United States

Securities and Exchange Commission

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~October~~February 273, ~~2025~~2026

Cadiz Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-40579

77-0313235

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

550 S. Hope Street, Suite 2850

Los Angeles, California

90071

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (213) 271-1600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CDZI	The NASDAQ Global Market
Depositary Shares (each representing a 1/1000th fractional interest in share of 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share)	CDZIP	The NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.~~01.~~02 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement.~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On ~~October~~February 273, ~~2025~~2026, (the ~~"Effective Date"),~~ Cadiz Inc. (the “Company”) ~~entered~~Board ~~into a definitive agreement (the “Agreement”) with Lytton Rancheria~~ of ~~California, a~~Directors ~~federally recognized Native American tribe~~ (~~“Lytton”), pursuant to which Lytton will provide~~ the ~~first tranche of capital (the~~ “~~Tribal Investment~~Board”) ~~for~~appointed ~~construction~~Dave ~~of the Mojave Groundwater Bank project, the Company~~O’sHara ~~water~~as ~~supply~~a ~~and~~new ~~groundwater banking~~member ~~project in the eastern Mojave Desert (the “Project”). The Agreement represents the first tranche~~ of ~~up to approximately $450 million in total equity capital being raised by~~ the ~~Company through its special purpose entity~~Board, ~~Mojave Water Infrastructure Company,~~filling ~~LLC~~an ~~(“MWI”),~~existing asvacancy ~~described~~on ~~further below, to construct, own and operate~~ the ~~Mojave Groundwater Bank (the “Project Financing”)~~Board.

~~Under~~Mr. ~~the~~Dave ~~terms~~O’Hara ofis ~~the~~a ~~Agreement,~~senior ~~Lytton~~finance executive ~~will~~with ~~provide~~extensive anexperience ~~unsecured term loan~~ in ancorporate ~~aggregate principal amount of up to $51~~finance,~~000,000~~ tocommercial ~~the~~strategy ~~Company, to be used by the Company for development~~ and ~~capital~~large-scale ~~expenses~~growth ~~related~~initiatives. toHe ~~construction~~is ofpresently ~~the~~on ~~Project prior to~~ the ~~initial~~Board ~~closing~~ of ~~the Project Financing,~~ ~~and~~Directors completion of certain development milestones. Upon the initial closing of the Project Financing, the Tribal Investment will convert, at Lytton’s election, into a majority interest in the storage cash flows from the Mojave Groundwater Bank, which Lytton would then contribute to MWI, in exchange for ~~equity~~private ~~interests~~companies ~~in MWI on the same economic terms offered to other equity investors in MWI~~Rhorrim, ~~as described further below~~Inc. ~~MWI will own certain Project infrastructure assets~~ and ~~cash~~LevelTen ~~flows~~Energy, ~~to be contributed by the Company to MWI upon the initial closing of the Project Financing~~Inc.

~~The~~Mr. ~~Agreement~~O’Hara ~~follows~~spent amore ~~Letter~~than of20 ~~Intent~~years ~~executed~~at Microsoft ~~between~~in ~~Lytton~~senior ~~and~~executive ~~the~~leadership ~~Company~~roles, inmost ~~November~~recently ~~2024~~serving ~~outlining~~as ~~Lytton~~Executive Vice President and Chief Financial Officer of Microsoft’s Commercial ~~proposed~~Business ~~$51~~Group. ~~million~~In ~~investment~~that torole, ~~secure~~he ~~tribal~~was ~~ownership~~responsible ~~in what~~for isinvestment ~~expected~~strategy, tobudgeting, beforecasting, and financial analysis across some of the company’s largest ~~new~~and ~~groundwater~~most ~~bank~~strategically inimportant ~~the~~business ~~Southwest~~units. ~~The~~His ~~Tribal~~experience ~~Investment~~includes isoversight ~~assignable~~of bylarge-scale, long-duration ~~Lytton~~capital toinvestments ~~include~~such ~~other~~as data centers, cloud infrastructure, and global platform expansions. Earlier at Microsoft, ~~Native~~Mr. ~~American~~O’Hara ~~Tribes~~served as Chief Operating Officer of Microsoft Advertising and as Vice President of Business Development.

~~Under~~Before ~~the~~joining ~~Agreement~~Microsoft, ~~the~~Mr. ~~Company~~O’Hara ~~at its election~~served ~~may~~as ~~draw~~Vice upPresident toof ~~$51~~Mergers ~~million in one or more installments beginning on the Effective Date~~ and ~~ending~~Acquisitions ~~April 30, 2027. Funds are to be used to finance, construct, develop, own,~~ and ~~operate~~Vice ~~the~~President ~~Project, reimburse the Company~~ for ~~prior expenditures related to those purposes, and pay legal, accounting, due diligence, and SEC registration or prospectus filing costs associated with~~ the ~~Agreement.~~International ~~The~~Division ~~Company~~at ~~expects to~~Great ~~make~~Plains ~~an initial draw of $15 million for reimbursement of Project expenses and support development activities~~Software, ~~including~~which ~~equipment~~was ~~deposits~~acquired ~~for~~by ~~construction~~Microsoft ~~of the Northern Pipeline expected~~ in ~~2026, in advance of entering into definitive agreements with other MWI investors~~2001.

~~Following~~Mr. ~~full funding of the Tribal Investment under the Agreement, at Lytton~~O’sHara ~~election,~~holds ~~the outstanding principal and accrued interest of the Tribal Investment may be converted into~~ a ~~contractual right to receive a share of future cash flows from the Company~~Bachelor’s ~~water-storage rights (the “Storage Cash~~degree ~~Flows~~in ~~Right”),~~Economics ~~which~~and ~~entitles~~an ~~Lytton~~MBA ~~to receive 51% of the cash flows generated~~ from the ~~Company’s~~University ~~water-storage~~of ~~operations, provided~~South ~~that Lytton contributes the Storage Cash Flows Right to MWI in exchange for its ownership interest in MWI on the same economic terms offered to other equity investors in MWI~~Dakota.

~~The~~Mr. ~~unsecured~~O’Hara ~~term~~has ~~loan~~initially ~~bears~~been ~~interest~~appointed as at a ~~fixed rate~~director offor 8%a ~~per~~term ~~annum,~~expiring ~~payable~~at ~~quarterly in arrears on March 31, June 30, September 30, and December 31 of each year. Interest may be paid in cash or, upon mutual agreement between~~ the Company ~~and Lytton, in shares of the Company~~’s ~~common~~2026 ~~stock~~Annual ~~determined~~Meeting inof ~~accordance with~~Stockholders ~~the Agreement. The Tribal Investment matures 66 months after the Effective Date~~ (the “~~Initial~~2026 ~~Maturity Date~~Meeting”) ~~which~~and ~~may be~~is ~~extended up~~ expected to anstand ~~additional~~for 60re-election ~~months after the Initial Maturity Date (~~as ~~extended,~~a ~~the~~director ~~“Maturity~~at ~~Date”) if any principal amount remains outstanding as of~~ the ~~Initial~~2026 ~~Maturity Date~~Meeting.

InThere ~~connection~~are ~~with~~no ~~the~~arrangements ~~Agreement,~~or ~~the~~understandings ~~Company~~between ~~agreed~~Mr. O’Hara and any other person pursuant to ~~issue~~which ~~shares~~he was selected as a director. Mr. O’Hara has no family relationships with any director or executive officer of ~~its~~the ~~common~~Company. ~~stock~~There are no transactions in which Mr. O’Hara has a direct or indirect material interest that would be required to ~~Lytton~~be asdisclosed ~~follows:~~under Item 404(a) of Regulation S-K.

●Mr. ~~upon~~O’Hara ~~execution~~will ofbe compensated for his service as a director in accordance with the ~~Agreement~~Company’s Director Compensation Policy, aas ~~commitment~~described ~~fee~~in the Company’s most recent Proxy Statement for its Annual Meeting of ~~600~~Stockholders held on June 12,~~000~~ ~~shares~~2025, (as filed with the ~~“Commitment~~Securities ~~Fee~~and ~~Shares”);~~Exchange Commission on April 25, 2025.

~~● on each funding date, a funding fee of 25,000 shares per $1 million of principal amount funded (the “Funding Fee Shares”);and~~SIGNATURES

●Pursuant into the ~~event~~requirements of the ~~Tribal~~Securities ~~Investment~~Exchange isAct ~~extended~~of ~~beyond~~1934, the ~~Initial~~registrant ~~Maturity~~has ~~Date,~~duly ancaused ~~extension~~this ~~fee~~report ofto ~~800,000~~be ~~shares~~signed (on its behalf by the ~~“Extension~~undersigned ~~Fee~~hereunto duly ~~Shares”)~~authorized.

~~The~~Cadiz ~~Company~~Inc. isBy: ~~registering~~/s/ ~~the~~Stanley ~~Commitment~~Speer ~~Fee Shares~~Stanley ~~and~~Speer ~~Funding~~Chief ~~Fee~~Financial ~~Shares pursuant to its effective shelf registration statement on Form S-3 and a prospectus supplement thereunder.~~Officer

~~The~~Date: ~~Agreement~~February ~~includes customary representations~~4, ~~warranties,~~ covenants, conditions precedent, and events of default, including non-payment, failure to issue required shares, covenant breaches, material misrepresentations, certain cross-defaults, judgments, material adverse events, failure to maintain required governmental approvals for the Project, and insolvency events. Upon an event of default, Lytton may accelerate the Tribal Investment, cease further funding, and exercise available remedies.2026

The foregoing summary of the material terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.2

The representations, warranties and covenants contained in the Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission (the “SEC”).

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this current report on Form 8-K is incorporated herein by reference to the extent required to be set forth herein.

Item 7.01 Regulation FD Disclosure.

On October 28, 2025, the Company issued a press release regarding its entry into the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

Item 8.01. Other Events.

In connection with the filing of the Prospectus Supplement, the Company is filing a legal opinion of its counsel, Norton Rose Fulbright US LLP, relating to the validity of the issuance and sale of the Commitment Fee Shares and Funding Fee Shares (each as defined in Item 1.01 above), which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.

INFORMATION RELATING TO FORWARD LOOKING STATEMENTS

This current report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “would,” “will,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.” These forward-looking statements include, but are not limited to, statements concerning the timing, amount, availability and use of proceeds from the Tribal Investment and drawdowns thereunder; the anticipated conversion of the Tribal Investment into a majority interest in the cash flows from the Mojave Groundwater Bank and contribution to MWI; the structure, timing, size and terms of the anticipated Project Financing, including the Company’s plan to raise equity capital through MWI; the Company’s expectations regarding ownership, operation and cash flows of the Mojave Groundwater Bank; the expected timing and development milestones for the Mojave Groundwater Bank and related infrastructure; the potential issuance of additional shares, including any Funding Fee Shares and Extension Fee Shares, and the potential payment of interest in shares of the Company’s common stock. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Factors that could cause actual results or events to differ materially from those reflected in the Company’s forward-looking statements include risks related to the Company’s ability to satisfy the conditions precedent to funding under the Agreement and to draw the full amount of the Tribal Investment; Lytton’s performance of its obligations and the Company’s ability to negotiate and close the anticipated Project Financing on acceptable terms and within expected timeframes; the election, timing and mechanics of any conversion of the Tribal Investment and the Company’s and Lytton’s ability to consummate the contribution of the Storage Cash Flows Right to MWI on the expected terms; the Company’s ability to raise additional equity capital for MWI; dilution and market conditions affecting the issuance and resale of the Company’s common stock; and other risks and uncertainties and other factors and considerations detailed in the Company’s SEC filings including its annual report on Form 10-K for the year ended December 31, 2024 and subsequent Exchange Act and Securities Act filings. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Norton Rose Fulbright US LLP
10.1*		Credit Agreement, dated as of October 27, 2025, by and between the Company and Lytton Rancheria of California
23.1		Consent of Norton Rose Fulbright US LLP to the filing of Exhibit 5.1 herewith (included in Exhibit 5.1).
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CADIZ INC.
Date: October 28, 2025	By:	/s/ Stanley Speer
		Stanley Speer
		Chief Financial Officer

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