374Water (NASDAQ: SCWO) details 1-for-10 reverse split and new board pact

Rhea-AI Filing Summary

374Water Inc. entered into a letter agreement with Yaacov (Kobe) Nagar that links Board changes and voting support to a planned reverse stock split.

Director Deanna Rene Estes will resign after stockholders approve and the inspector of elections certifies the Reverse Stock Split Proposal at the December 15, 2025 Special Meeting. The company will identify three mutually acceptable Board candidates, after which BJ Penn and James Vanderhider have agreed to resign.

If stockholders approve the Reverse Stock Split Proposal, the reverse split will be effected at a 1-for-10 share ratio. Nagar agreed to appear in person or by proxy at the Special Meeting and vote all beneficially owned common shares in line with the Board’s recommendations on all proposals, under an agreement that remains in effect until the third new director is appointed or certain breach conditions occur.

Insights

Corporate governance and capital structure analyst

374Water ties Board refresh and a 1-for-10 reverse split to a voting pact with Yaacov (Kobe) Nagar.

374Water Inc. signed a letter agreement with Yaacov (Kobe) Nagar on December 14, 2025, coordinating Board composition changes with support for a reverse stock split. One director, Deanna Rene Estes, will resign after certification that stockholders approved the Reverse Stock Split Proposal at the December 15, 2025 Special Meeting. The company will nominate three mutually acceptable new directors, after which BJ Penn and James Vanderhider have agreed to resign.

The agreement states that, if stockholders approve the Reverse Stock Split Proposal, the reverse stock split will be effected at a 1-for-10 share ratio, clarifying the contemplated capital structure change. Nagar also commits to appear in person or by proxy at the Special Meeting and vote all beneficially owned common shares according to the Board’s recommendations on every proposal. The agreement lasts until the third new director is appointed or 30 days after notice of a breach, so subsequent disclosures on director appointments and the Special Meeting outcome will frame its practical impact.

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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 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 agreement did 374Water Inc. (SCWO) enter into with Yaacov (Kobe) Nagar?

374Water Inc. entered into a letter agreement dated December 14, 2025 with Yaacov (Kobe) Nagar. The agreement addresses Board of Directors changes, Nagar’s voting commitments at the 2025 Special Meeting of Stockholders, and the implementation terms of a planned reverse stock split.

How does the 374Water (SCWO) agreement affect the 2025 Special Meeting and reverse stock split?

Under the agreement, Nagar will appear in person or by proxy at the December 15, 2025 Special Meeting and vote all beneficially owned common shares in line with the Board’s recommendations on all proposals. If stockholders approve the Reverse Stock Split Proposal, the agreement provides that the reverse split will be effected at a 1-for-10 share ratio.

What Board of Directors changes are contemplated for 374Water (SCWO)?

The agreement states that Deanna Rene Estes will resign from the Board after certification that stockholders approved the Reverse Stock Split Proposal. 374Water will identify three mutually acceptable Board candidates, and upon identification of certain candidates, BJ Penn and James Vanderhider have agreed to resign as directors.

What reverse stock split ratio will apply to 374Water (SCWO) if stockholders approve the proposal?

If stockholders approve and adopt the Reverse Stock Split Proposal at the Special Meeting, the agreement provides that the reverse stock split will be effected at a 1-for-10 shares ratio.

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

Nagar agreed that he or his representatives will appear in person or by proxy at the 2025 Special Meeting and vote all shares of 374Water common stock he beneficially owns in accordance with the Board’s recommendations for all proposals submitted to stockholders at that meeting.

How long will the agreement between 374Water Inc. and Yaacov Nagar remain in effect?

The agreement remains effective until the earlier of the appointment of the third Board candidate contemplated in the agreement or 30 calendar days following written notice of a breach from the non-breaching party, subject to conditions described in the agreement.

Where can investors find the full text of 374Water’s agreement with Yaacov Nagar?

The letter agreement dated December 14, 2025 between 374Water Inc. and Yaacov (Kobe) Nagar is attached as Exhibit 10.1 and incorporated by reference.