Energy Recovery, Inc 10-Q for FY2026 Q2
Energy Recovery, Inc. (ERII)
10-Q
2026-08-05
For: 2026-06-30
View Original
Added on
August 06, 2026
About this 10-Q
Energy Recovery, Inc filed this 10-Q on August 5, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $12M
- down 57.2% from $28.05M a year earlier
- Net loss
- $3.2M
- compared with net income of $2.05M a year earlier
- Diluted EPS
- -$0.06
- compared with $0.04 a year earlier
Exhibit 10.1
May 4, 2026
Mr. Aidan Ryan
Via email: aryan@energyrecovery.com
Re: Interim Appointment as Chief Financial Officer
Dear Aidan:
We are pleased to confirm the details of your appointment as Interim Chief Financial Officer. While serving in this role, you will report to David Moon, President & CEO, and continue to be remote based with regular travel to headquarters in San Leandro, California, and subject to the following terms and conditions.
Start Date and Salary. Your appointment to this role will be May 4, 2026. Your base annualized salary will remain at $327,600.15 and your bonus target will remain at 35%. While serving in this role, you will receive an additional monthly stipend of $12,000, less deductions authorized or required by law. The stipend will be paid only during the period you are actively serving as Interim Chief Financial Officer and will cease immediately upon the conclusion of the interim assignment for any reason.
Additional Equity Grant. As part of this interim assignment, you will receive an additional equity award worth approximately $215,000 in Restricted Stock Units (“RSUs”) under the Company's 2020 Incentive Plan. The RSUs will vest over ten months: sixty percent (60%) will become vested and distributed to you on the six-month anniversary of your vesting commencement date, as long as you remain employed and in continuous service in any role with the company up to that date. The remaining portion of the grant will vest in equal monthly amounts over the following four months, provided you are still employed and in continuous service in any role with the company. The vesting commencement date, which is typically the date your appointment is announced publicly by the company, will be specified in your RSU award agreement.
Change of Control. For the avoidance of doubt, you remain a Participant in the Company’s Change in Control Plan (“CCP”), as amended.
Termination for Convenience. For the avoidance of doubt, you remain a Participant in the Company’s Severance Plan, as amended.
Employment Status. Although your status may change, your employment with the Company remains “at will”, meaning that either you or the Company will be entitled to terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this offer letter. In addition, although your job duties, compensation, benefits, as well as the Company’s personnel policies and procedures may change in the future, the “at will” nature of your employment may not be changed.
Exhibit 10.1
Please accept this interim appointment as of the start date set forth above by signing your name and setting forth the agreed start date below. Then return this letter to me by May 6, 2026. If your acceptance is not received by this date, we shall assume that you have declined the offer and it shall be null and void. Please call me if you have any questions regarding the information outlined herein.
Sincerely,
/s/ David Moon
David Moon
President and Chief Executive Officer
I hereby accept the foregoing terms of the interim assignment and acknowledge that no representations, offer, or commitments, other than those contained herein, have been issued, given, or made to me whatsoever. I understand that this agreement does not constitute a guarantee of employment for a fixed period.
/s/ Aidan Ryan May 4, 2026
Aidan Ryan Date
Exhibit 10.1
June 5, 2026
Mr. Alex Buehler
Via email
Re: Offer of Employment with Energy Recovery, Inc.
Dear Alex:
We are pleased to offer you a full-time position with Energy Recovery, Inc. (the “Company”) as Interim President and Chief Executive Officer (the “Interim CEO”), reporting to the Board of Directors. This role will be remote, with regular travel to the Company’s headquarters in San Leandro, California, and to other locations as required, and is subject to the following terms and conditions.
Start Date and Salary. This letter memorializes your appointment as Interim CEO, effective May 26, 2026. In connection with your role, you will receive a bi-weekly salary of $24,807.70 per pay period (annualized $645,000), less deductions authorized or required by law, which will be paid bi-weekly in accordance with the Company’s standard payroll procedures. It is expected that your service as Interim CEO will continue until the appointment of a permanent Chief Executive Officer, unless earlier terminated.
Success Bonus. You will be eligible to receive a one-time cash bonus of $150,000 in recognition of your service as Interim CEO. The bonus will be payable thirty (30) days following the start date of the Company’s next permanent Chief Executive Officer, subject to your continued association with the Company through such date and your engagement in the transition period as set forth by the Board of Directors. In the event you voluntarily resign or your employment is terminated for cause prior to such date, you will not be eligible to receive this bonus. If your employment is terminated by the Company without cause prior to such date, the bonus will remain payable.
Benefits. As a full-time employee, you will be eligible to receive employee benefits including, paid-time-off under the company’s DTO “Discretionary Time Off” policy, medical, dental and vision insurance for you and your dependents; as well as long-term disability and life insurance. Your eligibility to participate in these programs will begin the first of the month following your date of hire. Please note that the benefits program may change from time to time at the Company’s discretion. The Company will reimburse reasonable and necessary business expenses, including travel, in accordance with its policies.
Employment Status. Although your status may change, your employment with the Company remains “at will”, meaning that either you or the Company will be entitled to terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this offer letter. In addition, although your job duties, compensation, benefits, as well as the Company’s personnel policies and procedures may change in the future, the “at will” nature of your employment may not be changed.
Please note that this offer is conditional upon your ability to present employment eligibility and properly complete the Form I-9 by the third work day after your date of hire as required by the Immigration Reform & Control Act of 1986. A copy of the form will be provided to you.
Background & Reference Checks. This offer is contingent upon acceptable results of background, reference, and pre-employment screening processes, in accordance with the Company’s policies.
Please indicate your acceptance of this offer by signing and returning this letter no later than June 10, 2026. If your acceptance is not received by this date, this offer will be deemed withdrawn.
Joan Chow
Chair of the Compensation Committee
On behalf of the Energy Recovery Board of Directors
I hereby accept the foregoing offer of employment and acknowledge that no representations, offer, commitments, other than those contained herein, have been issued, given, or made to me whatsoever. I understand that this agreement does not constitute a guarantee of employment for a fixed period.
/s/ Alex Buehler ____________/s/ June 11, 2026___
Alex Buehler Date
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, Alexander J. Buehler, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Energy Recovery, Inc. for the period ended June 30, 2026;
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: August 5, 2026 | /s/ ALEXANDER J. BUEHLER | ||||||||||
| Name: | Alexander J. Buehler | ||||||||||
| Title: | Interim President and Chief Executive Officer | ||||||||||
| (Principal Executive Officer) | |||||||||||
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, Aidan Ryan, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Energy Recovery, Inc. for the period ended June 30, 2026;
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: August 5, 2026 | /s/ AIDAN RYAN | ||||||||||
| Name: | Aidan Ryan | ||||||||||
| Title: | Interim Chief Financial Officer | ||||||||||
| (Principal Financial Officer) | |||||||||||
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, Alexander J. Buehler, Interim President and Chief Executive Officer of Energy Recovery, Inc., and Aidan Ryan, Interim Chief Financial Officer of Energy Recovery, Inc., each hereby certify that, to the best of his knowledge:
1. The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026, to which this Certification is attached as Exhibit 32.1 (the “Quarterly 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 Quarterly Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Quarterly Report and results of operations of the Company for the period covered by the Quarterly Report.
IN WITNESS WHEREOF, the undersigned has set his hand hereto:
| Date: August 5, 2026 | /s/ ALEXANDER J. BUEHLER | ||||||||||
| Alexander J. Buehler | |||||||||||
| Interim President and Chief Executive Officer | |||||||||||
| Date: August 5, 2026 | /s/ AIDAN RYAN | ||||||||||
| Aidan Ryan | |||||||||||
| Interim Chief Financial Officer | |||||||||||
* This certification accompanies the Form 10-Q 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-Q), irrespective of any general incorporation language contained in such filing.