SCWO Form 4: Chris Gannon awarded RSUs; 333,333 vested by Sep 2, 2025

Rhea-AI Filing Summary

Chris M. Gannon, CEO and director of 374Water Inc. (SCWO), disclosed equity awards and vesting status on a Form 4 filed 09/02/2025. The filing reports Restricted Stock Units (RSUs) granted under an employment agreement effective April 22, 2024, with 250,000 shares scheduled to vest April 22, 2025 and the remainder vesting monthly thereafter; as of September 2, 2025, 333,333 shares were vested and 666,667 were unvested. The filing also references up to 1,250,000 RSUs granted under the companys 2021 Equity Incentive Plan tied to milestone vesting. The report corrects an earlier inadvertent Form 3 that previously disclosed the RSUs.

Positive

• CEO alignment with shareholders through large RSU grants that tie compensation to continued employment and milestones
• Partial vesting already achieved: 333,333 shares vested as of September 2, 2025, demonstrating near-term alignment and reduced forfeiture risk

Negative

• Potential dilution as unvested RSUs convert to common stock; filing shows beneficial ownership figures of 1,120,000 and 2,370,000 following reported transactions
• Milestone-linked RSUs introduce uncertainty about future share issuance because vesting depends on outcomes not specified in this filing

Insights

Financial Analyst

TL;DR: CEO equity grants align management with shareholder outcomes but create potential near-term dilution depending on vesting and milestone outcomes.

The disclosed RSU awards establish a significant equity stake for the chief executive, with 333,333 shares already vested and the balance subject to time-based and milestone-based vesting. These awards indicate compensation tied to retention and performance under the employment agreement and the 2021 Equity Incentive Plan. Investors should note the total beneficial ownership figures reported on the form (shown as 1,120,000 and 2,370,000 following separate reported transactions), which reflect meaningful executive ownership and potential dilution as unvested awards convert to common shares upon vesting.

Corporate Governance Expert

TL;DR: The filing documents standard executive equity-based compensation and a corrective disclosure of an earlier Form 3.

The employment agreement grants and the RSU schedule are conventional governance mechanisms to retain and incentivize the CEO through multi-year vesting and milestone conditions. The corrective filing clarifies prior reporting rather than indicating an undisclosed transaction. The structure (initial cliff and monthly vesting plus milestone-linked RSUs) balances retention incentives with performance alignment, but the precise incentive triggers for milestone RSUs should be reviewed in the underlying agreements for full governance assessment.

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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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^*

Gannon Chris M

(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 Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2024

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)	04/22/2024		A		1,000,000(1)	A	$0	1,120,000(2)	D
Common Stock (restricted stock units)	08/28/2025		A		1,250,000(3)	A	$0	2,370,000	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
Restricted Stock Units	$0	04/22/2024		A		1,250,000(1)		(4)	(4)	Common Stock, $0.0001 par value	1,250,000	$0	1,250,000(2)	D

Explanation of Responses:

1. The Restricted Stock Units (the "2024 RSUs") reported herein were granted to the Reporting Person on April 22, 2024, pursuant to his Employment Agreement (the "Employment Agreement"), dated as of April 19, 2024, and effective as of April 22, 2024 (the "Effective Date"). 250,000 of the shares subject to the 2024 RSUs vested on April 22, 2025, and the remaining 750,000 shares vest in equal increments on the last day of every month thereafter over the following 36 months, subject to the Reporting Person's continued employment with the Issuer on each vesting date. As of September 2, 2025, 333,333 shares subject to the 2024 RSUs were vested, and 666,667 shares are unvested.

2. On May 1, 2024, the Reporting Person inadvertently filed a Form 3 that reported the RSUs. This filing serves to disclose the RSUs on a Form 4.

3. The shares subject to the Restricted Stock Unit vest in equal increments on the last day of every month over 36 months, beginning on March 31, 2025, subject to the Reporting Person's continued employment with the Issuer on each vesting date.

4. Under the Employment Agreement and subject to the terms of the Issuer's 2021 Equity Incentive Plan (the "Plan"), the Reporting Person was granted up 1,250,000 RSUs under the Plan, that vest pursuant to certain milestones set forth by the Issuer.

	/s/ Chris M. Gannon	09/02/2025
	** Signature of Reporting Person	Date
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FAQ

Who reported the Form 4 for 374Water Inc. (SCWO)?

The Form 4 was reported by Chris M. Gannon, who is identified as Chief Executive Officer and a director.

How many RSUs were vested as of September 2, 2025?

As of September 2, 2025, 333,333 RSU shares were vested and 666,667 remained unvested from the 2024 award.

What RSU grants were disclosed in the filing?

The filing discloses RSU grants tied to the employment agreement effective April 22, 2024, and references up to 1,250,000 RSUs under the 2021 Equity Incentive Plan.

Did the filing correct any prior disclosure?

Yes; the filing notes an inadvertent Form 3 filed May 1, 2024, and this Form 4 serves to disclose the RSUs on Form 4.

How do the RSUs vest?

For the 2024 RSUs, 250,000 vested on April 22, 2025 and the remaining shares vest in equal monthly increments thereafter; milestone-based RSUs vest per terms in the plan.