CDZI insider filing: CFO awarded 285,000 performance RSUs tied to pipeline milestones
Rhea-AI Filing Summary
Cadiz Inc. reported a Form 4 showing that CFO Stanley E. Speer received awards on 10/06/2025 totaling 285,000 restricted stock units (RSUs) and an additional 141,600 common shares underlying RSUs recorded as acquired the same day. The RSUs include time-based vesting for 141,600 shares: 50,000 vesting on 12/31/2025 and eight equal quarterly installments of 11,450 across the fiscal 2026–2027 quarters, contingent on continued employment.
Separately, 285,000 performance-based RSUs vest only after specified project milestones tied to the Northern and Southern Pipeline initiatives, including CEQA review completion, project financing closing, issuance of a Federal right-of-way permit, cumulative water purchase agreements measured in acre-feet per year (AFY), storage agreements, CEQA/NEPA review for storage, and first delivery of water under binding agreements. Following the reported transactions, Mr. Speer beneficially owns 258,785 shares.
Positive
- Compensation tied to project milestones aligns executive incentives with delivery of core business objectives
- Time-based vesting schedule retains the CFO through 2027 via staggered vesting installments
Negative
- Significant potential dilution: up to 426,600 shares underlying RSUs could vest if all conditions are met
- Vesting depends on regulatory and financing milestones, exposing payouts to permit, CEQA/NEPA, and financing risk
Insights
Grant mixes time-based and milestone RSUs tying CFO pay to project progress.
The award combines 141,600 time-vesting RSUs with 285,000 performance RSUs that vest only when specific project and permitting milestones are met, aligning executive compensation with project delivery. Vesting dates include 12/31/2025 and quarterly installments across fiscal 2026–2027.
Key dependencies are the completion of CEQA/NEPA reviews, project financing closings, permit issuance, and concrete water purchase and storage agreements measured in AFY. Monitor milestone progress and any public filings on CEQA/NEPA outcomes and financing timetables over the next 12–24 months for material changes to dilution risk and incentive realization.
The grants may increase potential share dilution but link payouts to discrete, monitorable events.
Maximum deliverable shares from these awards total 426,600 underlying RSUs if all vest (141,600 time-based plus 285,000 performance-based). The performance RSUs are milestone-locked to regulatory, financing, and contractual milestones tied to water conveyance and storage projects.
Investors should watch public announcements on CEQA/NEPA milestones, financing closings, permit issuances, and signed water purchase agreements over the coming 12–36 months as those events directly trigger substantial vesting.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 285,000 | $0.00 | -- |
| Grant/Award | Common Stock | 141,600 | $0.00 | -- |
Footnotes (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 October 6, 2025. These restricted stock units shall vest ratably (a) 50,000 on December 31, 2025 and (b) in eight equal quarterly installments of 11,450 each on the final day of every quarter of the Company's 2026 and 2027 fiscal years, subject in all cases to the Reporting Person's continuing employment as of each such vesting date. The Reporting Person disclaims beneficial ownership of 141,600 of these securities until such time, and to the extent, that ownership of the securities has vested. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Cadiz Inc. common stock. The 285,000 RSUs will vest as a performance goal-based milestone award once the following events have occurred: (a) 25,000 RSUs upon the completion of the California Environmental Quality Act ("CEQA") review for the construction and conveyance of water through the Northern Pipeline; (b) 85,000 RSUs upon the closing of project financing necessary for the construction of the Northern Pipeline; (c) 25,000 RSUs upon the issuance of a Federal Land Policy and Management Act right of way permit authorizing the conveyance of water across Federal lands through the Northern Pipeline; (d) 25,000 RSUs upon the execution by public water systems of binding agreements for the purchase from the Company of not less than an aggregate of 25,000 acre-feet per year ("AFY") of annual water supply to be delivered via the Southern Pipeline; Footnote 4 continued:(e) 25,000 RSUs upon the execution by public water systems of binding agreements for a cumulative total of 35,000 AFY in water purchase agreements; (f) 25,000 RSUs upon the execution by public water systems of binding agreements for the storage of not less than 25,000 acre-feet of imported water at the Cadiz Property; (g) 25,000 RSUs upon the completion of the CEQA/National Environmental Policy Act review for the storage of imported water at the Cadiz Property; and (h) 50,000 RSUs for first delivery by the Company of water under binding agreements with public water systems for the conveyance of water through the Northern Pipeline.
