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  4. [8-K] CADIZ INC Reports Material Event

Cadiz Inc. (NASDAQ: CDZI) sets $403.3M budget for Northern Pipeline

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cadiz Inc., through its affiliate Fenner Gap Mutual Water Company, entered into two Construction Manager at Risk agreements on July 27, 2026 for the Mojave Groundwater Bank Northern Pipeline. The W.M. Lyles Co. agreement sets a $218.9 million guaranteed maximum price (GMP) for pump-station facilities, including a 15% project contingency. A separate agreement with Mike Bubalo Construction Co., Inc. sets a $54.9 million GMP for pipeline replacement and related facilities, including a 10% contingency.

Together, these GMPs total $273.8 million for the primary construction packages. Based on Cadiz’s current capital budget, total construction capital expenditures to place the Northern Pipeline into service are estimated at $403.3 million, including owner-procured equipment and wellfield facilities. The pipeline is designed to deliver approximately 21,275 acre-feet per year under existing water supply contracts, with potential capacity of 25,000 acre-feet per year. Construction will begin after notices to proceed and satisfaction of financing, permitting and other preconstruction conditions, which is expected to occur in the current calendar year.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Pump-station GMP $218.9 million Guaranteed maximum price under W.M. Lyles Co. agreement for Northern Pipeline pump-station facilities
Lyles contingency 15% Project contingency included within the W.M. Lyles Co. guaranteed maximum price
Pipeline replacement GMP $54.9 million Guaranteed maximum price under Mike Bubalo Construction Co., Inc. agreement for pipeline replacement and related facilities
Bubalo contingency 10% Project contingency included within the Mike Bubalo Construction Co., Inc. guaranteed maximum price
Aggregate GMPs $273.8 million Combined guaranteed maximum prices for primary pipeline replacement and pump-station construction packages
Total construction capex budget $403.3 million Estimated construction capital expenditures to place the Northern Pipeline into service
Contracted delivery capacity 21,275 acre-feet per year Water deliveries under existing water supply contracts supported by the Northern Pipeline
Potential total capacity 25,000 acre-feet per year Estimated maximum water conveyance capacity of the Northern Pipeline
Construction Manager at Risk financial
"entered into two agreements for the engineering, procurement and construction of the Mojave Groundwater Bank Northern Pipeline project (the “Northern Pipeline”). As described in greater detail below under Item 1.01, these agreements are Construction Manager at Risk"
A construction manager at risk is a project delivery approach where a construction professional is hired early to help plan and then agrees to complete the work for an agreed maximum price, taking responsibility if costs exceed that cap. Think of it like hiring a contractor who sets a top-end price for a home renovation and assumes the extra expense if overruns occur. Investors care because this shifts cost and schedule risk off the owner, improves budget predictability, and can affect project timelines and financial returns.
guaranteed maximum prices financial
"these agreements are Construction Manager at Risk (“CMAR”) agreements establishing guaranteed maximum prices (“GMPs”) for the project’s principal construction packages"
Mojave Groundwater Bank technical
"Fenner Gap Mutual Water Company (“Fenner Gap”), the mutual water company formed by Cadiz in 2010 to manage and operate the Mojave Groundwater Bank"
project contingency financial
"The Lyles Agreement establishes a GMP of approximately $218.9 million for the pump-station facilities ... The GMP includes 15% of project contingency"
acre-feet per year technical
"deliver approximately 21,275 acre-feet per year under existing water supply contracts. The potential total capacity of the Northern Pipeline is estimated at 25,000 acre-feet per year"
An acre-foot per year is a measure of water volume used or supplied over the course of one year — one acre-foot equals the amount of water that would cover a one-acre area to a depth of one foot. Investors use it to compare and quantify annual water rights, utility deliveries, irrigation needs or reservoir capacity the same way they would track yearly production or sales; thinking of it as how many backyard swimming pools or football fields worth of water are used each year makes the concept tangible.

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FAQ

What material agreements did Cadiz (CDZI) enter into for the Mojave Groundwater Bank Northern Pipeline?
Cadiz, via Fenner Gap Mutual Water Company, signed two Construction Manager at Risk agreements on July 27, 2026. W.M. Lyles Co. covers pump-station facilities, and Mike Bubalo Construction Co., Inc. covers pipeline replacement and related facilities for the Northern Pipeline project.

What is the total guaranteed maximum price under Cadiz (CDZI)'s new CMAR contracts?
The two CMAR agreements establish aggregate guaranteed maximum prices of about $273.8 million. This total covers primary pipeline replacement and pump-station construction packages required to place the Mojave Groundwater Bank Northern Pipeline into service and support contracted water deliveries.

How much capital spending does Cadiz (CDZI) estimate for the Northern Pipeline project?
Cadiz currently estimates $403.3 million in construction capital expenditures to place the Northern Pipeline into service. This includes $273.8 million under the CMAR guaranteed maximum prices plus about $129.5 million for owner-procured equipment, additional wellfield facilities and project contingency.

What water delivery capacity will Cadiz (CDZI)'s Northern Pipeline support?
The Northern Pipeline is expected to deliver approximately 21,275 acre-feet per year under existing water supply contracts. Its potential total capacity is estimated at 25,000 acre-feet per year, providing additional headroom beyond the already contracted volumes of water.

When is construction on Cadiz (CDZI)'s Northern Pipeline expected to begin?
Construction is planned to commence after issuance of notices to proceed and satisfaction of financing, permitting and other preconstruction conditions. These steps are expected to occur this calendar year, based on pricing and scheduling assumptions tied to a September 2026 notice to proceed.

How do contingencies and cost overruns work in Cadiz (CDZI)'s CMAR agreements?
The W.M. Lyles Co. GMP includes a 15% contingency and the Bubalo agreement includes 10%. Absent owner-directed changes or other allowed adjustments, cost increases are borne by the contractor or absorbed within contingency, with 50/50 sharing of unused contingency between Fenner Gap and each contractor.
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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):

July 27, 2026

 

Cadiz Inc.
(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-40579   77-0313235

(State or Other Jurisdiction

of Incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

550 S. Hope Street, Suite 2850

Los Angeles, California

   90071
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (213) 271-1600

 

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 (see General Instruction A.2. below):

 

☐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(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

  

CDZI

  

The NASDAQ Global Market

Depositary Shares (each representing a 1/1000th fractional interest in share of 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share)

  

CDZIP

  

The NASDAQ Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 
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. ☐

 

 

 

 

Introductory Note

 

On July 27, 2026, Cadiz Inc. (the “Company,” or “Cadiz”), through its affiliate Fenner Gap Mutual Water Company (“Fenner Gap”), entered into two agreements for the engineering, procurement and construction of the Mojave Groundwater Bank Northern Pipeline project (the “Northern Pipeline”). As described in greater detail below under Item 1.01, these agreements are Construction Manager at Risk (“CMAR”) agreements establishing guaranteed maximum prices (“GMPs”) for the project’s principal construction packages , including pump stations and pipeline replacement; and together with owner-procured equipment and materials subject to contractual pricing, purchase options or supplier quotations, these agreements establish substantially all of the estimated construction capital expenditures required to place the Northern Pipeline into service.

 

The CMAR delivery structure provides Fenner Gap with contractually established guaranteed maximum prices for the project’s principal construction packages while allowing the Company to directly procure major long-lead equipment and materials. This approach is intended to reduce construction cost uncertainty, preserve flexibility to competitively procure major equipment and materials, and establish a defined construction capital budget that can be used in connection with the Company’s project financing activities for the Mojave Groundwater Bank.

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On July 27, 2026, Fenner Gap Mutual Water Company (“Fenner Gap”), the mutual water company formed by Cadiz in 2010 to manage and operate the Mojave Groundwater Bank, entered into a CMAR agreement with W.M. Lyles Co. (the “Lyles Agreement”). The Lyles Agreement establishes a GMP of approximately $218.9 million for the pump-station facilities required for operation of the Northern Pipeline. The GMP includes 15% of project contingency and requires Lyles to complete the covered work within the GMP. Accordingly, absent Fenner Gap-directed changes, delays or other adjustments permitted under the agreement, cost increases associated with the covered work will be borne by Lyles or absorbed within the contingency.

 

Also on July 27, 2026, Fenner Gap entered into a separate CMAR agreement with Mike Bubalo Construction Co., Inc. (the “Bubalo Agreement” and, together with the Lyles Agreement, the “GMP Agreements”). The Bubalo Agreement establishes a GMP of approximately $54.9 million for the pipeline replacement and related facilities required to convert the Northern Pipeline to water conveyance. The guaranteed maximum price includes 10% of project contingency and requires Bubalo to complete the covered work within the GMP. Accordingly, absent Fenner Gap-directed changes, delays or other adjustments permitted under the agreement, cost increases associated with the covered work will be borne by Bubalo or absorbed within the contingency.

 

Together, the GMP Agreements establish aggregate guaranteed maximum prices of approximately $273.8 million for the primary pipeline replacement and pump-station construction packages required to place the Northern Pipeline into service and deliver approximately 21,275 acre-feet per year under existing water supply contracts. The potential total capacity of the Northern Pipeline is estimated at 25,000 acre-feet per year.

 

Based on the Company’s current capital budget, the construction capital expenditures required to place the Northern Pipeline into service are estimated at approximately $403.3 million. This capital budget consists of approximately $273.8 million covered by the GMP Agreements and approximately $129.5 million for owner-procured pumps, replacement pipe and power generation equipment, necessary additional wellfield facilities and customary project contingency. Fenner Gap has secured contractual pricing for the replacement pipe and power generation equipment through existing purchase options and has received supplier quotations for the pumps.

 

The wellfield facilities, representing approximately 5% of the current construction capital budget, or $22 million, are also being competitively procured under a separate GMP structure with contractors with previous experience at the Cadiz Ranch wellfield, and a final GMP is not expected to materially affect the current capital expenditure estimate.

 

The GMP Agreements are subject to customary adjustments for changes in scope, owner-directed changes, delays, differing site conditions and other events specified in the agreements. They also provide for 50/50 sharing of unused contingency between Fenner Gap and the applicable contractor, return of unused allowances to Fenner Gap, and contract-specific early-completion incentive and delay-damages provisions. Construction will commence following issuance of notices to proceed and satisfaction of applicable financing, permitting and other customary preconstruction conditions, which is expected to occur this calendar year. The agreements reflect pricing and scheduling assumptions based on a September 2026 notice to proceed, but do not automatically terminate or reset the GMPs solely if notice to proceed occurs later, although later notice-to-proceed timing may support permitted schedule or price adjustments.

 

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The foregoing descriptions of the GMP Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Lyles Agreement and the Bubalo Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by words such as “expects,” “anticipates,” “plans,” “believes,” “estimates,” “intends,” “projects,” “may,” “will,” “could,” “should,” and similar expressions.

 

Forward-looking statements in this report include, without limitation, statements regarding the Company’s expectations, plans and estimates concerning the development, construction, financing and operation of its infrastructure and water supply projects, including anticipated costs, schedules, capacities and project milestones. These forward-looking statements are based on current expectations, estimates and assumptions and are subject to significant risks and uncertainties. Actual results may differ materially from those expressed or implied by these forward-looking statements due to a variety of factors, including, without limitation: the ability to obtain required financing on acceptable terms or at all; delays in obtaining permits, approvals or other governmental authorizations; changes in construction schedules or project scope; contractor performance issues; labor shortages; supply chain disruptions; equipment availability constraints; increases in material, transportation, labor, energy or other project costs; differing site conditions; weather or environmental conditions; changes in applicable laws, regulations or governmental policies; disputes under project agreements; lawsuits that have been filed or may be filed against the Company and its projects; and other economic, business, regulatory and market factors that could affect the Company’s projects, operations or financial condition.

 

Additional information regarding risks and uncertainties is contained in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and subsequent filings under the Exchange Act and the Securities Act. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

10.1*†   Amended Construction Management At-Risk Agreement, dated July 27, 2026, by and between Fenner Gap Mutual Water Company and W.M. Lyles Co.
10.2*†   Construction Management At-Risk Agreement, dated July 27, 2026, by and between Fenner Gap Mutual Water Company and Mike Bubalo Construction Co., Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*Schedules and similar attachments have been omitted pursuant to Item 601(b)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.

 

†Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because they are both (i) not material and (ii) the type of information that the Company customarily and actually treats as private or confidential. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.

 

2

 

SIGNATURES

 

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.

 

  CADIZ INC.
     
  By: /s/ Stanley E. Speer
    Stanley E. Speer
    Chief Financial Officer

 

 

Date: July 28, 2026

 

 

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Source: View Original Filing on SEC EDGAR

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