Slide 1: Building the Future
Building the Future Investor Presentation APRIL 2025
Slide 2: Safe Harbor Statement
Safe Harbor Statement Statements in or accompanying this presentation that relate to or are based on plans, projections, expectations, assumptions, future events and results are forward-looking statements that involve a number of risks and uncertainties. Words such as “anticipates,” “expects,” “inte
Slide 3: Table of Contents
Table of Contents 1 Executive Summary 2 Value Creation Strategy 3 Corporate Governance Appendices 3
Slide 4: Executive Summary
EXECUTIVE SUMMARY 43
Slide 5: Tejon Ranch: A Unique California Land Asset
Tejon Ranch: A Unique California Land Asset • One Ranch, One Company: Tejon Ranch Company is a unique public company • We own one asset, the ranch: At 270,000 acres, we are California’s largest privately held contiguous land holding • One singular mission: Maximize the value of our land for long- te
Slide 6: Vision: Nexus Of Growth
Vision: Nexus Of Growth SAN JOAQUIN VALLEY Secular changes in demographics, housing Bakersfield and industrial support Tejon’s business strategy SIERRA NEVADA MOUNTAINS 90 Miles • Regional Demographic Migration Supports Demand: Los Angeles County and its population of ~10mm migrates North, the last
Slide 7: An Ecosystem Built for Economic Growth
An Ecosystem Built for Economic Growth Tejon Ranch’s business units are vitally interconnected, generating near-term returns that create long-term value. Commercial / Resort / • Farming operations support long-term water contracts that Industrial Residential contribute to the water supply critical f
Slide 8: Tejon Ranch's Value Creation Strategy
Tejon Ranch’s Value Creation Strategy Maximizing Land Value. Monetizing Potential. Illustrative Land Value Creation • Scale Commercial and Industrial Cash $30,000 - $1,200,000 / acre Flow at TRCC with development that +5 – 10x meets the market $1,500 - $10,000 / acre • Monetize Legacy Land Uses and
Slide 9: Tejon Ranch's Value Creation Strategy
TEJON RANCH’S VALUE CREATION STRATEGY
Slide 10: Tejon Ranch is a Master Planned Community Developer
Tejon Ranch is a Master Planned Community Developer • Master Planned Community development is the large-scale planning, zoning and building of an entire community Irvine Ranch – Creation of a mixed-use project that integrates housing, amenities, and commercial space Master Planned Community in South
Slide 11: We Have Made Significant Progress to Entitle the MPCs
We Have Made Significant Progress to Entitle the MPCs The entitlement process and successful defense against CEQA litigation in California takes time, but we have made substantial progress on activating each of the MPCs TRCC Mountain Village Grapevine Centennial ✓ Adopted Specific Plans and Certifie
Slide 12: TRCC – The Premier Rest Stop in California
TRCC – The Premier Rest Stop in California Opportunity: Leverage high traffic location along Interstate 5, the West Coast’s primary North-South corridor, to develop best in class real estate Prime logistics location: 2 hours from Ports of LA/Long Beach and 4 hours from Port of Oakland; near Highway
Slide 13: From Pioneering Opportunity to Institutional Real Estate
From Pioneering Opportunity to Institutional Real Estate • Lengthy entitlement processes and CEQA litigation defense (1997- TRCC: Industrial Land Value Over Time 2007) have paved the way for future growth ($ per sq.ft.) $10 $9.00/SF − Travel Plaza: 2 Years $9 $8 − TRCC-West: 3 Years $7 − TRCC East:
Slide 14: TRCC – Building Stable Long Term Recurring Cash Flow
TRCC – Building Stable Long Term Recurring Cash Flow • Cash flows reflect “hockey stick effect” as investments in TRCC Cumulative Cash Flows(2) (commercial/industrial) ($ in mm) start-up period transition to recurring cash flow $120 • Standalone NAV of TRCC of ~$14-20/share(1) exceeds $100 company m
Slide 15: Replicating The Success of TRCC in Other MPCs
Replicating The Success of TRCC in Other MPCs Following the success of TRCC, we are in the process of developing our other three MPCs, which will be activated in the coming years Entitlement State + Federal permits Tract/final maps Construction Operations • Create a development • Obtain necessary pe
Slide 16: As a Land Developer, We Create Value Over Time through Entitlement and Approval Processes
As a Land Developer, We Create Value Over Time through Entitlement and Approval Processes A Raw Land E Construction Entitlement/ B F Groundbreaking Litigation Defense C State & Federal Permits G Homesite Closings D Tract/Final Maps H Home Closings Up Front Investments Lead to Cash Flows in Later Yea
Slide 17: Land Development Process: Adding Value To Land
Land Development Process: Adding Value To Land Finished Home Retail Home Sale Price Profit Margin Purchase Custom Lot Sale to Homebuilding A Buyer Costs Custom Lot B Sale Price Additional Profit Homebuilder Margin Finished Pad Purchases Sale Price Profit Margin 5-10x or more Step-up in Value MPC Inf
Slide 18: Value Creation Through Successful Entitlements
Value Creation Through Successful Entitlements Resources, strategy and expertise in obtaining approvals to transform raw land into a monetizable real estate asset to drive shareholder value Commercial/retail land ~$260,000 - ~$1.2mm/acre $6.00 - $27.00 per sq. ft.* Industrial land ~$390,000/acre $9.
Slide 19: Fully Entitled, Activated Land Sells at a Premium
Fully Entitled, Activated Land Sells at a Premium Preparing land for development adds significant value, recent comparable examples include: Unentitled Ranch Land Entitled Unimproved Land Entitled Land with Finished Pads/Lots $1,500 -10,000 $30,308 $83,333 $105,000 $770,000 $2,500,000 per acre per a
Slide 20: Corporate Governance
CORPORATE GOVERNANCE
Slide 21: Governance: Responsible Board Succession and New CEO
Governance: Responsible Board Succession and New CEO have Positioned Tejon Well to Oversee its Strategic Plan 1. TRC deeply values shareholder input. Leadership engages with all shareholders seeking dialogue and has a track record of responsiveness. Last year, the Company met with investors represen
Slide 22: TRC Features a Shareholder-Friendly Board
TRC Features a Shareholder-Friendly Board 90% of directors are independent (9 out of • Shareholder engagement is an important component of our corporate Independence governance program and outreach has included calls and face-to-face 10) meetings upon request, investor days at the Ranch and other co
Slide 23: Board Succession Has Been Thoughtful and Deliberate
Board Succession Has Been Thoughtful and Deliberate • The Board and Nominating & Corporate Governance Committee (the “Nominating Committee”) began a process to refresh the Board and plan for succession in 2023, which continued throughout 2024 • Board succession planning is part of the company’s disc
Slide 24: Robust Board Refreshment
Robust Board Refreshment Four New Directors Added in Last Six Months by the Company, All Prior to Engagement with Bulldog November 2024 December 2024 Denise Jeffrey J. Eric H. Kenneth G. Yee Gammon McCall Speron Committees: Compensation, Committees: Audit, Compensation Committees: Audit, Nominating
Slide 25: Collectively, Our Board Has the Right Combination of Skills & Expertise
Collectively, Nominees Real Estate Experience California- Specific real estate Years of Relevant Experience Operating & Investment Financial Business Development Our Board Steven A. Betts Master-planned communities, multi-family and commercial development Y 40+ Y Y Y Has the Right Gregory S. Bielli
Slide 26: A Successful CEO Transition: Matt Walker Brings Tremendous Relevant Experience
A Successful CEO Transition: Matt Walker Brings Tremendous Relevant Experience For Next Phase of TRC Growth Lowe is a private real estate company, with 53 years of real estate investment, development and management experience. The company creates commercial properties, hotel properties, multifamily
Slide 27: Governance: Bulldog Lacks Credibility, Analytical Solutions, and Relevant Expertise
Governance: Bulldog Lacks Credibility, Analytical Solutions, and Relevant Expertise We Believe Bulldog Has Not Engaged We Believe Bulldog Does Not Have a We Believe Bulldog’s Slate Does Not Have Seriously or Constructively with TRC Credible, or Actionable, Set of Ideas the Requisite Skills to Advanc
Slide 28: Bulldog's Assertions on Capital Allocation Conflict With Reality
Bulldog’s Assertions on Capital Allocation Conflict With Reality • Bulldog’s assertions suggest it doesn’t understand TRC’s business and the path to value creation – Bulldog Suggests: capital should be used for TRCC and not MPCs – Reality: 85% of 2025 capital investments are already focused on enhan
Slide 29: MPC Spending Has Been Declining After Entitlements
MPC Spending Has Been Declining After Entitlements We Have Prudently Invested In Our MPCs As We Work Towards Approvals • Disciplined approach to investments: A portion of investments are nondiscretionary (e.g. taxes), whereas others are discretionary and increase the value of our landholdings • MPC
Slide 30: The Choice Is Clear
The Choice Is Clear: Bulldog Nominees: Wrong Choice for Tejon Ranch Nominees: Right Choice for Shareholders Shareholders Phillip Goldstein Andrew Dakos Aaron Morris Real estate operational 9 out of 10 8 out of 10 experience or MPC X X X Current Directors have Current Directors have experience Releva
Slide 31: Conclusion
ws mcd : CONCLUSION -
Slide 32: Conclusion
Conclusion • Tejon is transforming raw land into monetizable assets by expertly navigating the lengthy California approval process Developing a • Tejon sits in a prime location to address Northern migration of Los Angeles population and California’s housing shortage, while Unique Asset capitalizing
Slide 33: Appendix
APPENDIX
Slide 34: Appendix Table of Contents
Appendix Table of Contents 1 Master Planned Communities Background to Engagement With Bulldog & Tejon’s Views on Bulldog’s 2 Assertions 3 Executive Compensation 4 Financials & Reconciliations 34
Slide 35: Master Planned Communities
MASTER PLANNED COMMUNITIES
Slide 36: Tejon Ranch Addresses California's Housing Shortage
Tejon Ranch Addresses California’s Housing Shortage California Housing Market is Structurally Undersupplied with Cumulative Undersupply of ~2.5mm Homes Housing Production and Undersupply Since 2018 Tejon Ranch is uniquely positioned (CA Annual New Private Housing Units Completed) to deliver housing
Slide 37: Tejon Ranch Commerce Center Achievements to Date
Tejon Ranch Commerce Center Achievements to Date Tejon Ranch Commerce Center case is a “gem”* harvested after lengthy entitlement/litigation defense 1 Retail/Outlets 2 Industrial 3 Residential 674,000 sf of commercial retail built, with a total 7mm sf of industrial built to date, with 11.1mm Terra V
Slide 38: One Asset, One Ranch.
One Asset, One Ranch. There is considerable value of our master planned community land. Tejon strongly advocates its long-term value creation strategy of developing the ranch in lieu of selling off individual parcels. While Tejon will always consider opportunities, there are several reasons why a ho
Slide 39: Investing In Long-Term Strategic Assets
Investing In Long-Term Mountain Village Strategic Assets 3,450 units and 750 hotel rooms, with approved Tentative Tract Map for 752 lots and a Final Map for 401 lots Tejon Ranch Has A Strong Track Record of 160k sf commercial Obtaining Land Use Approvals and Creating Primary/second home luxury commu
Slide 40: Mountain Village
Residential real estate development Mountain Village Kern County • Location: 70 miles north of Los Angeles off Interstate 5 • Entitlements: 3,450 residential units, 750 hotel keys (guestrooms), 160k sq.ft. of commercial space − Prevailed in state California Environmental Quality Act (CEQA) and feder
Slide 41: Grapevine
Residential real estate development Grapevine Kern County • Location: 30 miles south of Bakersfield • Entitlements: 12,000 residential units/5.1 mm sq. ft. of commercial and industrial development − Successfully defended CEQA challenge with respect to approved Specific Plan − Active in advancing Fed
Slide 42: Centennial
Residential real estate development Los Angeles County Centennial • Location: 70 miles north of Los Angeles off SR 138 • Program: 19,333 residential units/10.1mm sq.ft. of commercial space • Positioning: Large-scale residential and mixed-use community to help address region’s housing needs, while em
Slide 43: Setting the Record Straight
TBU Company – New Photo SETTING THE RECORD STRAIGHT BACKGROUND TO ENGAGEMENT WITH BULLDOG & TEJON’S VIEWS ON BULLDOG’S ASSERTIONS 43
Slide 44: Our Engagement With Bulldog
Our Engagement With Bulldog • Despite the recent Board succession and refreshment, which included adding a director recommended by shareholders, and the appointment of a new CEO, Bulldog Investors nominated three candidates for the 2025 Shareholder Meeting without any credible effort to engage const
Slide 45: Setting the Record Straight on Bulldog's Agenda
Setting the Record Straight on Bulldog's Agenda Bulldog has identified four areas of focus. Here's what you need to know: • Capital allocation − Selling Tejon’s entitled land at Mountain Village is imprudent for many reasons − Walking away from Centennial entitlements is throwing away decades of inv
Slide 46: Our Concerns with Bulldog Nominees
Our Concerns with Bulldog Nominees Adding Bulldog Nominees to the Board Risks Significant Disruption to Planning and Execution Nominee Experience Public Boards Served On • Special Opportunities Fund • Age: 80 • Total Return Securities Fund We believe Bulldog has a short- • Managing Partner of Bulldo
Slide 47: Aaron Morris is NOT Independent of Bulldog Investors
Aaron Morris is NOT Independent of Bulldog Investors Source: Press Releases. 47
Slide 48: Aaron Morris Has NO Relevant Experience and His Firm Represented Bulldog Investors
Aaron Morris Has NO Relevant Experience and His Firm Represented Bulldog Investors in Litigation 48
Slide 49: We Question the Motivation Behind Nominating Aaron Morris
We Question the Motivation Behind Nominating Aaron Morris, Who Has a History of Litigating for Bulldog 49
Slide 50: The Downside Impact of Cumulative Voting
The Downside Impact of Cumulative Voting Support for Bulldog Would Likely Have Unintended Consequences 1 Potential election of unqualified Bulldog nominee(s) 2 Outsized Influence and Representation Disproportionate with Ownership 3 Complexity and Voter Confusion • Cumulative voting was designed to a
Slide 51: Executive Compensation
Executive Compensation EXECUTIVE COMPENSATION 51
Slide 52: Executive Compensation – Core Pay Program Design
Executive Compensation – Core Pay Program Design Balanced program that reinforces pay for performance and shareholder alignment Core Executive Pay Program Overview Pay Positioning and Peer Group Key Leadership Transitions: ▪ Target competitive pay mix and levels vs. comparable public companies ▪ Pee
Slide 53: Recent And Go-Forward Pay Program Structures
Recent And Go-Forward Pay Program Structures Targeted Pay Approaches with Leadership Transition 2023 2024 2025 2026 and Beyond • CEO and COO (Bielli and Lyda) contemplate • Gregory Bielli announces formal retirement • Matt Walker joins as President and COO, • To define new pay strategies, retirement
Slide 54: 2024 CEO Reported Compensation Exceeds What Was Actually Earned
2024 CEO Reported Compensation Exceeds What Was Actually Earned Actual 2024 CEO Pay is Lower As Reported As Earned 1 The grant date fair value of equity awards with performance conditions includes the estimated probable outcome of the performance condition. 3 With CEO Bielli’s retirement at the end
Slide 55: Financials & Reconciliations
FINANCIALS & RECONCILIATIONS
Slide 56: Recent Total Shareholder Return In-Line With Peers
Recent Total Shareholder Return In-Line With Peers 30.7% Total Shareholder Return Total Shareholder Return 1-Year 3-Year 5-Year (Pre-Covid)* Tejon Ranch 6.5% (9.2%) 1.0% Land Companies (Median) 6.8% (12.2%) (6.0%) Proxy Peers (Median) 10.3% (12.1%) 4.0% Russell 2000 (1.0%) 3.9% 30.7% 10.3% 6.5% 6.8%
Slide 57: Analyst's View of TRC And The Board
Analyst’s View of TRC And The Board We like his [Matt Walker, CEO] apparently strong real estate DEMAND FOR INDUSTRIAL / WAREHOUSE SPACE – TRCC ATTRACTIVE DISTRIBUTION background. HUB TRC also has had a strong recent track record of pre-leasing planned new industrial space even before construction h
Slide 58: Conservative Balance Sheet with Significant Liquidity
Conservative Balance Sheet with Significant Liquidity TRC maintains a conservative balance sheet with the right capital markets tools that provide liquidity to be opportunistic and flexible • Total capitalization and low leverage. Including pro rata share ($ in millions) 2024 2023 2022 2021 (“PRS”)
Slide 59: Operating Segment Revenue
Operating Segment Revenue Revenues ($ in millions) : 2024 2023 2022 2021 Real estate - commercial/ industrial $23.4 $18.6 $48.3 $28.7 (Incl Joint Ventures) Mineral resources $10.2 $14.5 $21.6 $21.0 Farming $13.9 $14.0 $13.0 $11.0 Ranch operations $5.2 $4.5 $4.1 $4.1 Investment/ Gain $2.3 $2.6 $0.6 $
Slide 60: Non-GAAP Adjusted EBITDA Reconciliation
Non-GAAP Adjusted EBITDA Reconciliation ($ in thousands) 2024 2023 2022 2021 Net income $2,688 $3,265 $15,810 $5,342 Net Income (loss) attributed to non-controlling interest (2) -- 2 (6) Interest, net Consolidated, interest income (2,273) (2,557) (634) (57) Our share of interest expense from unconso
Slide 61: Non-GAAP Net Debt / Adjusted EBITDA Reconciliation
Non-GAAP Net Debt / Adjusted EBITDA Reconciliation GAAP Reconciliations Non-GAAP Reconciliations As of December 31, 2024 ($ in millions) 2024 As of December 31, 2024 ($ in millions) 2024 Net Debt (GAAP) Debt TRC Debt $66.94 Pro Rata Share of JV Debt $111.91 Less: TRC Cash and Marketable Securities (
Slide 62: Additional Information and Where to Find It
Additional Information and Where to Find It Tejon has filed a definitive proxy statement on Schedule 14A and WHITE proxy card with the SEC in connection with its solicitation of proxies for its 2025 Annual Meeting of Shareholders. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AME