SEC Form 4 · accession 0001937040-26-000003
CADIZ INC · CDZI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jacinto J Hernandez
Officer — Chief Financial Officer
Period of report
Sep 9, 2026
Accepted (ET)
Sep 11, 2026 · 7:03 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000727273
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Sep 9, 2026 | A | 800,000 | $0.00 | A | 800,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF3,F4 | — | Sep 9, 2026 | A | 800,000 | A | — | Jul 27, 2031 | Common Stock | 800,000 | 800,000 | D |
Explanation of responses
- F1Represents shares of Cadiz Inc. (the "Company") common stock underlying a like number of restricted stock units ("RSUs") granted to the Reporting Person on September 9, 2026 ("Grant Date"). These RSUs shall vest ratably (a) 200,000 on the Grant Date and (b) in twelve equal quarterly installments of 50,000 each on the final day of each fiscal quarter of the Company commencing with the fiscal quarter ending September 30, 2026, subject to the Reporting Person's continuous service as of each applicable vesting date. The RSUs were granted to the Reporting Person as an employment inducement award pursuant to Nasdaq Listing Rule 5635(c)(4). All RSUs that vest shall be settled by delivery of one share of the Company's common stock per vested RSU on the earlier to occur of (a) the fifth anniversary of the Grant Date or (b) the Reporting Person's "separation from service", as defined in Section 209A of the Internal Revenue Code of 1986, as amended.
- F2The Reporting Person disclaims beneficial ownership of these securities until such time, and to the extent, that ownership of the securities has vested.
- F3Each Performance Right ("PSU") represents a contingent right to receive one share of the Company's common stock. The PSUs were granted to the Reporting Person as an employment inducement award pursuant to Nasdaq Listing Rule 5635(c)(4). The Reporting Person disclaims beneficial ownership of these securities until such time, and to the extent, that ownership of the securities has vested.
- F4Of the 800,000 PSUs granted to the Reporting Person, 200,000 PSUs vest upon the Company's common stock achieving a price hurdle of $6.00 per share, 200,000 PSUs vest upon the Company's common stock achieving a price hurdle of $8.00 per share, 200,000 PSUs vest upon the Company's common stock achieving a price hurdle of $10.00 per share, and 200,000 PSUs vest upon the Company's common stock achieving a price hurdle of $12.00 per share, subject to the Reporting Person's continuous service as of each applicable vesting date. All PSUs that vest shall be settled by delivery of one share of the Company's common stock per vested PSU on the earlier to occur of (a) the fifth anniversary of the Grant Date or (b) the Reporting Person's "separation from service", as defined in Section 209A of the Internal Revenue Code of 1986, as amended.