Energy Recovery (NASDAQ: ERII) SVP reports tax share withholding

Rhea-AI Filing Summary

Energy Recovery, Inc. executive reports tax share withholding. SVP, Water Rodney Clemente reported two Form 4 transactions on January 30, 2026, both coded “F,” meaning shares were withheld to cover taxes on vesting, not sold in the open market.

The company withheld 694 shares of common stock at $14.65 per share and 8,397 shares at $14.30 per share to satisfy tax obligations tied to equity awards under Rule 16b-3(e). After these transactions, Clemente directly owned 91,674 shares of Energy Recovery 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

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 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)
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		694(1)	D	$14.65	100,071	D
Common Stock	01/30/2026		F		8,397(1)	D	$14.3	91,674	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 Rodney Clemente	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 did ERII executive Rodney Clemente report on this Form 4 filing?

Rodney Clemente reported tax-related share withholding, not an open-market sale. On January 30, 2026, Energy Recovery withheld 694 and 8,397 common shares to cover taxes on vesting equity awards, leaving him with 91,674 directly owned shares.

Were the ERII shares in this Form 4 sold in the open market?

No, the ERII shares were withheld to cover tax obligations. The Form 4 uses transaction code “F,” and the footnote states the shares were withheld under Rule 16b-3(e) incident to vesting, rather than sold through discretionary open-market transactions.

How many ERII shares were withheld for taxes from Rodney Clemente?

A total of 9,091 ERII shares were withheld for taxes. The filing shows 694 common shares withheld at $14.65 per share and 8,397 shares withheld at $14.30 per share on January 30, 2026, in connection with vesting equity awards.

How many ERII shares does Rodney Clemente own after these transactions?

After the reported transactions, Clemente directly owns 91,674 ERII shares. The Form 4’s second line in Table I lists 91,674 common shares beneficially owned following the tax-withholding transaction, all reported as directly held ownership.

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

Code “F” indicates tax withholding on vesting of equity awards. In this filing, the code is paired with a footnote explaining the shares were withheld to pay tax obligations under Rule 16b-3(e), rather than reflecting discretionary purchases or sales in the market.

What rule governed the ERII tax withholding reported by Clemente?

The tax withholding followed SEC Rule 16b-3(e). The Form 4 footnote explains that Energy Recovery withheld shares to satisfy tax obligations incident to the vesting of securities, in accordance with Rule 16b-3(e), which governs insider transactions under compensatory plans.