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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 | |||||
Exhibit 10.01
First Amendment to CEO Compensation Terms (Sign On Incentive),
as Contained in that certain executed February 4, 2025 Contingent Offer Letter
(Tejon Ranch Co. & Matthew H. Walker)
This First Amendment to CEO Compensation Terms (Sign On Incentive) (“First Amendment”) pertains to that certain Contingent Offer Letter, dated February 4, 2025, entered between Tejon Ranch Co. (“Company”) and Matthew H. Walker (“Walker”) which establishes terms relating to Walker’s service as President and Chief Executive Officer of the Company (the “Offer Letter”). Notwithstanding the date of execution, this First Amendment is entered to be effective as of October 15, 2025 (the “Effective Date”).
| • | Amendment to “Sign On Incentive” Provisions in Offer Letter: The paragraph entitled “Sign On Incentive” contained on pages 2-3 of the Offer Letter is deleted in its entirety and replaced with the following: |
Sign-On Incentive: In connection with your commencement of your employment, you will be granted the following, which shall be termed, collectively, the “Sign on Incentive”:
| • | A $300,000 sign-on bonus payable in cash, which TRC will pay to you pursuant to the following schedule: (1) $150,000 on October 15, 2025, (2) $100,000 on October 15, 2026 and (3) $50,000 on October 15, 2027, such payments being subject to your continued employment through each such payment date; provided that if your employment with TRC terminates prior to any payment date, unless your employment is terminated by TRC for Cause, you will receive any remaining payment(s) within 30 days after your termination. |
| • | A special sign-on grant of RSUs with a total value of $150,000, which number of shares is determined based on the closing stock price of $16.03 on your commencement date (March 6, 2025), all of which will vest one year after the grant date, i.e., March 6, 2025, subject to your continued employment through the applicable vesting date; provided that if your employment with TRC terminates prior to the vesting date, unless your employment is terminated by TRC for Cause, such RSUs will vest as of immediately prior to your termination. Notwithstanding being granted a total of $300,000 in RSUs vesting March 6, 2026 pursuant to the Sign on Incentive provision of the Offer Letter, you have requested and by entering this First Amendment hereby agree to voluntarily (1) convert $100,000 of such sign on incentive RSU shares into PVU’s (as defined below) and (2) forfeit the remaining $50,000 of sign on incentive RSU’s, the result being that $150,000 of RSUs are granted by this provision. |
| • | A special sign-on grant of price vesting units (PVUs) with a total value of $250,000.00. Based on the closing stock price of $16.03 on March 6, 2025 (your commencement date), this results in a grant of 15,596 PVUs. These sign on incentive PVUs shall vest and be paid out, if at all, upon achieving increased share value as of December 31, 2027 (“Vesting Date”) relative to the closing share price on your commencement date, as follows: |
| • | Threshold: At achievement of 5% compounded annual growth rate (“CAGR”) as of the Vesting Date, PVUs would vest and you would be paid out 50% in stock. |
| • | Target: At achievement of 10% CAGR as of the Vesting Date, PVUs would vest and you would be paid out 100% in stock. |
Note: Achievement level will be interpolated between target and max if share price is above target.
| • | Maximum: At achievement of 20% CAGR as of the Vesting Date, PVUs would vest and you would be paid out 200% in stock. |
Notwithstanding being previously granted a total of $200,000 in sign on incentive PVUs vesting, if at all, on December 31, 2027 pursuant to the Offer Letter, you have requested and by entering this First Amendment hereby agree to voluntarily forfeit $50,000 of sign on incentive PVUs, such that upon entering this First Amendment the total PVUs granted shall be the sum of $150,000 in originally granted PVUs plus $100,000 in PVUs that have been converted from RSUs as noted above.
If your employment with TRC terminates either for Cause or you resign without Good Reason prior to the vesting and/or payment of any portion of the Sign on Incentive, then the unvested or unpaid portion of the Sign on Incentive will be forfeited upon such termination. In addition, if your employment with TRC terminates as a result of a termination of employment by TRC for Cause or your resignation without Good Reason (and for the avoidance of doubt, not as a result of a termination by TRC without Cause, by you for Good Reason or as a result of your death), in either case, prior to the first anniversary of your commencement date, you will repay to TRC, within ten (10) days following such termination of employment, an amount equal to of any portion of the Sign on Incentive paid to you prior to such termination of employment.
Subject to the foregoing terms, the sign-on RSU and PVU awards will be made in TRC’s standard forms of award for senior executives.
| • | Additional Benefits; Effect of First Amendment: Walker will continue to be eligible for the standard and customary benefits Walker currently receives. Except for the amendments contained in this First Amendment pertaining solely to the Sign On Incentive, no further changes are made to the Offer Letter. |
I, Steve Betts, represent and confirm that the foregoing terms are consistent with those recommended by the Compensation Committee and approved by a unanimous written consent resolution of the Tejon Ranch Co. Board of Directors on October 14, 2025.
| CONFIRMED | AGREED | |||
| /s/ Steve Betts | /s/ Matthew H. Walker | |||
| Steve Betts, Chair, Compensation Committee | Matthew H. Walker | |||
| Date: As of Docusign verification | Date: As of Docusign verification | |||