SCWO Form 4: Director Stephen Jones Granted 426,130 RSUs; Vesting Aug 28, 2026

Rhea-AI Filing Summary

Stephen J. Jones, a director of 374Water Inc. (SCWO), reported an equity grant recorded on Form 4. The filing shows a non‑derivative acquisition of 426,130 restricted stock units (RSUs) on 08/28/2025 at no cash price, increasing his beneficial ownership to 605,723 shares in total. The RSUs are granted as common stock units and are reported as held directly.

The award is subject to service‑based vesting: 100% of the shares vest on August 28, 2026 provided Jones remains in continuous service through that date. The report is signed 09/02/2025 by Stephen Jones.

Positive

• Significant equity alignment: Director received 426,130 RSUs, increasing direct beneficial ownership to 605,723 shares
• Clear vesting terms: 100% vests on August 28, 2026 subject to continuous service, providing transparent conditions

Negative

• No percentage disclosed: Filing does not state total shares outstanding or the director's ownership percentage, limiting assessment of materiality
• No performance conditions disclosed: Grant is purely time‑vested, so it may not directly align with performance outcomes

Insights

Financial Analyst

TL;DR: Director received a sizable RSU grant (426,130 units), boosting direct ownership to 605,723 shares; vesting is fully time‑based one year out.

The grant increases insider alignment with shareholders by converting compensation into equity, but it is entirely time‑vested and carries no immediate cash consideration. The incremental holding of 426,130 RSUs represents a material change in the director's stake in absolute terms, though the filing does not disclose total shares outstanding or percentage ownership, preventing assessment of dilution or proportional impact.

Corporate Governance Expert

TL;DR: This is a standard service‑based director equity award: full vesting in one year contingent on continuous service.

The disclosure indicates routine governance practice of compensating a director with RSUs that vest after continued service. The one‑year cliff (100% vesting on 08/28/2026) is clearly stated, providing straightforward criteria for earn‑out. The form shows direct ownership and timely reporting but does not include grant rationale, valuation, or any performance conditions.

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^*

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
	Officer (give title below)		Other (specify below)

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		426,130(1)	A	$0	605,723	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. 100% of the shares vest on August 28, 2026, subject to the Reporting Person's continuous service through such date.

	/s/ Stephen Jones	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 Stephen J. Jones report on the Form 4 for 374Water Inc. (SCWO)?

He reported the acquisition of 426,130 restricted stock units (RSUs) on 08/28/2025, increasing his beneficial ownership to 605,723 shares.

When do the RSUs reported by Stephen J. Jones vest?

The filing states that 100% of the shares vest on August 28, 2026, subject to the reporting person’s continuous service through that date.

Was any cash paid for the RSUs reported on the Form 4?

No cash price was reported; the transaction is shown with a $0 price for the RSUs.

What is Stephen J. Jones’s relationship to 374Water Inc. (SCWO)?

The Form 4 identifies him as a Director of 374Water Inc.

When was the Form 4 signed and filed?

The form bears the signature of Stephen Jones dated 09/02/2025.