Form 4: 374Water Director Sells Shares Under 10b5-1 Plan

Yaacov Nagar, a Director and 10% owner of 374Water Inc., reported selling 534,211 common shares in late October 2025 under a pre-arranged trading plan.

Summary

• Yaacov Nagar, a Director and 10% owner of 374Water Inc. (SCWO), reported two transactions involving the sale of common stock.
• On October 22, 2025, Nagar sold 61,000 shares of common stock at a weighted-average price of $0.421 per share.
• On October 23, 2025, Nagar sold an additional 473,211 shares of common stock at a weighted-average price of $0.434 per share.
• These transactions were executed pursuant to a Rule 10b5-1 trading plan, indicating pre-planned sales.
• Following these transactions, Nagar beneficially owns 32,112,632 shares of 374Water Inc. common stock.
• The sales were executed in multiple trades, with prices ranging from $0.4208 to $0.4211 for the first transaction and $0.420 to $0.5229 for the second.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to insider selling by a significant shareholder and director. However, the impact is mitigated by the fact that the sales were conducted under a Rule 10b5-1 plan, suggesting pre-planned liquidity rather than a reaction to new negative information, and the reporting person retains a very substantial stake.

Negatives

• A Director and 10% owner selling shares can be perceived as a negative signal by the market, potentially indicating a lack of confidence or a desire to reduce exposure.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance.

Industry Context

This filing is an insider transaction report and does not provide information directly related to broader industry trends or competitors. However, insider selling can sometimes be interpreted in the context of overall market sentiment or company-specific developments within its industry.

Related Party Transactions

• Yaacov Nagar, a Director and 10% owner of 374Water Inc., sold 534,211 shares of common stock in two separate transactions on October 22 and October 23, 2025. These are considered related party transactions due to Nagar's insider status.

Stakeholder Impact

• Shareholders may perceive the insider selling as a negative signal, potentially leading to downward pressure on the stock price.
• The company's reputation among investors could be slightly impacted if the sales are interpreted as a lack of confidence, despite being under a 10b5-1 plan.

Key Dates

Recommendation

While insider selling by a Director and 10% owner is typically a negative signal, these transactions were executed under a Rule 10b5-1 plan, indicating pre-scheduled sales rather than a reaction to new adverse information. Furthermore, the amount sold represents a relatively small portion of the reporting person's total beneficial ownership (over 32 million shares still held). Given these factors, a 'hold' recommendation is appropriate, suggesting investors monitor future developments but not necessarily divest based solely on these pre-planned sales.

Keywords

374Water Inc., SCWO, Yaacov Nagar, Insider Selling, Form 4, SEC Filing, Director Transaction, 10b5-1 Plan, Common Stock