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TEJON RANCH CO

For the period ended Dec 31, 2025. Filed Mar 19, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 19, 2026

TRC$17.55-1.1%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report: · Page Number
1 · Consolidated Financial Statements:
1.1Report of Independent Registered Public Accounting Firm76
1.2Consolidated Balance Sheets – As of December 31, 2025 and 202478
1.3Consolidated Statements of Operations - Years Ended December 31, 2025, 2024 and 202379
1.4Consolidated Statements of Comprehensive (Loss) Income - Years Ended December 31, 2025, 2024 and 202380
1.5Consolidated Statements of Changes of Equity - Years Ended December 31, 2025, 2024 and 202381
1.6Consolidated Statements of Cash Flows - Years Ended December 31, 2025, 2024 and 202382
1.7Notes to Consolidated Financial Statements84
2Supplemental Financial Statement Schedules:
None.
3Exhibits:
3.1Restated Certificate of IncorporationFN 1
3.2Amended and Restated BylawsFiled herewith
4.4Description of SecuritiesFN 44
4.5Form of Indenture for DebtFN 37
10.1Water Service Contract with Wheeler Ridge-Maricopa Water Storage District (without exhibits), amendments originally filed under Item 11 to Registrant's Annual Report on Form 10-KFN 6
10.9(1)*Stock Option Agreement Pursuant to the Non-Employee Director Stock Incentive PlanFN 7
10.10*Amended and Restated 1998 Stock Incentive PlanFN 9
10.10(1)*Stock Option Agreement Pursuant to the 1998 Stock Incentive PlanFN 7
10.12Ground Lease with Pastoria Energy Facility L.L.C.FN 10
10.17*2004 Stock Incentive ProgramFN 13
10.18*Form of Restricted Stock Agreement for DirectorsFN 13
10.19*Form of Restricted Stock Unit AgreementFN 13
10.23Limited Liability Company Agreement of Tejon Mountain Village LLCFN 14
10.24Tejon Ranch Conservation and Land Use AgreementFN 15
10.25Second Amended and Restated Limited Liability Agreement of Centennial Founders, LLCFN 16
10.27Limited Liability Company Agreement of TRCC/Rock Outlet Center LLCFN 18
10.29Amendments to Limited Liability Company Agreement of Tejon Mountain Village LLCFN 20
10.30Membership Interest Purchase Agreement - Tejon Mountain Village LLCFN 21
10.34Amendments to Lease Agreement with Pastoria Energy Facility L.L.C.FN 23
10.35Water Supply Agreement with Pastoria Energy Facility L.L.C.FN 24
10.37Limited Liability Company Agreement of TRC-MRC 2, LLCFN 26
10.38Limited Liability Company Agreement of TRC-MRC 1, LLCFN 27
10.39Centennial Founders, LLC Redemption and Withdrawal Agreement - Lewis Tejon MemberFN 28
10.40First Amendment to Second Amended and Restated Limited Liability Company Agreement of Centennial Founders, LLCFN 29
10.41Second Amendment to Second Amended and Restated Limited Liability Company Agreement of Centennial Founders, LLCFN 30
10.42Limited Liability Company Agreement of TRC-MRC 3, LLCFN 31
10.43Fourth Amendment to Second Amended and Restated Limited Liability Company Agreement of Centennial Founders, LLCFN 32
10.44Centennial Founders, LLC Redemption and Withdrawal Agreement - CalAtlanticFN 33
10.47*Executive Severance Agreement - Executive Severance Agreement - Gregory S. BielliFN 38
10.48Limited Liability Company Agreement of TRC-MRC 4, LLCFN 39
10.49Settlement Agreement of CEQA litigation with Climate ResolveFN 40
10.50Limited Liability Company Agreement of TRC-MRC Multi I, LLCFN 41
10.51Limited Liability Company Agreement of TRC-MRC 5, LLCFN 42
10.54Credit Agreement Between Tejon Ranchcorp and AgWest Farm Credit, PCAFN 46
10.55Consulting Letter Agreement between Tejon Ranch Co. and Gregory S. BielliFN 47
10.56Limited Liability Company Agreement of TRC-DP 1, LLCFN 48
10.57*Compensatory Agreement approved by the Board on February 10, 2025, by and among Tejon Ranch Co. and Matthew H. WalkerFN 49
10.58First Amendment to CEO Compensation Terms (Sign On Incentive), approved by the Board on October 14, 2025, by and among Tejon Ranch Co. and Matthew H. WalkerFN 50
10.59Support Agreement, by and between Company and Nitor, dated November 4, 2024FN 51
10.60*Tejon Ranch Co. 2023 Stock Incentive PlanFN 52
10.61*Form of Restricted Stock Unit AgreementFN 53
10.62Agreement Resolving Attorney's Fees with CBD / CNPSFiled herewith
19Insider Trading PoliciesFiled herewith
21List of Subsidiaries of RegistrantFiled herewith
23.1Consent of Deloitte & Touche LLP, independent registered public accounting firm (Los Angeles, CA)Filed herewith
31.1Certification as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Filed herewith
31.2Certification as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Filed herewith
32Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Filed herewith
97Clawback Policy Pursuant to SEC Exchange Act Rule 10-D1FN 51
99.1Financial Statements of Petro Travel Plaza Holdings LLCFiled herewith
101.INS · XBRL Instance Document. · Filed herewith
101.SCH · XBRL Taxonomy Extension Schema Document. · Filed herewith
101.CAL · XBRL Taxonomy Extension Calculation Linkbase Document. · Filed herewith
101.DEF · XBRL Taxonomy Extension Definition Linkbase Document. · Filed herewith
101.LAB · XBRL Taxonomy Extension Label Linkbase Document. · Filed herewith
101.PRE · XBRL Taxonomy Extension Presentation Linkbase Document. · Filed herewith
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* · Management contract, compensatory plan or arrangement.
FN 1This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 3.1 to our Quarterly Report on Form 10-Q for the period ended June 30, 2021, is incorporated herein by reference.
FN 6This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) under Item 14 to our Annual Report on Form 10-K for the year ended December 31, 1994, is incorporated herein by reference. This Exhibit was not filed with the Securities and Exchange Commission in an electronic format.
FN 9This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.10 to our Annual Report on Form 10-K for the year ended December 31, 2008, is incorporated herein by reference
FN 10This document filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.16 to our Annual Report on Form 10-K for the year ended December 31, 2001, is incorporated herein by reference.
FN 13This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibits 10.21-10.23 to our Annual Report on Form 10-K for the year ended December 31, 2004, is incorporated herein by reference.
FN 14This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.24 to our Current Report on Form 8-K filed on May 24, 2006, is incorporated herein by reference.
FN 15This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.28 to our Current Report on Form 8-K filed on June 23, 2008, is incorporated herein by reference.
FN 16This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.25 to our Quarterly Report on Form 10-Q for the period ended June 30, 2009, is incorporated herein by reference.
FN 18This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.27 to our Current Report on Form 8-K filed on June 4, 2013, is incorporated herein by reference.
FN 20This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.29 to our Amended Annual Report on Form 10-K/A for the year ended December 31, 2013, is incorporated herein by reference.
FN 21This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.30 to our Current Report on Form 8-K filed on July 16, 2014, is incorporated herein by reference.
FN 23This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.34 to our Annual Report on Form 10-K for the year ended December 31, 2014, is incorporated herein by reference.
FN 24This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.35 to our Quarterly Report on Form 10-Q for the period ended June 30, 2015, is incorporated herein by reference.
FN 26This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.37 to our Quarterly Report on Form 10-Q for the period ended June 30, 2016, is incorporated herein by reference.
FN 27This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.38 to our Quarterly Report on Form 10-Q for the period ended September 30, 2016, is incorporated herein by reference.
FN 28This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.39 to our Annual Report on Form 10-K for the year ended December 31, 2016, is incorporated herein by reference.
FN 29This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.40 to our Annual Report on Form 10-K for the year ended December 31, 2016, is incorporated herein by reference.
FN 30This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.41 to our Annual Report on Form 10-K for the year ended December 31, 2016, is incorporated herein by reference.
FN 31This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.42 to our Quarterly Report on Form 10-Q for the period ended September 30, 2018, is incorporated herein by reference.
FN 32This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.43 to our Annual Report on Form 10-K for the year ended December 31, 2018, is incorporated herein by reference.
FN 33This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.44 to our Annual Report on Form 10-K for the year ended December 31, 2018, is incorporated herein by reference.
FN 37This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 333-231032) as Exhibit 4.6 to our Registration Statement on Form S-3 filed on April 25, 2019, is incorporated herein by reference.
FN 38This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.47 to our Annual Report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.
FN 39This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.48 to our Quarterly Report on Form 10-Q for the period ended March 31, 2021, is incorporated herein by reference.
FN 40This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.49 to our Annual Report on Form 10-K for the year ended December 31, 2021, is incorporated herein by reference.
FN 41This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.50 to our Annual Report on Form 10-K for the year ended December 31, 2021, is incorporated herein by reference.
FN 42This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.51 to our Quarterly Report on Form 10-Q for the period ended March 31, 2022, is incorporated herein by reference.
FN 44This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 4.4 to our Annual Report on Form 10-K for the year ended December 31, 2020, is incorporated herein by reference.
FN 46This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.01 to our Current Report on Form 8-K on November 20, 2023, is incorporated herein by reference.
FN 47This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.01 to our Current Report on Form 8-K on March 26, 2024, is incorporated herein by reference.
FN 48This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.56 to our Quarterly Report on Form 10-Q for the period ended September 30, 2024, is incorporated herein by reference.
FN 49This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.01 to our Current Report on Form 8-K on February 11, 2025, is incorporated herein by reference.
FN 50This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.01 to our Current Report on Form 8-K on October 16, 2025, is incorporated herein by reference.
FN 51This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.01 to our Current Report on Form 8-K on November 8, 2024, is incorporated herein by reference.
FN 52This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.59 to our Quarterly Report on Form 10-Q for the period ended June 30, 2025, is incorporated herein by reference.
FN 53This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.60 to our Quarterly Report on Form 10-Q for the period ended June 30 30, 2025, is incorporated herein by reference.
(b) Exhibits. The exhibits being filed with this report are attached at the end of this report.
(c) Financial Statement Schedules - The response to this portion of Item 15 is submitted as a separate section of this report.
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.