Energy Recovery (ERII) CTO reports 2,724-share tax withholding

Rhea-AI Filing Summary

Energy Recovery, Inc. Chief Technology Officer Ramanan Natarajan reported a tax-related share withholding. On the transaction date, 2,724 shares of common stock were disposed of at $10.22 per share to satisfy a tax obligation tied to vesting, under Rule 16b-3(e). After this withholding, he directly owned 52,837 common shares.

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^*

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)
03/03/2026

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	03/03/2026		F		2,724(1)	D	$10.22	52,837	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 Natarajan Ramanan	03/05/2026
	** 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).
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FAQ

What insider transaction did Energy Recovery (ERII) report for Ramanan Natarajan?

Energy Recovery reported that CTO Ramanan Natarajan had 2,724 common shares withheld to cover a tax obligation. The disposition was tied to the vesting of securities and executed under Rule 16b-3(e), rather than an open-market sale.

How many Energy Recovery (ERII) shares were involved in the CTO’s tax withholding?

The transaction involved 2,724 shares of Energy Recovery common stock. These shares were withheld to pay taxes associated with vesting equity awards, rather than being sold in the open market, and were priced at $10.22 per share.

At what price were the withheld Energy Recovery (ERII) shares valued?

The withheld shares were valued at $10.22 per share. This value applies to the 2,724 common shares used to satisfy the CTO’s tax obligation associated with the vesting of previously granted securities under Rule 16b-3(e).

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

After the tax-withholding disposition, Chief Technology Officer Ramanan Natarajan directly owns 52,837 shares of common stock. This post-transaction holding reflects his remaining direct ownership following the 2,724-share withholding for tax purposes.

Was the Energy Recovery (ERII) CTO’s Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. It was a tax-withholding disposition, where 2,724 shares were withheld to satisfy a tax obligation related to vesting, as described under Rule 16b-3(e) in the filing footnote.

What does Rule 16b-3(e) mean for this Energy Recovery (ERII) insider transaction?

Rule 16b-3(e) allows insiders to use company equity to satisfy tax or exercise obligations without it being treated as a typical market trade. Here, 2,724 shares were withheld from the CTO’s vesting award to cover his tax liability.