374Water Inc. 8-K Filings

374Water Inc. reported preliminary second quarter 2026 revenue that exceeded $2, driven largely by revenue recognized after a Factory Acceptance Test for Orange County Sanitation District (OC San). Preliminary first half 2026 revenue was approximately $2, more than double the $1 reported in the same period of 2025.

The company advanced multiple municipal and federal projects, including completing the OC San Factory Acceptance Test, receiving an order for $4 from Olathe, KS, and progressing a $600,000 pilot in St. Cloud, MN. Its Orlando Waste Destruction Services hub now has about 88,000 gallons of waste storage capacity and is intended as a scalable recurring-revenue platform. 374Water also entered a strategic MOU with Arcadis targeting federal PFAS destruction projects and highlighted remaining OC San contract potential of $1.1 million in revenue and $2.6 million in billings as milestones are completed. Leadership changes include appointing Charles “Chuck” Weiser as Chief Financial Officer and adding Richard “Rick” Davis to the Board.

374Water Inc. appointed Charles Weiser as Chief Financial Officer effective July 1, 2026, under a new employment agreement. He will initially serve without base salary until September 1, 2026, after which he will receive an annual base salary of $225,000.

Weiser is eligible for an annual performance bonus of up to 75% of base salary, pro-rated for 2026 and payable only if the company is properly capitalized. He will receive a one-time $25,000 signing bonus, also contingent on capitalization, and equity awards of 150,000 stock options and 125,000 RSUs with partial immediate vesting and quarterly vesting thereafter.

The agreement provides for partial and then full accelerated vesting upon certain change-of-control and termination scenarios, plus six months of salary and benefits if terminated without Cause or for Good Reason. Interim CFO Adrienne Anderson resigned from that role and will continue as a financial consultant focused on SEC reporting and corporate finance.

374Water reported Q1 2026 revenue of $551,155, roughly flat with Q1 2025, but gross margin expanded sharply to 63% ($348,412) from 25% ($138,283) a year earlier. Net loss widened to $(4,571,623) from $(3,698,414) as the company invested in commercial infrastructure and absorbed non-recurring costs.

Cash used in operating activities improved to $(2,508,341) from $(3,494,477), a 28% gain in operating cash efficiency. The company added $800,000 of financing as of March 31, 2026 and an additional $1 as of the release date.

Operationally, 374Water advanced its Waste Destruction Services platform, including a 5-year agreement with the City of Orlando, a purchase order from Garney Construction for the City of Olathe valued at more than $4, and a six-month mobile AirSCWO campaign in St. Cloud, Minnesota. A full-scale demonstration in Orlando generated about $482,000 in service revenue, and independently validated tests showed AirSCWO destroyed PFAS in excess of 99.9%. The company is building a WDS hub in Orlando it expects to generate $100,000–$200,000 in monthly revenue initially, potentially rising above $400,000 monthly by late 2027, with longer-term ambitions to expand annual recurring revenue from $5M to more than $15M.

374Water Inc. approved a detailed employment agreement with President and Chief Executive Officer Daniel Bogar. The contract sets an annual base salary of $225,000 and makes him eligible for an annual performance bonus targeted at up to 100% of base salary, pro-rated for 2026.

Subject to board approval, Bogar will receive stock options for 175,000 shares and a restricted stock unit award for 175,000 shares. Twenty-five percent of each award vests on the grant date, with the remaining 75% vesting in eight equal quarterly installments starting June 30, 2026, contingent on continued service.

If the company terminates him without Cause or he resigns for Good Reason, he is entitled to six months of base salary, six months of continued health coverage, certain earned and pro-rated bonuses, and six months of additional vesting on equity awards, provided he signs a separation and release agreement.

374Water Inc. appointed Richard H. Davis to its Board of Directors, effective April 10, 2026. Davis, age 69, previously served as a director from February 2008 to June 10, 2025 and was Chief Executive Officer of corporate predecessor PowerVerde Inc. from August 2011 to April 2021.

He brings more than two decades of investment banking experience focused on equity finance structuring and private acquisitions. As a non-employee director, he will receive standard board compensation, and the company expects to enter into a customary indemnification agreement with him.

Before rejoining the board, Davis coordinated with management on potential financing opportunities and plans to continue these efforts as a director. Any successful financing transactions he helps arrange are expected to exceed an aggregate of $120,000, and he may participate as an investor.

374Water reported full-year 2025 revenue of $0.2 million, down from $0.4 million, as equipment revenue fell while service revenue rose on several PFAS destruction demonstrations and its Orlando contract. Total operating expenses increased 58% to $18.8 million, driven by higher headcount, stock-based pay, G&A, and professional fees.

The company’s net loss widened to $21.0 million from $12.4 million, and cash and cash equivalents fell to $3.2 million with working capital of $1.7 million. Management highlighted new leadership, a focus on disciplined capital allocation, PFAS-focused deployments, and building an Orlando waste destruction hub to support future growth.

374Water Inc. has received approval from the City of Orlando for a license to provide Waste Destruction Services at the Iron Bridge Regional Water Reclamation Facility. The agreement runs for an initial five-year term, with options for two additional five-year extensions.

The approval follows a full-scale AirSCWO demonstration that achieved greater than 99.95% destruction of PFAS in biosolids and other waste streams, including AFFF. 374Water plans to expand holding tank capacity, increase waste volumes, scale logistics, and optimize throughput to build a recurring revenue services hub in Orlando.

The company also updated timing for its Orange County Sanitation District project in California, stating that engineering enhancements extended delivery beyond 2025, with related revenue now expected to be recognized in 2026. Management highlights strengthened leadership and a focus on meeting deployment milestones in 2026, including the OC San system and expansion of Waste Destruction Services.

374Water Inc. appointed Adrienne Anderson as Interim Chief Financial Officer, and designated her as principal financial officer and principal accounting officer, effective March 2, 2026. She replaces Russell Kline, whose role as Chief Financial Officer was terminated as part of a company restructuring on the same date, with his separation terms to be finalized.

Anderson, age 47, previously served as the company’s Chief Financial Officer from January 2024 to December 2024 and then as a financial reporting consultant through March 2026. She is a certified public accountant with extensive experience in PCAOB-standard audits for SEC reporting companies and leads Anderson Accounting and Consulting, LLC, which focuses on public-company financial reporting and complex transactions.

In her interim role, Anderson will receive a base salary of $216,000 per year. The board intends to provide her an equity grant under the 2021 Equity Incentive Plan, with terms to be announced by amendment. The company states she has no family relationships with directors or executive officers and no disclosable related-party transactions.

374Water Inc. filed an amended report to update the role of new director Stephen McKnight. The filing states that, effective February 23, 2026, the Board appointed Mr. McKnight to its Nominating and Corporate Governance Committee and its Compensation Committee, expanding his responsibilities beyond his initial Board appointment.

374Water Inc. is overhauling its leadership to support the commercial rollout of its AirSCWO waste-destruction platform. The company appointed long-time executive Daniel (Danny) Bogar as President and Chief Executive Officer, succeeding Interim CEO Stephen Jones, who will assist with the transition.

The Board added three experienced business leaders — Brad Freels, Charles (Chuck) Weiser, and Stephen McKnight — joining existing directors Jim Palowski and Marc Deshusses. These changes follow extensive engagement with shareholders, including a group that filed a Schedule 13D, and are aimed at aligning strategy, capital allocation, and execution.

Leadership and the Board emphasize matching operational progress with disciplined financing. They are actively supporting additional capital formation to fund deployments and commercial expansion, with a stated focus on moving into a phase centered on deployments, partnerships, and operational execution in 2026 and beyond.

374Water Inc. appointed Stephen H. McKnight to its Board of Directors, effective immediately. McKnight is a principal of Pitt Southwest Investors, a private real estate and development firm he co-founded in 1989, and has a long background in commercial banking with Mellon Bank.

He brings experience in underwriting, risk management, and syndicating more than 2.5 million square feet of real estate projects, as well as a history of analyzing and investing in private companies. The company highlights that his expertise in banking, investment strategy, and disciplined capital allocation is expected to support commercialization of its AirSCWO technology and expansion of its Waste Destruction Services business.

374Water Inc. reported that Board member Stephen J. Jones resigned from the company’s Board of Directors effective January 21, 2026. He is continuing in his role as Interim President and Chief Executive Officer, and stated that leaving the Board will allow him to focus more on his interim CEO duties and related strategic activities. The company also notes that Mr. Jones serves on two other public company boards, and that balancing those responsibilities with both the Board role and the Interim CEO role at 374Water was not feasible. The filing explicitly states that his resignation was not due to any disagreement with the company regarding its operations, policies, or practices.

374Water Inc. reported that on January 12, 2026 it received written notice from Nasdaq that it has regained compliance with the $1.00 minimum closing bid price requirement for continued listing on the Nasdaq Capital Market under Listing Rule 5550(a)(2). Nasdaq indicated that this bid price matter is now closed.

On January 14, 2026, the company issued a press release announcing the return to compliance, which is included as Exhibit 99.1 to this report.

374Water Inc. reported changes to its board of directors. On January 5, 2026, Buddie Joe Penn resigned from the board, and the company stated that his resignation was not due to any disagreement over operations, policies, or practices.

Effective the same day, the company appointed Bradley Freels, age 66, to the board and to the compensation committee. Freels is Chairman and CEO of Midway and holds senior roles at related real estate investment firms, with MBA and BBA degrees from Texas A&M University.

As a non-employee director, Freels will receive the company’s standard board compensation and an indemnification agreement similar to other directors. He has been working with management on potential financing opportunities and may invest in future financings, where any successful transaction is expected to have an aggregate amount exceeding $120,000. His appointment and Penn’s resignation were made in line with a prior letter agreement with Yaacov (Kobe) Nagar.

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.

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.

374Water Inc. filed a current report to note that it released a press release with its financial results for the quarter ended September 30, 2025, along with other business information. The press release, dated November 12, 2025, is furnished as Exhibit 99.1.

The company states that this information, including Exhibit 99.1, is being furnished under the securities laws and is not deemed filed or incorporated by reference into other securities filings unless specifically referenced. The report is signed by Stephen J. Jones, the company’s Interim President and Chief Executive Officer.

374Water (SCWO) filed an 8-K/A detailing final terms of General Counsel Peter Mandel’s transition. The Separation Agreement provides $150,000 cash severance over six months and $3,454.08 in COBRA-related payments over the same period, effective after the October 28, 2025 release date if not revoked.

Mr. Mandel is eligible for a pro‑rated 2025 cash bonus based on actual performance; if no determination is made by March 30, 2026, the bonus will be $80,000. Time‑based equity that would have vested through the first anniversary of the Consulting Period’s end will vest on the last day of that period; performance‑based equity is forfeited. Option exercise runs through one year after the Consulting Period. A Consulting Agreement effective October 9, 2025 pays $25,000 per month for an initial three months, with one‑month renewals.

374Water (SCWO) announced leadership changes and new equity awards. On October 8, 2025, Christian Gannon stepped down as President, Chief Executive Officer, and director, and Peter Mandel stepped down as General Counsel. The company said separation details will be filed in an amendment when finalized.

Stephen J. Jones was appointed Interim President and CEO effective October 8, 2025. A current director since April 14, 2025, Jones will continue on the Board and lead commercialization of the company’s super critical water oxidation technology and the search for a full-time CEO. Under an employment agreement dated October 7, 2025, Jones will receive a base salary of $1.00 and 4,500,000 stock options with an exercise price of $0.37, vesting in four tranches over 0/90/180/270 days from the vesting commencement date, with acceleration upon a change of control, the hiring of a full-time CEO, or termination other than for cause. The options have a 10-year term.

On October 9, 2025, the company granted options exercisable into 2,500,000 shares to executive officers, including 500,000 options each to the CFO and COO at an exercise price of $0.60, vesting 50% at one year and 50% at two years, with certain acceleration terms and a 10-year term.

374Water Inc. (SCWO) furnished a press release on August 12, 2025 reporting its financial results for the quarter ended June 30, 2025, attached to this Form 8-K as Exhibit 99.1. The company expressly states the press release and related Item 2.02 information are furnished and not deemed "filed" under Section 18 of the Exchange Act and are not incorporated by reference into other filings unless specifically stated. The filing also furnishes an Inline XBRL cover page as Exhibit 104. The report identifies the registrant as a Delaware corporation trading on The Nasdaq Capital Market and is signed by CEO Christian Gannon on August 12, 2025.

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.