Energy Recovery (ERII) CFO receives 45,626 restricted stock units in equity grant

Rhea-AI Filing Summary

Mancini Michael S. reported acquisition or exercise transactions in this Form 4 filing.

Energy Recovery, Inc. reported that Chief Financial Officer Michael S. Mancini received an equity grant in the form of employee restricted stock units. The award covers 45,626 restricted stock units, each representing one share of common stock to be delivered at settlement.

According to the grant terms, 25% of these restricted stock units will vest on each of the first four anniversaries of the grant date, subject to the usual conditions. Following this grant, Mancini directly holds 75,051 shares of the company’s 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^*

Mancini Michael S.

(Last) (First) (Middle)

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		A		45,626(1)(2)	A	$0	75,051	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 employee restricted stock units were granted on the transaction date. 25% of the restricted stock units will vest on the first four anniversaries of the grant date.

2. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Company's common stock.

Remarks:

Exhibit 24

	/s/ William Yeung, Attorney-in-Fact for Michael S. Mancini	02/19/2026
	** 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 its CFO?

Energy Recovery reported that CFO Michael S. Mancini received a grant of 45,626 restricted stock units. These units are a form of equity compensation that can convert into common shares over time, aligning executive incentives with long-term shareholder interests.

How many restricted stock units did ERII’s CFO receive and what do they represent?

The CFO received 45,626 restricted stock units, each representing the right to receive one share of Energy Recovery common stock at settlement. This equity award increases his potential future ownership, depending on continued service and vesting conditions.

What are the vesting terms of the ERII CFO’s restricted stock unit grant?

The restricted stock units vest in four equal installments, with 25% vesting on each of the first four anniversaries of the grant date. This multi-year vesting schedule is designed to encourage retention and long-term alignment with company performance.

How many Energy Recovery (ERII) shares does the CFO hold after this transaction?

After the reported grant, CFO Michael S. Mancini directly holds 75,051 shares of Energy Recovery common stock. This figure reflects his beneficial ownership following the award, combining previously held shares with the newly granted equity units as disclosed.

Did the ERII CFO pay cash for the 45,626 restricted stock units granted?

No cash payment was reported for the 45,626 restricted stock units, which were granted at a reported price of $0.0000 per unit. This indicates they were issued as compensation rather than purchased in an open-market transaction or private cash-funded acquisition.

What type of Form 4 transaction code was used in the ERII CFO filing?

The transaction used code “A,” indicating a grant, award, or other acquisition of securities. In this case, it reflects an equity compensation award of restricted stock units to the CFO, rather than an open-market buy or sell transaction in the company’s shares.