NET Power Inc.
For the period ended Mar 31, 2026. Filed May 11, 2026.
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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.
Mar 31, 2026 · Filed May 11, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)
In thousands, except par value
| March 31, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | $133,146 | $199,430 |
| Investments in securities, available-for-sale | 174,867 | 138,462 |
| Interest receivable | 845 | 1,376 |
| Prepaid expenses and other current assets | 2,202 | 4,496 |
| Total current assets | 311,060 | 343,764 |
| Long-term assets | ||
| Restricted cash | 1,203 | 2,427 |
| Investments in securities, available-for-sale | 10,280 | 38,242 |
| Intangible assets, net | 179,058 | 181,572 |
| Property, plant, and equipment, net | 40,561 | 32,758 |
| Operating lease right-of-use assets | 514 | 551 |
| Other long-term assets | 146 | 387 |
| Total assets | $542,822 | $599,701 |
| LIABILITIES, MEZZANINE SHAREHOLDERS' EQUITY, AND SHAREHOLDERS' EQUITY | ||
| Current liabilities | ||
| Accounts payable | $346 | $1,437 |
| Accrued liabilities | 4,438 | 7,565 |
| Due to related parties | 7,110 | 37,262 |
| Operating lease liabilities, current portion | 1,082 | 1,074 |
| Finance lease liabilities, current portion | 81 | 127 |
| Total current liabilities | 13,057 | 47,465 |
| Warrant liability | 5,816 | 10,850 |
| Asset retirement obligation | 3,685 | 3,597 |
| Non-current operating lease liabilities | 2,387 | 2,584 |
| Total liabilities | 24,945 | 64,496 |
| Commitments and contingencies (Note 14) | ||
Condensed Consolidated Balance Sheets (Unaudited) (Continued)
In thousands, except par value
| March 31, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Mezzanine shareholders' equity | ||
| Redeemable non-controlling interests in subsidiary | 312,552 | 331,301 |
| Shareholders' equity | ||
| Preferred Stock, $.0001 par value; 1,000 shares authorized; no shares issued or outstanding as of March 31, 2026 and December 31, 2025 | — | — |
| Class A Common Stock, $.0001 par value; 520,000 shares authorized; 88,044 shares issued and outstanding as of March 31, 2026 and 83,980 shares issued and outstanding as of December 31, 2025 | 9 | 8 |
| Class B Common Stock, $.0001 par value; 310,000 shares authorized; 136,378 shares issued and outstanding as of March 31, 2026 and 138,730 shares issued and outstanding as of December 31, 2025 | 14 | 14 |
| Additional paid-in capital | 909,830 | 898,425 |
| Accumulated other comprehensive loss | 1 | 129 |
| Accumulated deficit | (704,529) | (694,672) |
| Total shareholders' equity | 205,325 | 203,904 |
| Total liabilities, mezzanine shareholders' equity, and shareholders' equity | $542,822 | $599,701 |
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
In thousands, except per share data
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Operating expenses | ||
| General and administrative | $8,887 | $8,691 |
| Sales and marketing | 1,187 | 1,187 |
| Research and development | 19,701 | 22,600 |
| Project development | 1,004 | 4,490 |
| Impairment and other charges | — | 415,897 |
| Depreciation, amortization, and accretion | 3,413 | 21,688 |
| Total operating expenses | 34,192 | 474,553 |
| Operating loss | (34,192) | (474,553) |
| Other income | ||
| Interest income, net | 3,345 | 5,880 |
| Change in Earnout Shares liability and Warrant liability | 5,034 | 74,165 |
| Change in Tax Receivable Agreement liability | — | 21,317 |
| Other income | 3 | 2 |
| Net other income | 8,382 | 101,364 |
| Net loss before income tax | (25,810) | (373,189) |
| Income tax expense | — | (397) |
| Net loss after income tax | (25,810) | (373,586) |
| Net loss attributable to non-controlling interests | (15,953) | (254,236) |
| Net loss attributable to NET Power Inc. | $(9,857) | $(119,350) |
| Other comprehensive income | ||
| Unrealized gain (loss) on investments | (128) | 16 |
| Total other comprehensive income (loss) | (128) | 16 |
| Comprehensive loss | (25,938) | (373,570) |
| Comprehensive loss attributable to non-controlling interests | (15,953) | (254,226) |
| Comprehensive loss attributable to NET Power Inc. | $(9,985) | $(119,344) |
| Loss per share of Class A Common Stock, basic and diluted | $(0.12) | $(1.55) |
| Weighted average shares of Class A Common Stock, basic and diluted | 85,382 | 76,997 |
Condensed Consolidated Statements of Shareholders' Equity and Mezzanine Shareholders' Equity (Unaudited)
| Class A Common Stock · Class B Common Stock · Additional Paid-in Capital · Accumulated Other Comprehensive Income (Loss) · Accumulated Deficit · Total Shareholders' Equity · Non-controlling Interests - Mezzanine Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Shares · Amount · Shares · Amount | |||||||||
| Balance at December 31, 2025 | 83,980 | $8 | 138,730 | $14 | $898,425 | $129 | $(694,672) | $203,904 | $331,301 |
| Redemption of Class B Common Stock | 3,872 | 1 | (3,872) | — | — | — | — | 1 | — |
| Issuance of Class A Common Stock | 65 | — | — | — | 160 | — | — | 160 | — |
| Remeasurement adjustment to redeemable non-controlling interest resulting from ownership changes | — | — | — | — | 8,600 | — | — | 8,600 | (8,600) |
| Unrealized loss on investments | — | — | — | — | — | (128) | — | (128) | (207) |
| Share-based compensation | 127 | — | 1,520 | — | 2,645 | — | — | 2,645 | 6,011 |
| Net loss | — | — | — | — | — | — | (9,857) | (9,857) | (15,953) |
| Balance at March 31, 2026 | 88,044 | $9 | 136,378 | $14 | $909,830 | $1 | $(704,529) | $205,325 | $312,552 |
| Class A Common Stock · Class B Common Stock · Additional Paid-in Capital · Accumulated Other Comprehensive Income · Accumulated Deficit · Total Shareholders' Equity · Non-controlling Interests - Mezzanine Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Shares · Amount · Shares · Amount | |||||||||
| Balance at December 31, 2024 | 76,760 | $8 | 139,691 | $14 | $771,594 | $32 | $(116,044) | $655,604 | $1,506,584 |
| Redemption of Class B Common Stock | 300 | — | (300) | — | — | — | — | — | — |
| Remeasurement adjustment to redeemable non-controlling interest resulting from ownership changes | — | — | — | — | 1,503 | — | — | 1,503 | (1,503) |
| Increase in Tax Receivable Agreement liability from qualifying exchanges | — | — | — | — | (343) | — | — | (343) | — |
| Unrealized gain on investments | — | — | — | — | — | 6 | — | 6 | 10 |
| Share-based compensation | 3 | — | 1,175 | — | 1,199 | — | — | 1,199 | 9,053 |
| Adjustment of redeemable non-controlling interest to book value | — | — | — | — | 98,592 | — | — | 98,592 | (98,592) |
| Net loss | — | — | — | — | — | — | (119,350) | (119,350) | (254,236) |
| Balance at March 31, 2025 | 77,063 | $8 | 140,566 | $14 | $872,545 | $38 | $(235,394) | $637,211 | $1,161,316 |
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Cash flows from operating activities: | ||
| Net loss after income tax | $(25,810) | $(373,586) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Depreciation, amortization, and accretion | 3,413 | 21,688 |
| Impairment and other charges | — | 415,897 |
| Non-cash income | (937) | (646) |
| Deferred taxes | — | 397 |
| Change in fair value of Earnout Shares liability and Warrant liability | (5,034) | (74,165) |
| Change in Tax Receivable Agreement liability | — | (21,317) |
| Share-based compensation expense | 8,841 | 10,196 |
| Changes in operating assets and liabilities: | ||
| Interest receivable | 563 | (1,416) |
| Prepaid expenses and other current assets | 2,294 | (306) |
| Other long-term assets | 241 | (263) |
| Accounts payable | (1,091) | (2,243) |
| Accrued liabilities | (3,431) | 2,442 |
| Due to related parties | (30,152) | 2,948 |
| Net cash used in operating activities | (51,103) | (20,374) |
| Cash flows from investing activities: | ||
| Purchases of available-for-sale securities | (81,422) | (24,670) |
| Maturities of available-for-sale securities | 73,400 | 25,350 |
| Purchase of property, plant and equipment | (8,201) | (8,931) |
| Capitalized software | (109) | (513) |
| Net cash used in investing activities | (16,332) | (8,764) |
| Cash flows from financing activities: | ||
| Issuance of Class A Common Stock under share-based compensation plans | 160 | — |
| Payment of tax withholdings on vested share-based payment awards | (184) | — |
| Payments on finance lease obligations | (49) | (50) |
| Net cash used in financing activities | (73) | (50) |
| Net decrease in cash, cash equivalents, and restricted cash | (67,508) | (29,188) |
| Cash, cash equivalents, and restricted cash, beginning of period | 201,857 | 331,676 |
| Cash, cash equivalents, and restricted cash, end of period | $134,349 | $302,488 |
Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued)
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Supplemental cash flow information: | ||
| Cash paid for interest | $3 | $9 |
| Supplemental non-cash investing and financing activities: | ||
| Change in accruals for capital expenditures | $304 | $254 |
| Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheet: | ||
| Cash and cash equivalents | $133,146 | $300,030 |
| Restricted cash | 1,203 | 2,458 |
| Total cash, cash equivalents, and restricted cash | $134,349 | $302,488 |
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 1 — Nature of Business and Basis of Presentation
Nature of Business
NET Power Inc. (“Net Power” or the “Company”) is an energy technology and project development company focused on delivering low-carbon gas power solutions. Founded in 2010, the Company’s mission is to transform natural gas into the lowest cost form of clean firm power.
Net Power is developing a modular, standardized clean gas power plant product incorporating Entropy’s post-combustion carbon capture (“PCC”) technology (the “Clean Gas Product”). The development of the first project under this strategy is underway and is expected to be located at our Project Permian site in West Texas. Project Permian is being designed to accommodate up to 1 GW of clean firm power generation capacity and will be developed in multiple phases.
Net Power's technology portfolio also includes the Oxy-Combustion Cycle, a patented oxy-combustion and supercritical CO 2 power cycle that results in near-zero carbon dioxide emissions and eliminates criteria pollutants. Development of the Oxy-Combustion Cycle has been paused while the Company focuses resources on the Clean Gas Product; however, the Company retains its rights and assets related to this technology,
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information; however, certain information or footnote disclosures normally included in complete financial statements prepared in accordance with US GAAP may have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements for the year ended December 31, 2025 and include all adjustments, which consist of only normal and recurring adjustments, necessary for fair statement. Certain prior period financial information has been reclassified to conform to current period presentation.
The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of the results to be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the annual financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 9, 2026 (the “2025 Annual Report”).
NOTE 2 — Significant Accounting Policies
The Company’s significant accounting policies used to prepare these condensed consolidated financial statements, unless otherwise noted below, are consistent with those used for the fiscal year ended December 31, 2025. Accordingly, refer to Note 2 to the consolidated financial statements in the 2025 Annual Report for the Company’s significant accounting policies.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make certain estimates, judgments and assumptions. The estimates, judgments and assumptions made by the Company when accounting for items and matters such as, but not limited to, depreciation, amortization, asset valuations, long-lived asset impairment, warrants, and share-based compensation were reasonable based on information available at the time they were made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, as well as amounts reported on the condensed consolidated statements of operations and comprehensive loss during the periods presented. To the extent there are differences between these estimates and actual results, the Company’s condensed consolidated financial statements may be materially affected.
Segment Reporting
In accordance with ASC Topic 280, Segment Reporting (“ASC 280”), the Company has determined that it hasone operating segment andone reportable segment, which includes all of the Company’s consolidated accounts. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The CODM focuses on consolidated operating income (loss), with a focus on research and development and general and administrative expenses, along with interest income to assess the Company’s performance and allocate resources. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the condensed consolidated financial statements. The measure of segment assets is reported on the Company’s condensed consolidated balance sheet as total assets.
Accounting Standards Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires companies to provide annually a tabular reconciliation of the reported income tax expense (or benefit) from continuing operations to the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate using specified categories and to disclose separately reconciling items within certain categories with absolute values equal to or greater than five percent of the product of the income (or loss) from continuing operations before tax and the applicable statutory tax rate. Additionally, ASU 2023-09 requires a public business entity to disclose the year-to-date amount of income taxes paid, net of refunds received, to federal, state, and foreign jurisdictions. If a payment to a single federal, state or foreign jurisdiction equals or exceeds five percent of total income taxes paid, ASU 2023-09 requires separate disclosure of that payment. Finally, ASU 2023-09 requires a public business entity to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign jurisdictions and to disclose income tax expense (or benefit) from continuing operations disaggregated between federal, state, and foreign jurisdictions. ASU 2023-09 removes the requirement to disclose the nature and estimate of the range of reasonably possible increases or decreases in the unrecognized tax benefits balance in the next 12 months, or to make a statement that an estimate of the range cannot be made. ASU 2023-09 is effective for the Company for calendar years beginning after December 15, 2025. Early adoption is permitted. The Company has evaluated the impact of adoption of ASU 2023-09 and does not expect any material impacts on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses(“ASU 2024-03”), which requires new tabular disclosures in the notes to consolidated financial statements, disaggregating certain cost and expense categories within relevant captions on the consolidated statements of operations. The prescribed cost and expense categories requiring disaggregated disclosures include purchases of inventory, employee compensation, depreciation, and intangible asset amortization, along with certain other expense disclosures already required by U.S. GAAP that would need to be integrated within the new tabular disaggregated expense disclosures. Additionally, the amendments also require the disclosure of total selling expenses and an entity's definition of those expenses. The amendments in ASU 2024-03 are effective for annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. Early adoption is permitted and the amendments should be applied on a prospective basis, although retrospective application is permitted. The Company is evaluating the impact of adoption of ASU 2024-03 to its expense disclosures.
NOTE 3 — Investments
The Company is currently invested inavailable-for-sale securities. The following tables present the Company’s available-for-sale investments included in the condensed consolidated balance sheets:
| $ in thousands | March 31, 2026 | |||
|---|---|---|---|---|
| Current assets | Amortized Cost | Unrealized Gain | Unrealized Loss | Fair Value |
| Corporate bonds | $38,341 | $34 | $(6) | $38,369 |
| Commercial paper | 4,990 | — | — | 4,990 |
| U.S. treasuries | 131,441 | 73 | (6) | 131,508 |
| Total | $174,772 | $107 | $(12) | $174,867 |
| Long-term assets | Amortized Cost | Unrealized Gain | Unrealized Loss | Fair Value |
| Corporate bonds | $5,346 | $2 | $(7) | $5,341 |
| U.S. treasuries | 4,930 | 9 | — | 4,939 |
| Total | $10,276 | $11 | $(7) | $10,280 |
| $ in thousands | December 31, 2025 | |||
|---|---|---|---|---|
| Current assets | Amortized Cost | Unrealized Gain | Unrealized Loss | Fair Value |
| Corporate bonds | $32,195 | $57 | $— | $32,252 |
| Commercial paper | 23,423 | — | — | 23,423 |
| U.S. treasuries | 82,618 | 169 | — | 82,787 |
| Total | $138,236 | $226 | $— | $138,462 |
| Long-term assets | Amortized Cost | Unrealized Gain | Unrealized Loss | Fair Value |
| Corporate bonds | $25,724 | 137 | — | $25,861 |
| U.S. treasuries | 12,311 | $70 | — | 12,381 |
| Total | $38,035 | $207 | $— | $38,242 |
The cost of securities sold, if any, is based on the specific-identification method. During the three months ended March 31, 2026 and 2025, there were no securities sold. There were no credit losses recognized during the three months ended March 31, 2026 and 2025. The Company established no allowances for credit losses as of March 31, 2026 and December 31, 2025. The Company’s long-term avai lable-for-sale investments mature through June 2027.
NOTE 4 — Fair Value Measurements
The following table presents the assets and liabilities that the Company measures at fair value on a recurring basis included in the condensed consolidated balance sheets and indicates the level of the valuation inputs the
Company utilized to determine the fair value:
| March 31, · December 31, | |||
|---|---|---|---|
| $ in thousands | Level | 2026 | 2025 |
| Assets | |||
| Available-for-sale investments | 1 | $185,147 | $176,704 |
| Total assets | $185,147 | $176,704 | |
| Liabilities | |||
| Public Warrants | 1 | $2,328 | $4,310 |
| Private Placement Warrants | 3 | 3,488 | 6,540 |
| Earnout Shares | 3 | — | — |
| Total liabilities | $5,816 | $10,850 | |
The following table contains a reconciliation of the beginning and ending balances of recurring Level 3 fair value measurements included in the condensed consolidated statements of operations and comprehensive loss:
| Three Months Ended March 31, | ||
|---|---|---|
| $ in thousands | 2026 | 2025 |
| Balance of recurring Level 3 liabilities at beginning of period | $6,540 | $52,207 |
| Change in Earnout Shares liability | — | (1,876) |
| Change in Private Placement Warrant liability | (3,052) | (43,927) |
| Balance of recurring Level 3 liabilities at end of period | $3,488 | $6,404 |
Available-for-sale Securities
The fair value of the available-for-sale investments is classified as a Level 1 fair value measurement because the investments are valued using the most recent quoted prices for identical assets in active markets.
Warrants
The Public Warrants are exercisable for 8,620,535 shares of Class A Common Stock at a price of $11.50 per share. The Company may redeem the Public Warrants for $0.01 if the last reported trading price of the Company’s Class A Common Stock price equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period. Additionally, the Public Warrants may be redeemed if the last reported trading price of the Company’s Class A Common Stock equals or exceeds $10.00 and is below $18.00 by paying a make-whole premium. The Public Warrants expire June 8, 2028. The Public Warrants are valued using their quoted and publicly-available market prices. Since their fair value is predicated on quoted prices in an active market for identical instruments, the fair value of the Public Warrants is considered a Level 1 fair value measurement.
The Private Placement Warrants are exercisable for 10,900,000 shares of Class A Common Stock at a price of $11.50 per share. The Private Placement Warrants expire June 8, 2028. The Private Placement Warrants are exercisable on a cashless basis and are non-redeemable as long as they are held by the initial purchasers or their permitted transferees. The Private Placement Warrants and Class A Common Stock issuable upon exercise of the Private Placement Warrants are entitled to registration rights.
The Company uses a Black-Scholes Merton Model to value the Private Placement Warrants. Key inputs into the Black-Scholes Merton Model include the last Class A Common Stock closing price of $1.56 as of March 31, 2026 with a strike price of $11.50 per share. The volatility assumption is based on the Company's own historical volatility and the implied volatility of the Public Warrants. For the valuation as of December 31, 2025, the volatility assumption was based on a blended average of equity volatility of publicly traded companies within the Company’s peer group, the Company's own historical volatility, and the implied volatility of the Public Warrants. The fair value of the Private Placement Warrants is considered a Level 3 fair value measurement.
The following table contains the key inputs used in the valuations of the Private Placement Warrants:
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| Term (in years) | 2.19 | 2.44 |
| Volatility | 111.0% | 104.0% |
| Risk-free rate | 3.7% | 3.5% |
Earnout Shares
The fair value of the Earnout Shares (as defined in Note 9 to the consolidated financial statements included in the 2025 Annual Report) is estimated using a Monte Carlo simulation. The Monte Carlo simulation considers daily simulated stock prices as a proxy for the Company’s daily volume-weighted average share price. Historically, the volatility assumption was based on a blended average of equity volatility of publicly traded companies within the Company’s peer group, the historical volatility of the Company’s Class A common stock, and the implied volatility of the Public Warrants. For the valuation as of March 31, 2026, the volatility assumption is based on the Company’s own historical volatility, implied volatility on the Company’s own common stock options, and the implied volatility of the Public Warrants.
The following table contains the key inputs used in the valuations of the Earnout Shares:
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| Term (in years) | 0.19 | 0.44 |
| Volatility | 113.0% | 105.0% |
| Risk-free rate | 3.7% | 3.6% |
NOTE 5 — Goodwill and Intangible Assets
Goodwill
Goodwill represented the future economic benefits derived from the Company’s unique market position, the growth attributable to the Oxy-Combustion Cycle technology and the Company’s assembled workforce, none of which are individually and separately recognized as intangible assets. Goodwill was allocated to the Company’s sole reportable segment and reporting unit.
As of March 31, 2026 and December 31, 2025, the Company had no goodwill. In March 2025, the Company assessed its goodwill for impairment. Due to a change in the Company’s business plans in the first quarter of 2025, and related sustained decrease in the Company’s market capitalization, the Company concluded that it was more likely than not that the fair value of its goodwill was less than its carrying amount as of March 31, 2025. As a result, the Company fully impaired its goodwill and recognized an impairment of $359.8 million during the first quarter of 2025, which is included in Impairment and other charges on the condensed consolidated statements of operations and comprehensive loss.
Definite-Lived Intangible Assets
The following tables summarize the Company’s definite-lived intangible assets included in the condensed consolidated balance sheets:
| March 31, · December 31, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| $ in thousands | Gross Amount | Accumulated Amortization | Net Amount | Gross Amount | Accumulated Amortization | Net Amount |
| Developed technology | $184,465 | $(6,027) | $178,438 | $184,465 | $(3,469) | $180,996 |
| Software(1) | 698 | (78) | 620 | 613 | (37) | 576 |
| Total definite-lived intangible assets | $185,163 | $(6,105) | $179,058 | $185,078 | $(3,506) | $181,572 |
As discussed in Note 12 — Related Party Transactions, Baker Hughes continues to evaluate the proposed development and commercialization of industrial-scale Oxy-Combustion Cycle technology and engage in negotiations regarding potential amendments to the BHES JDA. The outcome of these negotiations related to the future development and commercialization of the industrial-scale Oxy-Combustion Cycle technology may adversely impact the recoverability of the carrying value of the Developed Technology Asset Group.
The following table presents the Company’s amortization expense for the following periods:
| Three Months Ended March 31, | ||
|---|---|---|
| $ in thousands | 2026 | 2025 |
| Amortization expense | $2,600 | $16,873 |
The Company does not own or control any intangible assets with indefinite useful lives. The following table presents estimated amortization expense for the next five years and thereafter (in thousands):
| Remaining 2026 | $7,958 |
| 2027 | 10,563 |
| 2028 | 10,592 |
| 2029 | 10,480 |
| 2030 | 10,377 |
| 2031 and thereafter | 129,088 |
| Total | $179,058 |
The Company regularly evaluates whether events or changes in circumstances warrant a revision to the remaining estimated useful lives of its long-lived assets.
NOTE 6 — Property, Plant, and Equipment
The following table summarizes the key classifications of property, plant, and equipment included in the condensed consolidated balance sheets:
| March 31, | December 31, | |
|---|---|---|
| $ in thousands | 2026 | 2025 |
| La Porte Demonstration Facility | $13,484 | $13,484 |
| Furniture and equipment | 132 | 132 |
| Assets acquired under finance lease | 45 | 45 |
| Construction-in-progress | 28,590 | 20,062 |
| Total property, plant, and equipment, gross | 42,251 | 33,723 |
| Accumulated depreciation and amortization (1) | (1,690) | (965) |
| Total property, plant, and equipment, net | $40,561 | $32,758 |
During the first quarter of 2025, as a result of the management’s assessment of the probability of the construction of the Oxy-Combustion Cycle (“SN1”) due to the factors discussed above,$56.1 millionof costs previously included in Construction-in-progress were expensed. This amount is included in impairment and other charges in thecondensed consolidated statements of operations and comprehensive loss.
Refer to Note 5 — Goodwill and Intangible Assetsfor discussion of impairments of the Developed Technology Asset Group recognized during the three months ended March 31, 2025.
The following table presents the Company’s depreciation and amortization expense for the following periods:
| Three Months Ended March 31, | ||
|---|---|---|
| $ in thousands | 2026 | 2025 |
| Depreciation and amortization expense | $725 | $4,735 |
The Company regularly evaluates whether events or changes in circumstances warrant a revision to the remaining estimated useful lives of its long-lived assets.
NOTE 7 — Accrued Liabilities
Accrued liabilities in the condensed consolidated balance sheets consist of the following:
| March 31, | December 31, | |
|---|---|---|
| $ in thousands | 2026 | 2025 |
| Severance costs | $1,315 | $— |
| Professional fees | 887 | 1,617 |
| Incentive compensation | 643 | 3,347 |
| Capital expenditures | 714 | 410 |
| Franchise tax | 259 | 546 |
| Accrued project expenses | 61 | 460 |
| Other accrued liabilities | 559 | 1,185 |
| Total accrued liabilities | $4,438 | $7,565 |
NOTE 8 — Redeemable Non-Controlling Interests in Subsidiary
The following table presents the Company and the non-controlling interest (“NCI”) ownership percentage of the membership interests in OpCo as of the following periods:
| March 31, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Non-controlling interest holders | 60.7% | 62.2% |
| NET Power Inc. | 39.3% | 37.8% |
The Company measures redeemable NCI each quarter at the higher of its book value or its redemption value. As of March 31, 2026 and December 31, 2025, the Company measured redeemable NCI at book value. The adjustment to record redeemable NCI at book or redemption value is recorded through Additional paid-in capital on the condensed consolidated statement of shareholders' equity and mezzanine shareholders' equity.
OpCo’s net loss before income tax was attributed to redeemable NCI holders at 61.8% for thethree months ended March 31, 2026. OpCo’s net loss before income tax was attributed to redeemable NCI holders at 64.4% for thethree months ended March 31, 2025.
NOTE 9 — Share-Based Compensation
The 2023 Omnibus Incentive Plan reserved 20,468,545 shares of Class A Common Stock for issuance as equity awards. The quantity of shares of Class A Common Stock reserved for grants under the 2023 Omnibus Incentive Plan will be subject to an annual increase on the first day of each calendar year beginning January 1, 2024, and ending and including January 1, 2033, equal to the lesser of (i)5% of the aggregate number of shares outstanding on December 31 of the immediately preceding calendar year and (ii) any such smaller number of shares as is determined by the Board.
The following table presents the aggregate share-based compensation expense, net of forfeitures, for the following periods:
| Three Months Ended March 31, | ||
|---|---|---|
| $ in thousands | 2026 | 2025 |
| Share-based compensation expense | $8,841 | $10,196 |
During the three months ended March 31, 2026, the Company modified certain unvested restricted stock units and unvested stock options to accelerate vesting in connection with employee terminations, which would have otherwise been forfeited upon separation (refer to Note 13 — One-time Employee Termination Costs). The Company determined the acceleration of the unvested awards constituted a Type III modification, as defined in ASC Topic 718, Share-Based Payments (“ASC 718”), as the expectation of the awards vesting changed from improbable to probable, resulting in a new measurement of compensation expense. During the three months ended March 31, 2026, the Company recognized additional share-based compensation expense of $1.2 million related to the accelerated vesting of awards as a result of employee terminations.
Restricted Stock Units
As of March 31, 2026, there was $2.8 million of unrecognized share-based compensation expense related to unvested restricted stock units (“RSUs”), which the Company expects to recognize over a weighted-average period of 1.4 years.
The following table presents a summary of RSU activity during the three months ended March 31, 2026:
| In thousands, except per share data | Quantity | Weighted-Average Grant Date Fair Value Per Share |
|---|---|---|
| Unvested, beginning of period | 3,476 | $7.35 |
| Vested | (206) | 4.03 |
| Forfeited | (167) | 2.96 |
| Unvested, end of period | 3,103 | $7.81 |
Performance Stock Units
As of March 31, 2026, there was $0.3 million of unrecognized share-based compensation expense related to unvested performance stock units (“PSUs”), which the Company expects to be recognized over a weighted-average period of 1.8 years.
The following table presents a summary of PSU activity as of March 31, 2026 and the changes during the three months ended March 31, 2026:
| In thousands, except per share data | Quantity | Weighted-Average Grant Date Fair Value Per Share |
|---|---|---|
| Unvested, beginning of period | 322 | $6.00 |
| Forfeited | (60) | 4.72 |
| Unvested, end of period | 262 | $6.29 |
Stock Options
As of March 31, 2026, there was $0.7 million of unrecognized share-based compensation expense related to stock options, which the Company expects to be recognized in the second quarter of 2026.
Refer to Note 12 — Related Party Transactions for information related to the BHES JDA.
NOTE 10 — Loss per Share
Basic loss per share attributable to shareholders is calculated by dividing net loss attributable to shareholders by the weighted-average number of shares outstanding during the period. Diluted loss per share attributable to shareholders includes the effect of potentially dilutive common shares outstanding.
The following table sets forth the computation of the Company’s basic and diluted loss per share for the following periods:
| Three Months Ended March 31, | ||
|---|---|---|
| In thousands, except per share data | 2026 | 2025 |
| Numerator | ||
| Net loss after income tax | $(25,810) | $(373,586) |
| Net loss attributable to NET Power Inc. | $(9,857) | $(119,350) |
| Denominator | ||
| Weighted-average number shares outstanding, basic and diluted | 85,382 | 76,997 |
| Loss per share attributable to shareholders, basic and diluted | $(0.12) | $(1.55) |
Only shares of Class A Common Stock participate in the Company’s undistributed earnings. As such, the Company’s undistributed earnings are allocated entirely to the Class A Common Stock based on the weighted-average number of shares of Class A Common Stock outstanding for the three months ended March 31, 2026 and 2025.
Based on the amounts outstanding at March 31, 2026 and 2025, the Company excluded the following financial instruments from the computation of diluted loss per share because their inclusion would be anti-dilutive:
| In thousands | March 31, | |
|---|---|---|
| Anti-Dilutive Instruments | 2026 | 2025 |
| Public Warrants | 8,621 | 8,621 |
| Private Placement Warrants | 10,900 | 10,900 |
| Earnout Shares | 329 | 329 |
| BHES Bonus Shares | — | 2,068 |
| Unvested Class A OpCo Units | — | 242 |
| Vested Class A OpCo Units | 136,958 | 141,243 |
| Unvested RSUs | 1,846 | 875 |
| Unvested PSUs | 262 | 128 |
| Make-Whole Awards | 1,257 | 1,257 |
| Stock Options | 6,491 | 2,460 |
| Total | 166,664 | 168,123 |
NOTE 11 — Income Taxes
The Company didnot recognize any income tax expense or benefit for the three months ended March 31, 2026, resulting in an effective tax rate (“ETR”) of 0%, compared to a deferred income tax expense of$0.4 million and an ETR of 1.8% for thethree months ended March 31, 2025.
The 0% ETR for the current quarter reflects the Company’s net loss position, for which a full valuation allowance has been established against deferred tax assets, as the Company has determined it is more likely than not that such assets will not be realized. Accordingly, no tax benefit has been recognized on current-period losses.
The decrease in the ETR compared to the prior year period is primarily attributable to the establishment of a full valuation allowance on deferred tax assets after the Company moved out of a deferred tax liability and into an overall deferred tax asset position due to non-deductible book impairments during 2025.
Tax Receivable Agreement
In March 2025, due to the Company’s decision to pause new purchase commitments for Project Permian’s long-lead equipment and commencement of a value engineering exercise to determine project cost reductions and better understand Project Permian’s expected economic feasibility, the Company determined it was not more likely than not that its deferred tax assets subject to the Tax Receivable Agreement (“TRA”) would be realized and therefore reduced the TRA liability to zero as payments under the TRA were not considered probable. Accordingly, in March 2025, the Company recognized a $21.3 million reduction in the Tax Receivable Agreement liability, which is recorded in Change in Tax Receivable Agreement liability in the condensed consolidated statements of operations for thethree months ended March 31, 2025.
On May 12, 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.
NOTE 12 — Related Party Transactions
The following table summarizes the related party transactions included in the condensed consolidated statements of operations and comprehensive loss:
| Three Months Ended March 31, | ||
|---|---|---|
| $ in thousands | 2026 | 2025 |
| Master services agreement administrative costs | $28 | $27 |
| General and administrative | $28 | $27 |
| Master services agreement costs for the La Porte Demonstration Facility | $248 | $708 |
| BHES JDA | 13,007 | 17,827 |
| Research and development | $13,255 | $18,535 |
| BHES Limited Notice to Proceed | $— | $22,007 |
| Project development | $— | $22,007 |
The Company had $7.1 million and $37.3 million in current liabilities payable to related parties as of March 31, 2026 and December 31, 2025, respectively, on the condensed consolidated balance sheets related to the following services. These related party payables are unsecured and are due on demand.
Master Services Agreements
A significant shareholder provides the Company with patent administration services related to the development of the Oxy-Combustion Cycle technology. These totals are included in General and administrative on the condensed consolidated statements of operations and comprehensive loss.
Another shareholder supports the Company with regard to general business oversight and with the operation of the La Porte Demonstration Facility. These totals are reflected in Research and development on the condensed consolidated statements of operations and comprehensive loss.
BHES JDA
On February 3, 2022, the Company entered into the Original JDA, which was subsequently amended and restated on June 30, 2022 and December 13, 2022 with BHES to invest in, develop, and deploy the Oxy-Combustion Cycle technology in collaboration with the Company (as amended and restated, the “BHES JDA”). The BHES JDA is settled in cash and issuances of equity in exchange for services related to the development and commercialization of the Oxy-Combustion Cycle technology. The Company records the expense for services provided by BHES within Research and development on the condensed consolidated statements of operations and comprehensive loss.
In January 2026, the Company agreed to suspend development activities under the BHES JDA from the December 31, 2025 effective date through March 31, 2026 (the “BHES JDA Suspension Agreement”). Subsequently in March 2026, BHES requested a 60-day extension of the BHES JDA Suspension Agreement while it continues to evaluate the proposed development and commercialization of industrial-scale Oxy-Combustion Cycle technology. In April 2026, the Company agreed to extend the BHES JDA Suspension Agreement through May 30, 2026 (the “BHES JDA Variation Agreement No. 1”). During the suspension period, the Company and BHES will engage in negotiations regarding potential amendments to the BHES JDA. Under the terms of the BHES JDA Suspension Agreement, the Company is 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.
The portion of BHES JDA costs that the Company pays with Class A OpCo Units and shares of Class B Common Stock is recorded within Additional paid-in capital on the condensed consolidated balance sheets and the condensed consolidated statement of shareholders' equity and mezzanine shareholders' equity. The following table displays the expense recognized in the consolidated statement of comprehensive income for shares distributed as payment for services rendered under the terms of the BHES JDA during the periods described below:
| Quantity · Expense Recognized | ||||
|---|---|---|---|---|
| Three Months Ended March 31, | Three Months Ended March 31, | |||
| in thousands | 2026 | 2025 | 2026 | 2025 |
| Class A OpCo Units | 909 | 1,248 | $6,011 | $8,247 |
| Class B Common Stock | 909 | 1,248 | — | — |
| Total | $6,011 | $8,247 | ||
Shares issued as payment under the terms of the BHES JDA are issued at a discount expected to cause a total loss of approximately$17.5 million to the Company over the term of the agreement. The Company has incurred inception-to-date losses of $16.2 million related to such issuances.
During the three months ended March 31, 2026, the Company incurred $9.6 million related to reimbursement of costs incurred by BHES to terminate certain third-party supplier and subcontractor purchase orders entered into by BHES in furtherance of the BHES JDA scope.
If the volume-weighted average price of the Company’s stock forten consecutive trading days (“10-Day VWAP”) immediately preceding the payment date for services under the BHES JDA is less than $4.00 per share (the “Floor Price”), an incremental cash payment is required for the difference between the 10-Day VWAP and the Floor Price (the “BHES JDA Make-Whole Payment”). As of March 31, 2026 and December 31, 2025, the Company had $2.2 million and $2.8 million in current liabilities payable to related parties on the condensed consolidated balance sheets related to the BHES JDA Make-Whole Payment. For the three months ended March 31, 2026 and 2025, the Company incurred $2.2 million and $2.5 million, respectively, related to the BHES JDA Make-Whole Payment.
NOTE 13 — One-time Employee Termination Costs
During the three months ended March 31, 2026, the Company recognized $4.6 million of employee termination costs related to workforce reductions, including $3.4 million of severance costs and $1.2 million of accelerated share-based compensation expense. These costs are included in general and administrative, research and development, and sales and marketing expenses in the condensed consolidated statements of operations, totaling $2.9 million, $1.2 million, and $0.5 million, respectively. The Company expects to recognize $0.2 million in additional employee termination costs related to accelerated share-based compensation in the second quarter of 2026.
NOTE 14 — Commitments and Contingencies
Litigation
From time to time, the Company is party to certain legal actions and claims. Other than any such ordinary routine litigation incidental to the business and except as described below, the Company is not currently a party to, nor is its property currently subject to, any material legal proceedings, and the Company is not aware of any such proceedings contemplated by governmental authorities.
On April 18, 2025, an alleged stockholder (the “Plaintiff”), individually and on behalf of all others similarly situated, filed a putative class action complaint for violation of federal securities laws against the Company, its Chief Executive Officer, President and Interim Chief Financial Officer, its former Chief Financial Officer and its former President and Chief Operating Officer (collectively, the “Defendants”) in the United States District
Court for the Middle District of North Carolina (the “Complaint”). The Complaint purports to bring a federal securities class action on behalf of a class of persons and entities other than the Defendants who acquired the Company’s securities between June 9, 2023 and March 7, 2025 and asserts violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. The Complaint alleges, among other things, that the Defendants made materially false and misleading statements related to the Company’s business, operations and prospects, including the timing and costs of developing Project Permian. The Plaintiff seeks, among other things, certification of a class, an award of unspecified compensatory damages, interest, costs and expenses, including attorneys’ fees and expert fees.
On May 29, 2025, an alleged stockholder of the Company filed a derivative suit on behalf of the Company against the Company’s Chief Executive Officer, President and Interim Chief Financial Officer, its former Chief Financial Officer, its former President and Chief Operating Officer and its board of directors in the United States District Court for the Middle District of North Carolina, asserting claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and violations of federal securities laws. These claims are predicated on the same allegedly false and misleading statements regarding the time and capital needed to complete Project Permian that are the subject of the Complaint outlined above.
The Company intends to vigorously defend against the claims brought in both matters. In light of the complexity and ongoing and uncertain nature of the outstanding proceedings and inquiries, at this time the Company is unable to estimate a reasonably possible financial loss or range of financial loss, if any, that it may incur to resolve or settle these matters.
Asset Retirement Obligation
Under the terms of the lease for the La Porte Demonstration Facility, the Company is required to remove the La Porte Demonstration Facility and restore the land to post-clearing grade level. The following table reconciles the beginning and ending balances of the asset retirement obligation as of the dates presented:
| March 31, | December 31, | |
|---|---|---|
| $ in thousands | 2026 | 2025 |
| Asset retirement obligation, beginning of period | $3,597 | $3,265 |
| Accretion expense | 88 | 332 |
| Asset retirement obligation, end of period | $3,685 | $3,597 |
Unconditional Purchase Obligations
The Company has committed to purchase industrial components for installation at its La Porte Demonstration Facility and its first commercial power plant. The Company pays for these components in installments aligned to contractual milestones. In accordance with ASC Topic 440, Commitments, the Company does not recognize these commitments on the condensed consolidated balance sheets.
As of March 31, 2026, the Company had $16.0 million of remaining purchase obligations related to the BHES JDA, which is expected to be settled 50% in cash and 50% in common stock, plus any incremental cash payments that may be owed for periods where the 10-Day VWAP is less than $4.00 per share in the 10 trading days preceding the date on which shares are to be issued to BHES. Refer to Note 12 — Related Party Transactions for additional information related to the BHES JDA.
In addition, the Company had $55.8 million of additional remaining asset purchase obligations through 2028.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.