374Water (SCWO) interim CEO Stephen J. Jones resigns from Board but remains top executive

Rhea-AI Filing Summary

374Water Inc. reported that Board member Stephen J. Jones resigned from the company’s Board of Directors effective January 21, 2026. He is continuing in his role as Interim President and Chief Executive Officer, and stated that leaving the Board will allow him to focus more on his interim CEO duties and related strategic activities. The company also notes that Mr. Jones serves on two other public company boards, and that balancing those responsibilities with both the Board role and the Interim CEO role at 374Water was not feasible. The filing explicitly states that his resignation was not due to any disagreement with the company regarding its operations, policies, or practices.

Insights

Corporate governance analyst

Director steps down but remains interim CEO, framed as a time-allocation move with no stated dispute.

The change concentrates Stephen J. Jones on his Interim President and Chief Executive Officer role at 374Water while he leaves the Board of Directors. The company attributes the departure to workload and his commitments on two other public company boards, indicating a governance rebalancing rather than a leadership exit.

The filing states that his resignation from the Board was not due to any disagreement over operations, policies, or practices, which reduces concern about internal conflict based on the disclosed information. Future company disclosures may clarify how the Board fills this vacancy and whether the interim CEO role evolves into a permanent position.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): January 21, 2026

374WATER INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		000-27866		88-0271109
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

100 Southcenter Court, Suite 200

Morrisville, NC 27560

(Address of Principal Executive

Offices)(Zip Code)

(440) 601-9677

 (Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001		SCWO		The Nasdaq Capital Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 21, 2026, Mr. Stephen J. Jones, a member of the Board of Directors (the “Board”) of 374Water Inc. (the “Company”), notified the Board of his decision to resign from the Board.  Mr. Jones’ decision to resign was due to his desire to focus more attention on his role as Interim Chief Executive Officer and President (the “Interim CEO Role”) of the Company, and the related strategic activities.  In addition, Mr. Jones is involved in two other public company boards of directors and the Board role at the Company combined with the Interim CEO Role did not leave him sufficient time to fully undertake all his various obligations.  Mr. Jones’ resignation was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 23, 2026	374WATER INC.
	By:	/s/ Stephen J. Jones
	Name:	Stephen J. Jones
	Title:	Interim President and Chief Executive Officer

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FAQ

What did 374Water Inc. (SCWO) announce in this 8-K?

374Water Inc. reported that Stephen J. Jones resigned from its Board of Directors on January 21, 2026, while continuing to serve as Interim President and Chief Executive Officer.

Why did Stephen J. Jones resign from the 374Water (SCWO) Board of Directors?

The company states that Mr. Jones resigned to focus more on his Interim CEO Role and related strategic activities at 374Water, and because his responsibilities on two other public company boards, combined with his roles at 374Water, left insufficient time for all obligations.

Does Stephen J. Jones remain an officer of 374Water Inc. after this filing?

Yes. The filing confirms that Mr. Jones continues to serve as Interim President and Chief Executive Officer of 374Water Inc. after stepping down from the Board of Directors.

Was Stephen J. Jones’ resignation from the 374Water Board due to a disagreement with the company?

No. The filing explicitly states that Mr. Jones’ resignation was not due to any disagreement with 374Water on matters related to the company’s operations, policies, or practices.

What other commitments does Stephen J. Jones have outside 374Water (SCWO)?

The filing notes that Mr. Jones is involved in the boards of two other public companies, which, in addition to his Interim CEO Role at 374Water, contributed to his decision to resign from the company’s Board.

What is Stephen J. Jones’ title in the 374Water 8-K signature block?

In the signature block, Mr. Jones signs on behalf of 374Water Inc. as Interim President and Chief Executive Officer.