SEC FORM 4

SEC FORM 4 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

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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^*

SPEER STANLEY E

(Last)

(First)

(Middle)

550 SOUTH HOPE STREET

SUITE 2850

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

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)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/06/2025		A		141,600⁽¹⁾	A	$0	258,785⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	10/06/2025		A		285,000		⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	285,000	$0	285,000	D

Explanation of Responses:

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 October 6, 2025. These restricted stock units shall vest ratably (a) 50,000 on December 31, 2025 and (b) in eight equal quarterly installments of 11,450 each on the final day of every quarter of the Company's 2026 and 2027 fiscal years, subject in all cases to the Reporting Person's continuing employment as of each such vesting date.

2. The Reporting Person disclaims beneficial ownership of 141,600 of these securities until such time, and to the extent, that ownership of the securities has vested.

3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Cadiz Inc. common stock.

4. The 285,000 RSUs will vest as a performance goal-based milestone award once the following events have occurred: (a) 25,000 RSUs upon the completion of the California Environmental Quality Act ("CEQA") review for the construction and conveyance of water through the Northern Pipeline; (b) 85,000 RSUs upon the closing of project financing necessary for the construction of the Northern Pipeline; (c) 25,000 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) 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 acre-feet per year ("AFY") of annual water supply to be delivered via the Southern Pipeline;

5. Footnote 4 continued:(e) 25,000 RSUs upon the execution by public water systems of binding agreements for a cumulative total of 35,000 AFY in water purchase agreements; (f) 25,000 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; (g) 25,000 RSUs upon the completion of the CEQA/National Environmental Policy Act review for the storage of imported water at the Cadiz Property; and (h) 50,000 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.

	Stanley E. Speer	10/08/2025
	** 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).
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CFO Speer Stanley E was granted 141,600 shares, increasing direct ownership by 121% to 258,785 units (SEC Form 4)