8-K
CADIZ INC (CDZI)
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):
September 25, 2025
| Cadiz Inc. | ||
|---|---|---|
| (Exact Name of Registrant as Specified in its Charter) | ||
| Delaware | 001-40579 | 77-0313235 |
| --- | --- | --- |
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 550 S. Hope Street, Suite 2850<br><br> <br>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<br> 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 8.01 Other Events.
On September 25, 2025, the U.S. Bureau of Reclamation (“USBR”), Fenner Valley Water Authority, and Fenner Gap Mutual Water Company, a mutual water company managed by Cadiz Inc. (the “Company”), entered into a Memorandum of Understanding (the “MOU”) to develop data on potential opportunities for water augmentation of the Colorado River through the Company’s proposed Mojave Groundwater Bank project (“MGB”) in San Bernardino County, California.
The MOU establishes a framework for collaboration among the parties to share data, tools, and research concerning potential opportunities for water augmentation and aquifer storage associated with the MGB. Under the MOU, USBR will study whether conserved water supply from the MGB could be delivered to Lake Mead via an exchange or augmentation into the Colorado River Aqueduct and evaluate the potential of non-tributary conserved water and aquifer storage, along with related projects, to provide substantial benefits in the Lower Colorado River Basin. The effort is expected to support ongoing federal and state initiatives to address drought conditions, declining reservoir levels, and the need for increased water storage and drought resiliency in Southern California and the Lower Colorado River Basin.
Under the MOU, the parties will finalize the scope of the collaboration and enter into a cost-sharing agreement. The MOU is legally non-binding and does not require any party to take action that exceeds its legal authority or otherwise take any action without compliance with all laws, policies and regulations. It will remain in effect for an initial five-year term and will automatically renew for additional five-year terms unless terminated in writing by one or more parties.
A copy of the MOU is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the MOU is qualified in its entirety by reference to the full text of the MOU filed herewith.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Memorandum of Understanding, effective as of September 25, 2025, among the Bureau of Reclamation, Fenner Valley Water Authority, and Fenner Gap Mutual Water Company. |
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 regarding the anticipated collaboration under the MOU and its potential benefits to Cadiz and Colorado River Basin water management. Although Cadiz 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 Cadiz’s forward-looking statements include risks related to whether the parties continue to collaborate under the MOU; the ability to complete the studies contemplated by the MOU; whether such studies demonstrate the anticipated benefits of the proposed MGB to management of Colorado River water resources; potential changes in laws or regulations that may affect the contemplated efforts under the MOU; and other risks and uncertainties and other factors and considerations detailed in Cadiz’s Securities and Exchange Commission filings including its annual report on Form 10-K for the year ended December 31, 2024 and subsequent Exchange Act and Securities Act filings. We undertake 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.
SIGNATURES
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. | |
|---|---|
| By: | /s/ Stanley E. Speer |
| Stanley E. Speer | |
| Chief Financial Officer |
Date: September 26, 2025
Exhibit 99.1
MEMORANDUM OF UNDERSTANDING BETWEEN
THE BUREAU OF RECLAMATION ON BEHALF OF THE UNITED STATES DEPARTMENT OF THE INTERIOR
AND
FENNER VALLEY WATER AUTHORITY, FENNER GAP MUTUAL WATER COMPANY, FOR COORDINATON OF TECHNICAL INFORMATION FOR THE PROPOSED MOJAVE GROUNDWATER BANK
| 1. | Preface: |
|---|---|
| a. | This Memorandum of Understanding (“MOU”) is effective as<br>of September 25, 2025, by and between the United States Department of the Interior, Bureau of Reclamation (“Reclamation”),<br>Fenner Valley Water Authority (“FVWA”), Fenner Gap Mutual Water Company (“FGMWC”), individually “Party”,<br>collectively the “Parties”, to cooperate and collaborate on development of the Mojave Groundwater Bank project (“MGB”)<br>in San Bernardino County. |
| --- | --- |
| b. | The U.S. Department of the Interior protects and manages the Nation’s natural resources and cultural heritage;<br>provides scientific and other information about those resources; and honors its trust responsibilities or special commitments to American<br>Indians, Alaska Natives, Native Hawaiians, and affiliated Island Communities. The mission of Reclamation is to manage, develop, and protect<br>water and related resources in an environmentally and economically sound manner in the interest of the American public. |
| --- | --- |
| c. | The mission of FGMWC and FVWA, collectively, is to sustainably manage the groundwater basin in Cadiz Valley<br>in order to conserve, store, and deliver reliable and affordable new water supplies to communities in Southern California and the Lower<br>Colorado River Basin. |
| --- | --- |
| d. | The MGB, being developed in San Bernardino County by FVWA, FGMWC, and other local agencies and tribal<br>nations, is an innovative water supply and storage project that has the potential to provide substantial benefits in the Lower Colorado<br>River Basin. |
| --- | --- |
| e. | The State of California has recently experienced catastrophic<br>wildfires and two significant multi-year droughts that have highlighted the urgent need for more dependable water supplies, water storage<br>and conveyance, infrastructure, and additional drought resiliency measures for Southern California and the Lower Colorado River Basin. |
| --- | --- |
| f. | The Colorado River Basin began experiencing meaningfully drier hydrologic conditions more than twenty<br>years ago, leading to substantially diminished inflows into the system and decreased water elevation levels in both Lakes Mead and Powell. |
| --- | --- |
| g. | To meet the challenges of drought in the Colorado River Basin, the Secretary adopted and, with the support<br>and agreement of the Basin States, implemented the 2007 Colorado River Interim Guidelines for Lower Basin Shortages and the Coordinated<br>Operations for Lake Powell and Lake Mead, as supplemented (“2007 Interim Guidelines”) to, among other things, provide additional<br>mechanisms for the storage and delivery of water supplies in Lake Mead to increase the flexibility of meeting water use needs from Lake<br>Mead, particularly under drought and low reservoir conditions. The process to create successor guidelines has been formally underway since<br>June 16, 2023 [NOI publication date], and Reclamation and Department are working toward finalization of the new guidelines with a Record<br>of Decision in calendar 2026. |
| --- | --- |
| h. | Annual variability of flows and the potential for the continuation of recent low flow conditions could<br>result in the further decline of system reservoirs in the Colorado River Basin, emphasizing the need for additional water management tools<br>to help meet the basin’s challenges. |
| --- | --- |
| 2. | Purpose of this MOU: |
| --- | --- |
| a. | Outline the collaborative process among Reclamation and FVWA, FGMWC, to share and develop data on<br> potential opportunities for water augmentation of the Colorado River through the proposed Mojave Groundwater Bank (MGB) comprised<br> of: (i) conserved, water supplies non-tributary to the Colorado River and (ii) aquifer storage adjacent to the Colorado River<br> Aqueduct (CRA), in Southern California. |
| --- | --- |
| b. | Work toward creating a shared understanding of the physical setting and the latest data, tools, and research<br>underpinning the proposed MGB and its potential costs and benefits to management of Colorado River water resources, including the following: |
| --- | --- |
| i. | Study whether conserved water supply from the MGB could be delivered to Lake Mead via an exchange or augmentation<br>into the CRA and whether it is non-tributary to the Colorado River. |
| --- | --- |
| ii. | Study whether any of the conserved water is generated in accordance with applicable laws,<br> regulations, and court decrees |
| --- | --- |
| iii. | Study the potential of non-tributary conserved water and the aquifer storage along with related projects<br>to provide substantial benefits in the Lower Colorado River Basin. |
| --- | --- |
| 3. | Authority for this MOU: |
| --- | --- |
| a. | This MOU is entered into by Reclamation pursuant to the Reclamation Act of 1902 (Ch. 1093, 32 Stat 388;<br>43 U.S.C. §§ 391 et seq.) and the acts amendatory thereof or supplementary thereto, including, but not limited to, the<br>Act of August 26, 1937 (50 Stat. 844), as amended, and as reauthorized by the<br>Act of October 17, 1940 (54 Stat. 1198), and as reauthorized by the Act of September 26, 1950 (64 Stat. 1036). |
| --- | --- |
| 4. | Agreement: |
| --- | --- |
| a. | The Parties agree to work together collaboratively to advance the purposes identified in this MOU, listed<br>in section 2. |
| --- | --- |
| b. | The Parties will comply with applicable law regarding implementation of this MOU. |
| --- | --- |
| c. | This MOU does not impact any obligations, agreements, or potential agreements between FGMWC and FVWA and<br>the Bureau of Land Management (BLM) or other federal agencies regarding use of, or rights of way on federal land. |
| --- | --- |
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| 5. | General Provisions: |
|---|---|
| a. | Non-binding Nature: This MOU is legally nonbinding and in no way: (i) impairs any Party from continuing<br>its own planning or project implementation; (ii) limits a Party from exercising its regulatory or discretionary authority in any matter;<br>(iii) infers that a Party’s governing body or management will act in any particular manner on a project or other component of this MOU;<br>(iv) gives any of the Parties any authority over matters within the jurisdiction of any other Party; or (v) requires any Party to take<br>any action that exceeds its legal authority or otherwise take any action without compliance with all applicable laws, policies and regulations,<br>including environmental reviews. |
| --- | --- |
| b. | No New Legal Rights: Nothing in this MOU creates any legal rights, obligations, benefits, or trust<br>responsibilities, substantive or procedural, enforceable at law or in equity, by a Party against any other Party, a Party’s officers,<br>employees, or agents, or any other person. |
| --- | --- |
| c. | Term: This MOU will be effective upon the execution of this MOU by all the Parties, which date<br>is set forth on the first page. This MOU will remain in effect for five years and will automatically renew for additional five-year terms<br>unless terminated in writing as set forth below. |
| --- | --- |
| d. | Dispute Resolution and Termination: At any time, any Party to this MOU wishing to withdraw<br> from this MOU must provide a 30-day written notice to the other Parties specifying the reason the notifying Party wishes to<br> withdraw. Before the withdrawal takes effect, the Parties will promptly meet and confer in a good-faith effort to address and<br> resolve, if possible, the issues causing the notifying Party to wish to withdraw from this MOU. If following such meeting(s) the<br> notifying Party still wishes to withdraw, such Party may withdraw no sooner than 30 days after the date of the final written notice<br> following a good faith effort to resolve the disputing Party’s concern(s) described herein. Upon the effective withdrawal by<br> any Party, the remaining Parties will determine whether they wish to continue the MOU, continue the MOU with changes, or terminate<br> the MOU. |
| --- | --- |
| e. | Amendment: Modifications or amendments to the terms of this MOU must be in writing and executed<br>by all Parties. |
| --- | --- |
| f. | Authorities Not Altered: Nothing in this MOU shall be construed to alter, limit, expand or affect<br>in any way the statutory or regulatory authority or legal responsibilities of any Party. Nothing in this MOU binds any Party to perform<br>beyond their respective authorities. The mission requirements, funding, personnel, and other priorities of the Parties may affect their<br>ability to undertake actions to achieve the goals identified in this MOU. |
| --- | --- |
| g. | No member of or delegate to Congress, resident commissioner, or official of the signatories shall benefit<br>from this MOU other than as a water user or landowner in the same manner as other water users or landowners. |
| --- | --- |
| h. | Any information furnished between the Parties under this MOU may be subject to the Freedom of Information<br>Act, 5 U.S.C. § 552, et seq. (FOIA), or applicable state records laws. |
| --- | --- |
| i. | No Party may assign any portion of this MOU without the prior written consent of the other Parties. This<br>MOU shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. |
| --- | --- |
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| 6. | Authorized Representatives: |
|---|---|
| a. | The signatories to this MOU represent that they have been appropriately authorized to enter into this<br>MOU on behalf of the Party for which they sign and that no further action or approvals are necessary before execution of this MOU. |
| --- | --- |
| 7. | Effect of MOU: |
| --- | --- |
| a. | This MOU shall not affect the validity of any existing water rights held by any Party. This MOU does<br>not constitute an amendment, modification or alteration of any existing water service, repayment, exchange, or purchase contract, and<br>all the Parties’ respective water service, repayment, exchange, and purchase contracts shall remain in full force and effect. |
| --- | --- |
| b. | Nothing in this MOU will be interpreted as limiting, superseding, or otherwise affecting each Party’s<br>normal operations or decisions in carrying out its statutory or regulatory duties. This MOU does not limit or restrict the Parties from<br>participating in similar activities or arrangements with other entities. |
| --- | --- |
| c. | Nothing in this MOU diminishes or abrogates the authority<br>of the Secretary of the Interior under applicable Federal law, regulations, or the Consolidated<br>Decree of the Supreme Court of the United States in the case of Arizona v. California, et al., entered March 27, 2006, (547<br>U.S. 150 (2006)), or as it may be further modified. |
| --- | --- |
| d. | Nothing in this MOU is intended to conflict with current law, regulation, or policy. If a term of this<br>MOU is inconsistent with any such authority, regulation or policy, then that term shall be invalid, but the remaining terms and conditions<br>of this MOU shall remain in full force and effect. |
| --- | --- |
| e. | It is expressly understood and agreed that this MOU embodies the entire understanding between the Parties<br>regarding the MOU’s subject matter. |
| --- | --- |
| 8. | Relationship of Parties: |
| --- | --- |
| a. | Execution of this MOU does not create a new legal entity with a separate existence from the<br> individual Parties. This MOU does not create an “advisory committee” as that term is defined in the Federal Advisory<br> Committee Act, as amended (Pub. L. 92-463). This MOU also does not result in the joint exercise of powers as set forth in California<br> Government Code section 6500 et seq. This MOU neither expands nor is in derogation of those powers and authorities vested in the<br> Parties, or any of them, by applicable laws, statutes, regulations, or Executive Orders, nor does it modify or supersede any other<br> applicable interagency agreements existing as of the date of this MOU. |
| --- | --- |
| b. | Nothing in this MOU may be interpreted to imply that any Party endorses any of the products,<br> services, or policies of any other Party. |
| --- | --- |
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| 9. | Funding and Availability of Funds: |
|---|---|
| a. | Contingent on Appropriation or Allotment of Funds: The expenditure or advance of any money or the<br>performance of any obligation of the United States under this MOU shall be contingent upon appropriation or allotment of funds. No liability<br>shall accrue to the United States in case funds are not appropriated or allocated. |
| --- | --- |
| b. | For any federal expenditures pursuant to this MOU, and as part of government-wide efforts to improve<br>oversight of Federal grantmaking and spending, Reclamation will require reimbursement for its activities pursuant to Reclamation law,<br>to assure no net costs to Reclamation. Any funding must be authorized in separate, follow-on agreements based on appropriate statutory<br>authorities. This MOU does not commit the Parties to enter into any specific agreements for the purpose(s) of this MOU. This MOU cannot<br>be used to obligate or transfer funds, personnel, supplies, equipment, or services between the Parties or to affect any type of binding<br>commitment or obligation. This MOU does not create an actual or implied intention, or requirement for Reclamation to enter into funding<br>agreements. |
| --- | --- |
| 10. | No Third-Party Beneficiaries: |
| --- | --- |
| a. | This MOU is for the sole benefit of the Parties and nothing herein, express, or implied, is intended to<br>or will confer upon any other person or entity, including individual FWA, SLDMWA, and SJRECWA member agencies, any legal or equitable<br>right, benefit or remedy of any nature whatsoever under or by reason of this MOU. |
| --- | --- |
| 11. | Counterparts: |
| --- | --- |
| a. | This MOU may be executed in counterparts, each of which shall be an<br>original and all of which shall constitute only one agreement. |
| --- | --- |
| 12. | Exhibits Made Part of MOU: |
| --- | --- |
| a. | Exhibit A is attached hereto and made part hereof, and shall be in force and effect in accordance with<br>its respective provisions until superseded by a subsequent exhibit or exhibits executed by the Parties. |
| --- | --- |
| 13. | Any notice, demand, or request shall be deemed properly served, given, or made if delivered in person;<br>emailed; sent by registered or certified mail, postage prepaid; or sent by overnight delivery to the addresses below, charges prepaid<br>or charged to the sender’s account, to the persons in the positions executing this MOU. |
| --- | --- |
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| 14. | Principal Contacts for This MOU: |
|---|---|
| Fenner Valley Water Authority | Fenner Gap Mutual Water Company |
| --- | --- |
| Robert Grantham | Susan P. Kennedy |
| Executive Director | President |
| 26111 Antonio Parkway | 550 South Hope Street |
| Rancho Santa Margarita, CA 92688 | Los Angeles, CA 90071 |
| United States | |
| Bureau of Reclamation Regional Director | |
| Interior Region 8: Lower Colorado Basin 500 Date Street, BLDG 900 | |
| Boulder City, NV 89006 |
SIGNATURE PAGE FOLLOWS
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| /s/ Scott J. Cameron |
|---|
| Scott J. Cameron |
| Acting Assistant Secretary |
| for Water and Science |
| /s/ Susan P. Kennedy |
| Susan P. Kennedy |
| President |
| Fenner Gap Mutual Water Company |
| /s/ Robert S. Grantham |
| Robert S. Grantham |
| Executive Director |
| Fenner Valley Water Authority |
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