Cathryn Rivera - Sep 16, 2024 Form 4 Insider Report for CADIZ INC (CDZI)

Role: Chief Operating Officer
Signature: Cathryn Rivera
Stock symbol: CDZI
Transactions as of: Sep 16, 2024
Transactions value $: $0
Form type: 4
Date filed: 10/11/2024, 02:39 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CDZI	Common Stock	Award	$0	+138K		$0.00	138K	Sep 16, 2024	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CDZI	Restricted Stock Units	Award	$0	+138K		$0.00	138K	Sep 16, 2024	Common Stock	138K		Direct	F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the shares of common stock of Cadiz Inc. (the "Company") underlying a like number of restricted stock units ("RSUs") granted to the Reporting Person on September 16, 2024. These RSUs vest (a) in eleven equal installments of 11,450 on the final day of every quarter beginning September 30, 2024, 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.
F2	The Reporting Person disclaims beneficial ownership of these securities until such time, and to the extent, that ownership of the securities has vested.
F3	Each RSU represents a contingent right to receive one share of the Company's common stock.
F4	The 137,500 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 RS Us 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 ofa 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 of25,000 AFY of annual water supply to be delivered via the Southern Pipeline;
F5	Footnote 4 cont'd: (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.