Form 4: Cadiz Inc. Executive Receives Performance Bonus Shares

Cadiz Inc. reports Cathryn Rivera, Chief Operating Officer, received 10,000 common shares as a performance bonus, with further details on restricted stock units vesting based on project milestones.

Summary

• Cathryn Rivera, Chief Operating Officer of Cadiz Inc., was issued 10,000 shares of common stock on April 8, 2026, as a performance bonus under the 2019 Equity Incentive Plan.
• Additionally, Rivera beneficially owns 137,500 restricted stock units (RSUs).
• These RSUs are subject to vesting based on specific performance milestones and continued employment.
• Vesting of RSUs is scheduled in quarterly installments starting June 30, 2026, with a final installment on June 30, 2027.
• Specific performance milestones for RSU vesting include securing $200 million in equity capital, executing binding water supply agreements totaling 35,000 acre-feet per year (AFY) for the Northern Pipeline and 25,000 AFY for the Southern Pipeline, obtaining a Federal Land Policy and Management Act (FLPMA) right-of-way permit for the Northern Pipeline, completing CEQA/NEPA review for water storage, and achieving the first water delivery under binding agreements for the Northern Pipeline.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, as it details performance-based compensation aligned with critical project milestones, but the realization of these awards is contingent on future achievements.

Positives

• Issuance of performance bonus shares to a key executive (COO) indicates recognition of achievement and alignment of executive interests with company performance.
• The structure of RSUs tied to specific project finance and water supply agreements demonstrates a performance-based compensation model, incentivizing the achievement of critical business objectives.
• The detailed breakdown of RSU vesting conditions provides clarity on the company's progress towards significant project milestones.

Negatives

• The vesting of a substantial portion of RSUs is contingent upon future events, including securing significant financing and executing binding agreements, which introduces uncertainty.
• The reporting person disclaims beneficial ownership of RSUs until they vest, highlighting that the full value is not yet realized.

Risks

• Failure to achieve the specified financing milestones (e.g., $200 million in equity capital) could prevent a significant portion of RSUs from vesting.
• Inability to secure binding agreements for water supply (35,000 AFY for Northern Pipeline, 25,000 AFY for Southern Pipeline) poses a risk to RSU vesting.
• Delays or inability to obtain the FLPMA right-of-way permit for the Northern Pipeline represent a significant risk.
• Challenges in completing CEQA/NEPA reviews for water storage could impact RSU vesting.
• The company's ability to achieve the first water delivery under binding agreements is a condition for RSU vesting, indicating operational and contractual risks.

Future Outlook

The future outlook for Cathryn Rivera's compensation is tied to the achievement of several critical project milestones related to financing, water supply agreements, regulatory permits, and operational delivery, as outlined by the vesting conditions for her restricted stock units.

Management Comments

• Shares issued under the 2019 Equity Incentive Plan to the Reporting Person as a performance bonus.
• Includes 57,350 restricted stock units ('RSUs'), each representing a contingent right to receive one share of Cadiz Inc. (the 'Company') common stock to vest (a) in four equal installments of 11,450 on the final day of every quarter beginning June 30, 2026, and (b) one final quarterly installment of 11,550 vesting on June 30, 2027, 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.
• These previously reported RSUs will vest as a performance goal-based milestone award once the following events have occurred: (a) 25,000 RSUs upon a closing a minimum of $200 million in equity capital for project finance; (b) 12,500 RSUs upon the execution by public water systems of binding agreements for the purchase from the Company of not less than an aggregate 35,000 acre-feet per year ('AFY') of annual water supply to be delivered via the Northern or Southern Pipeline; (c) 25,000 RSUs upon the Binding and Unappealable issuance of a Federal Land Policy and Management Act ('FLPMA') right of way permit ('ROW') 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 AFY of annual water supply to be delivered via the Southern Pipeline; (e) 25,000 RSUs upon the Binding and Unappealable completion of any CEQA/National Environmental Policy Act ('NEPA') review for the storage of imported water at the Cadiz Property; and (f) 25,000 RSUs for the first delivery by the Company of water under binding agreements with public water systems for the conveyance of water through the Northern Pipeline.

Industry Context

StockSavvy.ai notes that the issuance of performance-based equity awards tied to project development milestones is a common practice in the infrastructure and water resource development sectors, aligning executive compensation with the successful execution of complex, long-term projects.

Stakeholder Impact

• Shareholders: The alignment of executive compensation with project success can positively impact long-term shareholder value if milestones are met.
• Employees: The performance-based nature of the awards may motivate the broader team to achieve project goals.
• Public Water Systems: The company's progress in securing agreements with public water systems is a key indicator of future revenue streams.
• Creditors/Investors: The need to secure $200 million in equity capital highlights the company's reliance on external financing for project development.

Next Steps

• Continued employment of Cathryn Rivera through vesting dates.
• Achievement of specific project finance milestones.
• Execution of binding water supply agreements.
• Obtaining FLPMA right-of-way permit.
• Completion of CEQA/NEPA review for water storage.
• First delivery of water under binding agreements.

Key Dates

Keywords

Cadiz Inc., CDZI, Form 4, SEC Filing, Cathryn Rivera, Chief Operating Officer, Performance Bonus, Restricted Stock Units, RSUs, Equity Incentive Plan, Vesting Schedule, Project Finance, Water Supply Agreements, FLPMA, CEQA, NEPA, Northern Pipeline, Southern Pipeline