Sec Form 4 Filing - Kennedy Susan P @ CADIZ INC - 2024-04-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kennedy Susan P 2. Issuer Name and Ticker or Trading Symbol CADIZ INC [ CDZI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 550 SOUTH HOPE STREET, SUITE 2850 3. Date of Earliest Transaction (MM/DD/YY) 04/16/2024 (Street) LOS ANGELES, CA90071 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/16/2024 A 700,000 ( 1 ) ( 9 ) A $ 0 941,921 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Restricted Stock Units ( 3 ) 04/16/2024 A 600,000 ( 4 )( 5 )( 9 ) ( 4 )( 5 )( 9 ) Common Stock 600,000 $ 0 600,000 D Performance Rights ( 6 ) 04/16/2024 A 300,000 ( 7 )( 9 ) ( 7 )( 9 ) Common Stock 300,000 $ 0 300,000 D Performance Rights ( 8 ) 04/16/2024 D 450,000 ( 8 ) ( 8 ) Common Stock 450,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kennedy Susan P 550 SOUTH HOPE STREET SUITE 2850 LOS ANGELES, CA90071 X CEO Signatures Susan P. Kennedy 04/18/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the shares of common stock Cadiz Inc. (the "Company") underlying a like number of restricted stock units ("RSUs") granted to the Reporting Person on April 16, 2024. These restricted stock units shall vest ratably (a) in four equal quarterly installments of 75,000 each on the final day of every quarter of the Company's 2024 fiscal year (provided, however, that the first such installment which would otherwise vest on March 31, 2024 shall vest instead as of April 16, 2024) and (b) in eight 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. ( 2 )The Reporting Person disclaims beneficial ownership of 625,000 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 600,000 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; ( 5 )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) 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. ( 6 )Each performance right represents a contingent right to receive one share of Cadiz Inc. common stock. ( 7 )The 300,000 performance rights vest upon the Company's common stock achieving a price hurdle of $15 per share, subject to the Reporting Person's continuing employment as of such vesting date. ( 8 )Each previously reported performance right represented a contingent right to receive one share of Cadiz Inc. common stock, which right was cancelled upon the Reporting Person entering into an amended and restated employment agreement with the Issuer. ( 9 )All RSUs and performance rights described herein, other than the initial 75,000 RSUs vested on 4/16/2024, are subject to increasing the number of shares authorized for issuance under the Cadiz Inc. 2019 Equity Incentive Plan, as amended, under a proposal to be approved at the Cadiz Inc. 2024 Annual Meeting of Stockholders.

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