Cadiz grants CFO 1.6M stock and performance units

Cadiz’s chief financial officer received 1.6 million time- and performance-based equity awards as an employment inducement, with vesting tied to service and stock price hurdles.

Rhea-AI Filing Summary

CADIZ INC (CDZI) reported that Chief Financial Officer Jacinto J. Hernandez received equity awards on September 9, 2026. He was granted 800,000 restricted stock units (RSUs) and 800,000 Performance Rights (PSUs) as employment inducement awards under Nasdaq Listing Rule 5635(c)(4), all at no cash exercise price.

The RSUs cover 800,000 shares of common stock and vest 200,000 on the grant date and 600,000 in twelve quarterly installments of 50,000 shares each, starting with the quarter ending September 30, 2026, subject to continued service. The PSUs cover 800,000 shares of common stock and vest in four tranches of 200,000 shares each upon stock price hurdles of $6.00, $8.00, $10.00 and $12.00 per share, also subject to continuous service. Vested RSUs and PSUs settle in common stock on the earlier of the fifth anniversary of the grant date or Hernandez’s separation from service. Hernandez disclaims beneficial ownership until the awards vest.

Insider Trade Summary

Grant/Award: 1,600,000 shares

Grant/Award 2 txns

Insider Hernandez Jacinto J

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Rights F3, F4	800,000	$0.00	$0.00
Grant/Award	Common Stock F1, F2	800,000	$0.00	$0.00

Holdings After Transaction: Performance Rights — 800,000 contracts (Direct); Common Stock — 800,000 shares (Direct)

Footnotes (4)

1. F1. Represents shares of Cadiz Inc. (the "Company") common stock underlying a like number of restricted stock units ("RSUs") granted to the Reporting Person on September 9, 2026 ("Grant Date"). These RSUs shall vest ratably (a) 200,000 on the Grant Date and (b) in twelve equal quarterly installments of 50,000 each on the final day of each fiscal quarter of the Company commencing with the fiscal quarter ending September 30, 2026, subject to the Reporting Person's continuous service as of each applicable vesting date. The RSUs were granted to the Reporting Person as an employment inducement award pursuant to Nasdaq Listing Rule 5635(c)(4). All RSUs that vest shall be settled by delivery of one share of the Company's common stock per vested RSU on the earlier to occur of (a) the fifth anniversary of the Grant Date or (b) the Reporting Person's "separation from service", as defined in Section 209A of the Internal Revenue Code of 1986, as amended.
2. F2. The Reporting Person disclaims beneficial ownership of these securities until such time, and to the extent, that ownership of the securities has vested.
3. F3. Each Performance Right ("PSU") represents a contingent right to receive one share of the Company's common stock. The PSUs were granted to the Reporting Person as an employment inducement award pursuant to Nasdaq Listing Rule 5635(c)(4). The Reporting Person disclaims beneficial ownership of these securities until such time, and to the extent, that ownership of the securities has vested.
4. F4. Of the 800,000 PSUs granted to the Reporting Person, 200,000 PSUs vest upon the Company's common stock achieving a price hurdle of $6.00 per share, 200,000 PSUs vest upon the Company's common stock achieving a price hurdle of $8.00 per share, 200,000 PSUs vest upon the Company's common stock achieving a price hurdle of $10.00 per share, and 200,000 PSUs vest upon the Company's common stock achieving a price hurdle of $12.00 per share, subject to the Reporting Person's continuous service as of each applicable vesting date. All PSUs that vest shall be settled by delivery of one share of the Company's common stock per vested PSU on the earlier to occur of (a) the fifth anniversary of the Grant Date or (b) the Reporting Person's "separation from service", as defined in Section 209A of the Internal Revenue Code of 1986, as amended.

Key Figures

RSUs granted: 800,000 units Performance Rights granted: 800,000 units Initial RSU vesting: 200,000 units +4 more

7 metrics

RSUs granted 800,000 units Restricted stock units covering 800,000 shares of common stock granted September 9, 2026

Performance Rights granted 800,000 units Performance Rights (PSUs) each for one share of common stock granted September 9, 2026

Initial RSU vesting 200,000 units RSUs vesting on the September 9, 2026 grant date

Quarterly RSU vesting installments 12 installments of 50,000 units RSUs vesting quarterly starting with quarter ending September 30, 2026

PSU price hurdles $6.00, $8.00, $10.00, $12.00 per share Four 200,000-PSU tranches vesting at each share price level

PSU expiration date July 27, 2031 Expiration date reported for the Performance Rights

Settlement timing Up to 5 years from grant Awards settle on earlier of fifth anniversary of September 9, 2026 or separation from service

Key Terms

restricted stock units, Performance Rights, Nasdaq Listing Rule 5635(c)(4), price hurdle, +1 more

5 terms

restricted stock units financial

"Represents shares of Cadiz Inc. common stock underlying a like number of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Performance Rights financial

"Each Performance Right ("PSU") represents a contingent right to receive one share"

Performance rights are conditional awards that give employees or executives the promise of receiving company shares or cash only if the business meets specific targets or survives for a set period. They work like a bonus you only get when certain goals are hit, so they matter to investors because they can increase the number of shares outstanding (dilution), signal management’s incentives and confidence in future results, and affect per-share earnings and valuation.

Nasdaq Listing Rule 5635(c)(4) regulatory

"granted to the Reporting Person as an employment inducement award pursuant to Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

price hurdle financial

"PSUs vest upon the Company's common stock achieving a price hurdle of $6.00 per share"

separation from service financial

"on the earlier to occur of the fifth anniversary of the Grant Date or the Reporting Person's "separation from service""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did CADIZ INC (CDZI) grant to its CFO on September 9, 2026?

CADIZ INC granted CFO Jacinto J. Hernandez 800,000 RSUs and 800,000 Performance Rights (PSUs), each representing a right to receive one share of common stock, as employment inducement awards under Nasdaq Listing Rule 5635(c)(4).

How do the 800,000 RSUs granted by CDZI to the CFO vest?

The 800,000 RSUs vest as follows: 200,000 on the September 9, 2026 grant date and 600,000 in twelve quarterly installments of 50,000 shares each, beginning with the fiscal quarter ending September 30, 2026, subject to continuous service.

What are the stock price hurdles for the CADIZ INC (CDZI) Performance Rights granted to the CFO?

Of the 800,000 PSUs, four tranches of 200,000 each vest upon the common stock reaching price hurdles of $6.00, $8.00, $10.00, and $12.00 per share, respectively, subject to the CFO’s continuous service.

When are the CADIZ INC (CDZI) RSUs and PSUs settled into common stock?

All vested RSUs and PSUs are settled by delivering one share of common stock per vested unit on the earlier of the fifth anniversary of the September 9, 2026 grant date or the CFO’s separation from service.

Does the CADIZ INC (CDZI) CFO currently claim beneficial ownership of the RSUs and PSUs?

No. The CFO disclaims beneficial ownership of both the RSUs and PSUs until such time, and to the extent, that ownership of the securities has vested, as stated in the footnotes to the filing.

Is the CADIZ INC (CDZI) Form 4 transaction reported under a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 trading plan; the document-level checkbox affirming trades under such a plan is not marked, and no footnote states that the awards were granted pursuant to a 10b5-1 plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 07:03 PM Accepted by SEC EDGAR 09/11/2026 - 07:03 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hernandez Jacinto J

(Last) (First) (Middle)

C/O CADIZ INC.

550 S. HOPE ST., 2850

(Street)

LOS ANGELES CALIFORNIA 90071

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CADIZ INC [ CDZI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/09/2026		A		800,000(1)	A	$0	800,000(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Rights(3)	(4)	09/09/2026		A		800,000		(4)	07/27/2031	Common Stock	800,000	$0	800,000(3)	D

Explanation of Responses:

1. Represents shares of Cadiz Inc. (the "Company") common stock underlying a like number of restricted stock units ("RSUs") granted to the Reporting Person on September 9, 2026 ("Grant Date"). These RSUs shall vest ratably (a) 200,000 on the Grant Date and (b) in twelve equal quarterly installments of 50,000 each on the final day of each fiscal quarter of the Company commencing with the fiscal quarter ending September 30, 2026, subject to the Reporting Person's continuous service as of each applicable vesting date. The RSUs were granted to the Reporting Person as an employment inducement award pursuant to Nasdaq Listing Rule 5635(c)(4). All RSUs that vest shall be settled by delivery of one share of the Company's common stock per vested RSU on the earlier to occur of (a) the fifth anniversary of the Grant Date or (b) the Reporting Person's "separation from service", as defined in Section 209A of the Internal Revenue Code of 1986, as amended.

2. The Reporting Person disclaims beneficial ownership of these securities until such time, and to the extent, that ownership of the securities has vested.

3. Each Performance Right ("PSU") represents a contingent right to receive one share of the Company's common stock. The PSUs were granted to the Reporting Person as an employment inducement award pursuant to Nasdaq Listing Rule 5635(c)(4). The Reporting Person disclaims beneficial ownership of these securities until such time, and to the extent, that ownership of the securities has vested.

4. Of the 800,000 PSUs granted to the Reporting Person, 200,000 PSUs vest upon the Company's common stock achieving a price hurdle of $6.00 per share, 200,000 PSUs vest upon the Company's common stock achieving a price hurdle of $8.00 per share, 200,000 PSUs vest upon the Company's common stock achieving a price hurdle of $10.00 per share, and 200,000 PSUs vest upon the Company's common stock achieving a price hurdle of $12.00 per share, subject to the Reporting Person's continuous service as of each applicable vesting date. All PSUs that vest shall be settled by delivery of one share of the Company's common stock per vested PSU on the earlier to occur of (a) the fifth anniversary of the Grant Date or (b) the Reporting Person's "separation from service", as defined in Section 209A of the Internal Revenue Code of 1986, as amended.

	/s/ Jacinto J. Hernandez	09/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)