SCWO: Interim CEO Stephen Jones receives 4,500,000 stock options at $0.37

Rhea-AI Filing Summary

Stephen J. Jones, serving as Interim CEO and a director of 374Water Inc. (SCWO), was granted 4,500,000 stock options on 10/07/2025 as compensation for his appointment. The options have an exercise price of $0.37 per share and 25% of the grant vests on the vesting commencement date with additional 25% tranches vesting at 90, 180, and 270 days thereafter, subject to continued service. The options accelerate and vest immediately upon a change of control, hiring of a full‑time CEO, or termination other than for cause. Each vested option permits purchase of one share and options expire ten years from the applicable vesting date unless earlier terminated.

Positive

• 4,500,000 options align Interim CEO compensation with long‑term shareholder value
• Structured vesting (25% at grant, then at 90/180/270 days) supports short‑term retention
• Acceleration clauses protect the executive on change of control or termination without cause

Negative

• Potential dilution of 4,500,000 shares upon exercise could be material depending on current outstanding shares
• Immediate 25% vesting makes 1,125,000 options exercisable at grant, increasing short‑term dilution risk

Insights

Compensation & Governance Analyst

Large option grant aligns interim CEO pay with long‑term equity value while including usual acceleration triggers.

The grant of 4,500,000 options at an exercise price of $0.37270 days. The four equal tranches create short‑term and medium‑term retention incentives while limiting immediate dilution to the extent options are unvested.

Acceleration on a change of control, hiring a permanent CEO, or termination without cause provides the recipient protection and could hasten dilution if triggered. Monitor leadership appointment timing and potential corporate transactions in the next 270 days for vesting/expense implications.

Corporate Finance Specialist

The grant may affect share count and compensation expense but exact dilution impact depends on outstanding shares.

The options give the right to acquire 4,500,000 shares at $0.37

Key items to watch: the company’s total diluted shares outstanding to quantify potential dilution and whether acceleration events occur within the near term (270 days).

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
Estimated average burden
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^*

Jones Stephen J

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

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

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
Stock options (right to buy)	$0.37	10/07/2025		A		4,500,000(1)(2)		(1)(2)	(1)(2)	Common Stock	4,500,000	$0(1)(2)	4,500,000	D

Explanation of Responses:

1. Represents stock options granted to the Reporting Person as compensation in connection with his appointment as Interim Chief Executive Officer of 374Water Inc. (the "Company"). The vesting commencement date of the stock options is October 7, 2025. 25% of the stock options vest and become exercisable on the vesting commencement date, 25% of the stock options vest and become exercisable 90 days after the vesting commencement date, 25% of the stock options vest and become exercisable 180 days after the vesting commencement date and 25% of the stock options vest and become exercisable 270 days after the vesting commencement date, subject to the Reporting Person's continuing service through each vesting date. (Continues in footnote no. 2)

2. Notwithstanding the foregoing, the stock options will vest and become exercisable immediately in the event of (i) a change of control of the Company, (ii) the hiring of a full-time Chief Executive Officer for the Company, or (iii) the termination of the Reporting Person other than for cause. Upon vesting, each stock option gives the Reporting Person the right to purchase one share of the Company's Common Stock at the exercise price. The stock options expire on the date which is ten years from the date on which the applicable shares vest, unless earlier terminated in accordance with the stock option grant agreement.

	/s/ Stephen Jones	10/09/2025
	** 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 Stephen J. Jones file on Form 4 for SCWO?

He reported a grant of 4,500,000 stock options on 10/07/2025 as Interim CEO, exercisable at $0.37 per share.

When do the options vest for SCWO interim CEO Stephen Jones?

Vesting commences on 10/07/2025: 25% vests at grant and additional 25% tranches vest at 90, 180, and 270 days, subject to continued service.

What triggers immediate vesting of the SCWO options?

Options vest immediately upon (i) a change of control, (ii) hiring of a full‑time CEO, or (iii) termination of the reporting person other than for cause.

What is the exercise price and option expiration for the grant?

The exercise price is $0.37

How many shares become exercisable immediately after the grant?

1,125,000 options (25% of 4,500,000) vest and become exercisable on the vesting commencement date.