[8-K] Energy Recovery, Inc. Reports Material Event

Rhea-AI Filing Summary

Overview: On August 6, 2025, Energy Recovery, Inc. (ERII) announced that its Board authorized a share repurchase program to buy back up to $25.0 million of common stock under the "August 2025 Authorization".

Program terms: Repurchases may be made via open market trades, block trades or privately negotiated transactions. Timing and amounts are at management's discretion and will depend on business, economic, market and regulatory conditions. The program does not obligate the Company to purchase any specific number of shares and may be expanded, extended, modified or discontinued. The Company will launch the program in Q3 of fiscal 2025 and expects purchases to occur over the next nine months, funded with cash on hand.

Exhibits and signature: The filing references a press release (Ex.99.1) and an Inline XBRL cover page (Ex.104). The report is signed by William Yeung, Chief Legal Officer, dated August 6, 2025.

Positive

• Board authorized a repurchase program of up to $25.0 million.
• Funding source disclosed: the Company expects to fund repurchases with cash on hand.
• Flexible execution: repurchases may occur via open market, block trades or privately negotiated transactions.
• Defined launch and duration: program to launch in Q3 FY2025 with purchases over the next nine months.

Negative

• No obligation to acquire any specific number of shares under the program.
• Program may be expanded, extended, modified or discontinued, creating execution uncertainty.
• Timing and amounts discretionary and subject to business, economic, market and regulatory factors.
• No disclosure of target share count, price range or expected impact on outstanding shares or EPS.

Insights

Financial Analyst

TL;DR: Board authorized a $25.0M buyback to begin Q3 FY2025; timing and size are discretionary and purchases span nine months.

The authorization signals management intent to return capital to shareholders and provides flexibility to repurchase shares via open market, block trades or negotiated transactions. The company expects to fund repurchases with cash on hand and has set a nine-month execution window beginning in Q3 FY2025. However, because the program imposes no obligation to repurchase a specific amount and lacks detail on target volumes or price bands, its near-term impact on EPS or outstanding share count cannot be quantified from this filing alone.

Corporate Governance Expert

TL;DR: Repurchase authorization demonstrates a governance decision to deploy cash for buybacks with flexible execution and no mandatory purchase commitments.

From a governance perspective, the Board-approved program provides the company with configurable capital-allocation authority and multiple execution methods, which can be appropriate for opportunistic share repurchases. The explicit statement that repurchases will be funded with cash on hand clarifies funding source. The company also notes the program may be modified or discontinued, preserving Board and management discretion. Absent additional disclosures on size relative to market capitalization or intended cadence, the materiality for shareholders remains indeterminate.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2025

ENERGY RECOVERY, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-34112

01-0616867

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1717 Doolittle Drive, San Leandro, California 94577

(Address of Principal Executive Offices) (Zip Code)

(510) 483-7370

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

ERII

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01    Other Events.

On August 6, 2025, Energy Recovery, Inc (the “Company”) announced that the Board of Directors of the Company authorized the Company to repurchase up to $25.0 million of outstanding shares of its common stock, $0.001 par value per share, pursuant to a new share repurchase program (the “August 2025 Authorization”). Under the August 2025 Authorization, the Company may repurchase shares through open market trades, block trades and/or privately negotiated transactions, in compliance with applicable state and federal securities laws. The timing and amounts of any purchases will be at management’s discretion and depend on a variety of factors, including business, economic and market conditions, regulatory requirements, prevailing stock prices and other considerations. The share repurchase program does not obligate the Company to acquire any specific number of shares in any period, and may be expanded, extended, modified or discontinued at any time without prior notice. The Company will launch the August 2025 Authorization in the third quarter of fiscal year 2025, and purchases will occur over the next 9 months. The Company expects to fund the repurchases with cash on hand.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit Number						Description
99.1						Press Release, issued by Energy Recovery on August 6, 2025
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Energy Recovery, Inc.

Date:

August 6, 2025

By:

/s/ William Yeung

William Yeung

Chief Legal Officer

FAQ

What did Energy Recovery (ERII) announce on August 6, 2025?

The Company announced Board authorization of a share repurchase program to buy back up to $25.0 million of common stock.

When will ERII begin repurchases under the August 2025 Authorization?

The Company will launch the authorization in Q3 of fiscal 2025, with purchases expected to occur over the next nine months.

How will ERII execute the share repurchases?

Repurchases may be made via open market trades, block trades and/or privately negotiated transactions, in compliance with applicable laws.

How will ERII fund the repurchase program?

The Company expects to fund repurchases with cash on hand.

Does the program obligate ERII to purchase a specific number of shares?

No. The program does not obligate the Company to acquire any specific number of shares and may be modified or discontinued.

Where can I find the official press release and filing exhibits?

The filing references a press release (Exhibit 99.1) issued August 6, 2025, and an Inline XBRL cover page (Exhibit 104).

Who signed the Form 8-K for ERII and when?

The report is signed by William Yeung, Chief Legal Officer, dated August 6, 2025.