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  4. [Form 4] 374Water Inc. Insider Trading Activity

SCWO insider reports two stock sales with updated ownership

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

374Water (SCWO) insider transaction: A reporting person filed a Form 4 disclosing open‑market sales of common stock on two dates. On 10/14/2025, they sold 700,000 shares at a weighted‑average price of $0.5163. On 10/15/2025, they sold 363,868 shares at a weighted‑average price of $0.5179.

Following these transactions, the reporting person beneficially owned 33,194,457 shares. The prices reflect weighted averages from multiple trades executed within disclosed intraday ranges.

Positive

  • None.

Negative

  • None.

Insights

Large insider sale over two days at ~$0.52 reduces direct holdings; no 10b5-1 plan indicated.

Form 4 discloses two open-market sales (code "S") by **Yaacov Nagar** on 10/14/2025 and 10/15/2025. The transactions totaled 1,063,868 shares: 700,000 at a weighted-average of $0.5163 and 363,868 at a weighted-average of $0.5179. Following these, directly held shares decreased to 33,194,457. Price ranges were provided, with an undertaking to furnish detailed trade breakdowns upon request.

The filing identifies the reporting person as an insider and shows direct ownership form. The checkbox note for Rule 10b5-1(c) appears, but the filing does not indicate that these sales were made under such a plan. That distinction matters because plan-based trades can reflect pre-set diversification rather than discretionary selling.

What it means: insider supply increased during October 2025, and the insider’s stake declined by 1,063,868 shares while remaining sizable at 33,194,457. Watch for additional Form 4s in the near term, any future indication of a 10b5-1 plan, and changes in the cumulative stake over the next several weeks.

Insider Nagar Yaacov
Role 10% Owner
Sold 1,063,868 shs ($550K)
Type Security Shares Price Value
Sale Common Stock 363,868 $0.5179 $188K
Sale Common Stock 700,000 $0.5163 $361K
Holdings After Transaction: Common Stock — 33,194,457 shares (Direct)
Footnotes (2)
  1. F1. This transaction was executed in multiple trades at prices ranging from $0.5092 to $0.5231 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. F2. This transaction was executed in multiple trades at prices ranging from $0.5103 to $0.5202 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.

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Form 4 Insider Transactions: What Each Field Means →
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*
Nagar Yaacov
(Last) (First) (Middle)
600 PARK OFFICES DR.
SUITE 300
(Street)
DURHAM NC 27713
(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)
10/14/2025
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 10/14/2025 S 700,000 D $0.5163(1) 33,558,325 D
Common Stock 10/15/2025 S 363,868 D $0.5179(2) 33,194,457 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 $0.5092 to $0.5231 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 $0.5103 to $0.5202 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 10/16/2025
** 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.

Source: View Original Filing on SEC EDGAR