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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On February 3, 2026, the Cadiz Inc. (the “Company”) Board of Directors (the “Board”) appointed Dave O’Hara as a new member of the Board, filling an existing vacancy on the Board.
Mr. Dave O’Hara is a senior finance executive with extensive experience in corporate finance, commercial strategy and large-scale growth initiatives. He is presently on the Board of Directors for private companies Rhorrim, Inc. and LevelTen Energy, Inc.
Mr. O’Hara spent more than 20 years at Microsoft in senior executive leadership roles, most recently serving as Executive Vice President and Chief Financial Officer of Microsoft’s Commercial Business Group. In that role, he was responsible for investment strategy, budgeting, forecasting, and financial analysis across some of the company’s largest and most strategically important business units. His experience includes oversight of large-scale, long-duration capital investments such as data centers, cloud infrastructure, and global platform expansions. Earlier at Microsoft, Mr. O’Hara served as Chief Operating Officer of Microsoft Advertising and as Vice President of Business Development.
Before joining Microsoft, Mr. O’Hara served as Vice President of Mergers and Acquisitions and Vice President for the International Division at Great Plains Software, which was acquired by Microsoft in 2001.
Mr. O’Hara holds a Bachelor’s degree in Economics and an MBA from the University of South Dakota.
Mr. O’Hara has initially been appointed as a director for a term expiring at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Meeting”) and is expected to stand for re-election as a director at the 2026 Meeting.
There are no arrangements or understandings between Mr. O’Hara and any other person pursuant to which he was selected as a director. Mr. O’Hara has no family relationships with any director or executive officer of the Company. There are no transactions in which Mr. O’Hara has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
Mr. O’Hara will be compensated for his service as a director in accordance with the Company’s Director Compensation Policy, as described in the Company’s most recent Proxy Statement for its Annual Meeting of Stockholders held on June 12, 2025, as filed with the Securities and Exchange Commission on April 25, 2025.
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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 Speer | |
| Stanley Speer | ||
| Chief Financial Officer | ||
Date: February 4, 2026
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