SEC Form PRE 14A filed by 374Water Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A 

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Check the appropriate box:

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

Dated April 18, 2025

374Water Inc.

100 Southcenter Court, Suite 200

Morrisville, North Carolina 27560

(440) 601-9677

[●], 2025

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of 374Water Inc. to be held as a virtual-only meeting at 10:00 a.m., Eastern Time, on June 11, 2025. You will not be able to attend the Annual Meeting in-person. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting https://agm.issuerdirect.com/scwo-2025.

We are distributing our proxy materials to certain stockholders via the Internet under the U.S. Securities and Exchange Commission “Notice and Access” rules. We believe this approach allows us to provide stockholders with a timely and convenient way to receive proxy materials and vote, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) beginning on or about [●], 2025, rather than a paper copy of the Proxy Statement, the proxy card and our 2024 Annual Report, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2024. The Notice of Internet Availability contains instructions on how to access the proxy materials, vote and obtain, if desired, a paper copy of the proxy materials.

Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to be present at the Annual Meeting, after receiving the Notice of Internet Availability please vote as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. As an alternative to voting online during the Annual Meeting, you may vote via the Internet, by telephone, or by signing, dating and returning the proxy card that is mailed to those that request paper copies of the Proxy Statement and the other proxy materials. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the meeting and vote online during the Annual Meeting. Failure to do so may result in your shares not being eligible to be voted by proxy at the meeting.

On behalf of the Board of Directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the meeting.

Thank you for your support of our company. I look forward to seeing you at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON JUNE 11, 2025:

Our official Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy Card and

2024 Annual Report to Stockholders are available at:

www.proxyvote.com

374WATER INC.

100 Southcenter Court, Suite 200

Morrisville, North Carolina 27560

(440) 601-9677

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 11, 2025

Time and Location

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of 374Water Inc., a Delaware corporation (the “Company”), will be held as a virtual-only meeting on June 11, 2025, at 10:00 a.m. Eastern Time. You will not be able to attend the Annual Meeting in-person. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting https://agm.issuerdirect.com/scwo-2025.

Items of Business

We will consider and act on the following items of business at the Annual Meeting:

Stockholders are referred to the proxy statement accompanying this notice (the “Proxy Statement”) for more detailed information with respect to the matters to be considered at the Annual Meeting. After careful consideration, the Board of Directors recommends a vote “FOR” the election of each of the nominees as directors (Proposal 1); and “FOR” each of Proposals 2, 3 and 4.

Adjournments and Postponements

Any action on the items of business described in this Notice may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Record Date

The Board of Directors has fixed the close of business on April 21, 2025, as the record date (the “Record Date”) for the Annual Meeting. A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for inspection at the office of the Company during regular business hours for the ten (10) calendar days prior to and during the Annual Meeting.

Notice of Internet Availability

We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) beginning on or about [●], 2025, which will include instructions about how to access the Proxy Statement, the proxy card and our 2024 Annual Report, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2024.

* * * * *

YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.

If your shares are registered in your name, even if you plan to attend the Annual Meeting or any postponement or adjournment of the Annual Meeting, we request that you vote by telephone, over the Internet, or complete, date, sign and mail the enclosed form of proxy in accordance with the instructions set out in the proxy card and in the Proxy Statement to ensure that your shares will be represented at the Annual Meeting.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Annual Meeting and vote online during the Annual Meeting. Failure to do so may result in your shares not being eligible to be voted by proxy at the Annual Meeting.

[●], 2025

TABLE OF CONTENTS

374WATER INC.

100 Southcenter Court, Suite 200

Morrisville, North Carolina 27560

(440) 601-9677

PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 11, 2025

Unless the context otherwise requires, references in this Proxy Statement to “we,” “us,” “our,” “the Company,” or “374Water” refer to 374Water Inc., a Delaware corporation, and its consolidated subsidiaries as a whole. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our common stock, par value $0.0001 per share ("Common Stock"), each of whom is entitled to vote at the 2025 annual meeting of stockholders of the Company (the “Annual Meeting”).

The accompanying proxy is solicited by the Board of Directors (the “Board”) on behalf of 374Water to be voted at the Annual Meeting, which will be held as a virtual-only meeting, on June 11, 2025, at 10:00 a.m. Eastern Time, and at any adjournment(s) or postponement(s) of the Annual Meeting. Additional information, including the items of business to be considered and acted on at the Annual Meeting is set forth in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”). This Proxy Statement and accompanying form of proxy are dated [●], 2025 and are expected to be first sent or given to stockholders on or about [●], 2025.

The executive offices of the Company are located at and the mailing address of the Company is, 100 Southcenter Court, Suite 200, Morrisville, NC 27560.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 11, 2025:

As permitted by the “Notice and Access” rules of the U.S. Securities and Exchange Commission (the “SEC”), we are making this Proxy Statement, the proxy card and our Annual Report available to stockholders electronically via the Internet at the following website: www.proxyvote.com.

On or about [●], 2025, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) that contains instructions on how stockholders may access and review all of the proxy materials and how to vote. Also on or about [●], 2025, we began mailing printed copies of the proxy materials to stockholders that previously requested printed copies. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.

ABOUT THE ANNUAL MEETING

What is included in the proxy materials?

The proxy materials include:

What is a proxy?

A proxy is another person that you legally designate to vote your stock. If you designate someone as your proxy in a written document, that document is also called a “proxy” or a “proxy card.” If you are a “street name” holder, you must obtain a proxy from your broker or nominee in order to vote your shares online during the Annual Meeting.

What is a proxy statement?

A proxy statement is a document that regulations of the SEC require that we give to you when we ask you to sign a proxy card to vote your stock at the Annual Meeting. The information in this Proxy Statement relates to the items of business to be voted on at the Annual Meeting, the voting process, the compensation of our directors and executive officers, information about our corporate governance, and certain other required information that may be deemed important for stockholders.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy materials?

We are using the SEC’s Notice and Access model (“Notice and Access”), which allows us to deliver proxy materials over the Internet, as the primary means of furnishing proxy materials. We believe Notice and Access provides stockholders with a convenient method to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. On or about [●], 2025, we began mailing to stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials on the Internet and how to vote online. The Notice of Internet Availability is not a proxy card and cannot be used to vote your shares. If you received a Notice of Internet Availability this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the Notice of Internet Availability. The Notice of Internet Availability includes instructions for accessing and reviewing all of the proxy materials online, and for submitting your proxy online. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

What is the purpose of the Annual Meeting?

At our Annual Meeting, stockholders will act upon the matters outlined in the Notice, which include the following2:0

What should I do if I receive more than one set of voting materials?

You may receive more than one Notice of Internet Availability (or, if you requested a printed copy of the proxy materials, this Proxy Statement and the proxy card) or voting instruction card. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a stockholder of record and hold shares in a brokerage account, you will receive a Notice of Internet Availability (or, if you requested a printed copy of the proxy materials, a proxy card) for shares held in your name and a voting instruction card for shares held in “street name.” Please follow the separate voting instructions that you received for your shares Common Stock held in each of your different accounts to ensure that all of your shares are voted.

What is the record date and what does it mean?

The record date to determine the stockholders entitled to notice of and to vote at the Annual Meeting is the close of business on April 21, 2025 (the “Record Date”). The Record Date is established by the Board as required by Delaware law. On the Record Date, [●] shares of Common Stock were issued and outstanding.

Who is entitled to vote at the Annual Meeting?

Our Common Stock is the only class of security entitled to vote at our Annual Meeting. Each holder of our Common Stockis entitled to one (1) vote for each share of Common Stock held as of the Record Date.

What are the voting rights of the stockholders?

Each holder of Common Stockis entitled to one vote per share of Common Stockon all matters to be acted upon at the Annual Meeting.

The presence, online during the Annual Meeting or by proxy, of the holders of a majority of the voting power of the issued and outstanding shares of stock entitled to vote at the Annual Meeting is necessary to constitute a quorum to transact business. If a quorum is not present or represented at the Annual Meeting, then either (i) the chairperson of the meeting or (ii) the stockholders entitled to vote thereat, present or represented by proxy, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.

What is the difference between a stockholder of record and a “street name” holder?

If your shares are registered directly in your name with Direct Transfer LLC, the Company’s stock transfer agent, you are considered the stockholder of record with respect to those shares. As a stockholder of record, the Notice of Internet Availability is sent directly to you by the Company, and you have the right to grant your voting proxy directly to the Company or to vote during the Annual Meeting.

If your shares are held in a stock brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” As a beneficial owner, the Notice of Internet Availability is forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions the nominee included in the mailing or by following such nominee’s instructions for voting. If you wish to vote online during the Annual Meeting, you will need to follow the instructions described in the response to the question, “How do I vote my shares?” below.

What is a broker non-vote?

Under applicable rules, brokers who hold stock on behalf of beneficial owners have the authority to vote on certain proposals when they have not received instructions from the beneficial owners. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item under the applicable rules and has not received voting instructions from the beneficial owner. In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to Proposals 1, 3, or 4 but does have discretionary authority to vote your shares with respect to Proposal 2. Therefore, if you do not provide voting instructions to your broker regarding Proposal 2, your broker will be permitted to exercise discretionary voting authority to vote your shares on such proposal.

How do I vote my shares?

If you are a record holder, you may vote your shares online during the Annual Meeting by visiting the virtual meeting site at https://agm.issuerdirect.com/scwo-2025, or by proxy. To vote by proxy, you may choose one of the following methods to vote your shares:

The proxy is fairly simple to complete, with specific instructions on the electronic ballot, telephone or card. By completing and submitting your proxy, you will direct the designated person (also known as a “proxy”) to vote your stock at the Annual Meeting in accordance with your instructions. The Board has appointed Christian Gannon to serve as proxy for the Annual Meeting.

Your proxy will be valid only if you complete and return it before the Annual Meeting. If you properly complete and transmit your proxy but do not provide voting instructions with respect to a proposal, then the designated proxy will vote your shares in accordance with the Board’s recommendation in the manner described under “What if I do not specify how I want my shares voted?” below with respect to each proposal as to which you provide no voting instructions.

Other than the items of business described in this Proxy Statement, we are not aware of and we do not anticipate any other business to be acted upon at the Annual Meeting. In the event any other matters are properly presented at the Annual Meeting in accordance with our Certificate of Incorporation, our Bylaws (“Bylaws”) and applicable state law, then the designated proxy will exercise its discretionary authority to vote your shares in accordance with applicable law and his or her judgment. If, for any reason, any of the nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by our Board.

If you hold your shares in “street name,” your bank, broker or other nominee should provide you with a voting instruction card along with the Company’s proxy solicitation materials. By completing the voting instruction card, you may direct your nominee how to vote your shares. If you fail to complete one or more of the voting instructions on the voting instruction card, then your nominee may be unable to vote your shares with respect to the proposal as to which you provided no voting instructions. See “What is a broker non-vote?” Alternatively, if you want to vote your shares online during the Annual Meeting, you must contact your nominee directly in order to obtain a proxy issued to you by your nominee holder. Note that a broker letter that identifies you as a stockholder is not the same as a nominee-issued proxy. If you fail to bring a nominee-issued proxy to the Annual Meeting, you will not be able to vote your nominee-held shares online during the Annual Meeting.

Who counts the votes?

All votes will be tabulated by the Company’s independent Inspector of Election who will act as the inspector of election appointed for the Annual Meeting. Each proposal will be tabulated separately.

Can I vote my shares directly at the Annual Meeting?

Yes. If you are a stockholder of record, you may vote your shares at the meeting by visiting the virtual meeting site at https://agm.issuerdirect.com/scwo-2025.

If you hold your shares in “street name,” you may vote your shares online at the Annual Meeting only if you obtain a proxy issued by your bank, broker or other nominee giving you the right to vote the shares directly at the Annual Meeting.

Even if you currently plan to attend the Annual Meeting, we recommend that you also return your proxy or voting instructions as described above so that your votes will be counted if you later decide not to attend the Annual Meeting or are unable to attend. Even if you return your proxy, if you attend the Annual Meeting and vote directly at the Annual Meeting, your proxy will be considered revoked and the votes you cast online during the Annual Meeting will supersede the votes cast pursuant to your proxy.

What are my choices when voting?

In the election of the nominees as directors (Proposal 1), with respect to each Director Nominee (as defined below), stockholders may vote for a Director Nominee or withhold their vote as to a Director Nominee. In each of the ratification of the independent registered public accounting firm (Proposal 2), the approval of certain amendments to the Company’s 2021 Equity Incentive Plan to (i) increase the amount of authorized Common Stock issuable under the 2021 Equity Incentive Plan by 12,150,000 shares and (ii) increase the individual non-employee director compensation limit to $300,000 in any calendar year (Proposal 3), and the approval and adoption of the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 200,000,000 shares to 1,000,000,000 shares (Proposal 4), stockholders may vote for the proposal, against the proposal, or abstain from voting on the proposal.

What are the Board’s recommendations on how I should vote my shares?

The Board recommends that you vote your shares as follows:

Proposal 1 – FOR the election of each of the nominees included in this Proxy Statement as directors. 

Proposal 2 – FOR the ratification of the appointment of the independent registered public accounting firm.

Proposal 3 – FOR the approval of certain amendments to the Company’s 2021 Equity Incentive Plan to (i) increase the amount of authorized Common Stock issuable under the 2021 Equity Incentive Plan by 12,150,000 shares and (ii) increase the individual non-employee director compensation limit to $300,000 in any calendar year.

Proposal 4 – FOR the approval and adoption of the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 200,000,000 shares to 1,000,000,000.

What if I do not specify how I want my shares voted?

If you are a record holder who returns a completed proxy that does not specify how you want to vote your shares on one or more proposals, the proxies will vote your shares for each proposal as to which you provide no voting instructions, and such shares will be voted in the following manner:

Proposal 1 – FOR the election of each of the nominees included in this Proxy Statement as directors. 

Proposal 2 – FOR the ratification of the appointment of the independent registered public accounting firm.

Proposal 3 – FOR the approval of certain amendments to the Company’s 2021 Equity Incentive Plan to (i) increase the amount of authorized Common Stock issuable under the 2021 Equity Incentive Plan by 12,150,000 shares and (ii) increase the individual non-employee director compensation limit to $300,000 in any calendar year.

Proposal 4 – FOR the approval and adoption of the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 200,000,000 shares to 1,000,000,000.

If you are a “street name” holder and do not provide voting instructions on one or more proposals, your bank, broker or other nominee may be unable to vote those shares, and they will count as “Broker Non-Votes.” See “What is a broker non-vote?” above.

Can I change or revoke my proxy and/or my vote?

Yes. If you are a record holder, you may revoke your proxy at any time by any of the following means:

If you are a “street name” holder, your bank, broker or other nominee should provide instructions explaining how you may change or revoke your voting instructions.

What votes are required to approve each proposal?

Assuming the presence of a quorum, with respect to Proposal 1, the plurality of the votes of the shares present virtually or represented by proxy and entitled to vote on the election of directors at the Annual Meeting is required for the election of the Director Nominees (i.e., the seven Director Nominees who receive the most votes will be elected).

Assuming the presence of a quorum, each of (A) the ratification of the independent registered public accounting firm (Proposal 2) and (B) the approval of certain amendments to the Company’s 2021 Equity Incentive Plan to (i) increase the amount of authorized Common Stock issuable under the 2021 Equity Incentive Plan by 12,150,000 shares and (ii) increase the non-employee individual director compensation limit to $300,000 in any calendar year (Proposal 3), and will require the affirmative vote of the holders of a majority of the shares of our voting securities represented virtually or by proxy at the Annual Meeting entitled to vote on each such proposal. The approval and adoption of the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 200,000,000 shares to 1,000,000,000 shares (Proposal 4) will require the affirmative vote of the majority of the total outstanding shares entitled to vote on such matter is required for approval. Abstentions and broker non-votes will have the same effect as if you voted against such proposal.

How are abstentions and broker non-votes treated?

Abstentions are included in the determination of the number of shares present at the Annual Meeting for determining a quorum at the meeting. Abstentions will have no effect with respect to the election of the nominees as directors (Proposal 1). Abstentions will have the same effect as a vote “AGAINST” with respect to (A) the ratification of the independent registered public accounting firm (Proposal 2), (B) the approval of certain amendments to the Company’s 2021 Equity Incentive Plan to (i) increase the amount of authorized Common Stock issuable under the 2021 Equity Incentive Plan by 12,150,000 shares and (ii) increase the individual non-employee director compensation limit to $300,000 in any calendar year (Proposal 3), and (C) the approval and adoption of the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 200,000,000 shares to 1,000,000,000 shares (Proposal 4).

Broker non-votes are included in the determination of the number of shares present at the Annual Meeting for determining a quorum at the meeting. Broker non-votes will have no effect upon any item of business included in this Proxy Statement, except for “routine” matters. At the Annual Meeting, we expect there to be two matters that are considered “routine”: (A) the proposal to ratify the appointment of the independent registered public accounting firm (Proposal 2) and (B) the approval and adoption of the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 200,000,000 shares to 1,000,000,000 shares (Proposal 4). For these two “routine” matters, a broker holding shares for a beneficial owner will have discretionary authority to vote those shares even in the absence of voting instructions from the beneficial owner. As such, we do not expect there to be any broker non-votes for either of these proposals. However, if there are any broker non-votes cast with respect to the approval and adoption of the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 200,000,000 shares to 1,000,000,000 shares (Proposal 4), such broker non-votes will have the same effect as a vote “AGAINST” such proposal.

Do I have any dissenters’ or appraisal rights with respect to any of the matters to be voted on at the Annual Meeting?

No. None of our stockholders has any dissenters’ or appraisal rights with respect to the matters to be voted on at the Annual Meeting.

Is cumulative voting permitted for the election of directors?

No, you may not cumulate your votes for the election of directors.

What are the solicitation expenses and who pays the cost of this proxy solicitation?

The Company is making this solicitation and we will pay all of the costs of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting proxies/votes. In connection with our Annual Meeting, we retained D.F. King & Co., Inc. (“D.F. King”), an independent proxy solicitation and advisory firm, to provide strategic advice and assist in soliciting proxies from certain stockholders on behalf of the Company. D.F. King may solicit proxies by telephone, e-mail or other electronic means of communication or in person. The Company has agreed to pay D.F. King a fee of up to $[•], plus additional fees and expenses, for these services. In addition, the Company has agreed to indemnify D.F. King and certain related persons against certain liabilities relating to or arising out of D.F. King’s performance for these services. All costs of soliciting votes in connection with the Proxy Statement have been, or will be, paid by the Company. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation material to the beneficial owners of Common Stock and collecting voting instructions. We will use D.F. King, and we may also use officers and employees of the Company, to ask for proxies, as described below.

Is this Proxy Statement the only way that proxies are being solicited?

No. In addition to the solicitation of proxies by use of the Notice of Internet Availability, D.F. King will and officers and employees of the Company may solicit the return of proxies, either by mail, telephone, telecopy, e-mail or through personal contact. D.F. King will receive compensation for their efforts, as described above. Our officers and employees will not receive additional compensation for their efforts but will be reimbursed for out-of-pocket expenses. Brokerage houses and other custodians, nominees and fiduciaries, in connection with shares of the Common Stock registered in their names, will be requested to forward solicitation material to the beneficial owners of shares of Common Stock.

Are there any other matters to be acted upon at the Annual Meeting?

Management does not intend to present any business at the Annual Meeting for a vote other than the matters set forth in these proxy materials, and, we are not aware of and we do not anticipate any other business to be presented by others to be acted upon at the Annual Meeting. In the event any other matters are properly presented at the Annual Meeting in accordance with our Certificate of Incorporation, our Bylaws and applicable state law, then the designated proxy will exercise its discretionary authority to vote your shares in accordance with applicable law and his or her judgment. If, for any reason, any of the nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by our Board.

Where can I find voting results?

We expect to publish the voting results in a current report on Form 8-K, which we expect to file with the SEC within four business days after the Annual Meeting.

How can I contact the Company’s transfer agent?

You can contact Direct Transfer LLC, the Company’s stock transfer agent, by writing to Direct Transfer LLC at One Glennwood Ave, Ste. 1001, Raleigh, NC 27603, by telephone at (919) 744-2722, or by email at [email protected] .

Who can help answer my questions?

The information provided above in this “Question and Answer” format is for your convenience only and is merely a summary of the information contained in this Proxy Statement. We urge you to carefully read this entire Proxy Statement, including the documents we refer to in this Proxy Statement. If you have any questions, or need additional materials, please feel free to contact our Chief Financial Officer, Russell Kline, at (440) 601-9677.

PROPOSAL 1: ELECTION OF DIRECTORS

Nominees for Election

The Board currently is comprised of seven directors. Our Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the following seven individuals to serve as directors (collectively, the “Director Nominees”):

* Independent Director

† Chair of the Board

The ages shown are as of the Record Date.

Six of the seven directors listed above currently serve on the Board. As part of our Board refreshment process, Richard H. Davis who currently serves on the Board was not renominated. We are appreciative of Mr. Davis’s many years of dedication and service to the Board and the Company. The other nominee, Mr. Pawloski, is not currently a member of the Board. Stephen Jones was appointed to the Board on April 14, 2025. Messrs. Jones and Pawloski were presented to the Nominating and Corporate Governance Committee for consideration as director nominees to the Nominating and Corporate Governance Committee by Spencer Stuart, a third-party director search firm retained by the Nominating and Corporate Governance Committee. 374Water did not pay any fees to any third parties to identify or evaluate or assist in identifying or evaluating potential nominees, except for the fees paid to Spencer Stuart. Unless otherwise specified, there are no arrangements between any Director Nominee and any other person pursuant to which such Director Nominee was selected as a Director Nominee. Except as otherwise described under “Certain Relationships and Related Transactions,” and the compensation paid to directors set forth in this proxy statement, there are no other related party transactions with respect to any Director Nominee that would be disclosable pursuant to Item 404 of Regulation S-K.

If elected, respectively, each of these nominees has indicated that he or she will be able to serve, and has agreed to do so, until our 2026 Annual Meeting of Stockholders or until successors have been duly elected and qualified. Our Board believes that all of our current directors, including the seven nominees for election, possess personal and professional integrity, good judgment, a high level of ability and business acumen.

If a quorum is present, the Director Nominees will be elected by a plurality of the votes of the shares present (virtually) or represented by proxy and entitled to vote on the election of directors at the Annual Meeting. Abstentions and broker non-votes have no effect on the vote of any Director Nominee. The seven Director Nominees receiving the highest number of affirmative votes will be elected directors of the Company. Shares of voting stock represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the seven nominees named below. If any Director Nominee is unable to serve or for good cause will not serve, then the proxy may use his discretionary authority to vote for a substitute candidate designated by the Board unless the Board chooses to reduce its size. Each Director Nominee has agreed to serve, if elected, and the Board has no reason to believe that any Director Nominee will be unable to serve.

The Board and the Nominating and Corporate Governance Committee continue to frequently evaluate the optimal size and composition of the Board to allow it to operate nimbly and efficiently, while maintaining new ideas, expertise, experience and diversity among its membership.

The biographies of the Director Nominees are as follows. The information with respect to principal occupation or employment, other affiliations and business experience was furnished to the Company by the respective Director Nominee.

Christian Gannon.

Mr. Gannon currently serves as Chief Executive Officer of 374Water, a position he has held since April 2024. Prior to 374Water, Mr. Gannon served as the Chief Executive Officer and President of National Fire and Safety, a fire and life safety services company that provides fire suppression, alarm/detection/access control and monitoring services, from December 2020 until November 2022. From February 2018 until November 2020, Mr. Gannon was the Chief Executive Officer and President of Energy Recovery, Inc. (Nasdaq: ERII), a clean technology company that designs and manufactures industrial fluid flow solutions for the global water, wastewater, energy and refrigeration markets, after previously serving as the company’s Chief Financial Officer from April 2015 to August 2018. Prior to joining Energy Recovery, from January 2009 until May 2015, Mr. Gannon was a Managing Director at Conway MacKenzie, a consulting and financial advisory firm, where he served as a restructuring advisor to the City of Detroit throughout its landmark $18 billion Chapter 9 bankruptcy. From June 2005 until December 2008, he served as a Principal and Vice President of Talon Equity Partners.

Mr. Gannon earned an MBA from The University of Chicago Booth School of Business and a B.S. in Engineering from The University of Michigan College of Engineering.

Board Qualifications:

Mr. Gannon brings over 25 years of domestic and international experience across all stages of the business cycle. He brings to the Board expertise in water, wastewater, and environmental technology sectors, as well as strong financial acumen and public company governance knowledge.  As such, Mr. Gannon’s knowledge, skills and subject matter expertise make him a significant asset to the Company’s Board.

Marc Deshusses.

Dr. Deshusses is a co-founder of 374Water and patent inventor of the supercritical water oxidation AirSCWO system. Mr. Deshusses currently serves as Director of Technology of 374Water, having previously served as the Chief Technology Officer of 374Water from inception in July 2018 until 2022. Dr. Deshusses is a professor of civil and environmental engineering at Duke University and has held such position since 2008. At Duke University, Dr. Deshusses has been the principal investigator for the supercritical water oxidation development project at Duke University since 2013. Prior to his professorship at Duke University, Dr. Deshusses was a professor of civil and environmental engineering and department chair at the University of California Riverside from 1994 to 2008.

Dr. Deshusses holds a Ph.D. in chemical engineering from the Swiss Federal Institute of Technology, Zurich (1994) and a BS in chemical engineering from the Swiss Federal Institute of Technology, Lausanne (1990).

Board Qualifications:

Dr. Deshusses is a world-renowned researcher in biofiltration, odor, and novel waste-to-energy technologies. As a co-founder of 374Water and inventor of the AirSCWO system, Dr. Deshusses has integral knowledge of and expertise in the technology that serves as the cornerstone of 374Water’s business enterprise. His experience in biofiltration and novel waste-to-energy technologies, as well as his work on water oxidation development (both at Duke University and during his time as Chief Technology Officer at 374Water) uniquely positions him as one of the foremost experts on the business and technology of the Company. As such, Dr. Deshusses’ knowledge, skills and subject matter expertise make him a significant asset to the Company’s Board.

Deanna Rene Estes.

Since September 2016, Ms. Estes has served as the Finance Manager of 10 Branch Management LLC, a private entity which governs the Jay and Renee Haladay Family Office, where she has established the mission, governance, policy, procedures, systems and reporting for the family offices which handles the investment and other affairs of five families.

Ms. Estes received her BA in Business Administration with a Major in Finance from Washington State University.

Board Qualifications:

For more than fifteen years, Ms. Estes has partnered with investors, entrepreneurs, financiers, developers, and operators to achieve economic success for ventures in multiple industries and, at times, extreme market conditions. Ms. Estes brings to the Board skills in risk management, strategic thinking, and business acumen. Her experience in the governance of the Renee Haladay Family Office has greatly benefited the Board’s governance oversight role at 374Water, particularly in Ms. Estes’ position as Chair of the Board. In that position, Ms. Estes oversaw and facilitated the successful transition of the leadership team of 374Water.

Stephen Jones

From March 2015 through October 2020, Mr. Jones was President, Chief Executive Officer and a director of Covanta Holding Corporation (formerly NYSE: CVA, now owned by private equity), a leading global provider of sustainable waste and energy solutions. Prior to joining Covanta in January 2015, Mr. Jones was employed from 1992 through September 2014 by Air Products and Chemicals, Inc. (“Air Products”), a global supplier of industrial gases and equipment. Mr. Jones held a variety of senior-level management positions at Air Products including in the company’s tonnage gases, equipment, energy and industrial chemicals businesses, culminating with his role as Air Products’ China president based at the company’s office in Shanghai. Mr. Jones is a director of Tronox Holdings plc, an industrial and chemical company (NYSE: TROX), and Chairman of the board of directors of Badger Infrastructure Solutions Ltd., a Canadian infrastructure solutions company specializing in nondestructive excavation services (TSE: BDGI). Mr. Jones also serves as a special advisor to the supervisory board of Hitachi Zosen Inova AG, a global cleantech company. Prior to joining Air Products in 1992, Mr. Jones practiced corporate law at Dechert LLP in Philadelphia, PA, primarily in the area of mergers and acquisitions.

Mr. Jones earned a Bachelor of Science degree in economics from Bloomsburg University of Pennsylvania, a Master of Business Administration with a concentration in finance from Temple University and a law degree from the University of Pennsylvania. In addition, he participated in the INSEAD Advanced Management Program in Fontainebleau, France. Mr. Jones is also a director of the Bloomsburg University Foundation.

Board Qualifications

Mr. Jones’ experience managing and growing domestic and international companies and his business acumen are valuable assets to the Board.

James Pawloski. Since September 2023, Mr. Pawloski has served as a senior advisor to Veolia North America (“Veolia”), an environmental solutions company. From July 2015 through September 2023, Mr. Pawloski held a variety of senior-level management positions at Veolia, most recently as the President and CEO of its regeneration and recovery solutions business.

Mr. Palowski earned a Bachelor of Science degree in chemical engineering from the University of Delaware and a Master of Business Administration from the University of Buffalo.

Board Qualifications

Mr. Pawloski’s experience and knowledge in waste, wastewater, and environmental solutions and his business acumen are valuable assets to the Board.

Buddie Joe (BJ) Penn. Since January 2013, Mr. Penn has served as the Chief Executive Officer of Genesis IV, an executive consulting firm, and Penn Construction Group, a design/build A&E firm, both headquartered in the Washington D.C. Metro area. Mr. Penn was Acting Secretary of the US Navy from March to May 2009, having previously been Assistant Secretary of the US Navy (Installations and Environment) since 2005. He began his career as a Naval Aviator and was named EA-6B Pilot of the Year in 1972. Throughout his distinguished career, significant leadership assignments included: Executive Officer/Commanding Officer VAQ 33, Battalion Officer at the US Naval Academy, Air Officer in USS America, Special Assistant to the Chief of Naval Operations, Commanding Officer of NAS North Island, CA, and Deputy Director of the Navy Office of Technology Transfer & Security Assistance. Mr. Penn left the Navy in 1995, joining Loral Corporation as Director of International Business. In 1996, Loral sold its defense electronics and system integration businesses to Lockheed Martin and Mr. Penn was assigned to Lockheed Martin’s Corporate Staff. Mr. Penn returned to the US Navy in 2001 as Director of Industrial Base Assessments.

Mr. Penn serves on the Secretary of Defense Policy Board and as Trustee Emeritus at The George Washington University. Mr. Penn also serves as the Chairman of the Board of Directors Spectra System Corporation, a London Stock Exchange listed company (SPSY) and on the Board of Directors of Healthcare Trust Inc., a Nasdaq listed company (HTIA).

Mr. Penn received his BS in Industrial Technology from Purdue University and his MS in Human Resource Management & Personnel Administration from The George Washington University.

Board Qualifications:

Mr. Penn brings to the Board extensive experience in working in and with the federal government, a key market for 374Water’s business, in particular with the United States Armed Forces. Mr. Penn has spent over three decades of his career in various positions relating to the US Navy. Mr. Penn is a valuable asset to the Board due to his expertise and experience in working with the federal government and armed forces, which are integral aspects of 374Water’s business.

James M. Vanderhider.

Since December 2018, Mr. Vanderhider has served as President of Aspen View GP, LLC, the general partner for his family limited partnerships. Previously, Mr. Vanderhider served as a Principal, Executive Vice President and Chief Financial Officer of EnerVest, Ltd. (“EnerVest”), an oil and natural gas company, from 1996 until 2018. He was responsible for building EnerVest’s private equity business and for the oversight of the institutional investments. In 2023, he joined Container Holdings, LLC (CH), a holding company for Equipment Management Services, LLC (EMS), as a managing member. EMS is a Texas-based business of CH providing shipping and storage container solutions to numerous industries.

Mr. Vanderhider currently serves as President of the Foundation of Goodwill Industries of Houston, a non-profit organization that provides education, training and job opportunities to people with disabilities and other barriers to employment. He also serves on the audit committee of Goodwill Industries of Houston. In 2019, he joined the Advisory Board of Midway Companies, a privately owned, multi-billion dollar fully integrated real estate development and investment firm based in Houston, Texas.

Mr. Vanderhider holds a BA of Business Administration degree in Accounting from Texas A&M University and is a Certified Public Accountant.

Board Qualifications:

Mr. Vanderhider has extensive experience in private equity and capital raising. During his tenure at EnerVest, he led initiatives for raising over $8 billion of private equity and over $12 billion of total institutional capital, securing over 150 institutional investors. Such investors included a diversified group of pension funds, endowments, foundations, family offices, insurance companies, fund of funds, international investors and other financial institutions. As a Certified Public Accountant, Mr. Vanderhider brings to the board valuable skills and expertise in financial literacy and accounting compliance. Mr. Vanderhider also qualifies as an audit committee financial expert, as defined in Item 407(d)(5)(ii) of Regulation S-K.

The Board recommends that you vote “FOR” each Director Nominee.

CORPORATE GOVERNANCE

374Water, with the oversight of the Board and its committees, operates within a comprehensive plan of corporate governance for the purpose of defining independence, assigning responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards. We regularly monitor developments in the area of corporate governance.

Code of Conduct and Ethics

We have adopted a Code of Conduct and Ethics that applies to our employees, officers and directors, including our principal financial officer and principal accounting officer. The Code of Conduct and Ethics addresses, among other things, conflicts of interest, protection and proper use of Company assets, political activities, compliance with laws, rules and regulations and the process for reporting violations of the Code of Conduct and Ethics, improper conflicts of interest or other violations. Our Code of Conduct and Ethics is available on our website at www.374water.com in the “Governance Documents” section found under the “Investors” tab. We intend to disclose any future amendments to certain provisions of the Code of Conduct and Ethics, or waivers of such provisions granted to executive officers and directors, on this website within four business days following the date of any such amendment or waiver.

Insider Trading and Hedging Policy

The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. The policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements. A copy of the Company’s insider trading policy is filed as an exhibit to the Company’s Annual Report on Form 10-K, which was filed with the SEC on March 28, 2025.

Pursuant to the Company’s insider trading policy, short sales of Company securities, including any hedging or monetization transactions (such as zero-cost collars and forward sale contracts) are prohibited. This prohibition applies to all employees, officers and directors of the Company.

Policy for the Recovery of Erroneously Awarded Compensation

As required by the listing standards adopted by Nasdaq as a result of SEC rulemaking, our Board adopted a Policy for the Recovery of Erroneously Awarded Compensation. The policy provides that the Company must promptly recover specified incentive-based compensation that is received by our Section 16 officers on or after December 1, 2023, regardless of fault or misconduct, upon specified accounting restatements of the Company’s financial statements that result in such persons receiving an amount that exceeds the amount that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid. There are limited exceptions to the recovery required as set forth in the listing standards. Incentive-based compensation is defined as any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. There will not be any duplicative recovery by the Company. As specified in the listing standards, the Company cannot insure or indemnify a Section 16 officer for recoveries under this policy.

The recovery period under this policy is three completed fiscal years preceding the earlier of (i) the date our Board, a committee of the Board or any officer of the Company authorized to take such action (if Board action is not required) concludes, or reasonably should have concluded, that an accounting restatement is required or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an accounting restatement. If applicable, the Company will provide the current or former Section 16 officer with a written notice containing the amount and a demand for repayment or return. If such repayment or return is not made when due, the policy provides that the Company will take all reasonable and appropriate actions to recover such erroneously awarded compensation from such person.

Board Composition; Board Leadership Structure

Our Certificate of Incorporation and our Bylaws provide that our Board will consist of at least one or more members. Such number of directors may be fixed from time to time by action of the stockholders or of the directors, or if the number is not fixed, the number shall be no greater than seven. Vacancies or newly created directorships resulting from an increase in the number of directors shall be filled by the affirmative vote of a majority of the remaining directors then in office, even if such remaining directors constitute less than a quorum, or by a sole remaining director.

Our Board conducts an annual assessment of its leadership structure to determine that the leadership structure is the most appropriate for us. The Chairperson of the Board and CEO positions may, but need not be, filled by the same individual. At this time, the offices of the Chairperson of the Board and the CEO are not combined. The Company believes that having a separation between the Chairperson of the Board and the CEO positions is currently in the best interests of the Company and its stockholders. Such a separation allows for more independence in decision-making by the Board and reduces the potential for actual or perceived conflicts of interest and unnecessary concentration of power into one individual. However, the needs of the Company may change over time, and there may circumstances in the future where the Company may determine that having a combined Chair and CEO position will better serve the Company at that time. If the positions ever were to be combined, our Board would appoint a lead independent director to coordinate the activities of the other independent directors and to perform such other duties and responsibilities as our Board may determine.

We have no formal policy regarding Board diversity. Our Board believes that each director should have a basic understanding of the principal operational and financial objectives and plans and strategies of the Company, our results of operations and financial condition and relative standing in relation to our competitors. We take into consideration the overall composition and diversity of the Board and areas of expertise that director nominees may be able to offer, including business experience, knowledge, abilities and customer relationships. Generally, we will strive to assemble a Board that brings to us a variety of perspectives and skills derived from business and professional experience as we may deem are in our and our stockholders’ best interests. In doing so, we will also consider candidates with appropriate non-business backgrounds.

Role of our Board in Risk Oversight

Our Board is responsible for the oversight of risk, including with respect to the Company’s enterprise risk management program, while management is responsible for the day-to-day management of risk. Our Board, directly and through its committees, carries out its oversight role by regularly reviewing and discussing with management the risks inherent in the operation of our business and applicable risk mitigation efforts. Management meets regularly to discuss the Company’s business strategies, challenges, risks and opportunities and reviews those items with the Board at regularly scheduled meetings.

The Compensation Committee is responsible for overseeing the management of risks relating to our compensation plans and arrangements, including whether the Company’s incentive compensation plans encourage excessive risk-taking.

The Audit Committee is responsible for overseeing our risk assessment and management processes related to, among other things, the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

The Nominating and Corporate Governance Committee is responsible for risk oversight associated with corporate governance practices and the composition of our Board and its committees.

Director Independence

Our Common Stock currently trades on The Nasdaq Capital Market under the symbol “SCWO”. Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors at all times (“Independent Director Requirement”), subject to certain cure periods in the event of any circumstance or development that may result in noncompliance with such Nasdaq rules. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and corporate governance and nominating committees be independent at all times. Additionally, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires certain additional independence requirements for directors who serve as members of a company’s audit committee.

Our Board has undertaken a review of the composition of our Board, our committees and the independence of each director. Based upon information requested from and provided by each director concerning their background, employment and affiliations, including family relationships, the Board has determined that each of Ms. Estes, Mr, Jones, Mr. Penn and Mr. Vanderhider is “independent” as that term is defined under applicable Nasdaq rules. Based upon information requested from and provided by Mr. Pawloski in the course of evaluating him as a potential candidate as a Director Nominee, including information concerning his background, employment and affiliations, including family relationships, the Board has determined that Mr. Pawloski is “independent” as that term is defined under applicable Nasdaq rules.

In making these determinations, the Board considered the current and prior relationships that each of Ms. Estes, Mr, Jones, Mr. Pawloski, Mr. Penn and Mr. Vanderhider with us and all other facts and circumstances the Board deemed relevant in determining his/her independence, including the beneficial ownership (if any) of capital stock by each of Ms. Estes, Mr. Jones, Mr. Pawloski, Mr. Penn and Mr. Vanderhider.

Due to the existing and ongoing relationships that each of Mr. Gannon, Mr. Davis and Mr. Deshusses has with the Company, each of them is not deemed to be an “independent” director on our Board.

As previously reported on our Current Report on Form 8-K filed on March 13, 2025, the Company had notified the Staff of Nasdaq that the Company no longer complied with Nasdaq’s Independent Director Requirement. On that same date, the Company received a letter from Nasdaq confirming the foregoing and providing the Company with a cure period to regain compliance with the Independent Director Requirement. On April 14, 2025, Mr. Jones was appointed to the Board, following a comprehensive process to identify and evaluate potential candidates. Effective as of Mr. Jones’ appointment to the Board and the determination that Mr. Jones “independent” as that term is defined under applicable Nasdaq rules, the Company has effectively cured the deficiency and regained compliance with the Independent Director Requirement.

Board Committees, Meetings and Attendance

Meetings and Attendance

We expect our directors to attend Board meetings, meetings of any committees and subcommittees on which they serve and each annual meeting of stockholders. During 2024, the Board held 20 meetings, including 10 regularly scheduled meetings and 10 special meetings. The Board also acted by written consent two times. During 2024, we had no incumbent director who attended fewer than 75% of the total number of meetings held by the Board and Board committees of which such director was a member.

In accordance with 374Water’s policy, each of our Board members is highly encouraged to attend the annual meeting. All Board members attended the 2024 annual meeting.

The Board delegates various responsibilities and authority to different Board committees. Committees regularly report on their activities and actions to the full Board. Currently, the Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Committee assignments are re-evaluated annually. Each of these committees operates under a charter that has been approved by our Board. During 2024:

The following table sets forth the membership of each of the Board committees listed above as of [●], 2025.

 †  Chairperson of the Board of Directors

※ Chair of the Committee

X  Member of the Committee

* Mr. Jones was appointed to the Board on April 14, 2025, and has yet not been appointed to any committee of the Board.

Audit Committee

Our Audit Committee is currently comprised of Ms. Estes, Mr. Penn and Mr. Vanderhider, each of whom our Board has determined is financially literate and qualifies as an independent director under Section 5605(a)(2) and Section 5605(c)(2) of the Nasdaq rules, as well as under Rule 10A-3 of the Exchange Act. Mr. Vanderhider is the Chairperson of our Audit Committee. Mr. Vanderhider and Ms. Estes each qualifies as an audit committee financial expert, as defined in Item 407(d)(5)(ii) of Regulation S-K.

Our Audit Committee has adopted a written Audit Committee charter, viewable at https://374water.com/investor-relations/corporate governance/, that provides that the functions of our Audit Committee include, among other things:

Compensation Committee

Our Compensation Committee is currently comprised of Ms. Estes and Mr. Vanderhider, each of whom our Board has determined (i) qualifies as an independent director under Section 5605(a)(2) of the Nasdaq rules and as a “non-employee director” for purposes of Section 16b-3 under the Exchange Act and (ii) does not have a material relationship with us that would affect his/her ability to be independent from management in connection with the duties of a Compensation Committee member, as described in Section 5605(d)(2) of the Nasdaq rules. Mr. Vanderhider is the Chairperson of our Compensation Committee.

Our Compensation Committee has adopted a written Compensation Committee charter, viewable at https://374water.com/investor-relations/corporate governance/, that provides that the functions of our Compensation Committee include, among other things:

The Compensation Committee charter also provides that the Compensation Committee shall have the sole authority to retain or obtain the advice of a compensation consultant, legal counsel or other advisor. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other advisor, the Compensation Committee will consider the factors specified in Nasdaq Listing Rule 5605(d)(3).

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is currently comprised of Ms. Estes and Mr. Penn, each of whom our Board has determined qualifies as an independent director under Section 5605(a)(2) of the Nasdaq rules. Mr. Penn is the Chairperson of our Nominating and Corporate Governance Committee.

Our Nominating and Corporate Governance Committee has adopted a written Nominating and Corporate Governance Committee charter, viewable at https://374water.com/investor-relations/corporate governance/, that provides that the functions of our Nominating and Corporate Governance Committee include, among other things:

Director Nominations

Our directors take a critical role in guiding our strategic direction and oversee the management of the Company. Our Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the shareholders, diversity, and personal integrity and judgment. In addition, directors must have time available to devote to our Board activities and to enhance their knowledge of our business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to our Company. Our Nominating Committee assists our Board in identifying qualified individuals to become board members, in determining the composition of the board and in monitoring the process to assess board effectiveness. 

Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating nominees for directors, and regularly evaluates the appropriate size, composition and mix of skills, experience and expertise of the Board, the ever-changing needs of the Board and the Company, and the qualifications of each incumbent director and potential candidates in light of such changing needs. The Nominating and Corporate Governance Committee considers all qualified candidates identified by members of the Board, by senior management and by stockholders, as well as any search firms that the Nominating and Corporate Governance Committee may engage from time to time. The Nominating and Corporate Governance Committee follows the same process and uses the same criteria for evaluating candidates proposed by stockholders, members of the Board, members of senior management and any search firms.

If a stockholder would like to recommend an individual as a potential candidate that the Nominating and Corporate Governance Committee should consider for nomination to the Board, the stockholder must submit his or her recommendation to our Secretary at our corporate offices at 100 Southcenter Court, Suite 200, Morrisville, North Carolina 27560. A stockholder’s recommendation must be accompanied by certain information with respect to stockholder nominees as specified, including among other things, the name, age, address and occupation of the recommended person, the proposing stockholder’s name and address, the ownership interests of the proposing stockholder and any beneficial owner on whose behalf the nomination is being made (including the number of shares beneficially owned, any hedging, derivative, short or other economic interests and any rights to vote any shares) and any material monetary or other relationships (currently or within the last three years) between the recommended person and the proposing stockholder and/or the beneficial owners, if any, on whose behalf the nomination is being made. For the avoidance of doubt, such recommendations are considered by the Nominating and Corporate Governance Committee as potential candidates that the Nominating and Corporate Governance Committee would then recommend to the Board for nomination to be elected at an annual meeting of stockholders as a nominee of the Company. Separately, 374Water’s Certificate of Incorporation and Bylaws permit stockholders to nominate their own director candidates for consideration at an annual meeting. More information about the process and deadlines for a stockholder to nominate their own director candidates can be found under “Submission of Future Stockholder Proposals.”  

The Nominating and Corporate Governance Committee will evaluate and recommend candidates to join the Board consistent with criteria established by the Board and in accordance with our Corporate Governance Guidelines. The Nominating and Corporate Governance Committee screens all candidates (including all recommended individuals for candidacy by stockholders, members of the Board and members of senior management) and evaluates their qualifications. Once decisions are made, the Nominating and Corporate Governance Committee recommends the selected candidates to the Board, which ultimately approvals the slate of director nominees to be included on the Company’s proxy statement for election at the annual meeting of stockholders.

In evaluating director nominees, the Nominating and Corporate Governance Committee considers the following factors:

Our Board believes that each director should have a basic understanding of our principal operational and financial objectives and plans and strategies, our results of operations and financial condition and our relative standing in relation to our competitors.

In identifying director nominees, the Board will first evaluate the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service will be considered for re-nomination.

If any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the Board will identify another nominee with the desired skills and experience described above. The Board takes into consideration the overall composition and diversity of the Board and areas of expertise that director nominees may be able to offer, including business experience, knowledge, abilities and customer relationships. Generally, the Board will strive to assemble a board of directors that brings to us a variety of perspectives and skills derived from business and professional experience as it may deem are in our and our stockholders’ best interests. In doing so, the Board will also consider candidates with appropriate non-business backgrounds.

During the fiscal year ended December 31, 2024, there were no material changes to the procedures by which our security holders may recommend nominees to our Board.

Communications with Directors

The Board welcomes communication from our stockholders. Stockholders and other interested parties who wish to communicate with a member or members of our Board or a committee thereof may do so by addressing correspondence to the Board, any individual member or members, or any committee, c/o Secretary, 374Water Inc. 100 Southcenter Court, Suite 200, Morrisville, North Carolina 27560. Our Secretary will review and forward correspondence to the appropriate person or persons.

All communications received as set forth in the preceding paragraph will be opened by our Secretary for the sole purpose of determining whether the contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or service or patently offensive material will be forwarded promptly to the addressee(s). In the case of communications to the Board, any individual or group or committee of directors, our Secretary will make sufficient copies of the contents to send to each director who is a member of the group or committee to whom the communication is addressed. If the amount of correspondence received through the foregoing process becomes excessive, our Board may consider approving a process for review, organization and screening of the correspondence by our Secretary or another appropriate person.

Involvement in Certain Legal Proceedings

There have been no material legal proceedings, now or any time in the past ten years, that would require disclosure under the federal securities laws that are material to an evaluation of the ability or integrity of our directors or executive officers, or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of our Common Stock, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of our subsidiaries or has a material interest adverse to the Company or any of our subsidiaries.

DIRECTOR COMPENSATION

374Water’s director compensation program is annually reviewed and evaluated by the Compensation Committee, which is responsible for considering and determining the form and amount of non-employee director compensation. Determinations are then recommended to the full Board, which ultimately approves non-employee director compensation every fiscal year. The Compensation Committee may engage compensation consultants to assist the Compensation Committee in benchmarking peer director compensation, providing recommendations based on market and industry trends on the amount and form of director compensation, and any other support that the Compensation Committee may deem necessary or appropriate to facilitate its evaluation of non-employee director compensation.

For the fiscal year ended December 31, 2024, the Compensation Committee did not retain any compensation consultant to provide support in the course of its review and assessment of the form and amount of non-employee director compensation to be paid. For the fiscal year ended December 31, 2024, the Compensation Committee determined that it would be in the best interests of the Company and the Company’s stockholders for non-employee director compensation to include a grant of 40,000 Restricted Stock Units. Such recommendation was presented to the Board and was approved.  

The table below sets forth the compensation of the members of our Board for the year ended December 31, 2024, other than Mr. Gannon, our Chief Executive Officer, who is also a member of our Board. The compensation of Mr. Gannon set forth below under the section titled “Executive Compensation—Summary Compensation Table.” The table below includes information regarding the compensation earned by or paid to Dr. Deshusses, who is an employee and a member of our Board.

¹ During the fiscal year ended December 31, 2024, each of Mr. Davis and Mr. Penn received $8,800 in consulting fees.

²  During the fiscal year ended December 31, 2024, Dr. Deshusses earned $60,000 in base salary for his service as an employee. He did not separately receive any compensation for his duties as a director on the Board.

³ Mr. Jones was appointed to the Board on April 14, 2025, and thus would not have been entitled to any compensation during fiscal year 2024.

⁴ Mr. Merrell resigned from our Board effective December 31, 2024.

⁵ Each of our non-employee directors was granted a fully vested restricted stock unit award for 40,000 shares of Common Stock on November 15, 2024. The amounts reflected in the “Stock Award” column are calculated based on the grant date fair value of such awards as calculated under the provisions of FASB ASC Topic 718. None of our non-employee directors or Dr. Deshusses held any unvested stock awards as of December 31, 2024.

⁶ As of December 31, 2024, the following directors held unexercised stock options: Ms. Estes: 20,000 shares, Mr. Penn: 20,000 shares; and Mr. Vanderhider; 20,000 shares.

Non-Employee Director Compensation for Fiscal Year 2025

For fiscal 2025, the Compensation Committee has not yet determined the compensation (either form or amount) for our non-employee members of the Board of Directors.

Indemnification of Directors and Officers

Our Certificate of Incorporation allows us to indemnify our present and former officers and directors and other personnel against liabilities and expenses arising from their service to the full extent permitted by Delaware law. The persons indemnified include our (i) present or former directors or officers, (ii) any person who while serving in any of the capacities referred to in clause (i) who served at our request as a director, officer, partner, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and (iii) any person nominated or designated by (or pursuant to authority granted by) our Board or any committee thereof to serve in any of the capacities referred to in clauses (i) or (ii).

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information about beneficial ownership of our Common Stock as of [●], 2025, (unless otherwise noted) by (i) each stockholder whom we know beneficially owns more than five percent of the Company’s Common Stock, including each stockholder who has indicated in public filings that the stockholder beneficially owns more than five percent of the Common Stock, (ii) each of the Company’s directors, director nominees for our Board and named executive officers, and (iii) all directors and executive officers as a group.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of the Common Stock subject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days after [●], 2025, are deemed outstanding, while the shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have, to our knowledge, sole voting and investment power with respect to all shares of the Common Stock held by them. Applicable percentage ownership is based on [●] shares of the Common Stock outstanding as of [●], 2025. The inclusion in the table above of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares. Beneficial ownership representing less than one percent is denoted with an asterisk. The information provided in the table is based on our records, information filed with the SEC, and information provided to us, except where otherwise noted.

Unless otherwise noted in the footnotes, the address of each beneficial owner listed in the table is c/o 374Water Inc. 100 Southcenter Court, Suite 200, Morrisville, North Carolina 27560.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In addition to the compensation arrangements with our directors and executive officers, including those discussed in the sections titled “Management” and “Executive Compensation,” the following is a description of each transaction that has been entered into or is still ongoing since January 1, 2024, as well as each currently proposed transaction, in each case in which:

Agreement with Merrell Bros.

On July 7, 2021, we entered into a manufacturing and services agreement (the “M&S Agreement”) to fabricate and manufacture the AirSCWO systems with Merrell Bros. Fabrication, LLC (“Merrell Bros.”). As part of the agreement, the Company appointed Terry Merrell, one of the owners of Merrell Bros., to its board of directors. On December 18, 2024, Mr. Merrell notified the Company of his intention to resign from the Company's Board of Directors effective December 31, 2024, to allow him to focus more on his core business responsibilities at Merrell Bros.  The M&S Agreement terminated on its original expiration date of July 7, 2024.  

During the year ended  December 31, 2024, we incurred $241,917 in expenses related to the M&A Agreement

Securities Purchase Agreement

On November 14, 2024, we entered into a Securities Purchase Agreement with certain investors, pursuant to which the Company agreed to issue and sell (i) an aggregate of 9,783,496 shares of Common Stock, and (ii) warrants to purchase up to an aggregate of 14,675,244 shares of Common Stock in a registered direct offering (the “Offering”). The purchase price for one share and the accompanying 1.5 warrants was $1.25. The warrants are immediately exercisable for a period of five years from the date of the Offering at $1.125, subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization, or similar transactions and include anti-dilution protection provisions in the event subsequent sales or equity-linked financial instruments are issued at a price below the $1.125.

The Company’s Board of Directors and executive team participated in the Offering and invested an aggregate total of $696,000 and received shares of Common Stock totaling 556,800 and the accompanying warrants totaling 835,200.

Related-Party Transaction Policy

Our Audit Committee charter that gives our Audit Committee the primary responsibility for reviewing and approving or disapproving “related-party transactions,” which are generally transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. The written charter of our Audit Committee provides that our Audit Committee shall review and approve in advance any related-party transaction.

In approving or rejecting any related party transactions, our Audit Committee considers the relevant facts and circumstances available and deemed relevant to our Audit Committee, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

Prior to the formation of our Audit Committee, our entire board of directors has been responsible for approving related-party transactions. The transactions described above were approved by our Board.

EXECUTIVE OFFICERS AND DIRECTORS

Our executive officers currently include our Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Operating Officer and Chief Technology Officer. Each of our executive officers is elected by and serves at the pleasure of the Board. There are no fixed terms for our executive officers. Once elected, they shall serve until their earlier death, resignation or removal. There are no arrangements or understanding between any of our executive officers and any other person, pursuant to which such executive officer was selected as an executive officer.

Our Board currently consists of seven members, four of which are “independent” as that term is defined under applicable Nasdaq rules. Each of our incumbent directors serves for a one-year term, beginning at their election to the Board at the annual meeting of stockholders and ending at the conclusion of the following annual meeting of stockholders, subject to their re-election. Each of our directors is an incumbent director, except for Mr. Jones, who was newly appointed to the Board on April 14, 2025. Mr. Jones’ term as director shall be less than one year, and shall end at the conclusion of the Annual Meeting, subject to his re-election to the Board at the Annual Meeting. There are no arrangements between any current director on the Board and any other person pursuant to which such current was selected to serve as a director on the Board. Mr. Davis has not been renominated as a Director Nominee, and his term as a director shall end at the conclusion of the Annual Meeting. Mr. Pawloski is a new candidate who has been nominated as a Director Nominee for election at the Annual Meeting. Subject to his election to the Board at the Annual Meeting, he will serve a one-year term beginning at the conclusion of the Annual Meeting and ending at the conclusion of the annual meeting of stockholders in 2026, subject to his re-nomination and re-election.

The following table sets forth certain information regarding our current executive officers and directors as of the Record Date:

* Independent Director

† Chair of the Board

See “Proposal No. 1 - Election of Directors” for the biographies of each of Mr. Gannon, Dr. Deshusses, Ms. Estes, Mr. Jones, Mr. Pawloski, Mr. Penn and Mr. Vanderhider.

Russell Kline. Effective December 16, 2024, Mr. Kline became our Chief Financial Officer (“CFO”). Mr. Kline is a certified public accountant and was previously Senior Vice President of Finance at Ole Distribution, a division of Ole Communications, that distributes a portfolio of diverse television channels throughout Latin America, from 2020 to 2024. Prior to joining Ole Distribution, from 2018 to 2020, Mr. Kline worked as a business consultant, providing operational process review and financial analysis for various clients. Prior to that, from 2009 through 2018, Mr. Kline served as Senior Vice President of Channel Operations and Business Development and Vice President of Finance and Operations, at Sony Pictures Latin America, where he managed channel operations, and led business development initiatives and joint venture partnerships. Prior to that, he also held senior financial roles at Sony Pictures Entertainment, overseeing financial planning, corporate audits, and global financial consolidations.  Mr. Kline began his career in business consulting and audit for multiple domestic and international manufacturing, distribution and service businesses. Mr. Kline earned a Bachelor of Business Administration in Accounting and Finance from Western Michigan University and holds a CPA certification.

Peter Mandel. Effective August 19, 2024, Mr. Mandel became our General Counsel. Mr. Mandel has extensive experience in corporate and securities law, public company representation, and transformative capital markets transactions. Previously, from 2022-2024 Mandel served as General Counsel at HALO Precision Diagnostics, a healthcare diagnostics company, where he led the legal function and provided guidance on risk mitigation and business operations, executed business transactions and advised the board on corporate governance matters. Prior to his role at HALO Precision Diagnostics, from 2020-2022 he was Head of Corporate Legal at Olema Oncology, a publicly traded biotechnology company, where he was instrumental in the company’s initial public offering and subsequent public filings, governance and securities compliance, overseeing equity compensation programs and managing board matters. Mandel began his legal career at Latham & Watkins LLP and later joined Cooley LLP, representing numerous high-profile public and private technology and biotechnology companies across a multitude of strategic and capital markets transactions. Mr. Mandel holds a J.D. from Stanford Law School and a B.A. with honors from the University of California, Berkeley.

Rajesh Melkote. Effective March 31, 2025, Mr. Melkote became our Chief Technology Officer. From 2022 to 2025, Mr. Melkote served as the Chief Technology Officer and Senior Vice President of Technology of BayoTech Hydrogen, a hydrogen production, transportation and storage solutions company, where he led the research and development and engineering functions. Prior to that, from 2020 to 2022, Mr. Melkote was the Vice President of Engineering, Semiconductor Chamber Solutions for Edwards Vacuum, a developer and manufacturer of sophisticated vacuum products. Mr. Melkote holds a Ph.D. in Chemical Engineering from the University of Minnesota and a Bachelor’s of Science in Chemical Engineering from Purdue University.

Brad I. Meyers. Effective November 16, 2023, Mr. Meyers became our Chief Operating Officer (“COO”). From 2022 to 2023, Mr. Meyers served as the Director of Engineering Services for NRTC Automation / NRTC Equipment Sales (“NRTC”), a private company that provides industrial automation services. From 2015 to 2023, Mr. Meyers provided various engineering, design and construction services for multiple liquid ECOAT systems, industrial wastewater systems, and robotics to NRTC and other private companies. From 2012 to 2018, Mr. Meyers served as the Chief Operating Officer of New Rubber Technologies Holdings Inc. (“NRTH”), a rubber products supplier, where he was instrumental in the construction and operation of the first at scale commercial rubber devulcanization plant in North America as well as the commercialization and implementation of other specialized processes developed by New Rubber Technologies of Canada. NRTC is a spin-off of NRTH.

Richard H. Davis. Mr. Davis has served as a director on the Board of 374Water since February 2008. He previously served as the Chief Executive Officer of Powerverde Inc. (“Powerverde”), 374Water’s predecessor company, from August 2011 to April 2021. Prior to Powerverde, Mr. Davis held various positions in investment banking. Between 2004-2005, Mr. Davis served as managing director of corporate finance at Martinez-Ayme Securities (“MAS”), a securities brokerage and placement agent firm. Between 2001-2004, Mr. Davis worked on structuring equity finance and private acquisitions in the corporate finance department of William R. Hough & Company (“Hough”), a financial services firm that was acquired by RBC Dain Rauscher (“Dain”), a global investment banking firm. Mr. Davis began his investment banking career doing equity deal structure and brokerage-related activities at First Equity Corporation (“First Equity”), a regional full-service brokerage and investment bank, where he worked from 1982-2001. He received a B.S degree in economics from Florida State University in 1982. Mr. Davis has more than two decades of experience in the investment banking industry, with expertise in equity finance structuring transactions and private acquisitions. Mr. Davis also has deep market and industry knowledge in the financial services and capital markets sector, including in capital raising and corporate finance. These skills and experience are significant assets to 374Water, as a company that has capital and financing needs.

Family Relationships

There are no family relationships (including any relationship by blood, marriage, or adoption, not more remote than first cousin) among any of 374Water’s directors (including any person nominated or chosen by 374Water to become a director) or executive officers.

Director Independence

Please see “Corporate Governance - Director Independence” for information about the independence of our directors and the Director Nominees.

Board Committees

Please see “Corporate Governance - Board Committees, Meetings and Attendance” for information about our Board Committees.

Code of Ethics

Please see “Corporate Governance - Code of Conduct and Ethics” for information about our Code of Conduct and Ethics.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is or was at any time during the 2024 fiscal year, or at any other time, an officer or employee of our Company, and no member of the Compensation Committee has had any relationship requiring disclosure under Item 404 of Regulation S-K promulgated by the SEC. None of our executive officers (i) serves or has served as a member of the compensation committee of any other company of which any member of the Compensation Committee or our Board is or was an executive officer, (ii) serves or has served as a member of the board of directors of any other company of which any member of the Compensation Committee is or was an executive officer or (iii) serves or has served as a member of the compensation committee of any other company, whose executive officers serves or has served as a director on our Board.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and officers, and persons who own more than ten percent of our Common Stock, to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock. To our knowledge, based solely on a review of the copies of such reports furnished to us, during the fiscal year ended December 31, 2024, we believe that all filing requirements applicable to our officers, directors and greater than ten percent stockholders were complied with for the fiscal year ended December 31, 2024, except for a Form 3 filing for Mr. Mandel filed one day late on August 30, 2024, and Form 4 filing for Mr. Davis filed four trading days late, both due to administrative delay.

EXECUTIVE COMPENSATION

Named Executive Officers

For the fiscal year ended December 31, 2024, the named executive officers of 374Water, as determined in accordance with Item 402(m) of Regulation S-K, were:

Mr. Gannon was appointed as Chief Executive Officer of 374Water effective April 23, 2024.

Mr. Mandel was appointed as General Counsel of 374Water effective August 19, 2024.

Mr. Meyers served as Chief Operating Officer of 374Water for all of fiscal year 2024.

Mr. Quick served as Interim Chief Executive Officer of 374Water until April 23, 2024, after which he no longer served as an executive officer of the Company.

Compensation Philosophy and Practices

We believe that the performance of our executive officers significantly impacts our ability to achieve our corporate goals. We, therefore, place considerable importance on the design and administration of our executive officer compensation program. This program is intended to enhance stockholder value by attracting, motivating and retaining qualified individuals to perform at the highest levels and to contribute to our growth and success. Our executive officer compensation program is designed to provide compensation opportunities that are tied to individual and corporate performance.

Our compensation packages are also designed to be competitive in our industry. The Compensation Committee from time-to-time consults with other advisors in designing our compensation program, including in evaluating the competitiveness of individual compensation packages and in relation to our corporate goals.

Our overall compensation philosophy has been to pay our executive officers an annual base salary and to provide opportunities, through cash and equity incentives, to provide higher compensation if certain key performance goals are satisfied.

The main principles of our fiscal year 2024 compensation strategy included the following:

Fiscal Year 2024 Base Salaries

The following named executive officers had base salaries for the amounts set forth below for fiscal year 2024.

Such salaries were determined based on establishing executive compensation levels that are designed to be competitive in the marketplace, each executive's responsibilities, and structured to benefit our stockholders by attracting and retaining exceptional talent. In determining executive compensation, the Compensation Committee carefully evaluated several factors, each executive's prior professional experience and performance, qualifications, skills, and leadership capabilities, the scope and complexity of each executive's responsibilities and duties, Compensation benchmarking data for executives in comparable positions at peer companies, relevant market data and industry compensation trends, the executive's potential to drive long-term stockholder value, internal equity considerations within our executive team.

Fiscal Year 2024 Annual Bonuses

The following NEOs had annual bonus targets for fiscal year 2024 for the amounts set forth below:

Annual cash bonuses are awarded to our NEOs as consideration for the achievement of performance objectives throughout the applicable fiscal year; such compensation structure inures to the benefit of our stockholders by ensuring that our NEOs maintain appropriate focus on meeting business objectives and performance metrics. Our NEOs are afforded the opportunity to receive annual cash bonuses contingent upon the attainment of performance targets relative to performance criteria approved by the Compensation Committee. The Compensation Committee solely determines whether and to what extent annual cash bonuses payments shall be made to the Chief Executive Officer, and, in consultation with the Chief Executive Officer, exercises such discretion regarding annual cash incentive payments to all other NEOs.

Performance-Based Stock Options Granted in Fiscal Year 2024

The following NEOs were granted performance-based stock options for fiscal year 2024 for the number of shares and exercise prices set forth below

Such amounts were determined through the Compensation Committee’s analysis of peer company compensation packages, ensuring competitive alignment with market standards, and structured to incentivize executives to achieve critical performance metrics that drive shareholder value, while also reflecting each NEO’s skills, experience, and strategic contributions to the organization.

The performance-based options granted in fiscal year 2024 vest as follows: 50% vest upon the achievement of operating profit, as defined in the employment agreements, and 50% vest upon the achievement of a revenue target of $100 million by the end of fiscal year 2028. The performance-based options with the revenue target begin vesting once the Company achieves $15 million in revenue for a fiscal year. Vesting will occur on January 31 of each year through January 31, 2029. The number of options that vest is based on the proportionate percentage of each fiscal year’s revenue to the $100 million target. For example, if our annual revenue for fiscal year 2026 is $20 million, 20% of the restricted stock units with the revenue performance condition will vest on January 31, 2027.

Time-Based Stock Options Granted in Fiscal Year 2024

The following NEOs were granted time-based stock options for fiscal year 2024 for the number of shares and exercise prices set forth below:

Such amounts were determined through the Compensation Committee’s analysis of peer company compensation packages, ensuring competitive alignment with market standards, and structured to incentivize executives to achieve critical performance metrics that drive shareholder value, while also reflecting each NEO’s skills, experience, and strategic contributions to the organization.

The time-based options granted in fiscal year 2024 vest as follows: 25% of the total stock option grant vests on the first anniversary of the grant date with the remaining vesting ratably monthly over three years.

Performance-Based Restricted Stock Units Granted in Fiscal Year 2024

The following NEOs were granted performance-based restricted stock units for fiscal year 2024 for the number of shares set forth below:

Such amounts were determined through the Compensation Committee’s analysis of peer company compensation packages, ensuring competitive alignment with market standards, and structured to incentivize executives to achieve critical performance metrics that drive shareholder value, while also reflecting each NEO’s skills, experience, and strategic contributions to the organization.

The performance-based restricted stock units granted in 2024 vest as follows: 50% vest upon the achievement of Operating Profit, as defined in the employment agreements, and 50% vest upon the achievement of revenue targets between $15.0 million and $100 million by the end of fiscal year 2028. The restricted stock units with the revenue target begin vesting once the Company achieves $15.0 million in revenue for a fiscal year. Vesting will occur on January 31 of each year through January 31, 2029. The number of restricted stock units that vest is based on the proportionate percentage of each fiscal year’s revenue to the $100 million target. For example, if our annual revenue for fiscal year 2026 is $20 million, 20% of the restricted stock units with the revenue performance condition will vest on January 31, 2027.

Time-Based Restricted Stock Units Granted in Fiscal Year 2024

The following NEOs were granted time-based restricted stock units for fiscal year 2024 for the number of shares set forth below:

Such amounts were determined through the Compensation Committee’s analysis of peer company compensation packages, ensuring competitive alignment with market standards, and structured to incentivize executives to achieve critical performance metrics that drive shareholder value, while also reflecting each NEO’s skills, experience, and strategic contributions to the organization.

The time-based restricted stock units granted in 2024 vest as follows: 25% of the total stock option grant vests on the first anniversary of the grant date with the remaining vesting ratably monthly over three years.

Employment Agreements

Employment Agreement with Christian Gannon

On April 19, 2024, the Company entered into an employment agreement with Christian Gannon (the “Employment Agreement”), for Mr. Gannon to serve as President and Chief Executive Officer of the Company effective April 22, 2024 (the “Start Date”). The Employment Agreement provides for an initial annual salary for Mr. Gannon of $450,000. Mr. Gannon is also eligible to earn an annual fiscal year performance bonus for each whole or partial fiscal year of his employment period with the Company; for the initial year under the Employment Agreement in accordance with certain milestones set forth by the Company, and thereafter as determined by the Compensation Committee of the Company and the Board of Directors of the Company. Mr. Gannon’s “target” performance bonus shall be 125% of Mr. Gannon’s then-current base salary (the “Gannon Annual Bonus”).

Under the Employment Agreement and subject to the terms of the Company’s 2021 Equity Incentive Plan (the “Plan”), Mr. Gannon was granted 2,250,000 restricted stock units under the Plan, vesting as follows: (a) 250,000, on the first annual anniversary of the Start Date; (b) 750,000, in equal increments on the last day of every month thereafter over the following 36 months, subject to Mr. Gannon’s continued employment with the Company on each vesting date; and (c) 1,250,000, pursuant to certain milestones set forth by the Company (collectively, the “Gannon Restricted Stock Units”). Additionally, pursuant to the Employment Agreement and the terms of the Plan, Mr. Gannon was granted 5,250,000 stock options under the Plan vesting as follows: (a) 625,000, on the first annual anniversary of the Start Date; (b) 1,875,000, in equal installments on the last day of every month thereafter over the following 36 months subject to Mr. Gannon’s continued employment with the Company on each vesting date; and (c) 2,750,000, pursuant to certain milestones set forth by the Company (collectively, the “Gannon Options”, and together with the Gannon Restricted Stock Units, the “Gannon Equity Awards”).

If the Employment Agreement is terminated by the Company without “Cause” or by Mr. Gannon for “Good Reason” (each as defined in the Employment Agreement, subject to the Company’s right to cure), he will be entitled to termination benefits, pursuant to which the Company will be obligated to (i) pay Mr. Gannon 100% of his then-current annual base salary in 12 equal installments; (ii) any earned but unpaid Gannon Annual Bonus; (iii) coverage to Mr. Gannon and his dependents under the Company’s then current medical, health, and vision insurance plans for 12 months; and (iv) if such separation occurs on the day of Mr. Gannon’s first year anniversary of employment or after the first anniversary of the Start Date, (x) a pro-rated Gannon Annual Bonus for the fiscal year in which the employment is terminated equal to the pro-rated Gannon Annual Bonus that Mr. Gannon would have received based on actual performance for such fiscal year if Mr. Gannon was employed by the Company, and (y) accelerated vesting with respect to the Gannon Equity Awards as if Mr. Gannon had remained employed by the Company through the first anniversary of the date of such separation.

Employment Agreement with Peter Mandel

On August 19, 2024, the Company entered into an employment agreement with Peter Mandel (the “Mandel Employment Agreement”), for Mr. Mandel to serve as General Counsel effective August 19, 2024. The Mandel Employment Agreement provided for an initial annual salary for Mr. Mandel of $225,000, which increased to $300,000 in November 2024 following the closing of the Company’s capital raise. Mr. Mandel is also eligible to earn an annual fiscal year performance bonus for each whole or partial fiscal year of his employment period with the Company based on objectives and performance criteria determined in consultation between Mr. Mandel and the Company’s CEO on an annual basis. Mr. Mandel’s “target” performance bonus is equal to 50% of his then-current base salary (the “Mandel Annual Bonus”).

Under the Mandel Employment Agreement and subject to the terms of the Plan, Mr. Mandel was granted 495,550 restricted stock units under the Plan, vesting as follows: (a) 61,943, on the first annual anniversary of Mr. Mandel’s start date; (b) 185,832, in equal increments on the last day of every month thereafter over the following 36 months, subject to Mr. Mandel’s continued employment with the Company on each vesting date; and (c) 247,775, pursuant to certain milestones set forth by the Company (collectively, the “Mandel Restricted Stock Units”). Additionally, pursuant to the Employment Agreement and the terms of the Plan, Mr. Mandel was granted 495,550 stock options under the Plan vesting as follows: (a) 61,943, on the first annual anniversary of Mr. Mandel’s start date; (b) 185,832, in equal installments on the last day of every month thereafter over the following 36 months subject to Mr. Mandel’s continued employment with the Company on each vesting date; and (c) 247,775, pursuant to certain milestones set forth by the Company (collectively, the “Mandel Options”, and together with the Mandel Restricted Stock Units, the “Mandel Equity Awards”).

If the Employment Agreement is terminated by the Company without “Cause” or by Mr. Mandel for “Good Reason” (each as defined in the Mandel Employment Agreement, subject to the Company’s right to cure), he will be entitled to termination benefits, pursuant to which the Company will be obligated to (i) pay Mr. Mandel an amount equal to six months of his then base salary; (ii) pay any earned but unpaid Mandel Annual Bonus; (iii) provide coverage to Mr. Mandel and his dependents under the Company’s then current medical, health, and vision insurance plans for six months; and (iv) if such separation occurs on or after first year anniversary of Mr. Mandel’s employment, (x) a pro-rated Mandel Annual Bonus for the fiscal year in which the employment is terminated equal to the pro-rated Mandel Annual Bonus that Mr. Mandel would have received based on actual performance for such fiscal year if Mr. Mandel was employed by the Company, and (y) accelerated vesting with respect to the Mandel Equity Awards as if Mr. Mandel had remained employed by the Company through the six month anniversary of the date of such separation.

Employment Agreement with Brad I. Meyers

Effective as of November 6, 2023, the Company appointed Brad I. Meyers as its Chief Operating Officer at an annual base salary of $200,000. Mr. Meyers received an option grant to purchase up to 400,000 shares of the Company’s Common Stock at an exercise price of $1.42 per share, the closing price of the Company’s Common Stock on November 6, 2023. The option vests and become exercisable over a three-year period with: (a) 25% vesting on November 6, 2023 and (b) the balance vesting equally every month thereafter over the following 36 months.

On May 16, 2024, the Company entered into an employment agreement with Mr. Meyers (the “Meyers Employment Agreement”). The Meyers Employment Agreement provides for an annual salary for Mr. Meyers of $300,000. Mr. Meyers is also eligible to earn an annual fiscal year performance bonus for each whole or partial fiscal year of his employment period with the Company based on objectives and performance criteria determined in consultation between Mr. Meyers and the Company’s CEO on an annual basis. Mr. Meyer’s “target” performance bonus is equal to 50% of his then-current base salary (the “Meyers Annual Bonus”).

Under the Meyers Employment Agreement and subject to the terms of the Plan, Mr. Meyers was granted restricted stock units for up to 231,000 shares under the Plan, vesting as follows: (a) 28,875, on May 16, 2025; (b) 86,625, in equal increments on the last day of every month thereafter over the following 36 months, subject to Mr. Meyers’ continued employment with the Company on each vesting date; and (c) 115,500, pursuant to certain milestones set forth by the Company (collectively, the “Meyers Restricted Stock Units”). Additionally, pursuant to the Employment Agreement and the terms of the Plan, Mr. Meyers was granted 231,000 stock options under the Plan vesting as follows: (a) 28,875, on May 16, 2025; (b) 86,625, in equal installments on the last day of every month thereafter over the following 36 months subject to Mr. Meyers’ continued employment with the Company on each vesting date; and (c) 115,500, pursuant to certain milestones set forth by the Company (collectively, the “Meyers Options”, and together with the Meyers Restricted Stock Units, the “Meyers Equity Awards”).

If the Employment Agreement is terminated by the Company without “Cause” or by Mr. Meyers for “Good Reason” (each as defined in the Meyers Employment Agreement, subject to the Company’s right to cure), he will be entitled to termination benefits, pursuant to which the Company will be obligated to (i) pay Mr. Meyers an amount equal to six months of his then base salary; (ii) pay any earned but unpaid Meyers Annual Bonus; (iii) provide coverage to Mr. Meyers and his dependents under the Company’s then current medical, health, and vision insurance plans for six months; and (iv) if such separation occurs on or after first year anniversary of Mr. Meyers’ employment, (x) a pro-rated Meyers Annual Bonus for the fiscal year in which the employment is terminated equal to the pro-rated Meyers Annual Bonus that Mr. Meyers would have received based on actual performance for such fiscal year if Mr. Meyers was employed by the Company, and (y) accelerated vesting with respect to the Meyers Equity Awards as if Mr. Meyers had remained employed by the Company through the six month anniversary of the date of such separation.

Summary Compensation Table

The following table summarizes all compensation received by our named executive officers for each of the fiscal years ended December 31, 2024, and December 31, 2023.

(a) Salaries include those amounts paid and accrued as an expense on the books of the Company.

(c)(d) The restricted stock unit awards, which appear in the “Stock Awards” column and the stock option awards, which appear in the “Option Awards” column are calculated based on the grant date fair value of awards as calculated under the provisions of FASB ASC Topic 718.

The grant date fair value of the performance-based stock options granted in fiscal year 2024, assuming achievement of the maximum performance level, would have been: Mr. Gannon: $2,145,000; Mr. Mandel: $168,487; and Mr. Meyers: $93,555.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding equity awards that have been previously awarded to each of the named executive officers and which remained outstanding as of December 31, 2024.

1. The option vests as follows: 625,000 shares subject to the option vest on April 22, 2025, and 1,875,000 shares subject to the option vest in equal installments on the last day of every month thereafter over the following 36 months subject to continued service with the Company on each vesting date.

2. 2,750,000 shares subject to the option vest pursuant to certain milestones set forth by the Company. 50% of the shares subject to the option vest upon the achievement of operating profit, and 50% vest upon the achievement of a revenue target of $100 million by the end of fiscal year 2028. Pursuant to SEC rules and based on the Company’s performance through the end of the fiscal year ended December 31, 2024, the portion of the option that vests upon the achievement of operating profit is reported at target and the portion of the option that vests upon the achievement of revenue is reported at threshold.

3. The RSU vests as follows: 250,000 shares vest on April 22, 2025, and 750,000 shares vest in equal installments on the last day of every month thereafter over the following 36 months subject to continued service with the Company on each vesting date.

4. 1,250,000 shares vest pursuant to certain milestones set forth by the Company. 50% vest upon the achievement of operating profit, and 50% vest upon the achievement of a revenue target of $100 million by the end of fiscal year 2028. Pursuant to SEC rules and based on the Company’s performance through the end of the fiscal year ended December 31, 2024, the portion of the RSU that vests upon the achievement of operating profit is reported at target and the portion of the option that vests upon the achievement of revenue is reported at threshold.

5. The option vests as follows: 61,943 shares subject to the option vest on August 19, 2025, and 185,832 shares subject to the option vest in equal installments on the last day of every month thereafter over the following 36 months subject to continued service with the Company on each vesting date.

6. 247,775 shares subject to the option vest pursuant to certain milestones set forth by the Company. 50% vest upon the achievement of operating profit, and 50% vest upon the achievement of a revenue target of $100 million by the end of fiscal year 2028. Pursuant to SEC rules and based on the Company’s performance through the end of the fiscal year ended December 31, 2024, the portion of the option that vests upon the achievement of operating profit is reported at target and the portion of the option that vests upon the achievement of revenue is reported at threshold.

7. The RSU vests as follows: 61,943 shares vest on August 19, 2025, and 185,832 shares vest in equal installments on the last day of every month thereafter over the following 36 months subject to continued service with the Company on each vesting date.

8. 247,775 shares vest pursuant to certain milestones set forth by the Company. 50% vest upon the achievement of operating profit, and 50% vest upon the achievement of a revenue target of $100 million by the end of fiscal year 2028. Pursuant to SEC rules and based on the Company’s performance through the end of the fiscal year ended December 31, 2024, the portion of the RSU that vests upon the achievement of operating profit is reported at target and the portion of the option that vests upon the achievement of revenue is reported at threshold.

9. The option vests as follows: 28,875 shares subject to the option vest May 16, 2025, and 86,625 shares subject to the option vest in equal installments on the last day of every month thereafter over the following 36 months subject to continued service with the Company on each vesting date.

10. 115,500 shares subject to the option vest pursuant to certain milestones set forth by the Company. 50% vest upon the achievement of operating profit, and 50% vest upon the achievement of a revenue target of $100 million by the end of fiscal year 2028. Pursuant to SEC rules and based on the Company’s performance through the end of the fiscal year ended December 31, 2024, the portion of the option that vests upon the achievement of operating profit is reported at target and the portion of the option that vests upon the achievement of revenue is reported at threshold.

11. The RSU vests as follows: 28,875 shares vest on May 16, 2025, and 86,625 shares vest in equal installments on the last day of every month thereafter over the following 36 months subject to continued service with the Company on each vesting date.

12. 115,500 shares vest pursuant to certain milestones set forth by the Company. 50% vest upon the achievement of operating profit, and 50% vest upon the achievement of a revenue target of $100 million by the end of fiscal year 2028. Pursuant to SEC rules and based on the Company’s performance through the end of the fiscal year ended December 31, 2024, the portion of the RSU that vests upon the achievement of operating profit is reported at target and the portion of the option that vests upon the achievement of revenue is reported at threshold.

13. 25% of the shares subject to the option vested on November 6, 2023, and the balance vest in equal installments on the last day of every month thereafter, beginning with December 31, 2023, over the following 36 months subject to continued service with the Company on each vesting date.

14. 25% of the shares subject to the option vested on June 16, 2023, and the balance vest in equal installments on the last day of every month thereafter, beginning with July 31, 2023, over the following 36 months subject to continued service with the Company on each vesting date.

374Water Inc. 2021 Equity Incentive Plan

On April 13, 2022, our stockholders approved the 2021 Equity Incentive Plan, which was adopted by our Board on June 4, 2021. The 2021 Equity Incentive Plan provides for the granting of incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights, restricted stock units, performance awards, dividend equivalent rights, and other awards, which may be granted singly, in combination, or in tandem, and which may be paid in cash, shares of our common stock, or a combination of cash and shares of our common stock. We reserved a total of 24,000,000 shares of our common stock for awards under the 2021 Equity Incentive Plan. The Company has issued a total of 14,642,204, awards as of December 31, 2024, with 9,357,796 reserved options remaining for issuance as of December 31, 2024. See “Description of the 2021 Equity Incentive Plan” and “New Plan Benefits” for more information about our 2021 Equity Incentive Plan.

Equity Compensation Plan Information

The following table provides certain information as of December 31, 2024, with respect to our equity compensation plans under which our equity securities are authorized for issuance. See “Description of the 2021 Equity Incentive Plan” and the tabular disclosure under “New Plan Benefits” for a description of the material features of our 2021 Equity Incentive Plan, as well as the benefits and amounts of equity compensation that have been received by each of our named executive officers, our executive officers as a group, our non-employee directors as a group, and our non-executive officer employees as a group.

Pay versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our company for each of the last three completed fiscal years. The table below presents information on the compensation of our CEO and our other named executive officers (“NEOs”) in comparison to certain performance metrics for 2024, and 2023, 2022. We are permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below does not include a column for either the value of initial $100 investment based on peer group total shareholder return or a company-selected measure, as provided in Item 402(v) of Regulation S-K.

Compensation Actually Paid and Company TSR

The following graph displays the compensation actually paid to our NEOS compared to our TSR.

Compensation Actually Paid and Company Net Income (Loss)