stock includes 2,423,180 shares of Class A Common Stock issuable upon the exercise of warrants. Daniel J. Rice, IV 2018 Irrevocable Trust is also the record holder of 1,673,162 OpCo Units. Andrew L. Share, as trustee of Daniel J. Rice, IV 2018 Irrevocable Trust, has voting and investment power over the reported securities. The address of Daniel J. Rice, IV 2018 Irrevocable Trust is c/o Nixon Peabody LLP, 900 Elm Street, Manchester, New Hampshire 03101.

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(5)	OLCV NET Power, LLC is also the record holder of 55,553,247 OpCo Units. The address of OLCV NET Power, LLC is 5 Greenway Plaza, Suite 110, Houston, Texas 77046.

(6)

The number of shares of Class A Common Stock includes 1,257,573 shares of Class A Common Stock issuable upon the exercise of warrants. Toby Z. Rice 2018 Irrevocable Trust is also the record holder of 869,629 OpCo Units. Andrew L. Share, as trustee of Toby Z. Rice 2018 Irrevocable Trust, has voting and investment power over the reported securities. The address of Toby Z. Rice 2018 Irrevocable Trust is c/o Nixon Peabody LLP, 900 Elm Street, Manchester, New Hampshire 03101.

(7)

NPEH is the record holder of 17,729,880 shares of Class B Common Stock and 17,729,880 OpCo Units. 8 Rivers directly owns a majority of the outstanding equity of NPEH and is the manager of NPEH and thus NPEH is controlled by 8 Rivers, and 8 Rivers may be deemed to be a beneficial owner of the shares beneficially owned by NPEH. The address of NPEH and of 8 Rivers is 406 Blackwell Street, 4^th Floor, Durham, North Carolina 27701.

(8)	Baker Hughes Energy Services, LLC is also the record holder of 18,090,124 OpCo Units. The address of Baker Hughes Energy Services, LLC is 17021 Aldine Westfield Road, Houston, Texas 77073.

(9)

The number of shares of Class A Common Stock consists of (a) 500,000 shares of Class A Common Stock held by Mr. Derham in his personal capacity, (b) 2,010,586 shares of Class A Common Stock issuable upon the exercise of warrants held by Mr. Derham in his personal capacity and (c) 414,049 shares of Class A Common Stock issuable upon the exercise of warrants held by The Derham Children’s Trust of 2020. The number of shares of Class B Common Stock consists of (i) 1,390,348 shares of Class B Common Stock held by Mr. Derham in his personal capacity and (ii) 286,320 shares of Class B Common Stock held by The Derham Children’s Trust of 2020. Mr. Derham, as trustee of The Derham Children’s Trust of 2020, has voting and investment power over the securities held by The Derham Children’s Trust of 2020.

(10)	Does not include the 3,300,000 shares of Class A Common Stock, 1,673,162 shares of Class B Common Stock or 2,423,180 warrants held of record by Daniel J. Rice IV 2018 Irrevocable Trust because the trustee, rather than Mr. Rice, has voting and investment power over such securities.

(11)	The number of shares of Class A Common Stock includes 240,000 shares of Class A Common Stock issuable upon the exercise of stock options that will vest on June 2, 2026.

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ITEM 2-RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITOR

Under the rules and regulations of the SEC and NYSE, the Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent auditor. In addition, the Audit Committee considers the independence of our independent auditor and participates in the selection of the independent auditor’s lead engagement partner. The Audit Committee has appointed, and, as a matter of good corporate governance, is requesting ratification by the stockholders of the appointment of, the registered public accounting firm of KPMG LLP (“KPMG”) to serve as independent auditor for the fiscal year ending December 31, 2026. The Audit Committee considered a number of factors in determining whether to engage KPMG as the Company’s independent registered public accounting firm, including the firm’s professional qualifica

Daniel J. Rice IV

Chief Executive Officer

Marc Horstman

Chief Operating Officer and President

Lee Shuman

Chief Financial Officer

SEC Form DEF 14A filed by NET Power Inc.