374Water (SCWO) shareholders end 13D group and file exit amendment

Rhea-AI Filing Summary

374Water Inc. investors file Amendment No. 3 to a Schedule 13D to report that their prior Section 13(d) “group” has been dissolved. The filing is characterized as an exit filing for the reporting persons.

Individually, Richard H. Davis reports beneficial ownership of 407,432 shares, or 2.4% of the common stock, and Bryce Allan Johnson reports 410,086 shares, also 2.4%. Other reporting persons each hold between 0.1% and 1.2% of the class. All percentages are based on 16,924,880 shares outstanding as of October 24, 2025, after a 1‑for‑10 reverse stock split effective December 26, 2025.

The amendment notes that Yaacov (Kobe) Nagar left the group on January 22, 2026, and that the issuer appointed Stephen H. McKnight to the board effective February 9, 2026 pursuant to an agreement between the issuer and Mr. Nagar. Each remaining reporting person has determined they are no longer acting as a group.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

374Water Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

Robert B. Macaulay
Carlton Fields, P.A., 700 NW 1st Avenue
Miami, FL, 3313
(305) 530-0050

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/22/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Richard H. Davis

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 390,379.00
8	Shared Voting Power 17,053.00
9	Sole Dispositive Power 390,379.00
10	Shared Dispositive Power 17,053.00

11

Aggregate amount beneficially owned by each reporting person

407,432.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

_________________ (1) The percentage is based on 16,924,880 shares of the Issuer's common stock outstanding as of October 24, 2025, as reported in the Issuer's definitive proxy statement on Schedule 14A filed on November 3, 2025, after giving effect to the Issuer's 1-for-10 reverse stock split that took effect on December 26, 2025. (2) For rows 7 and 9, shares reported consist of 114,379 shares of common stock, 6,000 shares issuable upon the exercise outstanding warrants exercisable within 60 days, and options to purchase 270,000 shares of common stock that are either exercisable or will become exercisable within 60 days. (3) For rows 8 and 10, shares reported consist of 16,053 shares held by the reporting person's spouse and 1,000 shares held by Darby Shore Management Inc., a Florida corporation of which the reporting person is an officer, director, and 25% shareholder and may be deemed to have voting and investment power over the shares held by such corporation.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Stephen H. McKnight

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 196,000.00
8	Shared Voting Power 7,500.00
9	Sole Dispositive Power 196,000.00
10	Shared Dispositive Power 7,500.00

11

Aggregate amount beneficially owned by each reporting person

203,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

_________________ (1) The percentage is based on 16,924,880 shares of the Issuer's common stock outstanding as of October 24, 2025, as reported in the Issuer's definitive proxy statement on Schedule 14A filed on November 3, 2025, after giving effect to the Issuer's 1-for-10 reverse stock split that took effect on December 26, 2025. (2) Shares beneficially owned include (i) 12,000 shares issuable upon the exercise of warrants exercisable within 60 days; (ii) 1,500 shares held by the Stephen H. McKnight Revocable Trust, of which the reporting person is the sole trustee; and (iii) 7,500 shares held by the reporting person's adult daughter and over which the reporting person has shared voting and dispositive power. The shares references in clause (iii) had been omitted from prior filings inadvertently.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Robert F. Ehrman Declaration of Trust as Amended and Restated on 10/6/2022

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 70,867.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 70,867.00

11

Aggregate amount beneficially owned by each reporting person

70,867.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

_________________ (1) The percentage is based on 16,924,880 shares of the Issuer's common stock outstanding as of October 24, 2025, as reported in the Issuer's definitive proxy statement on Schedule 14A filed on November 3, 2025, after giving effect to the Issuer's 1-for-10 reverse stock split that took effect on December 26, 2025.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

William R. Greenfield

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 15,000.00
8	Shared Voting Power 28,834.00
9	Sole Dispositive Power 15,000.00
10	Shared Dispositive Power 28,834.00

11

Aggregate amount beneficially owned by each reporting person

43,834.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

_________________ (1) The percentage is based on 16,924,880 shares of the Issuer's common stock outstanding as of October 24, 2025, as reported in the Issuer's definitive proxy statement on Schedule 14A filed on November 3, 2025, after giving effect to the Issuer's 1-for-10 reverse stock split that took effect on December 26, 2025. (2) The 28,834 shares are held by the Greenfield Irrevocable Family Trust, of which Mr. Greenfield's wife, Margaret Greenfield, is the sole trustee and beneficiary.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Bryce Allan Johnson

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 410,086.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 410,086.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

410,086.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

_________________ (1) The percentage is based on 16,924,880 shares of the Issuer's common stock outstanding as of October 24, 2025, as reported in the Issuer's definitive proxy statement on Schedule 14A filed on November 3, 2025, after giving effect to the Issuer's 1-for-10 reverse stock split that took effect on December 26, 2025.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Ligi Investments LLLP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 48,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 48,000.00

11

Aggregate amount beneficially owned by each reporting person

48,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

_________________ (1) The percentage is based on 16,924,880 shares of the Issuer's common stock outstanding as of October 24, 2025, as reported in the Issuer's definitive proxy statement on Schedule 14A filed on November 3, 2025, after giving effect to the Issuer's 1-for-10 reverse stock split that took effect on December 26, 2025. (2) Jennifer P. Ligeti is the Manager of General Partner of Ligi Investments LLLP and has voting and investment power over the shares owned thereby.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Kevin J. Lockwood

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 101,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 101,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

101,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

_________________ (1) The percentage is based on 16,924,880 shares of the Issuer's common stock outstanding as of October 24, 2025, as reported in the Issuer's definitive proxy statement on Schedule 14A filed on November 3, 2025, after giving effect to the Issuer's 1-for-10 reverse stock split that took effect on December 26, 2025.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

John McClure

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 41,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 41,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

41,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

_________________ (1) The percentage is based on 16,924,880 shares of the Issuer's common stock outstanding as of October 24, 2025, as reported in the Issuer's definitive proxy statement on Schedule 14A filed on November 3, 2025, after giving effect to the Issuer's 1-for-10 reverse stock split that took effect on December 26, 2025. (2) Shares beneficially owned include 6,500 shares held by the Georgia Marie McClure Revocable Trust dated 12/20/1996, of which the reporting person is the sole trustee.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Stephen H. McKnight Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 86,043.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 86,043.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

86,043.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The percentage is based on 16,924,880 shares of the Issuer's common stock outstanding as of October 24, 2025, as reported in the Issuer's definitive proxy statement on Schedule 14A filed on November 3, 2025, after giving effect to the Issuer's 1-for-10 reverse stock split that took effect on December 26, 2025.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Christopher L. Tucker

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 17,964.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 17,964.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

17,964.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The percentage is based on 16,924,880 shares of the Issuer's common stock outstanding as of October 24, 2025, as reported in the Issuer's definitive proxy statement on Schedule 14A filed on November 3, 2025, after giving effect to the Issuer's 1-for-10 reverse stock split that took effect on December 26, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value per share
(b)	Name of Issuer: 374Water Inc.
(c)	Address of Issuer's Principal Executive Offices: 100 Southcenter Court, Suite 200, Morrisville, NORTH CAROLINA , 27560.
Item 1 Comment: Explanatory Note This Amendment No. 3 to the statement on beneficial ownership on Schedule 13D (this "Amendment No. 3") amends and supplements the information set forth in the Statement on Schedule 13D filed by the Reporting Persons with the SEC on December 12, 2025 (the "Original Schedule 13D"), as amended by Amendment No. 1 thereto filed on December 16, 2026 and Amendment No. 2 thereto filed on January 5, 2026 (as amended, the "Schedule 13D"). This Amendment No. 3 is being filed to reflect (i) the departure of Yaacov (Kobe) Nagar from the "group," as that term is used in Section 13(d) of the Exchange Act and the rules thereunder, on January 22, 2026 as reported in the amendment to Mr. Nagar's Schedule 13D filed on January 26, 2026, and (ii) dissolution of the "group," as that term is used in Section 13(d) of the Exchange Act and the rules thereunder, among the Reporting Persons on February 8, 2026. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Original Schedule 13D. This Amendment No. 3 constitutes an "exit filing" for each of the Reporting Persons except for Mr. Nagar, who has filed an amendment to his own Schedule 13D on January 26, 2026. This Amendment No. 3 is being filed late due to delays encountered with the enrollment and account authorization within the SEC's EDGAR Next System.
Item 2.	Identity and Background
(a)	Item 2 of the Schedule 13D is hereby amended and supplemented as follows: The Reporting Persons reported on Amendment No. 2 to the Schedule 13D filed on January 5, 2026 are no longer deemed to be a "group," as that term is used in Section 13(d) of the Exchange Act and the rules thereunder.
Item 3.	Source and Amount of Funds or Other Consideration
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: As disclosed in Amendment No. 2 to the Schedule 13D filed by Yaacov (Kobe) Nagar on January 23, 2026, Mr. Nagar was no longer a member of the group as of January 22, 2026. On February 8, 2026, the Issuer appointed Mr. McKnight to the Board, effective February 9, 2026, to fill the vacancy created by the resignation of James Vanderhider from the Board. Mr. Vanderhider's resignation and Mr. McKnight's appointment were made in accordance with the Agreement between Mr. Nagar and the Issuer. Mr. McKnight is the third candidate that was mutually acceptable to both the Issuer and Mr. Nagar pursuant to the terms of the Agreement. Accordingly, the Reporting Persons have each determined independently that they are no longer deemed to be acting as a "group," as that term is used in Section 13(d) of the Exchange Act and the rules thereunder.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is amended and restated as follows: (a) As a result of the developments between the Reporting Persons and the Issuer, as discussed under Item 4, the Reporting Persons are no longer deemed to be a "group," as that term is used in Section 13(d) of the Exchange Act and the rules thereunder.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 7.	Material to be Filed as Exhibits.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Richard H. Davis

Signature:	/s/ Richard H. Davis
Name/Title:	Richard H. Davis
Date:	03/05/2026

Stephen H. McKnight

Signature:	/s/ Stephen H. McKnight
Name/Title:	Stephen H. McKnight
Date:	03/05/2026

Robert F. Ehrman Declaration of Trust as Amended and Restated on 10/6/2022

Signature:	/s/ Marlys A. Ehrman
Name/Title:	Marlys A. Ehrman, Trustee
Date:	03/11/2026

William R. Greenfield

Signature:	/s/ William R. Greenfield
Name/Title:	William R. Greenfield
Date:	03/09/2026

Bryce Allan Johnson

Signature:	/s/ Bryce Allan Johnson
Name/Title:	Bryce Allan Johnson
Date:	03/11/2026

Ligi Investments LLLP

Signature:	/s/ Jennifer Ligeti
Name/Title:	Jennifer Ligeti, Manager
Date:	03/09/2026

Kevin J. Lockwood

Signature:	/s/ Kevin J. Lockwood
Name/Title:	Kevin J. Lockwood
Date:	03/05/2026

John McClure

Signature:	/s/ John McClure
Name/Title:	John McClure
Date:	03/09/2026

Stephen H. McKnight Jr.

Signature:	/s/ Stephen H. McKnight Jr.
Name/Title:	Stephen H. McKnight Jr.
Date:	03/11/2026

Christopher L. Tucker

Signature:	/s/ Christopher L. Tucker
Name/Title:	Christopher L. Tucker
Date:	03/06/2026

FAQ

What is the main purpose of 374Water (SCWO) Schedule 13D/A Amendment No. 3?

Amendment No. 3 reports that earlier coordinated shareholders are no longer treated as a Section 13(d) “group.” It updates beneficial ownership information and serves as an exit filing for each reporting person other than Yaacov Nagar, who amended his own separate filing earlier.

How much of 374Water (SCWO) does Richard H. Davis report owning in this amendment?

Richard H. Davis reports beneficial ownership of 407,432 shares of 374Water common stock, representing 2.4% of the class. This includes common stock, warrants exercisable within 60 days, and options that are exercisable or will become exercisable within 60 days, as described in the footnotes.

Which 374Water (SCWO) investor has the largest reported stake in this Schedule 13D/A?

Bryce Allan Johnson reports beneficial ownership of 410,086 shares of 374Water common stock, representing 2.4% of the outstanding shares. This is the largest individual stake among the listed reporting persons in Amendment No. 3, based on the disclosed ownership table and percentages.

What share count and reverse split are used to calculate ownership percentages for 374Water (SCWO)?

All ownership percentages are calculated using 16,924,880 shares of 374Water common stock outstanding as of October 24, 2025. This figure reflects a 1‑for‑10 reverse stock split that took effect on December 26, 2025, as referenced repeatedly in the ownership footnotes.

What board change at 374Water (SCWO) is disclosed in this Schedule 13D/A amendment?

The amendment states that 374Water appointed Stephen H. McKnight to its board effective February 9, 2026. He fills the vacancy created by James Vanderhider’s resignation, with both actions taken in accordance with an agreement between the issuer and Yaacov (Kobe) Nagar.

Why is this 374Water (SCWO) Schedule 13D/A described as an exit filing?

The document explains that the reporting persons are no longer deemed to be acting as a Section 13(d) “group.” Because their coordinated status has ended, Amendment No. 3 is characterized as an exit filing for each reporting person, except Mr. Nagar, who filed separately earlier.