374Water Inc PRE 14A, filed Oct 24, 2025

374Water Inc. (SCWO)

PRE 14A 2025-10-24 For: 2025-10-24

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Added on October 20, 2026

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☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

☒	No fee required.
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

	Page
INFORMATION ABOUT SOLICITATION AND VOTING		1

INTERNET AVAILABILITY OF PROXY MATERIALS		1

QUESTIONS AND ANSWERS ABOUT THE MEETING		1

PROPOSAL ONE: APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT		10

PROPOSAL TWO: ADJOURNMENT OF SPECIAL MEETING		21

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		22

STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING		24

OTHER BUSINESS		25

CAUTIONARY LANGUAGE ON FORWARD-LOOKING STATEMENTS		26

ANNEX A		27

Q:	What is included in the proxy materials?

A:	The proxy materials include this Proxy Statement for the Special Meeting and the proxy card or voting instruction form for the Special Meeting.

Q:	What is a proxy?

A:	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 Special Meeting.

Q:	What is a proxy statement?

A:	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 Special Meeting. The information in this Proxy Statement relates to the items of business to be voted on at the Special Meeting, the voting process, the reasons for the Special Meeting and certain other required information that may be deemed important for stockholders.

Q:	Why am I receiving these proxy materials and what is the purpose of the Special Meeting?

A:	We are calling the Special Meeting to seek approval of our stockholders:

	1.	To approve an amendment to the Certificate of Incorporation to effect, at the discretion of our board of directors, a reverse stock split with respect to our issued and outstanding common stock, including any common stock held by the Company as treasury shares, at any time prior to December 26, 2025, at a ratio of 1-for-8 to 1-for-20, with the ratio within such Range to be determined at the discretion of our board of directors (or any of its delegated authorized persons) without further approval or authorization of our stockholders; and

	2.	To consider and vote upon an adjournment or adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal.

	The form of amendment implementing the Reverse Stock Split Proposal is attached to this Proxy Statement as Annex A.

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

A:	We are using the SEC’s Notice and Access model (“Notice and Access”) for the Special Meeting, 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 for the Special Meeting, 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.

Q:	How does the board of directors recommend I vote on these proposals?

A:	Our board of directors recommends that you vote your shares:

	·	“FOR” the Reverse Stock Split Proposal (Proposal One); and

	·	“FOR” the Adjournment Proposal (Proposal Two).

Q:	Why does the Company support the Reverse Stock Split Proposal?

A:	The Company supports the Reverse Stock Split Proposal for a number of reasons.

	*Continued Listing Compliance* As disclosed in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July 16, 2025, the closing bid price for the Company’s common stock listed on Nasdaq has been trading below $1.00 for more than thirty (30) consecutive trading days, and the Company therefore is not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market (“Nasdaq”) pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Company must regain compliance by January 12, 2026 (the “Nasdaq Compliance Deadline”) in order to maintain its status as a publicly traded listed company on Nasdaq. The Reverse Stock Split Proposal, if passed, is intended to increase our stock price to an amount that we expect will allow our common stock to stay trading above the $1.00 minimum threshold in the long term. If the Reverse Stock Split is successful and if we can maintain a trading price above $1.00 for at least ten (10) consecutive trading days, then we expect to be able to regain compliance with the Minimum Bid Price Requirement and maintain our listing on Nasdaq. Maintaining our Nasdaq listing as a publicly traded listed company has numerous benefits to the Company, including, among others, benefits relating to our ability to procure more financing for ongoing operations, our ability to further our business strategy and our ability to attract more investor and business partner interest. *Facilitate Future Financing* If we are able to remain listed as a publicly traded company listed on Nasdaq, we will be able to maintain S-3 shelf eligibility, which greatly increases our access to the capital markets and other financing opportunities. If we can remain a publicly traded listed company, we will also be able to satisfy requirements in connection with executing our at-the-market (“ATM”) program, which has been important to our ability to obtain sufficient working capital to finance our ongoing operations. Once a company has been delisted, its stock can trade over the counter (“OTC”), but such companies will have significantly fewer opportunities to attract financing partners and less leverage to negotiate terms for such financing instruments and arrangements that are not overly burdensome or expensive to the Company. *Reinforce Market Stability and Attract More Investors* The Company believes the Reverse Stock Split Proposal will enable the Company to improve trading liquidity by increasing the price per share of our common stock, which could enable a broader range of institutions to invest. In particular, we believe many institutional traders are discouraged or prevented from investing in equity stocks with a price below a certain threshold, and having a stock price consistent with the stock prices contemplated by our Range will mitigate some of the risks that investors may associate with “penny-stock” trading levels. Furthermore, many institutional investors have policies against holding equity securities of companies that are not traded on a national exchange, and the Reverse Stock Split Proposal, if passed and executed successfully, should allow us to maintain our Nasdaq listing status. Greater interest in our common stock should also promote greater liquidity for our stockholders. In addition, the proposal will help enable us to carry out our business plans with greater availability of shares, and help to regain compliance with the Minimum Bid Price Requirement for continued listing on Nasdaq in the future.

Q:	What will happen if the Reverse Stock Split Proposal is not approved?

A:	If we are unable to obtain approval of the Reverse Stock Split Proposal, and we are not otherwise able to increase our stock price to above $1.00 and maintain such price for at least ten (10) consecutive trading days before the Nasdaq Compliance Deadline, then we will be put into delisting proceedings by Nasdaq. If we are delisted, it would impede the liquidity of our common stock and limit our ability to carry out our business plan and strategies, which may cause the loss of significant business opportunities or prevent the commercialization of our technologies or completion of projects, any of which could adversely affect our financial performance, growth and ability to continue our operations. In addition, if we are unable to obtain approval of the Reverse Stock Split Proposal, we may consider strategic alternatives to strengthen our liquidity position and attempt to regain compliance with the Minimum Bid Price Requirement before the Nasdaq Compliance Deadline. Due to our current financial condition and limited working capital, a number of these potential alternatives may not be feasible for us. These alternatives also involve significant uncertainties, potential significant delays, costs and other risks, and there can be no assurance that any of these alternatives will be available on acceptable terms, or at all, in the current market environment or in the foreseeable future.

Q:	Who may vote at the Special Meeting?

A:	Stockholders of record as of the close of business on the Record Date are entitled to receive notice of, to attend and participate, and to vote at the Special Meeting. At the close of business on the Record Date, there were [●] shares of common stock outstanding and entitled to vote. Our common stock is the only class of security entitled to vote at the Special Meeting. Each holder of our common stock is entitled to one (1) vote for each share of common stock held as of the Record Date.

	*Stockholder of Record: Shares Registered in Your Name* If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, 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 Special Meeting. To participate and vote at the Special Meeting, you will need the control number included on your Notice or proxy card. *Beneficial Owner of Shares Held in Street Name: Shares Registered in the Name of a Broker or Nominee* 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 Special Meeting, you will need to follow the instructions described in the response to the question, “How do I vote my shares?” below.

Q:	How do I vote my shares?

A:	If you are a record holder, you may vote your shares online during the Special Meeting by visiting the virtual meeting site at https://edge.media-server.com/mmc/go/SCWO2025SGM, or by proxy. To vote by proxy, you may choose one of the following methods to vote your shares:

	·	Via Internet: as prompted by the menu found at https://edge.media-server.com/mmc/go/SCWO2025SGM, follow the instructions to obtain your records and submit an electronic ballot. Please have your Stockholder Control Number, which can be found on the bottom of the Notice of Internet Availability, when you access this voting site. You may vote via the Internet until 11:59 p.m., Eastern Time, on December 14, 2025.

	·	Via telephone: call 1-866-752-VOTE (8683) and then follow the voice instructions. Please have your Stockholder Control Number, which can be found on the bottom of the Notice of Internet Availability, when you call. You may vote by telephone until 11:59 p.m., Eastern Time, on December 14, 2025.

	·	Via mail: if you requested printed proxy materials as provided in the Notice of Internet Availability and would like to vote by mail, complete and sign the accompanying proxy card and return it in the postage-paid envelope provided. If you submit a signed proxy without indicating your vote, the person voting the proxy will vote your shares according to the board of directors’ recommendation.

	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 Special Meeting in accordance with your instructions. The board of directors has appointed Stephen J. Jones to serve as proxy for the Special Meeting. Your proxy will be valid only if you complete and return it before the Special 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 of directors’ recommendation. See “How are abstentions and broker non-votes treated?” for more information. 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 “How are abstentions and broker non-votes treated?” Alternatively, if you want to vote your shares online during the Special 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 Special Meeting, you will not be able to vote your nominee-held shares online during the Special Meeting.

Q:	How do I vote by internet or telephone?

A:	If you wish to vote by internet or telephone, you may do so by following the voting instructions included on your Notice, proxy card or voting instruction form. Please have each Notice, proxy card or voting instruction form you received in hand when you vote over the internet or by telephone as you will need information specified therein to submit your vote. The giving of such a telephonic or internet proxy will not affect your right to vote in person (as detailed above) should you decide to attend the meeting.

	The telephone and internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly.

Q:	What shares can I vote?

A:	Each share of common stock issued and outstanding as of the close of business on the Record Date is entitled to vote on all items being voted on at the meeting. You may vote all shares owned by you as of Record Date, including (1) shares held directly in your name as the stockholder of record, and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.

Q:	How many votes am I entitled to per share?

A:	Each holder of shares of common stock held as of the Record Date is entitled to one vote per share.

Q:	What is the quorum requirement for the meeting?

A:	The holders of a majority of the shares of our common stock issued and outstanding and entitled to vote at the Special Meeting as of the Record Date must be present in person or represented by proxy at the Special Meeting in order to hold the Special Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Special Meeting if you are present and vote in person at the Special Meeting or if you have properly submitted a proxy.

Q:	How are abstentions and broker non-votes treated?

A:	Abstentions (i.e., shares present at the Special Meeting and marked “abstain”) are deemed to be shares present or represented by proxy and entitled to vote, and are counted for purposes of determining whether a quorum is present. Abstentions have no effect on Proposals One and Two.

	A broker non-vote occurs when the beneficial owner of shares fails to provide the broker, bank or other nominee that holds the shares with specific instructions on how to vote on any “non-routine” matters brought to a vote at the stockholders meeting. In this situation, the broker, bank or other nominee will not vote on the “non-routine” matter. However, broker non-votes are counted for purposes of determining whether a quorum is present. Note that if you are a beneficial holder, brokers and other nominees will be entitled to vote your shares on “routine” matters without instructions from you. Both Proposal One and Proposal Two are considered routine matters. Therefore, we do not expect there to be any broker non-votes with respect to both proposals. We encourage you to provide voting instructions to your broker or other nominee whether or not you plan to attend the meeting.

Q:	What is the vote required to approve each proposal?

A:	Reverse Stock Split Proposal: The votes required to approve the Reverse Stock Split Proposal will be obtained if the proposal receives the affirmative vote of a majority of the shares of our common stock that are entitled to vote that (i) are present in person or represented by proxy at the meeting and (ii) are voted “FOR” and “AGAINST” the proposal.

	Adjournment Proposal: The votes required to approve the Adjournment Proposal will be obtained if the proposal receives the affirmative vote of a majority of the shares of our common stock that are entitled to vote that (i) are present in person or represented by proxy at the meeting and (ii) are voted “FOR” and “AGAINST” the proposal.

Q:	If I submit a proxy, how will it be voted?

A:	When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Special Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted in accordance with the recommendations of our board of directors as described above. In the event any other matters are properly presented at the Special 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 judgment. If the Special Meeting is postponed or adjourned, the proxy holder can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described below under “Can I change my vote or revoke my proxy?”

Q:	What should I do if I get more than one proxy or voting instruction card?

A:	Stockholders may receive more than one set of voting materials, including multiple copies of the proxy materials, Notices, proxy cards or voting instruction forms. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of proxy materials or one Notice for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one set of proxy materials. You should vote in accordance with all of the proxy cards and voting instruction forms you receive relating to our Special Meeting to ensure that all of your shares are voted and counted.

Q:	Can I change my vote or revoke my proxy?

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

	·	Attending the Special Meeting by visiting the virtual meeting site at https://edge.media-server.com/mmc/go/SCWO2025SGM, and revoking your proxy by voting directly online during the Special Meeting. Your attendance at the Special Meeting will not by itself revoke a proxy. You must vote your shares online during the Special Meeting to revoke your proxy.

	·	Completing and submitting a new valid proxy bearing a later date.

	·	Giving written notice of revocation to the Company addressed to Russell Kline, Chief Financial Officer, at the Company’s mailing address of 200 Southcenter Court, Suite 100, Morrisville, North Carolina 27560, which notice must be received before 5:00 p.m., Eastern Time, on December 14, 2025.

	·	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.

Q:	How can I attend the Special Meeting in person?

A:	There is no physical location for the Special Meeting. You are invited to attend the Special Meeting by participating online if you are a stockholder of record or a street name stockholder as of the Record Date. See, “How can I participate in the Special Meeting?” below for more details. Please be aware that participating in the Special Meeting will not, by itself, revoke a proxy. See, “Can I change my vote or revoke my proxy?” above for more details.

Q:	How can I participate in the Special Meeting?

A:	The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend and participate in the Special Meeting online and submit your questions during the Special Meeting by visiting https://edge.media-server.com/mmc/go/SCWO2025SGM. You will also be able to vote your shares electronically at the Special Meeting. To participate and vote in the Special Meeting, you will need the control number included on your Notice, proxy card or voting instruction form.

	The meeting webcast will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Stockholders will be able to register at any time, and you should allow ample time for the check-in procedures.

Q:	What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?

A:	If you encounter any technical difficulties accessing the virtual meeting during the check in or meeting time, please call the technical support number posted at https://edge.media-server.com/mmc/go/SCWO2025SGM. Technical support will be available at any time before the start of the meeting.

Q:	Why is the Special Meeting being held only online?

A:	We believe that hosting a virtual meeting will expand access, facilitate stockholder attendance and participation and reduce costs. We have designed the virtual Special Meeting to provide the same rights and opportunities to participate as stockholders would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform.

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

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

Q:	How can I get electronic access to the proxy materials?

A:	The Notice will provide you with instructions regarding how to:

	·	view our proxy materials for the meeting through the internet at www.iproxydirect.com/SCWO; and

	·	instruct us to send our future proxy materials to you electronically by email.

	If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

Q:	Is there a list of stockholders entitled to vote at the Special Meeting?

A:	The names of stockholders of record entitled to vote will be available for inspection by stockholders of record for 10 days prior to the meeting. If you are a stockholder of record and want to inspect the stockholder list, please send a written request to our Secretary at 374Water Inc., 100 Southcenter Court, Suite 200, Morrisville, NC 27560 or by e-mail at investors@374water.com to arrange for access to the stockholder list.

Q:	Who will tabulate the votes?

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

Q:	Where can I find the voting results of the Special Meeting?

A:	We will announce preliminary voting results at the Special Meeting. We expect to publish the voting results in a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Special Meeting.

Q:	I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

A:	The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process is commonly referred to as “householding.”
	Brokers with account holders who are 374Water stockholders may be householding our proxy materials. A single set of proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you notify your broker or us that you no longer wish to participate in householding. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker, (2) direct your written request to: Investor Relations, 374Water Inc., 100 Southcenter Court, Suite 200, Morrisville, NC 27560 or (3) contact our Investor Relations department by email at investors@374water.com or by phone at (984) 374-1444. Stockholders who receive multiple copies of the proxy statement or annual report at their address and would like to request householding of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address above, a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

Q:	What if I have questions about my shares or need to change my mailing address?

A:	If you are a stockholder of record, you may contact our transfer agent, Equiniti Trust Company, LLC, by telephone at (919) 744-2722, or by email at transfer-ID@equiniti.com, if you have questions about your shares or need to change your mailing address.

Q:	Who is soliciting my proxy and paying for the expense of solicitation?

A:	The proxy for the Special Meeting is being solicited on behalf of our board of directors. We will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding proxy materials to beneficial owners. In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person or by telephone or facsimile. None of these individuals will receive any additional or special compensation for doing this, although we may reimburse these individuals for their reasonable out-of-pocket expenses. We do not expect to, but have the option to, retain a proxy solicitor. If you choose to access the proxy materials or vote via the internet or by phone, you are responsible for any internet access or phone charges you may incur.

Q:	Who can help answer my questions?

A:	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 (984) 374-1444.

	Number of shares before Reverse Stock Split	1-for-8	1-for-20
Authorized Common Stock	1,000,000,000	1,000,000,000	1,000,000,000
Issued and Outstanding	169,248,799	21,156,100	8,462,440
Issuable under Outstanding Options under the 2021 Plan	18,749,252	2,343,657	937,463
Issuable under Outstanding Options not under the 2021 Plan	5,700,000	712,500	285,000
Issuable under Outstanding Restricted Stock Units	8,441,797	1,055,225	422,090
Issuable under Outstanding Performance Stock Units	5,840,864	730,108	292,044
Issuable under Outstanding Common Stock Warrants	8,775,244	1,096,906	438,762
Authorized but Unissued and Unreserved	783,244,044	972,905,506	989,162,202

	·	our ability to maintain the listing of our common stock on Nasdaq;

	·	the expectation that having a share price over a certain threshold may be seen as a more attractive investment to potential investors;

	·	the per share price of our common stock immediately prior to the Reverse Stock Split;

	·	the expected stability of the per share price of our common stock following the Reverse Stock Split;

	·	the likelihood that the Reverse Stock Split will result in increased marketability and liquidity of our common stock;

	·	prevailing market conditions;

	·	general economic conditions in our industry; and

	·	our market capitalization before and after the Reverse Stock Split.

	·	An individual who is a citizen or resident of the United States, as determined for U.S. federal income tax purposes;

	·	A corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any state thereof or the District of Columbia;

	·	A trust, the substantial decisions of which are controlled by one or more United States persons and which is subject to the primary supervision of a court in the United States, or a trust that has validly elected under applicable Treasury regulations to be treated as a United States person for U.S. federal income tax purposes; or

	·	An estate that is subject to U.S. federal income tax on its income regardless of source.

Name and address	Number of shares beneficially owned		Percentage of ownership
5% stockholders (other than directors and officers)
Yaacov (Kobe) Nagar⁽¹⁾		32,977,358		19.6	%
Directors and Officers
Marc Deshusses⁽²⁾		22,700,451		13.4	%
Deanna Rene Estes⁽³⁾		292,500	*
Stephen J. Jones⁽⁴⁾		1,304,593	*
James Pawloski		193,300	*
Buddie Joe (BJ) Penn⁽⁵⁾		240,000	*
James M. Vanderhider⁽⁶⁾		1,985,000		1.2	%
Christian Gannon⁽⁷⁾		1,893,751		1.1	%
Peter Mandel⁽⁸⁾		270,286	*
Brad I. Meyers⁽⁹⁾		454,730	*
Jeffrey Quick⁽¹⁰⁾		116,666	*
All directors and officers as a group (10 persons)⁽¹¹⁾		25,316,178		16.3	%

(1)	Based on the most recently available Form 4 filed with the SEC on October 22, 2025, Mr. Nagar beneficially owns and holds sole voting and investment power over 32,646,843 shares of our common stock. The address for Mr. Nagar is 600 Park Offices Dr., Suite 300, Durham, NC 27709.

(2)	Consists of 22,652,451 shares of common stock, and a warrant to purchase 48,000 shares of common stock that is exercisable as of October 21, 2025.

(3)	Consists of 236,500 shares of common stock, a warrant to purchase 36,000 shares of common stock that is exercisable as of October 21, 2025, and options to purchase 20,000 shares of common stock that are either exercisable or will become exercisable within 60 days of October 21, 2025.

(4)	Consists of 179,593 shares of common stock, and options to purchase 1,125,000 shares of common stock that are either exercisable or will become exercisable within 60 days of October 21, 2025.

(5)	Consists of 190,000 shares of common stock, a warrant to purchase 30,000 shares of common stock that is exercisable as of October 21, 2025, and options to purchase 20,000 shares of common stock that are either exercisable or will become exercisable within 60 days of October 21, 2025.

(6)	Consists of 1,420,000 shares of common stock owned and held by Aspen View LP, 170,000 shares of common stock owned and held directly by Mr. Vanderhider, a warrant to purchase 375,000 shares of common stock that is exercisable as of October 21, 2025, and options to purchase 20,000 shares of common stock that are either exercisable or will become exercisable within 60 days of October 21, 2025. Mr. Vanderhider has sole voting and dispositive power over the securities held by Aspen View LP.

(7)	Consists of 717,223 shares of common stock, a warrant to purchase 180,000 shares of common stock that is exercisable as of October 21, 2025, options to purchase 885,417 shares of common stock that are either exercisable or will become exercisable within 60 days of October 21, 2025, and 111,111 restricted stock units vesting within 60 days of October 21, 2025.

(8)	Consists of 155,823 shares of common stock, a warrant to purchase 16,200 shares of common stock that is exercisable as of October 21, 2025, options to purchase 67,106 shares of common stock that are either exercisable or will become exercisable within 60 days of October 21, 2025, and 31,157 restricted stock units vesting within 60 days of October 21, 2025.

(9)	Consists of 111,417 shares of common stock, options to purchase 343,313 shares of common stock that are either exercisable or will become exercisable within 60 days of October 21, 2025, and 25,646 restricted stock units vesting within 60 days of October 21, 2025.

(10)	Consists of options to purchase 116,666 shares of common stock that are either exercisable or will become exercisable within 60 days of October 21, 2025.

(11)	Consists of 25,316,178 shares of common stock, warrants to purchase 549,000 shares of common stock that are exercisable as of October 21, 2025, options to purchase 1,722,140 shares of common stock that are either exercisable or will become exercisable within 60 days of October 21, 2025, and 116,696 restricted stock units vesting within 60 days of October 21, 2025.

	2.	The foregoing amendment was duly adopted in accordance with Section 242 of the Delaware General Corporation Law.

	3.	Prior to this Certificate of Amendment becoming effective, the Board of Directors of the Corporation determined that each [●] ([●]) issued shares of Common Stock be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock.

	4.	This Certificate of Amendment shall become effective at 12.01 a.m., Eastern Time, on December 26, 2025.

	374WATER INC.

	By:
		Stephen J. Jones,
		Interim President and Chief Executive Officer

374WATER INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS SPECIAL MEETING OF STOCKHOLDERS – DECEMBER 15, 2025 AT 9:00 AM EASTERN TIME
CONTROL ID:
REQUEST ID:

The undersigned, a stockholder of 374Water Inc. (the “Company”), hereby revoking any proxy heretofore given, does hereby appoint Stephen J. Jones, as the proxy with full power of substitution, for and in the name of the undersigned to attend the 2025 Special Meeting of stockholders of the Company to be held online at https://edge.media-server.com/mmc/go/SCWO2025SG on Monday, December 15, 2025 beginning at 9:00 AM, Eastern Time, or at any adjournment or postponement thereof (the “Special Meeting”), and there to vote, as designated below, all of the shares of the undersigned’s common stock of the Company held of record as of the close of business on October 24, 2025. The aforenamed proxy holders shall have all the powers which the undersigned would possess if personally present at the Special Meeting.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

VOTING INSTRUCTIONS
If you vote by phone, fax or internet, please DO NOT mail your proxy card.

	MAIL:	Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope.
	FAX:	Complete the reverse portion of this Proxy Card and Fax to 202-521-3464.
	INTERNET:	https://www.iproxydirect.com/SCWO
	PHONE:	1-866-752-VOTE(8683)

SPECIAL MEETING OF THE STOCKHOLDERS OF 374WATER INC.		PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: ☒

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
		CONTROL ID: REQUEST ID:
Proposal 1		FOR	AGAINST	ABSTAIN
	To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to, at the discretion of our board of directors, effect a reverse stock split with respect to our issued and outstanding common stock, including any common stock held by the Company as treasury shares, at any time prior to or on December 26, 2025, at a ratio of 1-for-8 to 1-for-20 (the “Range”), with the ratio within such Range to be determined at the discretion of our board of directors (or any of its delegated authorized persons) without further approval or authorization of our stockholders.	☐	☐	☐

Proposal 2		FOR	AGAINST	ABSTAIN
	To authorize an adjournment or adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1.	☐	☐	☐
			MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING: ☐
THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” PROPOSAL 1 AND 2.			MARK HERE FOR ADDRESS CHANGE ☐ New Address (if applicable): ____________________________ ____________________________ ____________________________ IMPORTANT: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. Dated: ________________________, 2025

			(Print Name of Stockholder and/or Joint Tenant)

			(Signature of Stockholder)

			(Second Signature if held jointly)