trc-20260324

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

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Filed by a Party other than the Registrant

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Tejon Ranch Co.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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4436 Lebec Rd.
Post Office Box 1000
Tejon Ranch, California 93243

[April _], 2026

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Tejon Ranch Co. (the “Company”) on Wednesday, May 13, 2026, at 9:00 A.M., Pacific Time, at Tejon Ranch's corporate headquarters located at 4436 Lebec Road, Lebec, CA 93243, and online via a live webcast at www.virtualshareholdermeeting.com/TRC2026 (the “Annual Meeting”). Information on and procedures for participating in the Annual Meeting are included in the 2026 proxy materials and will be disclosed on the Annual Meeting website. We are eager to share with you a review of our 2025 business highlights as well as discuss our plans for 2026. We look forward to an opportunity to answer, in real time, any questions you may have. Your Board of Directors ("Board") and management look forward to greeting those shareholders who are able to attend in person or online.

In 2025, we made meaningful progress across our business, including continued expansion at the Tejon Ranch Commerce Center ("TRCC"), advancement of our residential development pipeline, and enhancements to our governance and executive compensation programs following shareholder engagement.

The Notice of Annual Meeting and Proxy Statement, which contain information concerning the business to be transacted at the Annual Meeting, appear in the following pages.

It is important that your shares be represented and voted at the Annual Meeting, whether or not you plan to attend in person or online. Please review the Proxy Statement and vote online or by mailing the enclosed proxy card or voting instruction form at your earliest convenience to ensure your representation at the Annual Meeting.

Your interest and participation in the affairs of the Company are greatly appreciated.

Sincerely,

Matthew H. Walker,

President and Chief Executive Officer

TEJON RANCH CO.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 13, 2026

The Annual Meeting of Tejon Ranch Co. (the “Company,” “Tejon,” “we,” “us,” “our” or words of similar import in this Proxy Statement) will be held in person at Tejon Ranch's corporate headquarters located at 4436 Lebec Road, Lebec, CA 93243, and online via a live webcast at www.virtualshareholdermeeting.com/TRC2026 on Wednesday, May 13, 2026, at 9:00 A.M., Pacific Time for the following purposes:

1.To elect the nine (9) directors named in this Proxy Statement.

2.To approve an amendment to our Restated Certificate of Incorporation (our "Certificate of Incorporation") to provide certain shareholders the right to request special meetings of shareholders.

3.To approve an amendment to our Certificate of Incorporation to change the deadlines for shareholders to submit director nominations and other proposals for consideration at an annual meeting of shareholders.

4.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

5.To approve named executive officer compensation on an advisory basis.

6.To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The Board recommends that you vote “FOR” each of the nominees in Proposal 1,
and “FOR” Proposals 2, 3, 4, 5, and 6.

The Board has fixed the close of business on March 19, 2026, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

This year, we are excited to provide shareholders the opportunity to attend the Annual Meeting in person, or alternatively by means of remote communication via live audio webcast. We believe this hybrid meeting format will provide all shareholders with an opportunity to attend the Annual Meeting in their preferred format. For more information about the hybrid meeting format and your ability to participate and vote, including if you hold your shares in street name, see the discussion under “Record Date and Voting” in the accompanying Proxy Statement. To register for and attend the Annual Meeting online, vote, or submit questions, shareholders of record will need to go to the Annual Meeting website noted above and log in using their 16-digit control number provided on their proxy card. Only shareholders or their legal proxies who have registered in advance may participate in the Annual Meeting. As always, we encourage you to vote your shares prior to the meeting.

Your attention is directed to the accompanying Proxy Statement. Your vote is important. To ensure that your shares are represented at the Annual Meeting, please date, sign, and mail the enclosed proxy card or voting instruction form, for which a return envelope is provided, or vote via the Internet by following the instructions provided on the enclosed proxy card or voting instruction form.

Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting. We strongly encourage you to return the voting instruction form provided by your broker, bank, or other holder of record or to utilize your broker’s Internet voting, if available, and exercise your right to vote as a shareholder.


			For the Board of Directors,

			NORMAN J. METCALFE, Chairman of the Board

			MICHAEL R.W. HOUSTON, Senior Vice President, General Counsel and Corporate Secretary

			Tejon Ranch, California [April _], 2026


2026			Annual Meeting of Shareholders Proxy Statement


Table of Contents of the Proxy Statement

Solicitation of Proxies			1

Record Date and Voting			2

Proxy Summary			5

Shareholder Engagement			6

Proposal 1 The Election of Directors			8

Proposal 2 Amendment to Provide Certain Shareholders the Right to Request Special Meetings of Shareholders			9

Proposal 3 Amendment to Change Deadlines to Submit Director Nominees and other Proposals			12

Proposal 4 The Ratification of the Appointment of Independent Registered Public Accounting Firm			15

Proposal 5 Advisory Vote to Approve Executive Compensation			17

Board of Directors			18

Corporate Governance Matters			24

Committees of the Board			25

Code of Business Conduct and Ethics and Corporate Governance Guidelines			29

Succession Planning			30

Board’s Role in Risk Oversight			31

ESG Oversight			31

Compensation Discussion and Analysis			32

Pay Ratio Disclosure			66

Pay versus Performance			66

Hedging and Pledging			72

Stock Ownership of Certain Beneficial Owners and Management			73

Report of the Audit Committee of the Board of Directors			77

Other Matters			78

Appendix A: Special Meeting Amendment to the Restated Certificate of Incorporation of the Company			A-1

Appendix B: Special Meeting Amendments to the Bylaws of the Company			B-1

Appendix C: Advance Notice Amendment to the Restated Certificate of Incorporation of the Company			C-1

Appendix D: Attachment A to Corporate Governance Guidelines			D-1

TEJON RANCH CO.

Post Office Box 1000

Tejon Ranch, California 93243

PROXY STATEMENT

Annual Meeting of Shareholders

May 13, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders

To Be Held on May 13, 2026

The Proxy Statement and accompanying Annual Report to Shareholders and Annual Report on Form 10-K are available at https://ir.tejonranch.com or at http://materials.proxyvote.com/879080.

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Company for use at the Annual Meeting to be held at Tejon Ranch's corporate headquarters located at 4436 Lebec Road, Lebec, CA 93243, and online via live webcast at www.virtualshareholdermeeting.com/TRC2026 on Wednesday, May 13, 2026, at 9:00 A.M., Pacific Time.

It is anticipated that the mailing of this Proxy Statement and accompanying form of Proxy to shareholders will begin on [April _], 2026.

SOLICITATION OF PROXIES

At the meeting, the shareholders of the Company will be asked to vote on the following matters: (1) the election of the nine (9) directors named in this Proxy Statement, (2) an amendment to our Certificate of Incorporation to provide certain shareholders the right to request special meetings of shareholders, (3) an amendment to our Certificate of Incorporation to change the deadlines for shareholders to submit director nominations and other proposals for consideration at an annual meeting of shareholders, (4) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026, (5) an advisory vote to approve named executive officer compensation, and (6) such other business as may properly come before the meeting or any adjournment or postponement thereof. The Board is asking for your proxy for use at the Annual Meeting. Unless proxy cards are otherwise marked, the persons named as proxies will vote in accordance with the Board’s recommendations on all proposals. Although management does not know of any other matter to be acted upon at the meeting, shares represented by valid proxies will be voted by the persons named on the proxy in accordance with their best judgment with respect to any other matters that may properly come before the meeting.

The costs for this proxy solicitation will be paid by the Company. Following the mailing of this Proxy Statement, directors, officers, and regular employees of the Company may solicit proxies by mail, telephone, e-mail, or in person. Such persons will receive no additional compensation for such services. Brokerage houses and other nominees, fiduciaries, and custodians nominally holding shares of record will be requested to forward proxy soliciting material to the beneficial owners of such shares and will be reimbursed by the Company for their charges and expenses in connection therewith at the rates approved by the New York Stock Exchange (“NYSE”).

RECORD DATE AND VOTING

General Information

Holders of shares of the Company’s Common Stock, par value $0.50 (the “Common Stock”) of record at the close of business on March 19, 2026 (the “Record Date”) are entitled to notice of, to vote at, and participate in, the Annual Meeting. There are two ways shareholders can participate in the Annual Meeting — in person or online, both of which are further described below.

The in-person Annual Meeting will be held at Tejon Ranch's corporate headquarters located at 4436 Lebec Road, Lebec, CA 93243. Check-in at the meeting location will begin at [8:30] A.M. Pacific Time on May 13, 2026, and the Annual Meeting will begin promptly at 9:00 A.M. Pacific Time. For those attending the Annual Meeting in person, shareholders must present a valid photo identification to be admitted. Cameras, recording devices and other electronic devices, and the use of cellular phones, will not be permitted during the Annual Meeting. Representatives will be at the entrance to the Annual Meeting, and these representatives will have the authority, on the Company’s behalf, to determine whether the admission policy and procedures have been followed and whether shareholders will be granted admission to the Annual Meeting.

Attendance at the Annual Meeting, whether in person or online via live webcast, is limited to shareholders, who may be "record holders" who own shares directly in their names, or who may hold shares in “street name” through banks, brokerages, or other intermediaries. If you hold your shares in street name, in addition to photo identification, you must present evidence of ownership as of the Record Date, such as a letter from the bank, broker, or other intermediary confirming ownership, or the relevant portion of a bank or brokerage firm account statement. If you are the authorized representative of an entity that is a beneficial holder, you must present a letter from the entity certifying the beneficial ownership of the entity and your status as an authorized representative.

To attend the Annual Meeting online, rather than in person, shareholders must register in advance no later than [8:30] A.M. Eastern Time ([5:30] A.M. Pacific Time) on May 12, 2026 by visiting www.proxyvote.com. To register, shareholders will need the 16-digit control number found on their proxy card or voting instruction form. After registering, shareholders will receive a confirmation e-mail with information on how to attend the meeting. After registering, to participate in the Annual Meeting (including to vote, ask questions, and view the list of registered shareholders as of the Record Date), shareholders of record should go to the meeting website at www.virtualshareholdermeeting.com/TRC2026, enter the 16-digit control number found on their proxy card, and follow the instructions on the website. If your shares are held in street name and your voting instruction form indicates that you may vote those shares through the www.proxyvote.com website, then you may register for, access, participate in, and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form. Otherwise, shareholders who hold their shares in street name who do not have a 16-digit control number should follow the instructions provided on the voting instruction form provided by their broker, bank, or other nominee to register to attend the meeting. In addition to registering for the meeting, shareholders who hold their shares in street name should contact their bank, broker, or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting.

To attend online, and following registration, shareholders may check-in beginning at 8:45 A.M. Pacific Time on May 13, 2026, and the Annual Meeting will begin promptly at 9:00 A.M. Pacific Time. You are encouraged to allow sufficient time for accessing the Annual Meeting website. Technicians will be available to assist with technical difficulties and may be reached via the toll-free number available on the Annual Meeting website for such assistance.

The rules of conduct and procedures for the Annual Meeting will be provided in advance of and during the Annual Meeting at www.virtualshareholdermeeting.com/TRC2026. The rules of conduct will contain more information regarding the Q&A process, including the number and types of questions permitted, the time allotted for questions, and how questions will be recognized, answered, and disclosed. Shareholders may submit questions during the Annual Meeting in person or at the Annual Meeting website. We plan to answer questions pertinent to Company matters as time allows during the meeting. Questions that are substantially similar may be grouped and answered once to avoid repetition. Shareholder questions not pertinent to Annual Meeting matters, including personal or customer-related questions, or that contain derogatory references to individuals, use offensive language, or are otherwise out of order or not suitable for the conduct of the Annual Meeting will not be addressed during the meeting.

There were 26,930,197 shares of Common Stock outstanding on the Record Date. Each shareholder is entitled to one vote for each share of Common Stock held as of the Record Date on all matters presented at the Annual Meeting other than the election of directors. Each shareholder may appoint only one proxy holder or representative to attend the Annual Meeting on his or her behalf. A shareholder of record giving a proxy may revoke it at any time before it is voted at the Annual Meeting by delivering to the Company’s Secretary a written notice of revocation, by submitting a later-dated proxy via the Internet before or during the meeting or by mail by 11:59 p.m. Eastern Time on May 13, 2026, or by voting in person at the Annual Meeting. Unless a proxy is revoked, shares represented by a proxy will be voted in accordance with the voting instructions on the proxy, and on matters for which no voting instructions are given, shares will be voted “FOR” the election of each nominee listed in Proposal 1, “FOR” Proposals 2, 3, 4, and 5, and in accordance with their best judgment with respect to any other matters which may properly come before the meeting. If your shares are held in a stock brokerage account or by a bank or other holder of record, you must follow the instructions of your broker, bank, or other holder of record to change or revoke your voting instructions.

Effects of Broker Non-Votes and Abstentions

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered to be the “beneficial owner” of those shares. As the beneficial owner, you have the right to instruct your broker, bank, or other holder of record how to vote your shares. Brokers holding shares must vote according to specific instructions they receive from the beneficial owners of those shares. If brokers do not receive specific instructions, brokers may in some cases vote the shares in their discretion but are not permitted to vote on certain proposals and may elect not to vote on any of the proposals. If you do not provide voting instructions and the broker elects to vote your shares on some but not all matters, it will result in a “broker non-vote” for the matters on which the broker does not vote. Broker non-votes, if any, will not be counted in determining the outcome of the vote on the election of directors or on any of the other proposals. Applicable SEC and stock exchange regulations severely limit the matters your broker may vote on without having been instructed to do so by you, including as they relate to the election of directors, compensation matters, and shareholder proposals.

Abstentions occur when you provide voting instructions but instruct to abstain from voting on a particular matter instead of voting for or against the matter. The impact of an abstention on each proposal is described under “Voting Requirements.” We strongly encourage you to follow the voting instructions on the materials you receive and vote your shares.

Quorum

The holders of record of a majority of the Common Stock entitled to vote at the Annual Meeting must be present at the Annual Meeting, either in person, via the live webcast or by proxy, in order for there to be a quorum at the Annual Meeting. Shares of Common Stock with respect to which the holders are present at the Annual Meeting, but not voting, and shares of Common Stock for which we have received proxies, but with respect to which the holders of the shares have abstained from voting, will be counted as present at the Annual Meeting for the purpose of determining whether or not a quorum exists. Broker votes, if any, will also be counted as present for the purpose of determining whether a quorum exists. Shareholders cannot abstain in the election of directors, but they can withhold authority. Shareholders who withhold authority in the election of directors will be considered present for purposes of determining a quorum.

Voting Requirements

For Proposal 1 (election of directors), the nine (9) candidates receiving the highest number of affirmative "FOR" votes at the Annual Meeting (also referred to as a plurality) will be elected as directors. Our Certificate of Incorporation provides that in any election of directors, each shareholder is entitled to a number of votes equal to the number of directors to be elected multiplied by the number of shares he or she holds, which is called "cumulative voting." Shareholders may cast votes for one nominee or distribute votes among two or more nominees. To exercise the right to cumulate votes, a shareholder must provide written instructions on the proxy card stating how the shareholder wishes to have his or her votes distributed. Withheld votes will not be counted as participating in the voting and will therefore have no effect for purposes of Proposal 1.

Approval of Proposal 2 (amendment to our Certificate of Incorporation to provide certain shareholders the right to request special meetings of shareholders) will require the affirmative vote of the holders of a majority of the outstanding shares of Common Stock. Abstentions will thus have the effect of a vote against Proposal 2.

Approval of Proposal 3 (amendment to our Certificate of Incorporation to change the deadlines for shareholders to submit director nominations and other proposals for consideration at an annual meeting of shareholders) will require the affirmative vote of the holders of a majority of the outstanding shares of Common Stock. Abstentions will thus have the effect of a vote against Proposal 3.

Approval of Proposal 4 (the ratification of Deloitte & Touche LLP as our independent registered public accounting firm) will require the affirmative vote of the holders of a majority of the shares of Common Stock present in person, via the live webcast, or represented by proxy and entitled to vote on the matter. Abstentions will be counted as present and entitled to vote and will thus have the effect of a vote against Proposal 4.

Approval of Proposal 5 (the advisory vote to approve named executive officer compensation) will require the affirmative vote of the holders of a majority of the shares of Common Stock present in person, via the live webcast, or represented by proxy and entitled to vote on the matter. Abstentions will be counted as present and entitled to vote and will thus have the effect of a vote against Proposal 5.

Pursuant to Delaware corporate law, the actions contemplated to be taken at the Annual Meeting do not create appraisal or dissenters’ rights.

Shareholder List

A list of shareholders of record entitled to vote at the Annual Meeting will be available for examination by any shareholder, for any purpose germane to the Annual Meeting, for a period of ten days ending on the day before the Annual Meeting during ordinary business hours at the Company's principal executive offices located at 4436 Lebec Road, Lebec, CA 93243.

Proxy Summary

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

Shareholder Engagement

Shareholder engagement is an important and valuable means for direct input and feedback from our investors, and our directors and management recognize the benefits that come from this dialogue. The Board reviews annual meeting voting trends in connection with ongoing shareholder engagement activities, in order to be prepared for engagement, and to also be responsive to shareholder sentiment. We have engaged with shareholders throughout 2025 and 2026 in order to:

•Provide visibility and transparency into our business, key real estate entitlement milestones, and our performance;

•Discuss with shareholders and prospective shareholders the issues that are important to them and listen to their expectations;

•Assess emerging issues that may affect our business, inform our decision making, and help shape our practices; and

•Solicit and consider shareholder feedback regarding our board governance and executive compensation practices, to better understand investor viewpoints and inform discussions in the boardroom.


What We Heard			What We’ve Done
Strategy needed to be clearer			Organized communications around a more explicit strategic framework and sharpened articulation of value drivers
Investors wanted more transparency and access			Increased shareholder outreach, hosted 2025 Investor Day at the NYSE and used quarterly earnings communications to provide more consistent and material updates
The Company was not fully telling its story			Improved messaging around TRCC, the master planned communities ("MPCs"), recurring businesses, and embedded asset value
Governance needed to evolve			Special meeting right proposal will be voted on at 2026 Annual Shareholders Meeting
Board refreshment needed to be real and visible			Reduced board size planned from 11 in 2024 to an expected seven by 2027, eliminated Executive Committee, clarified succession
Compensation needed to reflect performance alignment			2026 compensation plan designed to better align with shareholders, CEO compensation restructure in 2025
Capital allocation discipline mattered			More clearly framed capital priorities, optionality, and value preservation
Investors wanted better operating visibility			Worked toward clearer discussion of segment contribution, including farming and other current earnings drivers
Shareholders wanted action, not argument			Signaled an end to board contests, communications focused on execution and results

Throughout 2025 our management team and directors met with shareholders in person and virtually. In November 2025, we hosted a well-attended investor engagement event at the NYSE to discuss the strategic vision of the Company and that same month the Company hosted its first ever earnings call, both of which included the ability of individual shareholders to pose questions directly to management to which management responded during the call. On March 19, 2026, we also held an earnings call to discuss fourth quarter and full year 2025 earnings, at which we responded to shareholder questions. We have additionally created opportunities for shareholders and prospective shareholders to provide feedback to our Board and management by setting up one-on-one meetings, telephone, and virtual meetings. In 2025, we reached out to shareholders owning approximately 77% of shares outstanding and met with investors representing approximately 72% of shares outstanding.

PROPOSAL 1

THE ELECTION OF DIRECTORS

The Board currently consists of ten directors whose terms expire at the Annual Meeting. As previously disclosed, in accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at nine (9) effective immediately upon adjournment of the Annual Meeting. Each director elected at the Annual Meeting shall hold office until the next annual meeting and will serve until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal.

The Board’s nominees for election at the Annual Meeting are Steven A. Betts, Gregory S. Bielli, Denise Gammon, Andrew Dakos, Anthony L. Leggio, Jeffrey J. McCall, Norman J. Metcalfe, Eric H. Speron, and Daniel R. Tisch. Each of the Board’s nominees is currently a director of the Company. All directors were last elected by shareholders at the 2025 Annual Meeting of Shareholders.

Kenneth G. Yee, who has served as a director since November 4, 2024, informed the Board on March 9, 2026, of his intention not to stand for reelection at the Annual Meeting and, as such, he has not been nominated to stand for reelection.

Except as noted herein, each proxy solicited by and on behalf of the Board will be voted “FOR” the election of the nominees named above (unless such authority is withheld, as provided in the proxy), and unless otherwise instructed, one-ninth of the votes to which the shareholder is entitled will be cast for each of the nominees. While you may provide instructions with respect to any or all of the nominees, if you mark a vote “FOR” fewer than nine (9) nominees, your shares will be voted “FOR” only those nominees you have so marked as described below.

Any shareholder who holds shares in street name and desires to allocate votes among specific nominees may do so by either informing the shareholder’s broker, banker or other custodian of the shareholder’s desire to attend the Annual Meeting, requesting a legal proxy to attend the Annual Meeting, and voting at the Annual Meeting or, where permitted by the broker, banker or other custodian, by following the instructions on the voting instruction form provided by such broker, banker or other custodian. Because each broker, banker or custodian has its own procedures and requirements, a shareholder holding shares in street name who wishes to allocate votes to specific nominees should contact its broker, banker or other custodian for specific instructions on how to obtain a legal proxy or provide vote allocation instructions.

All of the nominees of the Board have consented to being named in this Proxy Statement and to serve if elected; although, as reported in prior securities filings, in seeking nomination to be re-elected at the Annual Meeting, Board Chair Norman J. Metcalfe and Director Gregory S. Bielli stated that, while they are and will remain fully engaged in Company matters during their service, their intent (if re-elected at the Annual Meeting) is to retire and not seek reelection at the 2027 annual meeting. In the event that any one or more of the nominees shall become unable to serve or for good cause refuses to serve as director (an event that is not anticipated), the proxy holders will vote for substitute nominees in their discretion.

Shareholder nominations of persons for election to the Board must be made pursuant to timely written notice to the Secretary of the Company pursuant to, and contain the information required by, the Company’s Certificate of Incorporation and Bylaws. See “Shareholder Proposals for 2027 Annual Meeting” for additional information on the procedure for shareholder nominations.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE FOR ELECTION AS A DIRECTOR.

PROPOSAL 2

APPROVAL OF AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO PROVIDE CERTAIN SHAREHOLDERS SPECIAL MEETING RIGHTS

We are asking you to approve an amendment to the Company’s Certificate of Incorporation to grant shareholders owning at least 25% of the Company’s outstanding shares the right to request that the Secretary of the Company call a special meeting of shareholders as described below (the “Proposed Special Meeting Amendment”).

The Board has unanimously approved the Proposed Special Meeting Amendment, subject to shareholder approval. If our shareholders approve the Proposed Special Meeting Amendment, subject to the discretion of the Board, we intend to file a Certificate of Amendment to our Certificate of Incorporation, as amended, adding the new language below with the Secretary of State of the State of Delaware after the Annual Meeting.

Rationale for the Proposed Amendment

The Company has undertaken a series of governance enhancements to strengthen shareholder engagement, including the election of a shareholder-designated representative to the Board, the implementation of an orderly succession plan for long-tenured directors (including the reduction in Board size to nine following the Annual Meeting and expressed intention to further reduce the Board size to seven by the 2027 annual meeting), and the adoption of a refreshed executive compensation program designed to enhance pay-for-performance alignment and support long-term value creation. The Board believes that granting shareholders owning at least 25% of the Company’s outstanding shares the right to call a special meeting is consistent with these governance enhancements and is, further, responsive to investor interest in having this right be placed in the Certificate of Incorporation. As discussed below, the Company further believes that a 25% ownership threshold reflects a balanced and widely recognized governance standard that facilitates meaningful shareholder engagement while avoiding undue cost or instability.

The Board is of the view that the right to request the calling of special meetings is an important governance mechanism to afford shareholders the right to have their voice heard on time-sensitive and critical matters between annual meetings of shareholders. The Board also believes that special meetings are extraordinary events and should not be a mechanism that a small group of shareholders may wield to advance private agendas or interests that our broader shareholder base may not share and might not ultimately adopt at the meeting. Organizing and preparing for a special meeting may be disruptive and divert significant time and attention of our Board and management away from their primary focus of overseeing and operating our business and creating long-term shareholder value. Further, with each special meeting, we may incur significant expenses in order to prepare the disclosures required for such meeting, print and distribute materials, solicit proxies and tabulate votes.

Following consideration of our corporate governance needs, market practices, feedback from engagement with many of our significant stockholders, and in light of the vote of our shareholders on a shareholder proposal presented at the 2025 annual meeting requesting that the Board amend our governance documents to provide rights for shareholders with 10% or more ownership to call special meetings, the Board has concluded that a 25% ownership threshold strikes an appropriate balance between ensuring that special meetings can be called to act on extraordinary and urgent matters and protecting the long-term interests of the Company and our shareholders. A 25% ownership threshold represents a critical mass of support for the business proposed to be brought before the meeting, helping ensure that the business proposed by shareholders is broadly supported by shareholders and has a credible chance of being adopted at the meeting.

Finally, the Board believes that it is appropriate to require the proponent shareholder submitting the special meeting request (but not other stockholders supporting the request) to have held its shares included in the requesting percentage continuously for at least one year to reduce the risk that special meetings are called for short-term private agendas.

Text of the Proposed Special Meeting Amendment

Accordingly, we ask our shareholders to approve an amendment to the Company’s Certificate of Incorporation, as amended, to amend and restate the existing Article XV with the following:

Special meetings of the shareholders of the Corporation for any purpose or purposes (i) may be called at any time by the Board, or by a majority of the members of the Board; provided, however, that where a proposal requiring shareholder approval is made by or on behalf of a Related Person or, at any time that one or more Related Persons exist, by a director who is not a Continuing Director as to all Related Persons, or where a Related Person otherwise seeks action requiring shareholder approval, then the affirmative vote of a majority of the Continuing Directors shall also be required to call a special meeting of shareholders for the purpose of considering such proposal or obtaining such approval or (ii) shall be called by the Secretary of the Corporation upon written request (a “Special Meeting Request”) of one or more holders of record who have “Owned” (as defined in the Bylaws) at least twenty-five percent (25%) of the outstanding shares of Common Stock (the “Requisite Percentage”) as of the date of the written request and who have complied in full with the requirements set forth in the Bylaws. Such special meetings may not be called by any other person or persons or in any other manner.

The full text of the proposed amendment to the Certificate of Incorporation is attached to this Proxy Statement as Appendix A.

Overview of Related Changes to the Bylaws

The Board has approved changes to the Bylaws, contingent on and subject to the effectiveness of these proposed amendments to the Certificate of Incorporation (the “Special Meeting Bylaws Amendments”), that establish the procedures by which shareholders may submit a special meeting request. The Special Meeting Bylaws Amendments are set forth on Appendix B, and the following summary of the Special Meeting Bylaws Amendments is qualified in its entirety by reference to Appendix B.

The Special Meeting Bylaw Amendments require that shareholders who own the Requisite Percentage and want to request a special meeting must submit a Special Meeting Request and otherwise comply with the requisite provisions of the Bylaws. In connection with the Special Meeting Request, the requesting shareholder(s) are required to submit certain information, including the information required for shareholder proposals and board nominees at annual meetings under our advance notice Bylaw provisions. This informational requirement is intended to promote transparency and to provide us and its shareholders comparable information about matters that a shareholder seeks to present for a shareholder vote, whether the shareholder is seeking to use the advance notice process or special meeting right.

SEC Form PRE 14A filed by Tejon Ranch Co