Net Power closes EMPower EPC assignment for about 123 MW at Project Permian.

Net Power closed its previously announced acquisition of EMPower USA’s contractual Owner position under a Saulsbury EPC agreement for an approximately 123-megawatt reciprocating-engine natural-gas facility on August 31, paying EMPower about $58.9 million in aggregate cash and funding about $97.6 million of Closing Date cash from cash on hand — without a PPA or a final investment decision.

NET Power Inc. filed a Form 8-K (AccNo 0001104659-26-105072; Date of earliest event August 31, 2026; Items 1.01, 2.01, 7.01, and 9.01) reporting that on the Closing Date its indirect subsidiary Net Power, LLC entered into — and simultaneously closed — an Assignment and Assumption Agreement with EMPower USA, LLC. On September 3, 2026, the company furnished Exhibit 99.1, a Houston-dated press release titled “Net Power Closes Acquisition of EMPower’s Position Under EPC Agreement for 123 MW of Power Generation.”

What Net Power bought

Under the Assignment Agreement, the Purchaser acquired EMPower’s rights, and assumed EMPower’s commitments arising on and after the Closing Date, as “Owner” under an Engineering, Procurement and Construction Agreement dated December 15, 2025 between EMPower and Saulsbury Industries, Inc., as amended, together with specified owner flow-down rights and benefits under the related equipment supply contract between Saulsbury and Wärtsilä North America, Inc. The EPC Agreement covers engineering, procurement, and construction of an approximately 123-megawatt reciprocating-engine natural-gas power generation facility. Saulsbury remains the EPC contractor. Wärtsilä is to supply ten Wärtsilä 20V31SG-B engine-generator sets.

The 8-K is explicit about the object: the Transaction transferred contractual rights. It did not transfer title to the engine-generator sets or other equipment, any interest in real property, any employees, or any operating business. Title to equipment under the Equipment Supply Agreement passes on the later of delivery to the Facility and payment of the corresponding milestone. The company determined the assets acquired do not constitute a business within the meaning of Rule 11-01(d) of Regulation S-X, so no Rule 3-05 financial statements were required.

What it paid — and what it assumed

Consideration was (i) a premium of $40.0 million, of which $20.0 million had already been funded as deposits before the Closing Date, (ii) reimbursement of $18,947,272.70 of amounts EMPower previously paid under the EPC Agreement, and (iii) assumption of the post-closing commitments. Cash paid to EMPower on the Closing Date was $38,947,272.70, bringing aggregate cash consideration paid to EMPower, including the deposits, to $58,947,272.70.

The total EPC contract price is $196,711,035.70. After reimbursing EMPower’s pre-close EPC payments, assumed remaining EPC payment commitments were about $177.8 million. On the Closing Date the Purchaser paid Saulsbury $58,633,890.82 for the Wärtsilä engine-generator sets and major auxiliaries milestone, leaving remaining EPC payment commitments of about $119.1 million. Of that remainder, a Mobilization Payment of $10,153,524.85 is payable on issuance of the full notice to proceed — due on or before October 15, 2026 under Saulsbury’s Consent. Closing Date cash outlay from cash on hand was $97,581,163.52: the $38,947,272.70 paid to EMPower plus the $58,633,890.82 Saulsbury milestone.

Equipment Supply Agreement performance guarantees printed in the 8-K summary include plant net electrical output of 122,466 kW and a gross heat rate of 7,199 Btu/kWh on a lower heating value basis, with minimum acceptance criteria of 97% of guaranteed output and 103% of guaranteed heat rate.

Project Permian — and what is still contingent

Exhibit 99.1 frames the close as ending the August 24, 2026 deposit and exclusivity announcement and bringing Net Power’s total potential power generation capacity to nearly 200 MW for the first phase of Project Permian, its inaugural powered-land project in West Texas. Saulsbury consented to relocating the project from its original Ector County, Texas site to the Purchaser’s replacement site. Wärtsilä reserved its position on the relocation; the parties expect a relocation change order under, or as an amendment to, the Equipment Supply Agreement. The Purchaser and Saulsbury agreed to negotiate in good faith a change order for relocation, resumption, sequencing, and a revised schedule. That change order had not been executed as of the 8-K date.

Work under the EPC Agreement has been suspended since July 1, 2026. Work is expected to resume after delivery of the full notice to proceed and payment of the Mobilization Payment. The company has not made a final investment decision with respect to the Facility. It has not entered into a power purchase agreement or energy services agreement for the Facility’s output. Other than a previously announced cost-reimbursement arrangement with a prospective customer (subject to approval procedures, exclusions, and an aggregate cap), no equipment or project-level financing, customer funding, or partner capital is committed.

In the furnished release, President and COO Marc Horstman said the Wärtsilä reciprocating engines were selected for characteristics suited to Net Power’s powered-land strategy, including fast-start operation and a modular ten-unit configuration. CEO Danny Rice called the close an important step to advance Project Permian and noted the speed from identification to close after the August 24 exclusivity path.

Still open after close

Whether the relocation and EPC change orders are executed on acceptable terms — and on what revised schedule and compensation. Whether the full notice to proceed and Mobilization Payment land by the October 15, 2026 Consent deadline. Whether offtake, interconnection, permits, gas supply, and financing arrive on a timeline that supports a final investment decision. Companies/NPWR on tickergrove.com may remain a soft 404 and does not block this filing story.