374Water Inc SEC Filings

374Water Inc. (SCWO) called a Special Meeting to approve a reverse stock split of its common stock within a 1-for-8 to 1-for-20 range, at the board’s discretion, and to authorize potential adjournment if more time is needed to secure votes. The meeting will be held virtually on December 15, 2025 at 9:00 a.m. Eastern Time.

The company states the split is intended to help regain compliance with Nasdaq’s minimum bid price rule and support access to financing, including S-3 shelf eligibility and an ATM program. If approved, the board may effect the split by December 26, 2025, with fractional shares settled in cash based on the Nasdaq closing price on the effective date.

The action would not change authorized shares (1,000,000,000 common; 50,000,000 preferred) or par value, and is designed to leave percentage ownership and voting rights proportional, aside from fractional share treatment. Stockholders of record as of October 24, 2025 are entitled to vote; the board recommends voting “FOR” both proposals.

374Water (SCWO) filed an 8-K/A detailing final terms of General Counsel Peter Mandel’s transition. The Separation Agreement provides $150,000 cash severance over six months and $3,454.08 in COBRA-related payments over the same period, effective after the October 28, 2025 release date if not revoked.

Mr. Mandel is eligible for a pro‑rated 2025 cash bonus based on actual performance; if no determination is made by March 30, 2026, the bonus will be $80,000. Time‑based equity that would have vested through the first anniversary of the Consulting Period’s end will vest on the last day of that period; performance‑based equity is forfeited. Option exercise runs through one year after the Consulting Period. A Consulting Agreement effective October 9, 2025 pays $25,000 per month for an initial three months, with one‑month renewals.

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.

374Water (SCWO) disclosed insider share sales by a reporting person identified as a 10% owner. On 10/20/2025, the holder sold 13,330 shares of common stock at a weighted‑average price of $0.4208; on 10/21/2025, 284,394 shares at $0.4204; and on 10/22/2025, 32,791 shares at $0.4209.

After these transactions, the reporting person beneficially owned 32,646,843 shares, held directly. Each day’s sale was executed in multiple trades within stated price ranges: $0.4202–$0.4211, $0.420–$0.4208, and $0.4207–$0.4210, respectively.

374Water (SCWO) filed a Form 4 reporting sales by 10% owner Yaacov Nagar. On 10/16/2025, he sold 85,419 shares at a weighted-average price of $0.5126, leaving 33,109,038 shares beneficially owned directly. On 10/17/2025, he sold 131,680 shares at a weighted-average price of $0.423, with direct ownership at 32,977,358 shares after the reported transactions. The trades were executed in multiple lots within price ranges of $0.5108–$0.5140 and $0.4200–$0.4383.

374Water (SCWO) insider transaction: A reporting person filed a Form 4 disclosing open‑market sales of common stock on two dates. On 10/14/2025, they sold 700,000 shares at a weighted‑average price of $0.5163. On 10/15/2025, they sold 363,868 shares at a weighted‑average price of $0.5179.

Following these transactions, the reporting person beneficially owned 33,194,457 shares. The prices reflect weighted averages from multiple trades executed within disclosed intraday ranges.

374Water (SCWO) announced leadership changes and new equity awards. On October 8, 2025, Christian Gannon stepped down as President, Chief Executive Officer, and director, and Peter Mandel stepped down as General Counsel. The company said separation details will be filed in an amendment when finalized.

Stephen J. Jones was appointed Interim President and CEO effective October 8, 2025. A current director since April 14, 2025, Jones will continue on the Board and lead commercialization of the company’s super critical water oxidation technology and the search for a full-time CEO. Under an employment agreement dated October 7, 2025, Jones will receive a base salary of $1.00 and 4,500,000 stock options with an exercise price of $0.37, vesting in four tranches over 0/90/180/270 days from the vesting commencement date, with acceleration upon a change of control, the hiring of a full-time CEO, or termination other than for cause. The options have a 10-year term.

On October 9, 2025, the company granted options exercisable into 2,500,000 shares to executive officers, including 500,000 options each to the CFO and COO at an exercise price of $0.60, vesting 50% at one year and 50% at two years, with certain acceleration terms and a 10-year term.

374Water (SCWO) reported a Form 4 for its Chief Financial Officer, showing a grant of 500,000 stock options on 10/09/2025 at an exercise price of $0.6 per share. The filing lists 808,642 derivative securities beneficially owned after the transaction.

According to the award terms, 50% of the options vest on the first anniversary of the grant date and the remaining 50% vest on the second anniversary, subject to continued service. Unvested options fully vest upon an involuntary termination without cause. The options expire ten years from the grant date, unless terminated earlier under the grant agreement.

374Water Inc. (SCWO) reported a Form 4 showing its Chief Operating Officer received a grant of 500,000 stock options on 10/09/2025 at an exercise price of $0.60 per share.

According to the award terms, 50% of the options vest on the first anniversary of the grant date and the remaining 50% vest on the second anniversary, subject to continued service. The options have a 10-year term from the grant date, with acceleration upon involuntary termination without cause.

Following the transaction, the reporting person beneficially owned 731,000 derivative securities, held directly.