374Water Inc. (SCWO) awards director 130,000 and 387,962 restricted stock units

Rhea-AI Filing Summary

Penn Buddie J reported acquisition or exercise transactions in this Form 4 filing.

374Water Inc. director Penn Buddie J received two grants of common stock restricted stock units on August 28, 2025, totaling 130,000 and 387,962 shares at $0 per share. Following these awards, he directly holds 577,962 restricted stock unit shares. Notes indicate some awards fully vest at grant, while others vest on August 28, 2026 contingent on continuous service.

Insights

Financial Analyst

TL;DR: Director received large RSU awards; immediate and time‑based vesting could modestly affect share overhang.

The filing documents two non‑derivative RSU grants totaling 517,962 RSUs issued 08/28/2025 with 130,000 fully vested and 387,962 cliff‑vesting 08/28/2026 subject to service. No purchase price was reported, indicating equity compensation rather than market purchases. For investors, this increases director alignment with shareholder value but also increases potential future share dilution as RSUs vest. The filing does not include grant rationale, accounting treatment, or whether shares are settled from treasury, so quantified dilution and expense impact cannot be determined from this form alone.

Corporate Governance Expert

TL;DR: Standard director equity awards disclosed; vesting condition is time‑based tied to continued service.

The report identifies the reporting person as a director and shows two RSU awards on 08/28/2025 with clear vesting terms: one fully vested at grant and one vesting 100% on 08/28/2026 contingent on continuous service. This is a routine governance disclosure of insider compensation. The form is signed by an attorney‑in‑fact on 09/02/2025. The document contains no indication of related party conflicts, accelerated vesting, or sale dispositions that would raise governance concerns.

Insider Trade Summary

Net Buyer: 517,962 shares

Net Buy 2 txns

Insider Penn Buddie J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock (restricted stock units)	130,000	$0.00	$0.00
Grant/Award	Common Stock (restricted stock units)	387,962	$0.00	$0.00

Holdings After Transaction: Common Stock (restricted stock units) — 577,962 shares (Direct)

Footnotes (2)

1. F1. Fully vested on date of grant.
2. F2. 100% of the shares vest on August 28, 2026, subject to the Reporting Person's continuous service through such date.

Key Figures

RSU grant 1: 130,000 shares RSU grant 2: 387,962 shares Grant price: $0.0000 per share +1 more

4 metrics

RSU grant 1 130,000 shares Restricted stock unit grant to director Penn Buddie J on August 28, 2025

RSU grant 2 387,962 shares Second restricted stock unit grant on August 28, 2025

Grant price $0.0000 per share Reported transaction price per share for both RSU grants

Post-transaction RSU holding 577,962 shares Total direct holding of common stock (restricted stock units) after reported grants

Key Terms

restricted stock units, vested, continuous service

3 terms

restricted stock units financial

"Common Stock (restricted stock units) reported in the transactions"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

vested financial

"Fully vested on date of grant."

continuous service other

"subject to the Reporting Person's continuous service through such date."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/02/2025 - 09:26 PM Learn about SEC filing dates

FAQ

What insider transaction did SCWO director Penn Buddie J report?

Director Penn Buddie J reported two grant-type acquisitions of common stock restricted stock units on August 28, 2025, covering 130,000 and 387,962 shares. Both transactions were coded as awards at a reported price of $0 per share.

How many restricted stock units did SCWO grant to its director?

374Water granted its director two blocks of restricted stock units: 130,000 shares and 387,962 shares of common stock. These were reported as non-derivative awards, increasing his direct RSU holdings without any cash purchase price.

What is the vesting schedule for the SCWO restricted stock units?

Accompanying notes state that some awards fully vest on the grant date, while others vest 100% on August 28, 2026, subject to the reporting person's continuous service through that date, indicating a mix of immediate and time-based vesting.

How many SCWO restricted stock units does Penn Buddie J hold after the grants?

After these reported grants, Penn Buddie J directly holds 577,962 shares of 374Water common stock in the form of restricted stock units. This figure reflects his post-transaction RSU position as recorded in the holdings data.

Did Penn Buddie J buy or sell SCWO shares in this Form 4?

The Form 4 shows only acquisitions via grant-type transactions, with two restricted stock unit awards and no sales or disposals reported. Transaction summary data lists acquireCount of 2 and sellCount and disposeCount as 0.

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^*

Penn Buddie 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		130,000(1)	A	$0	190,000	D
Common Stock (restricted stock units)	08/28/2025		A		387,962(2)	A	$0	577,962	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. Fully vested on date of grant.

2. 100% of the shares vest on August 28, 2026, subject to the Reporting Person's continuous service through such date.

	/s/ Peter Mandel, Attorney-in-fact	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.