SEC Form DEFA14A filed by 374Water Inc.

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

374WATER INC.

(Name of Registrant as Specified In Its Charter)

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No fee required.

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

374WATER INC.

CONTROL ID:

REQUEST ID:

DATE:

MONDAY, DECEMBER 15, 2025

TIME:

9:00 A.M. EASTERN TIME

LOCATION:

HTTPS://EDGE.MEDIA-SERVER.COM/MMC/GO/SCWO2025SGM

HOW TO REQUEST PAPER OR E-MAIL COPIES OF OUR MATERIALS

PHONE:

CALL TOLL FREE

1-866-752-8683

FAX:

SEND THIS CARD TO

202-521-3464

INTERNET:

HTTPS://WWW.IPROXYDIRECT.COM/SCWO 

AND FOLLOW THE ON-SCREEN INSTRUCTIONS.

E-MAIL:

[email protected] 

INCLUDE YOUR CONTROL ID IN YOUR E-MAIL.

THIS COMMUNICATION REPRESENTS A NOTICE TO ACCESS A MORE COMPLETE SET OF PROXY MATERIALS, CONSISTING OF THE PROXY STATEMENT AND THE PROXY CARD, AVAILABLE TO YOU ON THE INTERNET AND IS NOT A FORM OF VOTING. WE ENCOURAGE YOU TO ACCESS AND REVIEW ALL OF THE IMPORTANT INFORMATION CONTAINED IN THE PROXY MATERIALS BEFORE VOTING. THE PROXY STATEMENT IS AVAILABLE AT: HTTPS://WWW.IPROXYDIRECT.COM/SCWO

IF YOU WANT TO RECEIVE A PAPER OR E-MAIL COPY OF THE PROXY MATERIALS YOU MUST REQUEST ONE. THERE IS NO CHARGE TO YOU FOR REQUESTING A COPY.  TO FACILITATE TIMELY DELIVERY PLEASE MAKE THE REQUEST, AS INSTRUCTED ABOVE, BY NOVEMBER 30, 2025. IF YOU DO NOT MAKE THE REQUEST BY NOVEMBER 30, 2025, YOU WILL NOT RECEIVE A PAPER OR E-MAIL COPY OF THE PROXY MATERIALS.

YOU MAY ENTER YOUR VOTING INSTRUCTIONS AT HTTPS://WWW.IPROXYDIRECT.COM/SCWO
UNTIL 11:59 PM EASTERN TIME DECEMBER 14, 2025.

THE PURPOSES OF THIS MEETING ARE AS FOLLOWS:  

1.

TO APPROVE AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO, AT THE DISCRETION OF THE COMPANY’S 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 THE COMPANY’S BOARD OF DIRECTORS (OR ANY OF ITS DELEGATED AUTHORIZED PERSONS) WITHOUT FURTHER APPROVAL OR AUTHORIZATION OF THE COMPANY’S STOCKHOLDERS;

2.

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; AND

3.

SUCH OTHER BUSINESS AS MAY ARISE AND THAT MAY PROPERLY BE CONDUCTED AT THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

374WATER INC.

C/O ISSUER DIRECT COMPLIANCE

1110 CENTRE POINT CURVE

STE 101

MENDOTA HEIGHTS MN 55120

FIRST-CLASS MAIL

US POSTAGE

PAID

DURHAM NC

PERMIT # 302