374Water enacts 1-for-10 reverse stock split for common stock

374Water Inc. is implementing a 1-for-10 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on December 26, 2025.

Rhea-AI Filing Summary

374Water Inc. is implementing a 1-for-10 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on December 26, 2025. Every ten shares held immediately before the effective time will be combined into one share, with no fractional shares issued.

Stockholders entitled to a fraction of a share will instead receive a cash payment based on the Nasdaq closing price on the effective date. The split will proportionally reduce outstanding shares, equity plan share pools, and shares underlying stock options, restricted stock units and warrants, while increasing their per-share exercise prices. Authorized capital will remain at 1,050,000,000 shares, including 1,000,000,000 common and 50,000,000 preferred shares.

The post-split common stock will continue trading on The Nasdaq Capital Market under the symbol SCWO beginning December 26, 2025, with a new CUSIP of 88583P 203 and an unchanged par value of $0.0001 per share. Stockholders previously approved the reverse split at a special meeting.

Insights

Equity Capital Markets Analyst

374Water is consolidating its share count via a 1-for-10 reverse split.

374Water is carrying out a 1-for-10 reverse stock split, so each block of ten common shares becomes one share. This reduces the number of shares outstanding and those available under equity incentive plans by a factor of ten but leaves each investor's proportional ownership unchanged, except where small fractional positions are cashed out.

Fractional shares will not be issued; instead, holders receive cash equal to their fractional entitlement multiplied by the Nasdaq closing price on December 26, 2025. The company’s total authorized capital remains 1,050,000,000 shares, consisting of 1,000,000,000 common and 50,000,000 preferred shares, which preserves the capacity to issue additional equity if the company elects to do so.

The reverse split also adjusts stock options, restricted stock units and warrants so that underlying share counts fall tenfold while per-share exercise prices increase proportionally. Common stock will trade on a post-split basis on The Nasdaq Capital Market under the symbol SCWO beginning December 26, 2025, making this primarily a mechanical change in share structure rather than a change to the company’s operations.

8-K Event Classification

4 items: 3.03, 5.03, 5.07, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What reverse stock split did 374Water (SCWO) approve in December 2025?

374Water approved and is implementing a 1-for-10 reverse stock split of its issued and outstanding common stock, effected through a Certificate of Amendment filed in Delaware.

When will 374Water's common stock start trading post-split on Nasdaq?

The reverse stock split becomes effective at 12:01 a.m. Eastern Time on December 26, 2025, and the common stock will begin trading on a post-split basis that day on The Nasdaq Capital Market under the symbol SCWO.

How will 374Water (SCWO) handle fractional shares in the reverse stock split?

No fractional shares will be issued. Stockholders entitled to a fraction of a share will receive a cash payment equal to their fractional share multiplied by the closing price of 374Water's common stock on Nasdaq on December 26, 2025.

Does the 374Water reverse stock split change authorized share counts?

The reverse split does not change total authorized capital. Authorized shares remain 1,050,000,000, including 1,000,000,000 authorized common shares and 50,000,000 authorized preferred shares.

How did 374Water shareholders vote on the reverse stock split proposal?

At the special meeting on December 15, 2025, the reverse stock split proposal received 99,559,608 votes for, 30,352,738 votes against, and 1,411,103 abstentions. On the October 24, 2025 record date, 169,248,799 common shares were issued, outstanding and entitled to vote.

What happens to 374Water stock options, RSUs and warrants after the reverse split?

Outstanding stock options, restricted stock units and warrants will be adjusted so that the number of shares underlying each award is reduced by a factor of ten, while the exercise price per share is increased proportionally.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/15/2025 - 03:25 PM EST Learn about SEC filing dates

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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): December 15, 2025

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 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 15, 2025, 374Water Inc. (“374Water” or the “Company”) filed a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the issued and outstanding shares of the Company’s Common Stock (the “Common Stock” ). The Certificate of Amendment will take effect as of 12:01 a.m. Eastern Time on December 26, 2025 (the “Effective Time”).

Upon the Effective Time of the Certificate of Amendment with the Secretary of State of the State of Delaware, each ten (10) shares of Common Stock issued immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be reclassified and combined into one (1) share of Common Stock. No fractional shares shall be issued. In lieu thereof, stockholders of record who otherwise would be entitled to receive fractional shares will be instead entitled to an amount in cash (without interest or deduction) equal to the fraction of one share to which such stockholder would otherwise be entitled, multiplied by the closing price of our common stock on Nasdaq on the date of the Effective Time. Except for the right to receive the cash payment in lieu of fractional shares, stockholders will not have any voting, dividend or other rights with respect to the fractional shares they would otherwise be entitled to receive. The cash payment may be paid by check, wire, deposit into an existing brokerage account or some other means depending on how the shares are held.. The Reverse Stock Split will affect all shares of the Company’s Common Stock outstanding, or held as treasury stock, immediately prior to the effective time of the Reverse Stock Split, as well as the number of shares of Common Stock available for issuance under the Company’s equity incentive plans. In addition, the Reverse Stock Split will result in a reduction in the number of shares of Common Stock issuable upon the exercise of stock options, restricted stock units and warrants outstanding immediately prior to the effectiveness of the Reverse Stock Split with a corresponding increase in the exercise price per share applicable to such stock options. The total number of shares of capital stock that we are authorized to issue pursuant to the Company’s Amended and Restated Certificate of Incorporation will not be affected by the Reverse Stock Split and will remain at 1,050,000,000 shares, consisting of 1,000,000,000 shares of common stock and 50,000,000 shares of preferred stock.

The Company's Common Stock is scheduled to begin trading on a post-Reverse Stock Split basis at the market open on December 26, 2025, under the Company's existing trading symbol “SCWO.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 88583P 203. The par value per share of the common stock will remain unchanged at $0.0001.

The foregoing brief description of the Certificate of Amendment is qualified in its entirety by the full text of the Certificate of Amendment, filed as Exhibit 3.1 hereto and incorporated herein by reference.

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Item 5.07 Submission of Matters to a Vote of Security Holders.

At a special meeting of stockholders (the “Special Meeting”) of 374Water held on December 15, 2025, the following proposals were submitted to the stockholders of 374Water:

	·	Proposal 1: To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, to, at the discretion of the Company’s Board of Directors, effect a reverse stock split with respect to the Company’s issued and outstanding common stock, at a ratio of 1-for-8 to 1-for-20, with the ratio within such range to be determined at the discretion of the Company’s Board of Directors (or any of its delegated authorized persons) without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal”).
	·	Proposal 2: To authorize an adjournment or adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal (the “Adjournment Proposal”).

At the close of business on October 24, 2025, the record date for the Special Meeting, 169,248,799 shares of the Company’s common stock, par value $0.0001 per share, were issued and outstanding and entitled to vote at the Special Meeting.

The number of votes cast for, against and abstaining in respect of the Reverse Stock Split Proposal is set forth below:

Votes For		Votes Against		Votes Abstaining
99,559,608		30,352,738		1,411,103

Since there were sufficient votes at the time of the Special Meeting to approve the Reverse Stock Split Proposal, the Adjournment Proposal was not called for at the Special Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment of Certificate of Incorporation 374Water Inc.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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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: December 15, 2025	374WATER INC.
	By:	/s/ Stephen J. Jones
	Name:	Stephen J. Jones
	Title:	Interim President and Chief Executive Officer

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