Energy Recovery (ERII) CEO Moon has 17,160 shares withheld to cover taxes

Rhea-AI Filing Summary

Energy Recovery, Inc. (ERII) insider David W. Moon, the company’s President, CEO, and a director, reported a tax-related share withholding. On January 30, 2026, 17,160 shares of common stock were withheld at $14.30 per share to cover tax obligations tied to vesting equity awards.

After this transaction, Moon directly beneficially owned 151,257 shares of Energy Recovery common stock. The filing describes this as a payment of tax obligations through share withholding in accordance with Rule 16b‑3(e).

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Moon David W

(Last) (First) (Middle)

1717 DOOLITTLE DR.

(Street)

SAN LEANDRO CA 94577

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Energy Recovery, Inc. [ ERII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2026		F		17,160(1)	D	$14.3	151,257	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

Remarks:

Exhibit 24

	/s/ William Yeung, Attorney-in-Fact for David W. Moon	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did ERII President and CEO David W. Moon report?

David W. Moon reported a tax-withholding transaction where 17,160 Energy Recovery (ERII) common shares were withheld. The shares were used to satisfy tax obligations arising from vested equity awards under Rule 16b-3(e), rather than an open-market sale.

At what price were David W. Moon’s ERII shares withheld for taxes?

The 17,160 Energy Recovery (ERII) shares withheld for David W. Moon’s taxes were valued at $14.30 per share. This price is used in the Form 4 to quantify the tax-related share withholding tied to his vesting equity awards.

How many ERII shares does David W. Moon own after this Form 4 transaction?

After the reported tax-withholding transaction, David W. Moon directly beneficially owns 151,257 shares of Energy Recovery (ERII) common stock. This figure reflects his holdings following the 17,160 shares withheld to satisfy tax obligations on vesting awards.

Was David W. Moon’s ERII Form 4 transaction an open-market sale?

No, the Form 4 indicates the transaction was a tax withholding, not an open-market sale. Shares were withheld incident to the vesting of securities, described as payment of tax obligations in accordance with Rule 16b-3(e), rather than a discretionary sale.

What does transaction code “F” mean in David W. Moon’s ERII Form 4?

Transaction code “F” on the Form 4 indicates a tax withholding transaction. For David W. Moon, 17,160 ERII shares were withheld by the issuer to cover tax obligations triggered by the vesting of his equity-based compensation awards.