Kennedy Susan P 4
4 · CADIZ INC · Filed Apr 10, 2026
Research Summary
AI-generated summary of this filing
Cadiz (CDZI) CEO Susan Kennedy Receives 125,000-Share Award
What Happened
- Susan P. Kennedy, CEO of Cadiz Inc. (CDZI), received a grant of 125,000 shares as a performance award on April 8, 2026 under the Cadiz 2019 Equity Incentive Plan (issued at $0.00; no cash paid) (F1).
- On the same date the company and Ms. Kennedy mutually agreed to cancel 150,500 previously reported restricted stock units (RSUs) so those shares can be used for future grants; the Reporting Person received no consideration for the cancellation (F5).
- Separately, 50,000 previously reported RSUs vested/converted into shares on October 31, 2025 upon completion of the CEQA review (reported as an exercise/conversion at $0.00) (F3).
Key Details
- Transaction dates/prices: Apr 8, 2026 — Award of 125,000 shares at $0.00 (F1); Apr 8, 2026 — Cancellation/disposition of 150,500 RSUs to the issuer (no consideration) (F5); Oct 31, 2025 — 50,000 RSUs vested/converted to shares at $0.00 (F3).
- Shares owned after transaction: Not specified in the filing.
- Notable footnotes: F2 explains certain RSUs (150,000) were scheduled to vest ratably during fiscal 2026 and the Reporting Person disclaims beneficial ownership until vesting; F4 clarifies each RSU converts to one share; F6–F7 list remaining performance-based RSU milestone triggers.
- Filing timeliness: Form 4 was filed Apr 10, 2026 reporting Apr 8, 2026 events (filed within the typical two-business-day window).
Context
- These were equity-award and RSU-related events, not open-market purchases or sales. RSU vesting/conversion and plan grants typically involve no cash outlay by the insider; cancellations free up shares for future grants. Such transactions reflect compensation and plan administration rather than a direct market buy/sell signal.
Insider Transaction Report
Form 4
CADIZ INCCDZI
Kennedy Susan P
DirectorChief Executive Officer
Transactions
- Award
Common Stock
[F1][F2]2026-04-08+125,000→ 1,121,921 total - Exercise/Conversion
Common Stock
[F3][F2]2025-10-31+50,000→ 1,171,921 total - Disposition to Issuer
Restricted Stock Units
[F4][F5][F6][F7]2026-04-08−150,500→ 439,500 total→ Common Stock (150,500 underlying) - Exercise/Conversion
Restricted Stock Units
[F4][F3][F6][F7]2025-10-31−50,000→ 389,500 total→ Common Stock (50,000 underlying)
Footnotes (7)
- [F1]Shares issued under the 2019 Equity Incentive Plan to the Reporting Person as a performance bonus.
- [F2]Includes 150,000 restricted stock unites ("RSUs"), each representing a contingent right to receive one share of Cadiz Inc. (the "Company") common stock to vest ratably in three equal quarterly installments of 50,000 each on the final day of every quarter of the Company's remaining 2026 fiscal years, 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.
- [F3]Represents the vesting of 50,000 previously reported RSUs upon completion of the California Environmental Quality Act ("CEQA") review for the construction and conveyance of water through the Northern Pipeline.
- [F4]Each previously reported RSU represents a contingent right to receive one share of the Company's common stock.
- [F5]The Reporting Person and Issuer mutually agreed to cancel these 150,500 restricted stock units so that the shares can be utilized for future grants to other key employees under the Cadiz Inc. 2019 Equity Incentive Plan, as amended. The Reporting Person received no consideration for the cancellation.
- [F6]These previously reported RSUs will vest as a performance goal-based milestone award once the following events have occurred: (a) 100,000 RSUs upon the closing of project financing necessary for the construction of the Northern Pipeline; (b) 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; (c) 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; (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 AFY of annual water supply to be delivered via the Southern Pipeline;
- [F7]Footnote 6 cont'd: (e) 64,500 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; and (f) 50,000 RSUs upon the completion of the CEQA/National Environmental Policy Act review for the storage of imported water at the Cadiz Property.
Signature
Susan P. Kennedy|2026-04-10