Executive at Energy Recovery (NASDAQ: ERII) awarded 45,626 restricted stock units

Rhea-AI Filing Summary

Energy Recovery, Inc. reported that SVP, Water Rodney Clemente acquired an award of 45,626 restricted stock units on the transaction date. The grant was priced at $0.0000 per unit, reflecting an equity compensation award rather than a market purchase.

According to the terms, 25% of the restricted stock units will vest on each of the first four anniversaries of the grant date, spreading the vesting over four years. Each restricted stock unit gives the right to receive one share of common stock upon settlement, bringing Clemente’s direct holdings to 136,576 shares after the award.

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^*

Clemente Rodney

(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)
	SVP, Water

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	136,576	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 Rodney Clemente	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 Rodney Clemente?

Energy Recovery reported that SVP, Water Rodney Clemente received a grant of 45,626 restricted stock units. The award was recorded at $0.0000 per unit, indicating equity compensation rather than an open-market share purchase or sale.

How do the 45,626 restricted stock units for ERII’s SVP vest over time?

The 45,626 restricted stock units granted to ERII’s SVP, Water vest over four years. 25% of the units vest on each of the first four anniversaries of the grant date, creating a multi‑year retention and incentive schedule for the executive.

What does each restricted stock unit granted at Energy Recovery (ERII) represent?

Each restricted stock unit granted to the ERII executive represents the right to receive one share of common stock at settlement. This means 45,626 units could convert into the same number of common shares as they vest and are settled.

How many Energy Recovery (ERII) shares does Rodney Clemente hold after this grant?

Following the restricted stock unit award, SVP, Water Rodney Clemente is reported to own 136,576 shares of Energy Recovery common stock directly. This figure reflects his holdings immediately after the 45,626-unit equity grant was recorded.

Was the Energy Recovery (ERII) insider award a market purchase or compensation grant?

The transaction was a grant or award acquisition, not a market purchase. The 45,626 restricted stock units were issued at a stated price of $0.0000 per unit, which is typical of equity compensation rather than open‑market buying or selling.