Current Report · Items 5.03, 5.07, 9.01 · 8-K

CADIZ, Inc.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders

Filed Jun 23, 2026Accepted Jun 23, 2026, 3:42 PM EDTCIK 727273Accession 0001437749-26-021420

Company context

Cadiz, Inc. (NASDAQ: CDZI) is a water solutions and natural resources company developing long-term water supply, storage, conveyance and treatment solutions for communities, businesses, farmers and public agencies across the Southwest. Founded in 1983, Cadiz owns approximately 45,000 acres of land and 220 miles of pipeline assets in California’s Mojave Desert. Its assets include Cadiz Ranch, the largest agricultural operation in San Bernardino County; the Mojave Groundwater Bank, one of the largest new water supply and groundwater storage projects in the Lower Colorado River Basin; and ATEC Water Systems, which provides specialized groundwater treatment technology throughout the western United States. Visit the Company’s website at www.cadizinc.com

Current securities

CDZINASDAQ · EQUITY · Current CDZIPNASDAQ · EQUITY · Current

Recent company filings

Disclosure sections

Items 5.03, 5.07, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.03Item 5.03 - Amendments to Articles/Bylaws

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendment to Certificate of Incorporation On June 18, 2026, Cadiz Inc. (the “Company”) filed a Certificate of Amendment of Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock from 100,000,000 to 125,000,000. As disclosed in item 5.07 of this Current Report on Form 8-K, the Amendment to Certificate of Incorporation was approved by the Company’s stockholders at the Company’s 2026 annual meeting of stockholders held on June 18, 2026 (the “Annual Meeting”). For a description of the Amendment to Certificate of Incorporation, see “Proposal 2 - Amendment to Certificate of Incorporation” of the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (“SEC”) on April 30, 2026. The foregoing description of the Amendment to Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment to Certificate of Incorporation, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07Item 5.07 - Submission of Matters to Vote

Item 5.07 Submission of Matters to a Vote of Security Holders On June 18, 2026, the Company held its 2026 Annual Meeting of Stockholders. The number of shares present virtually or represented by proxy and entitled to vote at said meeting was 60,318,605. The following directors were elected at the meeting: NOMINEE VOTES FOR VOTES WITHHELD BROKER NON-VOTES ───────────────────────────────────────────────────────────────────────── Stephen E. Courter 52,268,977 361,153 7,688,475 Maria Dreyfus 52,358,438 271,692 7,688,475 Maria Echaveste 52,278,900 351,230 7,688,475 Winston Hickox 52,294,735 335,395 7,688,475 Susan Kennedy 52,394,906 235,224 7,688,475 Barbara A. Lloyd 52,364,731 265,399 7,688,475 Kenneth T. Lombard 52,372,184 257,946 7,688,475 David O’Hara 52,442,228 187,902 7,688,475 Richard Polanco 52,306,233 323,897 7,688,475 ii. The amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock was approved by the following vote: VOTES FOR: 58,927,534 AGAINST: 335,574 ABSTAIN: 1,055,497 iii. PricewaterhouseCoopers LLP was approved as the Company’s independent auditors for the fiscal year 2026 by the following vote: VOTES FOR: 59,131,415 AGAINST: 1,174,256 ABSTAIN: 12,934 iv. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the following vote: VOTES FOR: 51,626,262 AGAINST: 959,823 ABSTAIN: 44,045 BROKER NON-VOTES: 7,688,475