SCWO Insider: CFO Receives 250K RSUs with 36-Month Monthly Vesting

Rhea-AI Filing Summary

Russell Kline, Chief Financial Officer and director of 374Water Inc. (SCWO), received a grant of 250,000 restricted stock units on 08/28/2025 at no cash price. The RSUs vest in equal monthly installments over 36 months beginning March 31, 2025, and vesting is subject to the reporting person's continuous service through each vesting date. Following the grant, the reporting person beneficially owns 648,642 shares.

The grant increases the officer's equity stake and ties future payouts to continued service under the stated vesting schedule. No derivative transactions were reported on this form.

Positive

• 250,000 restricted stock units granted to the CFO, increasing alignment with shareholders
• Beneficial ownership rose to 648,642 shares, reflecting a larger insider stake
• Time-based monthly vesting over 36 months supports retention and gradual alignment

Negative

• Vesting is conditioned on continuous service, so the award can be forfeited if the reporting person departs before vesting

Insights

Corporate Governance Expert

TL;DR: An executive equity grant that increases insider ownership and is conditioned on continued service, a routine governance action.

The filing documents a standard time-based restricted stock unit award of 250,000 RSUs to the CFO who also serves as a director. Time-based monthly vesting over 36 months aligns the executive with shareholder interests over a multi-year period and increases disclosed beneficial ownership to 648,642 shares. The award is subject to forfeiture if service terminates before vesting, a common retention mechanism.

Executive Compensation Analyst

TL;DR: A compensation-related equity grant structured for retention; economically non-cash at grant and vests monthly.

The report shows a zero-cash-price restricted stock unit grant, meaning no exercise cost at vesting beyond standard tax consequences. Monthly vesting across 36 months provides regular incremental vesting events rather than a single cliff, which smooths dilution timing and retention incentives. The filing contains no performance conditions and no derivative transactions.

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

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OMB Number:			3235-0287
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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^*

Russell Kline

(Last) (First) (Middle)

C/O 374 WATER INC. 100 SOUTHCENTER COURT

SUITE 200

(Street)

MORRISVILLE NC 27560

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

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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 (restricted stock unit)	08/28/2025		A		250,000(1)	A	$0	648,642	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. The restricted stock unit vests in equal monthly installments over 36 months, on the last day of each month, beginning on March 31, 2025, subject to the Reporting Person's continuous service through each vesting date.

	/s/ Russell Kline	09/02/2025
	** 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 did Russell Kline (SCWO) receive according to this Form 4?

The filing reports a grant of 250,000 restricted stock units to Russell Kline, the company's CFO and a director.

When do the RSUs vest and under what condition?

The RSUs vest in equal monthly installments over 36 months, beginning on March 31, 2025, subject to the reporting person's continuous service through each vesting date.

What is the reported price for the restricted stock units?

The transaction is reported with a price of $0, indicating no cash purchase price at grant on the form.

How many shares does the reporting person beneficially own after the transaction?

Following the reported transaction, the reporting person beneficially owns 648,642 shares.

Were any derivative securities reported on this Form 4?

No derivative securities (options, warrants, puts or calls) were reported in the filing.