NET Power Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
NPWR$0.81+5.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-11.
0001845437-25-000053
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001845437-25-000061
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 90 previous paragraphs and 94 current paragraphs.
50 unchanged; 36 reworded; 8 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
During the third quarter of 2025, we completed a market analysis of our oxy-combustion technology, identifying slower than anticipated acceptance and deployment of the technology from previous expectations. The value engineering efforts on Project Permian identified significant cost reductions, but not to a level that is economically competitive in the current market. Although we believe that oxy-combustion technology remains a viable, long-term solution for the delivery of low-carbon intensity power, we also believe that the near-term prioritization of gas turbines with post-combustion carbon capture is the optimal approach to meeting current market demands.
Current report
In response to unprecedented demand growth for low-cost, firm power generation solutions with viable pathways to decarbonize, we have broadened the scope of our business to include the generation of power using natural gas turbines paired with post-combustion carbon capture technology. In order to preserve capital for this new business opportunity, we have determined to pause all development work and related expenditures for SN1. We intend to complete Phase I testing at our Demonstration Plant in La Porte, Texas, which we expect to conclude by the end of 2025, after which we will reassess future testing phases.
Current report
Impairment and other charges
Current report
During the three months ended September 30, 2025, the Company recognized an impairment loss of $1,095.8 million related to its long-lived assets as a result of the responsiveness from potential customers to the Company’s technology and integrated product offering, the estimated cost reductions achieved in Project Permian, and the resulting revisions to the Company’s forecasted future unit deployments and related cash flows based upon the perceived marketability and commercial viability of the Company’s technology.
Current report
Impairment and other charges
Current report
Our financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. Preparation of the financial statements requires our management to make a number of judgments, estimates and assumptions relating to the reported amounts of expenses, assets, and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates, and assumptions could have a material impact on our financial statements. Our significant accounting policies are described in Note 2 — Significant Accounting Policies in our consolidated financial statements included in Part II, Item 8 in our Annual Report.
Current report
Impairment of Long-Lived Assets
Current report
We believe evaluating the recoverability of long-lived assets is a critical accounting estimate because it requires management to make judgments and assumptions regarding future trends and events. When events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the Company prepares projections of the undiscounted future cash flows expected to be generated from the underlying asset group. If the projections indicate that the underlying asset grouping is not expected to be recoverable, the estimated fair value of the asset group is determined. An impairment loss is recognized based on the difference between the carrying value of the asset group and its estimated fair value. The loss is allocated to the long-lived assets of the group on a pro-rata basis using the relative carrying amounts of those assets. For the three and nine months ended September 30, 2025, we recognized impairment loss of$1,095.8 million.
Removed paragraphs (4)
Previous report
During the second quarter of 2025, alongside ongoing value engineering efforts to lower the cost of Net Power’s core product, we initiated a techno-economic study to assess the integration of combustion gas turbines into Net Power projects. This configuration enhances project economics and accelerates market deployment, aligning with customers’ increasing demand for scalable, reliable power solutions while advancing our mission to provide clean, dependable energy globally. We are exploring the adoption of this configuration for Project Permian and future Net Power projects.
Previous report
In addition to the value engineering process discussed above, major remaining development activities relating to completing construction of SN1 are similar to the activities we previously undertook to design, build, and commission the Demonstration Plant. These activities include: finalizing all permitting, supply and off-take contracts, obtaining the financing required to achieve a final investment decision, and constructing and commissioning the facility.
Previous report
Goodwill impairment and other charges
Previous report
There have been no material changes to our discussion of critical accounting estimates from those set forth in our Annual Report.
Reworded paragraphs (36)
Previous wording
Net Power is a clean energy technology company that has developed a novel power generation system (which we refer to as the “Net Power Cycle”) designed to produce reliable and affordable electricity from natural gas while capturing virtually all atmospheric emissions. The Net Power Cycle is designed to inherently capture CO 2 while producing virtually no air pollutants such as SOX, NOX, and other particulates.
Current wording
Net Power is an energy technology company focused on delivering low-carbon gas power solutions. Historically, our sole business has been the development of a novel oxy-combustion power generation system (which we refer to as the “Net Power Cycle”) designed to produce reliable and affordable electricity from natural gas while capturing virtually all atmospheric emissions. The Net Power Cycle is designed to inherently capture CO 2 while producing virtually no air pollutants such as SOX, NOX, and other particulates. Recently, we have broadened the scope of our business to potentially include the development of low-carbon gas power solutions using more standard natural gas turbines paired with post-combustion carbon capture technology.
Previous wording
We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including, but not limited to, cost over-runs in the testing and operation of the Demonstration Plant and future utility-scale plants, technical problems with the Net Power Cycle that could impact performance, potential supply chain issues, changes in tax policies and other incentives supporting carbon capture, our access to the capital needed to finance the development of utility and commercial-scale plants, and development of competing energy technologies sooner or at a lesser cost than the Net Power Cycle. Supply chain issues related to the manufacturing and transportation of key equipment, including as a result of tariffs imposed by the U.S. or other countries or other trade barriers, measures, or conflicts, may lead to a delay in our commercialization efforts, which could impact our results of operations, financial condition and prospects. Also, currency fluctuations, inflation, and tariffs and other trade barriers, measures or conflicts may significantly increase freight charges, raw material costs and other expenses associated with our business, and such increased costs could materially and adversely affect our results of operations, financial condition and prospects.
Current wording
We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including, but not limited to, potential supply chain issues, changes in tax policies and other incentives supporting carbon capture, our access to the capital needed to finance the development of our projects, and development of competing energy technologies sooner or at a lesser cost than our products. Supply chain issues related to the manufacturing and transportation of key equipment, including as a result of tariffs imposed by the U.S. or other countries or other trade barriers, measures, or conflicts, may lead to a delay in our commercialization efforts, which could impact our results of operations, financial condition and prospects. Also, currency fluctuations, inflation, and tariffs and other trade barriers, measures or conflicts may significantly increase freight charges, raw material costs and other expenses associated with our business, and such increased costs could materially and adversely affect our results of operations, financial condition and prospects.
Previous wording
Specifically, on July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”), a large piece of tax and spending legislation that has specific material effects for Net Power’s intended SN1 project and future pipeline. The OBBBA preserved the core elements of the 45Q tax credit for carbon sequestration and use, including eligibility for programs to efficiently monetize the credits (i.e., direct pay and transferability). The OBBBA also created parity in 45Q credit value for carbon emissions used in enhanced oil recovery (“EOR”); eligible projects capturing carbon emissions for EOR that would have previously been eligible for a $60/ton credit will now be eligible for the full value of $85/ton. Net Power expects this increase in credit value to materially improve the economics for projects capturing emissions for EOR, strengthening economics for projects specifically in the Permian Basin and improving the pathway for broad commercialization of the Net Power technology, including projects capturing carbon emissions for permanent sequestration. The OBBBA included additional other provisions with expected fewer material effects on Net Power projects and indirect effects on the broader market for clean power; the full implications of those changes are not yet clear.
Current wording
Specifically, on July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”), a large piece of tax and spending legislation that has specific material effects for Net Power’s intended SN1 project and future pipeline. The OBBBA preserved the core elements of the 45Q tax credit for carbon sequestration and use, including eligibility for programs to efficiently monetize the credits (i.e., direct pay and transferability). The OBBBA also created parity in 45Q credit value for carbon emissions used in enhanced oil recovery (“EOR”); eligible projects capturing carbon emissions for EOR that would have previously been eligible for a $60/ton credit will now be eligible for the full value of $85/ton. Net Power expects this increase in credit value to materially improve the economics for projects capturing emissions for EOR, strengthening economics for projects specifically in the Permian Basin. The OBBBA included additional other provisions with expected fewer material effects on Net Power projects and indirect effects on the broader market for clean power; the full implications of those changes are not yet clear.
Previous wording
Additionally, the Trump Administration has started the process to change regulations on new natural gas-fired power plants. Currently, the U.S. Environmental Protection Agency’s regulations for new gas turbines that run above a 40% capacity factor require such facilities to meet a 90% capture rate by 2032. These regulations were proposed to be repealed on June 11, 2025. The implications of the potential repeal of these regulations are uncertain at this time, but we do not expect such repeal to have a material impact on the market for Net Power’s technology.
Current wording
Additionally, the Trump Administration has started the process to change regulations on new natural gas-fired power plants. Currently, the U.S. Environmental Protection Agency’s regulations for new gas turbines that run above a 40% capacity factor require such facilities to meet a 90% capture rate by 2032. These regulations were proposed to be repealed on June 11, 2025. The implications of the potential repeal of these regulations are uncertain at this time, but we do not expect such repeal to have a material impact on the market for Net Power’s projects.
Previous wording
Over the next several years, Net Power plans to conduct additional research and equipment validation testing campaigns at its Demonstration Plant. In 2024, Net Power began purchasing initial long-lead materials for its first utility-scale power plant (“SN1”) with the intention of locating SN1 in the Permian Basin of West Texas (“Project Permian”). However, after completing the front-end engineering and design (“FEED”) process in December 2024, the indicative cost estimate at that time was higher than originally anticipated. In response, during the first quarter of 2025, Net Power commenced a post-FEED optimization and value engineering process. In March 2025, the Company suspended further long-lead equipment releases but value engineering and certain development work remains in progress as of August 2025. Provided we are successful in our value engineering process, the project would come online no earlier than 2029. We are focused on delivering a project that will catalyze future adoption for utility-scale customers.
Current wording
In 2024, Net Power began purchasing initial long-lead materials for its first utility-scale power plant (“SN1”) with the intention of locating SN1 in the Permian Basin of West Texas (“Project Permian”). However, after completing the front-end engineering and design (“FEED”) process in December 2024, the indicative cost estimate at that time was higher than originally anticipated. In response, during the first quarter of 2025, Net Power commenced a post-FEED optimization and value engineering process. In March 2025, the Company suspended further long-lead equipment releases but value engineering and certain development work continued into the third quarter of 2025.
Previous wording
General and administrative expenses consist primarily of personnel-related expenses associated with our general and administrative organiz ation and professional fees for legal, accounting, information technology, and other consulting services. During the second quarter of 2025, we terminated the employment of our former Chief Operating Officer, our former Chief Financial Officer, our former Chief Accounting Officer, and certain other employees. Such terminations resulted in the payment of severance to these employees, as well as the acceleration of vesting of certain stock-based compensation. We do not expect to incur such costs in future quarters. General and administrative expenses increased by $5.8 million, or 74%, for the three months ended June 30, 2025, as compared to the same period in 2024. This increase was primarily due to $3.1 million of severance costs and $1.1 million of accelerated share-based compensation related to the termination of certain executive management. Additionally, we incurred greater professional fees for engineering and tax consulting as well as higher information technology expenses for the three months ended June 30, 2025, as compared to the same period in 2024.
Current wording
General and administrative expenses consist primarily of personnel-related expenses associated with our general and administrative organiz ation and professional fees for legal, accounting, information technology, and other consulting services. General and administrative expenses increased by $0.7 million, or 8%, for the three months ended September 30, 2025, as compared to the same period in 2024. This increase was primarily due to greater professional fees for engineering and tax consulting and legal fees. Additionally, we incurred higher compensation expense due to stock-based compensation awards granted during 2025 and growth in employee headcount for the three months ended September 30, 2025, as compared to the same period in 2024.
Previous wording
Sales and marketing expenses consist primarily of personnel-related and consultant costs directly associated with our sales and marketing activities, which include general publicity efforts for the Company. Sales and marketing expenses increased by $0.6 million, or 70%, forthe three months ended June 30, 2025, as compared to the same period in 2024. This increase was primarily attributable to costs associated with growth in employee headcount as well as severance costs and related accelerated stock-based compensation.
Current wording
Sales and marketing expenses consist primarily of personnel-related and consultant costs directly associated with our sales and marketing activities, which include general publicity efforts for the Company. Sales and marketing expenses increased by $0.4 million, or 35%, for the three months ended September 30, 2025, as compared to the same period in 2024. This increase was due to higher professional fees and growth in employee headcount.
Previous wording
Research and development (“R&D”) expenses consist primarily of labor expenses and fees paid to third parties working on and testing specific aspects of our technology, including testing at our Demonstration Plant and development activities under the BHES JDA. R&D expenses increased by $11.1 million, or 72%, for the three months ended June 30, 2025, as compared to the same period in 2024. This increase was primarily due to more activity under the BHES JDA and ongoing validation testing campaigns at the Demonstration Plant that began in the fourth quarter of 2024. The Company also expanded its engineering headcount growth to support technology development efforts. Additionally, the Company incurred $1.4 million related to the JDA Make-Whole Payment for the three months ended June 30, 2025; no such payment was incurred for the same period in 2024.
Current wording
Research and development (“R&D”) expenses consist primarily of labor expenses and fees paid to third parties working on and testing specific aspects of our technology, including testing at our Demonstration Plant and development activities under the BHES JDA. R&D expenses increased by $7.2 million, or 42%, for the three months ended September 30, 2025, as compared to the same period in 2024. This increase was primarily due to more activity under the BHES JDA and ongoing validation testing campaigns at the Demonstration Plant that began in the fourth quarter of 2024. The Company also expanded its engineering headcount to support technology development efforts. Additionally, the Company incurred $1.0 million related to the JDA Make-Whole Payments for the three months ended September 30, 2025; no such expense was incurred for the same period in 2024.
Previous wording
Project development expenses consist of labor expenses and fees paid to third parties developing commercial scale projects. Project development expenses increased by $26.3 million, or 3,030%, for the three months ended June 30, 2025, as compared to the same period in 2024. Beginning in March 2025, the Company began expensing costs associated with Project Permian as the Company suspended further long lead equipment releases for the project while it performs a value engineering process to evaluate the feasibility of the project. For the three months ended June 30, 2025, the Company incurred $19.5 million under the BHES LNTP related to certain milestones and $7.3 million of costs related to Project Permian.
Current wording
Project development expenses consist of labor expenses and fees paid to third parties developing commercial scale projects. Project development expenses increased by $9.8 million, or 4,206%, for the three months ended September 30, 2025, as compared to the same period in 2024. Beginning in March 2025, the Company began expensing costs associated with Project Permian as the Company suspended further long lead equipment releases for the project while it performed a value engineering process to evaluate the feasibility of the project. These costs were capitalized during thethree months ended September 30, 2024. For the three months ended September 30, 2025, the Company incurred $9.9 million of costs related to Project Permian.
Previous wording
Depreciation, amortization and accretion expenses consist primarily of depreciation on our Demonstration Plant and amortization of intangible assets. Depreciation, amortization and accretion expense increased by $1.6 million, or 8%, for the three months ended June 30, 2025, as compared to the same period in 2024, primarily due to new additions to the Demonstration Plant.
Current wording
Depreciation, amortization and accretion expenses consist primarily of depreciation on our Demonstration Plant and amortization of intangible assets. Depreciation, amortization and accretion expense decreased by $4.6 million, or 23%, for the three months ended September 30, 2025, as compared to the same period in 2024, primarily due to lower depreciation and amortization rates as a result of the long-lived assets impairment recognized during the three months ended September 30, 2025.
Previous wording
Interest income decreased by $3.6 million, or 39%, for the three months ended June 30, 2025, as compared to the same period in 2024. Interest income decreased due to lower interest-bearing cash and investment balances, decline in interest rates, and lower investment accretion.
Current wording
Interest income decreased by $3.2 million, or 40%, for the three months ended September 30, 2025, as compared to the same period in 2024. Interest income decreased due to lower interest-bearing cash and investment balances, declines in interest rates, and lower investment accretion.
Previous wording
The change in Earnout Shares liability and Warrant liability decreased by $14.8 million, or 91%, for the three months ended June 30, 2025, as compared to the same period in 2024. The change was primarily due to the changes in the market price of our Class A Common Stock, which correlates to the change in value of our Warrants. The Company’s stock price decreased $0.16 per share during the three months ended June 30, 2025 compared to a decrease of $1.56 per share for thethree months ended June 30, 2024.
Current wording
The change in Earnout Shares liability and Warrant liability decreased by $37.0 million, or 134%, for the three months ended September 30, 2025, as compared to the same period in 2024. The change was primarily due to the fluctuations in the market price of our Class A Common Stock as well as higher volatilities. The Company’s stock price increased $0.54 per share during the three months ended September 30, 2025 compared to a decrease of $2.82 per share for thethree months ended September 30, 2024.
Previous wording
Income tax benefit was $1.6 million for the three months ended June 30, 2025, compared to an income tax benefit of $2.4 million for the same period in 2024. This change was due to an increase in the Company’s valuation allowance, partially offset by a favorable permanent difference related to the change in the value of the Warrant liability as compared to the same period in 2024.
Current wording
Income tax benefit was $1.2 million for the three months ended September 30, 2025, compared to an income tax benefit of $4.7 million for the same period in 2024. This change was due to an increase in the Company’s valuation allowance, partially offset by a favorable permanent difference related to the change in the value of the Warrant liability as compared to the same period in 2024.
Previous wording
Net loss attributable to non-controlling interest was 64.4% of net loss before income tax for the three months ended June 30, 2025, as compared to 66.2% of net loss for the three months ended June 30, 2024. The change in the non-controlling interests was due to exchanges by OpCo members of Class A OpCo units for Class A PubCo shares, partially offset by the additional issuance of Class A OpCo units under the BHES JDA.
Current wording
Net loss attributable to non-controlling interest was 64.5% of net loss before income tax for the three months ended September 30, 2025, as compared to 66.0% of net loss for the three months ended September 30, 2024. The change in the non-controlling interests was due to exchanges by OpCo members of Class A OpCo units for Class A PubCo shares, partially offset by the additional issuance of Class A OpCo units under the BHES JDA.
Previous wording
Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024
Current wording
Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024
Previous wording
General and administrative expenses increased by $8.2 million, or 58%, for thesix months ended June 30, 2025, as compared to amounts for thesix months ended June 30, 2024. This increase was primarily due to $3.1 million of severance costs and $1.1 million of share-based compensation related to the termination of certain management team members. Growth in employee headcount and higher stock based compensation also contributed to an overall increase in compensation expense. Additionally, we incurred greater professional fees for engineering, accounting, and legal services as well as higher information technology costs in thesix months ended June 30, 2025, as compared to thesix months ended June 30, 2024.
Current wording
General and administrative expenses increased by $8.7 million, or 39%, for thenine months ended September 30, 2025, as compared to amounts for thenine months ended September 30, 2024. During the second quarter of 2025, we terminated the employment of our former Chief Operating Officer, our former Chief Financial Officer, our former Chief Accounting Officer, and certain other employees. Such terminations resulted in $3.1 million in severance payments to these employees, as well as $1.1 million of stock-based compensation for related vesting accelerations. There also was an overall increase in compensation expense due to growth in employee headcount and stock-based compensation awards granted during 2025. Additionally, we incurred greater professional fees for engineering, tax, and legal services as well as higher information technology expenses related to the Company’s infrastructure buildout during thenine months ended September 30, 2025, as compared to thenine months ended September 30, 2024.
Previous wording
Sales and marketing expenses consist primarily of personnel-related costs and consultants costs directly associated with our sales and marketing activities, which include general publicity efforts for the Company. Sales and marketing expenses increased by $1.1 million, or 65%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. This increase was primarily attributable to increased headcount as well as severance costs and related accelerated stock-based compensation.
Current wording
Sales and marketing expenses consist primarily of personnel-related costs and consultants costs directly associated with our sales and marketing activities, which include general publicity efforts for the Company. Sales and marketing expenses increased by $1.4 million, or 53%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. This increase was primarily attributable to higher employee headcount as well as severance costs and related accelerated stock-based compensation, partially offset by lower professional fees.
Previous wording
R&D expenses consist primarily of labor expenses and fees paid to third parties working on and testing specific aspects ofour technology, including testing at our Demonstration Plant and development activities under the BHES JDA. R&D expenses increased by $22.5 million, or 84%, for thesix months ended June 30, 2025, as compared to amounts for thesix months ended June 30, 2024. This increase was primarily due to the timing of development activities under the BHES JDA and the validation testing campaigns at the Demonstration Plant that began in the fourth quarter of 2024. The Company also expanded its engineering headcount growth to support technology development efforts. Additionally, R&D expenses for thesix months ended June 30, 2025 include $3.9 million forthe BHES JDA Make-Whole Payments; there was no such payment due for the same period in 2024.
Current wording
R&D expenses consist primarily of labor expenses and fees paid to third parties working on and testing specific aspects ofour technology, including testing at our Demonstration Plant and development activities under the BHES JDA. R&D expenses increased by $29.7 million, or 67%, for thenine months ended September 30, 2025, as compared to amounts for thenine months ended September 30, 2024. This increase was primarily due to the timing of development activities under the BHES JDA and the validation testing campaigns at the Demonstration Plant that began in the fourth quarter of 2024. The Company also incurred higher engineering consulting fees and expanded its engineering headcount to support technology development efforts. Additionally, R&D expenses for thenine months ended September 30, 2025 included $4.9 million forthe BHES JDA Make-Whole Payments; there was no such expense made during the same period in 2024.
Previous wording
Project development expenses consist of labor expenses and fees paid to third parties developing commercial scale projects. Project development expenses increased by $30.4 million, or 2,354%, for thesix months ended June 30, 2025, as compared thesix months ended June 30, 2024. Beginning in March 2025, the Company began expensing costs associated with Project Permian as the Company suspended further long lead equipment releases for the project while it performs a value engineering process to evaluate the feasibility of the project. For thesix months ended June 30, 2025, the Company incurred $19.5 million under the BHES LNTP related to certain milestones and $11.1 million of costs related to Project Permian.
Current wording
Project development expenses consist of labor expenses and fees paid to third parties developing commercial scale projects. Project development expenses increased by $40.3 million, or 2,826%, for thenine months ended September 30, 2025, as compared thenine months ended September 30, 2024. Beginning in March 2025, the Company began expensing costs associated with Project Permian as the Company suspended further long lead equipment releases for the project while it performs a value engineering process to evaluate the feasibility of the project. These costs were capitalized during thenine months ended September 30, 2024. For thenine months ended September 30, 2025, the Company incurred $21.0 million of costs related to Project Permian and $19.5 million under a Letter of Limited Notice to Proceed for the Purchase of KPEP Long Lead Time Items with BHES, as amended related to certain milestones.
Previous wording
Goodwill impairment and other charges consists of $359.8 million related to goodwill impairment and $56.1 million in construction-in-progress costs associated with Project Permian. The Company fully impaired goodwill during thesix months ended June 30, 2025 dueto a change in the Company’s business plan and related sustained decrease in the Company’s market capitalization. Additionally, the Company expensed costs associated with the construction of Project Permian as management initiated a value engineering process to assess the project’s feasibility and optimize its design and temporarily paused further long lead equipment releases.
Current wording
During the first quarter of 2025, the Company assessed its goodwill for impairmentdueto a change in the Company’s business plan and related sustained decrease in the Company’s market capitalization. As a result, the Company fully impaired goodwill for an impairment loss of $359.8 million. Also in the first quarter of 2025, the Company expensed $56.1 million of costs associated with the construction of Project Permian as management initiated a value engineering process to assess the project’s feasibility and optimize its design and temporarily paused further long lead equipment releases. In the third quarter of 2025, the Company recognized an impairment loss of $1,095.8 million related to its long-lived assets as a result of the responsiveness from potential customers to the Company’s technology and integrated product offering, the estimated cost reductions achieved in Project Permian, and the resulting revisions to the Company’s forecasted future unit deployments and related cash flows based upon the perceived marketability and commercial viability of the Company’s technology.
Previous wording
Our depreciation, amortization, and accretion expenses consist primarily of depreciation on our Demonstration Plant and amortization of intangible assets. Depreciation, amortization, and accretion expense increased by $3.3 million, or 8%, for thesix months ended June 30, 2025, as compared to amounts for thesame period in 2024, primarily due to new additions to the Demonstration Plant.
Current wording
Our depreciation, amortization, and accretion expenses consist primarily of depreciation on our Demonstration Plant and amortization of intangible assets. Depreciation, amortization, and accretion expense decreased by $1.4 million, or 2%, for thenine months ended September 30, 2025, as compared to amounts for thesame period in 2024, primarily due to lower depreciation and amortization rates as a result of the long-lived asset impairment during the three months ended September 30, 2025.
Previous wording
Interest income decreased by $5.4 million, or 32%, for thesix months ended June 30, 2025, as compared to amounts for thesame period in 2024. This decrease was due to lower interest-bearing cash and investment balances, decline in interest rates, and lower investment accretion.
Current wording
Interest income decreased by $8.5 million, or 35%, for thenine months ended September 30, 2025, as compared to amounts for thesame period in 2024. This decrease was due to lower interest-bearing cash and investment balances, declines in interest rates, and lower investment accretion.
Previous wording
The change in Earnout Shares liability and Warrant liability increased by $73.9 million, or 4,423%, for thesix months ended June 30, 2025, as compared to thesame period in 2024. This increase is primarily due to the change in the fair value of the Private Placement Warrants and Public Warrants, which was driven by changes in our stock price. The Company’s stock price decreased $8.12 per share during thesix months ended June 30, 2025 compared to a decrease of $0.27 per share for thesix months ended June 30, 2024.
Current wording
The change in Earnout Shares liability and Warrant liability increased by $36.9 million, or 126%, for thenine months ended September 30, 2025, as compared to thesame period in 2024. This increase is primarily due to the fluctuations in the market price of our Class A Common Stock as well as higher volatilities. The Company’s stock price decreased $7.58 per share during thenine months ended September 30, 2025 compared to a decrease of $3.09 per share for thenine months ended September 30, 2024.
Previous wording
In March 2025, the Company reduced the TRA liability of $21.3 million to zero as payments related to the TRA were not considered probable. In May 2025, pursuant to its rights under the TRA, the Company delivered to the agent of the TRA holders notice of the Company’s intent to terminate the TRA (the “Early Termination Notice”). No early termination payment was payable to any TRA holder. The Early Termination Notice became final and binding on June 12, 2025.
Current wording
In March 2025, the Company reduced the Tax Receivable Agreement (“TRA”) liability of $21.3 million to zero as payments related to the TRA were not considered probable. In May 2025, pursuant to its rights under the TRA, the Company delivered to the agent of the TRA holders notice of the Company’s intent to terminate the TRA (the “Early Termination Notice”). No early termination payment was payable to any TRA holder. The Early Termination Notice became final and binding on June 12, 2025.
Previous wording
Our income tax benefit decreased by $5.2 million for the six months ended June 30, 2025, as compared to amounts for the six months ended June 30, 2024. This change was due to an increase in the Company’s valuation allowance, partially offset by a favorable permanent difference related to the change in the value of the Warrant liability as compared to the same period in 2024. In addition, the Company finalized deferred taxes as of the Closing Date of the Business Combination in 2024.
Current wording
Our income tax benefit decreased by $8.7 million for the nine months ended September 30, 2025, as compared to amounts for the nine months ended September 30, 2024. This change was due to an increase in the Company’s valuation allowance, partially offset by a favorable permanent difference related to the change in the value of the Warrant liability as compared to the same period in 2024. In addition, the Company finalized deferred taxes as of the Closing Date of the Business Combination in 2024.
Previous wording
Net loss attributable to non-controlling interest was 64.4% of net loss before income tax for the six months ended June 30, 2025, as compared to 66.2% of net loss for the six months ended June 30, 2024. The change in the non-controlling interests was due to exchanges by OpCo members of Class A OpCo units for Class A PubCo shares, partially offset by the additional issuance of Class A OpCo units under the BHES JDA.
Current wording
Net loss attributable to non-controlling interest was 64.5% of net loss before income tax for the nine months ended September 30, 2025, as compared to 66.0% of net loss for the nine months ended September 30, 2024. The change in the non-controlling interests was due to exchanges by OpCo members of Class A OpCo units for Class A PubCo shares, partially offset by the additional issuance of Class A OpCo units under the BHES JDA.
Previous wording
Our principal sources of liquidity are cash, short-term investments and investments in highly liquid available-for-sale securities. Historically, our sources of liquidity have also included raising capital through the sale of equity. We may issue additional equity securities in the future. We measure liquidity in terms of our ability to fund the cash requirements of our R&D activities and our near-term business operations, including our contractual obligations and other commitments. Our current liquidity needs primarily involve R&D activities for the ongoing development of our technology, general and administrative costs, and costs to progress certain development activities related to SN1.
Current wording
Our principal sources of liquidity are cash, short-term investments and investments in highly liquid available-for-sale securities. Historically, our sources of liquidity have also included raising capital through the sale of equity. We may issue additional equity securities in the future. We measure liquidity in terms of our ability to fund the cash requirements of our R&D activities and our near-term business operations, including our contractual obligations and other commitments. Our current liquidity needs primarily involve general and administrative costs and costs to develop our projects and procure the equipment necessary for such projects.
Previous wording
Theavailable-for-sale securities are comprised of investment grade, fixed income securities, and theshort-term investments are comprised of a single 12-month certificate of deposit custodied by a domestic banking institution. Additionally, our current liabilities were $41.8 million at June 30, 2025.
Current wording
Theavailable-for-sale securities are comprised of investment grade, fixed income securities. Theshort-term investments are comprised of a single 12-month certificate of deposit, held with a domestic banking institution, which matured in June 2025. Additionally, our current liabilities were $22.3 million at September 30, 2025.
Previous wording
We believe we have the ability to manage our operating costs, including R&D expenditures, such that our existing liquidity will be sufficient to fund our obligations for the next 12 months following the filing of this Report. We believe that our current sources of liquidity on hand should be sufficient to fund our general corporate operating expenses as we work to commercialize our technology, but certain costs are not reasonably estimable at this time and we may require additional funding. Specifically, we will require additional funding in order to successfully construct our first utility-scale plant and to originate additional Net Power plant opportunities.
Current wording
We believe we have the ability to manage our operating costs such that our existing liquidity will be sufficient to fund our obligations for the next 12 months following the filing of this Report. We believe that our current sources of liquidity on hand should be sufficient to fund our general corporate operating expenses as we work to develop our products and projects, but certain costs are not reasonably estimable at this time and we may require additional funding. Specifically, we may require additional funding in order to successfully fund the projects we intend to develop.
Previous wording
Cash used in operating activities increased $34.1 million for the six months ended June 30, 2025, as compared to the same period in 2024. Our net cash used in operating activities to date have been primarily comprised of payroll, material and supplies, facilities expense, and professional services related to R&D, including the BHES JDA, and general and administrative activities. This change was primarily due to higher R&D costs, including costs incurred under the BHES JDA, as we commenced the validation testing campaigns at our Demonstration Plant during the fourth quarter of 2024, project development costs, and the expansion of the Company’s corporate infrastructure throughout 2024 and into 2025. We expect our cash used in operating activities to increase significantly before we start to generate any material cash inflows from our operations as costs related to Project Permian are being expensed pending the results of the value engineering process.
Current wording
Cash used in operating activities increased $74.3 million for the nine months ended September 30, 2025, as compared to the same period in 2024. Our net cash used in operating activities to date have been primarily comprised of payroll, material and supplies, facilities expense, and professional services related to R&D, including the BHES JDA, and general and administrative activities. This change was primarily due to higher R&D costs, including costs incurred under the BHES JDA, as we commenced the validation testing campaigns at our Demonstration Plant during the fourth quarter of 2024, project development costs, and the expansion of the Company’s corporate infrastructure throughout 2024 and into 2025. We expect our cash used in operating activities to increase significantly before we start to generate any material cash inflows from our operations.
Previous wording
During the six months ended June 30, 2025, net cash used in investing activities decreased $118.5 million ascompared to the same period in 2024. Cash used in investing activities for thesix months ended June 30, 2025 primarily reflects the maturity of the Company’s certificate of deposit and the reinvestment of those funds into available-for-sale securities, along with capital expenditures related to the Demonstration Plant and Project Permian during the period in which costs were capitalized. Cash used in investing activities for the six months ended June 30, 2024 primarily reflects the initial investments in available-for-sale securities as well as capital expenditures related to Project Permian and the Demonstration Plant during that period.
Current wording
During the nine months ended September 30, 2025, net cash used in investing activities decreased $122.7 million as compared to the same period in 2024. Cash used in investing activities for thenine months ended September 30, 2025 primarily reflects the maturity of the Company’s certificate of deposit and the reinvestment of those funds into available-for-sale securities, along with capital expenditures related to the Demonstration Plant and Project Permian during the period in which costs were capitalized. Cash used in investing activities for the nine months ended September 30, 2024 primarily reflects the initial investments in available-for-sale securities as well as capital expenditures related to Project Permian and the Demonstration Plant during that period.
Previous wording
Our cash provided by financing activ ities was generally consistent for the six months ended June 30, 2024, as compared to the same period in 2024.
Current wording
Our cash used in financing activ ities was generally consistent for the nine months ended September 30, 2024, as compared to the same period in 2024. Cash used in financing activities for thenine months ended September 30, 2025 consists of finance lease obligation payments, income tax payments on vested share-based compensation awards, and issuance of Class A Common Stock.
Previous wording
We hold a lease for approximately 218,900 square feet of land under the Demonstration Plant. In addition, we have an oxygen supply agreement with the lessor to supply oxygen to the Demonstration Plant. The lease expires on the earlier of (i) January 1, 2031 and (ii) the termination of our oxygen supply agreement with the lessor. The term of the oxygen supply agreement expires on January 1, 2030 with automatic 12-month renewal terms. The oxygen supply agreement may be terminated by us or by the lessor upon 24 months’ written notice prior to the expiration date of its current term. The underlying lease requires the removal of all equipment and the obligation to restore the land to post-clearing grade level, which has resulted in the recognition of an asset retirement obligation liability of $3.4 million and $3.3 millionas of June 30, 2025 and December 31, 2024, respectively.
Current wording
We hold a lease for approximately 218,900 square feet of land under the Demonstration Plant. In addition, we have an oxygen supply agreement with the lessor to supply oxygen to the Demonstration Plant. The lease expires on the earlier of (i) January 1, 2031 and (ii) the termination of our oxygen supply agreement with the lessor. The term of the oxygen supply agreement expires on January 1, 2030 with automatic 12-month renewal terms. The oxygen supply agreement may be terminated by us or by the lessor upon 24 months’ written notice prior to the expiration date of its current term. The underlying lease requires the removal of all equipment and the obligation to restore the land to post-clearing grade level, which has resulted in the recognition of an asset retirement obligation liability of $3.5 million and $3.3 millionas of September 30, 2025 and December 31, 2024, respectively.
Previous wording
As of June 30, 2025, future minimum lease payments attributable to the Company’s operating and finance lease arrangements are appr oximately $5.0 million and $0.2 million, respectively.
Current wording
As of September 30, 2025, future minimum lease payments attributable to the Company’s operating and finance lease arrangements are appr oximately $4.7 million and $0.2 million, resp ectively.
Previous wording
As of June 30, 2025 and December 31, 2024, we have committed to funding a portion of the remaining development costs incurred under the BHES JDA through a combination of cash and equity. The BHES JDA’s total value is $140 million, which assumes a fixed price per share. As of June 30, 2025, we recognized approximately $46.8 million of inception-to-date cash expenses and approximately $46.8 million of inception-to-date share-based expenses related to the BHES JDA. In addition, the Company may be required to make additional cash payments to BHES during periods when the volume-weighted average price of our Class A Common Stock is less than $4.00 per share in the 10 trading days preceding applicable quarterly share issuances under the terms of the BHES JDA. As of June 30, 2025, the Company had$1.3 million incurrent liabilities payable to related parties on the condensed consolidated balance sheets related to the BHES JDA Make-Whole Payment. For the three and six months ended June 30, 2025, the Company incurred $1.4 million and $3.9 million related to the BHES JDA Make-Whole Payment.
Current wording
As of September 30, 2025 and December 31, 2024, we have committed to funding a portion of the remaining development costs incurred under the BHES JDA through a combination of cash and equity. The BHES JDA’s total value is $140 million, which assumes a fixed price per share. As of September 30, 2025, we recognized approximately $54.0 million of inception-to-date cash expenses and approximately $54.0 million of inception-to-date share-based expenses related to the BHES JDA. In addition, the Company may be required to make additional cash payments to BHES during periods when the volume-weighted average price of our Class A Common Stock is less than $4.00 per share in the 10 trading days preceding applicable quarterly share issuances under the terms of the BHES JDA. As of September 30, 2025, the Company had $0.5 million in current liabilities payable to related parties on thecondensed consolidated balance sheets related to the BHES JDA Make-Whole Payment. For the three and nine months ended September 30, 2025, the Company incurred expenses of $1.0 million and $4.9 million related to the BHES JDA Make-Whole Payments.
Previous wording
As of June 30, 2025, we have committed to purchase certain components of industrial machinery for use at our Demonstration Plant and at SN1. The total gross commitments totaled$146.7 million. As of June 30, 2025, there was $70.4 million remaining related to these commitments.
Current wording
As of September 30, 2025, we have committed to purchase certain components of industrial machinery for use at our Demonstration Plant and at SN1. The total gross commitments totaled$149.1 million. As of September 30, 2025, there was $66.8 million remaining related to these commitments.