374Water cuts authorized common shares to 75M

Stockholders also elected six directors and ratified Cherry Bekaert LLP as the independent registered public accounting firm for 2026.

Rhea-AI Filing Summary

374Water Inc. (SCWO) reduced its authorized common shares from 1,000,000,000 to 75,000,000, effective September 30, 2026, after stockholders approved the amendment. Stockholders also approved an amendment to the provision on directors’ and officers’ personal liability to conform it to Section 102(b)(7) of the Delaware General Corporation Law.

After the September 18 annual meeting was adjourned because a quorum was not present, it reconvened on September 25 with a quorum. Stockholders elected James Pawloski, Marc Deshusses, Richard Davis, Bradley Freels, Stephen McKnight and Charles Weiser to the board through the 2027 annual meeting, and ratified Cherry Bekaert LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. Common shares outstanding were 17,493,924 as of July 31, 2026, the meeting’s record date.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

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.

Key Figures

Authorized common shares before amendment: 1,000,000,000 shares Authorized common shares after amendment: 75,000,000 shares Common shares outstanding: 17,493,924 shares +2 more

5 metrics

Authorized common shares before amendment 1,000,000,000 shares Before the amendment effective September 30, 2026

Authorized common shares after amendment 75,000,000 shares Effective September 30, 2026

Common shares outstanding 17,493,924 shares As of July 31, 2026, the annual meeting record date

Proposal 2 votes for 9,073,279 votes Share-authorization amendment

Proposal 2 votes against 71,377 votes Share-authorization amendment

Key Terms

authorized shares, quorum, broker non-votes, Section 102(b)(7)

4 terms

authorized shares financial

"decrease the number of authorized shares of common stock"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

quorum regulatory

"a quorum was not present"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes regulatory

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Section 102(b)(7) regulatory

"conform such provision to Section 102(b)(7) of the DGCL"

Section 102(b)(7) is a legal clause commonly included in a company's charter that allows the company to limit or eliminate directors' personal financial liability for breaches of their duties as directors, while still leaving directors exposed for serious misconduct such as fraud, acting in bad faith, intentional lawbreaking, unlawful dividends, or improper stock repurchases. For investors, it matters because it affects how easy it is to hold directors financially accountable after harm—like an insurance waiver that shields honest mistakes but not theft or deliberate wrongdoing—so it influences management incentives and the strength of corporate governance.

FAQ

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

How many common shares can SCWO authorize after the amendment?

SCWO’s authorized common shares were reduced to 75,000,000, effective September 30, 2026, after stockholder approval.

How did SCWO stockholders vote on the share-authorization amendment?

Stockholders approved the amendment, with 9,073,279 votes for, 71,377 against and 5,638 abstentions.

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

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Available on EDGAR 09/30/2026 - 04:31 PM Accepted by SEC EDGAR 09/30/2026 - 04:30 PM Learn about SEC filing dates

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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): September 25, 2026

374WATER INC.

(Exact name of registrant as specified in its charter)

Delaware		000-27866		88-0271109
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 Southcenter Court, Suite 200, Morrisville, North Carolina 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

On September 30, 2026, 374Water Inc. (the “Company”) filed a certificate of amendment to its amended and restated certificate of incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to (i) decrease the number of authorized shares of common stock of the Company from 1,000,000,000 shares to 75,000,000 shares and (ii) amend and restate Article EIGHT, Section A of the Company’s certificate of incorporation relating to the personal liability of directors and officers, in order to conform such provision to Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”). As further described under Item 5.07 below, the proposals for these amendments were approved by the Company’s stockholders at the Annual Meeting (as defined below). A copy of the Charter Amendment, which became effective upon its filing with the Secretary of State of the State of Delaware, is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03. The foregoing description of the amendments effected by the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment filed as Exhibit 3.1 hereto.

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

On September 18, 2026, the Company convened its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) as a virtual-only meeting, as previously disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on August 25, 2026 (the “2026 Proxy Statement”). At the Annual Meeting, the Company’s Inspector of Election reported that a quorum was not present. Pursuant to Section 1.4 of the Company’s Amended and Restated Bylaws, the chairman of the Annual Meeting adjourned the Annual Meeting to reconvene on September 25, 2026. The Annual Meeting reconvened on September 25, 2026, at which a quorum was present.

As of July 31, 2026, the record date for the Annual Meeting, there were 17,493,924 outstanding shares of the Company’s common stock. The Company’s stockholders voted on the following matters at the Annual Meeting, which are described in detail in the 2026 Proxy Statement: (i) to elect six directors, James Pawloski, Marc Deshusses, Richard Davis, Bradley Freels, Stephen McKnight and Charles Weiser, to serve on the Company’s Board of Directors until the 2027 Annual Meeting of Stockholders or until successors have been duly elected and qualified (“Proposal 1”), (ii) to approve an amendment to the Company’s Certificate of Incorporation, as amended, to decrease the number of authorized shares of common stock of the Company from 1,000,000,000 shares to 75,000,000 shares (“Proposal 2”), (iii) to approve an amendment to the Company’s Certificate of Incorporation to amend and restate Article EIGHT, Section A relating to the personal liability of directors and officers, in order to conform such provision to Section 102(b)(7) of the DGCL (“Proposal 3”), and (iv) to ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 4”).

The Company’s stockholders approved the director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for directors as follows:

		Votes For				Votes Against				Votes Abstaining				Broker Non-Votes
James Pawloski			5,790,072				3,279,926				80,296				-
Marc Deshusses			5,851,090				3,263,577				35,627				-
Richard Davis			5,574,069				2,821,615				754,610				-
Bradley Freels			7,612,623				776,946				760,725				-
Stephen McKnight			7,612,633				783,051				754,610				-
Charles Weiser			8,170,674				946,660				32,960				-

The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:

Votes For				Votes Against				Votes Abstaining				Broker Non-Votes
	9,073,279				71,377				5,638				-

2

The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:

Votes For				Votes Against				Votes Abstaining				Broker Non-Votes
	8,874,279				266,525				9,490				-

The Company’s stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows:

Votes For				Votes Against				Votes Abstaining				Broker Non-Votes
	9,138,772				5,013				6,509				-

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Amendment of Certificate of Incorporation of 374Water Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

SIGNATURES

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

	374WATER INC.
Dated: September 30, 2026	By:	/s/ Danny Bogar
	Name:	Danny Bogar
	Title:	President and Chief Executive Officer

4

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-3.1 CERTIFICATE OF AMENDMENT 10.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.9 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 9.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB