Energy Recovery Inc

10b5-1 Plans

As set forth below, during the three months ended December 31, 2024, one officer (within the meaning of Rule 16a-1(f) under the

Securities Exchange Act of 1934, as amended) hasadopted and terminated a Rule 10b5-1 trading arrangement. There has beenno non-

Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K).

(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.

(3)The trading arrangement covers the sale of 67,281 shares of the Company’s common stock held by the participant at market price at various dates

during the plan active period. This plan is scheduled to expire on July 31, 2025 or upon the completion of all sales thereunder.

Insider Trading Policy

We have adopted an Insider Trading Policy (the “Policy”), which outlines the trading policies and procedures governing the purchase,

sale, and other dispositions of the Company’s securities by directors, officers and employees that are reasonably designed to promote

compliance with insider trading laws, rules and regulations, and Nasdaq listing standards applicable to thecompany. A copy of the Policy is

filed as an exhibit to this Annual Report of Form 10-K.

The Policy prohibits all employees of the Company from using or pledging Energy Recovery’s securities as collateral in a margin

account. Unless expressly approved in advance by our Compliance Officer, no employee of the Company may enter into a loan that uses or

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 hedging or

monetization transactions involving Energy Recovery’s securities, such as zero-cost collars and forward sale contracts, or from contributing

Energy Recovery’s securities to exchange funds that could be interpreted as having the effect of hedging in Energy Recovery’s securities. All

other employees of the Company are strongly discouraged from engaging in hedging activities.

Form Equity Incentive Plan Agreement

On January 23, 2025, the Compensation Committee of the Board adopted a new form of performance restricted stock unit (“PRSU”)

award agreement under the 2020 Equity Incentive Plan (the “2020 Plan”), to among other things, define the terms of the performance metrics

and performance period for such PRSUs.

The foregoing is a summary description of the material terms of the form of PRSU award agreement, and is qualified in its entirety by

the text of the form, which are attached hereto as Exhibit 10.20 and incorporated herein by reference.