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8-K

Energy Recovery, Inc. (ERII)

8-K 2026-02-25 For: 2026-02-25
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Added on April 08, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2026

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Energy Recovery, Inc.
(Exact Name of Registrant as Specified in its Charter) Delaware 001-34112 01-0616867
--- --- ---
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

1717 Doolittle Dr., San Leandro, CA 94577

(Address of Principal Executive Offices) (Zip Code)

510-483-7370

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.001 par value per share ERII The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02    Results of Operations and Financial Condition

On February 25, 2026, Energy Recovery, Inc. (the “Company”) issued an earnings press release announcing its financial results for the fourth quarter and year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 2.05    Costs Associated with Exit or Disposal Activities

On February 25, 2026, the Company decided to wind down operations of the CO2 retail grocery business within its Emerging Technologies Segment. Recent discussions with original equipment manufacturers and end user customers have made it increasingly evident that scaled adoption would require significant time, investment, and risk. The Company believes this 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 December 31, 2026 and expects to incur approximately $4.5 million to $5.5 million in one-time costs. One-time costs are expected to consist of $1.0 million to $2.0 million in cash severance as well as non-cash expenses, primarily related to a reserve against inventory, impairment of goodwill and other miscellaneous non-cash expenses

Item 2.06    Material Impairments

The information included under Item 2.05 of this report is hereby incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

Exhibit Number Description
99.1 Press release of Energy Recovery, Inc., dated February 25, 2026, to report its financial results for the fourth quarter and year ended December 31, 2025.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:    February 25, 2026

Energy Recovery, Inc.
By: /s/ William Yeung
William Yeung
Chief Legal Officer

Document

Exhibit 99.1

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Energy Recovery Reports its Fourth Quarter 2025 Financial Results

SAN LEANDRO, Calif. - February 25, 2026 – Energy Recovery, Inc. (Nasdaq:ERII) (“Energy Recovery” or the “Company”) today announced its financial results for the fourth quarter and year ended December 31, 2025.

Fourth Quarter Highlights

•Revenue of $66.9 million, a decrease of $0.2 million, as compared to Q4’2024, due to timing of revenue from contracted projects.

•Gross margin of 67.2%, a decrease of 300 bps, as compared to Q4’2024, due primarily to costs related to product mix and tariffs.

•Operating expenses of $13.6 million, a decrease of 36.5%, as compared to Q4’2024, due primarily to a decrease in employee costs, consulting costs and restructuring costs.

•Income from operations of $31.3 million, an increase of 22.3%, as compared to Q4’2024, mainly due to lower operating expenses.

•Net income of $26.9 million and adjusted EBITDA(1) of $33.6 million.

•Cash and investments of $83.3 million, which includes cash, cash equivalents, and short- and long-term investments.

In conjunction with these financial results, management has released a letter to shareholders reviewing business and financial updates from the fourth quarter and discussing our outlook for 2026. This letter is located under “News and Events” in the “Investors” section on the Energy Recovery website (https://ir.energyrecovery.com/news-events/shareholder-letters).

Financial Highlights

Quarter-to-Date Year to Date
Q4’2025 Q4’2024 2025 2024
(In millions, except net income per share, percentages and basis points)
Revenue $66.9 67.1 $135.0 144.9
Gross margin 67.2% 70.2% 65.1% 66.9%
Operating margin 46.8% 38.2% 17.7% 13.6%
Net income $26.9 23.5 $23.0 23.1
Diluted net income per share $0.50 0.41 $0.42 0.40
Effective tax rate 16.8% 10.4%
Cash provided by operations $7.1 9.0 $18.8 20.5

All values are in US Dollars.

Non-GAAP Financial Highlights (1)

Quarter-to-Date Year to Date
Q4’2025 Q4’2024 2025 2024
(In millions, except adjusted net income per share, percentages and basis points)
Adjusted operating margin 48.9% 45.2% 23.9% 26.2%
Adjusted net income $28.2 28.3 $31.2 40.7
Adjusted net income per share $0.53 0.50 $0.58 0.71
Adjusted EBITDA $33.6 31.3 $36.0 42.0
Free cash flow $6.4 8.9 $17.4 19.2

All values are in US Dollars.

(1)Refer to the sections “Use of Non-GAAP Financial Measures” and “Reconciliation of Non-GAAP Financial Measures” for definitions of our non-GAAP financial measures and reconciliations of GAAP to non-GAAP amounts, respectively.

Forward-Looking Statements

Certain matters discussed in this press release and on the conference call are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on information currently available to the Company and on management’s beliefs, assumptions, estimates, or projections and are not guarantees of future events or results. Potential risks and uncertainties include risks relating to the future demand for the Company’s products, risks relating to performance by our customers and third-party partners, risks relating to the timing of revenue, and any other factors that may have been discussed herein regarding the risks and uncertainties of the Company’s business, and the risks discussed under “Risk Factors” in the Company’s Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) for the year ended December 31, 2024, as well as other reports filed by the Company with the SEC from time to time. Because such forward-looking statements involve risks and uncertainties, the Company’s actual results may differ materially from the predictions in these forward-looking statements. All forward-looking statements are made as of today, and the Company assumes no obligation to update such statements.

Use of Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures, including adjusted operating margin, adjusted net income, adjusted net income per share, adjusted EBITDA and free cash flow. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either exclude or include amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States of America, or GAAP. These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same captions, and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies. As such, these non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The Company uses these non-GAAP financial measures to analyze its operating performance and future prospects, develop internal budgets and financial goals, and to facilitate period-to-period comparisons. The Company believes these non-GAAP financial measures reflect an additional way of viewing aspects of its operations that, when viewed with its GAAP results, provide a more complete understanding of factors and trends affecting its business.

Notes to the Financial Results

•Adjusted operating margin is a non-GAAP financial measure that the Company defines as income from operations which excludes i) stock-based compensation; ii) executive transition costs, such as executive search costs, retention costs, one-time severance costs and one-time corporate growth strategy costs; iii) restructuring charges1, and iv) impairment of long-lived assets, divided by revenues.

•Adjusted net income is a non-GAAP financial measure that the Company defines as net income which excludes i) stock-based compensation; ii) executive transition costs; iii) restructuring charges1; iv) impairment of long-lived assets; and v) the applicable tax effect of the excluded items including the stock-based compensation discrete tax item.

•Adjusted net income per share is a non-GAAP financial measure that the Company defines as net income, which excludes i) stock-based compensation; ii) executive transition costs; iii) restructuring charges1; iv) impairment of long-lived assets; and v) the applicable tax effect of the excluded items including the stock-based compensation discrete tax item, divided by basic shares outstanding.

•Adjusted EBITDA is a non-GAAP financial measure that the Company defines as net income which excludes i) depreciation and amortization; ii) stock-based compensation; iii) executive transition costs; iv) restructuring charges1; 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.

•Free cash flow is a non-GAAP financial measure that the Company defines as net cash provided by operating activities less capital expenditures.

1 Restructuring charges are presented net of adjustments

Conference Call to Discuss Financial Results

LIVE CONFERENCE Q&A CALL:

Wednesday, February 25, 2026, 2:00 PM PT / 5:00 PM ET

US / Canada Toll-Free: +1 (877) 709-8150

Local / International Toll: +1 (201) 689-8354

CONFERENCE Q&A CALL REPLAY:

Available approximately three hours after conclusion of the live call.

Expiration: Wednesday, March 25, 2026

US / Canada Toll-Free: +1 (877) 660-6853

Local / International Toll: +1 (201) 612-7415

Access code: 13758280

Investors may also access the live call and the replay over the internet on the “Events” page of the Company’s website located at https://ir.energyrecovery.com/news-events/ir-calendar.

Disclosure Information

Energy Recovery uses the investor relations section on its website as means of complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor Energy Recovery’s investor relations website in addition to following Energy Recovery’s press releases, SEC filings, and public conference calls and webcasts.

About Energy Recovery

Energy Recovery (Nasdaq: ERII) designs and manufactures world-class energy-saving technology for critical infrastructure that communities rely on every day, driving a more resilient and sustainable future. Grounded in more than 30 years of leadership in the desalination industry, today we use our proprietary pressure exchanger technology to help customers in multiple industries improve their operations and lower their emissions. Headquartered in the San Francisco Bay Area, we operate manufacturing and R&D facilities throughout California, with sales and on-site technical support available globally. For more information, please visit www.energyrecovery.com

Contact

Investor Relations

ir@energyrecovery.com

ENERGY RECOVERY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

December 31,<br>2025 December 31,<br>2024
(In thousands)
ASSETS
Cash, cash equivalents and investments $ 83,283 $ 99,851
Accounts receivable and contract assets 78,286 66,842
Inventories, net 24,260 24,906
Prepaid expenses and other assets 3,416 3,889
Property, equipment and operating leases 20,635 25,119
Goodwill 12,790 12,790
Deferred tax assets and other assets 8,844 9,395
TOTAL ASSETS $ 231,514 $ 242,792
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Accounts payable, accrued expenses, and other liabilities, current $ 13,784 $ 20,837
Contract liabilities and other liabilities, non-current 2,109 628
Lease liabilities 9,429 11,317
Total liabilities 25,322 32,782
Stockholders’ equity 206,192 210,010
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 231,514 $ 242,792

ENERGY RECOVERY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended December 31, Years Ended December 31,
2025 2024 2025 2024
(In thousands, except per share data)
Revenue $ 66,871 $ 67,075 $ 134,987 $ 144,948
Cost of revenue 21,910 19,955 47,056 48,015
Gross profit 44,961 47,120 87,931 96,933
Operating expenses
General and administrative 6,012 8,303 29,769 33,074
Sales and marketing 4,946 6,754 20,926 25,423
Research and development 2,914 3,972 13,034 16,236
Restructuring charges (226) 2,476 313 2,476
Total operating expenses 13,646 21,505 64,042 77,209
Income from operations 31,315 25,615 23,889 19,724
Other income, net 821 1,240 3,706 6,011
Income before income taxes 32,136 26,855 27,595 25,735
Provision for income taxes 5,222 3,384 4,633 2,685
Net income $ 26,914 $ 23,471 $ 22,962 $ 23,050
Net income per share
Basic $ 0.51 $ 0.41 $ 0.43 $ 0.40
Diluted $ 0.50 $ 0.41 $ 0.42 $ 0.40
Number of shares used in per share calculations
Basic 52,915 56,629 53,802 57,213
Diluted 53,360 57,236 54,158 57,822

ENERGY RECOVERY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Years Ended December 31,
2025 2024
(In thousands)
Cash flows from operating activities:
Net income $ 22,962 $ 23,050
Non-cash adjustments 11,945 16,214
Net cash used in operating assets and liabilities (16,137) (18,742)
Net cash provided by operating activities 18,770 20,522
Cash flows from investing activities:
Net investment in marketable securities 35,305 (14,489)
Capital expenditures (1,330) (1,298)
Proceeds from sales of fixed assets 10 133
Net cash provided by (used in) investing activities 33,985 (15,654)
Cash flows from financing activities:
Net proceeds from issuance of common stock 1,796 7,100
Repurchase of common stock and payment of excise tax (36,330) (50,384)
Net cash used in financing activities (34,534) (43,284)
Effect of exchange rate differences 98 (52)
Net change in cash, cash equivalents and restricted cash $ 18,319 $ (38,468)
Cash, cash equivalents and restricted cash, end of year $ 48,076 $ 29,757

ENERGY RECOVERY, INC.

SUPPLEMENTAL FINANCIAL INFORMATION

(Unaudited)

Channel Revenue

Three Months Ended December 31, Years Ended December 31,
2025 2024 vs. 2024 2025 2024 vs. 2024
(In thousands, except percentages)
Megaproject $ 49,647 $ 46,475 up 7% $ 82,885 $ 95,399 down 13%
Original equipment manufacturer 10,620 16,315 down 35% 31,940 31,525 up 1%
Aftermarket 6,604 4,285 up 54% 20,162 18,024 up 12%
Total revenue $ 66,871 $ 67,075 no change $ 134,987 $ 144,948 down 7%

Segment Activity

Three Months Ended December 31,
2025 2024
Water Emerging Technologies Corporate Total Water Emerging Technologies Corporate Total
(In thousands)
Revenue $ 66,871 $ $ $ 66,871 $ 66,959 $ 116 $ $ 67,075
Cost of revenue 22,113 (203) 21,910 19,756 199 19,955
Gross profit (loss) 44,758 203 44,961 47,203 (83) 47,120
Operating expenses
General and administrative 1,372 355 4,285 6,012 2,490 913 4,900 8,303
Sales and marketing 3,535 1,053 358 4,946 4,324 1,856 574 6,754
Research and development 1,742 1,172 2,914 1,205 2,767 3,972
Restructuring charges (105) (76) (45) (226) 1,147 832 497 2,476
Total operating expenses 6,544 2,504 4,598 13,646 9,166 6,368 5,971 21,505
Operating income (loss) $ 38,214 $ (2,301) $ (4,598) 31,315 $ 38,037 $ (6,451) $ (5,971) 25,615
Other income, net 821 1,240
Income before income taxes $ 32,136 $ 26,855
Years Ended December 31,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
2025 2024
Water Emerging Technologies Corporate Total Water Emerging Technologies Corporate Total
(In thousands)
Revenue $ 134,702 $ 285 $ $ 134,987 $ 144,310 $ 638 $ $ 144,948
Cost of revenue 46,923 133 47,056 47,389 626 48,015
Gross profit 87,779 152 87,931 96,921 12 96,933
Operating expenses
General and administrative 5,686 2,350 21,733 29,769 8,127 3,821 21,126 33,074
Sales and marketing 13,664 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
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
Operating income (loss) $ 61,980 $ (14,384) $ (23,707) 23,889 $ 67,441 $ (23,694) $ (24,023) 19,724
Other income, net 3,706 6,011
Income before income taxes $ 27,595 $ 25,735

Stock-based Compensation

Three Months Ended December 31, Years Ended December 31,
2025 2024 2025 2024
(In thousands)
Stock-based compensation expense charged to:
Cost of revenue $ 91 $ 96 $ 543 $ 1,076
General and administrative 841 641 3,307 4,013
Sales and marketing 651 722 2,859 3,489
Research and development 30 351 1,010 1,744
Total stock-based compensation expense $ 1,613 $ 1,810 $ 7,719 $ 10,322

ENERGY RECOVERY, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (1)

(Unaudited)

This press release includes certain non-GAAP financial information because we plan and manage our business using such information. The following table reconciles the GAAP financial information to the non-GAAP financial information.

Quarter-to-Date Year to Date
Q4'2025 Q4'2024 2025 2024
(In millions, except shares, per share and percentages)
Operating margin 46.8 % 38.2 % 17.7 % 13.6 %
Stock-based compensation 2.4 2.7 5.7 7.1
Executive transition costs 0.7 3.7
Restructuring charges (0.3) 3.7 0.2 1.7
Impairment of long-lived assets 0.3
Adjusted operating margin 48.9 % 45.2 % 23.9 % 26.2 %
Net income $ 26.9 $ 23.5 $ 23.0 $ 23.1
Stock-based compensation 1.6 1.8 7.7 10.3
Executive transition costs (2) 0.4 4.8
Restructuring charges (2) (0.2) 2.2 0.3 2.2
Impairment of long-lived assets (2) 0.3
Stock-based compensation discrete tax item (0.2) 0.4 (0.1) 0.3
Adjusted net income $ 28.2 $ 28.3 $ 31.2 $ 40.7
Net income per share $ 0.51 $ 0.41 $ 0.43 $ 0.40
Adjustments to net income per share (3) 0.02 0.09 0.15 0.31
Adjusted net income per share $ 0.53 $ 0.50 $ 0.58 $ 0.71
Net income $ 26.9 $ 23.5 $ 23.0 $ 23.1
Stock-based compensation 1.6 1.8 7.7 10.3
Depreciation and amortization 0.9 1.0 3.8 4.0
Executive transition costs 0.4 5.4
Restructuring charges (0.2) 2.5 0.3 2.5
Impairment of long-lived assets 0.4
Other income, net (0.8) (1.2) (3.7) (6.0)
Provision for income taxes 5.2 3.4 4.6 2.7
Adjusted EBITDA $ 33.6 $ 31.3 $ 36.0 $ 42.0
Free cash flow
Net cash provided by operating activities $ 7.1 $ 9.0 $ 18.8 $ 20.5
Capital expenditures (0.7) (0.1) (1.3) (1.3)
Free cash flow $ 6.4 $ 8.9 $ 17.4 $ 19.2

(1)Amounts may not total due to rounding.

(2)Amounts presented are net of tax.

(3)Refer to the sections “Use of Non-GAAP Financial Measures” for description of items included in adjustments.