TRC revises CEO package: $100k forfeited, RSUs shift to PVUs

Rhea-AI Filing Summary

Tejon Ranch (TRC) amended CEO Matthew H. Walker’s sign-on incentive, cutting the total from $800,000 to $700,000 and adjusting timing and mix to support cost reductions. The Board approved the changes on October 14, 2025, following Walker’s voluntary request.

The $300,000 cash portion will be paid $150,000 on October 15, 2025, $100,000 on October 15, 2026, and $50,000 on October 15, 2027. Of the $300,000 RSUs vesting March 6, 2026, $150,000 will vest, $100,000 converts to price-vested units (PVUs), and $50,000 is forfeited. The PVU pool will total $250,000, payable, if at all, based on share-price targets as of December 31, 2027. No other agreement terms changed.

Insights

Executive Compensation Analyst

CEO sign-on cut by $100k and cash deferred; more pay tied to performance, lowering 2025 cash outlay and reducing guaranteed equity.

Tejon Ranch amended the CEO’s sign-on package from $800,000 to $700,000. The $300,000 cash due on Oct 15, 2025 is rescheduled to $150,000 on Oct 15, 2025, $100,000 on Oct 15, 2026, and $50,000 on Oct 15, 2027. RSUs shift from $300,000 to $150,000 time-vested on Mar 6, 2026, with $100,000 converted to PVUs and $50,000 forfeited. The PVU pool becomes $250,000 (after forfeiting $50,000 and adding the converted $100,000), payable only if price targets are met by Dec 31, 2027.

This structure reduces near-term cash outflow in 2025 by $150,000 and lowers guaranteed equity by replacing part of time-based RSUs with performance-based PVUs. It also trims the aggregate sign-on value by $100,000. No other employment terms changed, and PVUs pay out only upon achieving the Agreement’s share value targets at Dec 31, 2027.

Key dependencies are the achievement of the PVU share-price targets and the staged cash payments through 2027. Items to watch: the Mar 6, 2026 RSU vesting event, the deferred cash due on Oct 15, 2026 and Oct 15, 2027, and whether PVU conditions are satisfied by Dec 31, 2027.

TEJON RANCH CO false 0000096869 0000096869 2025-10-14 2025-10-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20509

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 14, 2025

Tejon Ranch Co.

(Exact Name of Registrant as Specified in its Charter)

Delaware		1-07183		77-0196136
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

P. O. Box 1000, Lebec, California		93243
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code 661-248-3000

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		TRC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On February 10, 2025 Tejon Ranch Co.’s (the “Company”) Board of Directors (“Board”) unanimously appointed Matthew H. Walker (“Walker”) to serve as President and Chief Executive Officer of the Company and approved a compensatory contract for Mr. Walker (“Agreement”). These actions and the material components of the Agreement were disclosed in a Current Report on Form 8-K filed on February 11, 2025; the Agreement was also filed as an exhibit at that time.

In connection other measures recently taken by the Company’s management to reduce overhead and operating expenses, Walker requested a reduction and deferral of the “Sign On Incentive” component of his Agreement. As further described below, net effect of the request is Walker’s forfeiture of $100,000 of Sign on Incentive compensation and conversion of $50,000 of the previously granted time-vested restricted stock units (RSUs) into price vested units (PVUs). The request would also delay the timing of some of the Sign On Incentive compensation, as described below.

On October 14, 2025, following consideration of Walker’s request and the unanimous recommendation by the Board’s Compensation Committee, the Board unanimously approved a First Amendment to CEO Compensation Terms (Sign On Incentive) (the “Amendment”) to adjust Walker’s Sign on Incentive Compensation. No other changes to the Agreement were made.

The following description of the Amendment is a summary, does not purport to be complete, and is qualified in its entirety by reference to the Amendment, a copy of which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference. The Amendment revises Walker’s Sign On Incentive Compensation, originally totaling $800,000, to $700,000 as follows: (1) Amend the $300,000 cash payment, formerly entirely due on October 15, 2025 to (i) Pay $150,000 on October 15, 2025, (ii) pay $100,000 on October 15, 2026, and (iii) pay $50,000 on October 15, 2027. (2) Amend the $300,000 RSU grant vesting March 6, 2026 to (i) vest $150,000 of RSUs on March 6, 2026, (ii) convert $100,000 of RSUs to PVU’s (as described below), and (iii) forfeit the remaining $50,000 of RSUs previously granted. (3) Amend the $200,000 PVU grant with a December 31, 2027 performance period end or vesting date to (i) forfeit $50,000 of the original $200,000 PVU grant and (ii) add $100,000 of PVUs from the RSU conversion noted in (2)(ii) above, resulting in a total of $250,000 in PVUs that could be paid out, if at all, upon achieving increased share value (at the targets provided in the Agreement) as of December 31, 2027.

Mr. Walker provided the following statement with respect to the Amendment: “The Board and I are committed to improving our profitability and streamlining operations. We are reviewing all costs within the Company. Consequently, I voluntarily proposed to the Board an adjustment to my compensation, which the Board unanimously approved. The adjustment further aligns the Company’s executive compensation structure with our shareholders.”

Item 9.01 Financial Statements and Exhibits.

For the exhibits that are filed herewith, see the Index to Exhibits immediately following.

INDEX TO EXHIBITS

(10.01)		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 (filed herewith and incorporated herein by reference).
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 16, 2025				TEJON RANCH CO.
				By:		/S/ MICHAEL R.W. HOUSTON
				Name:		Michael R.W. Houston
				Title:		Senior Vice President, General Counsel & Secretary

FAQ

What did Tejon Ranch (TRC) change in the CEO’s sign-on incentive?

The total was reduced from $800,000 to $700,000, with revised cash timing and a shift of $100,000 from RSUs to PVUs.

What is the new cash payment schedule for TRC’s CEO sign-on?

Cash of $300,000 will be paid $150,000 on Oct 15, 2025, $100,000 on Oct 15, 2026, and $50,000 on Oct 15, 2027.

How were the CEO’s RSUs adjusted at Tejon Ranch (TRC)?

Of the $300,000 RSUs slated to vest Mar 6, 2026, $150,000 will vest, $100,000 converts to PVUs, and $50,000 is forfeited.

What is the revised PVU amount and vesting condition for TRC’s CEO?

PVUs will total $250,000, potentially payable upon achieving share-price targets as of Dec 31, 2027.

Were there any other changes to Tejon Ranch’s CEO agreement?

No. The company states no other changes were made to the original agreement.

Why did Tejon Ranch adjust the CEO’s compensation?

Walker requested changes in connection with efforts to reduce overhead and operating expenses and to align compensation with shareholders.