Cadiz (CDZI) COO Rivera sells 2,500 shares, retains 145,000 plus RSUs

Rhea-AI Filing Summary

Cadiz Inc. Chief Operating Officer Cathryn Rivera reported an open-market sale of 2,500 shares of common stock at $4.33 per share. After this transaction, she directly holds 145,000 shares of Cadiz common stock.

She also holds restricted stock units tied to Cadiz common stock, including 57,350 RSUs that vest in quarterly installments from June 30, 2026 through June 30, 2027, subject to continued employment. Additional RSUs will vest only when specified project finance, water sales, regulatory and environmental milestones are achieved.

Insider Trade Summary

Net Seller: 2,500 shares ($10,825)

Net Sell 2 txns

Insider Rivera Cathryn

Role Chief Operating Officer

Sold 2,500 shs ($11K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,500	$4.33	$11K
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Common Stock — 145,000 shares (Direct, null); Restricted Stock Units — 137,500 shares (Direct, null)

Footnotes (1)

1. Includes 57,350 restricted stock unites ("RSUs"), each representing a contingent right to receive one share of Cadiz Inc. (the "Company") common stock to vest (a) in four equal installments of 11,450 on the final day of every quarter beginning June 30, 2026, and (b) one final quarterly installment of 11,550 vesting on June 30, 2027, 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 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) 25,000 RSUs upon a closing a minimum of$200 million in equity capital for project finance; (b) 12,500 RS Us upon the execution by public water systems of binding agreements for the purchase from the Company of not less than an aggregate 35,000 acre- feet per year ("AFY") of annual water supply to be delivered via the Northern or Southern Pipeline; (c) 25,000 RSUs upon the Binding and Unappealable issuance of a Federal Land Policy and Management Act ("FLPMA") right of way permit ("ROW") 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 AFY of annual water supply to be delivered via the Southern Pipeline; Footnote 3 cont'd: (e) 25,000 RSUs upon the Binding and Unappealable completion of any CEQA/National Environmental Policy Act ("NEPA") review for the storage of imported water at the Cadiz Property; and (f) 25,000 RSUs for the 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

Shares sold: 2,500 shares Sale price: $4.33 per share Shares held after sale: 145,000 shares +5 more

8 metrics

Shares sold 2,500 shares Open-market sale on 2026-05-20

Sale price $4.33 per share Common stock transaction

Shares held after sale 145,000 shares Direct common stock ownership

Underlying RSU shares 137,500 shares Restricted Stock Units linked to common

Time-based RSUs 57,350 RSUs Vest quarterly from June 30, 2026 to June 30, 2027

Project finance milestone $200 million Equity capital required for one RSU performance tranche

Water supply milestone 35,000 AFY Annual water purchase agreements for one RSU tranche

Water supply milestone 25,000 AFY Annual water purchase agreements for another RSU tranche

Key Terms

Restricted Stock Units, performance goal-based milestone award, Federal Land Policy and Management Act ("FLPMA") right of way permit ("ROW"), National Environmental Policy Act ("NEPA"), +1 more

5 terms

Restricted Stock Units financial

"Includes 57,350 restricted stock unites ("RSUs"), each representing a contingent right"

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 goal-based milestone award financial

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

Federal Land Policy and Management Act ("FLPMA") right of way permit ("ROW") regulatory

"a Federal Land Policy and Management Act ("FLPMA") right of way permit ("ROW") authorizing"

National Environmental Policy Act ("NEPA") regulatory

"completion of any CEQA/National Environmental Policy Act ("NEPA") review for the storage"

A U.S. law that requires federal agencies to evaluate and disclose the environmental effects of major projects and decisions before they proceed, typically through documented reviews. For investors, NEPA is like a formal planning review that can delay, change or halt projects: its findings and public process affect timelines, costs, permitting risk and therefore the expected cash flows and valuation of infrastructure, energy, and land-related investments.

CEQA regulatory

"completion of any CEQA/National Environmental Policy Act ("NEPA") review for the storage"

CEQA is the California Environmental Quality Act, a state law that requires public agencies to evaluate and disclose the environmental impacts of proposed projects and, when necessary, adopt measures to reduce harm. For investors, CEQA matters because its review process can delay, change, or add costs to development and infrastructure projects—think of it like a required neighborhood inspection that can force design changes or pauses before work can proceed, affecting timelines and returns.

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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^*

Rivera Cathryn

(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 Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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	05/20/2026		S		2,500	D	$4.33	145,000(1)	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	(2)							(3)(4)	(3)(4)	Common Stock	137,500		137,500	D

Explanation of Responses:

1. Includes 57,350 restricted stock unites ("RSUs"), each representing a contingent right to receive one share of Cadiz Inc. (the "Company") common stock to vest (a) in four equal installments of 11,450 on the final day of every quarter beginning June 30, 2026, and (b) one final quarterly installment of 11,550 vesting on June 30, 2027, 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.

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

3. These previously reported RSUs will vest as a performance goal-based milestone award once the following events have occurred: (a) 25,000 RSUs upon a closing a minimum of$200 million in equity capital for project finance; (b) 12,500 RS Us upon the execution by public water systems of binding agreements for the purchase from the Company of not less than an aggregate 35,000 acre- feet per year ("AFY") of annual water supply to be delivered via the Northern or Southern Pipeline; (c) 25,000 RSUs upon the Binding and Unappealable issuance of a Federal Land Policy and Management Act ("FLPMA") right of way permit ("ROW") 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 AFY of annual water supply to be delivered via the Southern Pipeline;

4. Footnote 3 cont'd: (e) 25,000 RSUs upon the Binding and Unappealable completion of any CEQA/National Environmental Policy Act ("NEPA") review for the storage of imported water at the Cadiz Property; and (f) 25,000 RSUs for the first delivery by the Company of water under binding agreements with public water systems for the conveyance of water through the Northern Pipeline.

	Cathryn Rivera	06/03/2026
	** 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 insider transaction did CADIZ INC (CDZI) report for Cathryn Rivera?

CADIZ INC reported that Chief Operating Officer Cathryn Rivera sold 2,500 shares of common stock in an open-market transaction at $4.33 per share. This Form 4 filing discloses her trade and updates investors on her current direct equity stake in the company.

How many CADIZ INC (CDZI) shares does Cathryn Rivera hold after the sale?

After selling 2,500 shares, Cathryn Rivera directly holds 145,000 shares of CADIZ INC common stock. This figure reflects her updated post-transaction ownership and helps investors understand the relative size of the reported sale versus her remaining equity position.

At what price were the CADIZ INC (CDZI) shares sold by Cathryn Rivera?

The 2,500 CADIZ INC common shares reported on the Form 4 were sold at $4.33 per share in an open-market or private transaction. This disclosed price shows the actual execution level for the insider’s sale on the reported transaction date.

What restricted stock units (RSUs) does Cathryn Rivera hold in CADIZ INC (CDZI)?

Cathryn Rivera holds RSUs representing rights to receive CADIZ INC common stock, including 57,350 time-based RSUs that vest quarterly from June 30, 2026 to June 30, 2027, subject to continued employment. She disclaims beneficial ownership of these units until they vest and settle in shares.

What performance milestones affect Cathryn Rivera’s CADIZ INC (CDZI) RSUs?

Some of Rivera’s RSUs vest only upon performance milestones, including closing $200 million in project equity capital, securing water purchase agreements for specified acre-feet per year, obtaining a FLPMA right-of-way permit, completing CEQA/NEPA reviews, and first water delivery under binding public water system agreements.

Do Cathryn Rivera’s CADIZ INC (CDZI) RSUs represent immediate share ownership?

Rivera’s RSUs represent contingent rights, not immediate share ownership. Each RSU converts into one share of CADIZ INC common stock only when time-based vesting or specified performance milestones are satisfied, and she disclaims beneficial ownership until those vesting conditions are met and shares are delivered.