Jacinto J. Hernandez, Chief Financial Officer of Cadiz Inc. (NASDAQ:CDZI), filed a Form 4 on September 11, 2026, reporting the grant of 800,000 restricted stock units and 800,000 performance stock units on September 9, 2026, both issued as employment inducement awards.

Key Highlights

  • RSU grant: 800,000 restricted stock units were granted to Hernandez on September 9, 2026, at a price of $0, as an employment inducement award under Nasdaq Listing Rule 5635(c)(4).
  • Immediate partial vesting: 200,000 RSUs vested on the grant date, with the remaining 600,000 vesting in twelve equal quarterly installments of 50,000 each, beginning with the quarter ending September 30, 2026.
  • PSU grant: 800,000 performance stock units were also granted on September 9, 2026, each representing a contingent right to receive one share of common stock, at a price of $0.
  • Price-hurdle vesting: PSUs vest in four equal tranches of 200,000 upon the common stock achieving per-share price hurdles of $6.00, $8.00, $10.00, and $12.00, respectively.
  • Settlement terms: All vested RSUs and PSUs will be settled in shares on the earlier of the fifth anniversary of the grant date or the reporting person's separation from service.
  • Beneficial ownership disclaimer: According to the filing, Hernandez disclaims beneficial ownership of both the RSUs and PSUs until and to the extent that ownership has vested.

Cadiz Inc. CFO Granted RSUs and PSUs as Employment Inducement Awards

According to the Form 4 filed on September 11, 2026, Jacinto J. Hernandez, Chief Financial Officer of Cadiz Inc., received two separate equity grants on September 9, 2026. The first is a grant of 800,000 restricted stock units, each corresponding to one share of Cadiz common stock. The filing states that 200,000 of these RSUs vested immediately on the grant date, with the remaining 600,000 scheduled to vest in twelve equal quarterly installments of 50,000 each, commencing with the fiscal quarter ending September 30, 2026, subject to continuous service as of each applicable vesting date.

The second grant consists of 800,000 performance stock units, which the filing describes as contingent rights to receive one share of common stock per vested PSU. Vesting is tied to stock price hurdles: 200,000 PSUs vest at $6.00 per share, 200,000 at $8.00, 200,000 at $10.00, and 200,000 at $12.00, each subject to the reporting person's continuous service. The filing notes the PSUs carry an expiration date of July 27, 2031.

Both the RSU and PSU grants were issued as employment inducement awards pursuant to Nasdaq Listing Rule 5635(c)(4), according to the filing. Settlement for both award types occurs on the earlier of the fifth anniversary of the September 9, 2026 grant date or the reporting person's "separation from service," as defined in Section 409A of the Internal Revenue Code of 1986, as amended. Following the reported transactions, Hernandez is listed as directly holding 800,000 shares of common stock and 800,000 performance rights, with beneficial ownership disclaimed on both until vesting occurs.

What Was Disclosed

The filing reports two employment inducement equity grants to Cadiz Inc.'s CFO: 800,000 RSUs vesting on a time-based schedule and 800,000 PSUs vesting upon achievement of specified stock price hurdles, both granted on September 9, 2026, at no cost to the recipient.