{"url_path":"/sec/npwr/8-k/2026-09-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1845437/0001104659-26-107045-index.html","accession_number":"0001104659-26-107045","cik":"0001845437","ticker":"NPWR","issuer_name":"Net Power Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1845437/0001104659-26-107045-index.html","primary_entity_key":"0001845437","primary_entity_name":"Net Power Inc."},"word_count":2532,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn September 8, 2026 (the “Suspension Date”),\nNet Power, LLC (“NET Power”), a Delaware limited liability company and an indirect subsidiary of NET Power Inc. (the “Company”),\ntogether with the Company and NET Power Operations LLC, a Delaware limited liability company and a subsidiary of the Company (“OpCo”),\nin the case of the agreement described in clause (i) below, entered into three agreements with affiliates of Baker Hughes Company (“Baker\nHughes”): Nuovo Pignone S.r.l., the successor by merger to Nuovo Pignone Tecnologie S.r.l. (“NP”), and Nuovo Pignone\nInternational S.r.l. (“NPI”). The agreements consist of (i) a Suspension Agreement among NET Power, NP, NPI, OpCo and the\nCompany with respect to the Amended and Restated Joint Development Agreement dated December 13, 2022 (the “A&R JDA” and\nsuch suspension agreement, the “JDA Suspension Agreement”); (ii) a Suspension Agreement between NET Power and NPI with respect\nto the Commercial Agreement effective May 12, 2022 (the “Commercial Agreement” and such suspension agreement, the “Commercial\nAgreement Suspension Agreement”); and (iii) a First Amendment to License Agreement among NET Power, NP and NPI (the “License\nAmendment”) with respect to the License Agreement dated February 3, 2022 (the “License Agreement”). The Company refers\nto the three agreements collectively as the “Transaction Agreements” and to the arrangements they establish as the “Transaction.”\nThe Transaction Agreements were negotiated and executed as one integrated transaction.\n\n \n\nIn summary, the Transaction indefinitely suspends\nthe parties’ utility-scale oxy-combustion development and commercialization arrangements, terminates specified access and exclusivity\nrights related to the La Porte Demonstration Facility, preserves NP’s exclusive utility-scale equipment license, and establishes\nrevised industrial-scale licensing arrangements. Neither NP nor any of its affiliates is obligated to deploy a plant; no royalty amount\nhas been agreed upon, and no royalty is assured.\n\n \n\nThe Transaction Agreements suspend, but do not\nterminate, the A&R JDA and the Commercial Agreement and amend, but do not terminate, the License Agreement. Certain rights under those\nagreements, including the specified La Porte rights described below, terminate or cease to apply. The Transaction Agreements relate specifically\nto the Company’s oxy-combustion arrangements with NP and NPI. They do not affect the Company’s other commercial arrangements,\nincluding those relating to Project Permian.\n\n \n\n**Background**\n\n \n\nThe A&R JDA, which amended and restated the\nJoint Development Agreement dated February 3, 2022, as amended on June 30, 2022, provided for the joint development by NET Power and Baker\nHughes of turboexpanders, including combustors, for use in utility-scale power plants employing the Company’s oxy-combustion technology.\nUnder the License Agreement, NET Power licensed intellectual property to Baker Hughes to develop, manufacture, and sell that equipment\non an exclusive basis, subject to specified exceptions, for utility-scale equipment packages and industrial-scale products. Under the\nCommercial Agreement, NET Power and NPI established arrangements to commercialize specified oxy-combustion technology and related products,\nreferred to in that agreement as the “NET Power Platform.”\n\n \n\nAs previously disclosed, on January 22, 2026 the\nparties entered into a letter agreement, effective December 31, 2025, that temporarily suspended performance under the A&R JDA (the\n“Suspension Letter”), which was extended by variation agreements dated March 31, 2026 and June 4, 2026 through June 30, 2026.\nThe temporary suspension provided Baker Hughes a period to evaluate the development and commercialization of industrial-scale plants using\nthe Company’s technology, and during that period, the parties negotiated the Transaction Agreements. The Transaction Agreements\nreflect changes in market and economic conditions affecting the deployment of utility-scale oxy-combustion natural gas power generation,\nand NET Power’s determination that it was not economical at this time to continue pursuing commercialization of the specific utility-scale\nturboexpander program contemplated by the A&R JDA or of the utility-scale NET Power Platform development program contemplated by the\nCommercial Agreement. The suspension did not arise from any breach, default, or failure to perform under any contract by any party.\n\n \n\n \n\n \n\n \n\n**JDA Suspension Agreement**\n\n \n\nUnder the JDA Suspension Agreement, the parties\nagreed to continue the suspension of the A&R JDA, effective retroactively from January 1, 2026, for an indefinite period (the “Suspension\nPeriod”), which ends only if the parties mutually agree in writing to reinstate the A&R JDA or to terminate it. No new performance\nor payment obligation accrues under the A&R JDA during the Suspension Period, other than in respect of the Excluded Matters described\nbelow and the provisions of the Suspension Letter that continue to apply. Neither party may reinstate the A&R JDA without the prior\nwritten consent of the other party, and any reinstatement is conditioned on the parties first agreeing in writing to amendments of specified\nprovisions of the A&R JDA, including the combustor and turboexpander statements of work. Effective on the Suspension Date, Baker Hughes’\nrights of access to, and exclusivity over, the Company’s demonstration facility in La Porte, Texas under the A&R JDA, the License\nAgreement and the Commercial Agreement terminated, and the facility warranty under the A&R JDA no longer applies to that facility.\n\n \n\n**Commercial Agreement Suspension Agreement**\n\n \n\nUnder the Commercial Agreement Suspension Agreement,\neffective as of the Suspension Date, NET Power and NPI suspended the operative rights and obligations under the Commercial Agreement for\nan indefinite period, except for the provisions expressly preserved as described below. The suspension ends only upon the parties’\nmutual written agreement to reinstate the Commercial Agreement or upon its termination by mutual agreement. No new right or obligation\naccrues under the suspended provisions during the suspension, and the Commercial Agreement’s term is tolled. Neither party may unilaterally\nreinstate or terminate the Commercial Agreement, and neither party may reinstate it without the other’s prior written consent. Specified\nprovisions of the Commercial Agreement, including its limitation of liability (other than with respect to the Excluded Matters described\nbelow), export control, dispute resolution, confidentiality and governing law provisions, continue to apply during the suspension. The\nCommercial Agreement otherwise remains a valid and binding agreement and is not terminated or superseded.\n\n \n\n**License Amendment**\n\n \n\nThe License Amendment, effective as of January\n1, 2026, amends the License Agreement to establish revised industrial-scale licensing arrangements while preserving NP’s continuing\nutility-scale license and exclusivity as described below. Except as expressly amended, the License Agreement continues in full force and\neffect and is ratified. The following describes the terms of the License Agreement as amended by the License Amendment.\n\n \n\n*Industrial-scale licenses.*NET Power has\ngranted to NP and its affiliates (i) a worldwide, perpetual, irrevocable, royalty-free, transferable and sublicensable license under the\nlicensed intellectual property to make, import, market, sell and distribute industrial-scale products for use in industrial plants, and\nto use and modify them for sales, support and maintenance, and (ii) a worldwide, perpetual, irrevocable, transferable and sublicensable\nlicense to install and commercially operate industrial plants, which is royalty-bearing as described below. The industrial-product license\ndescribed in clause (i) is exclusive, subject to NET Power’s retained rights described below and to its non-exclusive right to market\nand promote industrial products manufactured by NP or its affiliates for use as part of the oxy-combustion platform.\n\n \n\n \n\n \n\n \n\nNo royalty accrues from the manufacture or sale\nof industrial products; the royalty described below attaches to the commercial operation of an industrial plant that incorporates them.\n\n \n\n*Royalty.*A royalty is payable to NET Power\nin respect of each industrial plant that incorporates industrial products made, imported, distributed or sold by NP or its affiliates,\naccruing upon commercial operation of the plant. The royalty amount and commercial model for each plant are to be commercially reasonable,\nagreed to in writing by the parties, and developed in good faith to support the customer’s value proposition, enable a competitive\ncost of electricity, and preserve commercially reasonable compensation for NET Power. If the parties have not agreed the royalty amount\nand commercial model within 180 days after either party proposes terms in writing for a plant, either party may refer the determination\nto an independent expert in the licensing of process technology in the power generation industry, whose determination, applying those\nstandards, is final and binding absent manifest error. Pending any such determination, NP may continue to exercise the license, and the\nroyalty as determined applies from first commercial operation of the plant. Where NP or its affiliates sell industrial products to a third\nparty for incorporation into a plant that, to their knowledge, will be commercially operated by a third party in a manner that practices\nthe licensed intellectual property, they are required to include in the terms of sale a sublicense, effective upon commercial operation,\nthat obligates the operator to pay the royalty, and that is structured so that NET Power may pursue the operator directly for non-payment.\nNP is not a guarantor of any third party’s royalty obligation.\n\n \n\n*Utility-scale exclusivity.*NP’s exclusive\nlicense under the License Agreement to manufacture and sell utility-scale equipment packages using the licensed intellectual property\nremains in effect. The provision of the License Agreement under which that exclusivity could be lost is suspended during the Suspension\nPeriod and would not revive automatically upon any reinstatement of the A&R JDA, and the License Amendment does not address its application\nfollowing any termination of the A&R JDA. That exclusivity continues to limit the Company’s ability to engage third parties\nto manufacture and sell utility-scale equipment packages using the licensed intellectual property.\n\n \n\n*Retained rights of NET Power.*NET Power\nretains ownership of the licensed intellectual property. NET Power also (i) retains a non-exclusive right to conduct its internal research\nand development with respect to Baker Hughes’ key process equipment package and is not restricted in its research and development\nwith respect to other products; (ii) retains a non-exclusive right to solicit third-party commercial suppliers of utility-scale equipment\npackages, which solicitation may include only technical information included in the licensed intellectual property that was in existence\non February 3, 2022, and which does not by itself authorize a third party to manufacture or sell a utility-scale equipment package using\nthe licensed intellectual property while NP’s utility-scale exclusivity remains in effect; and (iii) may assign, license or otherwise\ndispose of the licensed intellectual property, subject to the licenses and exclusivity rights held by NP and its affiliates, which would\nnot be terminated or modified by any such disposition.\n\n \n\n*Intellectual property.*Each party retains\nownership of its intellectual property and technical information existing before January 1, 2026, including intellectual property generated\nunder the A&R JDA. For intellectual property generated from January 1, 2026, the License Amendment allocates ownership of specified\ncategories: NET Power owns enhancements of the licensed intellectual property that it generates without the use of Baker Hughes confidential\ninformation and that are not enhancements of Baker Hughes’ key process equipment package; NP owns enhancements of that package generated\nby NET Power using Baker Hughes confidential information and all intellectual property generated by NP and its affiliates; and each party\ngrants the other a non-exclusive, royalty-free license to specified process intellectual property it generates for use in exercising its\nrights under the License Agreement.\n\n \n\n \n\n \n\n \n\n*Technical support.*NET Power will use commercially\nreasonable efforts, at no charge, to disclose technical information included in the licensed intellectual property and to provide related\ntechnical assistance to support NP’s exercise of its licenses.\n\n \n\n**Mutual releases**\n\n \n\nEach of the JDA Suspension Agreement and the Commercial\nAgreement Suspension Agreement contains a mutual release under which each party releases the other parties and their affiliates from all\nclaims, known or unknown, relating to the A&R JDA or the Commercial Agreement, respectively, or to any other acts or omissions occurring\non or before the Suspension Date. The releases do not extend to claims first arising after execution, to the parties’ rights and\nobligations under the Transaction Agreements, or to outstanding payment and wind-down obligations under the Suspension Letter and the\nlimited notice to proceed for long-lead equipment dated December 28, 2023, including amounts invoiced or accrued but unpaid, or not yet\ninvoiced, as of the Suspension Date (the “Excluded Matters”). Amounts owed for work performed by Baker Hughes under the A&R\nJDA through December 31, 2025, which have been accrued in the Company’s financial statements, accordingly remain payable in accordance\nwith the A&R JDA and the Suspension Letter, in cash and in paired shares of the Company’s Class B common stock and units of\nOpCo, and will be settled in the ordinary course. The final amounts payable in respect of the Excluded Matters remain subject to Baker\nHughes’ final invoices and the applicable contractual terms, and have not been finally determined.\n\n \n\n**Effect of the Transaction**\n\n \n\nThe Transaction Agreements suspend, and do not\nterminate, the A&R JDA and the Commercial Agreement, and amend, and do not terminate, the License Agreement. Consistent with its previously\ndisclosed strategy, the Company does not currently plan to fund further development of the Oxy-Combustion Cycle. The Transaction does\nnot obligate the Company to make further development expenditures under the A&R JDA or the Commercial Agreement, except with respect\nto the Excluded Matters. The Company retains ownership of the intellectual property allocated to it under the License Agreement, as amended.\nIts ability to develop, license or transfer that intellectual property remains subject to the licenses and exclusivity rights held by\nNP and its affiliates and the other limitations described above. The Company’s alternatives for the La Porte facility, including\nits continued use, sale or decommissioning, are no longer subject to any access or exclusivity right held by NP or NPI. Any royalties\nunder the License Amendment would arise only from industrial plants deployed by NP, its affiliates or their customers; neither NP nor\nany of its affiliates is obligated to deploy any such plant, no royalty amount has been agreed, and no assurance can be given that any\nroyalty will be earned.\n\n \n\nAs previously disclosed, in the quarter ended\nJune 30, 2026 the Company recorded a $193.7 million non-cash impairment charge that reduced the carrying amount of its Developed Technology\nAsset Group, including its oxy-combustion developed technology and the La Porte Demonstration Facility, to zero. The impairment was an\naccounting determination; it did not transfer or extinguish the Company’s ownership of its intellectual property, which remains\nsubject to the License Agreement, as amended. Continued ownership does not change the assets’ carrying amount or assure that the\nCompany will realize value from them.\n\n \n\nNP, NPI and Baker Hughes Energy Services LLC,\nwhich receives the Class B common stock and OpCo units issued under the A&R JDA, are affiliates of Baker Hughes, and Baker Hughes\nEnergy Services LLC beneficially owns more than 5% of the Company’s outstanding common stock. Before execution, the Audit Committee\nof the Company’s Board of Directors, composed solely of independent directors, reviewed and approved the Transaction Agreements,\nincluding the mutual releases, and the settlement of the Excluded Matters as a related-person transaction in accordance with its charter.\n\n \n\n \n\n \n\n \n\nThe A&R JDA, the License Agreement and the\nCommercial Agreement have been described in the Company’s prior filings with the Securities and Exchange Commission. The foregoing\ndescriptions of the JDA Suspension Agreement, the Commercial Agreement Suspension Agreement and the License Amendment do not purport to\nbe complete and are qualified in their entirety by reference to the full text of those agreements, copies of which the Company intends\nto file, with confidential portions omitted where permitted by the rules of the Securities and Exchange Commission, as exhibits to its\nQuarterly Report on Form 10-Q for the quarter ending September 30, 2026."}