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Energy Recovery, Inc.

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 4, 2026

ERII$7.15+6.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001421517-26-000083

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-04.

0001421517-26-000093

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 220 previous paragraphs and 210 current paragraphs.

117 unchanged; 70 reworded; 22 added; 27 removed; 6 previous and 1 current paragraphs rearranged.

Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (22)

Current report

•Desalination: The decrease in revenue of $0.3 million was due primarily to lower shipments of products to the America and Africa

Current report

•Wastewater: The decrease in revenue of $2.4 million was due primarily to lower shipments of products to the Asia and Europe

Current report

Nine months ended September 30, 2026, as compared to thenine months ended September 30, 2025

Current report

•Wastewater: The decrease in revenue of $3.8 million was due primarily to lower shipments of products to the Asia and Europe

Current report

Thedecrease in gross profit and gross margin for the three months ended September 30, 2026, as compared to the prior year, was

Current report

due primarily to lower volume as well as product mix and indirect manufacturing costs, partially offset by channel mix.

Current report

Thedecrease in gross profit and gross margin for thenine months ended September 30, 2026, as compared to the prior year, was

Current report

retail grocery business, partially offset by product and channel mix.

Current report

employee compensation costs, including stock-based compensation expense and consulting costs.

Current report

Nine months ended September 30, 2026, as compared to thenine months ended September 30, 2025

Current report

primarily due to higher consulting costs, which was offset by lower employee compensation costs, including stock-based compensation costs.

Current report

approximately$19.3 million. No shares were purchased during the three months ended September 30, 2026.

Current report

$3.7 million of which 287,700 and 444,600 shares were purchased during thethree and nine months ended September 30, 2026 at an

Current report

aggregate cost of$2.4 million and$3.7 million, respectively.
Removed paragraphs (27)

Previous report

•Desalination: The decrease in revenue of $1.3 million was due primarily to lower shipments of products to the Asia and Africa

Previous report

•Wastewater: The decrease in revenue of $1.9 million was due primarily to lower shipments of products to the Asia markets.

Previous report

Six months ended June 30, 2026, as compared to thesix months ended June 30, 2025

Previous report

•Wastewater: The decrease in revenue of $1.4 million was due primarily to lower shipments of products to the Asia market.

Previous report

The decrease in gross profit for the three months ended June 30, 2026, as compared to the prior year, was due primarily to lower

Previous report

volume as compared to the prior year, partially offset by decreases to indirect manufacturing costs and channel mix.

Previous report

Theincrease ingross margin for the three months ended June 30, 2026, as compared to the prior year, was due primarily to indirect

Previous report

manufacturing costs and channel mix, partially offset by lower volume.

Previous report

Thedecrease ingross profit and gross margin for thesix months ended June 30, 2026, as compared to the prior year, was due

Previous report

the wind down of the CO 2 retail grocery business, as well as increased costs related to product and channel mix, pricing, and tariffs, partially

Previous report

offset by improvements to indirect manufacturing costs during thesix months ended June 30, 2026.

Previous report

restructuring charges incurred in thethree months ended June 30, 2026.

Previous report

due to higher employee costs, including stock-based compensation expense.

Previous report

development costs, partially offset byrestructuring charges incurred in the three months ended June 30, 2026.

Previous report

of approximately$0.9 million during the three months ended June 30, 2026. The total restructuring charge recorded relates to severance and

Previous report

Six months ended June 30, 2026, as compared to thesix months ended June 30, 2025

Previous report

primarily due to to higher employee costs and higher consulting costs.

Previous report

156,900 shares were purchased during thethree and six months ended June 30, 2026.

Previous report

•Accrued liabilities: an increase in cash provided due to incentives and restructuring expenses paid out in 2025, partially offset by,
Reworded paragraphs (70)

Previous wording

Item 2 — Management’s Discussion and Analysis of Financial Condition and

Current wording

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of

Previous wording

During thesix months ended June 30, 2026, we changed the composition of our reportable segments to better reflect how the CODM

Current wording

During thenine months ended September 30, 2026, we changed the composition of our reportable segments to reflect the change in

Previous wording

manages the business. During the fist quarter of fiscal 2026, the Water segment was separated into two segments, the Desalination segment

Current wording

how the CODM manages the business. During thefirst quarter of fiscal 2026, the Water segment was separated into two segments, the

Previous wording

and the Wastewater segment. Duringthe first quarter of fiscal 2026, the CO 2 retail grocery business within the Emerging Technologies

Current wording

Desalination segment and the Wastewater segment. During thefirst quarter of fiscal 2026, the CO 2 retail grocery business within the

Previous wording

segment was wound-down, which resulted in the Emerging Technologies segment no longer meeting the criteria of a reportable segment as

Current wording

Emerging Technologies segment was wound-down, which resulted in the Emerging Technologies segment no longer meeting the criteria of a

Previous wording

of the second quarter of fiscal 2026. As a result, revenue and expenses associated with the former Emerging Technologies segment have

Current wording

reportable segment as of the second quarter of fiscal 2026. As a result, revenue and expenses associated with the former Emerging

Previous wording

been included within Corporate and Other. Prior periods have been recast to conform to the current year presentation.

Current wording

Technologies segment have been included within Corporate and Other. Prior periods have been recast to conform to the current year

Previous wording

A discussion regarding our financial condition and results of operations for thethree and six months ended June 30, 2026, compared

Current wording

A discussion regarding our financial condition and results of operations for thethree and nine months ended September 30, 2026,

Previous wording

to thethree and six months ended June 30, 2025, is presented below.

Current wording

compared to thethree and nine months ended September 30, 2025, is presented below.

Previous wording

Thedecrease in Original Equipment Manufacturer (“OEM”) revenue of$3.2 million was due primarilyto:

Current wording

Thedecrease in Original Equipment Manufacturer (“OEM”) revenue of$2.7 million was due primarily to:

Previous wording

markets, partially offset by higher shipments of products to the America, Europe and Middle East markets.

Current wording

markets, partially offset by higher shipments of products to the Europe, Asia, and Middle East markets.

Previous wording

Thedecrease in After Market (“AM”)revenue of$0.8 million was due primarily to lower shipment of products to the Europe and Asia

Current wording

Thedecrease in After Market (“AM”) revenueof$0.6 million was due primarily to lower shipment of products to the Africa market.

Previous wording

Thedecrease in Megaproject (“MPD”) revenue of$12.1 million was primarily due to lower shipments of products to the Europe,

Current wording

Thedecrease in Megaproject (“MPD”) revenue of$17.5 million was dueprimarily to lower shipments of products to the Africa, Asia,

Previous wording

Thedecrease in OEM revenue of$0.6 million was due primarily to:

Current wording

Thedecrease in OEM revenue of$3.3 million was due primarily to:

Previous wording

•Desalination: The increase in revenue of $0.8 million was due primarily to higher shipments of products to the Europe, Middle

Current wording

•Desalination: The increase in revenue of $0.5 million was due primarily to higher shipments of products to the Europe and Middle

Previous wording

East and Africa markets, partially offset by lower shipments of products to the Asia market.

Current wording

East markets, partially offset by lower shipments of products to the Asia and Africa markets.

Previous wording

Thedecrease in AM revenue of$2.1 million was primarily due to lower shipments to the Asia and Europe markets.

Current wording

Thedecrease in AM revenue of$2.7 million was primarily due to lower shipments to the Asia, Europe, and Africa markets.

Previous wording

Thedecrease in MPD revenue of$11.8 million was due primarily to lower shipments to the Europe, Asia and Middle East markets.

Current wording

Thedecrease in MPD revenue of$29.2 million was due primarily to lower shipments to the Asia, Africa, Europe and Middle East

Previous wording

Gross profit represents revenue less cost of revenue. Cost of revenue consists primarily of raw materials, personnel costs (including

Current wording

Gross profit represents revenue less cost of revenue and restructuring - inventory reserve. Cost of revenue consists primarily of raw

Previous wording

stock-based compensation), manufacturing overhead, warranty costs, and depreciation expense.

Current wording

materials, personnel costs (including stock-based compensation), manufacturing overhead, warranty costs, and depreciation expense.

Previous wording

primarily to lower volume as compared to the prior year as well as$1.6 million of restructuring charges booked to inventory associated with

Current wording

due primarily to lower volume as well as$1.6 million of restructuring charges booked to inventory associated with the wind down of the CO 2

Previous wording

three months ended June 30, 2026, as compared to the comparable periodsinthe prior year, are discussed within the following overall

Current wording

three and nine months ended September 30, 2026, as compared to the comparable periodsin the prior year, are discussed within the

Previous wording

operating expenditures, and the segment and corporate operating expenses discussions below.

Current wording

following overall operating expenditures, and the segment and corporate operating expenses discussions below.

Previous wording

Overall Operating Expenditures. Overall operating expenditures decreased$1.6 million, or(10.0%). This decrease was primarily due

Current wording

Overall Operating Expenditures. Overall operating expenditures decreased$2.9 million, or(17.2%). This decrease was primarily due

Previous wording

to lower employee compensation costs, including stock-based compensation expense, and lower consulting costs, partially offset by

Current wording

to lower employee compensation costs, including stock-based compensation expense, and lower consulting costs.

Previous wording

Desalination Segment. Desalination segment operating expenses increased by$1.5 million, or 35.2%. This increase was primarily

Current wording

Desalination Segment. Desalination segment operating expenses increased by$0.8 million, or 15.7%. This increase was primarily

Previous wording

Wastewater Segment. Wastewater segment operating expenses increased by$0.5 million, or 26%. This increase was primarily due

Current wording

Wastewater Segment. Wastewater segment operating expenses decreased by$0.5 million, or(23.8%). This decrease was primarily

Previous wording

Corporate and Other. Corporate and Other decreased by$3.6 million, or(35.5)%. This decrease was primarily due to lower

Current wording

Corporate and Other. Corporate and Other decreased by$3.2 million, or(32.1)%. This decrease was primarily due to lower

Previous wording

Overall Operating Expenditures. Overall operating expenditures decreased by$1.1 million, or(3.3%). This decrease was primarily

Current wording

Overall Operating Expenditures. Overall operating expenditures decreased by$4.0 million, or(7.9%). This decrease was primarily

Previous wording

due to to lower employee compensation costs, including stock-based compensation expense, and lower consulting costs, and waspartially

Current wording

due to lower employee compensation costs, including stock-based compensation expense, and lower consulting costs, and was partially

Previous wording

partially offset byimpairment of goodwill and restructuring charges incurred as part of the wind down of the CO 2 retail grocery business.

Current wording

offset byimpairment of goodwill and restructuring charges incurred as part of the wind down of the CO 2 retail grocery business.

Previous wording

Desalination Segment. Desalination segment related operating expenses increased by$2.8 million, or 34.1%. This increase was

Current wording

Desalination Segment. Desalination segment related operating expenses increased by$3.6 million, or 27.2%. This increase was

Previous wording

primarily due to to higher employee costs, including stock-based compensation costs, and higher restructuring charges.

Current wording

primarily due to higher employee compensation costs, including stock-based compensation costs and higher restructuring charges.

Previous wording

Wastewater Segment. Wastewater segment related operating expenses increased by$0.6 million, or 14.2%. This increase was

Current wording

Wastewater Segment. Wastewater segment related operating expenses increased by$0.1 million, or 1.6%. This increase was

Previous wording

Corporate and Other. Corporate and Other decreased by$4.5 million, or(21.2)%. This decrease was primarily due to lower

Current wording

Corporate and Other. Corporate and Other decreased by$7.7 million, or (24.7)%. This decrease was primarily due to lower

Previous wording

offset byimpairment of goodwill and restructuring charges incurred as part of the wind down of the CO2 retail grocery business.

Current wording

development costs, partially offset byimpairment of goodwill and restructuring charges incurred as part of the wind down of the CO 2 retail

Previous wording

approximately$2.4 million during thesix months ended June 30, 2026. The total restructuring charge recorded relates to severance and

Current wording

approximately$2.4 million during thenine months ended September 30, 2026. The total restructuring charge recorded relates to severance

Previous wording

benefits, including reemployment assistance, for 23 terminated employees. In addition to the restructuring charges, we incurred other related

Current wording

and benefits, including reemployment assistance, for 23 terminated employees. In addition to the restructuring charges, we incurred other

Previous wording

charges associated with the wind down of the CO 2 retail grocery business, including excess and obsolescence reserves taken on CO 2

Current wording

related charges associated with the wind down of the CO 2 retail grocery business, including excess and obsolescence reserves taken on CO 2

Previous wording

plan was substantially complete by the end of thesecond quarter of fiscal year 2026 and we do not expect to incur significant additional

Current wording

plan was substantially complete by the end of the second quarter of fiscal year 2026 and we do not expect to incur significant additional

Showing the first 40 of 70 pairs. Open the source sections for the rest.

Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

due to lower employee compensation costs, including stock-based compensation expense.
Rearranged previous paragraphs (6)

Previous report — wording carried elsewhere

markets, partially offset by higher shipments of products to the Middle East market.

Previous report — wording carried elsewhere

Restructuring Charges. During the first quarter of fiscal year 2026, we wound down operations of the CO 2 retail grocery business

Previous report — wording carried elsewhere

within our Emerging Technologies segment due to a fundamental change in the outlook of the business. We recorded a restructuring charge

Previous report — wording carried elsewhere

benefits, including reemployment assistance, for 23 terminated employees. The restructuring plan was substantially complete by the end of

Previous report — wording carried elsewhere

the second quarter of fiscal year 2026 and we do not expect to incur significant additional expenses related to the restructuring.

Previous report — wording carried elsewhere

employee costs, including stock-based compensation expense, lower consulting costs and lower emerging technology development costs,