374Water (SCWO) Form 4/A: Meyers RSU Vesting and Outstanding Awards

Rhea-AI Filing Summary

Brad Ian Meyers, Chief Operating Officer of 374Water Inc. (SCWO), amended his Form 4 to report the treatment of restricted stock units (RSUs) granted under his employment agreement. The grant originally included a Time RSU for 115,500 shares and a Performance RSU for 115,500 shares. On 05/16/2025, 28,875 shares from the Time RSU vested and were reported as acquired at $0; the remaining Time RSU vests in equal monthly installments over the next 36 months subject to continued employment. As of 09/02/2025, 36,093 shares from the Time RSU were vested and 79,407 remained unvested. The Performance RSU vests only upon achievement of specified issuer milestones.

Positive

• Clear disclosure of RSU composition: Time RSU and Performance RSU each for 115,500 shares
• Partial vesting occurred: 28,875 Time RSU shares vested on 05/16/2025 and were acquired at $0
• Ongoing retention mechanism: remaining Time RSU vests monthly over 36 months, supporting executive continuity
• Performance RSU tied to milestones, aligning pay with company objectives

Negative

• None.

Insights

Compensation & Corporate Governance Analyst

TL;DR: Executive granted time- and performance-based RSUs, with a partial time-based vesting event already executed.

The amendment clarifies that the Time RSU portion was converted to actual common shares as vesting occurred and should now be reflected as direct beneficial ownership. The remaining Time RSUs continue to vest monthly over 36 months, reinforcing retention incentives. The Performance RSUs remain contingent on achievement of issuer-defined milestones, preserving pay-for-performance alignment. This filing is administrative in nature but important for cap table accuracy and executive incentive disclosure.

Securities Compliance Specialist

TL;DR: Amendment corrects reporting location of vested time-based RSUs and details outstanding unvested awards.

The Form 4/A moves the Time RSU from derivative reporting to non-derivative reporting after vesting and quantifies vested versus unvested amounts. It documents acquisition at $0 consistent with compensatory grants and notes that Performance RSUs remain subject to milestone conditions under the employment agreement. For disclosure and Section 16 compliance, this amendment clarifies the reporting of ownership changes and the nature of outstanding awards.

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^*

Meyers Brad Ian

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/22/2025

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 (restricted stock units)	05/16/2025		A		115,500(1)	A	$0	115,500	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
Restricted Stock Units	$0	05/16/2025		A		115,500(1)		(3)	(3)	Common Stock, $0.0001 par value	115,500	$0	115,500(2)	D

Explanation of Responses:

1. The Restricted Stock Units (the "RSU") reported herein were granted to the Reporting Person May 16, 2024 (the "Effective Date") pursuant to his Employment Agreement (the "Employment Agreement"). The RSU grants consisted of an RSU for 115,500 shares that vest over time (the "Time RSU") and an RSU for 115,500 shares that vest on the achievement of certain milestones (the "Performance RSU"). 28,875 of the shares subject to the Time RSU vested on May 16, 2025, and the remaining 86,625 shares vest in equal increments on the last day of every month thereafter over the following 36 months, subject to the Reporting Person's continued employment with the Issuer on each vesting date. As of September 2, 2025, 36,093 shares subject to the Time RSU were vested, and 79,407 shares are unvested.

2. On May 22, 2024, the Reporting Person filed a Form 4 that reported both the Time RSU and the Performance RSU in Table II. This amendment serves to remove the Time RSU from Table II and report it in Table I.

3. Under the Employment Agreement, the Reporting Person was granted the Performance RSU, that vest pursuant to certain milestones set forth by the Issuer.

	/s/ Brad Ian Meyers	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 RSU awards did SCWO COO Brad Meyers receive?

He received two RSU awards of 115,500 shares each: one Time RSU and one Performance RSU under his employment agreement.

How many shares vested from the Time RSU and when for SCWO?

28,875 shares vested on 05/16/2025; as of 09/02/2025, 36,093 shares of the Time RSU were vested.

How many Time RSU shares remain unvested for Brad Meyers at SCWO?

79,407 shares of the Time RSU remained unvested as of 09/02/2025 and vest monthly over the next 36 months subject to continued employment.

What are the vesting conditions for the Performance RSU reported by SCWO?

The Performance RSU vests only upon the achievement of certain issuer-defined milestones specified in the employment agreement.

How was the Time RSU reporting changed in the amendment?

The amendment moved the Time RSU from Table II (derivative) to Table I (non-derivative) to reflect that vested Time RSU shares were acquired and are now reported as common stock ownership.