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Cadiz Inc (CDZI) CEO gets share bonus, cancels RSUs for employee grants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cadiz Inc Chief Executive Officer Susan P. Kennedy reported several stock-based compensation changes. On April 8, 2026, she agreed with the company to cancel 150,500 restricted stock units, which will be used for future grants to other key employees; she received no consideration for this cancellation.

That same day, she received a grant of 125,000 shares of common stock as a performance bonus under the 2019 Equity Incentive Plan, increasing her direct common stock holdings to 1,121,921 shares. Earlier, on October 31, 2025, 50,000 restricted stock units vested and were converted into the same number of common shares following completion of the California Environmental Quality Act review for the Northern Pipeline project.

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Insider Kennedy Susan P
Role Chief Executive Officer
Type Security Shares Price Value
Disposition Restricted Stock Units 150,500 $0.00 --
Grant/Award Common Stock 125,000 $0.00 --
Exercise Restricted Stock Units 50,000 $0.00 --
Exercise Common Stock 50,000 $0.00 --
Holdings After Transaction: Restricted Stock Units — 439,500 shares (Direct); Common Stock — 1,121,921 shares (Direct)
Footnotes (1)
  1. Shares issued under the 2019 Equity Incentive Plan to the Reporting Person as a performance bonus. Includes 150,000 restricted stock unites ("RSUs"), each representing a contingent right to receive one share of Cadiz Inc. (the "Company") common stock to vest ratably in three equal quarterly installments of 50,000 each on the final day of every quarter of the Company's remaining 2026 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. Represents the vesting of 50,000 previously reported RSUs upon completion of the California Environmental Quality Act ("CEQA") review for the construction and conveyance of water through the Northern Pipeline. Each previously reported RSU represents a contingent right to receive one share of the Company's common stock. The Reporting Person and Issuer mutually agreed to cancel these 150,500 restricted stock units so that the shares can be utilized for future grants to other key employees under the Cadiz Inc. 2019 Equity Incentive Plan, as amended. The Reporting Person received no consideration for the cancellation. These previously reported RSUs will vest as a performance goal-based milestone award once the following events have occurred: (a) 100,000 RSUs upon the closing of project financing necessary for the construction of the Northern Pipeline; (b) 75,000 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) 50,000 RSUs upon the execution by public water systems of binding agreements for the purchase from the Company of not less than an aggregate of 12,500 AFY of annual water supply to be delivered via the Southern Pipeline; (d) 50,000 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 6 cont'd: (e) 64,500 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; and (f) 50,000 RSUs upon the completion of the CEQA/National Environmental Policy Act review for the storage of imported water at the Cadiz Property.
RSUs canceled 150,500 units Disposition to issuer on April 8, 2026
Common stock grant 125,000 shares Performance bonus under 2019 Equity Incentive Plan
RSUs vested and exercised 50,000 units/shares Converted to common stock on October 31, 2025
Common shares held after grant 1,121,921 shares Direct ownership following April 8, 2026 transactions
RSUs remaining after cancellation 439,500 units Restricted stock units balance following April 8, 2026 disposition
Restricted Stock Units financial
"Represents the vesting of 50,000 previously reported RSUs upon completion of the California Environmental Quality Act"
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.
2019 Equity Incentive Plan financial
"Shares issued under the 2019 Equity Incentive Plan to the Reporting Person as a performance bonus."
California Environmental Quality Act ("CEQA") regulatory
"upon completion of the California Environmental Quality Act ("CEQA") review for the construction and conveyance of water"
performance bonus financial
"Shares issued under the 2019 Equity Incentive Plan to the Reporting Person as a performance bonus."
performance goal-based milestone award financial
"These previously reported RSUs will vest as a performance goal-based milestone award once the following events have occurred"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Kennedy Susan P
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/08/2026A125,000(1)A$01,121,921(2)D
Common Stock10/31/2025MV50,000(3)A$01,171,921(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(4)04/08/2026DV150,500(5) (6)(7) (6)(7)Common Stock150,500(5)(6)(7)439,500D
Restricted Stock Units(4)10/31/2025MV50,000(3) (6)(7) (6)(7)Common Stock50,000(3)(6)(7)389,500D
Explanation of Responses:
1. Shares issued under the 2019 Equity Incentive Plan to the Reporting Person as a performance bonus.
2. Includes 150,000 restricted stock unites ("RSUs"), each representing a contingent right to receive one share of Cadiz Inc. (the "Company") common stock to vest ratably in three equal quarterly installments of 50,000 each on the final day of every quarter of the Company's remaining 2026 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.
3. Represents the vesting of 50,000 previously reported RSUs upon completion of the California Environmental Quality Act ("CEQA") review for the construction and conveyance of water through the Northern Pipeline.
4. Each previously reported RSU represents a contingent right to receive one share of the Company's common stock.
5. The Reporting Person and Issuer mutually agreed to cancel these 150,500 restricted stock units so that the shares can be utilized for future grants to other key employees under the Cadiz Inc. 2019 Equity Incentive Plan, as amended. The Reporting Person received no consideration for the cancellation.
6. These previously reported RSUs will vest as a performance goal-based milestone award once the following events have occurred: (a) 100,000 RSUs upon the closing of project financing necessary for the construction of the Northern Pipeline; (b) 75,000 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) 50,000 RSUs upon the execution by public water systems of binding agreements for the purchase from the Company of not less than an aggregate of 12,500 AFY of annual water supply to be delivered via the Southern Pipeline; (d) 50,000 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;
7. Footnote 6 cont'd: (e) 64,500 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; and (f) 50,000 RSUs upon the completion of the CEQA/National Environmental Policy Act review for the storage of imported water at the Cadiz Property.
Susan P. Kennedy04/10/2026
** Signature of Reporting PersonDate
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.
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* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What stock grant did Cadiz Inc (CDZI) CEO Susan Kennedy receive?

Susan P. Kennedy received a grant of 125,000 shares of Cadiz Inc common stock as a performance bonus under the 2019 Equity Incentive Plan. This grant increased her direct common stock holdings to 1,121,921 shares following the transaction on April 8, 2026.

Why were 150,500 Cadiz Inc restricted stock units canceled for the CEO?

Cadiz Inc and Susan P. Kennedy mutually agreed to cancel 150,500 restricted stock units so those shares could be used for future grants to other key employees under the 2019 Equity Incentive Plan. The footnote states she received no consideration for this cancellation.

How many Cadiz Inc shares does the CEO hold after these Form 4 transactions?

After the April 8, 2026 transactions, Susan P. Kennedy directly holds 1,121,921 shares of Cadiz Inc common stock, according to the Form 4 totals. This figure reflects prior grants and the recent performance bonus award disclosed in the filing.

What triggered vesting of 50,000 Cadiz Inc RSUs for the CEO?

A block of 50,000 previously reported restricted stock units vested upon completion of the California Environmental Quality Act (CEQA) review for construction and conveyance of water through the Northern Pipeline. Each RSU converted into one share of common stock at that time.

What are the performance milestones tied to Cadiz Inc RSU awards?

Some RSUs vest only when specific milestones occur, such as closing project financing, receiving a Federal Land Policy and Management Act right-of-way permit, or executing binding agreements for water supply and storage. Each event unlocks a defined number of RSUs for Susan P. Kennedy.