Annual report
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Number: 001-34112 Energy Recovery, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 01-0616867 (State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 1717 Doolittle Drive San Leandro, California 94577 (Address of Principal Executive Offices) (Zip Code) (510) 483-7370 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $0.001 par value ERII Nasdaq Stock Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Ac during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to su requirements for the past 90 days. Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Ru Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to subm files). Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting co the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Act: Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying wi revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prep its audit report. ☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includ reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compens
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by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑ The aggregate market value of the voting stock held by non-affiliates amounted to approximately $595 million on June 30, 2025. The number of shares of the registrant’s common stock outstanding as of February 19, 2026 was 52,828,666 shares. DOCUMENTS INCORPORATED BY REFERENCE As noted herein, the information called for by Part III is incorporated by reference to specified portions of the registrant’s definitive proxy statem in conjunction with the registrant’s 2026 Annual Meeting of Stockholders, which is expected to be filed not later than 120 days after the registrant’s fis ended December 31, 2025. Table of Contents TABLE OF CONTENTS Page No. PART I Item 1Business 1 Item 1ARisk Factors 14 Item 1BUnresolved Staff Comments 27 Item 1CCybersecurity 27 Item 2Properties 30 Item 3Legal Proceedings 30 Item 4Mine Safety Disclosures 30 PART II Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31 Item 6[Reserved] 34 Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations 34 Item 7AQuantitative and Qualitative Disclosures About Market Risk 43 Item 8Financial Statements and Supplementary Data 44 Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 90 Item 9AControls and Procedures 90 Item 9BOther Information 91 Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections 91 PART III Item 10Directors, Executive Officers and Corporate Governance 92 Item 11Executive Compensation 92 Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters93 Item 13Certain Relationships and Related Transactions and Director Independence 94 Item 14Principal Accounting Fees and Services 94 PART IV Item 15Exhibits and Financial Statement Schedules 94 Item 16Form 10-K Summary 95 Signatures 96
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) Table of Contents Forward-Looking Information This Annual Report on Form 10-K for the year ended December 31, 2025, including Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (the “MD&A”), contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this report include, but are not statements about our expectations, objectives, anticipations, plans, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements represent our current expectations about future events, are based on assumptions, and invol uncertainties. If the risks or uncertainties occur or the assumptions prove incorrect, then our results may differ materially from th or implied by the forward-looking statements. Our forward-looking statements are not guarantees of future performance or even Words such as “expects,” “anticipates,” “aims,” “projects,” “intends,” “plans,” “believes,” “estimates,” “seeks,” “continue,” “c “may,” “potential,” “should,” “will,” “would,” and variations of such words and similar expressions are also intended to identify suc looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to pr therefore, actual results may differ materially and adversely from those expressed in any forward-looking statement. Readers a risks and uncertainties identified under Part I, Item 1A, “Risk Factors,” and elsewhere in this report for factors that may cause actual results t be different from those expressed in these forward-looking statements. Except as required by law, we undertake no obligation t update publicly any forward-looking statement for any reason. Forward-looking statements in this report include, without limitation, statements about the following: • our belief that the pressure exchanger is the industry standard for energy recovery in the seawater reverse osmosis desalination (“SWRO”) industry; • our belief that the scalability and versatility of our PX® Pressure Exchanger® (“PX”) can help us achieve success in emerging wastewater markets; • our belief that the Ultra High-Pressure PX addresses key challenges associated with treating wastewater in a range of reverse osmosis (“RO”) applications; • our belief that the Ultra High-Pressure PX addresses key challenges, such as energy intensity and environmental impacts associated with treating wastewater; • our belief that the Ultra High-Pressure PX can help make RO the preferred treatment option to achieve zero and minimum liquid discharge (“ZLD” and “MLD”, respectively) requirements by enhancing RO’s affordability and efficiency compared to thermal treatment options; • our expectation of greater demand of our PX in the wastewater market due to expanding environmental regulations; • our belief that our hydraulic turbochargers deliver substantial savings, operational benefits and ease of integration into desalination systems; • our anticipation that markets not traditionally associated with desalination, such as the United States of America (the “U.S.”) and China will inevitably develop and provide further revenue growth opportunities; • our belief that countries around the world will continue to mandate ZLD or MLD requirements for specific industries; • our belief that, as the existing thermal technology is replaced with RO technology, demand for our products will be created; • our belief that our PX offers market-leading value with the highest technological and economic benefit; • our belief that ongoing operating costs and life cycle costs rather than the initial capital expenditures are the key facto selection of an energy recovery device solution for megaproject (“MPD”) customers; • our belief that our PX has a distinct competitive advantage in the market for desalination plants and numerous wastew market verticals, because our PX 1) has minimal unplanned and planned downtime, resulting in lower lifecycle mainte cost, 2) is a cost-effective energy recovery solution, 3) is made with highly durable and corrosion-resistant aluminum oxide (“alumina”) ceramic parts and outperforms our competition with respect to quality, flexibility and durability, and 4) is warrantied for high efficiencies; • our belief that leveraging our pressure exchanger technology will unlock new commercial opportunities in the future; • our belief that our PX G1300® can contribute to help make CO2-based refrigeration more economically viable in a broader range of climates; • our expectation that once the PX G1300 is established, our belief that our sales process will organically evolve;
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | FLS 1 Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | FLS 2 Table of Contents • our belief that competitive technologies to the PX G1300 could arise as CO2-based refrigeration systems become more prevalent; • our belief that our current facilities will be adequate for the foreseeable future; • our belief that by investing in research and development, we will be well positioned to continue to execute on our pro strategy; • our belief that our technology helps our customer achieve environmentally sustainable operations; • our expectation that sales outside of the U.S. will remain a significant portion of our revenue; • the scale of the environmental impact from the use of our solutions; • our belief that the integration of sustainability principles into our corporate and risk management strategies can streng existing business as well as our efforts to develop new applications of pressure exchanger technology for high-pressu flow environments; • the timing of our receipt of payment for products or services from our customers; • our belief that our existing cash and cash equivalents, our short and/or long-term investments, and the ongoing cash generated from our operations, will be sufficient to meet our anticipated liquidity needs for the foreseeable future, with the excep decision to enter into an acquisition and/or fund investments in our latest technology arising from rapid market adopti could require us to seek additional equity or debt financing; • our expectations relating to the amount and timing of recognized revenue from our projects; • our expectation that, as we expand our international sales, a portion of our revenue could be denominated in foreign and the impact of changes in exchange rates on our cash and operating results; • our expectation of increased sales and lower marketing expenditures for 2026; • our expectation that we will continue to receive a tax benefit related to U.S. federal foreign-derived intangible income research and development tax credit; • our expectation that we will be able to enforce our intellectual property (“IP”) rights; • our expectation that the adoption of new accounting standards will not have a material impact on our financial positio of operations; • the outcome of proceedings, lawsuits, disputes and claims; • the impact of losses due to indemnification obligations; • other factors disclosed under Part I, Item 1, “Business,” Item 1A, “Risk Factors,” and Item 2, “Properties,” and Part II, Item MD&A, and Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” and elsewhere in this Form 10 ‑ K. You should not place undue reliance on these forward-looking statements. These forward-looking statements reflect man opinions only as of the date of the filing of this Annual Report on Form 10-K. All forward-looking statements included in this document are subject to additional risks and uncertainties further discussed under Part I, Item 1A, “Risk Factors,” and are based on information available to us as of February 25, 2026. We assume no obligation to update any such forward-looking statements. Certain risks and uncertaintie cause actual results to differ materially from those projected in the forward-looking statements. These forward-looking statemen disclosed from time to time in our Quarterly Reports on Form 10 ‑ Q and Current Reports on Form 8 ‑ K filed with, or furnished to, the Se and Exchange Commission (the “SEC”), as well as in Part I, Item 1A, “Risk Factors,” within this Annual Report on Form 10-K. It is important to note that our actual results could differ materially from the results set forth or implied by our forward-looki statements. The factors that could cause our actual results to differ from those included in such forward-looking statements are under the heading Item 1A, “Risk Factors,” in our Quarterly Reports on Form 10-Q, in our Annual Reports on Form 10-K, and fro time, in our results disclosed in our Current Reports on Form 8-K. We provide our Annual Reports on Form 10 ‑ K, Quarterly Reports on Form 10 ‑ Q, Current Reports on Form 8 ‑ K, Proxy Sta Schedule 14A, Forms 3, 4 and 5 filed by, or on behalf of, directors, executive officers and certain large shareholders, and any am those documents filed or furnished pursuant to the Securities Exchange Act of 1934, free of charge on the Investor Relations se website, www.energyrecovery.com. These filings will become available as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. From time to time, we may use our website as a channel of distribution of mate information. Table of Contents
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | FLS 3 We also make available in the Investor Relations section of our website our corporate governance documents including ou business conduct and ethics and the charters of the audit, compensation and nominating and governance committees. These d well as the information on the website, are not intended to be part of this Annual Report on Form 10-K. We use the Investor Relations section of our website as a means of complying with our disclosure obligations under Regulation FD. Accordingly, you should m Investor Relations section of our website in addition to following our press releases, SEC filings and public conference calls and Table of Contents PART I Item 1 — Business Overview
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 1 Energy Recovery, Inc. (the “Company”, “Energy Recovery”, “we”, “our” and “us”) designs and manufactures world-class en technology for critical infrastructure that communities rely on every day, driving a more resilient and sustainable future. Grounde than 30 years of leadership in the desalination industry, today we use our proprietary pressure exchanger technology to help cus multiple industries improve their operations and lower their emissions. We have been incorporated in the state of Delaware since 2001. Our corporate headquarters, principal research and dev (“R&D”), and manufacturing facility is located in San Leandro, California. In addition, we have manufacturing and warehouse spa California. We have a global direct sales team and on-site technical support staff to service customers in the United States of America (the “U.S.”), Europe, North, South and Latin America, the Middle East, Northern Africa, and Asia. On February 25, 2026, we decided to wind down operations of the CO2 retail grocery business within our Emerging Technologies segment due to a fundamental change in the outlook of the business. See Note 13, “Subsequent Events,” of the Notes for further discussion regarding the wind down. Pressure Exchanger Technology Our pressure exchanger technology platform is at the heart of many of our solutions. It is designed to efficiently capture a pressure energy, making commercial and industrial processes more efficient and environmentally sustainable, thereby lowering energy, and minimizing emissions. This versatile technology is applicable to a wide range of industries that utilize pressurized fl including liquids and gas, and is ideal for a wide range of pressure ratings. Our pressure exchanger technology acts like a fluid piston, efficiently transferring energy between high- and low-pressure through continuously rotating ducts. Key to the operation of a pressure exchanger is the micron-level clearances between the ro pressure exchanger’s stationary components, including the sleeve and the end covers. Fluid circulating within this clearance ac lubricated bearing, minimizing frictional losses and wear for an extremely efficient exchange of pressure energy. Table of Contents
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 2 The original product application of our pressure exchanger technology, the PX® Pressure Exchanger® (“PX”) energy recovery device was a major contributor to the advancement of seawater reverse osmosis desalination (“SWRO”) globally, addressing “energy intensity”, which is a key pain point for the industry. The PX, which we believe is today’s industry standard in energy recovery in desalinati establishes a value proposition by reducing energy use by up to 60% in SWRO facilities. It is this significant savings that allowe supplant thermal desalination as today’s desalination technology of choice. The PX, which uses no electricity, operates at up to 98% efficiency and is designed to operate with no scheduled maintenance. Today we continue to push the boundaries of our core technology to handle different operating environments and industrial applications, such as wastewater and carbon dioxide (“CO2”) refrigeration, and deliver reliable, high-performance solutions that generate cost savings and increase energy efficiency for our customers. Table of Contents Water Treatment Markets The need for clean water and energy optimization around the world is intensifying, driven by population growth, industrializ urbanization, pollution, and climate change. Apart from seasonal variations, the attainable supply of fresh water generally remai is already decreasing in some geographic areas, as we believe that the reliability of rainfall grows more erratic in many geograp levels drop in rivers and aquifers, and rising oceans encroach on historically fresh water sources near the coasts. It has been projected by the United Nations General Assembly that by 2030, global freshwater demand will exceed freshwater supply by 40%. These trends make the markets we serve, such as desalination and wastewater treatment, increasingly critical to meet growing global water demand. O lower the costs and environmental impact associated with water production and treatment in the desalination and wastewater m respectively. In addition, we help our customers and the end user in their sustainability compliance goals. Reverse osmosis (“RO”) is the preferred technology in the vast majority of desalination facilities and growing in importance in wastewater applications. As an industry leader in energy recovery devices, we deliver efficient, scalable solutions for recovering otherwise wasted energy in the RO process, thereby helping our customers lower their operating costs and reduce carbon emissions. Desalination
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 3 Worldwide seawater desalination plants using our products produce over 43 million cubic meters of water per day (“m3/day”). As water scarcity grows in communities across the globe, we are proud of our impact in enabling more affordable, sustainable acce resource. Typical Process Flow Diagram * Main pump size reduced by up to 60% compared to a SWRO process not using any energy recovery device. Table of Contents Seawater Reverse Osmosis Desalination. Energy intensive pumps are used to pressurize feed waters with varying concentrations of salts, minerals and contaminants, which is then pumped through a semi-permeable membrane to achieve the desired water qua quality. This process results in fresh water, suitable for potable, agricultural and industrial use and a highly concentrated and pre concentrate or brine stream. Rather than dissipating or “wasting” the pressure energy from the discharge brine, our PX, the most commonly adopted energy recovery solution, can transfer the pressure energy from the high-pressure discharge stream directly to a portio pressure filtered feed water stream, thereby reducing the amount of flow required by the main high-pressure process pumps, wh largest consumers of power within the SWRO process. Our highly efficient technology can recycle this pressure energy at peak efficien up to 98%. This results in a more efficient process as the size of the high-pressure pumps are greatly reduced, no longer needed for full membrane feed flow, and are now re-sized for the permeate flow, thus reducing the energy usage by up to 60%, compared to a system without energy recovery devices. As a result, our PXs have helped make seawater desalination an economically viable and more sustainable option in the production of potable water. Seawater desalination has been our primary market for revenue generation. These markets range from small, decentraliz desalination plants, such as those used in cruise ships and resorts, to large-scale project (“megaproject”) desalination plants, de those which produce over 50 thousand m3/day. Because of the geographical location of many significant desalination projects, geopolit and economic events can influence the timing of expected projects. We anticipate that markets traditionally not associated with such as the Americas, China and certain countries in Europe and North Africa, will develop and provide further revenue growth o Both seawater and brackish market opportunities are represented by newly constructed (“greenfield”) and existing (“brown treatment projects. These opportunities include retrofits, upgrades, and plant expansions, that either operate without an energy device or utilize alternative energy recovery device technologies. The large-scale greenfield market has been the key market fo business and represents projects that are typically public in nature and involve a formal tendering process; while smaller project private in nature, may or may not involve a formal tendering process. Typical brownfield facilities face higher energy consumptio reduced plant availability due to legacy technologies, aging or outdated equipment, and include improvements to existing operat equipment upgrades and potential expansions of existing capacity. We work directly with the project bidders, generally large project developers, engineering, procurement, and construction firms (“EPC”
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 4 firm), end-users, and industry consultants, to specify our products prior to the project being awarded, where possible. Once the awarded to an EPC firm, our normal sales process ensues. The greenfield market is highly competitive, and the tendering process close attention to the cost to desalinate water (i.e., dollars per cubic meter of water produced). Retrofit opportunities may or ma formal tendering process. We typically approach the plant owners, operators, and/or end-users of these facilities to present our cycle cost value-proposition. Wastewater The wastewater market has more variety and covers a wide range of industries, such as discharges from heavy manufacturin production, chemical processing, mining operations, and municipal plants, and geographies. As governments across the globe focus on water conservation, reusing, recycling, and limiting the amount of pollution, they are establishing more stringent require wastewater treatment to maximize water recovery, and to comply with growing freshwater withdrawal and discharge regulations. Z minimum liquid discharge (“ZLD” and “MLD”, respectively) applications are being observed in countries throughout the world. We expec trend to continue to expand as we observe the implementation of regulations on the discharge of wastewater effluents as the world responds to the growing gap between water availability and demand while focusing on minimizing and/or eliminating pollution from these i Brackish Water Reverse Osmosis Desalination. The brackish RO process is similar to that of the SWRO process. Brackish water typically has lower salt, mineral and contaminant content than seawater, therefore, fewer solids need to be removed and less en expended on pressurizing the feed water. Due to the lower cost and available pressure energy involved, our low pressure PX and hydraulic turbochargers generally have characteristics more applicable to the brackish process. The salt content in the feed water will ultima determine the system design and operating conditions which, in turn, will drive decisions related to the specification or type of energy recovery device to be employed, if any. Table of Contents Energy Recovery Devices Utilized During Each Stage in the Treatment Train As climate change becomes the focus of many countries, governments around the world are increasing their regulations o sustainability as well as providing voluntary incentives. Many municipal and industrial industries are adopting more sustainable practices to reduce their reliance on existing water resources, as well as to market their sustainability performance to the public active risk management to their investors. Sectors such as automotive, including electric vehicles, chemicals, pulp and paper, te semiconductors, and other heavy industries are often large water consumers. Their water usage can compete with municipal an water resources, further straining potable water supply in areas already struggling with water scarcity. A variety of RO technologies may be utilized in the wastewater applications where our energy recovery solutions are applicable. Suc processes are typically multi-staged, with each stage increasing in pressure as the wastewater is filtered to recover clean water wastewater stream and concentrate pollutants to a level where they can be economically utilized or safely disposed, rather than into the environment. Our energy recovery solutions, such as our hydraulic turbochargers, low-pressure PX, and our Ultra High-Pressure PX, can be applied to each of these stages. Technology Conversion The thermal desalination process was the dominant seawater desalination technology employed throughout the 1990s. In process, thermal energy is used to evaporate water from heated seawater and subsequently condenses the vapor to produce fr water. Starting in the early 1990s, due to many factors including the introduction and greater usage of energy recovery devices, the process
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 5 of choice for the desalination industry shifted from thermal- to membrane-based RO desalination. Over the past two decades RO desalination technology has become the predominant technology, supplanting thermal desalina technology as today’s desalination technology of choice. As water desalination plants that use the thermal desalination technolo industry expects the majority of these plant owners to replace their existing thermal technology with RO desalination technology. These conversions are driving new demand for RO desalination equipment, which in turn creates demand for our products. We also see a similar technology conversion in the wastewater market. Thermal technologies have been the technology of choice fo RO systems seeking to maximize the removal of waste from the water used in the manufacturing process, such as in ZLD processes, where all water is recovered and contaminants are reduced to solid waste, and MLD processes, where near-ZLD processes produce small volumes of liquid waste. Similar to seawater desalination, thermal technologies are an energy- and cost-intensive method for cleaning w discharge processes, with up to 50% of costs typically stemming from thermal treatments. Adopting ultra high-pressure reverse (“UHPRO”) treatment methods to achieve ZLD and MLD objectives moves the cost of these thermal technologies further downstream. O PX U Series pressure exchangers further reduce wasted energy of the UHPRO process by returning pressure energy to the system, ultimately reducing overall energy costs and potentially lowering capital expenditures. Table of Contents Water Treatment Solutions Pressure Exchangers Our line of pressure exchangers are high efficiency positive-displacement isobaric energy recovery devices made of a highly- engineered ceramic cartridge supported by a highly efficient hydrodynamic and hydrostatic bearing system. Models in this prod designed for use in a variety of reverse osmosis systems within the water treatment industry, including seawater and brackish de wastewater treatment, and reuse. High-Pressure PX Pressure Exchanger. Our highly efficient PX Pressure Exchanger family of energy recovery devices delivers unmatched energy savings for water treatment systems. We offer a variety of sizes defined by the flow and pressure requireme system ranging as low as 20 and up to 400 gallons per minute (“gpm”) (as low as 4.5 and up to 90.8 cubic meters of water per hour (“m3/h”)) per device at pressures between 400-1200 pounds per square inch (“psi”) (28-84 kilograms per square centimeter (“bar”)); however, our customers can design their energy recovery systems to achieve unlimited capacities by installing an array of PXs in parallel. Small and large desalination projects around the world rely on our range of PXs to achieve optimal operations and maximum energy savings, and we believe the scalability and versatility of our PX can achieve similar success in the emerging wastewater markets we are targeting. Ultra High-Pressure PX. Our Ultra High-Pressure PX energy recovery device, which we believe, addresses key challenges, such as energy intensity and environmental impacts associated with treating wastewater in a variety treatment applications. Designed with the pressure exchanger technology that powers our flagship high pressure PX, the Ultra High-Pressure PX, functions similarly to our PX but can withstand higher pressures. We offer a variety of sizes defined by the flow and pressure requirements of the system ranging as low as 10 and up to 250 gpm (or as low as 2.3 and up to 56.8 m3/h) per device at pressures up to 1800 psi (124 bar); however, by installing an array of PXs in parallel, our customers can design their energy recovery system to achieve unlimited capacities. While reverse osmosis adoption in wastewater treatment is growing, we believe our Ultra High-Pressure PX can help accelerate further adoption of reverse osmosis in the growing zero and minimum liquid discharge markets by enhancing RO’s affordability and efficiency compared to thermal treatment options, similar to the impact of our PX in the seawater desalination market. Low-Pressure PX. Products in this family are ideal for municipal and industrial potable water reuse applications that deploy low-pressure RO stages. We offer a variety of sizes defined by the flow and pressure requirements of the system ranging as low as 30 and up to 260 gpm (or as low as 6.8 and up to 59.0 m3/h) per device at pressures between 80-400 psi (6-28 bar); however, by installing an array of PXs in parallel, our customers can design their energy recovery system to achieve unlimited capacities. Pumps and Turbochargers We offer high-pressure centrifugal pumps designed to complement our energy recovery devices for a wide range of RO plant capacities and applications.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 6 Hydraulic turbochargers. Our AT and LPT hydraulic turbochargers are high efficiency centrifugal energy recovery devices used in low-pressure brackish and high-pressure seawater desalination systems and wastewater treatment markets. Our turbocharger product lines are highly efficient with state-of-the-art engineering in a compact configuration. With custom-des hydraulics that allow for optimum performance over a wide range of operating conditions, our turbocharger technology offers sol capital cost constrained single-stage RO applications, inter-stage boost applications typically found in brackish water desalination and s wastewater treatment systems. We believe our hydraulic turbochargers deliver substantial savings, operational benefits, and ease of integration into systems. Table of Contents Pumps. RO requires specialized high-pressure membrane feed and, in pressure exchanger applications, high-pressure circ pumps. We manufacture and/or supply specialized high-pressure feed and circulation pumps for only a portion of the markets s energy recovery solutions. Our high-pressure feed pumps are designed to pressurize the membrane feed flow and overcome th pressure requirements of the feed water resulting in the production of desalinated water. Our high-pressure circulation pumps a to circulate and control the high-pressure flow through our PX and to compensate for small pressure losses across the membranes, PX and associated process piping in many desalination and wastewater applications. Sales and Marketing Our strategically located direct sales force offers our products through capital sale to our customers around the world. We sales and service footprint in strategic territories to handle desalination activities, such as in the U.S., China, India, Latin America, Spain, Saudi Arabia, the United Arab Emirates, and countries in North Africa, allowing rapid response to our customers’ needs. In addi expanding our team to handle the growing wastewater from industrial plants in the U.S., China, India, South America, and Taiwa is comprised of individuals with many years of desalination and wastewater treatment industry expertise. Aligned to the geograp of our current and potential future customers, our product marketing approach includes a strategic presence at water industry ev various regions. In addition, we leverage our industry and market intelligence to develop new solutions and services that can be our growing customer base. A significant portion of our revenue is from outside of the U.S. Additional segment and geographical information regarding our product revenue is included in Note 2, “Revenue,” Note 9, “Segment Reporting,” and Note 10, “Concentrations,” of the Notes to Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K (the “Notes”). Competition As the water industry has evolved, we faced, and continue to face, increasing worldwide competition based on product off service. While our technology has been embraced for many years as the industry standard in RO desalination plants, the competition has increased over time whereby more companies are offering energy recovery devices similar to our devices. Furthermore, we exp competition to begin offering new products that incorporate newer technology and materials that may work with existing and newRO desalination and wastewater operations. We believe our flagship PX has a competitive advantage over products offered by our competitors because our devices (1) are made with highly durable and corrosion-resistant aluminum oxide (“alumina”) ceramic parts that are designed for a life of more than 25 years; (2) are, in certain circumstances, warrantied for high efficiencies; and (3) cause minimal unplanned and planned downtime, resulting in lower lifecycle cost and cost-effective energy recovery solutions. In addition, our PX offers optimum scalability in both the desalination and growing wastewater market with a quick startup and no scheduled maintenance, as well as having been proven in market and trusted by our customers. Project Channels We separate our Water segment sales into three distinct channels that are related to financial, other commercial, and tech aspects of the projects. We identify these sales channels as megaproject (“MPD”), original equipment manufacturers (“OEM”) and aftermarket (“AM”). Megaproject. MPD customers are major firms that develop, design, build, own and/or operate large-scale desalination plants capacities greater than 13.2 million gallons/day (50 thousand m3/day). A majority of our water treatment revenue comes from this channel. Our MPD customers have the required desalination expertise to engineer, undertake procurement for, construct, and sometimes o operate, large-scale desalination plants. Due to the project structures and capacities of these plants, ongoing operating costs a costs, rather than the initial capital expenditures are the key factor in the customers’ selection of an energy recovery device solution. As such, MPD customers most often select our PX, which we believe offers market-leading value with the highest technological and econo benefit. We work with our MPD customers to specify and optimize our PX solutions for their plant designs. The typical desalination and wastewater MPD project timeline between project tender and shipment may take up to 36 months; however, from time-to-time, may exceed
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 7 36 months. Each project in this channel generally represents revenue opportunities over $1 million. Table of Contents Original Equipment Manufacturer. OEM customers are companies that supply equipment, packaged systems, and various opera and maintenance solutions for small- to medium-sized desalination and wastewater plants utilized by commercial and industrial entities, and national, state, and local municipalities worldwide. We sell to our OEM customers a broad set of our products, including our PX, hydraulic turbochargers, high-pressure pumps, circulation booster pumps, and associated services. As it relates to desalination and wastewater OEM projects, these projects comprise of plants processing up to 13.2 million gallons/day (50 thousand m3/day), such as those located in hotels and resorts, power plants, cruise ships, agricultural sectors, local and other municipal sites, and industrial facilities. In addition, OEM customers purchase our solutions for mobile, decentralized “quick water” or emergency water solutions. Unlike MPD projects, desalination and wastewater OEM projects are smaller in scope and the initial capital expenditure, rather than future ongoing operating costs, is more of a factor in selection of an energy recovery device solution in desalination. Accordingly, we sell not only our PX, but also our hydraulic turbochargers, which offer a lower cost alternative to our PX. The typical desalination and wastewater OEM project timeline from project tender to shipment generally ranges from one to 16 months; however, from time-to-time, it may exceed 16 months. Each project in this channel typically represents revenue opportunities up to $1 million. Early stage revenue from these projects are dependent on the size o system or retrofit of our customers’ projects. Aftermarket. Aftermarket customers are desalination or wastewater plant owners and/or operators who can utilize our technology to upgrade or keep their plant running optimally, and usually have our solutions installed and in operation. We provide spare parts services, field services and various commissioning activities. We leverage our industry expertise in supporting our existing insta ensure that our energy recovery solutions are being operated effectively and efficiently in order to maximize plant availability and profitability of the facility operations, as required by our industry partners and customers. Seasonality Desalination or wastewater revenue occurs throughout a calendar year and are based on project timing and size. We ofte experience substantial fluctuations in desalination or wastewater revenue from quarter-to-quarter and from year-to-year primarily timing and execution of our MPD shipments, which can also vary from year to year. Emerging Technologies We are leveraging our pressure exchanger technology platform to develop new product applications and diversify into new industrie We continue to push the limits of what our pressure exchanger technology can do, which we believe will unlock new commercial opportunities in the future. CO2 The global refrigeration and heating industries are major contributors to greenhouse gas emissions, of which the leakage hydrofluorocarbon (“HFC”) refrigerants within these closed systems is the leading cause. HFCs have been recognized as a significant contributor to global warming, up to thousands of times more potent than CO2 used as a refrigerant. Global regulations are pushing the refrigeration and heating industries to transition away from incumbent HFCs to lower global warming potential (“GWP”) natural r CO2 used as a refrigerant is a climate-friendly alternative to greenhouse gas-emitting HFCs and has been the natural refrigerant of choice for decades in Europe and Japan, where tens of thousands of CO2 implementations have occurred to date. CO2-based refrigeration systems for commercial and industrial applications are safe, sustainable, and commercially available; however, a CO2-based refrigeration system can also consume significant amounts of electricity, especially in warm environments, making them expensive to operate our PX G1300®, which uses proven pressure exchanger technology to improve CO2-based refrigeration system performance, can contribute to solving this challenge and help make CO2-based refrigeration more economically viable in a broader range of climates. When integr into new or existing systems, the PX G1300 can reduce compressor workload to increase cooling capacity, system stability, and energ efficiency. On February 25, 2026, we decided to wind down operations of the CO2 retail grocery business within our Emerging Technologies segment due to a fundamental change in the outlook of the business. See Note 13, “Subsequent Events,” of the Notes for further discussion regarding the wind down.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 8 Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 9 Table of Contents PX G1300. Our refrigeration-focused product leverages our existing ceramics, material science, and manufacturing expertise. The PX G1300 can reduce the energy consumption and operating costs of CO2-based refrigeration systems in a broad range of operating conditions. We designed the PX G1300 to be integrated into new or existing CO2-based refrigeration systems. The PX G1300 can integrate with any existing rack controller and is easy to operate and maintain. Sales and Marketing We believe there is a potential market for the PX G1300 in a variety of channels, such as supermarket chains and cold storage facilities. The build of these commercial and industrial refrigeration systems is large enough and demands enough flow of CO2 refrigerant to warrant the use of our device, which today implies any system 80 kilowatt in size or greater. In understanding the market for the PX G1300, we have identified three major value propositions: 1. Energy Savings and Emissions Reduction. The PX G1300 recycles the high-pressure energy of a CO2 system by compressing a portion of the gas flow for “free.” This “free” compression provided by the PX G1300 allows the main electrical refrigeration compressor to work less to keep the refrigeration system at the same temperature. In this way, our PX G1300 contributes to lower energy consumption and lower costs by reducing the amount of cycles the main compressor operates, and ther emissions in a CO2 refrigeration system. 2. Increased Cooling Capacity. The PX G1300 can add compression capacity to a transcritical CO2-based refrigeration system to safeguard against high discharge pressure failures, which occur during heatwaves when refrigeration systems are und 3. Operating Costs Savings. The PX G1300 can help lower the costs of water usage and maintenance by reducing the relian an adiabatic gas cooler system. The magnitude of each of these value propositions, or lack thereof, will greatly depend on the geographic location of a ref system and temperature ranges that location experiences, the cost of energy at that location, the specific architecture of the refr system itself and possibly other parameters. Channels and Customers CO2 sales are reported under our OEM sales channel. This includes direct sales to commercial or industrial customers, such a supermarket chains, cold storage facilities, and other industrial users, and sales to intermediaries, such as refrigeration system i refrigeration OEMs, to whom we sell the PX G1300 and associated services for inclusion in these customers’ new installation or retrofit existing systems. The commercial refrigeration market ecosystem has multiple players who integrate the components to build a system. Th include supermarkets, which are the end users of the systems; contractors and installers that assist with the installation and mai the systems; refrigeration OEMs; and design consultants that assist in designing and specifying the systems for end users and in pro the component specifications to the refrigeration OEMs. In 2025, we continued to increase our commercialization efforts in the U.S. and in Europe. We began partnering with OEMs conducting multiple filed trials. Through these field trials, the OEMs have been able to provide us significant feedback on the PX G1300´s real world operations, installation, value proposition, such as energy savings, an increase in refrigeration capacity and lower ope costs, and customer acceptance, all of which are necessary for successful commercialization of the PX G1300. Table of Contents
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 10 Competition The concept of energy recovery is a new one in the refrigeration industry. Therefore, unlike in our water markets, there is analogous competitor to our pressure exchanger technology. However, there are a variety of cost saving methods, such as para compression plus ejector and parallel compressors, as well as alternative devices, such as adiabatic gas coolers, that refrigerati manufacturers may try to introduce into their configurations to reduce energy consumption within their CO2-based refrigeration systems. These cost saving methods include utilizing novel system architectures, new and improved equipment or materials, ejectors or o recovery devices, and/or other technologies that could improve energy efficiency. These cost savings methods may or may not compatible with the PX G1300. As CO2-based refrigeration systems become more prevalent, we believe competitive technologies a devices could arise. Seasonality There is no specific CO2 revenue seasonality to highlight in the early stages of this product lifecycle. Sustainability Our core technology leverages performance and energy efficiency to enhance operational profitability for our customers them achieve more sustainable operations. We are committed to managing our own operational footprint and delivering high-qu recovery devices. Our sustainability approach integrates initiatives with measurable targets for our own operational footprint, alo delivering customer solutions that drive profitable, sustainable growth for both our customers and our business. A comprehensive materiality assessment, conducted with input from investors, employees, and customers, helped us re sustainability priorities. Our current sustainability goals focus on four key topics: Employees, Innovation & Opportunity, Product S Performance, and Operational Impact & Management. These topics were identified through this assessment, with input from ou management team and stakeholders, as most material to our business and our ability to create long-term value. These goals pro strategic framework for managing critical business factors, fostering a more resilient enterprise, and supporting sustained perfor Employees. Guided by our purpose — to design and manufacture world-class energy-saving technology for critical infrastructure tha communities rely on every day, driving a more resilient and sustainable future — we seek to foster a workplace culture shaped by our core values: where individuals are empowered to Own the Outcome with integrity and accountability, Connect to Win through collabo trust, and Engineer for Agility in their approach to work. We encourage employees to Embrace the Challenge for personal growt Innovate for Impact in shaping our markets and products. We are committed to providing a safe and supportive environment tha professional development and values these contributions, which we view as fundamental to maintaining a high-performing and s workforce. For more information on our employees and programs, please see Human Capital Resources below. Innovation & Opportunity. Innovation and strong customer relationships are pivotal to our ability to deliver solutions that address cu needs and contribute to their operational profitability and environmental objectives. In 2020, we set a goal to double emissions r delivered by our products by 2025. In 2024, we achieved this goal a year ahead of schedule. Building on this achievement, we c develop innovative products and solutions that address evolving customer needs, driving profitable and sustainable outcomes fo customers. Product Safety & Performance. To maintain trust in the industries we serve, we focus on manufacturing products that deliver high performance, reliability, and safety, generating value for our customers. Our commitment to product quality and safety is reinforc goal to certify 100% of manufacturing operations to ISO 9001 standards or equivalent, alongside consistent performance on war expenses. Operational Impact & Management. We recognize the importance of efficiently managing our own operational footprint. In 2022, we goal to reduce our Scope 1 and 2 greenhouse gas emissions intensity by 65% by the end of 2026, a target which supports oper efficiency and resilience. We also continue to formalize our efforts to optimize waste and water consumption via new targets pub 2025. Table of Contents Our latest annual sustainability performance report that was published in June 2025 details our initiatives to manage sus topics within our own business and drive profitable, sustainable outcomes for our customers. Reflecting our consistent performa transparency, we retained the highest ESG rating of AAA from MSCI ESG Research LLC (“MSCI”) as of MSCI’s last re-rating cy evaluation recognizes Energy Recovery as one of the highest performing companies within the Industrial Machinery industry in M Company World Index, highlighting robust corporate governance, labor management practices, and our engagement with clean
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 11 opportunities. Our 2024 sustainability performance report is available for download on our website at: https://energyrecovery.com/sust We have included this website address only as an inactive textual reference and do not intend it to be an active link to our webs sustainability performance report is not incorporated by reference into, and is not a part of, this Annual Report on Form 10-K. Manufacturing Our products, including our PX, hydraulic turbochargers, high-pressure pumps, and circulation booster pumps, are designed, manufactured, assembled, and tested in two facilities located in California. Our facilities include advanced ceramics manufacturing and testing equipment. In some instances, we rely on highly qualified third-parties for final assembly and testing. We obtain raw, processed, and certain pre-machined materials from various suppliers to support our manufacturing opera limited number of these suppliers are single source to maintain material consistency and support new product development. Ho although we may purchase from certain single source suppliers, we have qualified redundant source(s) to ensure consistent sup of our critical raw materials and manufactured components. Alumina ceramic components for our PX products are manufactured in-house from high-purity alumina to the final product. We are able to leverage our ceramics manufacturing across all of our PX product lines. Through our vertically integrated ceramics precision manufacturing process, we ensure that all components meet our high stand quality, durability, and reliability. The components for our other products undergo final precision machining to protect the proprie our manufacturing methods and product designs, and to maintain premium quality standards. We are committed to reducing the environmental impact of our operations. We recognize that as we pursue our strategy o and disciplined growth, our operations and our impact on the environment may increase. Some of the ways we currently seek to our environmental impact are by reducing consumption of resources through waste management strategies, optimizing the use energy, and monitoring key environmental indicators. For example, as part of our waste management strategies, during the mac phase, when the solid components are shaped, excess high-purity alumina powder is collected, processed, and then reused. F have incorporated in our testing process multiple test loops, which allows us to test products we manufacture to their operating c These test loops, which are a major driver of our water usage, have been modified to allow us to recycle a large proportion of th in these testing cycles. Our efforts to measure and manage our impact will continue to evolve as our business grows. Research, Development and Technology Research and development (“R&D”) has been, and remains, an essential part of our history, culture and corporate strategy. Since our formation, we have developed leading technology and engineering expertise through the evolution of our pressure exchanger technology, which can enhance environmental sustainability and improve productivity by reducing energy consumption in pressurized fluid-fl. This versatile technology works as a platform to build product applications and is at the heart of many of our products. In addition, we have engineered and developed ancillary devices, such as our hydraulic turbochargers and circulation booster pumps that complement our energy recovery devices. We are applying our pressure exchanger technology in new and important ways, building new products to accelerate environmental sustainability across more industries. Our investments into R&D are focused on (1) advancing our solutions to better service historical markets, such as desalination; (2) applying our pressure exchanger technology to additional markets, such as the wastewater and CO2 markets; and (3) fundamental research into new applications of our pressure exchanger technology in existing and new verticals. Table of Contents We recognize the importance of carefully stewarding resources to support our ongoing R&D program. We maintain advanced analytical and testing capabilities to evaluate our solutions at all company sites. We have developed complex analytical tools w to be less reliant on full-scale testing that is costly and often uses considerable amounts of water and consumable energy. Our numerical modeling and analytical tools allow for 3-dimensional, multi-phase, multi-physics, and multi-scale, computational fluid fluid structure interactions, thermodynamics, and system analysis. Leading-edge modeling and analytical techniques coupled w state of the art experimental capabilities allow us to further refine our existing water and refrigeration technologies, as well as de derivatives of our pressure exchanger technology for complex systems and applications. Our engineering team, many of whom carry accreditation from world-recognized engineering organizations, specialize in a technical fields critical to support our current product lines and advance our incubation initiatives, including core engineering com fluid mechanics, solid mechanics with expertise in computational fluid dynamics and finite element analysis, bearings design (ro hydrostatic, and hydrodynamic), multi-phase flow, dynamics and controls, acoustics and vibrations, tribology, material science a
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 12 pumps and turbines, turbo-machinery, and rotating equipment. Intellectual Property We seek patent protection for new technologies, inventions, and improvements that are likely to be incorporated into our s We rely on patents, trade secret laws, and contractual safeguards to protect the proprietary tooling, processing techniques, and how used in the production of our solutions. We have a robust intellectual property (“IP”) portfolio consisting of U.S. and international issued patents as well as pending patent applications. We have registered the following trademarks with the United States Patent and Trademark office: “ERI,” “PX,” “PX Pressure Exchanger,” “Pressure Exchanger,” “PX G1300,” and the Energy Recovery logo. We have also applied for and received registrations in international trademark offices. Human Capital Resources Our employees are key to our Company’s success. We believe we have a talented, motivated and dedicated team, and w create an inclusive, safe, and engaging environment, for all of our employees. Our company is built around innovation and drive customer focus. Our employees challenge the status quo, actively partner to resolve challenges, and seek to continuously impr themselves as well as our operations. As of December 31, 2025, we had 230 full-time employees. Our full-time employees represent approximately 100% of our sta and include both permanent and leased employees. Our leased employees include sales and service agents worldwide, and IT employees are not unionized, and we consider our relations with our employees to be good. We are proud to have built a global workforce to match our global customer base. Our employees represent a broad arra backgrounds, professionally and personally, and we believe that this diversity of experience and perspectives is a competitive ad allows us to better serve the needs of our customers. Our Code of Business Conduct (our “Code”) serves as a critical tool to help all of us recognize and report unethical conduct, whi preserving and nurturing our culture. Our Code is reflected in our employee manual, which we provide to all of our employees, and train programs. Both our employee manual and training programs include our policies against harassment and bullying, and the fair t all employees in the workplace. Recruiting, Training and Retention Our focus is to create an engaged employee experience, throughout the process of attracting, onboarding, developing, an employees. We are committed to supporting employee development as well as providing competitive benefits and a safe workp support and develop our employees through global training and development programs that build and strengthen employees’ lea professional skills while striving to enhance our employee’s financial, mental and physical wellness. To assess and improve em retention and engagement, we regularly solicit feedback through engagement surveys and we take action to address areas of e concerns. Table of Contents We strive to keep our employees well informed through various engagement activities. Our engagement efforts include al town hall meetings, informational meetings, which includes our executive staff meeting with small groups of employees in an info through which we aim to increase transparency and promote a culture of open communication, product and manufacturing traini help our employees to understand our product and the process to manufacture these products, and newsletters. Our values an as the guiding force through which we proactively maintain the highest standards of business conduct. Compensation and Benefits We believe that compensation should be competitive and should enable our employees to share in our company’s succes addition, we recognize our employees are most likely to thrive when they have the resources to meet their needs and the time a succeed in their professional and personal lives. In support of this, we offer a wide variety of benefits for our employees and we tools and resources that are designed to support our employees’ individual growth and development. Our compensation and benefit programs are designed to recognize our employees’ contributions to value, ingenuity and b results, including variable pay, which rewards each employee for the Company’s and individual’s performance. All full-time and equivalent employees, where allowed, are included in our stock-based equity incentive program, and are offered health and wel mental wellness programs, development programs and training courses. In addition, our employees are afforded the opportunit to our communities through donations of time and money through our company sponsored programs.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 13 Workplace Health and Safety We are committed to providing a safe and healthy workplace. We continuously strive to meet or exceed compliance with regulations and accepted practices pertaining to workplace safety. All employees are required to comply with established safety standards and procedures, and to attend and complete annual safety training based on their job function. To accomplish our sa developed and maintain company-wide policies to ensure the safety of each employee, as well as compliance with domestic and safety standards. Additional Information Our website is https://energyrecovery.com. We also maintain an Investor Relations website as a routine channel for distribution o important information, including news releases, presentations, and financial statements (https://ir.energyrecovery.com). We intend to use our Investor Relations website as a means of complying with our disclosure obligations under Regulation FD. Accordingly, investors monitor our Investor Relations website in addition to press releases, Securities and Exchange Commission (“SEC”) filings, and p conference calls and webcasts. Our Annual Report on Form 10 ‑ K, Quarterly Reports on Form 10 ‑ Q, Current Reports on Form 8 amendments to those reports, and the Proxy Statement for our Annual Meeting of Stockholders are made available, free of char Investor Relations section of our website, as soon as reasonably practicable after the reports have been filed with, or furnished t The information contained on our website, or any other website, is not part of this report nor is it considered to be incorporated b herein or with any other filing we make with the SEC. Our headquarters and primary manufacturing center is located at 1717 Doolittle Drive, San Leandro, California 94577, and our main telephone number is (510) 483-7370. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of th website is http://www.sec.gov. We have included this website address only as an inactive textual reference and do not intend it active link to the SEC website. Table of Contents Item 1A — Risk Factors The following discussion sets forth what management currently believes could be the most significant risks and uncertaint could impact our businesses, results of operations, and financial condition. Other risks and uncertainties, including those not cu to us or our management, could also negatively impact our businesses, results of operations, and financial conditions. Accordin following should not be considered a complete discussion of all of the risks and uncertainties we may face. We may amend or s these risk factors from time to time in other reports we file with the SEC. Risks Related to our Water Segment Our Water segment revenues largely depend on the construction of new large-scale desalination plants and the retrofit desalination plants, and as a result, our operating results have historically experienced, and may continue to experienc significant variability due to volatility in capital spending, availability of project financing, project timing, execution and factors affecting the broader water desalination industry. We currently derive the majority of our Water segment revenues from sales of energy recovery products and services use constructed, large-scale desalination plants and the retrofit of existing desalination plants, particularly in dry or drought-ridden re world. The demand for our products used in the Water segment may decrease if the construction of these large-scale desalinat the retrofit of existing plants declines for any reason, including, any global or regional economic downturns, worsening global or political conflicts, worsening regional conditions, changing government priorities, or the impact of any global or regional conflicts Other factors that could affect the number and capacity of large-scale desalination plants built or the timing of their comple the availability of required engineering and design resources; availability of credit and other forms of financing; the health of the economy; inflation rates; changes in government regulation, permitting requirements, or priorities; and reduced capital spending desalination solutions. Each of these factors could result in reduced or uneven demand for our products. Pronounced variability
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 14 cancellations or delays in the construction of such plants or reductions in spending for desalination in general could negatively im Water segment sales, which in turn could have an adverse effect on our entire business, financial condition, or results of operati make it difficult for us to accurately forecast our future sales. Our Water segment faces competition from a number of companies that offer competing energy recovery solutions. If companies produce superior products or offer their products at substantially lower prices, our competitive position in could be harmed and our revenues may decline. The market for energy recovery devices for desalination and other water treatment plants is becoming increasingly compe we expect this competition to intensify as the desalination and wastewater markets continue to grow. Competitors have introduc that are similar to, and directly compete with, our key energy recovery products. In addition, we expect new competitors to ente and existing competitors to introduce improvements to their existing products and introduce new products that are directly comp solutions. Our competitors’ existing, new, and improved products may be superior to our products and/or could be offered at pri considerably less than the cost of our products. Our customers may also encourage competition by purchasing our competitors The performance and pricing pressure of such products could cause us to adjust the prices of certain products to remain compe may not be able to continue to win large contracts, which could adversely affect our market share, competitive position and marg of our current and potential competitors may have significantly greater financial, technical, marketing, and other resources; longe histories; or greater name recognition. They may also have more extensive products and product lines that would enable them product or packaged solutions as well as competing products at lower prices or with other more favorable terms and conditions. our ability to sustain our market share may be adversely impacted, which would affect our business, product margins, operating financial condition. In addition, if one of our competitors were to merge or partner with another company, the change in the com landscape could adversely affect our continuing ability to compete effectively. Table of Contents A sustained downturn in the economy or global unrest could impact the future of new, and the retrofit of existing, desa plants, and the treatment of various wastewater verticals, which could result in decreased demand for our water produ services. The demand for our water products and services depends primarily on the continued construction of new large-scale desa plants, the retrofit of existing plants, and the construction of wastewater treatment facilities, particularly in the countries that are p Gulf Cooperation Council, China, Taiwan and India. Weak economic conditions, inflation and global uncertainty including the co conflicts in Ukraine and many parts of the Middle East may have a negative economic impact on these and other countries, whic impact the levels of spending on, timing of, delays to, and availability of, project financing for new desalination and retrofit plant p inability of our customers to secure credit or financing for these projects, may result in the postponement or cancellation of these addition, the change in government priorities and/or their reduction in spending for water treatment projects could result in decre for our products and services, which could have an adverse effect on our business, financial condition or results of operations. We may not be successful in developing suitable market adoption for our products in the wastewater market. We have introduced a number of products designed specifically for the wastewater market in the last few years, including the Ultra High-Pressure PX family of products and the low pressure PX. While we have enjoyed some initial market adoption in certain key markets the wastewater market continues to evolve and covers a wide range of industries and geographies, and utilizes a variety of RO technologies. While we believe our products can be a potential solution to these different applications, there is no guarantee that we will contin successful in developing market adoption of our wastewater products. While countries like China and India are beginning to mandate zero or minimum liquid discharge (“ZLD” and “MLD”, respectively) requirements for specific industries, in many parts of the world there are no regulations or minimal regulations for treating wastewater. Accordingly, end users in other parts of the world with no or minimal regulation may not be willing to implement wastewater treatment at all or, if they do plan to implement a wastewater treatment program, they may select a competitive or alternative wastewater treatment technology. Similar to the desalination market, there are many competitors and comp products that can service wastewater industries that do not include RO technologies or utilize our products. These competitors may have existing relationships with end users, greater name recognition, and/or significantly greater financial, technical, marketing and ot that may make it challenging for us to compete in this industry. As a result of the foregoing, we may not be able to successfully wastewater business, develop any market share, or win any large contracts, which would affect our business, operating results an condition. Risks Related to our Emerging Technologies Segment We have decided to wind down operations of our COretail grocery business, and we expect to incur costs associated with the
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 15 2 wind down, which will have an adverse effect on our Emerging Technologies segment financial condition and results o For the past decade, the global commercial and industrial refrigeration industry has been shifting away from HFC-based refrigerants to natural refrigerants, such as CO2-based refrigerants in response to the global HFC-based refrigerant phase-down and subsequent environmental regulations. We introduced the PX G1300 energy recovery device for use in CO2-based refrigeration systems in 2021. While interest in the PX G1300 had been positive, in February 2026, as a result of discussions with OEM and end user cu decided to wind down operations in the CO2 business within our Emerging Technologies segment due to a fundamental change in the business’ outlook. We expect to substantially complete the wind down in the first quarter of 2026, and we will incur costs associa wind down which will have an adverse effect on our Emerging Technologies segment financial condition and results of operation Additionally, as a result of the wind down, we will not generate revenues in the CO2-based refrigeration market. Our expected future development of the next generation of the PX G1300 may not be completed as anticipated and/or may not meet our expectations. We are currently working on the next generation of the PX G1300. If the project timeline is not completed as anticipated, or if the development of the next generation of the PX G1300 does not meet the expected goals, or if we experience unanticipated problems, we incur a reduction in our forecasted revenues or market share. In addition, any delays may adversely affect our competitive posit have a material adverse effect on our business. Table of Contents We may not be able to develop future new technologies successfully. We have made a substantial investment in R&D and sales and marketing to execute our diversification strategy into new and exist fluid flow markets, including our recent commercial refrigeration products. While we see diversification as core to our growth str no guarantee that we will be successful in our efforts. Our model for growth is based in part on our ability to initiate and embrac technology trends, to enter new markets, both in terms of geographies and product areas, and to drive broad adoption of the pro services that we develop and market. Our competitive position and future growth depend upon a number of factors, including ou successfully: (i) innovate, develop and maintain competitive products, and services to address emerging trends and meet custom (ii) defend our market share against current and any future competitors, (iii) enhance our product and service offerings by adding features or disruptive technologies that differentiate them from those of our competitors and prevent commoditization, (iv) develo manufacture and bring compelling new products and services to market quickly and cost-effectively, (v) attract, develop and reta with the requisite innovation and technical expertise and understanding of customers’ needs to develop new technologies, produ services, and (vi) continue to invest in manufacturing, R&D, engineering, sales and marketing, and customer support. Any inabi this model for growth could damage our reputation, limit our growth, and negatively affect our operation results. In addition, prof any, in new industrial verticals may be lower than in our Water segment, and we may not be sufficiently successful in our diversi efforts to recoup investments. The failure of our technologies, products or services to maintain and gain market acceptance due attractive offerings, or customers’ slower-than-expected adoption of, and investment in, our new and innovative technologies cou significantly reduce our revenues or market share and adversely affect our competitive position. Risks Related to our General Business Our operating results may fluctuate significantly, making our future operating results difficult to predict and causing ou results to fall below expectations. Our quarterly and yearly operating results may fluctuate due to a variety of factors, many of which are outside of our contr experienced significant fluctuations in revenue from quarter-to-quarter and year-to-year, and we expect such fluctuations to cont result, comparing our operating results on a period-to-period basis may not be meaningful. Since it is difficult for us to anticipate of these fluctuations on our future results, in the event our revenue or operating results fall below the expectations of investors o analysts, our stock price may be negatively affected. Material variations to our forecasted MPD project delivery timeline in the fourth quarter of a fiscal year may have a substantial negative impact on our annual operating results and financial condition. Each of our MPD contracts generally has a minimum dollar value of approximately $1.0 million, with larger MPD contracts exceeding $10.0 million. We generally recognize revenue under MPD contracts when control of the promised goods or services is transferred to our customers. If 1) delivery is cancelled, postponed or otherwise de the end of the fourth quarter; or 2) if control of the promised goods or services is transferred beyond the end of the fourth quarte be able to recognize that revenue for the fiscal year. If we experience unforeseen fourth quarter delivery cancellations, postpon other delays due to project cancellations, project delays, transportation or other shipping delays, or other adverse events would prevented delivery in the fourth quarter, it is unlikely we will have sufficient time to make up such revenue shortfall. Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense. As a res
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 16 sales are difficult to predict and may vary substantially from quarter to quarter, which may cause our operating results Our sales efforts involve substantial education of our current and prospective customers about the use and benefits of our recovery products. This education process can be time-consuming and typically involves a significant product evaluation proces particularly pronounced when dealing with product introduction into new fluid flow industrial verticals. For example, in our Water average Water segment sales cycle for our international MPD customers, which are involved with larger desalination plants, can be up to 36 months, and may exceed 36 months from time-to-time, and the average sales cycle for our OEM customers, which are involved with smaller desalination plants, ranges from one to 16 months, and may exceed 16 months from time-to-time. These long sales cycles make revenue predictions difficult and results in our expending significant resources well in advance of orders for our products, which may caus operating results to fluctuate and may adversely affect our financial condition. Table of Contents Our Water contracts often contain holdback provisions of up to 10% of the contract price. If we are unable to collect un receivables, which are caused in part by these holdback provisions, our operating results could be adversely affected. Our Water contracts with large EPC firms generally contain holdback provisions that typically delay final installment payments fo products by up to 24 months after the product has been shipped and revenue has been recognized. Generally, 10% or less of the revenue we recognize pursuant to our customer contracts is subject to such holdback provisions and is generally accounted for as contra Such holdbacks may result in relatively high unbilled receivables. If we are unable to collect these performance holdbacks, our results and financial condition could be adversely affected. We depend on a limited number of suppliers for some of our components. If our suppliers are not able to meet our dem requirements, our business could be harmed. We rely on a limited number of suppliers for vessel housings, stainless steel ports, and alumina powder for our portfolio ofenergy recovery devices and stainless steel castings and components for our hydraulic turbochargers and pumps. Our reliance on a limited number of manufacturers for these supplies involves several risks, including reduced control over delivery schedules, quality assurance, manufacturing yields, production costs caused by rising inflation, and lack of guaranteed production capacity or product supply. qualify additional suppliers in the future, which would require time and resources. If we do not qualify additional suppliers, we m exposed to increased risk of capacity shortages due to our dependence on current suppliers. We do not have long-term supply agreements with our suppliers but secure our supplies on a purchase order basis. Our s have no obligation to supply products to us for any specific period, in any specific quantity, or at any specific price, except as set particular purchase order. Our requirements may represent a small portion of the total production capacities of these suppliers, suppliers may reallocate capacity to other customers, even during periods of high demand for our products. We have in the pas experienced, and may in the future experience, product quality issues and delivery delays with our suppliers due to factors such industry demand or the inability of our vendors to consistently meet our quality or delivery requirements. If our suppliers were to materially change their commitments to us or fail to meet quality or delivery requirements needed to satisfy customer orders for we could lose time-sensitive customer orders, be unable to develop or sell our products cost-effectively or on a timely basis, if at significantly decreased revenue, which could harm our business, operating results, and financial condition. We are subject to manufacturing risks, particularly related to new products, which could lead to excessive scrap, quali warranty claims in excess of our warranty provision or result in a significant or a large number of warranty or other cla given year. We manufacture most of our products in our facilities. In connection with new products, we may sometimes need to deve manufacturing processes and techniques that may lead to an increase in excess scrap compared to our more mature processes an increase in quality defects. We provide warranties for most of these products and while we test our products in our manufact through a variety of means, there can be no assurance that our testing will reveal all quality defects in our products, which may n apparent until after the products have been sold into the market. Accordingly, there is a risk that we may incur increased expens excess scrap and significant warranty claims that will result in additional cost of revenue if our warranty provisions are not suffici the actual cost of resolving issues related to defects in our products. If these additional expenses are significant, they could adv our business, financial condition, and results of operations. Parts of our inventory may become excess or obsolete, which would increase our cost of revenues. Inventory of raw materials, parts, components, work in-process, or finished products may accumulate, and we may encou due to a variety of factors, including technological change in the water desalination process; changes in the wastewater and refrigeration markets that result in product redesign; long delays in shipment of our products or order cancellations, and/or changes related to
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 17 improvements in existing product design; our need to order raw materials that have long-lead times; our inability to estimate exa and types of items needed, especially with regard to the configuration of our high-efficiency pumps; and cost reduction initiatives component changes within the products. In addition, we may, from time-to-time, purchase more inventory than is immediately required in order to shorten our delive case of an anticipated increase in demand for our products. If we are unable to forecast demand for our products with a reason of certainty and our actual orders from our customers are lower than these forecasts, we may accumulate excess inventory that required to write off, and our business, financial condition, and results of operations could be adversely affected. Table of Contents We may not generate positive returns on our research and development and our corporate growth strategy. Developing our products is expensive and the investment in product development may involve a long payback cycle. Whi believe one of our greatest strengths lies in our innovation and our product development efforts, successfully commercializing su and generating a return can be difficult. We expect that our results of operations may be impacted by the timing and size of thes investments. In addition, these investments may take several years to generate positive returns, if ever. Our corporate growth strategy provides a roadmap for overall growth of our Company, including certain product introductio market opportunities and operating cost measures. While we believe that this roadmap prepares us for the future growth and lo Company, we cannot be assured that all aspects in our corporate growth strategy will result in a favorable impact. Accordingly, a implementation of our corporate growth strategy may vary from the original roadmap, and the variations may be material. In ligh foregoing, our corporate growth strategy, and/or subsequent changes to our corporate growth strategy, could have an adverse e business, financial condition, or results of operations. Business interruptions may damage our facilities or those of our suppliers. Our operations and those of our suppliers may be vulnerable to interruption by fire, earthquake, flood, and other natural di well as power loss, telecommunications failure, and other events beyond our control. Our headquarters in California is located n earthquake faults and has experienced earthquakes in the past. If a natural disaster occurs, our ability to conduct our operation seriously impaired, which could harm our business, financial condition, results of operations, and cash flows. We cannot be sure insurance we maintain against general business interruptions will be adequate to cover all of our losses. We are, from time to time, involved in legal proceedings and may be subject to additional future legal proceedings that in material adverse outcomes. In addition to the IP litigation risks discussed below, we may become involved in the future in various commercial and other d as well as related claims and legal proceedings that arise from time to time in the course of our business. See Note 7, “Commitments and Contingencies – Litigation,” of the Notes for information about certain legal proceedings in which we are involved. Our current legal proceedings and any future lawsuits to which we may become a party are, and will likely be, expensive and time consuming to in defend and resolve, and will divert our management’s attention. Any litigation to which we are a party may result in an onerous unfavorable judgment that may not be reversed upon appeal or in payments of substantial monetary damages or fines, or we m settle lawsuits on similarly unfavorable terms, which could have an adverse effect on our business, financial condition, or results operations. Our actual operating results may differ significantly from our guidance. We release guidance in our quarterly earnings conference calls, quarterly earnings releases, or otherwise, regarding our f performance that represents our management’s estimates as of the date of release. This guidance, which includes forward-look statements, will be based on projections prepared by our management. These projections will not be prepared with a view towa compliance with published guidelines of the American Institute of Certified Public Accountants, and neither our registered public nor any other independent expert or outside party compiles or examines the projections. Accordingly, no such person will expre opinion or any other form of assurance with respect to the projections. Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are in subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our contro based upon specific assumptions with respect to future business decisions, some of which will change. We will continue to state outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed. The high and lo not intended to imply that actual results could not fall outside of the suggested ranges. The principal reason that we release gui provide a basis for our management to discuss our business outlook with analysts and investors. We do not accept any respons projections or reports published by any such third parties. Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the g furnished by us will not materialize or will vary significantly from actual results. Accordingly, our guidance is only an estimate of management believes is realizable as of the date of release. Actual results may vary from our guidance and the variations may In light of the foregoing, investors are urged not to rely upon our guidance in making an investment decision regarding our comm
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 18 Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 19 Table of Contents Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set fo “Risk Factors” section in this Annual Report on Form 10-K could result in the actual operating results being different from our gu the differences may be adverse and material. In preparing our financial statements we make certain assumptions, judgments and estimates that affect amounts repo consolidated financial statements, which, if not accurate, may significantly impact our financial results. We make assumptions, judgments and estimates for a number of items, including the fair value of financial instruments, g long-lived assets, the realizability of deferred tax assets, the recognition of revenue and the fair value of stock awards. We also assumptions, judgments and estimates in determining the accruals for employee-related liabilities, including commissions and v compensation, and in determining the accruals for uncertain tax positions, valuation allowances on deferred tax assets, allowan doubtful accounts, and legal contingencies, if any. These assumptions, judgments and estimates are drawn from historical expe various other factors that we believe are reasonable under the circumstances as of the date of the consolidated financial statem results could differ materially from our estimates, and such differences could significantly impact our financial results. Our global operations expose us to risks and challenges associated with conducting business internationally, and our operations may be adversely affected by our efforts to comply with the laws of other countries, as well as U.S. laws which apply to international operations, such as the U.S. Foreign Corrupt Practices Act (“FCPA”) and U.S. export control laws. We operate on a global basis with offices or activities in North, South and Latin America, Middle East and Africa, Asia, and the future, we may further expand the international reach of our operations, including new offices and manufacturing facilities. A are exposed to several political, economic and other uncertainties, including increased risks of social unrest, strikes, terrorism, w cost of investment to establish a presence in a new market, changes in economic, political or other location conditions. In additi risks inherent in compliance with international and U.S. laws and regulations that apply to our international operations. These laws and regulations include tax laws, anti-competition regulations, import and trade restrictions, export control laws, and laws which proh payments to governmental officials or certain payments or remunerations to customers, including the U.S. FCPA or other anti-corruption laws that have recently been the subject of a substantial increase in global enforcement. Many of our products are subject to U.S. export law restrictions that limit the destinations and types of customers to which our products may be sold, or require an export license in c with sales outside the U.S. Given the high level of complexity of these laws, there is a risk that some provisions may be inadvertent intentionally breached, for example, through fraudulent or negligent behavior of individual employees, our failure to comply with documentation requirements, or otherwise. Also, we may be held liable for actions taken by our local dealers and partners. Vio these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, and prohibitions or the conduct of our business. Any such violations could include prohibitions or conditions on our ability to offer our products in on countries and could materially damage our reputation, our brand, our business, and our operating results. In addition, we opera parts of the world that have experienced significant governmental corruption to some degree and, in certain circumstances, stric with anti-bribery laws may conflict with local customs and practices. We may be subject to competitive disadvantages to the ext competitors are able to secure business, licenses, or other preferential treatment by making payments to government officials an positions of influence or through other methods that relevant law and regulations prohibit us from using. Our success depends, our ability to anticipate these risks and manage these difficulties. These factors or any combination of these factors may advers revenue or our overall financial performance. Our failure to maintain appropriate sustainability practices and disclosures could result in reputational harm, a loss of and investor confidence, and adverse business and financial results. Governments, investors, customers, and employees are enhancing their focus on sustainability practices and disclosures, expectations in this area are rapidly evolving and increasing. While we monitor the various and evolving standards and associa requirements, failure to adequately maintain appropriate sustainability practices that meet diverse stakeholder expectations may loss of business, reduced market valuation, an inability to attract customers, and an inability to attract and retain top talent.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 20 Table of Contents We must comply with a variety of existing and future laws and regulations, such as sustainability initiatives, that could substantial costs on us and may adversely affect our business. Increasingly regulators, customers, investors, employees and other stakeholders are focusing on sustainability matters. C climate change can result in new or additional legal or regulatory requirements designed to reduce greenhouse gas emissions a the effects of climate change on the environment, such as taxation of, or caps on the use of, carbon-based energy. While we ha sustainability initiatives, there can be no assurance that regulators, customers, investors, and employees will determine that the are sufficiently robust. There can be no assurance that we will be able to attain any announced goals related to our sustainabilit as statements regarding our sustainability goals reflect our current plans and aspirations and are not guarantees that we will be achieve them within the timelines we announce or at all. Actual or perceived shortcomings with respect to our sustainability initi reporting can impact our ability to hire and retain employees, increase our customer base, or attract and retain certain types of in such new or additional legal or regulatory requirements may increase the costs associated with, or disrupt sourcing, manufactur distribution of, our products which may adversely affect our business and financial statements. In addition, parties are increasingly focused on specific disclosures and frameworks related to sustainability matters. Colle measuring, and reporting sustainability information and metrics can be costly, difficult and time consuming, is subject to evolving standards, and can present numerous operational, reputational, financial, legal and other risks, any of which could have a mater including on our reputation and stock price. Inadequate processes to collect and review this information prior to disclosure could to potential liability related to such information. We may seek to expand through acquisitions of and investments in other businesses, technologies, and assets. These activities may be unsuccessful or divert management’s attention. We may consider strategic and complementary acquisitions of and investments in other businesses, technologies, and as such acquisitions or investments are subject to risks that could affect our business, including risks related to: • the necessity of coordinating geographically disparate organizations; • implementing common systems and controls; • integrating personnel with diverse business and cultural backgrounds; • integrating acquired research and manufacturing facilities, technology and products; • combining different corporate cultures and legal systems; • unanticipated expenses related to integration, including technical and operational integration; • increased costs and unanticipated liabilities, including with respect to registration, environmental, health and safety m may affect sales and operating results; • retaining key employees; • obtaining required government and third-party approvals; • legal limitations in new jurisdictions; • installing effective internal controls and audit procedures; • issuing common stock that could dilute the interests of our existing stockholders; • spending cash and incurring debt; • assuming contingent liabilities; and • creating additional expenses. We may not be able to identify opportunities or complete transactions on commercially reasonable terms, or at all, or actu any anticipated benefits from such acquisitions or investments. Similarly, we may not be able to obtain financing for acquisitions investments on attractive terms. If we do complete acquisitions, we cannot ensure that they will ultimately strengthen our compe financial position or that they will not be viewed negatively by customers, financial markets, investors, or the media. In addition, of any acquisitions or investments also will depend, in part, on our ability to integrate the acquisition or investment with our exist operations. Table of Contents The integration of businesses that we may acquire is likely to be a complex, time-consuming, and expensive process and realize the anticipated revenues or other benefits associated with our acquisitions if we fail to successfully manage and operate business. If we fail in any acquisition integration efforts and are unable to efficiently operate as a combined organization utilizing information and communication systems, operating procedures, financial controls, and human resources practices, our business
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 21 condition, and results of operations may be adversely affected. In connection with certain acquisitions, we may agree to issue common stock or assume equity awards that dilute the own our current stockholders, use a substantial portion of our cash resources, assume liabilities, record goodwill and amortizable inta that will be subject to impairment testing on a regular basis and potential periodic impairment charges, incur amortization expen certain intangible assets, and incur large and immediate write-offs and restructuring and other related expenses, all of which cou financial condition and results of operations. Our success depends, in part, on key personnel whose continued service is not guaranteed. Our success depends, in part, on the continued availability and service of key personnel, including executive officers and qualified employees, particularly when we undergo a leadership transition. Competition for these key personnel is intense. We assure that we will retain our key personnel or that we will be able to recruit and retain other highly qualified employees in the fu any key personnel could, at least temporarily, have a material adverse effect on our business, financial position and results of op Risks Related to Economic Conditions and Geopolitical Conflicts Uncertainty in the global geopolitical landscape and macro-economic environment may impact our operations outside U.S., including in the Middle East where many of our water megaprojects are planned. We conduct our business on a global basis. Our products are sold in numerous countries worldwide, with a large percent sales generated outside the U.S., specifically in the Middle East and Africa, and Asian markets which provide a significant portion of o revenue. Therefore, we are exposed to, and impacted by, global macroeconomic factors, U.S. and foreign government policies, and foreign exchange fluctuations. There is uncertainty surrounding macroeconomic factors in the U.S. and globally characterized by the supply chain environment, inflationary pressure, rising interest rates, and labor shortages. These global macroeconomic factors, coupled with the U.S. political climate, political unrest internationally, and conflicts in Europe and the Middle East, have created global economic and p uncertainty, and have impacted demand for certain of our products. While the impact and longevity of these factors remain unce constantly evaluating the extent to which these factors will impact our business, financial condition, or results of operations. Over the long- term, demand for our energy recovery devices could correlate to global macroeconomic and geopolitical factors. Any disruption economic factors and regulations in these regions, which remain uncertain, may adversely affect our results of operations and fi condition. In addition, there is uncertainty as to the position the U.S. will take with respect to world affairs. This uncertainty may include such issues as the U.S. support for existing treaty and trade relationships with other countries, including, notably, China, Mexico and Can uncertainty, together with other recent key global events, such as currency control regulations and tariff regimes, ongoing terrori and hostilities in the Middle East, may adversely impact (i) the ability or willingness of non-U.S. companies to transact business with U.S. companies, including with us; (ii) our ability to transact business in other countries, including the Middle East, where many of the megaprojects are planned; (iii) regulation and trade agreements affecting U.S. companies; (iv) global stock markets (including The NASDAQ Global Select Market Composite on which our common shares are traded); and (v) general global economic conditions. Furthermore conflicts in Europe and the Middle East have resulted in worldwide geopolitical and macroeconomic uncertainty, and we cannot these conflicts will evolve or their timing. If these conflicts continue for a significant time or further expand to other countries or r could have additional adverse effects on macroeconomic conditions that may have a direct adverse impact on our business and chain, business partners or customers in the broader region. All of these factors are outside of our control, but may nonetheless adjust our strategy in order to compete effectively in global markets. Table of Contents Risks Related to Information Technology We may have risks associated with security of our information technology systems. We make significant efforts to maintain the security and integrity of our information technology systems and data. Despite efforts to create security barriers to such systems, it is virtually impossible for us to entirely mitigate this risk. We have implemen additional enhanced security features and monitoring procedures and continue to closely monitor our cybersecurity risks. There industrial espionage, cyberattacks, such as LOG4J, misuse or theft of information or assets, or damage to assets by people who unauthorized access to our facilities, systems, or information. Such cybersecurity breaches, misuse, or other disruptions could l disclosure of confidential information, improper usage and distribution of our IP, theft, manipulation and destruction of private an data, and production downtimes. Although we actively employ measures to prevent unauthorized access to our information syst
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 22 preventing unauthorized use or infringement of our rights is inherently difficult. These events could adversely affect our financia any legal action in connection with any such cybersecurity breach could be costly and time-consuming and may divert managem attention and adversely affect the market’s perception of us and our products. In addition, we must frequently expand our intern system to meet increasing demand in storage, computing and communication, which may result in increased costs. Our interna system is expensive to expand and must be highly secure due to the sensitive nature of our customers’ information that we trans and managing the support necessary for our growth places significant demands on our management and resources. These dem divert these resources from the continued growth of our business and implementation of our business strategy. Our actual or perceived failure to adequately protect personal data could adversely affect our business, financial condi results of operations. A wide variety of provincial, state, national, foreign, and international laws and regulations apply to the collection, use, rete protection, disclosure, transfer, and other processing of personal data. These privacy and data protection-related laws and regu evolving, with new or modified laws and regulations proposed and implemented frequently and existing laws and regulations sub or different interpretations. Further, our legal and regulatory obligations in foreign jurisdictions are subject to unexpected change the potential for regulatory or other governmental entities to enact new or additional laws or regulations, to issue rulings that inva laws or regulations, or to increase penalties significantly. Compliance with these laws and regulations can be costly and can de the development and offering of new products and services. For example, the General Data Protection Regulation, which became effective in May 2018, imposes more stringent data requirements, and provides for significantly greater penalties for noncompliance, than the European Union laws that previously a Additionally, California recently enacted legislation, the California Privacy Rights Act (“CPRA”), which amends the California Consumer Privacy Act. The CPRA took effect on January 1, 2023, and enforcement began on July 1, 2023. We may be subject to additional obligations relating to personal data by contract that industry standards apply to our practices. Our actual or perceived failure to applicable laws and regulations or other obligations to which we may be subject relating to personal data, or to protect personal unauthorized access, use, or other processing, could result in enforcement actions and regulatory investigations against us, clai damages by customers and other affected individuals, fines, damage to our reputation, and loss of goodwill, any of which could material adverse effect on our operations, financial performance, and business. Further, evolving and changing definitions of pe and information, including the classification of internet protocol addresses, machine identification information, location data, and information, may limit or inhibit our ability to operate or expand our business, including limiting business relationships and partne may involve the sharing or uses of data, and may require significant costs, resources, and efforts in order to comply. Table of Contents Risks Related to Intellectual Property If we are unable to protect our technology or enforce our intellectual property rights, our competitive position could be we could be required to incur significant expenses to enforce our rights. Our competitive position depends on our ability to establish and maintain proprietary rights in our technology and to protec technology from copying by others. We rely on trade secret, patent, copyright, and trademark laws, as well as confidentiality ag employees and third parties, all of which may offer only limited protection. We hold a number of U.S. and counterpart international patents, and when their terms expire, we could become more vulnerable to increased competition. The protection of our IP in some countries may be limited. While we have expanded our portfolio of patent applications, we do not know whether any of our pending patent applica result in the issuance of patents or whether the examination process will require us to narrow our claims, and even if patents are may be contested, circumvented, or invalidated. Moreover, while we believe our issued patents and patent pending applications essential to the protection of our technology, the rights granted under any of our issued patents or patents that may be issued in may not provide us with proprietary protection or competitive advantages, and as with any technology, competitors may be able similar or superior technologies now or in the future. In addition, our granted patents may not prevent misappropriation of our te particularly in foreign countries where IP laws may not protect our proprietary rights as fully as those in the U.S. This may render our patents impaired or useless and ultimately expose us to currently unanticipated competition. Protecting against the unauthorized use of trademarks, and other proprietary rights is expensive, difficult, and in some cases, impossible. Litigation may be necessary in th
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 23 enforce or defend our IP rights or to determine the validity and scope of the proprietary rights of others. IP litigation could result in substantial costs and diversion of management resources, either of which could harm our business. Claims by others that we infringe their proprietary rights could harm our business. Third parties could claim that our technology infringes their IP rights. In addition, we or our customers may be contacted by third parties suggesting that we obtain a license to certain of their IP rights that they may believe we are infringing. We expect that infringemen claims against us may increase as the number of products and competitors in our market increases and overlaps occur. In addi extent that we gain greater visibility, we believe that we will face a higher risk of being the subject of IP infringement claims. Any claim of infringement by a third party, even those without merit, could cause us to incur substantial costs defending against the claim and distract management from our business. Furthermore, a party making such a claim, if successful, could secure a judgment that to pay substantial damages. A judgment against us could also include an injunction or other court order that could prevent us fro our products. In addition, we might be required to seek a license for the use of such IP, which may not be available on commercially reasonable terms, or at all. Alternatively, we may be required to develop non-infringing technology, which could require significa expense and may ultimately not be successful. Any of these events could seriously harm our business. Third parties may also infringement claims against our customers. Because we generally indemnify our customers if our products infringe the proprieta third parties, any such claims would require us to initiate or defend protracted and costly litigation on their behalf in one or more regardless of the merits of these claims. If any of these claims succeed, we may be forced to pay damages on behalf of our cus Risks Related to Tax and Governmental Regulations The enactment of legislation implementing changes in taxation of international business activities, the adoption of othe tax reform policies, or changes in tax legislation or policies could materially impact our financial position and results o Our future effective tax rates could be subject to volatility or adversely affected by changes in tax laws, regulations, acco principles, or interpretations thereof. For example, on July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted, which, things, allows domestic research and development expenditures to be expensed for tax years beginning on or after January 1, 2 retroactive elections for such expenditures paid or incurred in the two prior years, the restoration of 100% bonus depreciation fo qualified property, modifications to international tax provisions, including provisions addressing the global intangible low-taxed in foreign-derived intangible income, base erosion anti-abuse tax and controlled foreign corporation rules, and permanently extend expiring provisions of the Tax Act described below. Table of Contents As another example, the U.S. Tax Cuts and Jobs Act (“Tax Act”) enacted in 2017, made significant changes to the taxation of U.S. business entities including a reduction to the federal corporate income tax rate, the current taxation of certain foreign earnin imposition of base-erosion prevention measures which may limit the deduction of certain transfer pricing payments, foreign deriv income deductions, and possible limitations on the deductibility of net interest expense or corporate debt obligations. The U.S. Department of the Treasury may continue to issue regulations that affect various components of the OBBB and the Tax Act. Our future effective tax rate may be impacted by changes in interpretation of the regulations, as well as additional legislation and guidance regarding the OB Tax Act. In addition, many countries are beginning to implement legislation and other guidance to align their international tax rules Organisation for Economic Co-operation’s Base Erosion and Profit Shifting recommendations and action plan that aim to standard modernize global corporate tax policy, including changes to cross-border tax, transfer-pricing documentation rules, and nexus-ba incentive practices. As a result of the heightened scrutiny of corporate taxation policies, prior decisions by tax authorities regard treatments and positions of corporate income taxes could be subject to enforcement activities, and legislative investigation and i could also result in changes in tax policies or prior tax rulings. Any such changes in policies or rulings may also result in the tax previously paid being subject to change. Due to the scale of our international business activities any substantial changes in international corporate tax policies, enf activities or legislative initiatives may materially and adversely affect our business, the amount of taxes we are required to pay a financial condition and results of operations generally. Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effec business, cash flow, financial condition or results of operations. New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which c adversely affect our business operations and financial performance. Further, existing tax laws, statutes, rules, regulations or ord could be interpreted, changed, modified or applied adversely to us. For example, the OBBB, the Tax Act, the Coronavirus Aid, Relief, and
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 24 Economic Security Act, and the Inflation Reduction Act, enacted many significant changes to the U.S. tax laws. Future guidance from the U.S. Internal Revenue Service (the “IRS”) and other tax authorities with respect to such legislation may affect us, and certain asp could be repealed or modified in future legislation. The incumbent administration and Congress periodically make and propose changes, some of which could have an adverse effect on our operations, cash flows, and results of operations, and contribute to market volatility. In addition, it is uncertain if and to what extent various states will conform to federal tax legislation. Changes in tax rates, the realization of net deferred tax assets relating to our operations, the taxation of foreign earnings, and the deductibili expenses under future reform legislation could have a material impact on the value of our deferred tax assets, could result in sig time charges, and could increase our future U.S. tax expense. The U.S. Congress and Incumbent Administration may make substantial changes to fiscal, regulation and other federal p may adversely affect our business, financial condition, operating results and cash flows. Changes in general economic conditions in the U.S. or other regions could adversely affect our business. There have been, and there may be, significant changes in, and uncertainty with respect to, legislation, regulation and government policy. While it is no predict whether and when any such changes will occur, changes at the local, state or federal level could impact our business. S legislative and regulatory proposals that could have a material impact on us include, but are not limited to, modifications to intern policy; public company reporting requirements; and environmental regulation. We cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the U.S. and other countries, what products may be subject to such actions, or what actions may be taken by the other countries in retaliation. There is curre uncertainty about the future relationship between the U.S. and various other countries with respect to trade practices. The incumbent administration has proposed the implementation of a number of tariffs on products produced from countries, which could, if enac increase the cost of certain raw materials and components we import into the U.S. In addition, certain countries have enacted retaliatory tariffs, which could significantly increase the cost of our products shipped into those countries. Accordingly, it is difficult to predict how such actions may impact our business operations, such as our supply chain from o and sales to our customers on which we are substantially dependent, that are located in various countries at risk for escalating t and retaliatory tariffs. Any resulting trade wars could have a significant adverse effect on world trade and could adversely impac revenues, gross margins and business operations. Table of Contents Unanticipated changes in our tax provisions or exposure to additional income tax liabilities could affect our profitabilit flows. We are subject to income and other taxes in the U.S. and numerous foreign jurisdictions. Significant judgments and estimates are required to be made in determining our worldwide provision for income taxes. Changes in estimates of projected future operatin changes in tax laws, loss of deductibility of items, changes in the source of income, amount and location of R&D spending, limitations on our ability to utilize tax net operating losses in the future or changes in assumptions regarding our ability to generate future taxable i result in significant increases to our tax expense and liabilities that could adversely affect our financial condition and profitability. we are subject to ongoing tax audits in various jurisdictions. In connection with these audits (or future audits), tax authorities ma with our estimates or other matters and assess additional taxes. As a result, changes in tax laws or tax rates, and the ability to utilize our deferred tax assets could materially affect our tax provision, net income and cash flows in future periods. Changes in U.S. policy, including the imposition of or increases in tariffs, changes to existing trade agreements and any changes in international trade relations, such as reciprocal tariffs or trade wars may have a material adverse impact on our business, results of operations, or financial condition. Throughout 2025, the U.S. has increased, expanded, or imposed new tariffs on goods imported from various countries. Se countries have increased or imposed additional tariffs in response to U.S. tariffs. The tariff environment has been dynamic in 202 changes occurring on an ongoing basis, and it is possible that additional developments will occur in the future, including as a res negotiations between the U.S. and trade partners and legal challenges to the tariffs. These recent tariffs and the subsequent retaliatory tariffs could increase the cost of goods for our products or reduce our a products globally, particularly for our Wastewater business in China, which may adversely affect our operating results and financ In addition, there is no guarantee that we can avoid any impact of tariff and related economic effects in the future, and these trad and retaliations may directly impact our business by increasing trade-related costs or affecting the demand for our products glob Any further unfavorable government policies on international trade, such as capital controls or tariffs, may affect the dema products and services, impact the competitive position of our products or prevent us from selling products in certain countries. If tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated, such changes could hav effect on our business, financial condition and results of operations. Risks Related to our Internal Controls
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 25 Changes in the U.S. generally accepted accounting principles could adversely affect our financial results and may require significant changes to our internal accounting systems and processes. We prepare our consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”). These principles are subject to interpretation by the Financial Accounting Standards Board (“FASB”), the SEC and various bodies formed to interpret and create appropriate accounting principles and guidance. The FASB periodically issues new accounting standards on a variety of topics. These and other such standards generally result in different accounting principles, which may significantly impact our reported re could result in variability of our financial results. We are required to evaluate the effectiveness of our internal control over financial reporting and publicly disclose mate weaknesses in our controls. Any adverse results from such evaluation may adversely affect investor perception, and o price. Section 404 of the Sarbanes-Oxley Act of 2002 requires our management to assess the effectiveness of our internal contr financial reporting and to disclose in our filing if such controls were unable to provide assurance that a material error would be p detected in a timely manner. We have an ongoing program to review the design of our internal controls framework in keeping w in business needs, implement necessary changes to our controls design and test the system and process controls necessary to these requirements. If in the future, our internal controls over financial reporting are determined to be not effective resulting in a weakness or significant deficiency, investor perceptions regarding the reliability of our financial statements may be adversely aff could cause a decline in the market price of our stock and otherwise negatively affect our liquidity and financial condition. Table of Contents Risks Related to our Common Stock Insiders and principal stockholders will likely have significant influence over matters requiring stockholder approval. Our directors, executive officers, and other principal stockholders beneficially own, in the aggregate, a substantial amount outstanding common stock. These stockholders could likely have significant influence over all matters requiring stockholder app including the election of directors and approval of significant corporate transactions such as a merger or other sale of our compa company’s assets. The market price of our common stock may continue to be volatile. The market price of our common stock has been, and is likely to continue to be, volatile and subject to fluctuations. Chan stock market generally, as it concerns our industry, as well as geopolitical, economic, and business factors unrelated to us, may our stock price. Significant declines in the market price of our common stock or failure of the market price to increase could har to recruit and retain key employees, reduce our access to debt or equity capital, and otherwise harm our business or financial co addition, we may not be able to use our common stock effectively as consideration in connection with any future acquisitions. We cannot guarantee that our share repurchase programs will enhance long-term shareholder value, and share repurch increase the volatility of the price of our common stock. From time-to-time, our Board of Directors (the “Board”) have authorized a share repurchase program, in which our management is authorized to repurchase up to an aggregate of outstanding shares of our common stock through a combination of open market privately negotiated transactions, 10b5-1 trading plans, accelerated stock repurchase transactions, and/or other transactions, in with federal securities laws. For example, the Board authorized two share repurchase programs in fiscal year 2025 to repurchase up to 30.0 million and 25.0 million aggregate value of the Company’s common stock, respectively. Such programs may be suspended or discontinued at any time, at the discretion of management. The timing of repurchases pursuant to our share repurchase progra could affect our stock price and increase its volatility. We cannot guarantee that we will repurchase any additional shares under program(s), and there can be no assurance that any share repurchases will enhance shareholder value because the stock price common stock may decline below the levels at which we effected repurchases. Anti-takeover provisions in our charter documents and under Delaware law could discourage, delay, or prevent a chan of our company and may affect the trading price of our common stock. Provisions in our amended and restated certificate of incorporation and bylaws may have the effect of delaying or prevent change of control or changes in our management. Our amended and restated certificate of incorporation and amended and res include provisions that: • authorize the Board to issue, without further action by the stockholders, up to 10,000,000 shares of undesignated preferr stock; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 26 consent; • specify that special meetings of our stockholders can be called only by the Board, the chairman of the board, the chief executive officer, or the president; • establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stock including proposed nominations of persons for election to the Board; • provide that our directors may be removed only for cause; • provide that vacancies on the Board may be filled only by a majority vote of directors then in office, even though less than a quorum; • specify that no stockholder is permitted to cumulate votes at any election of directors; and • require a super-majority of votes to amend certain of the above-mentioned provisions. In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate Section 203 generally prohibits us from engaging in a business combination with an interested stockholder subject to certain exc Table of Contents Our business could be negatively affected as a result of actions of activist shareholders, and such activism could impa trading value of our securities. In recent years, shareholder activists have become involved in numerous public companies. Shareholder activists freque to involve themselves in the governance, strategic direction and operations of the company. Such proposals may disrupt our bu divert the attention of the Board, management and employees, and any perceived uncertainties as to our future direction resulting fro a situation could result in the loss of potential business opportunities, interfere with our ability to execute our strategic plan, be e our competitors, cause concern to our current or potential customers, and make it more difficult to attract and retain qualified pe business partners, all of which could adversely affect our business. A proxy contest for the election of directors at our annual me also require us to incur significant legal fees and proxy solicitation expenses. In addition, actions of activist shareholders may ca significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not nece the underlying fundamentals and prospects of our business. Our shareholders may experience future dilution as a result of future equity offerings. In the future, we may offer additional shares of our common stock or other securities convertible into, or exchangeable for common stock in order to raise additional capital. We cannot assure our shareholders that we will be able to sell shares or othe any other offering at a price per share that is equal to or greater than the price per share our shareholders paid for our shares. I purchasing shares or other securities in the future could have rights, preferences or privileges senior to those of our shareholder shareholders may experience dilution. Our shareholders may incur additional dilution upon the exercise of any outstanding stoc warrants, the issuance of shares of restricted stock, the vesting of restricted stock units, or the issuance, vesting or exercise of o awards. Item 1B — Unresolved Staff Comments None. Item 1C — Cybersecurity Managing Material Risks & Integrated Overall Risk Management We have strategically integrated cybersecurity risk management into our broader risk management framework to promote wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part o decision-making processes at every level. Our Risk Management Team (see “Management’s Role Managing Risk” below for details regarding the team members and scope) works closely with our Information Technology (“IT”) team (our “IT team”) to continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs. Engage Third-parties on Risk Management Recognizing the complexity and evolving nature of cybersecurity threats, we engage with a range of external experts, incl cybersecurity consultants in evaluating and testing our risk management systems. These partnerships enable us to leverage sp knowledge and insights, ensuring our cybersecurity strategies and processes remain at the forefront of industry best practices. collaboration with these third-parties includes regular audits, threat assessments, and consultation on security enhancements.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 27 Table of Contents Oversee Third-party Risk Because we are aware of the risks associated with third-party service providers, we have implemented stringent processe and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and mainta monitoring to ensure compliance with our cybersecurity standards. The monitoring includes an initial assessment by our VP, Information Technology (our “Vice President of IT”) and IT team, and on an ongoing basis of a few key high-risk third-party systems by our security engineers. We also rely upon certain third-party system providers, including cloud and non-cloud programs provided by softwar such as Microsoft Corporation, Workiva, Inc., and others, to review and notify their customers of any data breach. This approach, both internal and reliance on external review notification, is designed to mitigate risks related to data breaches or other security incide originating from third-parties. Risks from Cybersecurity Threats While we have a cybersecurity program designed to protect and preserve the integrity of our information systems, we also cybersecurity insurance to manage potential liabilities resulting from specific cyber-attacks. However, it's important to note that maintain cybersecurity insurance, there can be no guarantee that our insurance coverage limits will protect against any future cl such insurance proceeds will be paid to us in a timely manner. As of December 31, 2025, no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected, or are reasonably likely to materially affect, us, including strategy, results of operations, or financial condition. Governance The Board is acutely aware of the critical nature of managing risks associated with cybersecurity threats. The Board has established oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats because we reco significance of these threats to our operational integrity and stakeholder confidence. Board of Directors Oversight The Audit Committee of the Board (the “Audit Committee”) is central to the Board’s oversight of cybersecurity risks and bears the primary responsibility for this domain. The Audit Committee is composed of independent board members with diverse expertise and experience which allows them to oversee cybersecurity risks effectively. Management’s Role Managing Risk We have an internal management team comprising of our Chief Financial Officer (“CFO”), Chief Legal Officer (“CLO”), VP Controller, and Vice President of IT (the “Risk Management Team”), that plays a pivotal role in informing the Audit Committee on cybersecurity risks. The Vice President of IT and IT team monitor cybersecurity risks and perform continual risk exercises and assessmen The Risk Management Team meets quarterly to discuss current security breaches and threats, if any, and discuss new controls and r the cybersecurity risk monitoring, exercises, and assessments. The Risk Management Team provides comprehensive briefings to the Audit Committee on a regular basis, with a minimum frequency of once per year. These briefings encompass a broad range of topics, in • Current cybersecurity landscape and emerging threats; • Status of ongoing cybersecurity initiatives and strategies; • Incident reports and learnings from any cybersecurity events; and • Compliance with regulatory requirements and industry standards. In addition to our scheduled meetings, the Audit Committee and the Risk Management Team maintain an ongoing dialogue regarding emerging or potential cybersecurity risks. Together, the Board receives updates on any significant developments in the cybersecurity domain, ensuring the Board’s oversight is proactive and responsive. The Audit Committee actively participates in strategic decisions related to cybersecurity, offering guidance and approval for major initiatives. This involvement ensures that cybersecurity consideration integrated into our broader strategic objectives.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 28 Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 29 Table of Contents Risk Management Personnel Our Vice President of IT, who has a career of 30 years in IT, has in-depth working knowledge on IT systems and data security, an his experience is instrumental in developing and executing our cybersecurity strategies. Our Vice President of IT along with the IT team, oversees our governance programs, tests our compliance with standards, remediates known risks, and leads our employee cyb training program. However, the primary responsibility for assessing, monitoring and managing our cybersecurity risks rests withRisk Management Team. The diverse background and experience of our Risk Management Team members are instrumental in developing and executing our cybersecurity strategies and supplement the expertise of our Vice President of IT with their understanding of the needs of our business. Monitor Cybersecurity Incidents Our Vice President of IT and the IT team are continually informed about the latest developments in cybersecurity, including poten threats and innovative risk management techniques. This ongoing knowledge acquisition is crucial for the effective prevention, d mitigation, and remediation of cybersecurity incidents. Our Vice President of IT and the IT team implement and oversee processes for the regular monitoring of our information systems. This includes the deployment of advanced security measures and regular system identify potential vulnerabilities. In the event of a cybersecurity incident, our Vice President of IT is equipped with a well-defined incident response plan. This plan includes immediate actions to mitigate the impact and long-term strategies for remediation and preven incidents. Reporting to Board of Directors Our Vice President of IT, in his capacity, regularly informs the other Risk Management Team members of all aspects related to cybersecurity risks and incidents. This ensures that various levels of management are kept abreast of the cybersecurity posture risks to the company. Furthermore, significant cybersecurity matters, and strategic risk management decisions are escalated toAudit Committee, ensuring that the Audit Committee has comprehensive oversight and can provide guidance on critical cybersecurity issues.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 30 Table of Contents Item 2 — Properties The table below presents details for each of our principal properties. Each of these principal properties is located in the U Facility Location Status Approximate Square Footage Lease Expiration Segment Usage Headquarters, R&D and manufacturingSan Leandro, CaliforniaLease 171,000 Dec- 2028Water, Emerging Technology Manufacturing and warehouseTracy, California Lease 54,429 Apr- 2030Water, Emerging Technology Sublease1 Katy, Texas Lease 221,220 Dec- 2029Water, Emerging Technology 1 In March 2025, we entered into a sublease agreement for the Katy, Texas property. See Note 7, Commitments and Contingencies - Sublease of the Notes which is incorporated by reference into this Item 2 for a description of the sublease. Additionally, we lease offices located in Dubai, United Arab Emirates; and Shanghai, Peoples Republic of China. We believe tha facilities will be adequate for our purposes for the foreseeable future. In the future, we may need to add new facilities as we evo business. We believe that suitable additional or substitute space will be available on commercially reasonable terms to meet our needs. Item 3 — Legal Proceedings See Note 7, “Commitments and Contingencies – Litigation” of the Notes which is incorporated by reference into this Item 3, for a description of the lawsuits pending, if any, against us. Item 4 — Mine Safety Disclosures Not applicable. Table of Contents PART II
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 31 Item 5 — Market for Registrant’s Common Equity, Related Stockholder Matters and IssPurchases of Equity Securities Market Information Our common stock is listed on the Nasdaq Stock Market – The NASDAQ Global Select Market Composite under the symbol “ERII.” Stockholders As of February 19, 2026, there were approximately 14 stockholders of record of our common stock as reported by our transfer agent, one of which is Cede & Co., a nominee for Depository Trust Company (“DTC”). All of the shares of common stock held by brokerage firms, banks, and other financial institutions as nominees for beneficial owners are deposited into participant accounts at DTC and are therefore considered to be held of record by Cede & Co., as one stockholder. Dividend Policy We have never declared or paid any dividends on our common stock, and we do not currently intend to pay any dividends common stock for the foreseeable future. Any future determination to pay dividends on our common stock will be, subject to app at the discretion of the Board, and will depend upon, among other factors, our results of operations, financial condition, capital require and contractual restrictions in loan or other agreements. Securities Authorized for Issuance Under Equity Compensation Plans Information regarding our equity compensation plans and the securities authorized for issuance thereunder is set forth her Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” included in this Annual Report on Form 10-K. Sales of Unregistered Securities None. Table of Contents Share Repurchase Program The Board has authorized various share repurchase programs since 2012. Since the initial authorization of the share repur programs, we have spent an aggregate $166.1 million, including commissions, to repurchase 13,967,259 shares. As of December 31, 2025, there was one active authorized share repurchase plan. 2025 Authorizations During the year ended December 31, 2025, we announced that the Board authorized several share repurchase programs under which
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 32 we may, at the discretion of management, repurchase up to $55.0 million in aggregate cost of our outstanding common stock (the “2025 Authorizations”). Under the 2025 Authorizations, purchases of shares of common stock were made in the open market, or in privately negotiated transactions, in compliance with applicable state and federal securities laws. The timing and amounts of any purchas based on market conditions and other factors including price, regulatory requirements, and capital availability. The share buyba did not obligate us to acquire any specific number of shares in any period, and may have been expanded, extended, modified or at any time without prior notice. The following table presents the share repurchase activity during the quarter ended December 31, 2025. Period Total Number of Shares Purchased Average Price Paid per Share(1) Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number of Shares or Approximate Dollar Value(2) That May Yet to be Purchased Under the Program (In millions) October 1 – October 31, 2025 42,224 $15.58 42,224 22.2 November 1 – November 30, 2025 84,280 $14.16 84,280 21.0 December 1 – December 31, 2025 110,892 $14.29 110,892 19.4 (1) Excluding commissions(2) Including commissions Table of Contents Stock Performance Graph The following graph shows the cumulative total stockholder return of an investment of $100 on December 31, 2020 in (i) our common stock, (ii) the NASDAQ Composite Index, (iii) and a peer group for the current fiscal year (“Peer Group”). Cumulative total return assum the reinvestment of dividends, although dividends have never been declared on our stock, and is based on the returns of the co companies weighted according to their capitalization as of the end of each annual period. For each reported year, the reported last trading dates of our annual year. The NASDAQ Composite Index tracks the aggregate total return performance of equity securities traded on the Nasdaq Stock Market. The Peer Group tracks the weighted average total return performance of equity securities of nine companies that management believes Energy Recovery, Inc. is closely aligned during the years presented. As we evolve and grow into new industries, management e expand or rebalance the companies within this peer group. The companies within the Peer Group are: Evoqua Water Technologies Corp. (through May 2023); Flowserve Corp; Franklin Electric Co., Inc.; The Gorman-Rupp Company; Kurita Water Industries Ltd.; Pen Water Corp (through November 2024); Xylem, Inc (beginning December 2023); and Veralto Corp (beginning October 2023). In 2 Inc and Verlato Corp. were added to the peer group and Badger Meter, Inc and Itron, Inc were removed from the peer group to b coincide with our business. The return of each component issuer of the Peer Group is weighted according to the respective issu market capitalization at the beginning of each fiscal year. Our stock price performance shown in the graph below is not indicativ
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 33 stock price performance. The following graph and its related information is not “soliciting material,” is not deemed “filed” with the Securities and Exc Commission, and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as ame Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general inc language contained in such filing. COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN Among Energy Recovery, Inc., The NASDAQ Composite Index,and Peer Group As of December 31, 2020 2021 2022 2023 2024 2025 Energy Recovery, Inc. $100.00 $157.55 $150.22 $138.12 $107.77 $98.90 NASDAQ Composite Index100.00 122.18 82.42 119.22 154.51 187.13 Peer Group 100.00 127.35 111.85 129.90 148.25 164.80 Table of Contents Item 6 — [Reserved] Item 7 — Management’s Discussion and Analysis of Financial Condition and Results Operations The following Management Discussion and Analysis of Financial Condition and Results of Operations is intended to help t understand our results of operations and financial condition. It should be read in conjunction with the Consolidated Financial Sta related Notes included in Part II, Item 8, “Financial Statements and Supplementary Data,” in this Annual Report on Form 10-K. Overview Our reportable operating segments consist of the Water and Emerging Technologies segments. These segments are bas industries in which the technology solutions are sold, the type of energy recovery device or other technology sold and the related solution and service or, in the case of emerging technologies, where revenues from new and/or potential devices utilizing our pressure excha technology can be brought to market. Other factors for determining the reportable operating segments include the manner in wh management evaluates the performance of the Company combined with the nature of the individual business activities. In addit corporate operating expenses include expenditures in support of the water and emerging technologies segments, as well as R&D expenditures applicable to potential future industry verticals, or enabling technologies that could benefit either or both existing buunits. On February 25, 2026, we decided to wind down operations of the CO2 retail grocery business within our Emerging Technologies segment due to a fundamental change in the outlook of the business. See Note 13, “Subsequent Events,” of the Notes for further discussion regarding the wind down.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 34 Global Economic and Political Environment Considerations The markets for our products are dynamic and constantly evolving. Our products are sold in numerous countries worldwid large percentage of our sales generated outside the U.S., specifically in the Middle East, Africa and Asia markets which provide a significant portion of our total revenue. Therefore, we are exposed to and impacted by global macroeconomic factors, U.S. and foreign gov policies and foreign exchange fluctuations. There is uncertainty surrounding macroeconomic factors in the U.S. and globally cha the supply chain environment, inflationary pressure, rising interest rates, and labor shortages. These global macroeconomic fac with the U.S. political climate, political unrest internationally, and known conflicts in Europe and the Middle East, have created gl economic and political uncertainty, and have impacted demand for certain of our products. While the impact and longevity of the remain uncertain, we are constantly evaluating the extent to which these factors will impact our business, financial condition or r operations. Over the long-term, demand for our energy recovery devices could correlate to global macroeconomic and geopolitical fac disruption to the economic factors and regulations in these regions, which remain uncertain, may adversely affect our results of and financial condition. Refer to Part I, Item 1, “Business,” and Part I, Item 1A, “Risk Factors,” in this Annual Report on Form 10-K for further discussion of these trends and other risks. Results of Operations A discussion regarding our financial condition and results of operations for the year ended December 31, 2024, compared to the year ended December 31, 2023, can be found under Item 7 in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025, which is available free of charge on the SEC’s website at http://www.sec.gov and at our investor rela website (https://ir.energyrecovery.com). Revenue Table of Contents As a significant portion of our revenue is derived from large project contract deliveries that are up to 36 months from contract date, there is no specific seasonality in our revenues to highlight. We generally track our revenues by channels. The channels we recognize and channel definitions we utilize are as follow • Megaproject (“MPD”) channel: The MPD channel has been the main driver of our long-term growth as revenue from this ch benefits from a growing number of projects as well as an increase in the capacity of these projects in some cases. MP are large-scale in nature and generally have shipment timelines from 16 to 36 months from contract date. Recognition revenue is dependent on customers’ project timing and execution of these projects. • Original Equipment Manufacturer (“OEM”) channel: The OEM channel reflects sales to a wide variety of industries in the desalination, wastewater, and the refrigeration markets. This channel contains projects smaller in size and revenue, a shorter duration compared to those projects in the MPD channel. • Aftermarket (“AM”) channel: The AM channel represents support and services rendered to our installed customer base. AM revenue generally fluctuates from year-to-year and is dependent on our customers’ timing of product upgrades, as we replenishment of spare parts and supplies. Revenue by Channel Customers Years Ended December 31, 2025 2024 Revenue % of Revenue Revenue % of Revenue Change (In thousands, except percentages) Megaproject $ 82,885 61% $ 95,399 66% $ (12,514)(13%) Original equipment manufacturer 31,940 24% 31,525 22% 415 1% Aftermarket 20,162 15% 18,024 12% 2,138 12% Total revenue $ 134,987100% $ 144,948100% $ (9,961)(7%) Revenue Attributable to Primary Geographical Markets by Segments
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 35 Years Ended December 31,2025 2024 Water Emerging Technologies Total Water Emerging Technologies Total (In thousands) Middle East $ 68,084$ 92 $ 68,176$ 59,538$ 399$ 59,937 Africa 15,010 — 15,010 30,731 — 30,731 Other 51,608 193 51,801 54,041 239 54,280 Total revenue $ 134,702$ 285$ 134,987$ 144,310$ 638$ 144,948 Year ended December 31, 2025, as compared to the year ended December 31, 2024 Revenues associated with our Water segment represented 99% of total revenues during the years ended December 31, 2025 and 2024. Revenues associated with our Emerging Technologies segment were immaterial. The decrease in MPD revenue of $12.5 million was due primarily to lower shipments to the Africa and Asia markets, partially offse higher shipments of products to the Middle East and Europe markets. The increase in OEM revenue of $0.4 million was primarily due: • Desalination: The increase in revenue of $2.5 million was due primarily to higher shipments of products to the Asia market. • Wastewater: The decrease in revenue of $2.1 million was due primarily to lower shipments of products to the Asia marke The increase in AM revenue of $2.1 million was due primarily to higher shipments to the Asia and Middle East markets. Table of Contents Revenues attributable to domestic and international sales Revenues are primarily attributable to international sales and are concentrated in the Middle East and Africa. See Note 10, “Concentrations – Revenue by Geographic Location and Country,” of the Notes for further discussion regarding our concentration of revenue by geographic location. Gross Profit and Gross Margin Gross profit represents revenue less cost of revenue. Cost of revenue consists primarily of raw materials, personnel costs ( stock-based compensation), manufacturing overhead, warranty costs, and depreciation expense. Years Ended December 31, 2025 2024 Change (In thousands, except percentage and basis point) Gross profit $ 87,931$ 96,933$ (9,002) Gross margin 65.1% 66.9% (180) bps The decrease in gross profit and gross margin for the year ended December 31, 2025, as compared to the prior year, was due primarily to lower sales volume spread over fixed costs, increased costs related to product and channel mix, pricing and tariffs, partially offse by a decrease in indirect manufacturing costs during the year ended December 31, 2025. Operating Expenses The total material changes of general and administrative (“G&A”), sales and marketing (“S&M”) and R&D operating expen year ended December 31, 2025, as compared to the comparable period in the prior year, are discussed within the following overall operating expenditures, and the segment and corporate operating expenses discussions below. 2025 2024 Water Emerging Technologies Corporate Total Water Emerging Technologies Corporate Total (In thousands) General and administrative$ 5,686$ 2,350$ 21,733$ 29,769$ 8,127$ 3,821$ 21,126$ 33,074 Sales and marketing13,664 5,449 1,813 20,926 15,683 7,340 2,400 25,423 Research and development 6,344 6,690 — 13,034 4,523 11,713 — 16,236
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 36 Years Ended December 31, p Restructuring charges105 47 161 313 1,147 832 497 2,476 Total operating expenses $ 25,799$ 14,536$ 23,707$ 64,042$ 29,480$ 23,706$ 24,023$ 77,209 Year ended December 31, 2025, as compared to the year ended December 31, 2024 Overall Operating Expenditures. Overall operating expenditures decreased by $13.2 million, or (17.1%). This decrease was due primarily to a decrease in employee costs, such as employee compensation and stock-based compensation, as well as lower Emerging Technologies segment development costs, facility expenses and restructuring charges, partially offset by impairment costs associated with the sublease of the Katy, Texas lease incurred during the year ended December 31, 2025. Water Segment. Water segment related operating expenses represented 40% and 38% of overall operating expenses during the years ended December 31, 2025 and 2024, respectively and decreased by $3.7 million, or (12.5%). This decrease was due primarily to lower employee costs, including stock-based compensation costs, and lower restructuring charges. Table of Contents Emerging Technologies Segment. Emerging Technologies segment related operating expenses represented 23% and 31% of overall operating expenses during the years ended December 31, 2025 and 2024, respectively and decreased by $9.2 million, or (38.7%). This decrease was due primarily to lower employee costs, including stock-based compensation, lower development costs and lower restructuring charges. Corporate Operating Expenses. Corporate operating expenses decreased by $0.3 million, or (1.3%). This decrease was primarily due to lower employee costs, such as employee compensation, partially offset by an increase in consulting costs and impairmen associated with the sublease of the Katy, Texas lease incurred during the year ended December 31, 2025. Restructuring Charges. During the fourth quarter of fiscal year 2024, we implemented a restructuring plan which included reductions in our workforce in all functions of the organization, primarily within the G&A function, in order to lower our operating cost structure, and to position the Company for profitable growth. We recorded total restructuring charges of approximately $2.8 million, of which $0.3 million was recorded during the year ended December 31, 2025. The total restructuring charge relates to severance and benefits, including reemployment assistance, for 38 terminated employees, which was approximately 15% of our workforce. The implementation of the restructuring plan was completed during the year ended December 31, 2025. See Note 4, “Other Financial Information – Restructuring,” of the Notes for further discussion and disclosure on our restructuring program. Other Income, Net Years Ended December 31, 2025 2024 (In thousands) Interest income $ 3,614$ 6,218 Other non-operating income (expense), net 92 (207) Total other income, net $ 3,706$ 6,011 The decrease in “Total other income, net” in the years ended December 31, 2025, as compared to the comparable period in the prior year, was primarily due to a decrease in short- and long-term investments. Income Taxes Years Ended December 31, 2025 2024 Change (In thousands, except percentages) Provision for income taxes $ 4,633 $ 2,685 $ 1,948 Effective tax rate 17% 10% The higher provision for income taxes in 2025, as compared to the prior year, was due primarily to an increase in income from operations, a decrease in tax benefit of $0.3 million related to Foreign Derived Intangible Income (“FDII”), a decrease of $0.6 million in fed R&D tax credits, a decrease in $0.6 million in realizable California R&D credit and $0.1 million net increase on the tax impact of compensation and executive compensation limits. The fiscal year 2025 effective tax rate included a benefit of $1.9 million related to FDII, a benefit of $0.3 million related to federal R&D tax credits, tax expense of $0.2 million related to increase of California R&D credit valuation allowance and tax expense of $0.6 million related to stock-based compensation and executive compensation limits. The fiscal year 2024 effective tax rate included a benefit of
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 37 $2.1 million related to FDII, a benefit of $0.9 million related to federal R&D tax credits, a benefit of $0.4 million related to California R&D c valuation allowance release, and tax expense of $0.5 million related to stock-based compensation and executive compensation See Note 8, “Income Taxes,” of the Notes for further discussion regarding further information related to our tax rate reconciliation. Table of Contents Liquidity and Capital Resources Overview From time-to-time, management and our Board of Directors (the “Board”) review our liquidity and future cash needs and may make a decision to (1) return capital to our shareholders through a share repurchase program or dividend payout; or (2) seek additional financing. As of December 31, 2025, our principal sources of liquidity consisted of (i) unrestricted cash and cash equivalents of $48.1 million that are held in cash accounts and invested in money market funds and U.S. treasury securities; (ii) investment-grade short-term and long- term marketable debt instruments of $35.2 million that are primarily invested in U.S. treasury securities and corporate notes and bonds; (iii) accounts receivable, net of allowances, of $76.6 million. As of December 31, 2025, there was unrestricted cash of $1.4 million held outside the U.S. We invest cash not needed for current operations predominantly in investment-grade, marketable debt instrumen intent to make such funds available for future operating purposes, as needed. Although these securities are available for sale, w hold these securities to maturity, and therefore, do not currently see a need to trade these securities in order to support our liquid the foreseeable future. We believe the risk of this portfolio to us is in the ability of the underlying companies or government age their obligations at maturity, not in our ability to trade these securities at a profit. Based on current projections, we believe existin balances and future cash inflows from this portfolio will meet our liquidity needs for at least the next 12 months. Credit Agreement We entered into a credit agreement with JPMorgan Chase Bank, N.A. on December 22, 2021 (as amended, the “Credit Agreement”). The Credit Agreement provides a committed revolving credit line of $50.0 million and includes both a revolving loan and a letters of credit (“LCs”) component. The maximum allowable LCs under the credit line component of the Credit Agreement is $30.0 million. As of December 31, 2025, the Company was in compliance with all covenants under the Credit Agreement. See Note 6, “Lines of Credit,” of the Notes for further discussion related to the Credit Agreement. Letters of Credit From time-to-time, we enter into LCs related to our product warranty and performance guarantees. As of December 31, 2025, outstanding LCs totaled $20.4 million. See Note 6, “Lines of Credit – Letters of Credit,” of the Notes for further discussion related to LCs and Note 7, “Commitments and Contingencies – Guarantees,” of the Notes for further discussion related to performance guarantees.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 38 Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 39 Table of Contents Share Repurchase Programs The Board, from time-to-time, has authorized share repurchase programs under which we may, at our discretion, repurchas Company’s outstanding common stock in the open market, or in privately negotiated transactions, in compliance with applicable federal securities laws. The timing and amounts of any purchase under the share repurchase programs are based on market co other factors including price, regulatory requirements, and capital availability. We account for stock repurchases under these pro the cost method. As of December 31, 2025, we have cumulatively repurchased 14.0 million shares of the Company’s common stock at an aggregate cost of $166.1 million under all share repurchase programs. The following is a discussion of the current share repurchase program during the years ended December 31, 2025. See Note 11, “Stockholders’ Equity – Share Repurchase Programs,” of the Notes for further discussion related to share repurchase programs and a reconciliation of the latest share repurchase plan balance. On February 26, 2025 and August 6, 2025, we announced that the Board authorized share repurchase programs under which we may repurchase our outstanding common stock, at the discretion of management, up to an aggregate amount of $55.0 million in aggregate cost, which includes both the share value of the acquired common stock and the fees charged in connection with acquiring the comm During the year ended December 31, 2025, we repurchased 2,570,214 shares of our common stock at an aggregate cost of approximately $35.6 million.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 40 Table of Contents Cash Flows Years Ended December 31, 2025 2024 Change (In thousands) Net cash provided by operating activities $ 18,770$ 20,522$ (1,752) Net cash provided by (used in) investing activities 33,985 (15,654) 49,639 Net cash used in financing activities (34,534) (43,284) 8,750 Effect of exchange rate differences on cash and cash equivalents 98 (52) 150 Net change in cash, cash equivalents and restricted cash$ 18,319$ (38,468)$ 56,787 Cash Flows from Operating Activities Net cash provided by operating activities is subject to the project driven, non-cyclical nature of our business. Operating cash flow fluctuate significantly from reporting period to reporting period, due to the timing of receipts of large project orders. Operating ca be negative in one reporting period and significantly positive in the next. Consequently, individual reporting period results and co may not necessarily indicate a significant trend, either positive or negative. The higher net cash used for operating assets and liabilities for the year ended December 31, 2025, as compared to the prior year, was due primarily to the following factors: • Accrued liabilities: an increase in cash used due to incentives and restructuring expenses paid out in 2025, • Accounts payable: an increase in cash used due to the timing of payments and vendor invoices received; partially offset b • Accounts receivable: a decrease in cash used due to an increase in collections related to revenues earned late in the fou quarter of 2024. Cash Flows from Investing Activities Net cash provided by (used in) investing activities primarily relates to sales, maturities and purchases of investment-grade marketable debt instruments, and capital expenditures supporting our growth. The decrease in cash used during the year ended December 31, 2025, as compared to the prior year, is primarily due to lower purchases of marketable securities. We believe our investments in marketa instruments are structured to preserve principal and liquidity while at the same time maximizing yields without significantly increa Cash Flows from Financing Activities Net cash used in financing activities for the year ended December 31, 2025 was lower as compared to the cash used in financing activities in the prior year, due to lower repurchases of our common stock partially offset by lower net proceeds from the issuance of c stock as compared to the prior year. Table of Contents Liquidity and Capital Resource Requirements
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 41 We believe that our existing resources and cash generated from our operations will be sufficient to meet our anticipated ca requirements for at least the next 12 months. However, we may need to raise additional capital or incur additional indebtedness to fund our operations or to support acquisitions in the future and/or to fund investments in our latest technology arising from rap adoption. These needs could require us to seek additional equity or debt financing. Our future capital requirements will depend factors including the continuing market acceptance of our products, our rate of revenue growth, the timing of new product introdu expansion of our R&D, manufacturing and S&M activities, and the timing and extent of our expansion into new geographic territo addition, we may enter into potential material investments in, or acquisitions of, complementary businesses, services or technolo future which could also require us to seek additional equity or debt financing. Should we need additional liquidity or capital fund may not be available to us on favorable terms, or at all. Facility and Equipment Leases. We lease facilities and equipment under fixed noncancelable operating leases that expire on various dates through fiscal year 2030. See Note 7, “Commitments and Contingencies – Operating Lease Obligations,” of the Notes for additional information related to our fixed noncancelable operating leases. Off-balance Sheet Arrangements. During the periods presented, we did not have any relationships with unconsolidated entities financial partnerships such as entities often referred to as structured finance or special purpose entities which would have been for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Critical Accounting Policies and Estimates Our Consolidated Financial Statements are prepared in accordance with U.S. GAAP. These accounting principles require us to make estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the Consolidated Financ Statements as well as the reported amounts of revenue and expense during the periods presented. We believe that the estimat judgments upon which we rely are reasonable based upon information available to us at the time that we make these estimates judgments. To the extent that there are material differences between these estimates and actual results, our consolidated financ will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the to aid in fully understanding and evaluating our reported financial results are revenue recognition; valuation of stock options; val impairment of goodwill; inventory; and deferred taxes and valuation allowances on deferred tax assets. The following is not intended to be a comprehensive list of all of our accounting policies or estimates. See Note 1, “Description of Business and Significant Accounting Policies,” of the Notes for further detailed discussion regarding our accounting policies and estimates Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers in an amount th the consideration we expect to be entitled to in exchange for those goods or services. At the inception of each contract, perform obligations are identified and the total transaction price is allocated to the performance obligations. Our contracts with customer include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based o stand-alone selling price. We generally determine stand-alone selling prices based on the prices charged to customers. With re termination, we do not have the ability to cancel a contract for convenience. In general, customers can cancel for convenience u payment of a termination fee that covers costs and profit. It is rare for customers to cancel contracts. See Note 1, “Description of Business and Significant Accounting Policies – Significant Accounting Policies – Revenue Recognition (Product and Service Revenue Recognition),” of the Notes for more detail on product and service revenue recognition. Table of Contents Stock-based Compensation We account for stock-based compensation according to U.S. GAAP relating to stock-based payments, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on values on the grant date. The fair value of stock options is calculated on the date of grant using a Black-Scholes (also referred t “Black-Scholes-Merton”) model, which requires a number of complex assumptions including the expected life to exercise a veste based upon the Company’s exercise history, expected volatility based upon the Company’s historical stock prices, risk-free inter based upon the U.S. Treasury rates, and the Company’s dividend yield. See Note 1, “Description of Business and Significant Accounting Policies – Significant Accounting Policies – Stock-based Compensation” and Note 12, “Stock-based Compensation,” of the Notes for further
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 42 discussion of our accounting policy and stock-based compensation activities, respectively. Goodwill Our goodwill represents the excess of the purchase price of a business combination over the fair value of the net assets a Goodwill impairment testing requires significant judgment and management estimates, including, but not limited to, the determin number of reporting units, (ii) the goodwill and other assets and liabilities to be allocated to the reporting units and (iii) the fair va reporting units. The estimates and assumptions described above, along with other factors such as discount rates, will significan outcome of the impairment tests and the amounts of any resulting impairment losses. We perform a quantitative assessment of impairment on an annual basis during the third quarter of each year, and between annual tests, a qualitative assessment whene changes in circumstances indicate that the carrying amount may not be recoverable. If these interim qualitative factors were to is more-likely-than-not that the fair value of the reporting unit is less than its carrying value, we would then perform a quantitative which would consist primarily of a discounted cash flow analysis to determine the fair value of the reporting unit’s goodwill. To th carrying amount of the reporting unit’s allocated goodwill exceeds the unit’s fair value, we recognize an impairment of goodwill fo up to the amount of goodwill of that reporting unit. See Note 1, “Description of Business and Significant Accounting Policies – Significant Accounting Policies – Goodwill” and Note 4, “Other Financial Information – Goodwill,” of the Notes for further discussion of our accounting policy and goodwill activities, respectively. Inventories We determine at each balance sheet date how much, if any, of our inventory may ultimately prove to be either unsalable o at its carrying cost. Reserves are established to effectively adjust the carrying value of such inventory to lower of cost (first-in, fi method) or net realizable value. See Note 1, “Description of Business and Significant Accounting Policies – Significant Accounting Policies – Inventories” and Note 4, “Other Financial Information – Inventories, net,” of the Notes for further discussion of our accounting policy and estimates, and inventory activities, respectively. Income Taxes Our annual tax rate is determined based on our income and the jurisdictions where it is earned, statutory tax rates, and th impacts of items treated differently for tax purposes than for financial reporting purposes. Also inherent in determining our annu judgments and assumptions regarding the recoverability of certain deferred tax balances, and our ability to uphold certain tax po are subject to complex tax laws, in the U.S. and numerous foreign jurisdictions, and the manner in which they apply can be open to interpretation. Realization of deferred tax assets is dependent upon generating sufficient taxable income in the appropriate juris future periods, which involves business plans, planning opportunities, and expectations about future outcomes. Our assessmen estimates and assumptions, and may involve a series of complex judgments about future events. We use an estimate of our an tax rate at each interim period based on the facts and circumstances available at that time, while the actual effective tax rate is c year-end. See Note 1, “Description of Business and Significant Accounting Policies – Significant Accounting Policies – Income Taxes” and Note 8, “Income Taxes,” of the Notes for further discussion of our income tax policy and our tax valuation allowance, respectively. Recent Accounting Pronouncements Refer to Note 1, “Description of Business and Significant Accounting Policies – Recently Issued Accounting Pronouncements Not Yet Adopted,” of the Notes. Table of Contents Item 7A — Quantitative and Qualitative Disclosures About Market Risk Our exposure to market risk may be found primarily in two areas, foreign currency and interest rates. Foreign Currency Risk Our foreign currency exposures are due to fluctuations in exchange rates for the U.S. dollar (“USD”) versus the British pound, Saudi riyal, Emirati dirham, European euro, Chinese yuan, Indian rupee and Canadian dollar. Changes in currency exchange rates co affect our consolidated operating results or financial position. Our revenue contracts have been denominated in the USD. At times, our international customers may have difficulty obta the USD to pay our receivables, thus increasing collection risk and potential bad debt expense. In addition, we pay many vendors in foreign currency and, therefore, are subject to changes in foreign currency exchange international sales and service operations incur expense that is denominated in foreign currencies. This expense could be mate by currency fluctuations. Our international sales and services operations also maintain cash balances denominated in foreign c
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 43 decrease the inherent risk associated with translation of foreign cash balances into our reporting currency, we do not maintain e balances in foreign currencies. We have not hedged our exposure to changes in foreign currency exchange rates because expenses in foreign currencies insignificant to date and exchange rate fluctuations have had little impact on our operating results and cash flows. In addition, w have any exposure to the Russian ruble. Interest Rate and Credit Risks The primary objective of our investment activities is to preserve principal and liquidity while at the same time maximizing y significantly increasing risk. We invest primarily in investment-grade short-term and long-term marketable debt instruments that are subject to counter-party credit risk. To minimize this risk, we invest pursuant to an investment policy approved by the Board. The policy mandates high credit rating requirements and restricts our exposure to any single corporate issuer by imposing concentration limits. As of December 31, 2025, our investment portfolio of $48.2 million, in investment-grade marketable debt instruments, such as U.S. treasury securities, corporate notes and bonds, and municipal and agency notes and bonds, are classified as either cash equivalents or short-term and/or long-term investments on our Consolidated Balance Sheets. These investments are subject to interest rate fluctuatio and a decrease in market value to the extent interest rates increase. To minimize the exposure due to adverse shifts in interest maintain investments with a weighted average maturity of approximately 6 months. As of December 31, 2025, a hypothetical 1% increase in interest rates would have resulted in a less than $0.2 million decrease in the fair value of our investments in marketable debt instruments as of such date. Table of Contents Item 8 — Financial Statements and Supplementary Data Page No. Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34) 45 Consolidated Financial Statements: Consolidated Balance Sheets — December 31, 2025 and 2024 48 Consolidated Statements of Operations — Years ended December 31, 2025, 2024 and 2023 49 Consolidated Statements of Comprehensive Income — Years ended December 31, 2025, 2024 and 2023 50 Consolidated Statements of Stockholders’ Equity — Years ended December 31, 2025, 2024 and 2023 51 Consolidated Statements of Cash Flows — Years ended December 31, 2025, 2024 and 2023 52 Notes to Consolidated Financial Statements 53
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 44 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Energy Recovery, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Energy Recovery, Inc. and subsidiaries (the “Company”) as December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PC Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on t Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are requir independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regul Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform th obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or f audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to e
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 45 and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regardin amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and sig estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that wa communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are m financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critica matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating t audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition — Refer to Notes 1, 2 and 10 to the financial statements Critical Audit Matter Description Revenue is recognized upon transfer of control of products which typically follows transfer of title upon shipment or delivery in ac with International Commercial Terms. The processing and recording of the Company’s revenue transactions is a combination of and manual processes (i.e., the revenue transactions are recorded automatically upon invoice generation at the time of shipmen the review process remains relatively manual to ensure control has properly transferred to recognize revenue) and therefore, the uses a set of procedures to ensure revenue is accurate for each transaction. Table of Contents We identified the Company’s revenue recognition as a critical audit matter as the Company has a significant volume of revenue throughout the year and a manual process to generate accurate data to process and record revenue in line with when risk is tran the customers. This required an increased level of effort to audit these revenue transactions and to evaluate that they were reco appropriate period. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to revenue recognition included the following, among others: • We tested the effectiveness of controls over the recognition of revenue. • We obtained an understanding of the nature of the revenue recognition process through inquiry with the Company per responsible for the invoices as well as review of the contract with the customers. • We performed detail testing procedures on processed revenue transactions, we traced and agreed the calculation of t Company’s recorded revenue and the timing of revenue recognition to source documents such as the agreed upon te the customer and shipping records, as well as the related invoices generated within the system and evaluated any diff /s/ Deloitte & Touche LLP San Francisco, California February 25, 2026 We have served as the Company’s auditor since 2018.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 46 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Energy Recovery, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Energy Recovery, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal contro financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PC consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 25, 2026, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessm effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Contro Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and th We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material resp audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing suc procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opi Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliab financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted acco principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the ma records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance w accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with aut management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of un acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projec evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 47 that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP San Francisco, California February 25, 2026 Table of Contents ENERGY RECOVERY, INC. CONSOLIDATED BALANCE SHEETS December 31, 2025 2024 (In thousands, except shares and per share data) ASSETS Current assets: Cash and cash equivalents $ 48,076$ 29,627 Short-term investments 27,173 48,392 Accounts receivable, net 76,639 64,066 Inventories, net 24,260 24,906 Prepaid expenses and other assets 5,063 6,665 Total current assets 181,211 173,656 Long-term investments 8,034 21,832 Deferred tax assets, net 8,267 9,004 Property and equipment, net 12,934 15,424 Operating lease, right of use asset 7,701 9,695 Goodwill 12,790 12,790 Other assets, non-current 577 391 Total assets $ 231,514$ 242,792 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 2,114$ 3,109 Accrued expenses and other liabilities 11,670 17,728 Lease liabilities 2,531 2,020 Contract liabilities 1,039 571 Total current liabilities 17,354 23,428 Lease liabilities, non-current 6,898 9,297 Other liabilities, non-current 1,070 57 Total liabilities 25,322 32,782 Commitments and contingencies (Note 7) Stockholders’ equity: Common stock, $0.001 par value; 200,000,000 shares authorized; 66,774,081 shares issued and 52,806,822 shares outstanding at December 31, 2025 and 66,182,906 shares issued and 54,785,861 shares outstanding at December 31, 2024 67 66 Additional paid-in capital 244,397 235,010 Accumulated other comprehensive (loss) income (94) 98 Treasury stock, at cost, 13,967,259 shares repurchased at December 31, 2025 and 11,397,045 shares repurchased at December 31, 2024 (166,846) (130,870) Retained earnings 128,668 105,706 Total stockholders’ equity 206,192 210,010 Total liabilities and stockholders’ equity $ 231,514$ 242,792 See Accompanying Notes to Consolidated Financial Statements
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 48 Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 49 Table of Contents ENERGY RECOVERY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2025 2024 2023 (In thousands, except per share data) Revenue $ 134,987$ 144,948$ 128,349 Cost of revenue 47,056 48,015 41,270 Gross profit 87,931 96,933 87,079 Operating expenses: General and administrative 29,769 33,074 28,864 Sales and marketing 20,926 25,423 22,164 Research and development 13,034 16,236 17,001 Restructuring charges 313 2,476 — Total operating expenses 64,042 77,209 68,029 Income from operations 23,889 19,724 19,050 Other income (expense): Interest income 3,614 6,218 3,756 Other non-operating income (expense), net 92 (207) (101) Total other income, net 3,706 6,011 3,655 Income before income taxes 27,595 25,735 22,705 Provision for income taxes 4,633 2,685 1,201 Net income $ 22,962$ 23,050$ 21,504 Net income per share: Basic $ 0.43$ 0.40$ 0.38 Diluted $ 0.42$ 0.40$ 0.37 Number of shares used in per share calculations: Basic 53,802 57,213 56,444 Diluted 54,158 57,822 57,740 See Accompanying Notes to Consolidated Financial Statements
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 50 Table of Contents ENERGY RECOVERY, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended December 31, 2025 2024 2023 (In thousands) Net income $ 22,962$ 23,050$ 21,504 Other comprehensive income (loss), net of tax Foreign currency translation adjustments (150) 31 51 Unrealized gain (loss) on investments (42) 111 254 Total other comprehensive income (loss), net of tax (192) 142 305 Comprehensive income $ 22,770$ 23,192$ 21,809 See Accompanying Notes to Consolidated Financial Statements Table of Contents ENERGY RECOVERY, INC.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 51 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Years Ended December 31, 2025 2024 2023 (In thousands, except shares) Common stock Beginning balance $ 66 $ 65 $ 64 Issuance of common stock, net 1 1 1 Ending balance 67 66 $ 65 Additional paid-in capital Beginning balance 235,010 217,617 204,957 Issuance of common stock, net 1,795 7,099 4,793 Stock-based compensation 7,592 10,294 7,867 Ending balance 244,397 235,010 217,617 Accumulated other comprehensive (loss) income Beginning balance 98 (44) (349) Other comprehensive (loss) income Foreign currency translation adjustments (150) 31 51 Unrealized (loss) gain on investments (42) 111 254 Total other comprehensive (loss) income, net (192) 142 305 Ending balance (94) 98 (44) Treasury stock Beginning balance (130,870) (80,486) (80,486) Common stock repurchased (35,976) (50,384) — Ending balance (166,846) (130,870) (80,486) Retained earnings Beginning balance 105,706 82,656 61,152 Net income 22,962 23,050 21,504 Ending balance 128,668 105,706 82,656 Total stockholders’ equity $ 206,192$ 210,010$ 219,808 Common stock issued (shares) Beginning balance 66,182,906 65,029,459 64,225,391 Issuance of common stock, net 591,175 1,153,447 804,068 Ending balance 66,774,081 66,182,906 65,029,459 Treasury stock (shares) Beginning balance 11,397,045 8,148,512 8,148,512 Common stock repurchased 2,570,214 3,248,533 — Ending balance 13,967,259 11,397,045 8,148,512 Total common stock outstanding (shares) Beginning Balance 54,785,861 56,880,947 56,076,879 Issuance of common stock, net 591,175 1,153,447 804,068 Common stock repurchased (2,570,214) (3,248,533) — Ending Balance 52,806,822 54,785,861 56,880,947 See Accompanying Notes to Consolidated Financial Statements Table of Contents ENERGY RECOVERY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS 2025 2024 2023 (In thousands) Cash flows from operating activities:
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 52 Years Ended December 31,Net income $ 22,962$ 23,050$ 21,504 Adjustments to reconcile net income to cash provided by operating activities Stock-based compensation 7,719 10,322 8,038 Depreciation and amortization 3,760 4,046 4,102 Accretion (amortization) of discounts (premiums) on investments(326) (1,331) (862) Deferred income taxes 737 1,320 (61) Impairment of long-lived assets 353 — — Reversal of accruals related to expired warranties (1,095) (206) (334) Inventory reserve adjustment 479 (210) 771 Other non-cash adjustments 318 499 589 Changes in operating assets and liabilities: Accounts receivable, net (12,687) (17,212) (12,873) Contract assets 1,129 (2,184) 1,128 Inventories, net 7 1,202 1,354 Prepaid and other assets 236 (756) (96) Accounts payable (1,462) 787 2,629 Accrued expenses and other liabilities (3,828) 1,811 294 Contract liabilities 468 (616) (129) Net cash provided by operating activities 18,770 20,522 26,054 Cash flows from investing activities: Sales of marketable securities — — 2,966 Maturities of marketable securities 66,675 76,508 64,955 Purchases of marketable securities (31,370) (90,997) (84,555) Capital expenditures (1,330) (1,298) (2,567) Proceeds from sales of fixed assets 10 133 87 Net cash provided by (used in) investing activities 33,985 (15,654) (19,114) Cash flows from financing activities: Net proceeds from issuance of common stock 1,796 7,100 4,794 Repurchase of common stock (35,623) (50,384) — Payment of excise tax associated with repurchase of common stock(707) — — Net cash (used in) provided by financing activities (34,534) (43,284) 4,794 Effect of exchange rate differences on cash and cash equivalents 98 (52) 33 Net change in cash, cash equivalents and restricted cash 18,319 (38,468) 11,767 Cash, cash equivalents and restricted cash, beginning of year29,757 68,225 56,458 Cash, cash equivalents and restricted cash, end of year$ 48,076$ 29,757$ 68,225 Supplemental disclosure of cash flow information: Cash paid for income taxes 1,398 1,553 505 Supplemental disclosure on non-cash investing and financing transactions: Purchases of property and equipment in trade accounts payable, and accrued expenses and other liabilities $ 463$ 70 $ 647 Excise tax on share repurchases, accrued but not paid 34 387 — See Accompanying Notes to Consolidated Financial Statements Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Description of Business and Significant Accounting Policies Energy Recovery, Inc. and its wholly-owned subsidiaries (the “Company” or “Energy Recovery”) designs and manufacture class energy-saving technology for critical infrastructure that communities rely on every day, driving a more resilient and sustain Leveraging the Company’s pressure exchanger technology, which generates little to no emissions when operating, the Company believes its solutions lower costs, save energy, reduce waste, and minimize emissions for companies across a variety of commercial and ind processes. As the world coalesces around the urgent need to address climate change and its impacts, the Company is helping companies reduce their energy consumption in their industrial processes, which in turn, reduces their carbon footprint. The Company believes that its customers do not have to sacrifice quality and cost savings for sustainability and the Company is committed to developing solutions that drive long-term value – both financial and environmental. The Company’s solutions are marketed, sold in, and developed for, the fluid-flow an gas markets, such as seawater and wastewater desalination, natural gas, chemical processing and CO2-based refrigeration systems, under the trademarks ERI®, PX®, Pressure Exchanger®, PX® Pressure Exchanger® (“PX”), Ultra High-Pressure PX, PX G™, PX G1300®,
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 53 PX PowerTrain™, AT™, and Aquabold™. The Company owns, manufactures and/or develops its solutions, in whole or in part, in the United States of America (the “U.S.”). Basis of Presentation The Consolidated Financial Statements include the accounts of Energy Recovery, Inc. and its wholly-owned subsidiaries. intercompany accounts and transactions have been eliminated in consolidation. Reclassifications Certain prior period amounts have been reclassified in certain notes to the Consolidated Financial Statements to conform to the current period presentation. Use of Estimates The preparation of Consolidated Financial Statements, in conformity with U.S. generally accepted accounting principles (“GAAP”), requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. The accounting policies that reflect the Company’s significant estimates and judgments and that the Company believes ar critical to aid in fully understanding and evaluating its reported financial results are revenue recognition; stock-based compensation expense; equipment useful life and valuation; goodwill valuation and impairment; inventory valuation and allowances, deferred taxes and v allowances on deferred tax assets; and evaluation and measurement of contingencies. Those estimates could change, and as a result, actual results could differ materially from those estimates. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgmen revision of the carrying value of its assets or liabilities as of February 25, 2026, the date of issuance of this Annual Report on Form 10-K. These estimates may change, as new events occur and additional information is obtained. Actual results could differ materially estimates under different assumptions or conditions. The Company undertakes no obligation to publicly update these estimates reason after the date of this Annual Report on Form 10-K, except as required by law. Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Significant Accounting Policies Cash and Cash Equivalents The Company considers all highly liquid investments with an original or remaining contractual maturity on date of purchase of less than or equal to three months to be classified and presented as cash equivalents on the Consolidated Balance Sheets. Cash equivalents are stated at cost, which approximates fair value. The Company’s cash and cash equivalents may include demand deposit account financial institutions, institutional money market funds, U.S. treasury securities, corporate notes and bonds, and municipal and agency no and bonds. The Company monitors the creditworthiness of the financial institutions, institutional money market funds, and corpor which the Company invests its surplus funds. The Company has experienced no credit losses from its cash investments. Short-term and Long-term Investments The Company’s short-term and long-term investments consist primarily of investment-grade debt securities, such as U.S. treasury securities, corporate notes and bonds, and municipal and agency notes and bonds, all of which are classified as available-for-sale. Available-for-sale securities are carried at fair value. Amortization or accretion of premium or discount is included in other incom net on the Consolidated Statements of Operations. Changes in the fair value of available-for-sale securities are reported as a com accumulated other comprehensive (loss) income within stockholders’ equity on the Consolidated Balance Sheets. Realized gains and losses on the sale of available-for-sale securities are determined by specific identification of the cost basis of each security.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 54 The Company categorizes and classifies short-term and long-term available-for-sale investments on the Company’s Consolidated Balance Sheets as follows: • Short-term investments: Investments purchased with an original or remaining maturity at time of purchase greater than three months and that are expected to mature within 12 months from the balance sheet date are classified as short-term investments and are presented in current assets. • Long-term investments: Investments purchased with an original or remaining maturity at time of purchase greater than three months and that are expected to mature more than 12 months from the balance sheet date are classified as long-term investments and are presented in non-current assets. Allowance for Doubtful Accounts The Company records a provision for doubtful accounts based on historical experience and an estimate of the expected c In estimating the allowance for doubtful accounts, the Company considers, among other factors, the aging of the accounts recei historical write-offs, the credit worthiness of each customer, and general economic conditions. Account balances are charged of allowance when the Company believes that it is probable that the receivable will not be recovered. Inventories Inventories are stated at the lower of cost (using the first-in, first-out “FIFO” method) or net realizable value. The Compan inventory valuation adjustments for excess and obsolete inventory based on current inventory levels, movement, expected usefu estimated future demand of the products and spare parts. Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Property and Equipment Property and equipment is recorded at cost and reduced by accumulated depreciation. Depreciation expense is recognize estimated useful lives of the assets using the straight-line method. The following table presents the estimated useful life, or range of usefu lives, of the Company’s property and equipment. Maintenance and repairs are charged directly to expense as incurred. Minimum Maximum Machinery and equipment (excluding equipment used for manufacturing of ceramic components)3 years 7 years Machinery and equipment used for manufacturing of ceramic components3 years 10 years Leasehold improvements (1) 1 year 3.5 years Software (2) 3 years 5 years Office equipment, furniture, and fixtures 3 years 5 years Automobiles 1 year 7 years (1) Leasehold improvements represent remodeling and retrofitting costs for leased office and manufacturing space and are depreciated over either the estimated useful lives or the term of the lease. See Note 7, “Commitments and Contingencies-Operating Lease Obligations,” for further discussion of lease terms. (2) Software purchased for internal use consists primarily of amounts paid for perpetual licenses to third-party software providers and implem costs. Estimated useful lives are periodically reviewed, and when appropriate, changes are made prospectively. When certain e changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the re the carrying amounts. The Company evaluates the recoverability of long-lived assets by comparing the carrying amount of an a estimated future net undiscounted cash flows generated by the asset (asset group). If such assets are considered to be impaire impairment recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the ass evaluation of recoverability involves estimates of future operating cash flows based upon certain forecasted assumptions, includ limited to, revenue growth rates, gross profit margins, and operating expenses.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 55 Leases The Company determines if an arrangement is a lease, or contains a lease, at the inception of the arrangement and evalu whether the lease is an operating or a finance lease at the commencement date. The Company recognizes right-of-use (“ROU” lease liabilities for operating leases with terms greater than 1 year. ROU assets represent the Company’s right to use an asset for the leas term, while lease liabilities represent the Company’s obligation to make lease payments. Operating lease ROU assets and liabi recognized based on the present value of lease payments over the lease term at the lease commencement date. The Company implicit interest rate or, if not readily determinable, its incremental borrowing rate as of the lease commencement date to determ present value of lease payments. The incremental borrowing rate is based on the Company’s unsecured borrowing rate, adjuste effects of collateral. Operating lease ROU assets are recognized net of any lease prepayments and incentives. Based on mate Company accounts for both the non-lease components and related lease components as a single lease component. Lease term include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Opera expense is recognized on a straight-line basis over the lease term. The Company applies lease modifications that change the contractual terms and conditions of a lease, that were not part o original lease, and grants additional right of use with a price consistent with the market, as a new lease. Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Goodwill Goodwill represents the excess of the purchase price of a business combination over the fair value of the net assets acqui Goodwill is not amortized but is evaluated annually for impairment at the reporting unit level or when indicators of a potential imp present. Goodwill impairment testing requires significant judgment and management estimates, including, but not limited to, the determination of (i) the number of reporting units, (ii) the goodwill and other assets and liabilities to be allocated to the reporting (iii) the fair values of the reporting units. The Company performs a quantitative assessment of goodwill for impairment on an an during the third quarter of each year, which would consist primarily of a discounted cash flow analysis to determine the fair value reporting unit’s goodwill. In addition, the Company incorporates other significant inputs to its fair value calculations, including discount rate and market multiples, to reflect current market conditions. Between annual tests, a qualitative assessment whenever events or changes circumstances indicate that the carrying amount may not be recoverable. If these interim qualitative factors were to indicate tha likely-than-not that the fair value of the reporting unit is less than its carrying value, the Company would then perform a quantitat assessment. To the extent the carrying amount of the reporting unit’s allocated goodwill exceeds the unit’s fair value, the Compan recognizes an impairment of goodwill for the excess up to the amount of goodwill of that reporting unit. Fair Value of Financial Instruments The Company’s financial instruments include cash and cash equivalents, restricted cash, investments in marketable secu accounts receivable, and accounts payable. The carrying amounts for these financial instruments reported in the Consolidated Balance Sheets approximate their fair values. See Note 5, “Investments and Fair Value Measurements,” for further discussion related to fair value. Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in a that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Performance obl identified and the total transaction price is allocated to the performance obligations at execution of the contract. The Company’s payment terms vary based on the credit risk of its customer. For certain customer types, the Company re payment before the products or services are delivered to the customer. The Company performs an evaluation of customer cred on an individual contract basis to assess whether collectability is reasonably assured at the inception of the contract. As part of evaluation, the Company considers many factors about the individual customer, including the underlying financial strength of the and/or partnership consortium and the Company’s prior history or industry-specific knowledge about the customer and its suppli relationships. For smaller projects, the Company requires the customer to remit payment generally within 30 to 60 days after product delivery. In some cases, if credit worthiness cannot be determined, prepayment or other security is required.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 56 Sales commissions are expensed as incurred when product revenue is earned. These costs are recorded within sales an expenses. Arrangements with Multiple Performance Obligations and Termination for Convenience The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Com allocates revenue to each performance obligation based on its relative stand-alone selling price. The Company generally determ alone selling prices based on stand-alone observable sales to customers. With respect to termination, the Company does not have the ability to cancel the contract for convenience. In general, cus cancel for convenience upon the payment of a termination fee that covers costs and profit. Practical Expedients and Exemptions The time period between when the Company transfers control of products to the customer and the payment for the produc general, less than one year and, therefore, the practical expedient with respect to a financing component has been adopted by t With respect to taxes, the Company has made the policy election to exclude taxes from the measurement of the transactio Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected one year or less; and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the righ for services performed. Contract Costs The Company recognizes the incremental cost of obtaining contracts as an expense when incurred if the amortization per assets that the Company otherwise would have recognized is one year or less. The costs of obtaining contracts are included in marketing expenses. Product and Service Revenue Recognition A contract is established by a written agreement (executed sales order, executed purchase order or stand-alone contract) customer with fixed pricing, and a credit risk assessment is completed prior to the signing of the agreement to ensure that collec reasonably assured. The Company adheres to consistent pricing in the stand-alone sale of products and services. Performance obligations co delivery of products, such as the Company’s PXs, hydraulic turbochargers, pumps and spare parts. Service obligations, such as commissioning, which are not material, are deferred as contract liabilities until the services are performed. The transfer of control for the Company’s products follows transfer of title which typically occurs upon shipment or delivery equipment in accordance with International Commercial Terms (commonly referred to as “incoterms”). The specified product pe criteria for the Company’s products pertain to the ability of the Company’s product to meet its published performance specificatio warranty provisions, which the Company’s products have demonstrated on a consistent basis. This factor, combined with histor performance metrics, provides the Company’s management with a reasonable basis to conclude that the products will perform s upon commissioning of the plant. Installation is relatively simple, requires no customization, and is performed by the customer u supervision of the Company’s personnel. Based on these factors, the Company concluded that performance has been complete shipment or delivery when title transfers based on the shipping terms, and that product revenue is recognized at a point in time. The Company does not provide its customers with a right of product return; however, the Company will accept returns of p are deemed to be damaged or defective when delivered that are covered by the terms and conditions of the product warranty. P warranty is provided consistent with the industry and is considered to be an assurance warranty, not a separate performance ob Product returns and warranty charges have not been material.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 57 Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For large projects, stand-alone contracts are utilized. For these contracts, consistent with industry practice, the Company typically require their suppliers, including the Company, to accept contractual holdback provisions (also referred to as a retention whereby the final amounts due under the sales contract are remitted over extended periods of time or alternatively, stand-by lett are issued. These retention payments are generally 10% or less of the total contract amount and are due and payable based upon the contractual milestone billing, generally between 24 to 36 months from the date of product delivery. These retention payments with performance conditions are recorded as contract assets and align with the product warranty period. Given that they are not mat context of the contract, they are not considered to be a financing component. Shipping and handling charges billed to customers are pass-through from the freight forwarder to the customer and are in product revenue. The cost of shipping to customers is included in product cost of revenue. Contracts are sometimes modified for a change in scope or other requirements. The Company considers contract modific exist when the modification either creates new or changes the existing enforceable rights and obligations. Any subsequent cont modifications are analyzed to determine the treatment of the contract modification as a separate contract, prospectively or throu cumulative catch-up adjustment. Warranty Costs The Company sells products with a limited warranty for a period ranging from 18 months to five years. The Company accrues for warranty costs based on estimated product failure rates, historical activity, and expectations of future costs. Periodically, the Co evaluates and adjusts the warranty costs to the extent that actual warranty costs vary from the original estimates. Stock-based Compensation The Company measures and recognizes stock-based compensation expense based on the fair value measurement for al based awards made to its employees, non-employee consultants and directors, including restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”) and incentive stock options over the requisite service period (typically the vesting period of the a fair value of RSUs and PRSUs is based on the Company’s common stock price on the date of grant. The fair value of stock options calculated on the date of grant using a Black-Scholes (also referred to as the “Black-Scholes-Merton”) model, which requires a n complex assumptions including the expected life to exercise a vested award based upon the Company’s exercise history, expec based upon the Company’s historical stock prices, risk-free interest rate based upon the U.S. Treasury rates, and the Company’s dividend yield. The estimation of awards that will ultimately vest requires judgment, and to the extent that actual results or updated estim from the Company’s current estimates, such amounts are recorded as a cumulative adjustment in the period in which the estima revised. See Note 12, “Stock-based Compensation – Fair Value Assumptions,” for further discussion of fair value measurements of stock- based awards. Foreign Currency The Company’s reporting currency is the U.S. dollar. The functional currency of the Company’s foreign subsidiaries is their respec local currencies. The asset and liability accounts of the Company’s foreign subsidiaries are translated from their local currencies in effect on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the p and losses resulting from the translation of the Company’s subsidiary balance sheets are recorded as a component of accumula comprehensive income (loss). Gains and losses from foreign currency transactions are recorded in other income (expense) in t Consolidated Statements of Operations.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 58 Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 59 Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Income Taxes Current and non-current tax assets and liabilities are based upon an estimate of taxes refundable or payable for each of the jurisdictions in which the Company is subject to tax. In the ordinary course of business, there is inherent uncertainty in quantifyi positions. The Company assesses income tax positions and records tax benefits for all years subject to examination based upo Company’s evaluation of the facts, circumstances, and information available at the reporting dates. For those tax positions whe likely than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50% being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those inco positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit is recognized in the financial state When applicable, associated interest and penalties are recognized as a component of income tax expense. Accrued interest an are included within the related tax asset or liability on the Consolidated Balance Sheets. Deferred income taxes are provided for temporary differences arising from differences in bases of assets and liabilities for financial reporting purposes. Deferred income taxes are recorded on temporary differences using enacted tax rates in effect for which the temporary differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilitie recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Significa is required in determining whether and to what extent any valuation allowance is needed on the Company’s deferred tax assets. such a determination, the Company considers all available positive and negative evidence including recent results of operations reversals of deferred tax liabilities, projected future income, and available tax planning strategies. See Note 8, “Income Taxes,” for further discussion of tax valuation allowances. The Company’s operations are subject to income and transaction taxes in the U.S. and in foreign jurisdictions. Significant estimates and judgments are required in determining the Company’s worldwide provision for income taxes. Some of these estimates are b interpretations of existing tax laws or regulations. The ultimate amount of tax liability may be uncertain as a result.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 60 Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Recently Adopted Accounting Pronouncement In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 was issued to enhance the transparency and decision usefulness of income tax disclosures. AS is effective for annual periods beginning after December 15, 2024 (i.e., the Company’s 2025 Annual Report) on a prospective ba retrospective application is permitted. In addition, early adoption is permitted. On December 31, 2025, the Company adopted AS prospectively and has applied the disclosure requirements to the period ended December 31, 2025 presented in the consolidate statements. The Company has evaluated the impact of the adoption of ASU 2023-09 on its consolidated financial statements an disclosures, and has determined that the adoption of this guidance will only impact disclosures, with no material impact on the C results of operations, cash flows, or financial condition. See Note 8, “Income Taxes,” for further discussion of the Company’s income taxes. Recently Issued Accounting Pronouncements Not Yet Adopted In October 2023, the FASB issued ASU 2023-06, Disclosure Agreements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). The amendments in ASU 2023-06 will impact various disclosure areas including the statement of cash flows, accounting changes and error corrections, earnings per share, debt, equity, derivatives, a of financial assets. The amendments in ASU 2023-06 will be effective on the date the related disclosures are removed from Reg or Regulation S-K by the Securities and Exchange Commission (the “SEC”), and will no longer be effective if the SEC has not re applicable disclosure requirement by June 30, 2027. Early adoption is prohibited. The Company has evaluated the impact of th ASU 2023-06 on its consolidated financial statements and disclosures, and has determined that the adoption of this guidance w materially impact the Company’s current disclosures. In addition, the Company believes the adoption of ASU 2023-06 will not h material impact on results of operations, cash flows, or financial condition. In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 to require more detailed disclosures about specified categories of expenses (including employee compensation, depreciation, an amortization) included in certain expense captions presented on the face of the income statement. ASU 2024-03 is effective for beginning after December 15, 2026 (i.e., the Company’s 2027 Annual Report), and for interim periods within fiscal years beginni December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial stateme reporting periods after the effective date of ASU 2024-03 or (2) retrospectively to all prior periods presented in the financial state Company is evaluating the potential impact of this adoption on the consolidated financial statements and related disclosures. In July 2025, the FASB issued Accounting Standards Update 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient for measuring expected credit losses on current ac receivables and contract assets by assuming that conditions at the balance sheet date remain unchanged over the life of the as 2025-05 is effective for annual reporting periods beginning after December 15, 2025 (i.e. the Company’s 2026 Annual Report), a periods within those years, with early adoption permitted. The Company believes the adoption of ASU-2025-05 will not have a m impact on results of operations, cash flows, or financial condition. In December 2025, the FASB issued Accounting Standards Update 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the guidance in Topic 270 to improve the consistency of interim financial reportin 2025-11 provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to d events subsequent to the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effec years beginning after December 15, 2027 (i.e. the Company’s 2028 Annual Report), including interim periods within those fiscal early adoption permitted. The Company is evaluating the potential impact of this adoption on the consolidated financial stateme related disclosures. Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 61 Note 2 — Revenue Disaggregation of Revenue The Company classifies its channel customers as follows: • Megaproject (“MPD”). MPD customers are major firms that develop, design, build, own and/or operate large-scale desalin plants or projects. Revenues from projects generally exceed $1.0 million and the MPD project timeline between project tender and shipment are generally up to 36 months; however, from time-to-time, may exceed 36 months. • Original Equipment Manufacturer (“OEM”). In addition to the type of customers listed below, revenues from projects generall are $1.0 million or less and the OEM project timeline from project tender to shipment generally ranges from one to 16 months; however, from time-to-time, may exceed 16 months. ◦ Water: OEM customers are companies that supply equipment, packaged systems, and various operating and maintenance solutions for small to medium-sized desalination plants, utilized by commercial and industrial entities, as well as national, state and local municipalities worldwide. ◦ Emerging Technologies: OEM customers include direct sales to commercial or industrial customers, such as supermarket chains, cold storage facilities, and other industrial users. Also, included are sales to intermediaries, such as refrigeration system installers or refrigeration original equipment manufacturers. • Aftermarket (“AM”). AM customers are desalination plant owners and/or operators who can utilize the Company’s technol upgrade or keep their plant running. AM revenue includes sales of spare parts, repair services, field services and various commissioning activities. The following table presents the disaggregated revenues by segment, and within each segment, by geographical market based on the customer “shipped to” address, and by channel customers. Sales and usage-based taxes are excluded from revenues. See Note 9, “Segment Reporting,” for further discussion related to the Company’s segments. Years Ended December 31, 2025 2024 2023 Water Emerging Technologies Total Water Emerging Technologies Total Water Emerging Technologies Total (In thousands) Geographical market Middle East$ 68,084$ 92 $ 68,176$ 59,538$ 399$ 59,937$ 49,501$ 177$ 49,678 Africa 15,010 — 15,010 30,731 — 30,731 26,9360 — 26,936 Other 51,608 193 51,801 54,041 239 54,280 51,288 447 51,735 Total revenue $ 134,702$ 285$ 134,987$ 144,310$ 638$ 144,948$ 127,725$ 624$ 128,349 Channel Megaproject$ 82,885$ — $ 82,885$ 95,399$ — $ 95,399$ 83,665$ — $ 83,665 Original equipment manufacturer31,748 192 31,940 31,337 188 31,525 25,548 447 25,995 Aftermarket 20,069 93 20,162 17,574 450 18,024 18,512 177 18,689 Total revenue $ 134,702$ 285$ 134,987$ 144,310$ 638$ 144,948$ 127,725$ 624$ 128,349 Contract Assets Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company records unbilled receivables as contract assets, which are included in prepaid expenses and other assets on the Consolidated Balance Sheets. The following table presents the change in contract asset balances during the reported periods. 2025 2024 (In thousands)
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 62 Years Ended December 31,Contract assets balance, beginning of year $ 2,776$ 592 Transferred to trade receivables (2,776) (592) Additions to contract assets, excluding amounts transferred to trade receivables during the year1,647 2,776 Contract assets balance, end of year $ 1,647$ 2,776 Contract Liabilities The Company records contract liabilities, which consist of customer deposits and deferred revenue, when cash payments received in advance of the Company’s performance. The following table presents the change in contract liability balances during the repo periods. Years Ended December 31, 2025 2024 (In thousands) Contract liabilities, beginning of year $ 571$ 1,187 Revenue recognized (297) (1,085) Cash received, excluding amounts recognized as revenue during the year765 469 Contract liabilities, end of year $ 1,039$ 571 Remaining Performance Obligations As of December 31, 2025, the following table presents the revenue that is expected to be recognized related to performance obligations that are unsatisfied or partially unsatisfied. Period Remaining Performance Obligations (In thousands) 2026 10,374 2027 6,587 Total $ 16,961 Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 3 — Net Income Per Share Net income for the reported period is divided by the weighted average number of basic and diluted common shares outstan during the reported period to calculate the basic and diluted net income per share, respectively. Outstanding stock options to purchase common shares, unvested RSUs, and unvested performance restricted stock units (“PRSUs”) are collectively referred to as “equity aw • Basic net income per share is computed using the weighted average number of common shares outstanding during the pe. • Diluted net income per share is computed using the weighted average number of common and potentially dilutive shares outstanding during the period, using the treasury stock method. Any anti-dilutive effect of equity awards outstanding is included in the computation of diluted net income per share. The following table presents the computation of basic and diluted net income per share.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 63 Years Ended December 31,2025 2024 2023 (In thousands, except per share amounts) Numerator Net income $ 22,962$ 23,050$ 21,504 Denominator (weighted average shares) Basic common shares outstanding 53,802 57,213 56,444 Stock options 189 380 1,051 RSUs 167 229 245 Diluted common shares outstanding 54,158 57,822 57,740 Net income per share Basic $ 0.43$ 0.40$ 0.38 Diluted $ 0.42$ 0.40$ 0.37 The following table presents the equity awards that are excluded from diluted net income per share because (i) their effect would have been anti-dilutive, or (ii) the equity awards were contingent upon conditions for issuance which were not satisfied as of December 31, 2025. See Note 12, “Stock-based Compensation” for additional information. Years Ended December 31, 2025 2024 2023 (In thousands) Anti-dilutive equity award shares 1,285 1,054 399 Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 4 — Other Financial Information Cash, Cash Equivalents and Restricted Cash The Consolidated Statements of Cash Flows explain the changes in the total of cash, cash equivalents and restricted cash cash amounts deposited in restricted cash accounts in connection with the Company’s credit cards. The following table presents a reconciliation of cash, cash equivalents and restricted cash, reported for each period within the Consolidated Balance Sheets and the Consolidated Statements of Cash Flows that sum to the total of such amounts. December 31, 2025 2024 2023 (In thousands) Cash and cash equivalents $ 48,076$ 29,627$ 68,098 Restricted cash, non-current (included in other assets, non-current)— 130 127 Total cash, cash equivalents and restricted cash $ 48,076$ 29,757$ 68,225 Allowance for Doubtful Accounts The following table presents the allowance for doubtful accounts activities.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 64 Years Ended December 31,2025 2024 2023 (In thousands) Balance, beginning of year $ 221$ 138$ 148 Changes to reserves (1) 114 206 73 Collection of specific reserves and uncollectible accounts written off, net of recoveries— (123) (83) Balance, end of year $ 335$ 221$ 138 (1) General and specific reserves charged to expense. Inventories, net December 31, 2025 2024 (In thousands) Raw materials $ 8,289$ 8,829 Work in process 6,270 6,417 Finished goods 10,768 10,463 Inventories, gross 25,327 25,709 Valuation adjustments for excess and obsolete inventory (1,067) (803) Inventories, net $ 24,260$ 24,906 Property and Equipment Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 2024 (In thousands) Machinery and equipment $ 29,688$ 29,718 Leasehold improvements 19,797 19,419 Software 1,895 1,895 Office equipment, furniture, and fixtures 3,009 2,930 Automobiles 416 417 Construction in progress 215 139 Total property and equipment 55,020 54,518 Less: Accumulated depreciation and amortization (42,086) (39,094) Total property and equipment, net $ 12,934$ 15,424 Years Ended December 31, 2025 2024 2023 (In thousands) Depreciation and amortization expense $ 3,759$ 4,046$ 4,102 Goodwill Goodwill is tested for impairment annually in the third quarter of the Company’s fiscal year or more frequently if indicators impairment exist. The Company monitors the industries in which it operates and reviews its business performance for indicators o impairment. The recoverability of goodwill is measured at the reporting unit level, which represents the operating segment. The amount of goodwill as of December 31, 2025 and 2024 was $12.8 million.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 65 On July 1, 2025, the Company estimated the fair value of its reporting units using the discounted cash flow approach and m approach. The forecast of future cash flows, which is based on the Company’s best estimate of future net sales and operating e based primarily on expected category expansion, pricing, market segment, and general economic conditions. The Company inc other significant inputs to its fair value calculations, including discount rate and market multiples, to reflect current market condit As a result, the analysis performed indicated that the fair value of each reporting unit, that is allocated goodwill, significantly exceeds value, and therefore, no impairment charges were recorded. Accrued Expenses and Other Liabilities December 31, 2025 2024 (In thousands) Accrued expenses and other liabilities, current Payroll, benefits, incentives and commissions payable $ 6,683$ 10,179 Warranty reserve 205 1,090 Restructuring accrual — 2,476 Income taxes payable 2,401 947 Other accrued expenses and other liabilities 2,381 3,036 Total accrued expenses and other liabilities 11,670 17,728 Other liabilities, non-current 1,070 57 Total accrued expenses, and current and non-current other liabilities$ 12,740$ 17,785 Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Restructuring During the fourth quarter of fiscal year 2024, the Company implemented a restructuring plan which included reductions primarily within the G&A function, in order to lower the Company’s operating cost structure, and to position the Company for profitable growth. The Company recorded a restructuring charge of approximately $2.8 million in total, of which $0.3 million was recorded during the year ended December 31, 2025. The total restructuring charge recorded relates to severance and benefits, including reemployment assistance, for 38 terminated employees, which was approximately 15% of the Company’s workforce. The restructuring plan was complete as of December 31, 2025. All expenses associated with the Company’s restructuring plan are included in “Restructuring charges” in the Consolidated Statements of Operations. Segment Corporate Total Expense Water Emerging Technology (In thousands) Amount recognized in 2024 1,147 832 497 2,476 Amount recognized in 2025 105 47 161 313 Total restructuring expenses recognized $ 1,252$ 879$ 658$ 2,789 The following table presents the change in the Company’s restructuring accrual balances during the year ended December 31, 2025: Severance and Benefits (In thousands) Balance, as of December 31, 2024 $ 2,476 Restructuring provision, net of adjustments 313 Cash paid (2,789) Balance, as of December 31, 2025 $ — Accumulated Other Comprehensive (Loss) Income There were no reclassifications of amounts out of accumulated other comprehensive (loss) income for the years ended December 31, 2025 and 2024, as there have been no sales of securities or translation adjustments that impacted other comprehensive income (loss) during these periods. For the year ended December 31, 2023, there was $3.0 million of securities sold and the reclassification to other
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 66 comprehensive income (loss) was immaterial. The tax impact of the changes in accumulated other comprehensive (loss) income for the years ended December 31, 2025, 2024 and 2023, was not material. Advertising Expense Advertising expense is charged to operations during the year in which it is incurred. Total advertising expense was not material for the years ended December 31, 2025, 2024 and 2023. Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 5 — Investments and Fair Value Measurements Available-for-Sale Investments The classification of available-for-sale investments on the Consolidated Balance Sheets and definition of each of these classifications are presented in Note 1, “Description of Business and Significant Accounting Policies - Significant Accounting Policies,” subsections “Cash and Cash Equivalents” and “Short-term and Long-term Investments.” Expected maturities can differ from contractual maturities because borrowers may have the right to prepay obligations wit prepayment penalties. The Company generally holds available-for-sale investments until maturity; however, from time-to-time, t may elect to sell certain available-for-sale investments prior to contractual maturity. Fair Value of Financial Instruments The Company follows the authoritative guidance for fair value measurements and disclosures that, among other things, de value, establishes a consistent framework for measuring fair value, and expands disclosure for each major asset and liability cat measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price that would be received t asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based m that should be determined based on assumptions that market participants would use in pricing an asset or liability. All of the Company’s financial assets and liabilities are remeasured and reported at fair value at each reporting period, and classified and disclosed in one of the following three pricing category levels: Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2—Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and Level 3—Unobservable inputs in which little or no market activity exists, thereby requiring an entity to develop its own assumptions that market participants would use in pricing. The following table presents the Company’s financial assets measured on a recurring basis by contractual maturity, includ category, amortized cost and fair value. Gross unrealized gains and losses were not material for the periods presented. As of December 31, 2025 and December 31, 2024, the Company had no financial liabilities and no Level 3 financial assets. Pricing Category Amortized Cost Fair Value Amortized Cost Fair Value (In thousands) Cash equivalents Money market securities Level 1$ 11,225$ 11,225$ 2,580$ 2,580 U.S. treasury securities Level 2 12,952 12,955 — — Total cash equivalents 24,177 24,180 2,580 2,580 Short-term investments U.S. treasury securities Level 2 13,618 13,640 20,303 20,345
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 67 December 31, 2025 December 31, 2024Corporate notes and bonds Level 2 13,505 13,533 27,995 28,047 Total short-term investments 27,123 27,173 48,298 48,392 Long-term investments U.S. treasury securities Level 2 1,959 1,971 999 1,000 Corporate notes and bonds Level 2 6,038 6,063 18,983 19,035 Municipal and agency notes and bonds Level 2 — — 1,799 1,797 Total long-term investments 7,997 8,034 21,781 21,832 Total short and long-term investments 35,120 35,207 70,079 70,224 Total $ 59,297$ 59,387$ 72,659$ 72,804 Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company monitors its investments for impairment. It was determined that unrealized gains and losses included in accumulated other comprehensive (loss) income at December 31, 2025 and 2024, were temporary in nature, because the changes in market value for these securities resulted from fluctuating interest rates, rather than a deterioration of the credit worthiness of the issuer Gross unrealized losses on the available-for-sale securities that have been in a continuous unrealized loss position were not ma December 31, 2025 and 2024. Sales of Available-for-Sale Investments The following table presents the sales of available-for-sale investments. Years Ended December 31, 2025 2024 2023 (In thousands) Corporate notes and bonds $ — $ — $ 2,966 Realized losses on sales of securities were immaterial during the year ended December 31, 2023.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 68 Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 6 — Lines of Credit Credit Agreement The Company entered into a credit agreement with JPMorgan Chase Bank, N.A. (“JPMC”) on December 22, 2021 (“Credit Agreement”). The Credit Agreement, which will expire on December 21, 2026, provides a committed revolving credit line of $50.0 million. In January 2026, the Company amended the Credit Agreement with JPMC to extend the termination date from December 21, 2026 to January 21, 2031. See Note 13, "Subsequent Events," for further information. The Credit Agreement requires the Company to comply with various covenants, including among other things, financial covenants to 1) maintain a leverage ratio of consolidated net debt to adjusted before income taxes, depreciation and amortization (“adjusted EBITDA”), not to exceed 3.0 to 1; and 2) limit annual capital expenditures. The Credit Agreement allows the Company to, among other things, make distributions to shareholders, repurchase its stock, incur o or liens, or acquire or dispose of assets provided that the Company complies with certain requirements and limitations set forth iCredit Agreement. The unused portion of the credit line is subject to a fee equal to 0.20% per annum multiplied by the amount of such unused portion. On July 15, 2022, the Company and JPMC agreed to a modification of the Credit Agreement (“First Amendment”) to change the indicated reference rate from the London Interbank Offered Rate (also referred to as “LIBOR”) to the Secured Overnight Financing Rate (also referred to as “SOFR”). Changes in the Credit Agreement reference rate to SOFR did not materially change the provisions defined in the original Credit Agreement nor did this change materially affect the Company’s financial statements. During September 2023, the Company and JPMC amended the Credit Agreement (the “Second Amendment”) to only increase the maximum allowable letters of credit (“LCs”) credit line component from $25.0 million to $30.0 million. No other components or features under the Credit Agreement (including the First Amendment dated July 15, 2022) were amended. As of December 31, 2025, the Company was in compliance with all covenants under the Credit Agreement. Revolving Loans Revolving loans under the Credit Agreement may be in the form of 1) a base rate loan that bears interest equal to (a) the greater the Wall Street Journal prime rate and (b) the sum of (i) one-month reserve adjusted SOFR and (ii) 2.50%, plus an applicable margin of 0.25% or 0.50%, subject to the Company’s total leverage ratio, or 2) a Eurodollar loan that bears interest equal to the sum of the re adjusted SOFR rate for an interest period elected by the Company, plus an applicable margin of 1.25% or 1.50%, based upon the Company’s total leverage ratio. The Company may request loans up to the lower of a maximum exposure of $50.0 million or the amounts of unused credit under the Credit Agreement. The unused portion of the credit facility is subject to a facility fee in an amount equal to 0.20% per annum of the average unused portion of the revolving line. At the election of the lender following an event of default, the loans shall bea aforementioned interest rate plus an additional 2%. As of December 31, 2025, there were no revolving loans outstanding under the Credit Agreement. Letters of Credit Under the Credit Agreement, the Company is allowed to request LCs up to the lower of a maximum exposure of $30.0 million or the amounts of unused credit under the Credit Agreement. The Credit Agreement does not require any cash collateral when LCs are issued; however, at the election of the lender following a default, the lender may require the Company to deposit cash in an amount equ103% of the LCs exposure. LCs are subject to customary fees and expenses for issuance or renewal, and all disbursements are subject to t interest rate provision as noted directly above under Revolving Loans. LCs are limited to a term of one year, unless extended. Under the LCs component, the Company utilized $20.4 million of the maximum allowable credit line of $30.0 million, which includes newly issued LCs, and previously issued and unexpired stand-by letters of credits (“SBLCs”) and certain non-expired commitments under the Com previous Loan and Pledge Agreement with Citibank, N.A. which are guaranteed under the Credit Agreement. These LCs had a weighted average remaining life of approximately 19 months. As of December 31, 2025 and 2024, the Company had $20.4 million and $15.7 million outstanding LCs and SBLCs issued by the Company to its customers related to product warranty and performance guarantees.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 69 Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 70 Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 7 — Commitments and Contingencies Operating Lease Obligations The Company leases office, warehouse and manufacturing facilities under operating leases in San Leandro, CA, Tracy, CA TX that expire on various dates through fiscal year 2030. The following table presents a summary of operating lease, right of use assets a lease liabilities. The following table presents certain facts regarding the Company’s material property leases. Location Purpose Square Footage Expiration (1) Option to Extend (2) San Leandro, CaliforniaHeadquarters, R&D and manufacturing 171,000December-20281 / 5 years Tracy, California Manufacturing and warehouse 54,429April-2030 1 / 5 years Katy, Texas Sublease 221,220December-20292 / 5 years (1) Month-Year of original lease expiration.(2) Number of renewal option(s) / Number of year(s) per renewal option. Sublease On March 10, 2025, the Company entered into an agreement to sublease its Katy, Texas operating lease. The sublease comm on March 10, 2025 and will expire on December 31, 2029. The sublease is classified as an operating lease and has a remaining lease ter of 4.0 years as of December 31, 2025. Sublease income was immaterial during the year ended December 31, 2025 and is recorded as a reduction of lease expense in general and administrative within the Company’s Consolidated Statements of Operations. The Company considered the sublease to be an indicator of impairment of the original lease. The Company compared the undiscounted cash flows from the sublease to the carrying value of the Katy, Texas operating lease, which included the associat use asset and leasehold improvements. The Company concluded that the carrying value was not recoverable as it exceeded the undiscounted cash flows. The Company calculated the impairment charge by comparing the carrying value of the Katy, Texas operating lease to its which was calculated based on the net discounted cash flows associated with the sublease. The Company recorded a total impa charge of $0.4 million during the year ended December 31, 2025, of which $0.2 million and $0.2 million was recorded against the right-of-use asset and the associated leasehold improvements, respectively. The allocation of the impairment charge was based on the relat value of the assets. The impairment charge was recorded in general and administrative within the Company’s Consolidated Statements of Operations. The following table presents operating lease activities related to all leased properties. Years Ended December 31, 2025 2024 2023 (In thousands) Operating lease expense $ 2,643$ 2,571$ 2,571 Cash payments 2,759 2,812 2,580 The following table presents other information related to outstanding operating leases as of December 31, 2025. Weighted average remaining lease term 3.5 years Weighted average discount rate 7.0% Table of Contents ENERGY RECOVERY, INC.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 71 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2025, the following table presents the minimum lease payments by year under noncancelable operating le exclusive of execution costs. Year Lease Liabilities (In thousands) 2026 $ 3,016 2027 3,107 2028 3,201 2029 1,070 2030 211 2031 and thereafter — Total future minimum lease payments 10,605 Less imputed lease interest (1,176) Total lease liabilities $ 9,429 Warranty The following table presents the changes in the Company’s accrued product warranty reserve. Years Ended December 31, 2025 2024 2023 (In thousands) Warranty reserve balance, beginning of year $ 1,090$ 1,057$ 968 Warranty costs charged to cost of revenue 370 490 515 Utilization charges against reserve (160) (251) (92) Release of accrual related to expired warranties (1,095) (206) (334) Warranty reserve balance, end of year $ 205$ 1,090$ 1,057 Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Guarantees The Company enters into indemnification provisions under its agreements with other companies in the ordinary course of typically with its customers. Under these provisions, the Company generally indemnifies and holds harmless the indemnified pa suffered or incurred by the indemnified party as a result of the Company’s activities, generally limited to personal injury and prop
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 72 caused by the Company’s employees at a customer’s plant, and in proportion to the employee’s percentage of fault for the accid Damages incurred for these indemnifications would be covered by the Company’s general liability insurance to the extent provid policy limitations. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnificat agreements. As a result, the estimated valuation of the potential liability arising from these agreements is not material. Accordin Company recorded no liabilities for these agreements as of December 31, 2025 and 2024. In certain cases, the Company issues product warranty and performance guarantees to its customers for amounts generally equal to 10% or less of the total sales agreement to endorse the execution of product delivery and to the warranty of design work, fabrica operating performance of the Company’s devices. These guarantees are generally LCs that have a weighted average life at inception of 36 months. See Note 6, “Lines of Credit – Letters of Credit,” for information related to LCs. Litigation From time-to-time, the Company has been named in and subject to various proceedings and claims in connection with its The Company may in the future become involved in litigation in the ordinary course of business, including litigation that could be its business. The Company considers all claims, if any, on a quarterly basis and, based on known facts, assesses whether potent are considered reasonably possible, probable and estimable. Based upon this assessment, the Company then evaluates disclo requirements and whether to accrue for such claims in its consolidated financial statements. The Company records a provision when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provis reviewed at least quarterly and are adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel a information and events pertaining to a particular case. As of December 31, 2025, the Company was not involved in any lawsuits, legal proceedings or claims that would have a material effect on the Company’s financial position, results of operations, or cash flows there were no material losses which were probable or reasonably estimable and accordingly, the Company did not record a provision for litigation as of December 31, 2025 and 2024. Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 8 — Income Taxes The following table presents the Company’s U.S. and foreign components of consolidated income before income taxes and the provision for income taxes. 2025 2024 2023 (In thousands) Income before income taxes: U.S. $ 27,423$ 25,608$ 22,592 Foreign 172 127 113 Total income before income taxes $ 27,595$ 25,735$ 22,705
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 73 Years Ended December 31,Current tax provision: Federal $ 2,692$ 1,266$ 1,268 State 17 24 13 Foreign 156 106 51 Current tax provision 2,865 1,396 1,332 Deferred tax provision (benefit): Federal 1,547 1,619 (262) State 221 (330) 131 Total deferred tax provision (benefit) 1,768 1,289 (131) Total provision for income taxes $ 4,633$ 2,685$ 1,201 Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As discussed in Note 1, “Description of Business and Significant Accounting Policies”, the Company has elected to prospectively adopt the guidance in ASU 2023-09. The following table presents a reconciliation of income taxes computed at the statutory federal in tax rate to the effective tax rate implied by the accompanying Consolidated Statements of Operations for the year ended December 31, 2025 in accordance with ASU 2023-09. U.S. federal taxes at statutory rate $ 5,795 21% State and local income tax, net of federal benefit1 243 1 Foreign rate differential 57 — Effect of cross-border tax laws Foreign derived intangible income (1,853) (7) Tax credits Research & development tax credits (331) (1) Changes in Valuation Allowances Nontaxable or Nondeductible Items Stock-based compensation shortfalls 275 1 Non-deductible compensation 334 1 Other 114 1 Changes in unrecognized tax benefits (4) —
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 74 Amount PercentOther 3 — Provision for income taxes and effective tax rate $ 4,633 17% 1California makes up the majority of state tax expense in this category. The following table presents a reconciliation of income taxes computed at the statutory federal income tax rate to the eff rate implied by the accompanying Consolidated Statements of Operations for the years ended December 31, 2024 and Decemb in accordance with the guidance before the adoption of ASU 2023-09. Years Ended December 31, 2024 2023 U.S. federal taxes at statutory rate 21% 21% Stock-based compensation 2 (1) Non-deductible expenses 1 1 Research and Development Tax Credits (4) (6) Valuation allowance (2) — Foreign derived intangible income (8) (10) Effective tax rate 10% 5% Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the components of the Company’s net deferred tax asset, which is presented in other assets, non-current on the Consolidated Balance Sheets. December 31, 2025 2024 (In thousands) Deferred tax assets: Net operating loss carry forwards $ 496$ 496 Amortization of research and experimental expenditures 8,065 7,649 Accruals and reserves 3,314 4,549 Operating lease liabilities 2,067 2,474 Research and development, and foreign tax credit carry forwards 4,954 4,908 Total deferred tax assets 18,896 20,076 Valuation allowance (4,740) (4,425) Total deferred tax assets, net of valuation allowance 14,156 15,651 Deferred tax liabilities: Depreciation on property and equipment (1,652) (2,116) Right of use asset (1,679) (2,110) Other (62) (25) Goodwill (2,496) (2,396) Total deferred tax liabilities (5,889) (6,647) Net deferred tax asset $ 8,267$ 9,004 Valuation Allowance
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 75 The following table presents the valuation allowance activities. Years Ended December 31, 2025 2024 2023 (In thousands) Balance, beginning of year $ 4,425$ 4,600$ 4,185 Changes to valuation allowance 315 (175) 415 Balance, end of year $ 4,740$ 4,425$ 4,600 In asserting the recoverability of deferred tax assets, the Company considers whether it is more likely than not that the ass realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the p which those temporary differences become deductible. The Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be to use the existing deferred tax assets. In making such a determination, the Company considers all available positive and nega including recent results of operations, scheduled reversals of deferred tax liabilities, projected future income, tax law updates, an tax planning strategies. A significant piece of objective positive evidence evaluated was the cumulative profit incurred in the U.S On the basis of this evaluation, as of December 31, 2025, the Company continues to maintain a valuation allowance on its Californi research and development (“R&D”) credit carryovers of $4.7 million. In tax year 2024 California amended its tax laws to suspend the use o net operating loss carryovers of amounts over $1.0 million for the 2024 to 2026 tax years. As a result of this amendment, the Company recognized a deferred tax asset of California R&D credit carryovers of $0.2 million as of December 31, 2025. The Company will maintain a valuation allowance on its remaining California R&D credit carryovers because it is more likely than not that the Company will continue to annually generate more California R&D tax credits than it utilizes, resulting in no net reduction of credits. Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted by the U.S. federal government. The OBBB significantly modified the income tax treatment of research and development costs, allows companies to elect 100% bonus deprecation on q property as well as various aspects of foreign income, in each case as follows: 1) Research and Development Costs - The OBBB allows U.S. companies to elect to accelerate the deduction of the 2022 to 202 capitalized domestic R&D costs or continue to amortize these capitalized R&D costs over the remaining tax lives. The Company to continue to amortize the capitalized domestic R&D costs over the remaining lives. In addition, the OBBB allows companies to versus capitalize domestic R&D costs for tax purposes beginning with the 2025 year. Alternatively, companies can elect to cont capitalize domestic R&D costs. The Company will elect to continue to capitalize and amortize domestic R&D costs for U.S. fede tax purposes. 2) Bonus Depreciation – The OBBB allows U.S. companies to elect 100% bonus deprecation on qualified property acquired and service after January 19, 2025. This allows the Company to accelerate tax depreciation on qualified property. 3) Foreign Income and Global Intangible Low Taxed Income (“GILTI”) – The IRC Section 250 deduction on GILTI income was re 50% to 40% for tax years beginning after December 31, 2025. In addition, the qualified business asset investment exemption w It is expected that this law change will have an immaterial impact to the Company. 4) Foreign Income and Foreign Derived Deduction Eligible Income (“FDDEI” (formerly Foreign Derived Intangible Income (“FDII” deduction was reduced from 37.5% of eligible income to 33.34% of eligible income for tax years beginning after December 31, 2 addition, the 10% qualified business asset investment reduction has been eliminated for tax years beginning after December 31 expect that these changes will nominally raise the Company’s effective tax rate in future years. The Company continues to assert that the accumulated foreign earnings of its subsidiaries in Spain and Canada are perm reinvested. Due to the U.S. Tax Cuts and Jobs Act (“Tax Act”) enacted in 2017, any future repatriation of the earnings of its subsidiar Spain and Canada would not be subject to U.S. federal income tax. The Company has estimated that the foreign withholding taxes and U.S. state income taxes related to a potential future repatriation of these earnings would be immaterial. The Company has evaluated the global intangible low taxed income (“GILTI”) and has concluded that the impact to the Company is immaterial. The following table presents the Company’s California net operating loss carryforward. Earliest Expiration Year December 31, 2025 2024 (In thousands) California 2034 $ 6,822$ 6,822
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 76 Utilization of the California net operating loss carryforward may be subject to a substantial annual limitation due to the own change limitations provided by the California Revenue and Taxation Code which could result in the expiration of the net operatin carryforward before utilization. As of December 31, 2025, there are no ownership change limits on the utilization of the California net operating loss carryforward. The following table presents the Company’s R&D credit by taxing authority, minimum tax credit and foreign tax credit carry Earliest Expiration Year December 31, 2025 2024 (In thousands) California No Expiration Date 6,271 6,098 Utilization of the credit carryforwards may be subject to a substantial annual limitation due to the ownership change limitat provided by the U.S. Internal Revenue Code (“IRC”) and similar California provisions. As of December 31, 2025, there are no ownership change limits on the utilization of these net tax credit carryforwards. Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the net cash paid by the Company for income taxes during the year ended December 31, 2025. December 31, 2025 (In thousands) Domestic Federal $ 1,250 States 8 Foreign Spain 79 China 51 Other 10 Total cash paid for taxes, net of refunds $ 1,398 Accounting for uncertain tax positions is based on judgment regarding the largest amount that is greater than 50% likely o realized upon the ultimate settlement with a taxing authority. The following table presents the aggregate changes in the balance of the gro unrecognized tax benefits. Years Ended December 31, 2025 2024 2023 (In thousands) Gross unrecognized tax benefits, beginning of year $ 1,862$ 1,705$ 1,505 Additions: Current year tax position 87 170 184 Prior year tax position 6 — 16 Reductions: Settlement (136) — — Prior year tax position (9) (13) — Gross unrecognized tax benefits, end of year $ 1,810$ 1,862$ 1,705 As of December 31, 2025, the Company had unrecognized tax benefits of $1.8 million, of which $1.0 million, if recognized, would affect the Company’s effective tax rate. The Company adopted the accounting policy that interest and penalties are classified as part of its income taxes. As of December 31, 2025, there was no accrued interest or penalties associated with any unrecognized tax benefits. There are currently no examinations for U. S federal, state taxing authorities, and foreign tax authorities. The previously disclosed tax examination has been concluded with no material impact to the consolidated financial statements. The Company believes that, December 31, 2025, the gross unrecognized tax benefits will not materially change in the next twelve months. The Company believ has adequately provided for any reasonably foreseeable outcomes related to any tax audits and that any settlement will not hav
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 77 adverse effect on the consolidated financial position or results of operations. However, there can be no assurances as to the pos outcomes. The Organisation for Economic Cooperation and Development (“OECD”) developed Model Global Anti-Base Erosion (“GloBE”) rules (commonly referred to as Pillar II) establishing a Global Minimum Tax to ensure multinational enterprises with consolidated revenue o than €750.0 million pay at least an effective tax rate of 15% on income arising in each jurisdiction in which they operate. Given the Compa does not meet the minimum threshold, there is no impact to our tax provision for fiscal year 2025. The Company will continue to evaluate the impact of these tax law changes in future reporting periods. Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 9 — Segment Reporting The Company’s Chief Operating Decision-Maker (“CODM”) is its President and Chief Executive Officer. The Company continues to monitor and review its segment reporting structure in accordance with authoritative guidance to determine whether any changes ha occurred that would impact its reportable segments. Segment Definition Income and type of expense activities that are included in the Water and Emerging Technologies segments and corporate operating expenses are as follows: Water segment: The continued development, sales and support of the PX, hydraulic turbochargers and pumps used in seawater desalination and wastewater treatment activities. Emerging Technologies segment: The continued development, sales and support of activities related to emerging technologies, such as the PX G1300 used in industrial and commercial refrigeration applications. Corporate operating expenses: The corporate expenses include certain unallocated expenses outside of the operating segments, such as audit and accounting services, legal services, board of director fees and expenses, human resources activities, information systems activities and other separately managed general expenses not related to the identified segments. Segment Financial Information The CODM allocates resources to, and assesses the performance of, each operating segment using information about its and operating income. The CODM reviews consolidated reports and analysis at the levels presented in the following tables. In add operating income (loss) for each segment excludes other income, other expenses, and corporate operating expenses that are not included when the CODM assesses the performance of the operating segments, such as income taxes and other separately managed expenses not attributed to the operating segments. Assets and liabilities are reviewed at the consolidated level by the CODM and are not attributed segments.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 78 Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents a summary of the Company’s financial information by segment, including significant segment expe and corporate operating expenses. Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Water Emerging Technologies Corporate Total Water Emerging Technologies Corporate Total Water Emerging Technologies Corporate Total (In thousands) Revenue $134,702 $ 285 $ — $134,987$144,310$ 638 $ — $144,948$127,725$ 624 $ — $128,349 Cost of revenue 46,923 133 — 47,056 47,389 626 — 48,015 40,290 980 — 41,270 Gross profit (loss) 87,779 152 — 87,931 96,921 12 — 96,933 87,435 (356) — 87,079 Operating expenses General and administrative 5,686 2,350 21,733 29,769 8,127 3,821 21,126 33,074 7,751 3,927 17,186 28,864 Sales and marketing 13,664 5,449 1,813 20,926 15,683 7,340 2,400 25,423 13,691 6,053 2,420 22,164 Research and development 6,344 6,690 — 13,034 4,523 11,713 — 16,236 4,251 12,750 — 17,001 Restructuring charges 105 47 161 313 1,147 832 497 2,476 — — — — Total operating expenses 25,799 14,536 23,707 64,042 29,480 23,706 24,023 77,209 25,693 22,730 19,606 68,029 Operating income (loss) $ 61,980 $(14,384)$(23,707)$ 23,889 $ 67,441 $(23,694)$(24,023)$ 19,724 $ 61,742 $(23,086)$(19,606)$ 19,050 The following table presents a summary of the Company’s depreciation and amortization by segment and corporate operating expenses. Years Ended December 31, 2025 2024 2023 (In thousands) Water $ 2,788$ 2,875$ 2,779 Emerging Technologies 310 478 521 Corporate 662 693 802 Total depreciation and amortization $ 3,760$ 4,046$ 4,102
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 79 Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 80 Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 10 — Concentrations Revenue by Geographic Location and Country The following table presents the Company’s product revenue by geographic locations. The geographic information includes product revenue from the Company’s domestic and international customers based on the customers’ requested delivery locations, excep cases in which the customer directed the Company to deliver its products to a location that differs from the known ultimate locatof use. In such cases, the ultimate location of use rather than the delivery location is reflected in the table. Years Ended December 31, 2025 2024 2023 Revenue by geographic location: United States 2% 1% 2% International 98% 99% 98% Total revenue 100% 100% 100% Product revenue by country:(1) Saudi Arabia 28% 15% 15% Qatar 12% ** ** United Arab Emirates ** 21% 10% Morocco ** 19% ** India ** 11% ** Algeria ** ** 18% China ** ** 15% Others(2) 60% 34% 42% Total 100% 100% 100% ** Zero or less than 10%.(1) Countries representing more than 10% of product revenues for the periods presented.(2) Countries in the aggregate, individually representing less than 10% of product revenues for the periods presented. Customer Revenue Concentration The following table presents the customers that account for 10% or more of the Company’s revenue and their related segment for each of the periods presented. Although certain customers might account for greater than 10% of the Company’s revenue at any one point in time, the concentration of revenue between a limited number of customers shifts regularly, depending on when revenue is recognized percentages by customer reflect specific relationships or contracts that would concentrate revenue for the periods presented and do not indicate a trend specific to any one customer. Years Ended December 31, Segment 2025 2024 2023 Customer A Water 14% ** ** Customer B Water 12% 13% ** Customer C Water ** 11% ** Customer D Water ** ** 13% ** Zero or less than 10%. Long-lived Assets All of the Company’s long-lived assets were located in the United States at December 31, 2025 and 2024. Table of Contents ENERGY RECOVERY, INC.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 81 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Major Supply Vendors The following table presents the major supply vendors accounting for 10% or more of the Company’s consolidated supply and manufacturing costs purchases. Years Ended December 31, 2025 2024 2023 Vendor A 13% 20% 19% Vendor B 13% ** ** Vendor C ** 22% 21% Vendor D ** ** 13% ** Zero or less than 10%. Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 11 — Stockholders’ Equity Preferred Stock
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 82 The Company has the authority to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share. The Board of Directors (the “Board”) has the authority, without action by the Company’s stockholders, to designate and issue shares of preferred one or more series. The Board is also authorized to designate the rights, preferences, and voting powers of each series of preferred any or all of which may be greater than the rights of the common stock including restrictions of dividends on the common stock, voting power of the common stock, reduction of the liquidation rights of the common stock, and delaying or preventing a change the Company without further action by the Company’s stockholders. To date, the Board has not designated any rights, preferences, or powers of any preferred stock, and as of December 31, 2025 and 2024, no shares of preferred stock were issued or outstanding. Common Stock The Company has the authority to issue 200,000,000 shares of common stock with a par value of $0.001 per share. Subject to the preferred rights of the holders of shares of any class or series of preferred stock as provided by the Board with respect to any such class or series of preferred stock, the holders of the common stock shall be entitled to receive dividends, as and when declared by the Board. In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, after the distribution or pay holders of shares of any class or series of preferred stock as provided by the Board with respect to any such class or series of preferred stock, the remaining assets of the Company available for distribution to stockholders shall be distributed among and paid to the common stock ratably in proportion to the number of shares of common stock held by them. Share Repurchase Programs The Company’s Board, from time-to-time, has authorized share repurchase programs under which the Company may, at the discretion of management, repurchase its outstanding common stock in the open market, or in privately negotiated transactions compliance with applicable state and federal securities laws. The timing and amounts of any purchase under the Company’s sh repurchase programs is based on market conditions and other factors including price, regulatory requirements, and capital avail Company accounts for stock repurchases under these programs using the cost method. As of December 31, 2025, the Company has repurchased 13,967,259 shares of its common stock at an aggregate cost of $166.1 million under all share repurchase programs. November 2024 Authorization On November 18, 2024, the Company announced that the Board authorized a share repurchase program under which the Co may repurchase its outstanding common stock, at the discretion of management, up to $50.0 million in aggregate cost, which included both the share value of the acquired common stock and the fees charged in connection with acquiring the common stock (the “November 2024 Authorization”). On December 11, 2024, the Company concluded all share repurchases under the November 2024 Authorization. Under the November 2024 Authorization, the Company repurchased 3,248,533 shares at an aggregate cost of $50.0 million. February 2025 Authorization On February 26, 2025, the Company announced that the Board authorized a share repurchase program under which the Com may repurchase its outstanding common stock, at the discretion of management, for up to $30.0 million in aggregate cost, which includes both the share value of the acquired common stock and the fees charged in connection with acquiring the common stock (the “February 2025 Authorization”). The February 2025 Authorization will expire in February 2026. Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the share repurchase activities under the February 2025 Authorization as of December 31, 2025. Number of Shares Purchased Average Price Paid per Share(1) Plan Activity (In millions) February 2025 Authorization $ 30.0 Repurchases under February 2025 Authorization 2,183,648 $13.72 (30.0) Remaining amount under February 2025 Authorization $ — (1) Excluding commissions The Company completed all purchases under the February 2025 Authorization in August 2025.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 83 August 2025 Authorization On August 6, 2025, the Board announced a share repurchase program under which the Company may repurchase its out common stock, at the discretion of management, for up to $25.0 million in aggregate cost, which includes both the share value of the acquired common stock and the fees charged in connection with acquiring the common stock (the “August 2025 Authorization”). The August 2025 Authorization will expire in May 2026. The Company began to purchase under the August 2025 Authorization in August 2025. The following table presents the share repurchase activities under the August 2025 Authorization as of December 31, 2025. Number of Shares Purchased Average Price Paid per Share(1) Plan Activity (In millions) August 2025 Authorization 25.0 Repurchases under August 2025 Authorization 386,566 $14.52 (5.6) Remaining amount under August 2025 Authorization $ 19.4 (1) Excluding commissions Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 12 — Stock-based Compensation Stock Option Plans In July 2020, the stockholders approved the 2020 Incentive Plan (the “2020 Plan”), that permits the grant of stock options, restricted stock units (“RSUs”), stock appreciation rights (“SARS”), restricted stock, restricted stock awards (“RSAs”), performance restrict (“PRSUs”), performance shares, and other stock-based awards to employees, officers, directors, and consultants. Prior to the a 2020 Plan, the Company maintained the 2016 Incentive Plan and the Amended and Restated 2008 Equity Incentive Plan (hereinafter referred to as the “Predecessor Plans”). Subject to adjustments, as provided in the 2020 Plan, the number of shares of common stock initially authorized for issuance under the 2020 Plan was 5,894,727 shares (which consists of 4,500,000 new share awards plus 1,394,727 share awards that were authorized and unissued under the Predecessor Plans) plus up to 4,850,630 shares that were set aside for awards granted under the Predecessor Plans that are subsequently forfeited. The 2020 Plan supersedes all previously issued stock incentive plans (including the Predecessor Plans) and is currently the only available plan from which awards may be granted. The Company’s 2020 Plan and Predecessor Plans are hereinafter referred to as “Equity Incentive Plans.” Shares available for grant under the 2020 Plan at December 31, 2025 were 2,449,603 shares. There were no shares available for grant under the Predecessor Plans after July 15, 2020.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 84 Stock Options and Stock Appreciation Rights Employee stock options and SARS outstanding at December 31, 2025 and to be granted subsequently to December 31, 2025, generally vest over four years and expire no more than 10 years after the date of grant. Non-employee board of director grants generally vest one year after the date of grant or on the date of the annual stockholders’ meeting following the date of grant, whichever date first, and expire no more than 10 years after the date of grant. Restricted Stock Units RSUs outstanding at, and to be awarded subsequently after, December 31, 2025, generally vest 25% annually over the four years from date of grant and are dependent upon continued employment. Non-employee board of director grants generally vest one year after the date of grant or on the date of the annual stockholders’ meeting following the date of grant, whichever date occurs first. As RSUs vest, the units will be settled in shares of common stock. The units are valued based on the Company’s market price on the date of grant Performance Restricted Stock Units On January 23, 2025, the Compensation Committee of the Board adopted a new form of PRSU award agreement unde Equity Incentive Plan (the “2020 Plan”), to among other things, define the terms of the performance metrics and performance pe PRSUs. PRSUs outstanding as of December 31, 2025 generally vest over three years and are dependent upon continued employment and meeting certain cumulative revenue and cumulative adjusted EBITDA targets. Adjusted EBITDA is a non-GAAP financial measu Company defines as net income which excludes i) depreciation and amortization; ii) stock-based compensation; iii) executive transition costs; iv) restructuring charges; v) impairment of long-lived assets; vi) other income, net, such as interest income and other non-operating income (expense), net; and vii) provision for income taxes. As PRSUs vest, the units will be settled in shares of common stock. Depending on t results achieved during the performance period, the actual number of shares that a grantee will receive at the end of the perform may range from 0% to 300% of the target PRSUs granted, provided that the grantee is continuously employed by the Company throu vesting date. The units are valued based on the Company’s market price on the date of grant. As of December 31, 2025, no expense has been recognized in relation to the PRSUs as the performance conditions are not considered probable. Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fair Value Assumptions Stock Options and Stock Appreciation Rights The fair value of stock options and SARS granted to employees is based on the Black-Scholes option pricing model. To determine the inputs for the Black-Scholes option pricing model, the Company is required to develop several assumptions, which are highly subj The Company determines these inputs at grant date as follows: • Expected Term: ◦ Employees: Based on historical exercise data. ◦ Board: Based on the simplified method. ◦ SARS: Based on historical exercise data. Post-grant date expected term is based upon the remaining grant life at remeasurement date. • Expected Volatility: Based on the Company’s historical data and the corresponding expected term. • Risk-Free Interest Rate: Based on U.S. Treasury issues with terms similar to the expected term. • Dividend Yield: Based on an expected dividend yield of zero. The following table presents 1) assumptions used in the Black-Scholes option pricing model to determine the estimated grant date fair values of stock options and SARS granted to employees; and 2) options and SARS granted and weighted average grant date fa 2025 2024 2023 (Shares in thousands) Weighted average expected life (years) 4.2 4.0 9.1
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 85 Years Ended December 31,Weighted average expected volatility 50.5% 49.0% 60.4%Risk-free interest rate 3.50% – 4.13% 3.52% – 4.54% 3.87% – 3.87% Weighted average dividend yield —% —% —% Stock options and SARS granted 144 721 14 Weighted average grant date fair value $6.08 $6.36 $8.72 Restricted Stock Units The fair value of RSUs granted to employees is based on the Company’s common stock price on the date of grant. Performance Restricted Stock Units The fair value of PRSUs granted to employees is based on the Company’s common stock price on the date of grant as the targets utilized to determine the vesting of these awards are all based upon achieving certain performance metrics. Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Forfeitures The Company estimates forfeitures at the time of grant and revises those estimates periodically in subsequent periods if a forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records compensation expense only for those awards that are expected to vest. If the Company’s actual forfeiture rate is materially diffe estimate, the stock-based compensation expense could be significantly different from what the Company has recorded in the cu The following table presents the estimated weighted average forfeiture rates for all employees used in determining the exp stock-based compensation expense table above. Years Ended December 31, 2025 2024 2023 Stock options, SARS, RSUs and PRSUs 6.4% 6.3% 6.4% Stock-based Compensation Expense The following table presents the stock-based compensation expense related to the fair value measurement of awards granted employees by expense category and by type of award. All stock-based payment awards are amortized on a straight-line basis o requisite service periods of the awards. 2025 2024 2023 (In thousands) Stock-based compensation expense charged to: Cost of revenue $ 543$ 1,076$ 719 General and administrative 3,307 4,013 3,661 Sales and marketing 2,859 3,489 2,333 Research and development 1,010 1,744 1,325 Total stock-based compensation expense $ 7,719$ 10,322$ 8,038 Stock-based compensation expense by type of award: Stock options and SARS $ 1,502$ 2,334$ 1,985 RSUs 6,217 7,988 6,053
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 86 Years Ended December 31,Total stock-based compensation expense $ 7,719$ 10,322$ 8,038 Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock Option and Stock Appreciation Rights Activities The following table presents stock option and SARS activities under the Equity Incentive Plans. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value(1) (In thousands) (Per share) (In years) (In thousands) Balance, December 31, 2022 2,421$ 11.02 Granted 14 22.13 Exercised (511) 9.38 $ 5,619 Balance, December 31, 2023 1,924 11.54 Granted 721 15.02 Exercised (767) 9.26 5,260 Forfeited (270) 18.06 Balance, December 31, 2024 1,608 13.09 Granted 144 14.74 Exercised (269) 8.93 1,664 Forfeited (86) 15.49 Balance, December 31, 2025 1,397$ 13.91 6.5 $ 1,758 Vested and exercisable as of December 31, 2025 839$ 13.18 5.0 $ 1,671 Vested and exercisable as of December 31, 2025 and expected to vest thereafter1,345$ 13.87 6.4 $ 1,750 (1) The aggregate intrinsic value of an exercised option and SARS is calculated as the difference between the exercise price of the underlyin SARS and the fair value of the Company’s common stock at the time of exercise. The aggregate intrinsic value at December 31, 2025 is calculated as the difference between the exercise price of the underlying outstanding options and SARS and the fair value of the Company’s common s December 31, 2025 or the last trading day prior to December 31, 2025. Restricted Stock Unit Activities The following table presents RSU activities under the Equity Incentive Plans. (In thousands) (Per share) Balance, December 31, 2022 688$ 15.51 Awarded 546 23.97 Vested (294) 14.02
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 87 Number of Shares Weighted Average Grant Date Fair Value Forfeited (21) 19.91 Balance, December 31, 2023 919 20.91 Awarded 751 14.85 Vested (389) 18.79 Forfeited (281) 20.70 Balance, December 31, 2024 1,000 17.24 Awarded 707 14.48 Vested (367) 17.34 Forfeited (277) 16.55 Balance, December 31, 2025 1,063 15.56 Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Performance Restricted Stock Unit Activities The following table presents PRSU activities under the Equity Incentive Plans. Number of Shares Weighted Average Grant Date Fair Value (In thousands) (Per share) Balance, December 31, 2024 — $ — Awarded 305 14.69 Vested — — Forfeited (23) 15.05 Balance, December 31, 2025 281 14.66 Vested Equity Awards The following table presents the total grant date fair value of equity awards vested during the period. Years Ended December 31, 2025 2024 2023 (In thousands) Stock options and SARs $ 1,991$ 857$ 2,724 RSUs 6,365 7,298 4,112 PRSUs — — — Total grant date fair value of equity awards vested during the period$ 8,356$ 8,155$ 6,836 Unamortized Stock-Based Compensation Costs Stock-based compensation costs related to unvested equity awards will generally be amortized on a straight-line basis ov remaining average service period of each award. The following table presents the unamortized compensation costs and weighted average service period of all unvested outstanding awards as of December 31, 2025. Unamortized Compensation Costs Weighted Average Service Period (In thousands) (In years) Stock options and SARs $ 2,922 2.0 RSUs 10,079 1.3 PRSUs 3,158 2.0 Total unamortized compensation costs, net of adjusted forfeitures$ 16,159
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 88 Table of Contents ENERGY RECOVERY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 13 — Subsequent Events On January 21, 2026, the Company amended the Credit Agreement with JPMC to extend the termination date from December 2026 to January 2031. On February 25, 2026, the Company decided to wind down operations of the CO2 retail grocery business within its Emerging Technologies segment due to a fundamental change in the outlook of the business. Recent discussions with OEM and end user have made it increasingly evident that scaled adoption would require significant time, investment, and risk. The Company believ investment no longer meets capital allocation criteria and thus acted quickly in an effort to maximize shareholder value. The Company expects to substantially complete the wind down by the end of the first quarter of the fiscal year ended De 2026. The Company expects to incur approximately $4.5 million to $5.5 million in one-time costs associated with the wind down during the first quarter of 2026. One-time costs are expected to consist of $1.0 million to $2.0 million in cash severance as well as non-cash expenses, which are primarily related to a reserve against inventory, impairment of goodwill and other miscellaneous non-cash expenses.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 89 Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 90 Table of Contents Item 9 — Changes in and Disagreements with Accountants on Accounting and Financ Disclosure None. Item 9A — Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effec our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 “Exchange Act”) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, our Chief E Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective t information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summar reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is and communicated to management as appropriate to allow for timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and o Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective at the “reasonable level. Our management, including the Chief Executive Officer and Chief Financial Officer, believes that a control system, no ma designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and that no evalua controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detec Management’s Annual Report on Internal Control Over Financial Reporting and Attestation Report o Registered Public Accounting Firm Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over the Company’s financial repor Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commissio Internal Control — Integrated Framework (2013). Based on the assessment using those criteria, management concluded that, as of December 31, 2025, our internal control over financial reporting was effective. Registered Public Accounting Firm’s Report on Internal Control Over Financial Reporting The Company’s independent registered public accountants, Deloitte & Touche, LLP, audited the Consolidated Financial St included in this Annual Report on Form 10-K and have issued an audit report on the Company’s internal control over financial re report on the audit of internal control over financial reporting appears in Part II, Item 8, “Financial Statements and Supplementary Data,” in this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter th materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 91 Table of Contents Item 9B — Other Information 10b5-1 Plans As set forth below, during the three months ended December 31, 2025, two officers (within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) have adopted and no officers have terminated a Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K). There has been no non-Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation Name Title Date of Adoption or Termination (1) Status (2) Plan Type Rodney Clemente SVP, Water December 4, 2025Adoption Rule 10b5-1 trading arrangement Ram Ramanan Chief Technology OfficerDecember 5, 2025Adoption Rule 10b5-1 trading arrangement (1) Effective (a) date of adoption; or (b) date of termination, of registrant’s Rule 10b5-1 trading arrangement. (2) Activity related to registrant’s Rule 10b5-1 trading arrangement. Item 9C — Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. Table of Contents PART III Certain information required by Part III is omitted from this report because we will file with the SEC a definitive proxy state pursuant to Regulation 14A, or the 2026 Proxy Statement (“Proxy Statement”), no later than 120 days after the end of fiscal year 2025, and
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 92 certain information included therein is incorporated herein by reference. Item 10 — Directors, Executive Officers and Corporate Governance The information required by this Item is included in and incorporated by reference from the Proxy Statement. The information required by this Item regarding delinquent filers pursuant to Item 405 of Regulation S-K, if any, will be incl the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2026 Proxy Statement and is incorporated herein by reference. We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, executive officers and direc including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing functions. The Code of Business Conduct and Ethics is publicly available on our website at https://ir.energyrecovery.com/. This address is intended to be an inactive, textual reference only; none of the material on this website is part of this Annual Report. W promptly disclose on our website or in a Current Report on Form 8-K in the future (i) the date and nature of any amendment (oth technical, administrative or other non-substantive amendments) to the Code of Business Conduct and Ethics that applies to our executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, or ou and relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K and (ii) the nature of any including an implicit waiver, from a provision of the Code of Business Conduct and Ethics that is granted to one of these specifie that relates to one or more of the elements of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, the nam person who is granted the waiver and the date of the waiver. Insider Trading Policy We have adopted an Insider Trading Policy (the “Policy”), which outlines the trading policies and procedures governing the purchas sale, and other dispositions of the Company’s securities by directors, officers and employees that are reasonably designed to pr compliance with insider trading laws, rules and regulations, and Nasdaq listing standards applicable to the company. A copy of tPolicy is filed as an exhibit to this Annual Report on Form 10-K. The Policy prohibits all employees of the Company from using or pledging Energy Recovery’s securities as collateral in a m account. Unless expressly approved in advance by our Compliance Officer, no employee of the Company may enter into a loan pledges Energy Recovery’s securities as collateral. The Policy also prohibits the named executive officers and other officers of the Company from engaging at any time in hedg monetization transactions involving Energy Recovery’s securities, such as zero-cost collars and forward sale contracts, or from c Energy Recovery’s securities to exchange funds that could be interpreted as having the effect of hedging in Energy Recovery’s other employees of the Company are strongly discouraged from engaging in hedging activities. Item 11 — Executive Compensation The information required by this Item is included in and incorporated by reference from the Proxy Statement under the cap “Director Compensation,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Compens Discussion and Analysis,” “Report of the Compensation Committee” and “Compensation Policies and Practices as They Relate t Management.” Clawback Policy on Executive Compensation in Restatement Situations Table of Contents In July 2023, the Compensation Committee approved the Company’s Compensation Recovery Policy (the “Clawback Poli accordance with the applicable rules of the Nasdaq Stock Market, and Section 10D and Rule 10D-1 of the Securities Exchange as amended. The purpose of the Clawback Policy is to describe the circumstances under which the Company is required to rec compensation paid to certain executive officers. In the event that the Company is required to prepare an accounting restatemen Company, through its Board or its Compensation Committee will recover reasonably promptly from any of the Company’s executive the amount of erroneously awarded compensation received during the recovery period. Item 12 — Security Ownership of Certain Beneficial Owners and Management and Rela Stockholder Matters
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 93 The following table sets forth equity compensation plan information as of December 31, 2025. Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, SARS, RSUs, PRSUs, Warrants, and Rights Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) Equity compensation plans approved by security holders (1) 2,740,758 $13.91 2,449,603 Equity compensation plans not approved by security holdersNone Not applicable Not applicable (1) Represents shares of our common stock issuable upon exercise of options outstanding under the following equity compensation plans: th2020 Incentive Plan, the 2016 Incentive Plan, and the Amended and Restated 2008 Equity Incentive Plan. The information required by this Item is included in and incorporated by reference from the Proxy Statement under the cap “Security Ownership of Certain Beneficial Owners and Management,” “Equity-Based Incentive Compensation” and “Additional In Regarding Executive Compensation.” Table of Contents Item 13 — Certain Relationships and Related Transactions and Director Independenc The information required by this Item is included in and incorporated by reference from the Proxy Statement under the cap “Related Person Policies and Transactions” and “Information About the Board of Directors and Corporate Governance Matters.” Item 14 — Principal Accounting Fees and Services The information required by this item is included in and incorporated by reference from the Proxy Statement under the cap “Principal Accountant Fees and Services.” With the exception of the information specifically incorporated by reference in Part III to this Annual Report on Form 10-K f Proxy Statement, the Proxy Statement shall not be deemed to be filed as part of this report. PART IV Item 15 — Exhibits and Financial Statement Schedules
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 94 Financial Statements (a) The following documents are included as part of this Annual Report on Form 10-K: (1) Financial Statements. The financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. (2) Financial Statement Schedule. Schedules not listed have been omitted because information required to be set forth therein not applicable or is shown in the financial statements or notes thereto. (b) Financial Statement Schedules. All financial statement schedules are omitted because they are not applicable, not required, o because the required information is included in the Consolidated Financial Statements, the Notes thereto, or in the Exhibit under Item 15(a)(2). (c) Exhibits required by Item 601 of Regulation S-K. Exhibit Number Exhibit Description Incorporated by Reference Filed HerewithForm File No. Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation, dated June 25, 2008, and Certificate of Amendment thereto, dated June 10, 2021. 10-Q 001-34112 3.1 8/6/2021 3.2 Amended and Restated Bylaws, effective as of April 14, 2021. 8-K 001-34112 3.1 4/16/2021 4.1 Description of Securities. 10-K 001-34112 4.1 2/24/2022 10.1*Form of Indemnification Agreement between the Company and its directors and officers. S-1/A333-15000710.1 5/12/2008 10.2*Energy Recovery Inc. Amended and Restated 2008 Equity Incentive Plan.DEF14A001-34112Appendix A4/27/2012 10.3*Energy Recovery, Inc. Change in Control Severance Plan dated March 5, 2012. 8-K 001-34112 10.1 3/9/2012 10.4*Energy Recovery, Inc. Annual Incentive Plan effective as of January 1, 2016.8-K 001-34112 10.1 3/2/2016 10.5*Energy Recovery, Inc. 2016 Incentive Plan. DEF14A001-34112Appendix A4/27/2016 10.6* Offer Letter to Mr. William Yeung, dated May 27, 2016. 8-K 001-34112 99.1 6/22/2016 10.7 Lease Agreement, dated as of April 2, 2018, by and between Energy Recovery, Inc. and D/C Doolittle Sub LLC. 8-K 001-34112 10.1 4/18/2018 10.8* Offer Letter to Mr. Joshua Ballard, as Chief Financial Officer. 8-K 001-34112 2.2 8/15/2018 10.9* Employment Agreement with Mr. Rodney Clemente. 8-K 001-34112 10.3 8/27/2018 10.10Lease Agreement, dated as of January 10, 2019, by and between Energy Recovery, Inc. and FS Clay, LLC. 8-K 001-34112 10.1 1/16/2019 10.11 Lease Agreement, dated as of February 10, 2020, by and between Energy Recovery, Inc. and Prologis, L.P. 10-Q 001-34112 10.1 5/1/2020 Table of Contents Form File No. Exhibit Filing Date 10.13* Energy Recovery, Inc. 2020 Incentive Plan and Forms of Award Agreements.10-K 001-34112 10.13 2/21/2024 10.14 Energy Recovery, Inc. Severance Plan dated as of February 5, 2021 8-K 001-34112 10.1 2/10/2021 10.15 Credit Agreement by and between Energy Recovery, Inc. as Borrower, and JPMorgan Chase Bank N.A. as Lender dated December 22, 2022. 8-K 001-34112 10.1 1/6/2022 10.16 First Amendment to the Credit Agreement by and between Energy Recovery, Inc. as Borrower, and JPMorgan Chase Bank N.A. as Lender dated July 15, 2022. 10-Q 001-34112 10.1 8/3/2022 10.17 Second Amendment to the Credit Agreement by and between Energy Recovery, Inc. as Borrower, and JPMorgan Chase Bank N.A. as Lender dated September 30, 2023. 10-Q 001-34112 10.1 11/1/2023 10.18* Offer Letter to Mr. David W. Moon, as President and Chief Executive Officer.8-K/A 001-34112 10.1 1/31/2024 10.19* Offer Letter to Mr. Michael Mancini, as Chief Financial Officer. 8-K 001-34112 10.1 7/31/2024 10.20* Energy Recovery, Inc. 2020 Incentive Plan Performance Restricted Stock Unit Grant Notice and Agreement. 10-K 001-34112 10.20 2/26/2025 10.21* Offer of Employment by and between Energy Recovery, Inc. and Ram Ramanan as Chief Technology Officer 10-Q 001-34112 10.1 5/7/2025 10.22* Professional Services Agreement by and between Energy Recovery, Inc. and Farshad Ghasripoor 10-Q 001-34112 10.2 5/7/2025 14.1 Code of Ethics of Energy Recovery, Inc. Additional Conduct and Ethics Policies for the Chief Executive Officer and Senior Financial Officers. 10-K 001-34112 14.1 3/27/2009 19.1 Energy Recovery, Inc. Insider Trading Policy dated November 4, 2020. X 21.1 List of subsidiaries of the Company. X 23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. X
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 95 Exhibit Number Exhibit Description Incorporated by Reference Filed Herewith 31.1 Certification of Principal Executive Officer, pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer, pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1**Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 97.1 Energy Recovery, Inc. Compensation Recovery (“Clawback”) Policy dated July 25, 2023. 10-K 001-34112 97.1 2/21/2024 101 Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. X 104 Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. X * Indicates management compensatory plan, contract or arrangement. ** The certifications furnished in Exhibits 32.1 are deemed to accompany this Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under Act or the Exchange Act. Item 16 — Form 10-K Summary None. Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly cause Report to be signed on its behalf by the undersigned, thereunto duly authorized, as of the 25th day of February, 2026. ENERGY RECOVERY, INC. /s/ DAVID W. MOON David W. Moon President and Chief Executive Officer Pursuant to the requirements of the Securities and Exchange Act of 1934, this Report has been signed below by the follow on behalf of the Registrant and in the capacities and on the dates indicated. /s/ DAVID W. MOON Director, and President and Chief Executive Officer February 25, 2026 David W. Moon (Principal Executive Officer) /s/ MICHAEL S. MANCINI Chief Financial Officer February 25, 2026 Michael S. Mancini (Principal Financial Officer) /s/ PAMELA TONDREAU Chairperson of the Board, Director February 25, 2026 Pamela Tondreau /s/ ALEXANDER J. BUEHLERDirector February 25, 2026 Alexander J. Buehler /s/ JOAN K. CHOW Director February 25, 2026 Joan K. Chow
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Energy Recovery, Inc. | 2025 Annual Report (Form 10-K) | 96 Signature Title Date /s/ ARVE HANSTVEIT Director February 25, 2026 Arve Hanstveit /s/ COLIN R. SABOL Director February 25, 2026 Colin R. Sabol
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Exhibit 19.1 ENERGY RECOVERY, INC. AMENDED AND RESTATED INSIDER TRADING POLICY (effective November 4, 2020)
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TABLE OF CONTENTS Page I. The Need for an Insider Trading Policy 1 II. What is Material Non-Public Information? 1 III. The Consequences of Insider Trading 3 IV. Our Policy 4 General Prohibition on Trading 4 Transactions by Family Members, Others in Your Household and Entities You Control 4 Other Companies’ Non-public Information 4 Personal or Independent Reasons Are Not Exceptions 4 Policy Administrator 4 When Information Becomes Public 5 Prohibited Trading Periods 5 Exceptions for Certain Transactions 6 Pre-Clearance of All Acquisitions, Sales and Other Transfers by Certain CompanyPersonnel 8 V. Individual Responsibility 9 VI. Additional Prohibited Transactions 10 VII. Post-Termination Transactions 10 VIII. Company Assistance 11 IX. Certifications 11
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Insider Trading Policy Energy Recovery, Inc. (the “Company”) has adopted the following policy regarding trading by Company personnel in the Company’s securities (the “Insider Trading Policy,” or this “Policy”). This Policy applies to all Company personnel, including directors, officers, employees and consultants of the Company and its subsidiaries. This Policy also applies to certain family members, other members of a person’s household and entities controlled by Company personnel, as described in Section IV below. I. The Need for an Insider Trading Policy This Policy has been developed: • to educate all Company personnel as to the federal securities laws and the rules of the Securities and Exchange Commission (the “SEC”) on insider trading in public company securities; • to set forth requirements that apply to Company personnel and other persons covered by this Policy who seek to trade in the Company’s securities; • to protect the Company and its personnel from legal liability; and • to preserve the reputation of the Company and its personnel for integrity and ethical conduct. Because the Company is a public company, transactions in the Company’s securities are subject to the federal securities laws and regulations adopted by the SEC. These laws and regulations make it illegal for an individual to buy or sell securities of the Company while aware of material non-public information. The SEC takes insider trading very seriously and devotes significant resources to uncovering the activity and to prosecuting offenders. Liability may extend not only to the individuals who trade while in possession of material non-public information but also to their “tippers,” people who leak material non-public information to individuals who then trade based on that information. The Company and “controlling persons” of the Company may also be liable for violations by Company employees. II. What is Material Non-Public Information? Definition. Material non-public information is any information (positive or negative) that: • is not generally known to the public, and • which, if publicly known, would likely affect either the market price of the Company’s securities or a person’s decision to buy, sell or hold the Company’s securities. – 1 –
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Insider Trading Policy Examples. Common examples of information that will frequently be regarded as material include, but are not limited to: – quarterly or annual earnings results; – projections of future financial results; – earnings or losses; – news of a pending or proposed merger, acquisition or tender offer; – news of a pending or proposed acquisition or disposition of a significant asset; – news of a pending or proposed joint venture; – a company restructuring; – significant transactions with officers, directors or greater than 5% shareholders; – financing transactions; – changes in dividend policies, the declaration of a stock split or the offering of additional securities; – establishment of a stock repurchase program; – changes in pricing or cost structure of Company products or services; – changes in management; – changes in auditors or notification that the auditor’s reports may no longer be relied upon; – significant new products or discoveries; – pending or threatened significant litigation, or the resolution of such litigation; – impending bankruptcy or financial liquidity problems; – internal financial information which departs from what the market expects; – the gain or loss of a significant customer or supplier, major contract, license, registration or collaboration; – the entry, amendment or termination of a material contract; or – other items that require the filing of a Current Report on Form 8-K with the SEC. – 2 –
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Insider Trading Policy Twenty-Twenty Hindsight. In determining whether information is material, the SEC and other regulators will view the information after-the-fact with the benefit of hindsight. As a result, in determining whether any information is material, we will and you should carefully consider whether regulators and others might view the information as being material in hindsight, with the benefit of all relevant information that later becomes available. For example, if there is a significant change in the Company’s stock price following release of certain information, that information will likely be determined to have been material when viewed with the benefit of hindsight. In addition to addressing the relevant statutes and regulations in this area, we are adopting this Policy to avoid even the appearance of improper conduct on the part of anyone employed by or associated with the Company and certain related persons, not just members of senior management. III. The Consequences of Insider Trading The consequences of insider trading violations can be severe: For individuals who trade while in possession of material non-public information (or tip information to others): • a civil penalty of up to three times the profit gained or loss avoided; • a criminal fine (no matter how small the profit) of up to $5 million; and • a jail term of up to 20 years. These penalties can apply even if the individual is not a member of the Board of Directors or an officer of the Company. Moreover, if an employee violates this Policy, he or she may also be subject to Company-imposed sanctions, including termination for cause. For a Company (as well as possibly any supervisory person) that fails to take appropriate steps to prevent illegal trading: • a civil penalty of the greater of $1 million or three times the profit gained or loss avoided as a result of the employee’s violation; and • a criminal penalty of up to $25 million. Any of the above consequences, including an SEC investigation that does not result in prosecution, can tarnish the Company’s or an individual’s reputation and irreparably damage a career. – 3 –
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Insider Trading Policy IV. Our Policy General Prohibition on Trading. Company personnel and Related Persons (as defined below in this Section IV) may not buy or sell securities of the Company while in possession of material non-public information or engage in any other action to take advantage of, or pass on to others, that information, subject to the specific exceptions noted below in this Section IV under the caption “Exceptions for Certain Transactions.” Transactions by Family Members, Others in Your Household and Entities You Control. The restrictions in this Policy also apply to (1) immediate family members who reside with you, (2) others living in your household (whether or not related to you), (3) family members who do not live in your household but whose transactions in the Company’s securities are directed by you or are subject to your influence or control (e.g., parents or children who consult with you before they trade in the Company’s securities) and (4) any entities that you influence or control, including any corporations, limited liability companies, partnerships or trusts (each person or entity identified in clauses (1) – (4), a “Related Person”). SEC regulations specifically provide that any material non- public information about the Company communicated to any spouse, parent, child or sibling is considered to have been communicated under a duty of trust or confidence; and that any trading in the Company’s securities by such family members while they are aware of such information may, therefore, violate insider trading laws and regulations. Company personnel are expected to be responsible for the compliance of all Related Persons with this Policy. This means that, to the extent such Related Persons of Company personnel intend to trade in the Company’s securities, the Related Persons need to comply with the black-out periods and all other restrictions in this Policy. Furthermore, you should not participate in any investment club (i.e., groups of people who pool their money to make investments) that may invest in the Company’s securities. Other Companies’ Non-public Information. This Policy also applies with equal force to information relating to any other company, including our customers or suppliers, obtained by Company personnel during the course of their service to or employment by the Company. Specifically, no Company personnel who, in the course of work on behalf of the Company, learns of material non-public information about a company with which the Company does business may trade in the other company’s securities until the information becomes public or is no longer material. Personal or Independent Reasons Are Not Exceptions. Transactions in the Company’s securities that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are no exception. Even the appearance of an improper transaction must be avoided to preserve our reputation for adhering to the highest standards of conduct. Policy Administrator. This Policy shall be administered by the “Policy Administrator,” who shall initially be William Yeung, Chief Legal Officer, and if such person is not available, then Josh Ballard, the Company’s Chief Financial Officer shall serve as the alternate Policy Administrator. The Policy Administrator may, however, change from time to time. – 4 –
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Insider Trading Policy When Information Becomes Public. This Policy applies to material non-public information about the Company, which means that trading is permitted once the information becomes known to the public (unless some other Company policy or legal obligation restricts trading at that time). Because the Company’s shareholders and the investing public should be afforded time to receive and absorb information, as a general rule you should not engage in any transactions until the beginning of the second business day after material information has been released. Thus, if an announcement is made before the market opens on a Monday, Wednesday generally would be the first day on which you may trade. If an announcement is made before the market opens on a Friday, Tuesday generally would be the first day on which you may trade. However, if the information released is complex, such as a major financing or other significant transaction, it may be necessary to allow additional time for the information to be absorbed by the investing public. In such circumstances, you will be notified by the Policy Administrator regarding a suitable waiting period before trading. In addition, we have established specified black-out periods, as described below. Prohibited Trading Periods. While it is never permissible to trade based on material non-public information, we are implementing the following procedures to help prevent inadvertent violations of this Policy and avoid even the appearance of an improper transaction (which could result, for example, where Company personnel engage in a trade while unaware of a pending major development). Company Wide Black-Out Periods Applicable to All Company Personnel. All Company personnel and Related Persons are prohibited from trading in any of the Company’s securities during the following periods: • from the time each such individual becomes aware of the material information (the black-out start times often vary), until the beginning of the second business day after the day the Company has made a public announcement of material information, including earnings releases, unless the information released is complex, in which case it may be necessary to extend this period and the Policy Administrator will notify you of any such extension of the black-out period; • the periods from 15 days prior to the close of each fiscal quarter until the beginning of the third business day after the release of the Company’s financial results for each quarter and, in the case of the fourth quarter, financial results for the year end; • during other specified periods when significant developments or announcements are anticipated, as notified by the Policy Administrator; and • any other periods as determined by the Company. – 5 –
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Insider Trading Policy You will be notified by e-mail when you may not trade in the Company’s securities during periods when significant developments or announcements are anticipated, in which event you will also be notified when trading restrictions are lifted. Of course, even during periods when trading is permitted, no one, including persons or entities who do not fall within the definition of Related Persons, should trade in the Company’s securities if he or she possesses material non-public information. Under certain very limited circumstances, a person subject to this restriction may be permitted to trade during a black-out period, but only if the Policy Administrator concludes that the person does not in fact possess material nonpublic information. Persons wishing to trade during a black-out period must contact the Policy Administrator for approval at least two business days in advance of any proposed transaction involving company securities. Exceptions for Certain Transactions. Gifts. Bona fide gifts are not transactions that are subject to this Policy, unless the person making the gift (the donor) has reason to believe that the recipient of the gift intends to sell the Company’s securities while the donor is in possession of material non-public information. (1) Mutual Funds. Transactions in mutual funds that are invested in the Company’s securities are not transactions subject to this Policy. (2) Transactions Involving Company Equity Plans. Except as otherwise noted below, this Policy does not apply to the following transactions: • Stock Option Exercises. This Policy does not apply to the exercise of an employee stock option acquired pursuant to the Company’s equity plans, or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements. This Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale of stock for the purpose of generating the cash needed to pay the exercise price and or taxes upon the exercise of an option. • Restricted Stock Awards and Restricted Stock Unit Awards. This Policy does not apply to the vesting of restricted stock or restricted stock units, or the exercise of a tax withholding right pursuant to which a person elects to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock or restricted stock unit. This Policy does apply, however, to any market sale of restricted stock or shares received upon vesting of restricted stock units. • Employee Stock Purchase Plan. This Policy does not apply to purchases of the Company’s securities under the Company’s employee stock purchase plan. This Policy does apply, however, to subsequent sales or other transfers of such securities. – 6 –
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Insider Trading Policy • Other Transactions with the Company. Any other purchase of the Company’s securities from the Company or sales of the Company’s securities to the Company are not subject to this Policy. (3) Rule 10b5-1 Trading Plans. Notwithstanding the restrictions and prohibitions on trading in the Company’s securities set forth in this Policy, persons subject to this Policy are permitted to effect transactions in the Company’s securities pursuant to approved trading plans established under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (“Trading Plans”), which may include transactions during the prohibited periods discussed above. Rule 10b5-1 requires that these transactions be made pursuant to a plan that was established while the person was not in possession of material non-public information, and the SEC requires that these plans not be entered into during any applicable Company-imposed black-out period. In addition, any Trading Plan must comply with the Company’s Guidelines Regarding Plans Under SEC Rule 10b5-1 (the “Guidelines”). In order to comply with this Policy and the Guidelines, the Company must pre-approve any such Trading Plan prior to its effectiveness. After a Trading Plan is approved, you must wait for a cooling-off period before the first trade is made under the Trading Plan, the length of which is set forth in the Guidelines. Once the Trading Plan is adopted, you must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the dates of the trades. The Trading Plan must either specify the amount, pricing and timing of transactions in advance or delegate discretion on these matters to an independent third party. Any modification of a Trading Plan is the equivalent of entering into a new Trading Plan and cancelling the old Trading Plan. Company personnel seeking to establish, modify or cancel a Trading Plan should contact the Policy Administrator. – 7 –
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Insider Trading Policy Pre-Clearance of All Acquisitions, Sales and Other Transfers by Certain Company Personnel. In order to ensure compliance with this Policy and with any Section 16 reporting requirements, all transactions in the Company’s securities (including acquisitions, sales, gifts and other transfers, whether or not for value), including the execution of Trading Plans (as defined below), by members of the Company’s Board of Directors, Senior Management, Financial Team Members, Designated Employees and Related Persons (each as defined below), must be pre-cleared by the Policy Administrator. If you are a member of one of the groups listed above and you contemplate a transaction in the Company’s securities, you must contact the Policy Administrator or other designated individual prior to executing the transaction. The Policy Administrator will use his or her reasonable best efforts to provide approval or disapproval within two business days. You must wait until receiving pre- clearance to execute the transaction. Neither the Company nor the Policy Administrator shall be liable for any delays that may occur due to the pre-clearance process. If the transaction is pre-cleared by the Policy Administrator, it must be executed by the end of the third business day after receipt of pre-clearance, unless an exception is granted by the Administrator. Notwithstanding receipt of pre-clearance of a transaction, if you become aware of material non-public information about the Company after receiving the pre-clearance but prior to the execution of the transaction, you may not execute the transaction. The responsibility for determining whether you are in possession of material non-public information rests with you, as discussed below in Section V. If you are a Section 16 reporting person, promptly following execution of the transaction, but in no event later than the end of the first business day after the execution of the transaction, you must notify the Policy Administrator and provide details regarding the transaction sufficient to complete the required Section 16 filing. Employees of the Company who are not Directors, members of Senior Management, Financial Team Members or Designated Employees may, but are not required to, pre-clear transactions in the Company’s securities in the same manner as set forth above. Such employees are not required to notify the Policy Administrator following execution of the transaction. Please note that pre-clearance does not provide Company personnel with immunity from investigation or suit, for which it is the responsibility of the individual to comply with the federal securities regulations. The following members of management constitute the “Senior Management” of the Company: all Executive (Section 16) Officers, as listed on Exhibit A hereto, which list shall be amended from time to time to reflect the then-current group of such individuals. The following individuals constitute the “Financial Team Members” of the Company: all members of the Company’s financial team, as listed on Exhibit B hereto, which list shall be amended from time to time to reflect the then-current group of such individuals. The following individuals constitute other “Designated Employees” of the Company: certain additional members of Company personnel, as listed on Exhibit C hereto, which list shall be amended from time to time to reflect the then-current group of such individuals. – 8 –
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Insider Trading Policy The Policy Administrator may, from time to time, amend the list of and/or designate other employees as Senior Management, Financial Team Members or Designated Employees, in which case the Policy Administrator shall notify the affected individuals. V. Individual Responsibility Persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of information about the Company and to not engage in transactions in the Company’s securities while in possession of material non-public information. Each individual is responsible for making sure that he or she complies with this Policy, and that any Related Person, whose transactions are subject to this Policy, also comply with this Policy. In all cases, the responsibility for determining whether an individual is in possession of material non-public information rests with that individual, and any action on the part of the Company, the Policy Administrator or any other employee or director pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. You may be subject to legal penalties and disciplinary action by law enforcement officials and/or the Company for any conduct prohibited by this Policy or applicable securities laws, as described in Section III above. Tipping Information to Others. Company personnel must not disclose non-public information about the Company to others outside the Company who do not have an obligation to maintain the confidentiality of such information. If the outsider trades on such information, penalties for insider trading may apply in these situations whether or not you derive any monetary benefit from the other person’s trading activities. Material non-public information is often inadvertently disclosed or overheard in casual, social conversations. Please take care to avoid such disclosures. Prevention of Insider Trading by Others. If you become aware of a potential insider trading violation, you must immediately advise our Policy Administrator and/or report the matter using the Company’s anonymous whistleblower reporting procedures. You should also take steps, where appropriate, to prevent persons under your supervision and/or control from using material non-public information for trading purposes. Moreover, Company- imposed sanctions, including termination for cause, could result if an employee fails to comply with this Policy. – 9 –
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Insider Trading Policy Confidentiality. Serious problems could be caused for the Company by the unauthorized disclosure of internal information about the Company, whether or not for the purpose of facilitating improper trading in the Company’s securities. Company personnel should not discuss internal Company matters or developments (whether or not you think such information is material) with anyone outside of the Company (including, but not limited to, family, friends, business associates, investors and expert consulting firms), except as required in the performance of regular corporate duties. This prohibition applies specifically (but not exclusively) to inquiries about the Company that may be made by the financial press, investment analysts or others in the financial community and also includes posting material non-public information on any social media outlets such as Facebook, Twitter, etc. It is important that all such communications on behalf of the Company be made only through an authorized officer under carefully controlled circumstances. Unless you are expressly authorized to the contrary, if you receive any inquiries of this nature, you should decline comment and refer the inquirer to William Yeung. Please review the Company’s separate Regulation FD Policy, which governs all public communications with people outside the Company. VI. Additional Prohibited Transactions Because we believe it is generally improper and inappropriate for Company personnel to engage in short- term or speculative transactions involving the Company’s securities, it is our policy that Company personnel and Related Persons not engage in any of the following activities, except in each case in limited circumstances with prior approval of the Policy Administrator: • trading in the Company’s securities on a short-term basis. Any shares of Company common stock purchased in the open market must be held for a minimum of six months and ideally longer; • purchasing of financial instruments (including prepaid variable forward contracts, equity swaps, puts, calls, straddles, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of the Company’s equity securities and entering into other transactions with the same economic effect, including short sales; • borrowing or other arrangements involving non-recourse pledge of securities; and • selling a security future that establishes a position that increase in value as the value of the underlying equity security decreases. VII. Post-Termination Transactions This Policy will no longer apply after termination of service to the Company. However, if an individual is in possession of material non-public information when his or her service terminates, that individual may not trade in the Company’s securities until that information has become public or is no longer material, and it would be prudent for the individual, if he or she is subject to a black-out period upon termination of service, to refrain from trading until those restrictions no longer apply to Company personnel. – 10 –
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Insider Trading Policy VIII.Company Assistance Any person who has any questions about specific transactions or this Policy in general may obtain additional guidance from the Policy Administrator. Remember, however, the ultimate responsibility for adhering to this Policy and avoiding improper transactions rests with you. In this regard, please use your best judgment when considering a transaction in the Company’s securities. IX. Certifications As a condition to employment, all employees will be required to certify their understanding of and intent to comply with this Policy. Members of the Board of Directors, Senior Management and other personnel may be required to certify compliance on an annual basis. – 11 –
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Insider Trading Policy As of November 4, 2020: Exhibit A “Senior Management” All Executive (Section 16) Officers, including: 1. President and Chief Executive Officer 2. Chief Financial Officer 3. Chief Technology Officer 4. Chief Legal Officer/General Counsel 5. Senior Vice Presidents/Business Unit Leaders Exhibit B “Financial Team Members” All members of the Company’s financial team, including: 1. Chief Financial Officer 2. Corporate Controller 3. Directors of Finance 4. Directors of Accounting 5. Directors of SEC Reporting Exhibit C “Designated Employees” Certain additional Company personnel, including: 1. Director of Communications 2. Senior Director – Oil & Gas 3. Administrative Assistants to any of the officers set forth in Exhibit A – 12 –
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Insider Trading Policy Certification Under Insider Trading Policy The undersigned hereby certifies that he/she has read and understands, and agrees to comply with, the Company’s Insider Trading Policy, a copy of which was distributed with this Certification. Date: Signature: Name: (Please Print) Title: – 13 –
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Exhibit 21.1 Energy Recovery, Inc. LIST OF REGISTRANT'S SUBSIDIARIES Subsidiaries of Registrant (All 100% Owned) Country/State of Incorporation/Formation Energy Recovery Iberia, S.L. Spain Energy Recovery Canada, Corp. Canada
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Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-267383 on Form S-3 and Registration Statement Nos. 333-152142, 333-165559, 333-180076, 333-212707 and 333-254911 on Form S-8 of our reports dated February 26, 2025, relating to the financial statements of Energy Recovery, Inc., and the effectiveness of Energy Recovery, Inc.’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2025. /s/ Deloitte & Touche LLP San Francisco, California February 25, 2026
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Exhibit 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a) OR 15d-14(a), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David W. Moon, certify that: 1. I have reviewed this Annual Report on Form 10-K of Energy Recovery, Inc. for the period ended December 31, 2025; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 25, 2026 /s/ DAVID W. MOON Name: David W. Moon Title: President and Chief Executive Officer (Principal Executive Officer)
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Exhibit 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a) OR 15d-14(a), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael S. Mancini, certify that: 1. I have reviewed this Annual Report on Form 10-K of Energy Recovery, Inc. for the period ended December 31, 2025; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 25, 2026 /s/ MICHAEL S. MANCINI Name: Michael S. Mancini Title: Chief Financial Officer (Principal Financial Officer)
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Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER, PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002* Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code, David W. Moon, President and Chief Executive Officer of Energy Recovery, Inc., and Michael S. Mancini, Chief Financial Officer of Energy Recovery, Inc., each hereby certify that, to the best of his knowledge: 1. The Company’s Annual Report on Form 10-K for the period ended December 31, 2025, to which this Certification is attached as Exhibit 32.1 (the “Annual Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, and 2. The information contained in the Annual Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Annual Report and results of operations of the Company for the period covered by the Annual Report. IN WITNESS WHEREOF, the undersigned has set his hand hereto: Date: February 25, 2026 /s/ DAVID W. MOON David W. Moon President and Chief Executive Officer Date: February 25, 2026 /s/ MICHAEL S. MANCINI Michael S. Mancini Chief Financial Officer * This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Energy Recovery, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.