Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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374Water Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
88583P203 (CUSIP Number) |
Yaacov Nagar 600 Park Offices Dr., Suite 300 Durham, NC, 27713 (919) 672-3095 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/30/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 88583P203 |
| 1 |
Name of reporting person
Yaacov Nagar | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,771,263.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
10.16 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The percentage is based on 17,441,368 share of the Issuer's common stock outstanding as of March 27, 2026, as reported in the Issuer's fiscal year ended December 31, 2025, on form 10-K filed on March 30, 2026, after giving effect to the Issuer's 1-for-10 reverse split that took effect on December 26, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share | |
| (b) | Name of Issuer:
374Water Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
100 Southcenter Court, Suite 200, Morrisville,
NORTH CAROLINA
, 27560. | |
Item 1 Comment:
Explanatory Note The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (this "Amendment No. 3"). This Amendment No. 3 was required as the result of dispossition of 1,440,000 Shares by the Reporting Person to irrevocable trust created for the benefit of other individuals and amends the Schedule 13D as specifically set forth herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover page of this Schedule 13D/A for the number of shares of Common Stock and percentage of the Common Stock benefically owned by the Reporting Person. The percentage is based on 17,441,368 shares of the Issuer's common stock outstanding as of March 27, 2026, as reported in the Issuer's fiscal year report ended December 31, 2025, on form 10-K filed on March 30, 2026. | |
| (b) | See rows (7) through (10) of the cover page to this Schedule 13D/A for the number of shares of Common Stock the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | Since the filing the Schedule 13 D/A on January 23, 2026, there have been no transactions in the Shares by the Reporting Person during the past 90 days in the open market: The Reporting Person has effected the following transactions in the Common Stock, which occurred through private transfers of the Shares to irrevocable trust created for the benefit of other individuals and did not involve any consideration. On April 30, 2026, the Reporting Person trasferred 720,000 Shares to the independent trustee of the Future Water I irrevocable trust, and another 720,000 Shares to the independent trustee of the Future Water II irrevocable trust. The Reporting Person is neither a beneficiary nor trustee of either irrevocable trust. As such, the Reporting Person has no power to voter or transfer the Shares. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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