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) March 59, 2026

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)

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 ~~TradingSymbol~~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 75.0102 ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~On March 9, 2026, Tejon Ranch Co. (~~the~~ “Company”) ~~announced~~Director inKenneth aG. ~~press~~Yee ~~release~~informed ~~issued March 5, 2026 (~~the ~~“Press~~Company ~~Release”)~~ that ithe will ~~hold~~not astand ~~conference~~for ~~call~~reelection onat ~~March 19,~~the 2026 atannual ~~5:00~~meeting, ~~p.m.~~upon ~~Eastern~~completing ~~Time~~his ~~for~~current term as a director at the ~~Company’s~~2026 ~~shareholders~~annual ~~and~~meeting. ~~other~~The ~~interested~~Board ~~parties~~thanks inDirector ~~connection~~Yee ~~with~~for his service to the Company’s. ~~release~~In ofconnection ~~fourth~~therewith ~~quarter~~ and ~~full~~pursuant ~~year~~to ~~2025~~authority ~~operating~~conferred ~~and~~in ~~financial~~Article ~~results~~III, ~~which~~Section 2 ~~will~~of bethe ~~released~~Company’s ~~before~~Amended ~~the~~and ~~market~~Restated ~~opens~~Bylaws (“Bylaws”), on March 199, 2026., ~~During~~ the ~~conference~~Board ~~call~~of Directors (“Board”) unanimously adopted a resolution reducing the ~~Company~~size ~~will~~of ~~address~~the ~~questions~~Board ~~that~~from ~~are~~ten ~~emailed~~to innine ~~advance~~Directors, ~~instructions~~effective ~~for~~immediately ~~which~~upon ~~are~~adjournment ~~provided~~of in the ~~Press~~2026 ~~Release~~annual meeting.

~~Information~~On onMarch 9, ~~how~~2026, ~~interested~~the ~~shareholders~~Board ~~and~~unanimously ~~other~~nominated ~~parties~~nine ~~may~~incumbent ~~register~~directors to ~~attend~~stand ~~each~~for ofreelection ~~these~~at ~~events~~the is2026 ~~included~~annual inshareholder meeting. In seeking nomination to be reelected at the ~~Press~~2026 ~~Release.~~annual Ameeting, ~~copy~~Board ofChair ~~this~~Norman ~~release~~J. isMetcalfe ~~furnished~~and asDirector ~~Exhibit 99~~Gregory S.1 Bielli stated that, while they are and will remain fully engaged in Company matters during their service, their intent (if reelected at the 2026 annual meeting) is to ~~this~~retire ~~Current~~and ~~Report~~not onseek ~~Form~~reelection ~~8-K~~at the 2027 annual meeting.

~~The~~On ~~information~~March 9, in2026, ~~this~~the ~~Current~~Board ~~Report~~unanimously onadopted ~~Form~~a ~~8-K~~resolution ~~(including~~expressing the ~~exhibit~~intention ~~attached~~to asfurther ~~Exhibit~~reduce ~~99.1~~the ~~hereto)~~number isof ~~being~~Directors ~~furnished~~in ~~pursuant~~light ~~to Item 7.01~~ of ~~Form~~Board ~~8-K~~Chair Metcalfe’s and ~~shall~~Director ~~not~~Bielli’s bestated ~~deemed~~intentions to beretire ~~“filed”~~and ~~for~~not seek reelection at the ~~purposes~~2027 ofannual ~~Section 18~~meeting of(if ~~the~~reelected ~~Securities~~at ~~Exchange~~the ~~Act~~2026 ofannual ~~1934~~meeting), assuch ~~amended~~that (by the ~~“Exchange~~2027 ~~Act”),~~annual ormeeting ~~otherwise~~the ~~subject~~Board towill ~~the~~be ~~liabilities~~comprised of ~~that~~seven ~~section,~~Directors. ~~nor~~This ~~shall~~further itreduction bein ~~deemed~~Board tosize will be ~~incorporated~~formally approved by ~~reference~~Board inaction ~~any~~at ~~filing~~the ~~under~~time ~~the~~of ~~Securities~~said ~~Act~~retirements ~~(including~~as ~~the~~provided ~~exhibit~~by ~~attached~~Article III, asSection 2 ~~Exhibit~~of ~~99.1~~the ~~hereto)~~Bylaws.

Item 98.01 ~~Financial~~Other ~~Statements and Exhibits.~~Events

~~For~~On ~~the~~March 9, ~~exhibits~~2026, ~~that~~the ~~are~~Board ~~furnished~~of ~~herewith~~Directors, ~~see~~acting on the ~~Index~~unanimous recommendation of the Company’s Nominating and Corporate Governance Committee, unanimously adopted a resolution to ~~Exhibits~~eliminate the Board’s Executive Committee, effective immediately ~~following~~on adoption of such resolution.

INDEX TO EXHIBITS

99.1		Press Release dated March 5, 2026 announcing fourth quarter and full year 2025 earnings release and conference call
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: March 5, 2026

TEJON RANCH CO.

Date: March 10, 2026

TEJON RANCH CO.

/S/ MICHAEL R.W. HOUSTON

Michael R.W. Houston

Senior Vice President, General Counsel & Secretary

Filing Compare · TEJON RANCH CO