Energy Recovery (NASDAQ: ERII) CLO sells stock, withholds shares for tax

Rhea-AI Filing Summary

Energy Recovery, Inc. Chief Legal Officer William Yeung reported multiple insider stock transactions. On January 28, 2026, he sold 7,271 common shares at $14.55 per share under a Rule 10b5-1 trading plan. On February 2, 2026, he sold another 729 shares at $14.46 per share.

On January 30, 2026, 1,003 and 8,622 shares were withheld at $14.65 and $14.30 per share to cover tax obligations tied to vesting. After these transactions, Yeung directly owned 79,744 shares, with an additional 5,568 shares reported as indirectly owned through his spouse.

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
Estimated average burden
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^*

Yeung William

(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)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2026

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	01/28/2026		S		7,271(1)	D	$14.55	90,098	D
Common Stock	01/30/2026		F		1,003(2)	D	$14.65	89,095	D
Common Stock	01/30/2026		F		8,622(2)	D	$14.3	80,473	D
Common Stock	02/02/2026		S		729(1)	D	$14.46	79,744	D
Common Stock								5,568	I	Spouse

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.

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

Remarks:

	/s/ William Yeung	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.
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 transactions did ERII report for William Yeung?

The filing shows William Yeung, Chief Legal Officer of Energy Recovery, sold common stock and had shares withheld for taxes. Sales occurred on January 28 and February 2, 2026, with additional share withholdings on January 30, 2026 related to vesting events.

How many ERII shares did William Yeung sell in this Form 4?

The Form 4 reports Yeung sold 7,271 Energy Recovery common shares on January 28, 2026 at $14.55 each and 729 shares on February 2, 2026 at $14.46 each, executed under a pre-established Rule 10b5-1 trading plan.

Why were some ERII shares marked with transaction code "F"?

Transactions coded “F” reflect shares withheld to satisfy tax obligations. On January 30, 2026, 1,003 and 8,622 shares of Energy Recovery common stock were withheld in connection with vesting, in accordance with Rule 16b-3(e) for tax payment.

How many ERII shares does William Yeung own after these transactions?

After the reported trades and tax withholdings, Yeung directly owned 79,744 shares of Energy Recovery common stock. The Form 4 also reports an additional 5,568 shares as indirectly owned through his spouse, reflecting family-related holdings.

What is the significance of the Rule 10b5-1 plan mentioned for ERII?

The filing notes that the reported stock sales were made under a Rule 10b5-1 trading plan adopted by Yeung. Such plans pre-schedule trades, allowing insiders to sell shares according to a set formula or timing, independent of later material information.

What role does William Yeung hold at Energy Recovery, Inc. (ERII)?

According to the Form 4, William Yeung serves as an officer of Energy Recovery with the title Chief Legal Officer. He is not listed as a director or 10% owner, but is a senior executive with reporting obligations under Section 16.