374Water Inc 2025年度报告

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 Commission File No. 000-27866 (Exact name of Registrant as specified in its charter) 100 Southcenter Court, Suite 200Morrisville, North Carolina 27560(Address of principal executive offices) (Zip Code) 440-601-9677(Registrant’s telephone number, including area code) Name of each exchange on which registeredNasdaq Stock Market Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smallerreporting company as defined in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated FilerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Ex- change Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to theprice at which the stock was sold, or the average bid and ask prices of such stock equity, as of June 30, 2025, the last business day ofthe issuer’s most recently completed second fiscal quarter: $27.4 million. As of March 27, 2026, the number of outstanding shares of common stock, $0.0001 par value per share, of the registrant was17,441,368. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to its 2026 annual meeting of stockholders (the “2026 Proxy Statement”)are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2026 Proxy Statement will befiled with the U.S. Securities and Exchange Commission within 120 days after the end of the year to which this report relates. 374WATER INC.Annual Report on Form 10-KYear Ended December 31, 2025 INDEX Page PART IITEM 1.BUSINESS.3ITEM 1A. RISK FACTORS12ITEM 1B. UNRESOLVED STAFF COMMENTS.31ITEM 1C. CYBERSECURITY31ITEM 2.PROPERTIES.32ITEM 3.LEGAL PROCEEDINGS.32ITEM 4.MINE SAFETY DISCLOSURES.32PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES.33ITEM 6.SELECTED FINANCIAL DATA.34ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS.34ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.40ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.40ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE.40ITEM 9A. CONTROLS AND PROCEDURES.40ITEM 9B. OTHER INFORMATION.41PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.42ITEM 11. EXECUTIVE COMPENSATION.42ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS.42ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.42ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.42PART IVITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES.43 P