Regulation FD Presentation (Form 8-K)

November 13, 2025

Dear Shareholders,

Eight months into my tenure at Tejon Ranch Company, I want to speak with you candidly and directly. My goal is straightforward: to show you how I look at our business, where we've made progress, where we're still evolving, how I'm thinking about the future, and my strategy for driving the Company toward success.

I've spent these first months immersing myself in every aspect of the Company. I've celebrated wins, like the opening of our Terra Vista apartments. I've also made decisions that in hindsight I would have approached differently, such as allocating too much capital to a proxy defense effort. And I've grappled with the reality that our share price has been disappointing for far too long. That needs to change.

I've also heard many of your concerns: frustration over years of capital deployed without commensurate returns, skepticism about resources devoted to long-term projects while near-term performance lags, and anxiety about whether management truly prioritizes shareholder value. I've listened carefully, and my job now is to show you, through actions not words, that we're charting a different course.

Why Tejon Ranch Matters

Before diving into what we're changing, let me briefly explain why I believe Tejon Ranch Company represents a compelling opportunity, one worthy of your patience and continued investment.

This combination-strategic location, income-producing assets, entitled development capacity, and multiple paths to value creation-is rare. The challenge hasn't been our assets. It's been our capital allocation. That's what I'm here to fix.

Capital Allocation: Our Most Consequential Decision

I've spent plenty of time in the wilderness over the years. I grew up backpacking in the Sierras with my dad, and I'm the father of four Eagle Scouts (two boys, two girls). In my spare time, I've been exploring the vastness of the Ranch, getting a few flat tires in the process. While in the backcountry, I've been struck by two things. First is the spectacular beauty of the land. The stunningly picturesque landscape of the Ranch reinforces why we've worked so hard to preserve the majority of it while developing a few select areas. My second realization as I've stood at the intersection of countless roads, trails, canals and easements crisscrossing our 270,000 acres, is that it's remarkably easy to get lost here, both literally and figuratively.

As CEO, I face a similar challenge. I'm surrounded by competing strategies, capital priorities, opportunities and distractions. Every day presents decisions about where to deploy capital, which projects to advance, which to defer, and which to abandon entirely. My job isn't to venture down every promising path, it's to make the choices that ultimately create lasting shareholder value.

This is where discipline matters most. For Tejon Ranch Company, with our complex mix of income-producing properties, long-term development projects, and emerging opportunities, capital allocation isn't just important, it's everything.

My approach is straightforward: prioritize capital for opportunities with proven demand that can generate sustainable cash flow in the near term. This starts with investing in TRCC, where we've demonstrated our ability to create value and compound returns. Any capital allocated to long-term investments like master planned communities must be carefully measured and mitigated through joint venture partnerships, ensuring they don't consume a disproportionate share of today's resources or dilute shareholders.

The Compass of Hurdle Rates

To guide these capital allocation decisions, we need a compass-a clear set of investment hurdles that keep us oriented toward value creation. After careful discussion with management and our Board, we have reaffirmed the internal hurdle rates that guide us to determine where we deploy our capital.

Not every investment fits neatly into a formula, and some opportunities, particularly those which are strategic or pioneering, deserve flexibility. However, by laying out our hurdles, I want to make clear the framework that we use to stay oriented toward our true north goal of channeling capital toward opportunities that provide compounding value for shareholders.

We find that the roll-up of our operations is best measured with metrics such as Adjusted EBITDA. This measures cash flow and is a better indicator of performance of our overall portfolio than Net Income (though we remain vigilant about our earnings per share). We've also received feedback that many of our shareholders look at performance in a similar way. Going forward, we will be enhancing our earnings releases with supplemental financial information that better reflects how we evaluate and manage our investments. By focusing on improving these measures, we anticipate that our Total Shareholder Return will improve materially.

Tracking Investment Performance

The best way to chart a path forward is to understand where we've been. At Tejon Ranch Company, that means analyzing the performance of our existing investments against our hurdles and then changing course or divesting from those investments which do not provide acceptable returns, and increasing our capital investment in those which outperform. The chart below is a summary of the investment return metrics for our existing revenue generating investments, with hurdles achieved shown in green.

Our successful track record is a model for the future and gives me confidence that we are allocating capital to income-producing assets in a way that positions Tejon Ranch for sustained growth.

Going forward, we'll continue to use joint ventures for capital-intensive projects to avoid dilution and to leverage our partners' specialized expertise. For smaller, high-yield opportunities, our goal is to invest directly from our balance sheet. We'll continue to screen projects to ensure that they meet our investment hurdles which are designed to protect per-share value.

The Road Ahead

As we look ahead, I've heard the urgency from our shareholders that the future is now: strategic implementation, tighter costs, improved operating margins, disciplined capital, and a credible path to returns. In response, we've organized our efforts around four investor-facing priorities, our strategic pillars: Income, Growth, Governance, and Culture. These pillars are designed to guide our actions and drive earnings improvement over the next several quarters. Let me say a few words about each one.

1. Income: Demonstrate Positive Incremental Earnings

To drive incremental income growth from operations, we must focus on increasing revenues and decreasing costs. Below is a discussion of both.

Revenue Growth

Our first priority is to grow earnings from our operating businesses-TRCC, new revenue opportunities, minerals, water and farming. These platforms generate cash today, and we're optimizing them to generate more tomorrow.

Focus on TRCC

I want to reaffirm our core strategy to focus capital investment on TRCC, pursuing additional industrial development, on balance sheet if possible, plus capitalizing on opportunistic investments which become available. At TRCC, we have proven success plus a considerable runway of 11 million square feet of remaining entitled density. Moreover, as I mentioned above, there is a flywheel effect between industrial, retail and residential investment. To be absolutely clear, future investment in TRCC must be market driven. Controlling the market (as we do), maintaining high occupancy and limiting future supply are all crucial considerations for sustained long term value creation.

On the Horizon: New Revenue Opportunities

Over the past several months, management has completed an exploratory process to identify new revenue sources that take advantage of the unique attributes of the Ranch and produce recurring Adjusted EBITDA. The strongest candidates are those with the lowest capital requirement and which produce the highest yielding cash flow stream with the greatest predictability in the shortest amount of time with the least risk.

The chart below categorizes a wide range of existing and contemplated investments, weighing the revenue potential against the capital investment and resulting yield on cost for each opportunity.

Scale matters, so we must prioritize those investments which move the needle the most or which can be implemented and managed with the most efficient use of resources.

The best opportunities are those which are up and to the right. These include ground leases and royalty agreements covering approved land uses and requiring minimal capital. Indeed, there is rarely a free lunch, and most promising ideas are also the most difficult to source and typically come with strings attached - approval challenges, restrictions under existing agreements, not enough revenue for considerable effort, or significant capital requirements. We must cast a wide enough net to catch some fish while differentiating the signal from the noise so that we avoid going down too many rabbit holes. We are optimistic about our investigations into several categories of revenue growth including utilities, energy, recreation, land monetization and commercial real estate. We look forward to reporting on these as they progress.

Existing Land Monetization Efforts

Our oil and gas rights provide royalty income tied to production volumes and commodity prices, while aggregate and other minerals generate cash through easements and extraction royalties from third-party operators. We remain hopeful that recent State permitting reforms will lead to an increase in oil and gas extraction on Tejon's properties.

Water is one of our most critical resources for future development. Our long-term water rights and contracts provide the foundation for future growth, while strategic water sales help offset the costs of carrying those rights and contracts. There are also several opportunities in the early stages of development where we are looking to leverage our existing water infrastructure to generate additional cash flow.

A Word about Farming

Several shareholders have questioned our farming operations given the reported losses. When measured by cash flow (Adjusted EBITDA) rather than GAAP income (which includes significant non-cash depreciation and yielded farming operating income of $8.1M since 2013 with a 4% margin), farming has generated Adjusted EBITDA before fixed water obligations of $61.3M over 12 years with a 21% margin. These returns exceed our hurdle rates. We will continue evaluating each crop's economics, but farming remains a portfolio diversifier and supports the water contracts that will ultimately support our residential communities.

Reducing Overhead Costs

As CEO, I must ensure that we spend wisely and foster a culture that remains cost-conscious. Since coming on board in April 2025, I've led our team through tough but necessary decisions to improve operating margins and sharpen execution. Most notably, in September we completed a workforce reduction that resulted in more than $2M in annual payroll savings. This reduction, which impacted approximately 20% of our team, affected all levels of the organization. The cuts were difficult but necessary.

I have been challenged by some investors to make deeper reductions. Keep in mind that nearly half of our team works in farming, landscaping and Ranch operations. These are jobs necessary to maintain the 270,000 acre Ranch, and while the positions could potentially be performed by contractors, we are unlikely to save money and would almost assuredly lose control over this essential function.

Additionally, I have been told that we have too many real estate executives. I've scrutinized this carefully. In my past, I have personally asset managed sizable portfolios with a concentrated staff. This isn't that. We're actively and principally developing and operating several complex projects simultaneously: industrial, retail, residential and other commercial assets in TRCC, three MPCs in different regulatory jurisdictions, dozens of long-term participating contractual relationships, farming and ranch operations plus pursuing new opportunities. After benchmarking against comparable companies and analyzing workload, I'm confident we're appropriately staffed at present. I am constantly evaluating our efficiency against our needs as our business continues to evolve.

We have also worked hard to reduce overhead costs. For example, we have comprehensively evaluated our legal resources and have made several key changes. After an extensive interviewing process, we are convinced that moving forward we are well represented by firms whose billing rates are a fraction of what we were previously paying. We have similarly brought down our audit costs and are in the process of addressing our insurance costs. In total, in addition to our payroll savings, we are targeting a savings of $1.5M next year in recurring overhead between our segments and corporate expenses.

2. Growth: Honor the Land and Invest for Long-Term Value Creation

I know some of you believe we should sell our Mountain Village and Centennial land, return capital to shareholders and/or repurchase shares, and focus exclusively on building out TRCC. I've considered this idea carefully, and here's why I believe a more nuanced approach creates greater value.

Below are the concerns that I have heard from shareholders about our MPC strategy, as well as our response:

We have a specific strategy for each community:

I would like to emphasize that my approach to all of our investments, including our MPC's, is that there are no sacred cows and we must objectively consider any and all options for every asset in the best interests of our shareholders.

3. Governance and Communications: Respect Shareholders and Be Transparent

During my time as CEO, I've enjoyed working with our Board, individually and collectively. I've found them to be extremely thoughtful, diverse in their backgrounds and deeply caring with respect to the Company and its long-term interests. They have provided me with valuable input to make informed decisions about the Company.

Nonetheless, our governance can be improved and streamlined in the same way that we're addressing our management team. We've taken several steps already, including adding depth to our Board's Executive Committee and naming committee vice chairs to ensure seamless succession.

Looking ahead to the upcoming 2026 proxy and annual shareholder meeting, the Board has instructed the Nominating and Governing Committee to start the process to evaluate both the reduction of the number of directors elected at the May 2026 shareholder meeting as well as the elimination of the Executive Committee. I will report on this topic as the process unfolds.

We have also heard from shareholders about the desire to have a special meeting if requested by a certain percentage of shareholders. The Board has discussed this topic and will be proposing a special meeting right with a 25% threshold which would appear in the proxy statement for shareholder consideration at the 2026 annual shareholder meeting. The majority of public companies with a special meeting right have set the ownership threshold at 25%.

We're also finalizing our executive compensation plan for 2026 to better align with market expectations and shareholder priorities. This plan will be presented to the Board for approval this December and implemented next year. Additionally, I have deferred and partially reduced a portion of my sign-on incentive as part of our cost streamlining effort.

We have taken several positive steps forward as to how we report and communicate to you, our shareholders. This includes hosting our first quarterly earnings call on November 6th and our Investor Engagement Event on November 14th. As I noted above, we are enhancing our earnings releases with supplemental financial information to provide greater transparency into the Company's operations, including Adjusted EBITDA by segment and JV earnings. This effort will help shareholders gain a clearer understanding of each segment's performance. We also intend to hold an in-person/hybrid annual shareholder meeting in 2026 for those shareholders who want to participate, and will offer tours of our assets on the Ranch.

4. Culture: Foster a Cohesive Atmosphere to Drive Performance

Finally, we're building a team that's engaged, entrepreneurial, and focused on results. I recognize that workforce reductions can impact morale, which is why engagement is more important than ever. In a leaner organization, performance depends on a highly-functioning, motivated team.

I believe in experimentation, taking ownership, and doing things the right way. Together with senior management, we're cultivating a culture that reflects our shared commitment to succeed and deliver the outcomes our shareholders expect. After reviewing our organization, I'm confident that this is the team we need to win.

What to Expect and When

Accountability requires measurable milestones. Here's what you should expect over the next 18 months:

These aren't aspirations, they're commitments I'm making to you today.

In Closing: Accountability and Action

I've spent eight months exploring the literal and figurative landscape of our Company. Today we stand at a crossroads. Once as an Assistant Scoutmaster, I successfully chased down the hiking boot of a Boy Scout who attempted (unsuccessfully) to throw his only footwear across a waist deep river on Day 2 of a ten-day backpack trip. A road nearly poorly taken. My job is to learn from past mistakes, both my hiking misadventures and our Company's strategic decisions, and chart a wiser course forward.

My goal in this letter is to show you how I intend to lead Tejon Ranch Company down a path toward success. It starts with having a clear framework for capital allocation by establishing investment hurdles and analyzing our existing investment performance. Our plan focuses on prioritizing the four strategic pillars of income, growth, governance and culture. We are scouring the land in search of new revenue sources and have made the right steps to reduce our overhead so that we can implement our plan with maximum impact on the bottom line.

I know some of you want faster transformation and more change. I'm balancing two imperatives: first, moving quickly enough to be opportunistic and to enact meaningful change, and second, being deliberate enough to avoid missteps that would set us back. We're making fundamental progress today that we expect will compound over the coming quarters. I'm confident you'll see material results within the timeframe I've outlined.

You've watched this company for years, sometimes decades, and you have reason to be skeptical. This year's contested election has made clear that the status quo is unacceptable. I've heard that message. If we haven't delivered improved Adjusted EBITDA, new revenue streams, and momentum on our MPC partnerships by this time next year, I'll be the first to acknowledge it and adjust course. That's my commitment to you.

Sincerely,

Matthew H. Walker

President and Chief Executive Officer

Tejon Ranch Company