TEJON RANCH CO

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to Compensation Discussion and Analysis.

Principal Executive Officers. For fiscal year 2025, Matthew H. Walker and Gregory S. Bielli each served as the Company’s Principal Executive Officer (“PEO”), and therefore compensation for each individual is presented separately in the Pay Versus Performance table for that year. Gregory S. Bielli served as the Company’s PEO for fiscal years 2024 and 2023, and his compensation is presented as the PEO compensation for those years.

1 The dollar amounts reported in column (b) are the amounts of total compensation reported for the individuals who served as Principal Executive Officer ("PEO") during the applicable year in the “Total” column of the Summary Compensation Table. Refer to Compensation Discussion and Analysis – Executive Compensation Tables – Summary Compensation Table.

2 The dollar amounts reported in column (c) represent the amount of “Compensation Actually Paid” to Mr. Walker and Mr. Bielli, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Walker and Mr. Bielli during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, we adjusted Mr. Walker’s total compensation for each year that reflect stock price changes and changes in performance achievement to determine the compensation actually paid:

(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. In addition, adjustments have been made using the stock price and performance achievement as of year-end; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value adjustments have been made using the stock price and performance achievement as of the date of measurement; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The amounts deducted or added in calculating the equity award adjustments are as follows:

3 The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding the individuals who served as our Company's PEO during the applicable year) in the “Total” column of the Summary Compensation Table the applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Mr. McMahon, Mr. Velasquez and Mr. Houston; and (ii) for 2024 and 2023, Mr. Lyda, Mr. Brown, Mr. McMahon, and Mr. Velasquez.

4 The dollar amounts reported in column (e) represent the average amount of “Compensation Actually Paid” to the NEOs as a group, excluding the individual or individuals who served as the Company’s PEO during the applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to the average total compensation for the NEOs as a group for each year to determine the compensation actually paid, reflecting stock price changes and changes in performance achievement, using the same methodology described above in Note 2.

(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:

5 We calculated TSR by dividing the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. This value reflects what the cumulative value of $100 would be if such amount were invested on December 31, 2022.

6 The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

Compensation Actually Paid and Cumulative TSR

As demonstrated by the following graph, there is no direct relationship between the Compensation Actually Paid to our PEO and the average Compensation Actually Paid to the Company’s NEOs, excluding the PEO, and the Company’s cumulative total shareholder return (“TSR”) over the three years presented in the table. The absence of a direct relationship is primarily due to the fact that a significant portion of the Compensation Actually Paid to the PEO and to the other NEOs consists of long-term equity incentive awards. These awards are designed to align senior management’s interests with the Company’s long-term strategic objectives and stockholder value creation and are generally tied to the achievement of specified performance milestones. As described in greater detail in the section entitled “Compensation Discussion and Analysis,” the total compensation awarded to our NEOs consists of both short-term and long-term incentives, including performance share awards, price-vested units, time-vested equity awards, and annual cash incentive opportunities.

Compensation Actually Paid and Net Income

As demonstrated by the following graph, there is no direct relationship between the Compensation Actually Paid to Mr. Walker and the average Compensation Actually Paid to the Company’s NEOs as a group (excluding Mr. Walker) and the Company’s net income over the three years presented in the table. The absence of a direct relationship is because a significant portion of the compensation actually paid to Mr. Walker and to the other NEOs is comprised of equity awards that are long-term equity incentives that align with senior management’s long-term strategies and are generally qualitative in nature tied to achievement of specified milestones. The Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure, Adjusted EBITDA, which the company does use when setting goals in the Company’s annual incentive compensation program that are awarded to the NEOs.