374Water Insider Amends Form 4, Confirms 51.6K Share Sale

Rhea-AI Filing Summary

374Water Inc. (SCWO) – Amended Form 4 filing

The filing corrects a previously reported insider transaction by 10% owner Yaacov Nagar. On 18 June 2025 Mr. Nagar sold 51,598 common shares in open-market transactions at a weighted-average price of $0.402 per share (individual trade prices ranged from $0.400 to $0.402). The amendment clarifies that the earlier Form 4 overstated the disposition as 57,650 shares.

Following this sale, the insider’s direct beneficial ownership stands at 36,181,237 common shares. No derivative securities were reported, and there were no purchases. The transaction represents approximately 0.14 % of Mr. Nagar’s post-transaction holdings, implying a modest change in ownership.

No other changes to ownership structure, executive roles, or company operations were disclosed in the filing.

Positive

• None.

Negative

• Insider disposition: 51,598 common shares were sold by a 10 % owner, indicating a slight reduction in insider ownership.

Insights

Financial Analyst

TL;DR: Minor amended insider sale; limited impact on SCWO valuation.

The amendment merely corrects the quantity of shares sold by a 10 % owner from 57,650 to 51,598. The cash value (~$21k) and the fractional reduction in stake (≈0.14 %) are small relative to the insider’s 36.2 million-share position and SCWO’s float. No new information on company fundamentals, guidance, or strategic actions appears. Consequently, the disclosure is informational, with negligible financial or governance ramifications for shareholders.

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^*

Nagar Yaacov

(Last) (First) (Middle)

600 PARK OFFICES DR.

SUITE 300

(Street)

DURHAM NC 27709

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/18/2025

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	06/18/2025		S		51,598(2)	D	$0.402(1)	36,181,237	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. This transaction was executed in multiple trades at prices ranging from $0.400 to $0.402 The price set forth above reflects the weighted-average price per share. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

2. This Form 4 amends the Form 4 filed on 6/18/2025 to correct the amount of common stock sold. The number of common stock sold was inadvertently reported as 57,650 shares; the correct amount of common stock sold was 51,598.

	/s/ YAACOV NAGAR	06/24/2025
	** 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 change does the amended Form 4 report for 374Water (SCWO)?

The amendment corrects the number of shares sold by insider Yaacov Nagar to 51,598 common shares.

When did the insider sale of SCWO shares occur?

The sale took place on 18 June 2025.

At what price were the SCWO shares sold?

The weighted-average sale price was $0.402 per share, with trades between $0.400 and $0.402.

How many SCWO shares does the insider own after the sale?

Yaacov Nagar now directly owns 36,181,237 common shares.

Does the filing disclose any derivative transactions?

No. Table II shows no derivative securities acquired or disposed of.