SCWO Form 4: Peter Mandel Receives 375K Restricted Stock Units; 36-Month Vesting

Rhea-AI Filing Summary

Peter Mandel, General Counsel of 374Water Inc. (SCWO), reported a grant of 375,000 restricted stock units on 08/28/2025. The RSUs were granted at no cash price and increase his beneficial ownership to 638,575 shares. The award vests in equal monthly installments over 36 months beginning March 31, 2025, subject to continued service through each vesting date. The Form 4 was signed on 09/02/2025.

Positive

• Substantial RSU grant aligns executive incentives with long-term shareholder value through time-based vesting.
• No immediate sale reported, indicating the officer retains position and is not monetizing shares now.

Negative

• Potential dilution risk from 375,000 RSUs becoming shares over 36 months (dilutive impact not disclosed).
• Material context missing: total shares outstanding or prior holdings not provided, so relative ownership impact is unclear.

Insights

Corporate Governance Expert

TL;DR: Officer received a sizeable RSU grant that vests over three years, aligning incentives with long-term service.

The filing shows a typical executive compensation mechanism: a grant of 375,000 restricted stock units with no cash consideration, vesting monthly over 36 months beginning March 31, 2025. This structure ties the reporting person to continued employment and long-term shareholder alignment rather than immediate liquidity. The increase to 638,575 beneficially owned shares may meaningfully increase the officer's stake depending on total shares outstanding (not provided). There is no sale or disposition reported, and no derivative transactions disclosed. This is a routine but material insider compensation disclosure for governance monitoring.

Securities/Compensation Analyst

TL;DR: Significant equity grant awarded; vesting schedule reduces short-term dilution but creates future issuance risk.

The RSU grant of 375,000 units at $0 increases reported ownership to 638,575 shares. Monthly vesting over 36 months spreads potential dilution and aligns payoff with retention. The filing includes no exercise price or derivative elements, indicating pure RSUs rather than options. Absent data on total outstanding shares or prior grants, the precise dilutive impact and relative stake size cannot be assessed from this form alone.

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

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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^*

Mandel Peter

(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)
	General Counsel

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 unit)	08/28/2025		A		375,000(1)	A	$0	638,575	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. The restricted stock unit vests in equal monthly installments over 36 months, on the last day of each month, beginning on March 31, 2025, subject to the Reporting Person's continuous service through each vesting date.

	/s/ Peter Mandel	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 Peter Mandel report on the Form 4 for 374Water Inc. (SCWO)?

He reported a grant of 375,000 restricted stock units on 08/28/2025, increasing his beneficial ownership to 638,575 shares.

What are the vesting terms of the RSUs reported for SCWO?

The RSUs vest in equal monthly installments over 36 months, beginning on March 31, 2025, subject to continued service.

Was there any cash price or exercise price for the reported RSUs?

No. The RSUs were reported with a $0 price, indicating a grant rather than a purchase or option exercise.

Did the Form 4 report any sales or derivative transactions by the reporting person?

No. The filing shows only an acquisition of restricted stock units and contains no sales or derivative transactions.

When was the Form 4 signed by the reporting person?

The Form 4 bears the reporting persons signature dated 09/02/2025.