[Form 4] CADIZ INC Insider Trading Activity

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

Compensation & Governance Analyst

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.

Investor Relations Specialist

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.

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^*

SPEER STANLEY E

(Last) (First) (Middle)

550 SOUTH HOPE STREET

SUITE 2850

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

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)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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

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

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

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	10/06/2025		A		141,600(1)	A	$0	258,785(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
Restricted Stock Units	(3)	10/06/2025		A		285,000		(4)(5)	(4)(5)	Common Stock	285,000	$0	285,000	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 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.

2. 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.

3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Cadiz Inc. common stock.

4. 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;

5. 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.

	Stanley E. Speer	10/08/2025
	** 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.

FAQ

What did Cadiz Inc. (CDZI) report on Form 4 for 10/06/2025?

The Form 4 reports that CFO Stanley E. Speer was granted 285,000 performance RSUs and acquired 141,600 RSUs on 10/06/2025.

How do the 141,600 RSUs granted to CDZI's CFO vest?

They vest ratably with 50,000 shares on 12/31/2025 and eight quarterly installments of 11,450 during fiscal 2026–2027, subject to continued employment.

What milestones trigger vesting of the 285,000 performance RSUs at CDZI?

Vesting requires event-based milestones including CEQA/NEPA reviews, project financing closing, a Federal right-of-way permit, specified water purchase and storage agreements measured in AFY, and first delivery of water under binding agreements.

How many Cadiz shares does the reporting person beneficially own after the transaction?

The reporting person reports beneficial ownership of 258,785 shares following the reported transactions.

Do the performance RSUs have immediate economic value?

No. The 285,000 RSUs are contingent on specified milestones and carry a $0 reported price until vesting conditions are satisfied.