Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 14, 2020, the Board of Directors (the "Board") of Cadiz Inc. (the "Company") received notice from Water Asset Management, LLC ("WAM") that its aggregate beneficial ownership of the Company's common stock, par value $0.01 per share, fell below the five percent (5%) ownership threshold required by the previously reported Cooperation Agreement, by and between WAM and the Company, dated as of May 1, 2018 (the "Cooperation Agreement"). As a result of WAM failing to own at least 5% of the Company's issued and outstanding common stock, WAM has lost its right under the Cooperation Agreement to designate any independent directors to the Board. In connection with WAM's forfeiture of this right, Jeffrey J. Brown notified the Company on February 19, 2020 of his resignation from the Board, effective immediately. Mr. Brown's resignation was not due to any disagreement with the Company that is known to any executive officer of the Company on any matter relating to the Company's operations, policies or practices.

"Jeff brought significant financial and public board expertise to the Board. On behalf of all of the members of the Board, we wish Jeff our very best and want to thank him for his dedicated service to Cadiz," said Keith Brackpool, the chairman of the Board.

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