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374Water (SCWO) investor relations material

374Water Proxy Filing summary

Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.
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Proxy Filing summary15 Dec, 2025

Executive summary

  • Entered into a binding agreement with a major shareholder to secure support for a 1-for-10 reverse stock split proposal at the December 15, 2025 Special Meeting.

  • In exchange for voting support, agreed to significant changes in board composition, including the resignation of three directors and appointment of mutually acceptable new candidates.

  • The agreement includes a voting commitment and irrevocable proxy for all shares held by the shareholder, representing about 19% of outstanding votes.

  • The agreement will remain effective until either all new board candidates are appointed or 30 days after notice of breach, subject to cure provisions.

Voting matters and shareholder proposals

  • The primary proposal is a reverse stock split at a 1-for-10 ratio, to be voted on at the December 15, 2025 Special Meeting.

  • The shareholder has committed to vote all his shares in favor of the reverse stock split and in accordance with board recommendations on all proposals.

  • Stockholders are encouraged to review the definitive proxy statement and related materials for full details on the proposals.

Board of directors and corporate governance

  • Deanna Rene Estes will resign from the board following certification of the reverse stock split vote.

  • Three new board candidates, mutually acceptable to both parties, will be identified and appointed, including at least one audit committee financial expert.

  • Directors Buddie Joe (BJ) Penn and James Vanderhider will resign contingent on the identification of suitable replacements.

  • Vacancies from resignations will only be filled by mutually agreed candidates.

Nagar's influence on board appointments?
Why lock in 1-for-10 split ratio now?
Scope of Nagar's irrevocable proxy?
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Frequently asked questions

374Water Inc. is a cleantech company specializing in innovative waste management solutions. The company's flagship technology, AirSCWO, employs supercritical water oxidation to transform various organic wastes—including sewage sludge, biosolids, food waste, and both hazardous and non-hazardous materials—into inert, reclaimable minerals, clean water, and renewable energy. This technology offers a modular, containerized system capable of processing over six wet tons of waste per day, making it suitable for a range of sectors, including industrial wastewater management, municipal waste treatment, and military applications. The company is headquartered in Durham, North Carolina, and its shares are listed on NASDAQ.

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