[8-K/A] 374Water Inc. Amends Material Event Report

Rhea-AI Filing Summary

374Water Inc. filed this Form 8-K/A solely to update a prior April 17, 2025 Form 8-K regarding the board appointment of Stephen Jones. Effective June 18, 2025, Mr. Jones has been assigned to two key standing committees: the Nominating & Corporate Governance Committee and the Compensation Committee. No other governance changes, financial results, transactions, or strategic disclosures were included in the amendment.

Insights

Corporate Governance Expert

TL;DR: Routine committee assignments; negligible direct financial impact.

The amendment merely finalizes committee placements for recently appointed director Stephen Jones. Such assignments are standard housekeeping after a new director joins and are required to be disclosed for transparency. Because there is no change to board size, leadership, or compensation policy—only clarification of roles—the filing has minimal bearing on valuation or risk profile. It does, however, close any disclosure gap regarding board committee composition, which is positive for governance best-practice compliance.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 13, 2025

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

374Water Inc. (the “Company”) filed a Current Report on Form 8-K on April 17, 2025 (the “Form 8-K”) to report the appointment of Stephen Jones to the Company’s Board of Directors (the “Board”). At the time the Form 8-K was filed, the Board had not yet made a determination regarding Board committee assignments for Mr. Jones.

The Form 8-K is hereby amended solely to report that, on June 18, 2025, the Board appointed Mr. Jones to the Board’s Nominating and Corporate Governance Committee and Compensation Committee, effective as of such date.

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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.

Dated: June 25, 2025

/s/ Christian Gannon

Christian Gannon

Chief Executive Officer

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FAQ

What is the purpose of 374Water's (SCWO) latest Form 8-K/A?

To disclose that director Stephen Jones was appointed to the Nominating & Corporate Governance and Compensation Committees effective June 18, 2025.

Which board committees will Stephen Jones serve on at 374Water?

He will serve on the Nominating & Corporate Governance Committee and the Compensation Committee.

Does the filing report any financial results or transactions for 374Water?

No, the amendment only addresses board committee assignments; it contains no financial metrics or transaction details.

When did the committee appointments for Stephen Jones become effective?

The appointments became effective on June 18, 2025.

Is there any change to 374Water's board size or executive team in this filing?

No, the filing does not report changes to board size or the executive team; it only clarifies committee assignments.