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SCHEDULE Filed 2026-01-26 Event 2026-01-22 SEC 0001654954-26-000598 →

Nagar Yaacov 374Water Inc. SCWO

Stake: 19.00% Shares: 3,211,263 CUSIP: 88583P203 Class: Common Stock, $0.001 par value per share

Item 4 — Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Letter Agreement As previously disclosed in the Group Schedule 13D, on December 14, 2025, the Reporting Person entered into a letter agreement with the Issuer (the "Agreement"). Pursuant to the Agreement, Ms. Deanna Rene Estes would tender her resignation as a member of the Board of Directors of the Issuer (the "Board"), which resignation would be effective following and no later than the date that the inspector of elections for the 2025 Special Meeting of Stockholders of the Issuer held on December 15, 2025 (the "Special Meeting") certified that the Issuer's stockholders approved and adopted by the requisite vote the Reverse Stock Split Proposal as defined in the Issuer's definitive proxy statement on Schedule 14A filed with the SEC on November 3, 2025. Further, pursuant to the Agreement, the Issuer agreed, among other things, to identify three candidates to be appointed to the Board (the "Candidates"), each of whom shall be mutually acceptable to the Issuer and the Reporting Person, among other qualifications. Upon the identification of certain Candidates as provided in the Agreement, each of Messrs. Buddie Joe (BJ) Penn and James Vanderhider have agreed to resign as members of the Board. The Issuer also agreed that if the Reverse Stock Split Proposal was approved and adopted by the requisite vote of the Issuer's stockholders at the Special Meeting, the reverse stock split contemplated by the Reverse Stock Split Proposal would be effected at a ratio of 1-for-10 shares. In addition, pursuant to the Agreement, the Reporting Person has agreed to abide by certain voting commitments. Specifically, the Reporting Person has agreed to, or his representatives would, appear in person or by proxy at the Special Meeting and to vote all shares of common stock of the Issuer beneficially owned in accordance with the Board's recommendations with respect to all proposals submitted to stockholders at the Special Meeting. The Agreement will remain effective until the earlier of (i) the appointment of the third Candidate contemplated in the Agreement and (ii) the date that is 30 calendar days following written notice of a breach of the Agreement from the non-breaching party, subject to certain conditions as described in the Agreement. The Reporting Person endeavors to work with the remaining members of the Issuer's Board to identify qualified candidates to fill the existing Board vacancies. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 1 to this Amendment No. 2 and is incorporated herein by reference. The Reporting Person does not have any current plan or proposal that relates to or would result in any of the matters described in Items 4(a) - (j) of Schedule 13D, except as described in this Schedule 13D or as would occur upon, in connection with completion of, or following, any of the actions described in this Schedule 13D. The Reporting Person will continue to analyze and evaluate his investment in the Issuer and reserves the right to change his plans and intentions at any time with respect to any of the foregoing.

Cross-References

Insider Activity (last 365d)
0 transactions
0 buys · 0 sales · 0 awards/exercises
Issuer Cluster
2 13D/G filings on this issuer
1 other filing besides this one
Filer Track Record
2 filings by this filer
1 other filing in the data moat
Short Interest · settle 2026-03-31
DTC 3.87
272,531 shares short · +9.2% vs prior

Other 13D/G Filings on 374Water Inc.

FiledFormFilerStakeShares
2026-01-05 SCHEDULE Nagar Yaacov 19.00% 3,211,263 view →

Other Filings by Nagar Yaacov

FiledFormIssuerStakeShares
2026-01-05 SCHEDULE 374Water Inc. SCWO 19.00% 3,211,263 view →

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