374Water (SCWO) Insider Filing Shows 130k Immediate RSUs and 387,962 Time‑Vested Units

Rhea-AI Filing Summary

374Water Inc. (SCWO) director Buddie J. Penn received restricted stock units (RSUs) reported on Form 4. On 08/28/2025 the reporting person was granted 130,000 RSUs that were fully vested on the grant date and 387,962 RSUs that vest 100% on 08/28/2026 subject to continuous service through that date. The filing shows no cash paid for these awards (price reported as $0). Following the grants the beneficial ownership reported after each line is 190,000 shares and 577,962 shares, respectively, with the latter appearing to be the cumulative total after the second grant. The Form 4 was executed by an attorney-in-fact on 09/02/2025. This disclosure documents insider equity compensation and its vesting condition but contains no additional financial or operational data.

Positive

• Director alignment: awards create ownership stake aligning the reporting person with company performance
• Fully vested component: 130,000 RSUs were fully vested on the grant date, giving immediate ownership benefits

Negative

• Potential dilution: 387,962 RSUs vesting in 2026 increase the pool of outstanding shares upon vesting
• Missing settlement details: filing does not state whether RSUs will be settled in treasury or newly issued shares, so dilution impact is unclear

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.

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.

FAQ

What did the SCWO Form 4 filed by Buddie J. Penn report?

The Form 4 reports two RSU grants on 08/28/2025: 130,000 RSUs fully vested at grant and 387,962 RSUs vesting 100% on 08/28/2026 with no cash paid.

How many shares does the reporting person beneficially own after these transactions?

The filing shows beneficial ownership after the reported transactions of 190,000 shares following the first line and 577,962 shares following the second line, with 577,962 appearing to be the cumulative total.

What are the vesting conditions for the awarded RSUs in the SCWO filing?

The 130,000 RSUs were fully vested on the grant date. The 387,962 RSUs vest 100% on 08/28/2026 subject to the reporting person’s continuous service through that date.

Did the reporting person pay for the RSUs reported on the Form 4?

No. The price reported for both RSU awards is shown as $0, indicating equity compensation rather than a purchase.

When was the Form 4 signed and filed?

The document bears a signature by attorney‑in‑fact Peter Mandel dated 09/02/2025 and lists the transaction date as 08/28/2025.