TEJON RANCH CO
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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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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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) Documents filed as part of this report: · Page Number | ||||
|---|---|---|---|---|
| 1 · Consolidated Financial Statements: | ||||
| 1.1 | Report of Independent Registered Public Accounting Firm | 76 | ||
| 1.2 | Consolidated Balance Sheets – As of December 31, 2025 and 2024 | 78 | ||
| 1.3 | Consolidated Statements of Operations - Years Ended December 31, 2025, 2024 and 2023 | 79 | ||
| 1.4 | Consolidated Statements of Comprehensive (Loss) Income - Years Ended December 31, 2025, 2024 and 2023 | 80 | ||
| 1.5 | Consolidated Statements of Changes of Equity - Years Ended December 31, 2025, 2024 and 2023 | 81 | ||
| 1.6 | Consolidated Statements of Cash Flows - Years Ended December 31, 2025, 2024 and 2023 | 82 | ||
| 1.7 | Notes to Consolidated Financial Statements | 84 | ||
| 2 | Supplemental Financial Statement Schedules: | |||
| None. | ||||
| 3 | Exhibits: | |||
| 3.1 | Restated Certificate of Incorporation | FN 1 | ||
| 3.2 | Amended and Restated Bylaws | Filed herewith | ||
| 4.4 | Description of Securities | FN 44 | ||
| 4.5 | Form of Indenture for Debt | FN 37 | ||
| 10.1 | Water 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-K | FN 6 | ||
| 10.9(1) | *Stock Option Agreement Pursuant to the Non-Employee Director Stock Incentive Plan | FN 7 | ||
| 10.10 | *Amended and Restated 1998 Stock Incentive Plan | FN 9 | ||
| 10.10(1) | *Stock Option Agreement Pursuant to the 1998 Stock Incentive Plan | FN 7 | ||
| 10.12 | Ground Lease with Pastoria Energy Facility L.L.C. | FN 10 | ||
| 10.17 | *2004 Stock Incentive Program | FN 13 | ||
| 10.18 | *Form of Restricted Stock Agreement for Directors | FN 13 | ||
| 10.19 | *Form of Restricted Stock Unit Agreement | FN 13 | ||
| 10.23 | Limited Liability Company Agreement of Tejon Mountain Village LLC | FN 14 | ||
| 10.24 | Tejon Ranch Conservation and Land Use Agreement | FN 15 | ||
| 10.25 | Second Amended and Restated Limited Liability Agreement of Centennial Founders, LLC | FN 16 | ||
| 10.27 | Limited Liability Company Agreement of TRCC/Rock Outlet Center LLC | FN 18 | ||
| 10.29 | Amendments to Limited Liability Company Agreement of Tejon Mountain Village LLC | FN 20 | ||
| 10.30 | Membership Interest Purchase Agreement - Tejon Mountain Village LLC | FN 21 | ||
| 10.34 | Amendments to Lease Agreement with Pastoria Energy Facility L.L.C. | FN 23 | ||
| 10.35 | Water Supply Agreement with Pastoria Energy Facility L.L.C. | FN 24 | ||
| 10.37 | Limited Liability Company Agreement of TRC-MRC 2, LLC | FN 26 | ||
| 10.38 | Limited Liability Company Agreement of TRC-MRC 1, LLC | FN 27 | ||
| 10.39 | Centennial Founders, LLC Redemption and Withdrawal Agreement - Lewis Tejon Member | FN 28 | ||
| 10.40 | First Amendment to Second Amended and Restated Limited Liability Company Agreement of Centennial Founders, LLC | FN 29 | ||
| 10.41 | Second Amendment to Second Amended and Restated Limited Liability Company Agreement of Centennial Founders, LLC | FN 30 |
| 10.42 | Limited Liability Company Agreement of TRC-MRC 3, LLC | FN 31 | ||
| 10.43 | Fourth Amendment to Second Amended and Restated Limited Liability Company Agreement of Centennial Founders, LLC | FN 32 | ||
| 10.44 | Centennial Founders, LLC Redemption and Withdrawal Agreement - CalAtlantic | FN 33 | ||
| 10.47 | *Executive Severance Agreement - Executive Severance Agreement - Gregory S. Bielli | FN 38 | ||
| 10.48 | Limited Liability Company Agreement of TRC-MRC 4, LLC | FN 39 | ||
| 10.49 | Settlement Agreement of CEQA litigation with Climate Resolve | FN 40 | ||
| 10.50 | Limited Liability Company Agreement of TRC-MRC Multi I, LLC | FN 41 | ||
| 10.51 | Limited Liability Company Agreement of TRC-MRC 5, LLC | FN 42 | ||
| 10.54 | Credit Agreement Between Tejon Ranchcorp and AgWest Farm Credit, PCA | FN 46 | ||
| 10.55 | Consulting Letter Agreement between Tejon Ranch Co. and Gregory S. Bielli | FN 47 | ||
| 10.56 | Limited Liability Company Agreement of TRC-DP 1, LLC | FN 48 | ||
| 10.57 | *Compensatory Agreement approved by the Board on February 10, 2025, by and among Tejon Ranch Co. and Matthew H. Walker | FN 49 | ||
| 10.58 | First 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. Walker | FN 50 | ||
| 10.59 | Support Agreement, by and between Company and Nitor, dated November 4, 2024 | FN 51 | ||
| 10.60 | *Tejon Ranch Co. 2023 Stock Incentive Plan | FN 52 | ||
| 10.61 | *Form of Restricted Stock Unit Agreement | FN 53 | ||
| 10.62 | Agreement Resolving Attorney's Fees with CBD / CNPS | Filed herewith | ||
| 19 | Insider Trading Policies | Filed herewith | ||
| 21 | List of Subsidiaries of Registrant | Filed herewith | ||
| 23.1 | Consent of Deloitte & Touche LLP, independent registered public accounting firm (Los Angeles, CA) | Filed herewith | ||
| 31.1 | Certification as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||
| 31.2 | Certification as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||
| 32 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||
| 97 | Clawback Policy Pursuant to SEC Exchange Act Rule 10-D1 | FN 51 | ||
| 99.1 | Financial Statements of Petro Travel Plaza Holdings LLC | Filed 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 | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||
| * · Management contract, compensatory plan or arrangement. | ||||
| FN 1 | This 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 6 | This 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 9 | This 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 10 | This 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 13 | This 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 14 | This 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 15 | This 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 16 | This 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 18 | This 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 20 | This 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 21 | This 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 23 | This 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 24 | This 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 26 | This 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 27 | This 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 28 | This 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 29 | This 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 30 | This 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 31 | This 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 32 | This 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 33 | This 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 37 | This 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 38 | This 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 39 | This 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 40 | This 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 41 | This 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 42 | This 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 44 | This 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 46 | This 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 47 | This 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 48 | This 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 49 | This 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 50 | This 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 51 | This 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 52 | This 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 53 | This 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. | |
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