Cadiz Inc.

09/11/2026 | Press release | Distributed by Public on 09/11/2026 17:03

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hernandez Jacinto J
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
(Last) (First) (Middle)
C/O CADIZ INC., 550 S. HOPE ST., 2850
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2026
(Street)
LOS ANGELES, CA 90071
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 09/09/2026 A 800,000(1) A $ 0 800,000(2) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Performance Rights(3) (4) 09/09/2026 A 800,000 (4) 07/27/2031 Common Stock 800,000 $ 0 800,000(3) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hernandez Jacinto J
C/O CADIZ INC.
550 S. HOPE ST., 2850
LOS ANGELES, CA 90071
Chief Financial Officer

Signatures

/s/ Jacinto J. Hernandez 09/11/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents 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.
(2) The Reporting Person disclaims beneficial ownership of these securities until such time, and to the extent, that ownership of the securities has vested.
(3) Each 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.
(4) Of 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Cadiz Inc. published this content on September 11, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on September 11, 2026 at 23:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]