Energy Recovery SVP sells 5,387 company shares

Energy Recovery, Inc. SVP, Water Rodney Clemente reported transactions in company common stock.

Accepted by SEC EDGAR 07/29/2026 - 08:00 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Energy Recovery, Inc. SVP, Water Rodney Clemente reported transactions in company common stock. On July 28, 2026, he sold 5,387 shares at $8.56 per share in an open-market or private transaction pursuant to a Rule 10b5-1 trading plan. On July 27, 2026, 2,320 shares were disposed of at $8.42 per share to satisfy tax obligations through share withholding upon vesting under Rule 16b-3(e).

Insider Trade Summary

Net Seller: 5,387 shares

Net Sell 2 txns

Insider Clemente Rodney

Role SVP, Water

Sold 5,387 shs ($46K)

Share of Position Sold 4.7%

Type	Security	Shares	Price	Value
Sale	Common Stock F2	5,387	$8.56	$46K
Tax Withholding	Common Stock F1	2,320	$8.42	$20K

Holdings After Transaction: Common Stock — 108,301 shares (Direct)

Holdings Before and After: Common Stock, 116,008 to 108,301 shares (Direct)

Other Insiders: 1 other insider reported open-market sales of this stock in the 30 days up to this filing.

Footnotes (2)

1. F1. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).
2. F2. These transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

Key Figures

Shares sold: 5,387 shares Sale price: $8.56 per share Shares withheld for taxes: 2,320 shares +2 more

5 metrics

Shares sold 5,387 shares Common stock sale on July 28, 2026

Sale price $8.56 per share Price for 5,387-share sale of common stock

Shares withheld for taxes 2,320 shares Tax-withholding disposition on July 27, 2026

Tax withholding price $8.42 per share Price for 2,320-share tax-withholding transaction

Net buy/sell shares -5,387 shares Net shares sold across reported transactions

Key Terms

Rule 10b5-1 trading plan, Rule 16b-3(e), tax obligation by withholding securities

3 terms

Rule 10b5-1 trading plan regulatory

"transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Rule 16b-3(e) regulatory

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

tax obligation by withholding securities financial

"Payment of tax obligation by withholding securities incident to the vesting of securities"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did ERII executive Rodney Clemente report?

Rodney Clemente, SVP, Water, reported selling 5,387 ERII common shares at $8.56 and a 2,320-share disposition at $8.42 for tax withholding. Both transactions involved Energy Recovery common stock.

Was the July 28, 2026 ERII stock sale by the SVP under a 10b5-1 plan?

Yes. The July 28, 2026 sale of 5,387 ERII shares at $8.56 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person, indicating the trades followed a pre-established plan.

How many ERII shares were withheld for taxes in Rodney Clemente’s Form 4?

The filing reports 2,320 ERII shares disposed of at $8.42 per share as payment of a tax obligation. The shares were withheld incident to the vesting of securities in accordance with Rule 16b-3(e).

What is the net share impact of Rodney Clemente’s reported ERII transactions?

Across the reported transactions, the net effect is a disposition of 5,387 ERII shares based on the sale transaction. The separate 2,320-share disposition relates specifically to tax withholding on vesting, as described in the footnotes.

What prices were involved in the recent ERII insider transactions by the SVP?

The SVP sold 5,387 ERII shares at $8.56 per share on July 28, 2026, and had 2,320 shares withheld for taxes at $8.42 per share on July 27, 2026, according to the Form 4.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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).

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 CALIFORNIA 94577

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2026

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

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

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

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	07/27/2026		F		2,320(1)	D	$8.42	113,688	D
Common Stock	07/28/2026		S		5,387(2)	D	$8.56	108,301	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).

2. 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	07/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)