Executive at Energy Recovery (ERII) covers tax bill with withheld shares

Rhea-AI Filing Summary

Energy Recovery, Inc. Chief Human Resources Officer Matthew Hostetler reported an automatic share withholding to cover taxes tied to vesting equity. On January 30, 2026, 3,359 shares of common stock were withheld at $14.30 per share under transaction code F. After this tax-related withholding, Hostetler directly beneficially owned 20,597 shares of Energy Recovery common stock.

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^*

Hostetler Matthew

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Human Resources Officer

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		3,359(1)	D	$14.3	20,597	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 Matthew Hostetler	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).
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FAQ

What insider transaction did ERII executive Matthew Hostetler report?

Matthew Hostetler reported an automatic tax-related share withholding. On January 30, 2026, 3,359 Energy Recovery common shares were withheld at $14.30 each to satisfy tax obligations from vesting equity, leaving him with direct beneficial ownership of 20,597 shares.

Was the ERII Form 4 transaction an open-market sale of shares?

No, the ERII Form 4 shows a tax withholding, not an open-market sale. The company withheld 3,359 vested shares at $14.30 each to cover Matthew Hostetler’s tax obligation, consistent with Rule 16b-3(e), rather than him selling shares in the market.

How many ERII shares does Matthew Hostetler own after the reported transaction?

After the tax withholding transaction, Matthew Hostetler directly beneficially owns 20,597 Energy Recovery common shares. This figure reflects his holdings following the withholding of 3,359 shares used to satisfy taxes associated with equity vesting on January 30, 2026.

What does transaction code F mean on the ERII Form 4 filing?

Transaction code F indicates a tax withholding related to equity vesting. In this ERII filing, 3,359 shares were withheld at $14.30 per share to pay taxes due when previously granted securities vested for executive Matthew Hostetler under Rule 16b-3(e).

What role does Matthew Hostetler hold at Energy Recovery (ERII)?

Matthew Hostetler serves as Energy Recovery’s Chief Human Resources Officer. The Form 4 identifies him as an officer, not a director or 10% owner, and reports a routine tax-withholding transaction involving his vested common stock awards on January 30, 2026.

How was the price determined for the ERII shares withheld for taxes?

The tax-withheld ERII shares are reported at a price of $14.30 per share. This price is used solely to calculate the value of the 3,359 shares withheld to satisfy Matthew Hostetler’s tax obligation arising from vesting equity, as disclosed in the Form 4.