TEJON RANCH CO

2025 Highlights

Strategic and Operational Progress

•Advanced development and leasing activity at TRCC, our core value driver

•Completed Phase 1 of Terra Vista (228 multifamily units delivered), with lease-up progress reaching approximately 71% as of March 19, 2026

•Nestlé USA completed construction of its 700,000+ sq. ft. distribution facility

•Maintained strong performance at the Outlets at Tejon with 93% occupancy

Advancing Long-Term Development Pipeline

•Continued progress on master-planned communities:

•Mountain Village

•Grapevine

•Centennial (currently in re-entitlement process)

•Portfolio represents over 35,000 residential units and 35 million sq. ft. of commercial development potential

Financial Performance

•Net income attributable to common stockholders: $75,000 (2025) vs. $2.7 million (2024)

•Results impacted by:

•Higher one-time corporate expenses related to the 2025 proxy contest

•Lower joint venture earnings

•Partially offset by:

•Improved farming segment performance (pistachio revenues)

•Increased profit from commercial/industrial land sales

2025 Compensation Summary

Our executive compensation program is designed to align with our strong pay-for-performance philosophy and ties a substantial portion of executive compensation to the achievement of annual and long-term strategic objectives directly linked to the creation of shareholder value. The objectives of our executive compensation program are (i) to align management with our shareholders by driving financial performance and creating long-term shareholder value, (ii) to pay our executives at a level and in a manner that ensures the Company is capable of attracting, motivating, and retaining top executive talent in order for us to achieve our long-term strategic goals and recognize the full potential of our real estate assets, and (iii) provide a compensation structure that takes into consideration appropriate peer compensation levels and practices.

In determining 2025 compensation for our named executive officers (“NEOs”), the Compensation Committee of the Board (the “Compensation Committee”) considered each NEO's contributions to the Company’s strategy, including revenue generation, expense management, cash flow generation as measured by Adjusted EBITDA, cash management, expansion of TRCC, and advancement of our residential development projects.

The results of our 2025 compensation program reflects our pay-for-performance philosophy. The annual short-term incentives paid to all our NEOs were paid below target, approximately 62% of target, reflecting performance that was above threshold but below target levels. Adjusted EBITDA, a key metric used for annual short-term incentives, decreased year-over-year, consistent with the financial results described above. See 2025 Performance Achievement chart on page 47, for additional information.

The final performance year of the 2023–2025 long-term incentive cycle occurred in 2025. With respect to these awards:

•Milestone awards: Of the three original performance milestones, one was achieved, one was not achieved and one milestone was removed by the Compensation Committee due to the Company making a strategic decision to not proceed during the timeframe, resulting in approximately 50% of target shares being earned based on one of the remaining applicable milestones.

•Price-vested units ("PVUs"): No awards vested, as the Company’s share price did not achieve the required performance thresholds.

Taken in aggregate these outcomes demonstrate alignment between realized compensation and Company performance.

The Compensation Committee has engaged Semler Brossy to continue providing compensation advisory services.

In light of 2025 outcomes, shareholder feedback, and the Company’s evolving strategic priorities, the Compensation Committee implemented enhancements to the 2026 compensation program to further strengthen alignment between executive pay and long-term shareholder value creation, as summarized below and detailed further in this Proxy Statement.

2026 Compensation Summary

With the leadership transition to a new Chief Executive Officer ("CEO") in 2025 and the Company’s evolving strategic priorities, the Compensation Committee undertook a review of the executive compensation program. Key elements of the go-forward plan include:

•Annual Incentive Plan: Retained core metrics (e.g., adjusted EBITDA, milestone achievement, and individual objectives) with revised percentage allocations and introduced a new adjusted EBITDA growth metric to measure performance improvement for stabilized assets.

•Long-Term Incentive Plan: Adopted enhancements to better align leadership with long-term value creation, including:

•A consistent equity mix for all NEOs, with 60% performance-based awards and 40% time-vested restricted stock units ("RSUs") for both the CEO and other NEOs

•Continued use of milestone-based awards (at a reduced 30% weighting), with a shift to annual grant cycles rather than a single multi-year grant

•Introduction of a relative total shareholder return ("rTSR") metric (at an increased 30% weighting) to directly align compensation with shareholder returns