Energy Recovery (ERII) SVP Rodney Clemente sells 724 shares under 10b5-1 plan

Rhea-AI Filing Summary

Energy Recovery, Inc. executive Rodney Clemente, SVP, Water, reported a small planned stock sale. On February 5, 2026, he sold 724 shares of common stock at $14.59 per share under a pre-arranged Rule 10b5-1 trading plan.

After this sale, Clemente still beneficially owns 90,950 shares of Energy Recovery common stock directly.

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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

X

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^*

Clemente Rodney

(Last) (First) (Middle)

C/O ENERGY RECOVERY, INC.

1717 DOOLITTLE DRIVE

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Water

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		S		724(1)	D	$14.59	90,950	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. These transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

Remarks:

Exhibit 24

	/s/ William Yeung, Attorney-in-Fact for Rodney Clemente	02/09/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Energy Recovery (ERII) report for February 5, 2026?

Energy Recovery reported that SVP, Water, Rodney Clemente sold 724 shares of common stock on February 5, 2026. The shares were sold at $14.59 each under a Rule 10b5-1 trading plan, which pre-schedules trades to help avoid concerns about trading on inside information.

How many Energy Recovery (ERII) shares did the insider sell and at what price?

Rodney Clemente sold 724 shares of Energy Recovery common stock at $14.59 per share. This was disclosed in a Form 4 filing. The transaction was relatively small and executed pursuant to a pre-arranged Rule 10b5-1 trading plan adopted by the reporting person.

How many Energy Recovery (ERII) shares does Rodney Clemente own after this Form 4 trade?

Following the reported sale, Rodney Clemente beneficially owns 90,950 shares of Energy Recovery common stock directly. This post-transaction holding figure comes from the Form 4, which lists the amount of securities beneficially owned after the 724-share sale on February 5, 2026.

Who is the insider involved in the latest Energy Recovery (ERII) Form 4 filing?

The insider is Rodney Clemente, an officer of Energy Recovery with the title SVP, Water. He is not listed as a director or 10% owner. The Form 4 shows his direct ownership and the small stock sale executed under a Rule 10b5-1 trading plan.

Was the Energy Recovery (ERII) insider sale part of a Rule 10b5-1 trading plan?

Yes. The filing states that the transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. Such plans allow insiders to pre-schedule trades, providing a structured way to sell shares while reducing potential insider trading concerns.

Is the Energy Recovery (ERII) insider transaction a direct or indirect ownership change?

The transaction involves directly held shares. The Form 4 classifies the 724 shares of common stock sold by Rodney Clemente as directly owned both before and after the trade. No indirect ownership structures or disclaimers are referenced in the provided disclosure excerpt.