374Water (NASDAQ: SCWO) outlines board changes and 1-for-10 reverse split

Rhea-AI Filing Summary

374Water Inc. entered into a letter agreement with Yaacov (Kobe) Nagar that links board changes and voting commitments to the outcome of a special stockholder meeting on the company’s reverse stock split proposal.

Under the agreement, director Deanna Rene Estes will resign after the inspector of elections certifies that stockholders approved the reverse stock split proposal at the December 15, 2025 special meeting. The company and Mr. Nagar will identify three mutually acceptable candidates for the board, and once certain candidates are identified, directors Buddie Joe (BJ) Penn and James Vanderhider will also resign. If stockholders approve the proposal, the reverse stock split will be carried out at a 1-for-10 ratio. Mr. Nagar agreed to appear in person or by proxy at the meeting and to vote all of his beneficially owned shares in line with the board’s recommendations on all proposals. The agreement stays in effect until the third candidate is appointed or 30 days after written notice of a breach, subject to its terms.

Insights

Corporate governance analyst

374Water ties board refresh and a 1-for-10 reverse split to a cooperation agreement with Yaacov (Kobe) Nagar.

The agreement between 374Water Inc. and Yaacov (Kobe) Nagar coordinates board turnover with a special stockholder meeting on a reverse stock split proposal. One director, Deanna Rene Estes, will resign after certification that stockholders approved the reverse split proposal, while two other directors, Buddie Joe (BJ) Penn and James Vanderhider, agreed to resign once specified new candidates are identified.

The company and Mr. Nagar will jointly identify three mutually acceptable board candidates, giving him formal input into future board composition without immediately expanding the board. The company also committed that, if stockholders approve the proposal, the reverse stock split will be effected at a 1-for-10 ratio, clarifying the expected share consolidation.

In return, Mr. Nagar agreed to appear in person or by proxy at the December 15, 2025 special meeting and vote all of his beneficially owned common shares in accordance with the board’s recommendations on every proposal. The agreement remains in force until the third candidate is appointed or 30 days after a written breach notice, so subsequent company disclosures may provide more detail on the final board lineup once these steps occur.

NASDAQ false 0000933972 0000933972 2025-12-14 2025-12-14

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 14, 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 1.01 Entry into a Material Definitive Agreement.

On December 14, 2025, 374Water Inc. (the “Company”), entered into a letter agreement (the “Agreement”) with Mr. Yaacov (Kobe) Nagar.

Pursuant to the Agreement, Ms. Deanna Rene Estes will tender her resignation as a member of the Board of Directors of the Company (the “Board”), which resignation shall be effective following and no later than the date that the inspector of elections for the 2025 Special Meeting of Stockholders of the Company held on December 15, 2025 (the “Special Meeting”) certifies that the Company’s stockholders approved and adopted by the requisite vote the Reverse Stock Split Proposal as defined in the definitive proxy statement of the Company furnished to stockholders of the Company in connection with the Special Meeting, which was filed with the U.S. Securities and Exchange Commission on November 3, 2025.

Further, pursuant to the Agreement, the Company agreed, among other things, to identify three candidates to be appointed to the Board (the “Candidates”), each of whom shall be mutually acceptable to the Company and Mr. Nagar, among other qualifications. Upon the identification of certain Candidates as provided in the Agreement, each of Messrs. Buddie Joe (BJ) Penn and James Vanderhider have agreed to resign as members of the Board.

The Company also agreed that if the Reverse Stock Split Proposal is approved and adopted by the requisite vote of the Company’s stockholders at the Special Meeting, the reverse stock split contemplated by the Reverse Stock Split Proposal will effected at a ratio of 1-for-10 shares.

In addition, pursuant to the Agreement, Mr. Nagar has agreed to abide by certain voting commitments. Specifically, Mr. Nagar has agreed to, or his representatives will, appear in person or by proxy at the Special Meeting and to vote all shares of common stock of the Company beneficially owned in accordance with the Board’s recommendations with respect to all proposals submitted to stockholders at the Special Meeting.

The Agreement will remain effective until the earlier of (i) the appointment of the third Candidate contemplated in the Agreement and (ii) the date that is thirty (30) calendar days following written notice of a breach of the Agreement from the non-breaching party, subject to certain conditions as described in the Agreement.

A copy of the Agreement is filed with this Current Report on Form 8-K and attached hereto as Exhibit 10.1 and incorporated herein by reference. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement.

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

The information set forth in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Letter Agreement, dated as of December 14, 2025, by and between 374Water Inc. and Yaacov (Kobe) Nagar.
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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FAQ

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

374Water Inc. disclosed a letter agreement with Yaacov (Kobe) Nagar that coordinates director resignations, three new board candidates, and voting commitments tied to a reverse stock split proposal.

How will the 374Water (SCWO) board of directors change under the agreement?

Director Deanna Rene Estes will resign after certification that stockholders approved the reverse stock split proposal, and directors Buddie Joe (BJ) Penn and James Vanderhider will resign once certain mutually acceptable board candidates are identified.

What reverse stock split ratio is 374Water planning if stockholders approve the proposal?

If stockholders approve the Reverse Stock Split Proposal at the special meeting, 374Water agreed that the reverse stock split will be effected at a 1-for-10 share ratio.

What voting commitments did Yaacov (Kobe) Nagar make regarding 374Water (SCWO)?

Mr. Nagar agreed that he or his representatives will appear in person or by proxy at the special meeting and vote all shares of 374Water common stock he beneficially owns in accordance with the Board’s recommendations on all proposals.

How long will the letter agreement between 374Water and Yaacov (Kobe) Nagar remain in effect?

The agreement remains effective until the earlier of the appointment of the third new board candidate or 30 calendar days after written notice of a breach from the non-breaching party, subject to its terms.

When is the 374Water (SCWO) special meeting related to the reverse stock split?

The special meeting of 374Water stockholders to vote on the Reverse Stock Split Proposal was scheduled for December 15, 2025.