Net Power (NPWR) FY2025 10-K Risk Factors: 15 New, 22 Dropped

What the changes say

Net Power broadened its business strategy to include natural gas turbines combined with post-combustion capture technology.
The company recognized a massive $1,095.8 million impairment loss on its Developed Technology Asset Group in September 2025.
The commercial viability of its plants faces headwinds from declining federal regulatory support for clean energy under the Trump administration.

What changed since the prior 10-K

New

NewRisks Related to Our Business and Our Industry
We recently broadened the scope of our business, and we may not be able to successfully execute on our broadened business strategy in a cost-effective manner. If we fail to execute on our broadened business strategy, for whatever reason, it could materially and adversely affect our business and results of operations
Net Power broadened its business strategy to include standard simple and combined cycle natural gas turbines paired with post-combustion capture technology.
NewRisks Related to Our Business and Our Industry
The commercial viability of our power plants is dependent upon the willingness of our customers to pay a premium for clean energy as compared to the price paid for unabated natural gas-fueled power
The Trump administration's de-emphasis of clean energy and removal of efficiency groups may reduce customer willingness to pay a clean energy premium.
NewRisks Related to Our Business and Our Industry
We intend to license from Entropy its PCC technology to integrate into our power plants to reduce CO2 emissions. To the extent we are unable to finalize agreements with Entropy for the licensing of such PCC technology, our business and results of operation will be adversely impacted
Net Power intends to license Entropy's post-combustion capture technology, and failure to finalize these agreements will adversely impact operations.
NewRisks Related to Our Business and Our Industry
Our future facilities and operations could be damaged or otherwise adversely affected as a result of natural disasters and other catastrophic events, and such adverse effects would negatively impact our ability to develop key process equipment and technologies within our anticipated timeline and budget
Natural disasters and catastrophic events could damage future facilities and disrupt the timeline and budget for developing key process equipment.
NewRisks Related to Our Business and Our Industry
violations of laws, regulations or other obligations relating to data handling that could result in liability and adversely impact our reputation and future sales
Increased cyberattack risks stemming from military action against Ukraine threaten data handling, networks, and internal systems.
NewRisks Related to Our Business and Our Industry
In September 2025, we determined that a triggering event had occurred requiring an impairment assessment of our Developed Technology Asset Group, which resulted in the recognition of an impairment loss of $1,095.8 million for the year ended December 31, 2025
Net Power recognized a $1,095.8 million impairment loss on its Developed Technology Asset Group in September 2025 due to Oxy-Combustion Cycle market conditions.
NewRisks Related to Our Market
The commercial viability of our power plants is dependent upon the willingness of our customers to pay a premium for clean energy as compared to the price paid for unabated natural gas-fueled power
NewRisks Related to Our Market
To the extent that customers are unwilling to pay a premium for clean energy, the cost to include carbon capture technology in our power plants may not be justified, which could adversely affect our business and results of operations
Project Permian represents an unestablished market with limited infrastructure to efficiently transport and store carbon dioxide.
NewRisks Related to Government Regulation
Our business relies on the deployment of power plants that are subject to a wide variety of extensive and evolving government laws and regulations, including environmental laws and regulations. Changes in and/or failure to comply with such laws and regulations could have a material adverse effect on our business
Regulatory challenges, including obtaining site boundary emergency planning zone approvals, could delay or halt plant construction.
NewRisks Related to Government Regulation
could require radical changes to development models” for a discussion of how climate change-related regulations and policies may have adverse affects on our business
Substantial public opposition to natural gas and hydraulic fracturing could negatively impact customer sentiment and business prospects.
NewRisks Related to Intellectual Property
issued in the future may not provide us with competitive advantages or may be successfully challenged by third parties. Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain
Uncertain legal standards and foreign laws may fail to protect intellectual property, requiring significant resources to monitor and enforce rights.
NewRisks Related to Intellectual Property
communicate internally as well as with our retail customers could be significantly impaired, and such impaired ability to communicate may adversely impact our business
Evolving cyberthreats could impair internal and retail customer communications, leading to confidential data loss and expensive legal proceedings.
NewRisks Relating to Our Organizational Structure
distributions that would violate any applicable restrictions contained in OpCo’s debt agreements or any applicable law or that would have the effect of rendering OpCo insolvent
NewRisks Related to Governance
regarding executive compensation in our periodic reports and proxy statements, and we will not be required to hold non-binding advisory votes on executive compensation or stockholder approval of any golden parachute payments not previously approved
NewRisks Related to Governance
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder

Dropped

DroppedRisks Related to Our Business and Our Industry
We face significant barriers in our attempts to deploy our technology and may not be able to successfully develop our technology. If we cannot successfully overcome those barriers, it could adversely impact our business and operations
DroppedRisks Related to Our Business and Our Industry
property, and we may be unsuccessful in securing such new licenses or unsuccessful in finding suitable alternatives that would not infringe previously licensed intellectual property
DroppedRisks Related to Our Business and Our Industry
The loss of any such relationships, if not adequately replaced, could substantially hinder or prevent our ability to commercialize our technology and adversely affect our business, financial condition and future prospects
DroppedRisks Related to Our Business and Our Industry
Suppliers of key equipment to our future customers may not be able to scale to the production levels necessary to meet the anticipated growth in demand for our technology, and such inability could negatively impact our business and financial plan
Complex Net Power Cycle technology unvalidated commercially despite grid synchronization.
DroppedRisks Related to Our Business and Our Industry
Our Demonstration Plant has not yet overcome all power loads to provide net positive power delivery to the commercial grid during its operation. If initial commercial plants using the Net Power Cycle are unable to efficiently provide a net power output to the commercial grid, it will negatively impact our business
DroppedRisks Related to Our Business and Our Industry
We may encounter difficulty in attracting licensees prior to the deployment of an initial full-scale commercial plant. If we cannot successfully overcome the barriers to deploying a first full-scale plant, our business will be negatively impacted and could fail
DroppedRisks Related to Our Business and Our Industry
capital investment from us and our partners. If we cannot secure sufficient finding to construct our first commercial-scale plant, our business could fail
DroppedRisks Related to Our Business and Our Industry
Our future growth and success depend on our ability to license to customers and their ability to secure suitable sites. We have not yet entered into a binding contract with a customer to license the Net Power Cycle, and we may not be able to do so
Risks related to NPI's right to terminate the JDA upon a change of control.
DroppedRisks Related to Our Business and Our Industry
An impairment in the carrying value of our goodwill or long-lived assets, principally other intangible assets and property, plant and equipment, could negatively impact our consolidated results of operations and financial condition
Partners have not completed development or final delivery schedules for key equipment.
DroppedRisks Related to Our Business and Our Industry
Increased scrutiny and changing stakeholder expectations with respect to ESG matters may impact our business and expose us to additional risks
DroppedRisks Related to Our Market
future partners and customers. The development and adoption of competing technology could materially and adversely affect our ability to license our technology
DroppedRisks Related to Our Market
The cost of electricity generated from the Net Power Cycle may not be cost competitive with other electricity generation sources in some markets, and such lack of competitiveness could materially and adversely affect our business
DroppedRisks Related to Government Regulation
with such laws and regulations could have a material adverse effect on our business
Third-party manufacturers may fail to scale production levels to meet anticipated demand.
DroppedRisks Related to Government Regulation
The ability to license and deploy natural gas power plants may be limited due to conflict, war or other political disagreements between gas-producing nations and potential customers, and such disagreements may adversely impact our business plan
DroppedRisks Related to Intellectual Property
These disagreements may harm our relationship with our partners, and such harm could have negative impacts on other aspects of our business
Demonstration Plant has not yet overcome auxiliary power loads to provide net positive power.
DroppedRisks Related to Intellectual Property
If disputes over licensed intellectual property prevent or impair our ability to maintain the licensing arrangements on acceptable terms, we may be unable to successfully develop and commercialize our technology, or the dispute may have an adverse effect on our results of operation
Difficulty attracting licensees before deploying an initial full-scale commercial plant.
DroppedRisks Related to Intellectual Property
invalid or unenforceable or that the party against whom we have asserted trademark infringement has superior rights to the marks in question. In this case, we could ultimately be forced to cease use of such trademarks
Inability to secure sufficient third-party or DOE LPO funding to construct the first commercial plant.
DroppedRisks Related to Intellectual Property
We, our partners or our licensees may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, and such failure to identify or correctly interpret the patent may adversely affect our ability to develop, market, and license our technology
No binding customer contracts secured yet to license the Net Power Cycle.
DroppedRisks Relating to the Tax Receivable Agreement
as certain other tax benefits, including tax benefits attributable to payments under the Tax Receivable Agreement, and those payments may be substantial
DroppedRisks Relating to the Tax Receivable Agreement
In certain cases, payments under the Tax Receivable Agreement may exceed the actual tax benefits Net Power Inc. realizes or may be accelerated
DroppedRisks Relating to the Tax Receivable Agreement
There may be a material negative effect on our liquidity if the payments under the Tax Receivable Agreement exceed the actual income or franchise tax savings that we realize
DroppedRisks Related to Governance
by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company
Carrying value of $360 million goodwill and $1.2 billion intangible assets subject to impairment.

Reworded

81% rewrittenRisks Related to Our Business and Our Industry
Manufacturing and construction issues not identified prior to design finalization, long-lead procurement and/or module fabrication could potentially be realized during production, fabrication or construction and may impact plant deployment cost and schedule, and such impact could adversely impact our business
Removed references to licenses and technology performance, focusing the manufacturing and construction risk strictly on power plants.
79% rewrittenRisks Related to Our Business and Our Industry
Conflicts of interest may arise because several directors on the Board were designated by the Principal Legacy Net Power Holders and Sponsor
Removed 8 Rivers as a director-nomineee entity alongside OXY, Constellation, and Sponsor under the Stockholders' Agreement.
73% rewrittenRisks Related to Government Regulation
Any potential changes or reductions in available government incentives promoting projects that reduce greenhouse gas emissions may adversely affect our ability to grow our business
Updated the description of the Inflation Reduction Act to past tense regarding its original enactment intentions.
Was: Any potential changes or reductions in available government incentives promoting projects that reduce greenhouse gas emissions, such as the Inflation Reduction Act of 2022’s financial assistance program funding installation of zero-emission technology, may adversely affect our ability to grow our business
72% rewrittenRisks Related to Intellectual Property
Despite actively monitoring for potential third-party infringement, misappropriation, dilution or other violations of our intellectual property rights, there could be activities that could diminish the value of our services, brands, or goodwill and that cause a decline in our revenue
Truncated text regarding patent protections and legal standards relating to intellectual property validity.
70% rewrittenRisks Related to Government Regulation
We must obtain regulatory approvals and permits before we construct power plants, and approvals may be denied or delayed
No substantive textual changes were made to the core description of regulatory approval lead times.
Was: Our customers must obtain regulatory approvals and permits before they construct power plants using our technology, and approvals may be denied or delayed
67% rewrittenRisks Related to Our Business and Our Industry
We and our partners may not be able to establish supply relationships for necessary components or may be required to pay costs for components that are higher than anticipated, and such inability or increased costs could delay the deployment of our power plants and negatively impact our business
Removed references to licensees and partners relying on third-party suppliers, narrowing the risk scope to Net Power and its direct partners.
Was: We, our licensees, and our partners may not be able to establish supply relationships for necessary components or may be required to pay costs for components that are higher than anticipated, and such inability or increased costs could delay the deployment of our technology and negatively impact our business
62% rewrittenRisks Related to Governance
Concentration of ownership among the Principal Legacy Net Power Holders may prevent new investors from influencing significant corporate decisions
Retained identical text regarding ownership concentration among Principal Legacy Net Power Holders.
57% rewrittenRisks Related to Government Regulation
Transition risks related to climate change, including negative shifts in investor, regulator, and broader public sentiment with respect to fossil fuels, could have a material and adverse effects on us
Retained identical text regarding transition risks and shifting sentiment related to climate change and fossil fuels.
56% rewrittenRisks Related to Our Business and Our Industry
We have incurred significant losses since inception, we anticipate that we will continue to incur losses in the future, and we may not be able to achieve or maintain profitability
54% rewrittenRisks Related to Our Business and Our Industry
Our business requires us to estimate future market demand for electricity and we may be adversely affected to the extent that we overestimate or underestimate such demand
Was: Our business requires us to estimate future market demand for electricity and for licenses for our technology. We may be adversely affected to the extent that we overestimate or underestimate such demand
54% rewrittenRisks Related to Our Business and Our Industry
If we, our partners or our third-party suppliers experience any delays in the development and manufacturing of key components of our power plants, our business and financial condition may be adversely impacted
Was: If we, our partners or our third-party suppliers experience any delays in the development and manufacturing of turbo expanders, heat exchangers, air separation units, and other key components, our business and financial condition may be adversely impacted
46% rewrittenRisks Related to Intellectual Property
A number of foreign countries do not protect intellectual property rights to the same extent as the U.S., and, so, our intellectual property rights may not be as strong or as easily enforced outside of the U.S
40% rewrittenRisks Related to Intellectual Property
Third parties may successfully challenge or invalidate our rights or ability to use in-licensed intellectual property
Was: Third parties may successfully challenge or invalidate our rights or ability to use in-licensed intellectual property that is core to the Net Power Cycle
35% rewrittenRisks Related to Our Business and Our Industry
We and our partners may be unable to adequately control or accurately predict the costs associated with the development of our projects
Was: We, our licensees and our partners may be unable to adequately control or accurately predict the costs associated with SN1 and the development and deployment of our technology
34% rewrittenRisks Related to Government Regulation
We are subject to environmental, health, and safety laws and to regulations including, if applicable, remediation matters that could adversely affect our business, results of operation and reputation
Was: Our partners and customers are subject to environmental, health, and safety laws and to regulations including, if applicable, remediation matters that could adversely affect our business, results of operation and reputation
32% rewrittenRisks Related to Our Business and Our Industry
Manufacturing and transportation of key equipment may be dependent on open global supply chains. Supply chain issues could negatively impact deployment schedules
31% rewrittenRisks Related to Government Regulation
We may encounter substantial delays in the design, manufacture, regulatory approval and launch of power plants, and that could prevent us from commercializing and deploying our power plants on a timely basis, if at all
Was: We and our potential licensees may encounter substantial delays in the design, manufacture, regulatory approval and launch of power plants, and that could prevent us and our licensees from commercializing and deploying our technology on a timely basis, if at all
29% rewrittenRisks Related to Governance
If we fail to maintain effective internal control over financial reporting and effective disclosure controls and procedures, we may not be able to accurately report our financial results in a timely manner or prevent fraud, and such inability may adversely affect investor confidence in our company
26% rewrittenRisks Related to Our Business and Our Industry
Lack of availability or increased costs of component raw materials may affect manufacturing processes for plant equipment and increase our overall costs
Was: Lack of availability or increased costs of component raw materials may affect manufacturing processes for plant equipment and increase our overall costs or those of our licensees
26% rewrittenRisks Related to Our Business and Our Industry
The projects we are developing will rely on complex machinery for their operation, and deployment involves a significant degree of risk and uncertainty in terms of operational performance and costs
Was: The technology we are developing will rely on complex machinery for its operation, and deployment involves a significant degree of risk and uncertainty in terms of operational performance and costs

All 47 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business and Our Industry

01We have incurred significant losses since inception, we anticipate that we will continue to incur losses in the future, and we may not be able to achieve or maintain profitability56% rewritten
02We recently broadened the scope of our business, and we may not be able to successfully execute on our broadened business strategy in a cost-effective manner. If we fail to execute on our broadened business strategy, for whatever reason, it could materially and adversely affect our business and results of operationsNew
03The commercial viability of our power plants is dependent upon the willingness of our customers to pay a premium for clean energy as compared to the price paid for unabated natural gas-fueled powerNew
04We intend to license from Entropy its PCC technology to integrate into our power plants to reduce CO2 emissions. To the extent we are unable to finalize agreements with Entropy for the licensing of such PCC technology, our business and results of operation will be adversely impactedNew
05We and our partners may be unable to adequately control or accurately predict the costs associated with the development of our projects35% rewritten
06We may be unable to manage our future growth effectively, and such inability could make it difficult to execute our business strategy
07The projects we are developing will rely on complex machinery for their operation, and deployment involves a significant degree of risk and uncertainty in terms of operational performance and costs26% rewritten
08If we, our partners or our third-party suppliers experience any delays in the development and manufacturing of key components of our power plants, our business and financial condition may be adversely impacted54% rewritten
09We and our partners may not be able to establish supply relationships for necessary components or may be required to pay costs for components that are higher than anticipated, and such inability or increased costs could delay the deployment of our power plants and negatively impact our business67% rewritten
10We may pursue the development of Net Power plants through joint ventures, which may lead to disagreements with our joint venture partners and adversely affect our interest in the joint ventures
11Lack of availability or increased costs of component raw materials may affect manufacturing processes for plant equipment and increase our overall costs26% rewritten
12Manufacturing and transportation of key equipment may be dependent on open global supply chains. Supply chain issues could negatively impact deployment schedules32% rewritten
13Manufacturing and construction issues not identified prior to design finalization, long-lead procurement and/or module fabrication could potentially be realized during production, fabrication or construction and may impact plant deployment cost and schedule, and such impact could adversely impact our business81% rewritten
14Our future facilities and operations could be damaged or otherwise adversely affected as a result of natural disasters and other catastrophic events, and such adverse effects would negatively impact our ability to develop key process equipment and technologies within our anticipated timeline and budgetNew
15Our business requires us to estimate future market demand for electricity and we may be adversely affected to the extent that we overestimate or underestimate such demand54% rewritten
16We are highly dependent on our senior management team, key employees and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy and our ability to compete may be harmed
17Conflicts of interest may arise because several directors on the Board were designated by the Principal Legacy Net Power Holders and Sponsor79% rewritten
18violations of laws, regulations or other obligations relating to data handling that could result in liability and adversely impact our reputation and future salesNew
19In September 2025, we determined that a triggering event had occurred requiring an impairment assessment of our Developed Technology Asset Group, which resulted in the recognition of an impairment loss of $1,095.8 million for the year ended December 31, 2025New

Risks Related to Our Market

20The commercial viability of our power plants is dependent upon the willingness of our customers to pay a premium for clean energy as compared to the price paid for unabated natural gas-fueled powerNew
21To the extent that customers are unwilling to pay a premium for clean energy, the cost to include carbon capture technology in our power plants may not be justified, which could adversely affect our business and results of operationsNew

Risks Related to Government Regulation

22Our business relies on the deployment of power plants that are subject to a wide variety of extensive and evolving government laws and regulations, including environmental laws and regulations. Changes in and/or failure to comply with such laws and regulations could have a material adverse effect on our businessNew
23We must obtain regulatory approvals and permits before we construct power plants, and approvals may be denied or delayed70% rewritten
24Changes in laws and regulations and electric market rules and protocols regarding the requirements for interconnection to the electric transmission grid and the commercial operation of our power generation projects could affect the cost, timing, and economic results of conducting our operations
25We may encounter substantial delays in the design, manufacture, regulatory approval and launch of power plants, and that could prevent us from commercializing and deploying our power plants on a timely basis, if at all31% rewritten
26We are subject to environmental, health, and safety laws and to regulations including, if applicable, remediation matters that could adversely affect our business, results of operation and reputation34% rewritten
27Transition risks related to climate change, including negative shifts in investor, regulator, and broader public sentiment with respect to fossil fuels, could have a material and adverse effects on us57% rewritten
28could require radical changes to development models” for a discussion of how climate change-related regulations and policies may have adverse affects on our businessNew
29Restrictions on the ability to procure natural gas, including its production and delivery, and the ability to construct carbon sequestration facilities, could adversely impact our business
30We may be subject to new, stricter measures and/or regulatory requirements for the mitigation or reduction of greenhouse gas emissions that could require radical changes to development models and adversely affect our business, reputation, and operations
31We are exposed to price volatility risks related to incentives
32Any potential changes or reductions in available government incentives promoting projects that reduce greenhouse gas emissions may adversely affect our ability to grow our business73% rewritten
33We may not be able to utilize any future federal income tax credits

Risks Related to Intellectual Property

34Third parties may successfully challenge or invalidate our rights or ability to use in-licensed intellectual property40% rewritten
35Despite actively monitoring for potential third-party infringement, misappropriation, dilution or other violations of our intellectual property rights, there could be activities that could diminish the value of our services, brands, or goodwill and that cause a decline in our revenue72% rewritten
36issued in the future may not provide us with competitive advantages or may be successfully challenged by third parties. Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertainNew
37Our patent applications may not result in issued patents and our patent rights may be contested, circumvented, invalidated, or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with commercialization of our technology
38We maintain certain technology as trade secrets and others could independently develop competing or similar technologies, allowing others to develop plants without our license if our other intellectual property rights are insufficient to prevent such unlicensed development and deployment of plants
39A number of foreign countries do not protect intellectual property rights to the same extent as the U.S., and, so, our intellectual property rights may not be as strong or as easily enforced outside of the U.S46% rewritten
40communicate internally as well as with our retail customers could be significantly impaired, and such impaired ability to communicate may adversely impact our businessNew

Risks Relating to Our Organizational Structure

41distributions that would violate any applicable restrictions contained in OpCo’s debt agreements or any applicable law or that would have the effect of rendering OpCo insolventNew
42The organizational structure of Net Power confers certain benefits upon the holders of shares of Class B Common Stock and OpCo Units (which includes the Legacy Net Power Holders) that will not benefit the holders of shares of Class A Common Stock to the same extent

Risks Related to Governance

43Concentration of ownership among the Principal Legacy Net Power Holders may prevent new investors from influencing significant corporate decisions62% rewritten
44regarding executive compensation in our periodic reports and proxy statements, and we will not be required to hold non-binding advisory votes on executive compensation or stockholder approval of any golden parachute payments not previously approvedNew
45If we fail to maintain effective internal control over financial reporting and effective disclosure controls and procedures, we may not be able to accurately report our financial results in a timely manner or prevent fraud, and such inability may adversely affect investor confidence in our company29% rewritten
46and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holderNew
47Delaware law and our governing documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and that could delay or discourage takeover attempts that stockholders may consider favorable

Other Net Power 10-Ks

FY2024 10-K risk factors
54 risks
Net Power faces substantial historical losses, complex unvalidated technology risks, and heavy reliance on third-party supply chains and commercial partnerships.
Filed Mar 10, 2025

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.