Net Power Inc.

This Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements that do not relate strictly to historical or current facts are forward-looking and are usually identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “opportunity,” “plan,” “potential,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will likely result,” “would,” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may relate to the anticipated demand for the Company’s products and services, the Company’s ability to license third-party technology, the development and financing of the Company’s power generation projects and the Company’s entry into related agreements, the timing and configuration of project phases, permitting, grid interconnection, the Company’s business strategies, capital requirements, potential growth opportunities and expectations for future performance (financial or otherwise). Forward-looking statements are based on current expectations, estimates, projections, targets, opinions and/or beliefs of the Company, and such statements involve known and unknown risks, uncertainties and other factors.

The risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include: risks relating to (i) the uncertainty of the projected financial information with respect to the Company and risks related to the Company’s ability to meet its projections; (ii) the Company’s ability to utilize its net operating loss and tax credit carryforwards effectively; (iii) the capital-intensive nature of the Company’s business model, which will likely require the Company to raise additional capital in the future; (iv) barriers the Company may face in its attempts to deploy its power plants and its ability to successfully develop its power plants; (v) the Company’s ability to agree on and execute a change order relocating the work under the engineering, procurement and construction agreement for its initial project, to resume that work and to fund the related payments, and the costs the Company would incur if that agreement were terminated; (vi) the possibility that the Company’s projects are developed without carbon capture, and the Company’s ability to obtain post-combustion carbon capture (“PCC”) technology from Entropy Inc. (“Entropy”) or another provider on acceptable terms if it elects to deploy carbon capture in later phases or projects; (vii) the Company’s ability to negotiate and enter into binding energy services or power offtake agreements on acceptable terms and on a timeline that supports a final investment decision (“FID”) for its initial project, and the conditions, approvals, exclusions and aggregate cap that limit the Company’s recovery of costs under its cost reimbursement agreement with a prospective customer; (viii) risks related to permitting and grid interconnection, including the timing and outcome of the large-load interconnection processes of the Electric Reliability Council of Texas (“ERCOT”), the pause in the issuance of permits for data center projects directed by the Governor of Texas in September 2026, the policies of the Texas administration taking office in January 2027, and any verification, audit, or other regulatory or legislative process applicable to data centers, the generation that serves them and other large loads in Texas; (ix) the availability, cost, and delivery timing of gas turbines, reciprocating engines and related equipment, including additional generating units that the Company does not currently hold; (x) the impact of tariffs, trade barriers, export controls, and sanctions on equipment costs and supply timelines; (xi) the development of competing energy technologies, including battery storage, nuclear, and other generation resources, that could reduce demand for the Company’s products; (xii) changes in, or the elimination of, governmental incentives and tax credits supporting carbon capture, including the credit available under Section 45Q of the Internal Revenue Code (as amended), and restrictions on the value, transferability, and monetization of such credits, and the availability of arrangements for the sale, transportation, sequestration, or other disposition of captured CO₂; (xiii) the proper functioning of the complex machinery the Company relies on for its operations and development; (xiv) the Company’s ability to adequately control or accurately predict the costs associated with its projects; (xv) potential changes and/or delays in site selection and construction that result from regulatory, logistical, and financing challenges; (xvi) the ability of the Company to integrate other energy technologies in its projects; (xvii) the Company’s ability to establish and maintain supply relationships and the impact of any supply chain disruptions; (xviii) risks related to strategic investors, partners and customers, including the risk that demand for power from customers may decline due to changes in general or industry-specific economic conditions; (xix) the Company’s ability to successfully commercialize its operations; (xx) the availability and cost of technological components and raw materials for the Company’s projects; (xxi) the impact of potential delays in discovering manufacturing and construction issues; (xxii) the ability of the Company’s commercial plants to efficiently provide net power output; (xxiii) the impact of public perception of fossil fuel-derived energy on the Company’s business; (xxiv) any political or other disruptions in gas-producing nations, including the ongoing conflicts in the Middle East; (xxv) risks relating to data privacy and cybersecurity, including the potential for future cyberattacks or security incidents that could disrupt the Company’s or its service providers’ operations; (xxvi) current and potential litigation that has been and may be instituted against the Company, including the litigation referenced in Part II, Item 1 of this Report; (xxvii) the Company’s ability to raise capital on acceptable terms, the dilutive effect of any equity or equity-linked issuance on existing stockholders, and limitations on the amount the Company may sell in primary offerings under an effective shelf registration statement for so long as the aggregate market value of its common equity held by non-affiliates remains below $75 million; (xxviii) the Company’s ability to satisfy the continued listing standards of the New York Stock Exchange, including the minimum average closing price requirement, and the risk that the Company’s securities could be suspended from trading and delisted; (xxix) the fact that the Company has committed, and may continue to commit, substantial capital to power generation equipment before binding power offtake, site-control or financing arrangements are in place, and may not recover some or all of that capital; (xxx) the Company’s ability to obtain the land and development rights required for its initial project and for the broader build-out at Project Permian, and its dependence on third-party data center developers and site owners; (xxxi) the Company’s ability to attract, retain, and motivate qualified personnel, and risks associated with workforce reductions; (xxxii) the Company’s ability to realize any value from the Oxy-Combustion Cycle intellectual property, the La Porte Demonstration Facility, and related assets, which have been fully impaired, the outcome of the Company’s evaluation of alternatives for the La Porte Demonstration Facility, and the timing and cost of decommissioning; and (xxxiii) other risks and uncertainties indicated in Part I, Item 1A of the Annual Report, Part II, Item 1A of this Report, and other documents subsequently filed with the SEC by the Company.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by our management prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements contained in this Report. Accordingly, you should not place undue reliance on these forward-looking statements in deciding whether to invest in our securities.

Forward-looking statements speak only as of the date they are made. Except to the extent required by applicable law or regulation, we undertake no obligation to update the forward-looking statements contained herein to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events. The Company gives no assurance that it will achieve its expectations.