Energy Recovery (NASDAQ: ERII) CFO settles taxes with 4,798 withheld shares

Rhea-AI Filing Summary

Energy Recovery, Inc. Chief Financial Officer Michael S. Mancini reported a share withholding related to equity compensation. On 01/30/2026, 4,798 shares of common stock were withheld at a price of $14.30 per share to cover tax obligations upon vesting, as permitted under Rule 16b-3(e). After this transaction, Mancini beneficially owned 29,425 shares of Energy Recovery common stock directly.

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^*

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)
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		4,798(1)	D	$14.3	29,425	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 Michael S. Mancini	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).
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 ERII’s CFO report on January 30, 2026?

Energy Recovery’s CFO Michael S. Mancini reported a withholding of 4,798 common shares on January 30, 2026. The shares were retained by the company to satisfy tax obligations triggered when equity awards vested under Rule 16b-3(e).

Was the ERII CFO’s Form 4 transaction a discretionary sale of shares?

No. The Form 4 describes shares withheld to pay taxes upon vesting of equity awards, not a market sale. The company withheld 4,798 shares at $14.30 per share in accordance with Rule 16b-3(e) tax settlement procedures.

How many ERII shares does CFO Michael S. Mancini own after this transaction?

After the reported tax-withholding transaction, CFO Michael S. Mancini beneficially owned 29,425 shares of Energy Recovery common stock directly. This figure reflects his holdings following the 4,798-share withholding for tax obligations on January 30, 2026.

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

Transaction code “F” in the Form 4 indicates shares were withheld by the issuer to cover tax obligations. In this case, 4,798 Energy Recovery common shares were withheld when equity awards vested, consistent with Rule 16b-3(e) treatment.

What price was used for the ERII CFO’s tax withholding shares?

The tax withholding transaction used a price of $14.30 per share for the 4,798 Energy Recovery common shares. This figure appears on the Form 4 as the transaction price per share for the withholding related to vested equity awards.

Does the ERII Form 4 indicate direct or indirect ownership by the CFO?

The Form 4 indicates that after the transaction, the CFO’s 29,425 Energy Recovery shares are held with direct ownership. The ownership form is reported as “D,” meaning the shares are directly owned rather than held through an intermediate entity or trust.