374Water (SCWO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on September 18, 2026, with voting on key proposals and director elections.

• Proxy materials, including the 2025 Annual Report, were distributed to shareholders starting August 25, 2026.

• Shareholders of record as of July 31, 2026, are eligible to vote on the proposals.

Voting matters and shareholder proposals

• Election of six directors to serve until the 2027 annual meeting.

• Approval to amend the certificate of incorporation to reduce authorized common stock from 1,000,000,000 to 75,000,000 shares.

• Approval to amend the certificate to conform director and officer liability provisions to Delaware law.

• Ratification of Cherry Bekaert LLP as independent auditor for fiscal 2026.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of six members, four of whom are independent under Nasdaq rules.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and a Pricing Committee.

• Annual assessment of board leadership structure; current separation of Chair and CEO roles.

• Code of Conduct and Ethics and insider trading policy in place; hedging and short sales prohibited.

• Policy for recovery of erroneously awarded compensation adopted per Nasdaq and SEC rules.