Cadiz Enters Two Agreements For Mojave Groundwater Bank Northern Pipeline Project; On July 27, Fenner Gap Mutual Water Company Entered Into A CMAR Agreement With W.M. Lyles Co, Lyles Agreement Sets GMP Of $218.90M For Pump-Station Facilities; Fenner Gap Entered Into A Separate CMAR Agreement With Mike Bubalo Construction Co, Bubalo Agreement Sets GMP Of $54.90M For Pipeline Replacement

Introductory Note

On July 27, 2026, Cadiz Inc. (the "Company," or "Cadiz"), through its affiliate Fenner Gap Mutual Water Company ("Fenner Gap"), entered into two agreements for the engineering, procurement and construction of the Mojave Groundwater Bank Northern Pipeline project (the "Northern Pipeline"). As described in greater detail below under Item 1.01, these agreements are Construction Manager at Risk ("CMAR") agreements establishing guaranteed maximum prices ("GMPs") for the project’s principal construction packages , including pump stations and pipeline replacement; and together with owner-procured equipment and materials subject to contractual pricing, purchase options or supplier quotations, these agreements establish substantially all of the estimated construction capital expenditures required to place the Northern Pipeline into service.

The CMAR delivery structure provides Fenner Gap with contractually established guaranteed maximum prices for the project’s principal construction packages while allowing the Company to directly procure major long-lead equipment and materials. This approach is intended to reduce construction cost uncertainty, preserve flexibility to competitively procure major equipment and materials, and establish a defined construction capital budget that can be used in connection with the Company’s project financing activities for the Mojave Groundwater Bank.

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.