CADIZ, Inc.

Item 1.01. Entry into a Material Definitive Agreement. On July 27, 2026, Fenner Gap Mutual Water Company (“Fenner Gap”), the mutual water company formed by Cadiz in 2010 to manage and operate the Mojave Groundwater Bank, entered into a CMAR agreement with W.M. Lyles Co. (the “Lyles Agreement”). The Lyles Agreement establishes a GMP of approximately $218.9 million for the pump-station facilities required for operation of the Northern Pipeline. The GMP includes 15% of project contingency and requires Lyles to complete the covered work within the GMP. Accordingly, absent Fenner Gap-directed changes, delays or other adjustments permitted under the agreement, cost increases associated with the covered work will be borne by Lyles or absorbed within the contingency. Also on July 27, 2026, Fenner Gap entered into a separate CMAR agreement with Mike Bubalo Construction Co., Inc. (the “Bubalo Agreement” and, together with the Lyles Agreement, the “GMP Agreements”). The Bubalo Agreement establishes a GMP of approximately $54.9 million for the pipeline replacement and related facilities required to convert the Northern Pipeline to water conveyance. The guaranteed maximum price includes 10% of project contingency and requires Bubalo to complete the covered work within the GMP. Accordingly, absent Fenner Gap-directed changes, delays or other adjustments permitted under the agreement, cost increases associated with the covered work will be borne by Bubalo or absorbed within the contingency. Together, the GMP Agreements establish aggregate guaranteed maximum prices of approximately $273.8 million for the primary pipeline replacement and pump-station construction packages required to place the Northern Pipeline into service and deliver approximately 21,275 acre-feet per year under existing water supply contracts. The potential total capacity of the Northern Pipeline is estimated at 25,000 acre-feet per year. Based on the Company’s current capital budget, the construction capital expenditures required to place the Northern Pipeline into service are estimated at approximately $403.3 million. This capital budget consists of approximately $273.8 million covered by the GMP Agreements and approximately $129.5 million for owner-procured pumps, replacement pipe and power generation equipment, necessary additional wellfield facilities and customary project contingency. Fenner Gap has secured contractual pricing for the replacement pipe and power generation equipment through existing purchase options and has received supplier quotations for the pumps. The wellfield facilities, representing approximately 5% of the current construction capital budget, or $22 million, are also being competitively procured under a separate GMP structure with contractors with previous experience at the Cadiz Ranch wellfield, and a final GMP is not expected to materially affect the current capital expenditure estimate. The GMP Agreements are subject to customary adjustments for changes in scope, owner-directed changes, delays, differing site conditions and other events specified in the agreements. They also provide for 50/50 sharing of unused contingency between Fenner Gap and the applicable contractor, return of unused allowances to Fenner Gap, and contract-specific early-completion incentive and delay-damages provisions. Construction will commence following issuance of notices to proceed and satisfaction of applicable financing, permitting and other customary preconstruction conditions, which is expected to occur this calendar year. The agreements reflect pricing and scheduling assumptions based on a September 2026 notice to proceed, but do not automatically terminate or reset the GMPs solely if notice to proceed occurs later, although later notice-to-proceed timing may support permitted schedule or price adjustments. The foregoing descriptions of the GMP Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Lyles Agreement and the Bubalo Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K 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”), including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by words such as “expects,” “anticipates,” “plans,” “believes,” “estimates,” “intends,” “projects,” “may,” “will,” “could,” “should,” and similar expressions. Forward-looking statements in this report include, without limitation, statements regarding the Company’s expectations, plans and estimates concerning the development, construction, financing and operation of its infrastructure and water supply projects, including anticipated costs, schedules, capacities and project milestones. These forward-looking statements are based on current expectations, estimates and assumptions and are subject to significant risks and uncertainties. Actual results may differ materially from those expressed or implied by these forward-looking statements due to a variety of factors, including, without limitation: the ability to obtain required financing on acceptable terms or at all; delays in obtaining permits, approvals or other governmental authorizations; changes in construction schedules or project scope; contractor performance issues; labor shortages; supply chain disruptions; equipment availability constraints; increases in material, transportation, labor, energy or other project costs; differing site conditions; weather or environmental conditions; changes in applicable laws, regulations or governmental policies; disputes under project agreements; lawsuits that have been filed or may be filed against the Company and its projects; and other economic, business, regulatory and market factors that could affect the Company’s projects, operations or financial condition. Additional information regarding risks and uncertainties is contained in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and subsequent filings under the Exchange Act and the Securities Act. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.