374Water Insider Report: 125,000 RSUs Awarded to CTO, Vesting Over 36 Months

Rhea-AI Filing Summary

Rajesh R. Melkote, Chief Technology Officer of 374Water Inc. (SCWO), reported an insider acquisition on Form 4. The filing shows 125,000 restricted stock units (RSUs) were granted on 08/28/2025 at no cash price and are scheduled to vest in equal monthly installments over 36 months, beginning March 31, 2025, subject to continuous service through each vesting date. After the grant, the reporting person beneficially owns 882,756 shares. The Form 4 was signed on 09/02/2025 and was filed by one reporting person.

Positive

• 125,000 RSUs granted, increasing the reporting person's long-term stake and aligning incentives with shareholders
• Beneficial ownership of 882,756 shares after the grant, indicating significant insider ownership and alignment

Negative

• RSUs vest only with continuous service over 36 months, so shares may be forfeited if the reporting person departs before vesting completes

Insights

Financial Analyst

TL;DR Insider RSU grant increases executive stake but vests over three years, so immediate market impact is limited.

The 125,000 RSU award raises the CTO's beneficial ownership to 882,756 shares, aligning management incentives with shareholders through multi-year vesting. Because the units vest monthly over 36 months and are subject to continuous service, the economic transfer is gradual and contingent on continued employment. This is a routine compensation event rather than an operational disclosure and is unlikely to be materially market-moving on its own.

Corporate Governance Expert

TL;DR Multi-year service-vesting RSUs are standard governance practice to retain executives and align incentives.

The RSU structure—monthly vesting over three years—supports retention and long-term alignment but creates forfeiture risk if the executive leaves before vesting completes. The filing clearly states the vesting schedule and the resulting beneficial ownership, providing transparency on insider compensation. No unusual terms or immediate sales were reported.

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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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^*

Melkote Rajesh Ramaswamy

(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 Technology 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 units)	08/28/2025		A		125,000(1)	A	$0	882,756	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/ Rajesh Melkote	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 Rajesh Melkote report on Form 4 for SCWO?

The filing reports a grant of 125,000 restricted stock units (RSUs) on 08/28/2025 and a post-transaction beneficial ownership of 882,756 shares.

When do the RSUs granted to the CTO vest?

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

Was there any cash paid for the RSUs in the transaction?

No. The reported price for the RSU grant is $0.

Who filed the Form 4 and when was it signed?

The Form 4 was filed by one reporting person, Rajesh Melkote, and was signed on 09/02/2025.

Does the Form 4 show any dispositions or sales by the reporting person?

No dispositions or sales are reported; the entry shows an acquisition (A) of RSUs.