Terms

Series

8.875% Series A Cumulative Perpetual Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

8.875%

Rate Type

Fixed

Annual Dividend

$2.22

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

July 2, 2026

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Indebtedness And Other Liabilities, Series 1 Preferred Stock, Any Future Senior Preferred Stock, All Subsidiary Liabilities; Pari Passu With: Other Parity Preferred Stock That May Be Issued; Senior To: Common Stock, Junior Preferred Stock

Regulatory (Basel III) Call

No

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.001

Shares Offered

2,035,000

Prospectus Summary

Cadiz Inc. (CDZI) is offering 2,035,000 depositary shares (Nasdaq: CDZIP), each representing a 1/1000th interest in a share of its 8.875% Series A Cumulative Perpetual Preferred Stock, with a liquidation preference of $25.00 per depositary share. The fixed annual dividend is $2.21875 per depositary share ($0.554688 quarterly), paid in arrears on or about January 15, April 15, July 15, and October 15. These shares are cumulative, meaning any unpaid dividends accrue and must be paid in full before any dividends can be made on common stock, though the board retains discretion on actual payment timing. The stock is callable at $25.00 per depositary share plus accrued dividends on or after July 2, 2026. The Series A Preferred Stock sits junior to all of Cadiz's indebtedness (including the $50 million B. Riley senior secured term loan), the existing Series 1 Preferred Stock, and all liabilities of operating subsidiaries such as Cadiz Real Estate LLC. As a holding company issue, it is structurally subordinated to all subsidiary-level obligations. In a liquidation, bondholders and the Series 1 Preferred receive full recovery before Series A holders see any assets. There is no regulatory capital redemption provision, as Cadiz is not a bank. The Series A ranks senior to common stock and on parity with any future preferred stock designated as such. A change-of-control or delisting event triggers an optional conversion into common stock at the holder's election, subject to a share cap. At par of $25.00 per depositary share, the effective yield is 8.875% annually. Dividends may qualify for the preferential 15%/20% qualified dividend income (QDI) tax rate for non-corporate holders and the dividends-received deduction (DRD) for corporate holders, but only to the extent Cadiz has current or accumulated earnings and profits — which is not guaranteed given the company's operating history. Dividends are payable quarterly on the 15th of January, April, July, and October. If paying dividends would violate Delaware law surplus requirements or be prohibited by debt covenants, dividends will be blocked and will cease to accrue for that period, representing a meaningful risk given the company's pre-revenue stage.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If paying a Series A Preferred dividend would violate applicable law or be prohibited by senior debt or equity covenants, dividends are blocked and cease to accrue for that period; the company cannot pay common stock dividends while Series A dividends are in arrears.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 50 (Average)