Major 374Water (SCWO) holder cuts direct stake via 1.44M-share trust transfers

Rhea-AI Filing Summary

374Water Inc. shareholder Yaacov Nagar filed Amendment No. 3 to his Schedule 13D to reflect a major change in his holdings. He now beneficially owns 1,771,263 shares of common stock, representing 10.16% of the company’s outstanding shares.

The percentage is based on 17,441,368 shares outstanding as of March 27, 2026, after a 1-for-10 reverse split effective December 26, 2025. The amendment was triggered by Nagar’s disposition of 1,440,000 shares through private, no‑consideration transfers to two irrevocable trusts created for the benefit of other individuals, where he is neither trustee nor beneficiary and has no voting or dispositive power.

Insights

Equity ownership and governance analyst

Nagar reduces direct control via gifts to irrevocable trusts while remaining a 10% holder.

Yaacov Nagar now reports beneficial ownership of 1,771,263 shares, or 10.16% of 374Water common stock, based on 17,441,368 shares outstanding as of March 27, 2026. This follows a 1,440,000-share disposition.

The filing explains that 720,000 shares were transferred to the independent trustee of the Future Water I irrevocable trust and 720,000 to the independent trustee of the Future Water II irrevocable trust. These transfers involved no consideration and are structured so Nagar is neither trustee nor beneficiary, with no voting or dispositive power.

This means the economic and voting influence over those 1,440,000 shares has shifted away from Nagar to the trusts’ independent trustees and beneficiaries. Future ownership reports for those shares, if any, would come from the appropriate reporting persons associated with the trusts, while Nagar continues to be a significant, but reduced, holder of the issuer.

Key Figures

Beneficially owned shares: 1,771,263 shares Ownership percentage: 10.16% Shares outstanding: 17,441,368 shares +4 more

7 metrics

Beneficially owned shares 1,771,263 shares Shares beneficially owned by Yaacov Nagar after transfers

Ownership percentage 10.16% Portion of 374Water common stock held by Nagar

Shares outstanding 17,441,368 shares Common stock outstanding as of March 27, 2026

Shares transferred to trusts 1,440,000 shares Total shares privately transferred to two irrevocable trusts

Transfer per trust 720,000 shares Shares transferred to each of Future Water I and Future Water II trusts

Reverse split ratio 1-for-10 Reverse split effective December 26, 2025

Event date April 30, 2026 Date of transfers requiring this Schedule 13D amendment

Key Terms

beneficially owned, sole Voting Power, sole Dispositive Power, irrevocable trust, +2 more

6 terms

beneficially owned financial

"for the number of shares of Common Stock and percentage of the Common Stock benefically owned by the Reporting Person."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 1,771,263.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole Dispositive Power financial

"9 | Sole Dispositive Power 1,771,263.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

irrevocable trust financial

"private transfers of the Shares to irrevocable trust created for the benefit of other individuals"

reverse split financial

"after giving effect to the Issuer's 1-for-10 reverse split that took effect on December 26, 2025."

A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.

Schedule 13 D/A regulatory

"Since the filing the Schedule 13 D/A on January 23, 2026, there have been no transactions"

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)

88583P203

(CUSIP Number)

Yaacov Nagar
600 Park Offices Dr., Suite 300
Durham, NC, 27713
(919) 672-3095

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

04/30/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 88583P203

1

Name of reporting person

Yaacov Nagar

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 1,771,263.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,771,263.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,771,263.00

12

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

13

Percent of class represented by amount in Row (11)

10.16 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The percentage is based on 17,441,368 share of the Issuer's common stock outstanding as of March 27, 2026, as reported in the Issuer's fiscal year ended December 31, 2025, on form 10-K filed on March 30, 2026, after giving effect to the Issuer's 1-for-10 reverse 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 The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (this "Amendment No. 3"). This Amendment No. 3 was required as the result of dispossition of 1,440,000 Shares by the Reporting Person to irrevocable trust created for the benefit of other individuals and amends the Schedule 13D as specifically set forth herein.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover page of this Schedule 13D/A for the number of shares of Common Stock and percentage of the Common Stock benefically owned by the Reporting Person. The percentage is based on 17,441,368 shares of the Issuer's common stock outstanding as of March 27, 2026, as reported in the Issuer's fiscal year report ended December 31, 2025, on form 10-K filed on March 30, 2026.
(b)	See rows (7) through (10) of the cover page to this Schedule 13D/A for the number of shares of Common Stock the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	Since the filing the Schedule 13 D/A on January 23, 2026, there have been no transactions in the Shares by the Reporting Person during the past 90 days in the open market: The Reporting Person has effected the following transactions in the Common Stock, which occurred through private transfers of the Shares to irrevocable trust created for the benefit of other individuals and did not involve any consideration. On April 30, 2026, the Reporting Person trasferred 720,000 Shares to the independent trustee of the Future Water I irrevocable trust, and another 720,000 Shares to the independent trustee of the Future Water II irrevocable trust. The Reporting Person is neither a beneficiary nor trustee of either irrevocable trust. As such, the Reporting Person has no power to voter or transfer the Shares.

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.

Yaacov Nagar

Signature:	/s/ Yaacov Nagar
Name/Title:	Yaacov Nagar
Date:	04/30/2026