374Water CTO option grant: 500,000 options with two-year vesting

Rhea-AI Filing Summary

374Water Inc. (SCWO) reported an insider equity award. The company’s Chief Technology Officer received a grant of 500,000 stock options at an exercise price of $0.60 per share on October 9, 2025, as disclosed on a Form 4.

The options were awarded as a special retention incentive tied to continued service. Vesting occurs over two years: 50% on the first anniversary of the grant date and the remaining 50% on the second anniversary, subject to continued service. In the event of an involuntary termination without cause, all remaining unvested options will vest immediately. Each option is exercisable for one share of common stock upon vesting and expires ten years from the grant date unless earlier terminated under the grant agreement. Following the award, 500,000 derivative securities were beneficially owned directly.

Insights

Equity Compensation Analyst

Routine CTO option grant: 500,000 options at $0.60, two-year vest.

This filing records a standard equity compensation grant to the Chief Technology Officer of 374Water. The award covers 500,000 stock options with a $0.60 exercise price granted on October 9, 2025. The grant is structured as a retention incentive, which is typical for senior executives.

The vesting terms split evenly: 50% after one year and the balance after two years, contingent on continued service. The agreement includes acceleration upon involuntary termination without cause and a ten-year term from the grant date, both common features in executive option plans.

Because this is a single executive grant without broader financing or operational changes, the investment impact is neutral. Any effect depends on future vesting and exercise activity under the stated terms.

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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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^*

Melkote Rajesh Ramaswamy

(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)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2025

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

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
Stock options (right to buy)	$0.6	10/09/2025		A		500,000(1)		(1)	(1)	Common Stock	500,000(1)	$0	500,000	D

Explanation of Responses:

1. Represents stock options granted to the Reporting Person as a special retention incentive award in connection with his continued service as Chief Technology Officer of 374Water Inc. (the "Company"). 50% of the stock options vest and become exercisable on the first anniversary of the grant date and the remaining 50% of the stock options vest and become exercisable on the second anniversary of the grant date, subject to the Reporting Person's continuous service through each vesting date. In the event of an involuntary termination of the Reporting Person without cause, all remaining unvested stock options will vest and become exercisable immediately. Upon vesting, each stock option gives the Reporting Person the right to purchase one share of the Company's Common Stock at the exercise price. The stock options expire on the date which is ten years from the grant date, unless earlier terminated in accordance with the stock option grant agreement.

	/s/ Rajesh Melkote	10/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did 374Water (SCWO) disclose in this Form 4?

A grant of 500,000 stock options to the Chief Technology Officer at an exercise price of $0.60 per share on October 9, 2025.

What is the vesting schedule for the SCWO CTO’s options?

Vesting is 50% on the first anniversary of the grant date and 50% on the second anniversary, subject to continued service.

When do the options granted to the SCWO CTO expire?

They expire ten years from the grant date, unless earlier terminated under the stock option grant agreement.

What acceleration terms apply to the 374Water CTO’s option grant?

If the CTO is involuntarily terminated without cause, all remaining unvested options will vest and become exercisable immediately.

How many securities did the reporting person hold after the transaction?

Following the award, 500,000 derivative securities (stock options) were beneficially owned directly.

What does each option allow the SCWO CTO to purchase?

Upon vesting, each option entitles the holder to purchase one share of 374Water’s common stock at $0.60.