374Water Inc. 8-K

What Happened

• 374Water Inc. (SCWO) filed an 8-K reporting that director Buddie Joe Penn resigned effective January 5, 2026; his resignation was not due to any disagreement with the company. On the same date the company appointed Bradley Freels, age 66, to the Board and to the Board’s compensation committee.
• Mr. Freels is Chairman and CEO of Midway (real estate investment, development, and construction) since 1999, serves as Chairman of Midway Holdings, L.P., and Executive Chairman of Parkway. He holds an MBA and a BBA in Marketing from Texas A&M University.

Key Details

• Resignation and appointment effective: January 5, 2026.
• Committee role: Mr. Freels was also appointed to the compensation committee effective Jan 5, 2026.
• Compensation/agreements: Mr. Freels will be paid under the company’s standard non-employee director compensation and the company expects to enter into its customary indemnification agreement.
• Financing involvement: Prior to appointment Mr. Freels had been coordinating potential financing opportunities with management and may participate as an investor; any successful financing transaction(s) would total more than $120,000 in aggregate.
• Appointment followed a Letter Agreement dated Dec 14, 2025, between the company and Yaacov (Kobe) Nagar; no other reportable related-party transactions were disclosed.

Why It Matters

• Board composition change: A new director with extensive real estate and investment experience joins the board and the compensation committee, which could influence governance and strategic discussions.
• Potential financing ties: Mr. Freels’ existing involvement in potential financings — and possible personal investment participation — is disclosed, so investors should note the company may pursue financings connected to a board member.
• No dispute: The resignation was not due to any disagreement with company operations, reducing immediate governance-concern risk.