Insider Notice: SCWO Plans 1.5M-Share Sale on Nasdaq

Rhea-AI Filing Summary

Form 144 for 374Water Inc. (SCWO) shows a proposed sale of 1,500,000 common shares through Edward Jones on 09/16/2025 on Nasdaq, with an aggregate market value of $525,000.00. The shares were acquired on 04/16/2021 in a business combination from the issuer and were paid by asset exchange. The filer is identified as Yaacov Nagar for prior sales; the filing discloses nine sales480,562 shares for gross proceeds of $195,959.72. Outstanding shares are listed as 152,781,547, making the proposed sale roughly 0.98% of outstanding stock.

Positive

• Transaction routed through a registered broker (Edward Jones), indicating standard market execution procedures
• Shares acquired via business combination in 2021, showing a clearly documented acquisition history
• Proposed sale equals roughly 0.98% of outstanding shares, limiting single-event dilution risk

Negative

• Insider has completed multiple sales recently (480,562 shares from June to September 2025), which may be viewed negatively by some investors
• Planned sale of 1,500,000 shares could increase supply pressure on the market on or around 09/16/2025
• Filing lacks disclosure of a written trading plan date in the remarks, so reliance on a Rule 10b5-1 plan is unclear

Insights

Securities Analyst

TL;DR: Insider plans to sell 1.5M shares (~0.98% of outstanding) after multiple recent dispositions totaling 480,562 shares.

The filing documents a sizeable planned sale relative to recent insider activity. The shares were acquired in a 2021 business combination and are to be executed through a registered broker on Nasdaq, which is a standard route for Rule 144 dispositions. Recent activity in June–September 2025 shows consistent sales by the same individual, totaling 480,562 shares for roughly $196k; this demonstrates prior monetization of holdings prior to the larger proposed block. For investors, the key quantitative points are the 1.5M-share notice, acquisition history, and the aggregate market value of $525,000. Execution details and any trading plan timing would determine market impact.

Corporate Governance Expert

TL;DR: Repeated insider sales are disclosed; form attests no undisclosed material adverse information.

The filer certifies absence of undisclosed material adverse information, complying with Form 144 attestation requirements. Multiple small-to-medium sales across months indicate active disposition by the person named. The planned 1.5M-share sale is sizable in absolute terms but represents under 1% of the company’s outstanding shares, limiting single-order dilution risk. Governance considerations include whether sales follow a documented trading plan and whether disclosures to the market about insider selling are adequate for transparency.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Edward Jones 201 Progress Parkway Maryland Heights MO 63043	1500000	525000.00	152781547	09/16/2025	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	04/16/2021	Business Combination	374 Water/Issuer			1500000	04/16/2021	Asset Exchange

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
YAACOV NAGAR 600 PARK OFFICES DR SUITE 300 Durham NC 27709	Common	06/16/2025	6052	2420.80
YAACOV NAGAR 600 PARK OFFICES DR SUITE 300, Durham NC 27709	Common	06/18/2025	51598	20742.38
YAACOV NAGAR 600 PARK OFFICES DR SUITE 300, Durham NC 27709	Common	06/23/2025	36191	15308.79
YAACOV NAGAR 600 PARK OFFICES DR SUITE 300,, Durham NC 27709	Common	06/24/2025	59946	25321.19
YAACOV NAGAR 600 PARK OFFICES DR SUITE 300 Durham NC 27709	Common	06/26/2025	103379	43491.55
YAACOV NAGAR 600 PARK OFFICES DR SUITE 300 Durham NC 27709	Common	06/27/2025	23396	9828.10
YAACOV NAGAR 600 PARK OFFICES DR SUITE 300 Durham NC 27709	Common	08/29/2025	22711	8857.29
YAACOV NAGAR 600 PARK OFFICES DR SUITE 300 Durham NC 27709	Common	09/05/2025	122439	48090.23
YAACOV NAGAR 600 PARK OFFICES DR SUITE 300 Durham NC 27709	Common	09/08/2025	54850	21899.39

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is the size and value of the proposed sale in the Form 144 for SCWO?

The filer proposes to sell 1,500,000 common shares on 09/16/2025 with an aggregate market value of $525,000.00.

How and when were the shares being sold acquired according to the filing?

The shares were acquired on 04/16/2021 in a business combination from 374 Water/Issuer, with consideration recorded as an asset exchange.

Who executed prior sales and how many shares were sold in the past three months?

The filing lists Yaacov Nagar as the seller for prior transactions totaling 480,562 shares sold between June and September 2025 for gross proceeds of $195,959.72.

On which exchange and through which broker will the proposed sale be executed?

The sale is to be executed on Nasdaq through broker Edward Jones (Maryland Heights, MO address provided).

What percentage of outstanding shares does the proposed sale represent?

With 152,781,547 shares outstanding, the proposed 1,500,000-share sale is approximately 0.98% of outstanding shares.

Does the filer attest to any undisclosed material adverse information?

By signing the notice the filer represents that they do not know of any material adverse information regarding the issuer that has not been publicly disclosed.