CADIZ INC — Director's Dealing 2025

Apr 3, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2025-03-14

Reporting Person: Kennedy Susan P (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-03-14	Restricted Stock Units	$	D	10000	Disposed		Common Stock (10000)	Direct
2025-03-14	Performance Rights	$	D	125000	Disposed		Common Stock (125000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	996921	Direct

Footnotes

F1: Includes 350,000 restricted stock unites ("RSUs"), each representing a contingent right to receive one share of Cadiz Inc. (the "Company") common stock to vest ratably in seven equal quarterly installments of 50,000 each on the final day of every quarter of the Company's 2025 and 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.

F2: Each previously reported RSU represents a contingent right to receive one share of the Company's common stock.

F3: The Reporting Person and Issuer mutually agreed to cancel these 10,000 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.

F4: These previously reported RSUs will vest as a performance goal-based milestone award once the following events have occurred: (a) 50,000 RSUs upon the completion of the California Environmental Quality Act("CEQA") review for the construction and conveyance of water through the Northern Pipeline; (b) 100,000 RSUs upon the closing of project financing necessary for the construction of the Northern Pipeline; (c) 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; (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 acre-feet per year ("AFY") of annual water supply to be delivered via the Northern Pipeline;

F5: Footnote 4 cont'd: (e) 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; (f) 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; (g) 75,000 RSUs upon the execution by public water systems of binding agreements for the storage of not less than25,000 acre-feet of imported water at the Cadiz Property; (h) 100,000 RSUs upon the completion of the CEQA/National Environmental Policy Act review for the storage of imported water at the Cadiz Property; and (i) 40,000 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.

F6: Each previously reported performance right represents a contingent right to receive one share of Cadiz Inc. common stock.

F7: The Reporting Person and Issuer mutually agreed to cancel these 125,000 performance rights 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.

F8: These previously reported performance rights vest upon the Company's common stock achieving a price hurdle of $15 per share, subject to the Reporting Person's continued employment as of such vesting date.