Form 4: Yaacov Nagar Disposes 177K SCWO Shares; Retains 35.76M

Rhea-AI Filing Summary

374Water Inc. insider report: Director Yaacov Nagar reported two open-market sales of the company's common stock on September 5 and September 8, 2025. He sold a total of 177,289 shares in multiple trades at weighted-average prices of $0.3928 and $0.3993, respectively. Following these disposals, Mr. Nagar beneficially owned 35,758,325 shares. The filing discloses that trade prices were executed across price ranges and that the reporting person will provide detailed trade information upon request.

Positive

• Timely and detailed disclosure of insider sales with weighted-average prices and offer to provide trade-level information upon request
• Director remains a large shareholder, retaining 35,758,325 shares after the sales

Negative

• Insider sold 177,289 shares in total, which could be perceived negatively by some investors absent context
• Form 4 provides no explanation of the reason for the sales beyond execution details

Insights

Corporate Governance Expert

TL;DR: Director executed routine open-market sales; disclosure is timely and conforms to Form 4 requirements.

The filing shows the director sold a modest number of shares relative to his remaining stake, using multiple trades with disclosed weighted-average prices. The report is complete with explanatory notes offering to supply trade-level details on request, which supports transparency. There is no indication of related-party transactions or plans affecting governance disclosed in this Form 4.

Securities Analyst

TL;DR: Insider sales total 177,289 shares at sub-$0.42 prices; impact appears limited absent additional context.

The transactions were standard open-market sales executed over multiple trades at prices between approximately $0.39 and $0.41, resulting in a residual holding above 35.7 million shares. Without accompanying operational or financial disclosures, these sales alone do not provide material information about company performance, though they reduce insider share count slightly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nagar Yaacov

(Last) (First) (Middle)

600 PARK OFFICES DR

SUITE 300

(Street)

DURHAM NC

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
374Water Inc. [ SCWO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/05/2025		S		122,439	D	$0.3928(1)	35,813,175	D
Common Stock	09/08/2025		S		54,850	D	$0.3993(2)	35,758,325	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $0.3900 to $0.3999 The price set forth above reflects the weighted-average price per share. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

2. This transaction was executed in multiple trades at prices ranging from $0.3901 to $0.4127 The price set forth above reflects the weighted-average price per share. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

	/s/ YAACOV NAGAR	09/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did 374Water (SCWO) report on Form 4?

Director Yaacov Nagar reported two open-market sales on 09/05/2025 and 09/08/2025, disposing of a total of 177,289 shares.

At what prices were the SCWO insider shares sold?

The weighted-average prices reported were $0.3928 for the 09/05/2025 sales and $0.3993 for the 09/08/2025 sales; trade ranges were disclosed in the filing.

How many SCWO shares does Yaacov Nagar beneficially own after these transactions?

Following the reported transactions, Mr. Nagar beneficially owned 35,758,325 shares.

Does the Form 4 explain why the insider sold shares?

No; the Form 4 lists execution details and price ranges but does not state a reason for the sales.

Can I obtain detailed trade-level information for these SCWO transactions?

Yes; the reporting person stated he will provide full information on the number of shares and exact prices upon request to the SEC staff, the issuer, or a security holder.