CADIZ INC (CDZI) CFO gains bonus shares and milestone RSU vesting

Rhea-AI Filing Summary

SPEER STANLEY E reported acquisition or exercise transactions in this Form 4 filing.

CADIZ INC Chief Financial Officer Stanley E. Speer reported equity awards and vesting activity in company stock. On April 8, 2026, he received 25,075 shares of common stock as a performance bonus under the 2019 Equity Incentive Plan, after tax withholding.

Previously, on October 31, 2025, 25,000 restricted stock units (RSUs) vested following completion of California Environmental Quality Act review for the Northern Pipeline, resulting in a net 13,425 common shares issued after tax withholding. After these transactions, he holds 283,860 common shares directly and has 80,150 RSUs scheduled to vest quarterly in 2026 and 2027, plus additional performance-based RSUs tied to financing, permits, water agreements, storage milestones, and first water delivery.

Insights

Equity compensation analyst

CFO Speer’s Form 4 shows routine equity compensation and milestone-based RSU vesting, not open‑market buying or selling.

The filing details equity awards to CADIZ INC CFO Stanley E. Speer, including 25,075 common shares granted as a performance bonus and vesting of 25,000 RSUs linked to project progress on the Northern Pipeline. These are compensation events, not discretionary market trades.

Shares were issued net of tax withholding, which explains why only 13,425 common shares were delivered from the 25,000 vested RSUs. After the reported activity, he directly holds 283,860 common shares and retains 80,150 time‑based RSUs plus additional performance RSUs, so his equity exposure remains substantial.

The performance RSUs are tied to concrete milestones such as project financing, rights of way, long‑term water purchase and storage agreements, environmental reviews, and first water delivery through the Northern Pipeline. Actual vesting will depend on achieving these milestones; the timing and ultimate value will be clarified in future company updates.

Insider Trade Summary

25,000 shares exercised/converted

Mixed 3 txns

Insider SPEER STANLEY E

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	25,075	$0.00	--
Exercise	Restricted Stock Units	25,000	$0.00	--
Exercise	Common Stock	13,425	$0.00	--

Holdings After Transaction: Common Stock — 283,860 shares (Direct); Restricted Stock Units — 260,000 shares (Direct)

Footnotes (1)

1. Shares issued under the 2019 Equity Incentive Plan to the Reporting Person as a performance bonus after giving effect to tax withholding as permitted under the approved terms applicable to the award. Represents the vesting of 25,000 previously reported restricted stock units ("RSUs") upon completion of the California Environmental Quality Act ("CEQA") review for the construction and conveyance of water through the Northern Pipeline, and the concurrent issuance of a net of 13,425 shares of common stock as a consequence of such vesting, after giving effect to tax withholding as permitted under the approved terms applicable to the grant of the RSUs. Includes 80,150 restricted stock unites ("RSUs"), each representing a contingent right to receive one share of Cadiz Inc. (the "Company") common stock to vest ratably in seven 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 these securities until such time, and to the extent, that ownership of the securities has vested. Each previously reported RSU represents a contingent right to receive one share of the Company's common stock. These previously reported RSUs will vest as a performance goal-based milestone award once the following events have occurred: (a) 85,000 RSUs upon the closing of project financing necessary for the construction of the Northern Pipeline; (b) 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; (c) 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; (d) 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; Footnote 5 continued: (e) 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; (f) 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 (g) 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.

Key Figures

Performance bonus shares: 25,075 shares RSUs vested: 25,000 RSUs Net shares from RSU vesting: 13,425 shares +4 more

7 metrics

Performance bonus shares 25,075 shares Common stock granted April 8, 2026 as performance bonus

RSUs vested 25,000 RSUs Vested October 31, 2025 upon CEQA review completion for Northern Pipeline

Net shares from RSU vesting 13,425 shares Common stock issued after tax withholding from 25,000 vested RSUs

Shares held after transactions 283,860 shares Total CADIZ INC common stock directly held by CFO after reported events

Unvested time-based RSUs 80,150 RSUs To vest in seven quarterly installments during 2026 and 2027 fiscal years

Quarterly RSU installment size 11,450 RSUs Each of seven scheduled quarterly vesting tranches in 2026–2027

Derivative exercise shares 25,000 RSUs RSUs exercised/converted in derivative transaction summary

Key Terms

Restricted Stock Units, California Environmental Quality Act, Federal Land Policy and Management Act right of way permit, National Environmental Policy Act, +2 more

6 terms

Restricted Stock Units financial

"Represents the vesting of 25,000 previously reported restricted stock units ("RSUs") upon completion"

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.

California Environmental Quality Act regulatory

"upon completion of the California Environmental Quality Act ("CEQA") review for the construction"

Federal Land Policy and Management Act right of way permit regulatory

"upon the issuance of a Federal Land Policy and Management Act right of way permit authorizing"

National Environmental Policy Act regulatory

"upon the completion of the CEQA/National Environmental Policy Act review for the storage"

A U.S. law that requires federal agencies to evaluate and disclose the likely environmental effects of major projects and decisions before they proceed. For investors, that review can delay approvals, add compliance costs, or change project plans—like a required safety inspection that can uncover problems or require fixes before construction continues—so NEPA processes are a key source of timing, cost and legal risk for projects involving federal permits or funding.

performance goal-based milestone award financial

"These previously reported RSUs will vest as a performance goal-based milestone award once the following events"

2019 Equity Incentive Plan financial

"Shares issued under the 2019 Equity Incentive Plan to the Reporting Person as a performance bonus"

Form 4 Insider Transactions: What Each Field Means →

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 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)
04/08/2026

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	04/08/2026		A		25,075(1)	A	$0	283,860	D
Common Stock	10/31/2025		M	V	13,425(2)	A	$0	297,285(3)	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	(4)	10/31/2025		M	V		25,000	(5)(6)	(5)(6)	Common Stock	25,000	(5)(6)	260,000	D

Explanation of Responses:

1. Shares issued under the 2019 Equity Incentive Plan to the Reporting Person as a performance bonus after giving effect to tax withholding as permitted under the approved terms applicable to the award.

2. Represents the vesting of 25,000 previously reported restricted stock units ("RSUs") upon completion of the California Environmental Quality Act ("CEQA") review for the construction and conveyance of water through the Northern Pipeline, and the concurrent issuance of a net of 13,425 shares of common stock as a consequence of such vesting, after giving effect to tax withholding as permitted under the approved terms applicable to the grant of the RSUs.

3. Includes 80,150 restricted stock unites ("RSUs"), each representing a contingent right to receive one share of Cadiz Inc. (the "Company") common stock to vest ratably in seven 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 these securities until such time, and to the extent, that ownership of the securities has vested.

4. Each previously reported RSU represents a contingent right to receive one share of the Company's common stock.

5. These previously reported RSUs will vest as a performance goal-based milestone award once the following events have occurred: (a) 85,000 RSUs upon the closing of project financing necessary for the construction of the Northern Pipeline; (b) 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; (c) 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; (d) 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;

6. Footnote 5 continued: (e) 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; (f) 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 (g) 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	04/10/2026
	** 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)

FAQ

What equity award did CADIZ INC (CDZI) CFO Stanley E. Speer receive in April 2026?

Stanley E. Speer received a grant of 25,075 shares of CADIZ INC common stock on April 8, 2026. The shares were issued as a performance bonus under the 2019 Equity Incentive Plan, delivered net of tax withholding according to the plan’s approved terms.

How many CADIZ INC (CDZI) shares does the CFO hold after these Form 4 transactions?

Following the reported transactions, CFO Stanley E. Speer directly holds 283,860 shares of CADIZ INC common stock. This total reflects the April 2026 bonus shares and earlier RSU vesting activity, after accounting for tax withholding applied to those equity awards.

What RSU vesting event for CADIZ INC (CDZI) occurred on October 31, 2025?

On October 31, 2025, 25,000 previously reported RSUs vested for the CFO when CEQA review for the Northern Pipeline was completed. After tax withholding, this vesting resulted in the issuance of a net 13,425 shares of CADIZ INC common stock to him.

What ongoing RSU schedule does CADIZ INC (CDZI) disclose for its CFO in this filing?

The filing notes the CFO holds 80,150 RSUs that vest ratably in seven quarterly installments of 11,450 each. Vesting occurs on the final day of every quarter in the company’s 2026 and 2027 fiscal years, subject to his continued employment at each vesting date.

Which performance milestones affect additional CADIZ INC (CDZI) RSUs for the CFO?

Additional RSUs vest upon milestones including project financing for the Northern Pipeline, obtaining a Federal Land Policy and Management Act right of way, executing specified annual water purchase and storage agreements, completing CEQA/NEPA reviews for storage, and first water delivery through the Northern Pipeline.