[Form 4] 374Water Inc. Insider Trading Activity

Rhea-AI Filing Summary

James Pawloski, a director of 374Water Inc. (SCWO), received 426,131 restricted stock units on 08/28/2025 at no cash cost. After the grant, he beneficially owns 619,431 shares in total. The RSUs vest 100% on August 28, 2026 provided the reporting person remains in continuous service through that date.

The grant is reported on a Form 4 reflecting a non‑derivative equity award (restricted stock units) and indicates ownership and potential future dilution from the outstanding awards until they vest and convert to common stock.

Positive

• Large equity grant aligns the director's interests with shareholders by tying potential compensation to company equity
• Clear vesting condition (100% vesting on August 28, 2026 subject to continuous service) provides transparency on timing of ownership change

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received a sizable RSU grant that aligns his economic interests with shareholders, vesting in one year contingent on continued service.

The Form 4 discloses a non‑cash grant of 426,131 restricted stock units to Director James Pawloski on 08/28/2025, increasing his reported beneficial ownership to 619,431 shares. The award vests 100% on 08/28/2026 subject to continuous service, a common retention mechanism. From a governance perspective, this is a routine equity‑based compensation action to align incentives; the filing provides the vesting condition but does not disclose exercise conversion mechanics beyond the RSU form or the percentage of total outstanding equity, so assessment of dilution or optics relative to peers is limited by the absence of total share counts in this filing.

Securities Analyst

TL;DR: The transaction is a reported grant of RSUs to an insider; materiality for investors cannot be judged without company share count data.

The report shows 426,131 RSUs granted at $0, vesting fully on 08/28/2026 if the reporting person remains employed or in service. Post‑grant beneficial ownership is reported as 619,431 shares. This disclosure satisfies Section 16 reporting requirements for insider transactions, but the Form 4 does not provide context on total dilution, vesting acceleration provisions, or whether the grant was part of a broader compensation plan, limiting a full impact analysis.

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^*

Pawloski James

(Last) (First) (Middle)

C/O 374WATER 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		426,131(1)	A	$0	619,431	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. 100% of the shares vest on August 28, 2026, subject to the Reporting Person's continuous service through such date.

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

He reported receiving 426,131 restricted stock units on 08/28/2025 and now beneficially owns 619,431 shares in total.

When do the restricted stock units granted to the director vest?

The RSUs vest 100% on August 28, 2026, subject to the reporting person's continuous service through that date.

Was there any cash paid for the RSUs reported by the director?

No; the transaction is reported with a price of $0, indicating a non‑cash grant of restricted stock units.

Does the Form 4 disclose ownership form and nature of indirect ownership?

The Form 4 reports the post‑transaction beneficial ownership amount (619,431) and indicates direct ownership for the reported securities; no additional indirect ownership details are provided in this filing.

Is the Form 4 filing by one or more reporting persons?

The filing is marked as a Form filed by one reporting person.