[Form 4] 374Water Inc. Insider Trading Activity

Rhea-AI Filing Summary

Deanna Rene Estes, a director of 374Water Inc. (SCWO), reported two non-derivative transactions dated 08/28/2025 involving restricted stock units (RSUs). The filing shows an award of 130,000 RSUs that were fully vested on the grant date and an award of 616,970 RSUs that vest 100% on August 28, 2026 conditioned on continuous service through that date. The form lists post-transaction beneficial ownership figures of 236,500 and 853,470 shares for the respective lines. The form is signed by Ms. Estes on 09/02/2025.

Insights

Securities Analyst

TL;DR: Director received sizable RSU awards, one fully vested and one time‑vested over a year, creating substantial incremental ownership.

The filing discloses two RSU grants to a director totaling 746,970 RSUs awarded on 08/28/2025, with 130,000 immediately vested and 616,970 subject to one‑year continuous service vesting. Such grants increase the directors reported beneficial ownership to 853,470 shares on the relevant lines, which may align executive retention incentives. There is no cash purchase price reported and no sales or dispositions disclosed. Impact is routine for director compensation; materiality depends on company market capitalization which is not provided in this filing.

Corporate Governance Expert

TL;DR: Compensation via RSUs with time-based vesting is a standard governance tool to retain directors; no red flags in disclosure.

The disclosure is explicit that one grant vested immediately and the larger grant vests 100% on 08/28/2026 if continuous service is maintained. The form includes required signature and dates, and indicates the reporter is a director. There are no derivative transactions, no exercised options, and no indication of employment change or accelerated vesting. From a governance perspective this appears to be a standard equity grant and fully documented in the Form 4.

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^*

Estes Deanna Rene

(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	236,500	D
Common Stock (restricted stock units)	08/28/2025		A		616,970(2)	A	$0	853,470	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/ Deanna Rene Estes	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 Deanna Rene Estes report on Form 4 for 374Water Inc. (SCWO)?

She reported two RSU grants dated 08/28/2025: 130,000 RSUs fully vested on grant and 616,970 RSUs that vest 100% on 08/28/2026 subject to continuous service.

How many shares does the filing show as beneficially owned after the reported transactions?

The form lists post-transaction beneficial ownership figures of 236,500 and 853,470 on the respective lines.

Was there any cash price paid for the RSU awards in the Form 4?

No purchase price is reported; both RSU entries show a price of $0 in the filing.

When was the Form 4 signed by the reporting person?

The form is signed by Deanna Rene Estes on 09/02/2025.

Do these entries include any derivative transactions or option exercises?

No. The filing contains only non-derivative RSU awards and shows no derivative securities or option exercises.