Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

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) Chief Executive Officer (Last) (First) (Middle) 550 SOUTH HOPE STREET, SUITE 2850 3. Date of Earliest Transaction (Month/Day/Year) 04/08/2026 (Street) LOS ANGELES, CA 90071 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 04/08/2026 A 125,000(1) A $ 0 1,121,921(2) D Common Stock 10/31/2025 M V 50,000(3) A $ 0 1,171,921(2) D

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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 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

(4)

04/08/2026

D

V

150,500(5)

(6)(7)

(6)(7)

Common Stock

150,500(5)

(6)(7)

439,500

D

Restricted Stock Units

(4)

10/31/2025

M

V

50,000(3)

(6)(7)

(6)(7)

Common Stock

50,000(3)

(6)(7)

389,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kennedy Susan P 550 SOUTH HOPE STREET SUITE 2850 LOS ANGELES, CA 90071	X		Chief Executive Officer

Signatures

Susan P. Kennedy		04/10/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares issued under the 2019 Equity Incentive Plan to the Reporting Person as a performance bonus.
(2)	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.
(3)	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.
(4)	Each previously reported RSU represents a contingent right to receive one share of the Company's common stock.
(5)	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.
(6)	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;
(7)	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.

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