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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): August 5, 2026

			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. ¨

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Item 2.02    Results of Operations and Financial Condition

On August 5, 2026, Energy Recovery, Inc. (the “Company”) issued an earnings press release announcing its financial results for the second quarter and six months ended June 30, 2026. 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 9.01    Financial Statements and Exhibits

(d)    Exhibits

Exhibit Number						Description
99.1						Press release of Energy Recovery, Inc., dated August 5, 2026, to report its financial results for the second quarter and six months ended June 30, 2026.

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:    August 5, 2026

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

Exhibit 99.1

Energy Recovery Reports its Second Quarter 2026 Financial Results

SAN LEANDRO, Calif. - August 5, 2026 – Energy Recovery, Inc. (Nasdaq:ERII) (“Energy Recovery”, “Company”, “we”, and “our”) today announced its financial results for the second quarter and six months ended June 30, 2026. Management has released a letter to shareholders reviewing business and financial updates from the second 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).

Second Quarter Highlights

•Revenue of $12.0 million, a decrease of $16.1 million, as compared to Q2’2025.

•Gross margin of 74.7%, as compared to gross margin of 64.0% in Q2’2025 primarily due to to indirect manufacturing costs and channel mix, partially offset by lower volume.

•Operating expenses of $14.8 million, a decrease of 10.0%, as compared to Q2’2025, primarily due to lower employee compensation costs, including stock-based compensation expense, and lower consulting costs, partially offset by restructuring charges incurred in Q2’2026.

•Loss from operations of $5.9 million, a decrease of $7.4 million as compared to income from operations of $1.5 million during Q2’2025, due primarily to lower revenue due to the war in Iran.

•Net loss of $3.2 million and adjusted EBITDA(1) loss of $2.6 million.

•Cash and investments of $98.1 million, which includes cash, cash equivalents, and short- and long-term investments.

Financial Highlights

			Quarter to Date																					Year to Date
			Q2’2026						Q2’2025						vs. Q2’2025									2026						2025						2026 vs. 2025
			(In millions, except net income (loss) per share, percentages and basis points)
Revenue			$12.0						$28.1						down 57%									$21.7						$36.1						down 40%
Gross margin			74.7%						64.0%						up 1070 bps									53.7%						62.1%						down 840 bps
Operating margin			(49.0%)						5.3%						NM									(95.6%)						(30.7%)						NM
Net income (loss)			($3.2)						$2.1						down 256%									($15.4)						($7.8)						down 97%
Diluted earnings (loss) per share			($0.06)						$0.04						down $0.10									($0.30)						($0.14)						down $0.16
Effective tax rate																								19.1%						14.0%
Cash provided by operations			$16.3						$4.1															$37.3						$14.8

Non-GAAP Financial Highlights (1)

			Quarter to Date																					Year to Date
			Q2’2026						Q2’2025						vs. Q2’2025									2026						2025						2026 vs. 2025
			(In millions, except adjusted net income (loss) per share, percentages and basis points)
Adjusted operating margin			(30.4%)						12.2%						down 4260 bps									(54.0%)						(17.4%)						NM
Adjusted net income (loss)			($1.4)						$3.7						down 136%									($7.1)						($3.3)						down 116%
Adjusted earnings (loss) per share			($0.03)						$0.07						down $0.10									($0.14)						($0.06)						down $0.08
Adjusted EBITDA			($2.6)						$4.4															($9.7)						($4.4)
Free cash flow			$15.4						$4.0															$35.7						$14.5

(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.

NM    Not Meaningful

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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, 2025, 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 (loss), adjusted earnings (loss) 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 (loss) from operations which excludes i) stock-based compensation; ii) restructuring charges, iii) restructuring - inventory reserve, iv) impairment of long-lived assets, and v) impairment of goodwill, divided by revenues.

•Adjusted net income (loss) is a non-GAAP financial measure that the Company defines as net income (loss) which excludes i) stock-based compensation; ii) restructuring charges; iii) restructuring - inventory reserve, iv) impairment of long-lived assets; v) impairment of goodwill and vi) the applicable tax effect of the excluded items including the stock-based compensation discrete tax item.

•Adjusted earnings (loss) per share is a non-GAAP financial measure that the Company defines as net income (loss), which excludes i) stock-based compensation; ii) restructuring charges; iii) restructuring - inventory reserve, iv) impairment of long-lived assets; v) impairment of goodwill and vi) 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 (loss) which excludes i) depreciation and amortization; ii) stock-based compensation; iii) restructuring charges; iv) restructuring - inventory reserve, v) impairment of long-lived assets; vi) impairment of goodwill vii) other income, net, such as interest income and other non-operating income (expense), net; and viii) provision for (benefit from) 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.

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Conference Call to Discuss Financial Results

LIVE CONFERENCE Q&A CALL:

Wednesday, August 5, 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: Saturday, September 5, 2026

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

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

Access code: 13760218

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

[email protected]

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ENERGY RECOVERY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

			June 30, 2026						December 31, 2025
			(In thousands)
ASSETS
Cash, cash equivalents and investments			$	98,074					$	83,283
Accounts receivable and contract assets			14,237						78,286
Inventories, net			38,242						24,260
Prepaid expenses and other assets			3,888						3,416
Property, equipment and operating leases			19,298						20,635
Goodwill			11,128						12,790
Deferred tax assets and other assets			12,869						8,844
TOTAL ASSETS			$	197,736					$	231,514
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Accounts payable, accrued expenses, and other liabilities, current			$	14,791					$	13,784
Contract liabilities and other liabilities, non-current			2,234						2,109
Lease liabilities			8,233						9,429
Total liabilities			25,258						25,322
Stockholders’ equity			172,478						206,192
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	197,736					$	231,514

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ENERGY RECOVERY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

						Three Months Ended June 30,												Six Months Ended June 30,
						2026						2025						2026						2025
						(In thousands, except per share data)
Revenue						$	11,996					$	28,051					$	21,702					$	36,116
Cost of revenue						3,039						10,097						8,411						13,704
Restructuring - inventory reserve						—						—						1,632						—
Gross profit						8,957						17,954						11,659						22,412
Operating expenses
General and administrative						6,801						7,669						13,256						16,243
Sales and marketing						4,336						5,360						9,455						10,266
Research and development						2,849						3,451						5,638						6,452
Restructuring charges						855						—						2,391						539
Impairment of goodwill						—						—						1,662						—
Total operating expenses						14,841						16,480						32,402						33,500
Income (loss) from operations						(5,884)						1,474						(20,743)						(11,088)
Other income, net						802						914						1,635						1,993
Income (loss) before income taxes						(5,082)						2,388						(19,108)						(9,095)
Provision for (benefit from) income taxes						(1,884)						334						(3,659)						(1,269)
Net income (loss)						$	(3,198)					$	2,054					$	(15,449)					$	(7,826)
Net income (loss) per share
Basic						$	(0.06)					$	0.04					$	(0.30)					$	(0.14)
Diluted						$	(0.06)					$	0.04					$	(0.30)					$	(0.14)
Number of shares used in per share calculations
Basic						51,463						54,257						52,058						54,578
Diluted						51,463						54,486						52,058						54,578

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ENERGY RECOVERY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

												Six Months Ended June 30,
																		2026						2025
												(In thousands)
Cash flows from operating activities:
Net loss																		$	(15,449)					$	(7,826)
Non-cash adjustments																		4,979						4,706
Net cash provided by operating assets and liabilities																		47,813						17,944
Net cash provided by operating activities																		37,343						14,824
Cash flows from investing activities:
Net investment in marketable securities																		(1,303)						33,882
Capital expenditures																		(1,689)						(326)
Proceeds from sales of fixed assets																		13						10
Net cash (used in) provided by investing activities																		(2,979)						33,566
Cash flows from financing activities:
Net proceeds from issuance of common stock																		132						1,459
Tax payment for employee shares withheld																		(682)						(476)
Repurchase of common stock and net excise tax activity																		(20,432)						(22,009)
Net cash used in financing activities																		(20,982)						(21,026)
Effect of exchange rate differences																		(20)						60
Net change in cash, cash equivalents and restricted cash																		$	13,362					$	27,424
Cash, cash equivalents and restricted cash, end of period																		$	61,438					$	57,181

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ENERGY RECOVERY, INC.

SUPPLEMENTAL FINANCIAL INFORMATION

(Unaudited)

Channel Revenue

			Three Months Ended June 30,																		Six Months Ended June 30,
			2026						2025						vs. 2025						2026						2025						vs. 2025
			(In thousands, except percentages)
Original equipment manufacturer			$	5,178					$	8,357					down 38%						$	11,766					$	12,358					down 5%
Aftermarket			4,112						4,892						down 16%						6,866						8,920						down 23%
Megaproject			2,706						14,802						down 82%						3,070						14,838						down 79%
Total revenue			$	11,996					$	28,051					down 57%						$	21,702					$	36,116					down 40%

Segment Activity

						Three Months Ended June 30,
						2026																								2025
						Desalination						Wastewater						Corporate and Other						Total						Desalination						Wastewater						Corporate and Other						Total
						(In thousands)
Revenue						$	11,483					$	513					$	—					$	11,996					$	25,500					$	2,339					$	212					$	28,051
Cost of revenue						2,781						258						—						3,039						9,259						667						171						10,097
Restructuring - inventory reserve						—						—						—						—						—						—						—						—
Gross profit						8,702						255						—						8,957						16,241						1,672						41						17,954
Operating expenses
General and administrative						1,025						872						4,904						6,801						788						535						6,346						7,669
Sales and marketing						2,453						1,209						674						4,336						2,183						1,097						2,080						5,360
Research and development						2,391						262						196						2,849						1,370						234						1,847						3,451
Restructuring charges						—						—						855						855						—						—						—						—
Total operating expenses						5,869						2,343						6,629						14,841						4,341						1,866						10,273						16,480
Operating income (loss)						$	2,833					$	(2,088)					$	(6,629)					(5,884)						$	11,900					$	(194)					$	(10,232)					1,474
Other income, net																								802																								914
Income (loss) before income taxes																								$	(5,082)																							$	2,388

						Six Months Ended June 30,
						2026																								2025
						Desalination						Wastewater						Corporate and Other						Total						Desalination						Wastewater						Corporate and Other						Total
						(In thousands)
Revenue						$	20,390					$	1,114					$	198					$	21,702					$	33,259					$	2,644					$	213					$	36,116
Cost of revenue						7,723						628						60						8,411						12,641						846						217						13,704
Restructuring - inventory reserve						—						—						1,632						1,632						—						—						—						—
Gross profit (loss)						12,667						486						(1,494)						11,659						20,618						1,798						(4)						22,412
Operating expenses
General and administrative						1,781						1,853						9,622						13,256						1,633						1,263						13,347						16,243
Sales and marketing						4,938						2,372						2,145						9,455						4,291						2,134						3,841						10,266
Research and development						4,007						398						1,233						5,638						2,219						563						3,670						6,452
Restructuring charges						335						18						2,038						2,391						107						103						329						539
Impairment of goodwill						—						—						1,662						1,662						—						—						—						—
Total operating expenses						11,061						4,641						16,700						32,402						8,250						4,063						21,187						33,500
Operating income (loss)						$	1,606					$	(4,155)					$	(18,194)					(20,743)						$	12,368					$	(2,265)					$	(21,191)					(11,088)
Other income, net																								1,635																								1,993
Income before income taxes																								$	(19,108)																							$	(9,095)

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Stock-based Compensation

			Three Months Ended June 30,												Six Months Ended June 30,
			2026						2025						2026						2025
			(In thousands)
Stock-based compensation expense charged to:
Cost of revenue			$	145					$	148					$	243					$	296
General and administrative			429						728						1,398						1,598
Sales and marketing			582						701						1,253						1,380
Research and development			230						359						455						625
Total stock-based compensation expense			$	1,386					$	1,936					$	3,349					$	3,899

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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
			Q2'2026						Q2'2025												Q2'2026						Q2'2025
			(In millions, except shares, per share and percentages)
Operating margin			(49.0)		%				5.3		%										(95.6)		%				(30.7)		%
Stock-based compensation			11.6						6.9												15.4						10.8
Restructuring charges			7.1						—												11.0						1.5
Impairment of long-lived assets			—						—												—						1.0
Restructuring - inventory reserve			—						—												7.5						—
Impairment of goodwill			—						—												7.7						—
Adjusted operating margin			(30.4)		%				12.2		%										(54.0)		%				(17.4)		%
Net income (loss)			$	(3.2)					$	2.1											$	(15.4)					$	(7.8)
Stock-based compensation			1.4						1.9												3.3						3.9
Restructuring charges (2)			0.5						—												2.1						0.5
Impairment of long-lived assets (2)			—						—												—						0.3
Restructuring - inventory reserve(2)			—						—												1.4						—
Impairment of goodwill (2)			—						—												1.4						—
Stock-based compensation discrete tax item			(0.1)						(0.3)												0.1						(0.2)
Adjusted net income (loss)			$	(1.4)					$	3.7											$	(7.1)					$	(3.3)
Net income (loss) per share			$	(0.06)					$	0.04											$	(0.30)					$	(0.14)
Adjustments to net income (loss) per share (3)			0.03						0.03												0.16						0.08
Adjusted earnings (loss) per share			$	(0.03)					$	0.07											$	(0.14)					$	(0.06)
Net income (loss)			$	(3.2)					$	2.1											$	(15.4)					$	(7.8)
Stock-based compensation			1.4						1.9												3.3						3.9
Depreciation and amortization			1.0						0.9												2.0						1.9
Restructuring charges			0.9						—												2.4						0.5
Impairment of long-lived assets			—						—												—						0.4
Restructuring - inventory reserve			—						—												1.6						—
Impairment of goodwill			—						—												1.7						—
Other income, net			(0.8)						(0.9)												(1.6)						(2.0)
Provision for (benefit from) income taxes			(1.9)						0.3												(3.7)						(1.3)
Adjusted EBITDA			$	(2.6)					$	4.4											$	(9.7)					$	(4.4)
Free cash flow
Net cash provided by operating activities			$	16.3					$	4.1											$	37.3					$	14.8
Capital expenditures			(0.9)						(0.1)												(1.7)						(0.3)
Free cash flow			$	15.4					$	4.0											$	35.7					$	14.5

(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.