UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20509
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| 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 | |||||