Energy Recovery CTO awarded 29,106 RSUs

Ramanan Natarajan reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Ramanan Natarajan reported acquisition or exercise transactions in this Form 4 filing.

Energy Recovery, Inc. reported that its Chief Technology Officer, Ramanan Natarajan, received an equity award in the form of restricted stock units. He was granted 29,106 employee restricted stock units of common stock, with no cash price per share listed for the grant.

According to the vesting terms, 25% of these restricted stock units will vest on each of the first four anniversaries of the grant date, spreading the award over four years. Each restricted stock unit represents the right to receive one share of Energy Recovery common stock at settlement, and following this award his directly held common stock position reported in the filing is 55,561 shares.

Insider Trade Summary

Grant/Award: 29,106 shares

Grant/Award 1 txn

Insider Ramanan Natarajan

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	29,106	$0.00	$0.00

Holdings After Transaction: Common Stock — 55,561 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Company's common stock.

FAQ

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What did Energy Recovery (ERII) disclose about Ramanan Natarajan in this Form 4?

Energy Recovery disclosed that Chief Technology Officer Ramanan Natarajan received a grant of 29,106 restricted stock units of common stock. This equity award is structured to vest over four years and increased his reported direct holdings to 55,561 common shares after the grant.

How many shares did the Energy Recovery (ERII) CTO acquire in this Form 4 filing?

The CTO, Ramanan Natarajan, acquired 29,106 restricted stock units tied to Energy Recovery common stock. These units are part of an equity compensation grant and will convert into shares as they vest over time, according to the four-year vesting schedule described.

What are the vesting terms of the ERII restricted stock units granted to the CTO?

The restricted stock units granted to the CTO vest in four equal installments. Specifically, 25% of the 29,106 units will vest on each of the first four anniversaries of the grant date, creating a multi-year incentive and retention structure linked to company performance and tenure.

What does each Energy Recovery (ERII) restricted stock unit represent in this grant?

Each restricted stock unit in this grant represents the right to receive one share of Energy Recovery’s common stock upon settlement. As the units vest over the four-year schedule, they can convert into an equivalent number of common shares for the reporting officer.

How many Energy Recovery (ERII) shares does the CTO hold after this Form 4 transaction?

After the reported grant, Chief Technology Officer Ramanan Natarajan is shown as owning 55,561 shares of Energy Recovery common stock directly. This figure reflects his holdings following the addition of the 29,106 restricted stock units reported in the Form 4 filing.

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Accepted by SEC EDGAR 02/19/2026 - 04:55 PM Learn about SEC filing dates

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^*

Ramanan Natarajan

(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 Technology 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		29,106(1)(2)	A	$0	55,561	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 Natarajan Ramanan	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.
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