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What changed in TEJON RANCH CO's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TEJON RANCH CO's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+386 added−346 removedSource: 10-K (2026-03-19) vs 10-K (2025-03-06)

Top changes in TEJON RANCH CO's 2025 10-K

386 paragraphs added · 346 removed · 258 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

92 edited+62 added−46 removed32 unchanged
Biggest changeTerra Vista at Tejon 6 7 Percentage of Total Revenue 1 by Segment: 1 Charts present segment revenues and equity in earnings of unconsolidated joint ventures, which has been included in real estate, while other income components are excluded. 8 Note: Our Resort Residential reporting segment did not report revenues in the periods reported herein. 9 The following table shows the revenues from continuing operations, segment operating results and identifiable assets of each of our continuing segments for the last three years: FINANCIAL INFORMATION ABOUT SEGMENTS (Amounts in thousands of dollars) Year Ended December 31, 2024 2023 2022 Revenues Real estate - commercial/industrial $ 12,552 $ 11,758 $ 40,515 Mineral resources 10,214 14,524 21,595 Farming 13,925 13,950 13,001 Ranch operations 5,195 4,507 4,106 Segment revenues 41,886 44,739 79,217 Segment Operating Results Real estate - commercial/industrial $ 15,523 $ 10,573 $ 31,911 Real estate - resort/residential (2,615) (1,528) (1,629) Mineral resources 3,162 5,839 8,626 Farming (3,626) (1,307) (6,810) Ranch operations 331 (536) (918) Segment operating results 1 12,775 13,041 31,180 Reconciling items: Investment income 2,273 2,557 634 Other (loss) income (292) (138) 1,088 Corporate expenses (11,092) (9,872) (9,699) Income before income taxes 3,664 5,588 23,203 Identifiable Assets by Segment 2 Real estate - commercial/industrial $ 98,185 $ 73,105 $ 74,292 Real estate - resort/residential 330,513 321,216 312,956 Mineral resources 54,658 52,068 48,780 Farming 54,478 52,094 45,814 Ranch operations 2,658 2,072 1,945 Corporate 67,506 76,968 83,004 Total assets $ 607,998 $ 577,523 $ 566,791 1 Segment operating results are comprised of revenues and equity in earnings of unconsolidated joint ventures, less segment expenses, excluding investment income, other income (loss), corporate expenses, and income taxes. 2 Identifiable Assets by Segment include both assets directly identified with those operations and an allocable share of jointly used assets.
Biggest changeThese activities include infrastructure maintenance and operational oversight of our approximately 270,000 acres and contribute modest operating income. 7 8 Percentage of Total Revenue 1 by Segment: 1 Charts present segment revenues and equity in earnings of unconsolidated joint ventures, which has been included in real estate, while other income components are excluded. 9 Note: Our Resort Residential reporting segment is not a revenue generating segment in the periods reported herein. 10 The following table shows the revenues from continuing operations, segment operating results and identifiable assets of each of our continuing segments for the last three years: FINANCIAL INFORMATION ABOUT SEGMENTS (Amounts in thousands of dollars) Year Ended December 31, 2025 2024 2023 Revenues Real estate - commercial/industrial $ 15,006 $ 12,552 $ 11,758 Multifamily 732 — — Mineral resources 9,636 10,214 14,524 Farming 18,738 13,925 13,950 Ranch operations 5,479 5,195 4,507 Segment revenues 49,591 41,886 44,739 Segment Operating Results Real estate - commercial/industrial $ 15,366 $ 15,523 $ 10,573 Multifamily (1,547) — — Real estate - resort/residential (2,277) (2,615) (1,528) Mineral resources 2,829 3,162 5,839 Farming (112) (3,626) (1,307) Ranch operations 218 331 (536) Segment operating income 1 14,477 12,775 13,041 Reconciling items: Investment income 914 2,273 2,557 Other loss (164) (292) (138) Corporate expenses (14,068) (11,092) (9,872) Income before income taxes 1,159 3,664 5,588 Identifiable Assets by Segment 2 Real estate - commercial/industrial $ 64,681 $ 68,944 $ 70,521 Multifamily 63,695 29,241 2,584 Real estate - resort/residential 341,433 330,513 321,216 Mineral resources 62,236 54,658 52,068 Farming 58,545 54,478 52,094 Ranch operations 2,172 2,658 2,072 Corporate 37,707 67,506 76,968 Total assets $ 630,469 $ 607,998 $ 577,523 1 Segment operating income is comprised of revenues and equity in earnings of unconsolidated joint ventures, less segment expenses, excluding investment income, other income (loss), corporate expenses, and income taxes. 2 Identifiable Assets by Segment include both assets directly identified with those operations and an allocable share of jointly used assets.
Immediately northeast of Grapevine is Grapevine North, a 7,655-acre development area, which is currently used for agricultural purposes. Identified as a development area in the RWA, Grapevine North presents a significant opportunity for future development.
Grapevine North Immediately northeast of Grapevine is Grapevine North, a 7,655-acre development area, which is currently used for agricultural purposes. Identified as a development area in the RWA, Grapevine North presents a significant opportunity for future development.
The Company continues to support ValleyCAN in its mission to improve public health and quality of life in disadvantaged communities located in the region. Water Conservation • At TRCC-East, water used for irrigation purposes is reclaimed water from the water treatment plant.
The Company continues to support ValleyCAN in its mission to improve public health and quality of life in disadvantaged communities located in the region. Water Conservation • At TRCC-East, water used for irrigation purposes is reclaimed from the water treatment plant.
Litigation by environmental and other special interest groups has been a primary cause of delays and increased costs for our real estate development projects as well as other projects in California. For discussion on legal matters pertaining to our developments, see Note 13 (Commitments and Contingencies) of the Notes to Consolidated Financial Statements.
Litigation by environmental and other special interest groups has been a primary cause of delays and increased costs 19 for our real estate development projects as well as other projects in California. For discussion on legal matters pertaining to our developments, see Note 13 (Commitments and Contingencies) of the Notes to Consolidated Financial Statements.
For example, the Company installed a solar-covered parking structure at the Outlets at Tejon. The structure covers 1.85 acres and is projected to reduce by approximately 83% the center’s electricity consumption needs for shared spaces and produce approximately 1,076,000-kilowatt hour, or kWh, of clean energy every year.
For example, the Company installed a solar-covered parking structure at the Outlets at Tejon. The structure covers 1.85 acres and is projected to reduce by approximately 83% the outlet center’s electricity consumption needs for shared spaces and produce approximately 1,076,000-kilowatt hour, or kWh, of clean energy every year.
We create value by securing entitlements for our land, facilitating infrastructure development, strategic land planning, monetization of land through development and/or sales, and conservation in order to maximize the highest and best use for our land. We are involved in nine joint ventures that either own, develop, and/or operate real estate properties.
We create value by securing entitlements for our land, facilitating infrastructure development, strategic land planning, monetization of land through development and/or sales or leases, and conservation in order to maximize the highest and best use for our land. We are involved in nine joint ventures that either own, develop, and/or operate real estate properties.
Additionally, geopolitical tensions, including ongoing conflicts in the Middle East and Eastern Europe, further contribute to price volatility. We have approximately 2,000 acres under lease to National for the purpose of manufacturing Portland cement from limestone deposits found on the leased acreage.
Additionally, geopolitical tensions, including ongoing conflicts in the Middle East and Eastern Europe, further contribute to price volatility. 25 We have approximately 2,000 acres under lease to National for the purpose of manufacturing Portland cement from limestone deposits found on the leased acreage.
We believe that an experienced and varied workforce possesses a broader array of perspectives that businesses need to remain competitive in today’s economy. We maintain employment policies that comply with federal, state and local labor laws and promote a culture of fairness and respect.
We believe that an experienced and varied workforce possesses a broader array of perspectives that businesses need to remain competitive in today’s economy. We maintain employment policies that comply with federal, state and local labor laws and promote a culture of respect.
Current entitlements available at TRCC can facilitate alternative uses and further increase the per-acre value. 15 16 Commercial/industrial Real Estate Development Market Overview The logistics operators currently located within TRCC have demonstrated success in serving all of California and the western region of the United States, and we are building on their success in our marketing efforts.
Current entitlements available at TRCC can facilitate alternative uses and further increase the per-acre value. 16 17 Commercial/industrial Real Estate Development Market Overview The logistics operators currently located within TRCC have demonstrated success in serving all of California and the western region of the United States, and we are building on their success in our marketing efforts.
Water sales opportunities each year are impacted by rain and snowfall volume along with California State Water Project, or SWP, allocations. The current SWP allocation is at 35% of contract amounts with an expectation that the allocation may increase. In 2015, we entered into a water sale agreement with PEF, our current lessee under a power plant lease.
Water sales opportunities each year are impacted by rain and snowfall volume along with California State Water Project, or SWP, allocations. The current SWP allocation is at 30% of contract amounts with an expectation that the allocation may increase. In 2015, we entered into a water sale agreement with PEF, our current lessee under a power plant lease.
An analysis conducted in 2020 for the Company by Dudek Environmental Service's determined that this acreage effectively sequesters 3.3 million tons of carbon. That equals the volume of carbon produced in a single year by 2.5 million passenger vehicles, approximately 5% of California’s 2022 passenger vehicle fleet. • Solar power is used significantly within TRCC.
An analysis conducted in 2020 for the Company by Dudek Environmental Services determined that this acreage effectively sequesters 3.3 million tons of carbon. That equals the volume of carbon produced in a single year by 2.5 million passenger vehicles, approximately 5% of California’s 2022 passenger vehicle fleet. • Solar power is used significantly within TRCC.
Additionally, for the initial phase of development at Mountain Village, the Company has contributed funding to support the replacement of outdated agricultural engines, which is expected to reduce certain air emissions in the region. • Two decades ago, the Company helped establish and has continued to support Valley Clean Air Now, or ValleyCAN, a non-profit, 501(c)(3) public charity that advances quantifiable and voluntary solutions addressing air pollution in California’s San Joaquin Valley, a region with some of the worst air quality and highest poverty levels in the United States.
Additionally, for the initial phase of development at MV, the Company has contributed funding to support the replacement of outdated agricultural engines, which is expected to reduce certain air emissions in the region. • Two decades ago, the Company helped establish and has continued to support Valley Clean Air Now, or ValleyCAN, a non-profit, 501(c)(3) public charity that advances quantifiable and voluntary solutions addressing air pollution in California’s San Joaquin Valley, a region with some of the worst air quality and highest poverty levels in the United States.
TRCC's attractiveness as a commercial/industrial location is further enhanced by AdvanceKern, formerly known as the Economic Development Incentive Policy, or EDIP, adopted by the Kern County Board of Supervisors. AdvanceKern is aimed to expand and enhance the County's competitiveness by taking affirmative steps to attract new businesses and to encourage the growth and resilience of existing businesses.
TRCC's attractiveness as a commercial/industrial location is further enhanced by AdvanceKern, formerly known as the Economic Development Incentive Policy, or EDIP, adopted by the Kern County Board of Supervisors. AdvanceKern is designed to expand and enhance the County's competitiveness by taking affirmative steps to attract new businesses and to encourage the growth and resilience of existing businesses.
We also have a royalty arrangement with Granite Construction tied to 703 acres of land previously owned by the Company that began operations in 2021 and is now paying royalty payments, which will more than offset the payments received from the old Granite site.
We also have a royalty arrangement with Granite Construction tied to 703 acres of land previously owned by the Company that began operations in 2021 and is now paying royalty payments, which will more than offset the payments that had been received from the old Granite site.
Located immediately adjacent to Calpine’s Pastoria Energy Facility, a natural gas and steam powered generating plant in the San Joaquin Valley portion of Tejon Ranch, the solar array is expected to produce approximately 100 MW of power once fully operational. • TRCC is important to the growth of electric vehicle usage, as it contains one of the largest Tesla Supercharger stations in the country.
Located immediately adjacent to Calpine’s Pastoria Energy Facility, a natural gas and steam powered generating plant on leased land in the San Joaquin Valley portion of Tejon Ranch, the solar array is expected to produce approximately 100 MW of power once fully operational. • TRCC is important to the growth of electric vehicle usage, as it contains one of the largest Tesla Supercharger stations in the country.
See discussion of water contract entitlement and long-term outlook for water supply under Item 2, “Properties.” Also see Note 6 (Long-Term Water Assets) of the Notes to Consolidated Financial Statements for additional information regarding our water assets.
See discussion of water contract entitlement and long-term outlook for water supply under Item 2, “Properties.” Also see Note 6 (Long-Term Water Assets) of the Notes to Consolidated Financial Statements for additional information regarding our water ass ets.
In addition, the Company leases several microwave repeater locations, radio and cellular transmitter sites, fiber optic cable routes, and 32 acres of land to PEF for an electric power plant. 13 The following table summarizes information with respect to lease expirations for our consolidated entities as of December 31, 2024.
In addition, the Company leases several microwave repeater locations, radio and cellular transmitter sites, fiber optic cable routes, and 32 acres of land to PEF for an electric power plant. 14 The following table summarizes information with respect to lease expirations for our consolidated entities as of December 31, 2025.
Any document we file with the SEC may be inspected, without charge, at the SEC’s website: http://www.sec.gov. Information about our Executive Officers The following table shows each of our executive officers and the offices held as of March 6, 2025, the period the offices have been held, and the age of the executive officer.
Any document we file with the SEC may be inspected, without charge, at the SEC’s website: http://www.sec.gov. Information about our Executive Officers The following table shows each of our executive officers and the offices held as of March 19, 2026, the period the offices have been held, and the age of the executive officer.
As of December 31, 2024, our industrial portfolio, through our joint venture partnerships, consisted of 2.8 million square feet of gross leasable area, or GLA, and our TRCC commercial portfolio consisted of 620,907 square feet of GLA. As of December 31, 2024, our industrial portfolio was 100% leased and our commercial portfolio was 96% leased.
As of December 31, 2025, our industrial portfolio, through our joint venture partnerships, consisted of 2.8 million square feet of gross leasable area, or GLA, and our TRCC commercial portfolio consisted of 620,907 square feet of GLA. As of December 31, 2025, our industrial portfolio was 100% leased and our commercial portfolio was 98% leased.
Ranch Operations Our ranch operations segment consists of grazing lease revenues, game management revenues, land maintenance activities, and ancillary land uses, such as filming. 24 Approximately 256,000 acres are used for two grazing leases, which account for 45% of total revenues from ranch operations at December 31, 2024.
Ranch Operations Our ranch operations segment consists of grazing lease revenues, game management revenues, land maintenance activities, and ancillary land uses, such as filming. Approximately 256,000 acres are used for two grazing leases, which account for 41% of total revenues from ranch operations at December 31, 2025.
Such factors include litigation and a changing regulatory environment. Note: Grapevine North's entitlement efforts have not yet begun.
Such factors include litigation and a changing regulatory environment and adverse market conditions. Note: Grapevine North's entitlement efforts have not yet begun.
Vacancy Rates Average Asking Rent December 31, 2024 December 31, 2023 December 31, 2022 December 31, 2024 December 31, 2023 December 31, 2022 Inland Empire 6.8% 5.1% 0.9% 1.15 1.48 1.61 San Fernando Valley and Ventura County 2.4% 1.5% 0.7% 1.42 1.54 1.46 Source data from Colliers International Group Industrial users seeking larger spaces are going further north into neighboring Kern County, and particularly TRCC, which has attracted increased attention as market conditions continue to tighten.
Vacancy Rates Average Asking Rent (per sq. ft.) December 31, 2025 December 31, 2024 December 31, 2023 December 31, 2025 December 31, 2024 December 31, 2023 Inland Empire 7.6% 6.8% 5.1% $1.04 $1.15 $1.48 San Fernando Valley and Ventura County 3.6% 2.4% 1.5% $1.42 $1.42 $1.54 Source data from Colliers International Group Industrial users seeking larger spaces are going further north into neighboring Kern County, and particularly TRCC, which has attracted increased attention as market conditions continue to tighten.
Our share of production, based upon average royalty rates during the last three years, has been 31, 34, and 36 barrels of oil per day for 2024, 2023, and 2022, respectively. There are 302 active oil wells located on the leased land as of December 31, 2024. Royalty rates on our leases averaged approximately 13% of oil production in 2024.
Our share of production, based upon average royalty rates during the last three years, has been 27, 31, and 34 barrels of oil per day for 2025, 2024, and 2023, respectively. There are 293 active oil wells located on the leased land as of December 31, 2025. Royalty rates on our leases averaged approximately 15% of oil production in 2025.
MV will compete generally for discretionary dollars that consumers will allocate to recreational and residential homes. 22 The following is a summary of the Company's residential real estate developments as of December 31, 2024: Community: Mountain Village Centennial Grapevine Resort Location: Kern County Los Angeles County Kern County Residential Project Status 1 : Entitled Entitled 4 Entitled Total Entitlement Area (acres): 26,417 12,323 8,010 46,750 Housing Units: 3,450 19,333 12,000 34,783 Commercial Development (sqft) 2 : 160,000 10,100,000 5,100,000 15,360,000 Open Areas (acres): 21,335 5,624 3,367 30,326 Costs to Date 3 : $158,348 $124,136 $42,456 $324,940 1 Estimated completion anticipated to be 25 years, or longer, from commencement of construction.
MV will compete generally for discretionary dollars that consumers will allocate to recreational and residential homes. 24 The following is a summary of the Company's residential real estate developments as of December 31, 2025: Community: Mountain Village Centennial Grapevine Resort Location: Kern County Los Angeles County Kern County Residential Project Status 1 : Entitled Entitlement Ongoing 4 Entitled Total Entitlement Area (acres): 26,417 12,323 8,010 46,750 Housing Units: 3,450 19,333 12,000 34,783 Commercial Development (sqft) 2 : 160,000 10,100,000 5,100,000 15,360,000 Open Areas (acres): 21,335 5,624 3,367 30,326 Costs to Date 3 : $161,388 $128,549 $45,801 $335,738 1 Estimated completion anticipated to be 25 years, or longer, from commencement of construction.
This allows for increased control and flexibility in crop irrigation as well as real-time monitoring. • We use water banks for water storage in the water basins in which we have operations which allows us to better manage our vital water resources more efficiently. • The majority of the Company’s developed land, including farming, lies within the White Wolf Groundwater Subbasin (basin ID 5-022.18), which is considered a non-critically overdrafted basin and has a Groundwater Sustainability Plan (GSP) approved by the California Department of Water Resources.
This allows for increased control and flexibility in crop irrigation as well as real-time monitoring. • We use water banks for water storage in the water basins in which we have operations which allows us to better manage our vital water resources more efficiently. • The majority of the Company’s developed land, including farming, lies within the White Wolf Groundwater Subbasin (basin ID 5-022.18), which is considered a non-critically overdrafted basin and has a Groundwater Sustainability Plan (GSP) approved by the California Department of Water Resources. 28 Customers Our PEF power plant lease accounted for 9% of total revenues in 2025, 11% in 2024 and 11% in 2023.
In addition, the IKEA distribution center at TRCC features a 1.8 MW photovoltaic solar array covering 370,000 square feet of the warehouse’s rooftop. The system handles the power needs of IKEA’s distribution center and provides power to the electrical grid as well.
In addition, the IKEA distribution center at TRCC features a 1.8 MW photovoltaic solar array covering 370,000 square feet of the warehouse’s rooftop. The system handles the power needs of IKEA’s distribution center and provides power to the electrical grid as well. Caterpillar’s distribution center in TRCC utilizes a ground-based solar array to reduce its energy usage.
National owns and operates a cement manufacturing plant on our property with a production capacity in excess of 1,000,000 tons of cement per year. The amount of payment that we receive under the lease is based upon shipments from the cement plant.
National owns and operates a cement manufacturing plant on our property with a production capacity in excess of 1,000,000 tons of cement per year. The amount of payment that we receive under the lease is based upon shipments from the cement plant. The term of this lease expires in 2026, however National has options to extend the lease until 2095.
Grapevine is entitled for 12,000 homes, 5.1 million square feet for commercial development, and more than 3,367 acres of open space and parks. The 4,643 acres designated for mixed-use development will include housing, retail, commercial, and industrial components. See Note 13 (Commitments and Contingencies) of the Notes to Consolidated Financial Statement for further discussion.
Grapevine is entitled for 12,000 homes, 5.1 million square feet for commercial development, and more than 3,367 acres of open space and parks. The 4,643 acres designated for mixed-use development will include housing, retail, commercial, and industrial components.
Farming Operations In the San Joaquin Valley, we farm permanent crops including the following acreage: wine grapes— 1,036 (all in production); almonds—2,116 (1,357 in production and 759 under development); and pistachios—935 (all in production).
Farming Operations In the San Joaquin Valley, we farm permanent crops including the following acreage: wine grapes— 1,036 (all in production); almonds—1,962 (1,350 in production and 612 under development); and pistachios—932 (all in production).
Walker served as Executive Vice President at Lowe, a private real estate company, overseeing the firm’s hospitality and resort community platform from 2000 to 2025. Prior to joining Lowe, Mr. Walker held positions at several architectural firms. Mr. Walker earned a Bachelor of Architecture from Cornell University and a Master of Business Administration from the UCLA Anderson School of Management.
Prior to joining the Company, Mr. Walker served as Executive Vice President at Lowe, a private real estate company, overseeing the firm’s hospitality and resort community platform from 2000 to 2025. Prior to joining Lowe, Mr. Walker held positions at several architectural firms. Mr.
Combined, the west and east sides of TRCC contain nearly 100 superchargers. • The Company’s master planned mixed-use residential communities are designed with a jobs housing balance that will locate housing near employment centers, reducing commuting miles.
Combined, the west and east sides of TRCC contain nearly 100 superchargers. The facility is owned by the Company. • The Company’s master planned mixed-use residential communities are designed with a jobs housing balance that will locate housing near employment centers, reducing commuting miles. Centennial is designed to include electric vehicles, through vehicle purchase incentives.
The real estate commercial/industrial segment also includes activities related to communications leases, a power plant lease, and landscape maintenance fees. At the heart of our real estate commercial/industrial segment is TRCC, a 20 million square foot commercial/industrial development on Interstate 5 just north of the Los Angeles basin.
In addition to rental revenues, the segment benefits from recurring income streams such as communications leases, a power plant lease, and landscape maintenance fees. At the heart of our real estate Commercial/Industrial segment is TRCC, a 20 million square foot commercial/industrial development on Interstate 5 just north of the Los Angeles Basin.
All of our employees must adhere to a Code of Business Conduct and Ethics that sets standards for appropriate behavior, and all employees must also complete required internal training on respect in the workplace to further enhance our cultural behaviors.
These policies set forth our goal to provide opportunities without discrimination or harassment on the basis of protected categories. All of our employees must adhere to a Code of Business Conduct and Ethics that sets standards for appropriate behavior, and all employees must also complete required internal training on respect in the workplace to further enhance our cultural behaviors.
Climate Change The Company maintains policies intended to both reduce its carbon footprint and proactively sequester, or capture and store carbon. • Since 2008, the Company has voluntarily conserved 240,000 acres of its land covered by trees and other vegetation.
There can be no assurance that such objectives will be achieved as currently contemplated or at all. Climate Change The Company maintains policies intended to both reduce its carbon footprint and proactively sequester, or capture and store carbon. • Since 2008, the Company has voluntarily conserved 240,000 acres of its land covered by trees and other vegetation.
His background involves extensive experience in corporate governance, municipal law, real estate, land use and environmental issues. Prior to working for the City of Anaheim, he served as a partner for a Newport Beach, CA-based law firm of Cummins & White from 2011 to 2013, and prior to that, was a partner at Rutan & Tucker, LLP, Costa Mesa, CA.
Prior to working for the City of Anaheim, he served as a partner for a Newport Beach, CA-based law firm of Cummins & White from 2011 to 2013, and prior to that, was a partner at Rutan & Tucker, LLP, Costa Mesa, CA.
We believe that we would not be adversely affected by the loss of any or all of these buyers, because of the markets for these commodities, the large number of buyers that would be available to us, and the fact that the prices for these commodities do not vary based on the identity of the buyer or the size of the contract.
We believe that we would not be adversely affected by the loss of any or all of these buyers, because of the markets for these commodities, the large number of buyers that would be available to us, and the fact that the prices for these commodities do not vary based on the identity of the buyer or the size of the contract. 26 At this time, the State Department of Water Resources has announced that the estimated water supply for 2026 will be at 30% of full entitlement.
Velasquez joined the Company as Vice President of Finance in 2014. Mr. Velasquez's title was subsequently changed, in 2015, to Vice President of Finance and Chief Accounting Officer to more accurately describe the responsibilities of his office. Prior to joining the Company, Mr. Velasquez served as an Executive Director at Ernst & Young in their audit and assurance practice section.
Velasquez joined the Company as Vice President of Finance in 2014. Mr. Velasquez's title was subsequently changed, in 2015, to Vice President of Finance and Chief Accounting Officer to more accurately describe the responsibilities of his office. In 2025, he was promoted to Chief Financial Officer. Prior to joining the Company, Mr.
Sales of our grape crop typically occur in the third and fourth quarters of the calendar year. Sales of our pistachio and almond crops also typically occur in the third and fourth quarters of the calendar year but can occur up to a year or more after each crop is harvested.
Sales of our almond crop also typically occur in the third and fourth quarters of the calendar year but can occur up to a year or more after the crop is harvested. In 2025, we sold 58% of our grape crop to one winery, 32% to a second winery and the remainder to one other customer.
TRCC sits on both sides of Interstate 5, giving distributors immediate access to the west coast’s principal north-south goods movement corridor. 12 TRCC has an FTZ designation, of approximately 1,094 acres, which allows a user within the FTZ to secure the many benefits and cost reductions associated with streamlined movement of goods in and out of a trade zone.
TRCC has an FTZ designation, of approximately 1,094 acres, which allows a user within the FTZ to secure the many benefits and cost reductions associated with streamlined movement of goods in and out of a trade zone.
Its receipt and review by each employee are documented and verified quarterly. None of our employees are covered by a collective bargaining agreement. 26 Our policies are designed to promote fairness and equal opportunities within the Company.
We have adopted a Compliance with State and Federal Statutes, Rules and Regulations Reporting Policy that applies to all of our employees. Its receipt and review by each employee are documented and verified quarterly. None of our employees are covered by a collective bargaining agreement. Our policies are designed to promote fairness and equal opportunities within the Company.
Joint Ventures We use joint ventures to advance our development projects at TRCC. This allows us to combine our resources with other real estate companies and gain greater access to capital, share in the risks of real estate developments and share in the operating expenses.
This allows us to combine our resources with other real estate companies and gain greater access to capital, share in the risks of real estate developments and share in the operating expenses. More importantly, we believe it allows us to better manage the deployment of our capital.
We enter into joint ventures as a means to facilitate the development of portions of our land. 4 Business Objectives and Strategies Our primary business objective is to maximize long-term shareholder value through the improvement and monetization of our land-based assets.
We enter into joint ventures as a means to facilitate the development of portions of our land. 5 Tejon Ranch Commerce Center Business Objectives and Strategies Our primary business objective is to maximize long-term shareholder value through the development, leasing, and monetization of our land-based assets, with our commercial and industrial operations at the Tejon Ranch Commerce Center (“TRCC”) serving as a central component of this strategy.
Average asking rents declined for the sixth consecutive quarter, dropping by $0.07 per square foot (5.6%) quarter-over-quarter and $0.33 per square foot (22%) from one year ago to $1.15 per square foot. The San Fernando Valley and Ventura County industrial markets continue to see somewhat tight conditions.
The downward trend in average asking rents have begun to slow, dropping by $0.01 per square foot (0.9%) quarter-over-quarter and $0.11 per square foot (9.6%) from one year ago to $1.04 per square foot. The San Fernando Valley and Ventura County industrial markets continue to see somewhat tight conditions.
We do not engage in any oil exploration or extraction activities. As of December 31, 2024, 12,015 acres were committed to producing oil and gas leases from which the operators produced and sold approximately 83,411 barrels of oil and 20,480 MCF (each MCF being 1,000 cubic feet) of dry gas during 2024.
As of December 31, 2025, 12,015 acres were committed to producing oil and gas leases from which the operators produced and sold approximately 67,441 barrels of oil and 13,088 MCF (each MCF being 1,000 cubic feet) of dry gas during 2025.
The Company regularly assesses its long-term growth strategy and capital resources when determining when to start this additional development. 11 Reporting Segments Real Estate - Commercial/Industrial A primary focus of the Company is our real estate commercial/industrial segment that includes: planning and permitting of land held for development; construction of infrastructure; the construction of pre-leased buildings; the construction of buildings to be leased or sold; and the sale of land to third parties for their own development.
The Company regularly assesses its long-term growth strategy and capital resources when determining when to start this development. 12 Reporting Segments Real Estate - Commercial/Industrial The Commercial/Industrial segment is the Company’s primary revenue and earnings engine, encompassing the full cycle of real estate value creation: planning and permitting of land held for development, construction of infrastructure and buildings (both pre-leased and speculative), and the sale of entitled land parcels to third parties.
Name Office Held since Age Gregory S. Bielli President and Chief Executive Officer, Director 2013 64 Matthew Walker Chief Operating Officer 2025 54 Brett A. Brown Executive Vice President & Chief Financial Officer 2023 60 Hugh McMahon Executive Vice President, Real Estate 2014 58 Robert D. Velasquez Senior Vice President, Chief Accounting Officer 2022 58 Michael R.W.
Name Office Held since Age Matthew Walker President and Chief Executive Officer 2025 55 Hugh McMahon Executive Vice President, Real Estate 2014 59 Robert D. Velasquez Senior Vice President, Chief Financial Officer & Treasurer & Chief Accounting Officer CFO since 2025 CAO since 2022 59 Michael R.W.
Such financing opportunities could come from a variety of sources, such as joint ventures with financial partners, debt financing, or equity financing. 20 Centennial at Tejon Ranch The Centennial development is a mixed-use master planned community development encompassing 12,323 acres of our land within Los Angeles County.
Such financing opportunities could come from a variety of sources, such as joint ventures with financial partners, debt financing, or equity financing. 22 Grapevine at Tejon Ranch Grapevine is a mixed-use master planned community encompassing 8,010 acres of our lands within Kern County located on the San Joaquin Valley floor, adjacent to TRCC.
We periodically lease 530 acres of land that is used for the growing of vegetables which can also be used for the development of permanent crops, such as almonds. As part of our efforts to diversify our permanent crop portfolio, we are planting 160 acres of olives in 2025, with an additional 160 acres planned for 2026.
We also have 150 acres of olives currently under development and plan to plant an additional 150 acres of olives in 2026 as part of our ongoing diversification efforts. We periodically lease 530 acres of land that is used for row crops which can also be used for the development of permanent crops, such as almonds.
The approved CUP authorizes the Company to develop up to a maximum of 495 multi-family residences, in thirteen apartment buildings, as well as approximately 6,500 square feet of community amenity space and 8,000 square feet of community serving retail, collectively known as Terra Vista at Tejon.
The approved CUP permits the Company to develop up to 495 multifamily residences in thirteen apartment buildings, together with approximately 6,500 square feet of community amenity space and 8,000 square feet of community-serving retail (collectively, “Terra Vista at Tejon”). The community is situated on a 22-acre site immediately north of the Outlets at Tejon.
These activities are performed through our five reporting segments: Our prime asset is approximately 270,000 acres of contiguous, largely undeveloped land that, at its most southerly border, is 60 miles north of downtown Los Angeles and, at its most northerly border, is 15 miles east of Bakersfield.
We conduct these activities through our six reporting segments: 4 Our prime asset is approximately 270,000 acres of contiguous, largely undeveloped land, extending approximately 60 miles north of downtown Los Angeles at its southern boundary and to an area approximately 15 miles southeast of Bakersfield at its northern boundary.
Customers Our PEF power plant lease accounted for 11% of total revenues in 2024, 11% in 2023 and 6% in 2022. No other recurring customer represented 5% or more of our revenues in 2024, 2023 and 2022. Organization Tejon Ranch Co. is a Delaware corporation incorporated in 1987 to succeed the business operated as a California corporation since 1936.
No other recurring customer represented 5% or more of our revenues in 2025, 2024 and 2023. Organization Tejon Ranch Co. is a Delaware corporation incorporated in 1987 to succeed the business operated as a California corporation since 1936. Human Capital At December 31, 2025, we had 65 full-time employees and five part-time employees.
In 2018, we obtained commercial site plan approval from Kern County for the first phase of the Farm Village consisting of 53,180 square feet. Timing of MV development in the coming years will be dependent on the strength of both the economy and the residential real estate market. We are currently exploring capital financing opportunities for the development of MV.
Timing of MV development in the coming years will be dependent on the strength of both the economy and the residential real estate market. We are currently pursuing capital financing opportunities for the development of MV.
On January 1, 2019, he was appointed Chief Financial Officer and served in that role until March 2022. In 2022, he was given the title of Chief Accounting Officer. Mr. Houston rejoined the Company in August 2023 as Senior Vice President, General Counsel & Secretary. Mr. Houston joined the Company in May 2016 as the Senior Vice President, General Counsel.
On January 1, 2018 he was promoted to Senior Vice President, Finance and Chief Accounting Officer. On January 1, 2019, he was appointed Chief Financial Officer and served in that role until March 2022. In 2022, he was given the title of Chief Accounting Officer. In July of 2025, he was appointed again to Chief Financial Officer and Treasurer. Mr.
In January 2021, Mr. Houston left the Company and worked with the Southern California Association of Governments, a metropolitan planning organization, as their Chief Counsel and Director of Legal Services. He previously worked for the City of Anaheim, where he served as City Attorney from 2013 through 2016.
Houston rejoined the Company in August 2023 as Senior Vice President, General Counsel & Secretary. Mr. Houston joined the Company in May 2016 as the Senior Vice President, General Counsel. In January 2021, Mr. Houston left the Company and worked with the Southern California Association of Governments, a metropolitan planning organization, as their Chief Counsel and Director of Legal Services.
Mr. Velasquez worked with Ernst & Young from 1999 through 2014. Mr. Velasquez holds a B.S. in Business Administration – Option: Accounting from California State University, Los Angeles. Mr. Velasquez is a Certified Public Accountant in the state of California. On January 1, 2018 he was promoted to Senior Vice President, Finance and Chief Accounting Officer.
Velasquez served as an Executive Director at Ernst & Young in their audit and assurance practice section. Mr. Velasquez worked with Ernst & Young from 1999 through 2014. Mr. Velasquez holds a B.S. in Business Administration – Option: Accounting from California State University, Los Angeles. Mr. Velasquez is a Certified Public Accountant in the state of California.
Corporate assets consist of cash and cash equivalents, refundable and deferred income taxes, land, buildings, and improvements. Commercial/Industrial also includes buildings and improvements. 10 Real Estate Development Overview Our real estate operations consist of the following activities: real estate development, commercial land sales and leasing, land planning and entitlement, and conservation.
Corporate assets consist of cash and cash equivalents, refundable and deferred income taxes, land, buildings, and improvements. Commercial/Industrial and Multifamily also includes buildings and improvements. 11 Real Estate Development Overview Our real estate operations are led by our commercial and industrial development activities at TRCC, which represent the most advanced and productive stage of our real estate development continuum.
The first final map for the project consisting of 401 residential lots and parcels for hospitality, amenities, and public uses was approved by Kern County in December 2021. The commercial component of the project is the 160,000 square foot commercial center that we call Farm Village (shown above).
MV is entitled for 3,450 homes, 160,000 square feet of commercial development, 750 hotel keys, and 21,335 acres of open space. The first final map for the project consisting of 401 residential lots and parcels for hospitality, amenities, and public uses was approved by Kern County in December 2021.
Pricing for nut and grape crops is particularly sensitive to the size of each year’s world crop, prior year inventory carry forward, and demand for those crops. The almond industry projected 2024 yields to be about 2.6 billion pounds, down from the previous report of over 3.0 billion pounds.
Pricing for nut and grape crops is particularly sensitive to the size of each year’s world crop, prior year inventory carry forward, and demand for those crops. The almond industry's final projection for 2025 yields is about 2.7 billion pounds. This estimate along with a lower inventory carry forward helped to improve pricing for the 2025 crop year.
Game management offers a wide variety of guided big game hunts, including trophy Rocky Mountain elk, deer, turkey and wild pig. We offer guided hunts and memberships for both the Spring and Fall hunting seasons. At December 31, 2024, game management accounted for 38% of the total revenue from ranch operations.
Game management offers a wide variety of guided big game hunts, including trophy Rocky Mountain elk, deer, turkey and wild pig. We offer guided hunts and memberships for both the Spring and Fall hunting seasons and also have bird hunting memberships through the High Desert Hunt Club which operates out of the historic Beale Adobe.
Our employees are eligible for medical, dental and vision insurance, a 401(k) savings/retirement plan, employer-provided life and disability insurance and an array of voluntary benefits designed to meet individual needs. We have adopted a Compliance with State and Federal Statutes, Rules and Regulations Reporting Policy that applies to all of our employees.
Our short and long-term incentive programs are aligned with key business objectives and are intended to motivate strong performance. Our employees are eligible for medical, dental and vision insurance, a 401(k) savings/retirement plan, employer-provided life and disability insurance and an array of voluntary benefits designed to meet individual needs.
We formed one new joint venture with Dedeaux Properties in the fourth quarter of 2024 to develop, lease and manage an approximately 510,385 industrial building within TRCC - East, subject to the execution of construction financing. We are involved in a joint venture with Rockefeller Development Group, or RDG, as of December 31, 2024.
These joint ventures currently operate five fully leased industrial buildings occupying over 2.8 million rentable square feet. We formed a joint venture with Dedeaux Properties in the fourth quarter of 2024 to develop, lease and manage an approximately 510,385 industrial building within TRCC - East, subject to the execution of construction financing.
This is evident in the 157% increase in land prices achieved over a seven-year period starting with $3.50 per square foot in 2017. Industrial rents have increased 236% over the same seven-year period starting at $0.25 per square foot in 2017.
Industrial rents have increased 248% over the same eight-year period starting at $0.25 per square foot in 2017.
More importantly, we believe it allows us to better manage the deployment of our capital for entitlement and litigation efforts, and increase our leasing portfolio. Our joint venture with TravelCenters of America owns and operates two travel and truck stop facilities, two restaurants, 13 fast-food operations, and five separate gas stations with convenience stores within TRCC-West and TRCC-East.
Our joint venture with TravelCenters of America owns and operates two travel and truck stop facilities, two restaurants, 13 fast-food operations, and five separate gas stations with convenience stores within TRCC-West and TRCC-East. We are involved in five joint ventures with Majestic Realty Co., or Majestic, to develop, lease, manage, and/or acquire industrial buildings within TRCC.
It is too early in the year to determine the impact of 2025 water supplies on 2025 California crop production for almonds, pistachios, and wine grapes.
We have additional water resources, such as groundwater and surface sources, and those of the water districts we are in that allow us to have sufficient water for our farming needs. It is too early in the year to determine the impact of 2026 water supplies on 2026 California crop production for almonds, pistachios, and wine grapes.
Houston Senior Vice President, General Counsel & Secretary 2023 50 A description of present and prior positions with us, and business experience is given below. Mr. Bielli has been employed by the Company since September 2013 and, as previously disclosed, will retire on March 31, 2025. Mr.
Houston Senior Vice President, General Counsel & Secretary 2023 51 A description of present and prior positions with us, and business experience is given below. 29 Mr. Walker joined the Company on March 6, 2025 as Chief Operating Officer, as previously announced. He succeeded Gregory S. Bielli, becoming President and Chief Executive Officer as of April 1, 2025.
At Centennial, at least 50% of the energy supply is intended to be produced by on-site renewable sources, and natural gas use in the community will be limited to essential commercial uses only. • At Grapevine, like Centennial, 50% or more of its energy supply is intended to be produced on site by renewable sources, and natural gas will not be installed in homes. • All homes in MV will feature roof-top photovoltaic solar arrays and battery energy storage systems, where required by code. 25 Air Quality • The Company has contracted with the San Joaquin Valley Unified Air Pollution Control District, or SJVUAPCD, to pre-mitigate air emissions including GHG emissions related to the Company’s current development at TRCC-East and future development at MV and Grapevine.
Residential units at Centennial and Grapevine are planned to operate without natural gas service, while limited natural gas use may be permitted for certain essential commercial applications. • At Grapevine, like Centennial, 50% or more of its energy supply is intended to be produced on site by renewable sources, and natural gas will not be installed in homes. • All homes in MV will feature roof-top photovoltaic solar arrays and battery energy storage systems, where required by code.
The term of this lease expires in 2026, however National has options to extend the lease until 2095. 23 We also lease 277 acres to Granite Construction and 244 acres to Griffith Construction for the mining of rock and aggregate product that is used in construction of roads and bridges.
We also lease 277 acres to Granite Construction and 244 acres to Griffith Construction for the mining of rock and aggregate product that is used in construction of roads and bridges. The royalty revenues we receive under this arrangement are based upon the amount of product produced at these sites.
The Company utilizes external labor contractors, as necessary, for large projects, such as pruning and harvesting, as a way to manage our labor needs. From a broader inflationary standpoint, the Company is seeing and expects to continue to see an increase in production costs, most notably chemicals such as herbicides and pesticides, and fuel costs.
Labor costs, both internal and through labor contractors, continue to increase and the Company expects this trend to continue over the foreseeable future. The Company utilizes external labor contractors, as necessary, for large projects, such as pruning and harvesting, as a way to manage our labor needs.
We have three major resort/residential communities within this segment: • Mountain Village at Tejon Ranch • Centennial at Tejon Ranch • Grapevine at Tejon Ranch • Grapevine North The entitlement process precedes the regulatory approvals necessary for land development and routinely takes several years to complete.
We have three major resort/residential communities within this segment at various stages of entitlement and development: • Mountain Village at Tejon Ranch • Grapevine at Tejon Ranch • Centennial at Tejon Ranch • Grapevine North MV and Grapevine received project approvals and entitlements. We are continuing entitlement and planning activities for Centennial.
As we embark on our mixed-use master planned communities, we expect that full build out may take 25 years or longer from the start of construction. The entitlement process for development of property in California is inherently complex, lengthy (often spanning multiple years) and costly, requiring approvals at federal, state, and county levels.
Full build out of our mixed-use master planned communities is expected to take 25 years or longer from the start of construction. We are unable to determine anticipated completion dates with certainty given the inherent complexity of the entitlement process in California, which requires approvals at federal, state, and county levels.
In 2024, we sold 44% of our grape crop to one winery, 33% to a second winery and the remainder to two other customers. These sales are under contracts ranging from one to eight years. In 2024, our almonds were sold to various commercial buyers, with the largest buyer accounting for 29% of our crop.
These sales are under contracts ranging from one to eight years, which provides revenue visibility and helps mitigate counterparty risk through multi-year contractual arrangements. In 2025, our almonds were sold to various commercial buyers, with the largest buyer accounting for 24% of our crop.
The project is being developed by Centennial Founders, LLC, a consolidated joint venture in which we have a 93.65% ownership interest as of December 31, 2024. Centennial is envisioned to be an ecologically friendly community that will achieve a job-housing balance. Centennial had entitlements approved in 2019 by the Los Angeles County Board of Supervisors.
Centennial is envisioned to be an ecologically friendly community that will achieve a job-housing balance. Centennial had entitlements that were initially approved in 2019 by the Los Angeles County Board of Supervisors. These approvals were litigated in two lawsuits filed in Los Angeles County Superior Court in May 2019.
Human Capital At December 31, 2024, we had 82 full-time employees and six part-time employees. We believe our employees are among our most important resources and are critical to our continued success. We focus significant attention on attracting and retaining talented and experienced individuals to manage and support our operations.
We believe our employees are among our most important resources and are critical to our continued success. We focus significant attention on attracting and retaining talented and experienced individuals to manage and support our operations. To attract and retain top talent, we have designed our compensation and benefits programs to provide a balanced and effective reward structure.
Estimates of oil and gas reserves on our properties are unknown to us. We do not make such estimates, and our lessees do not make information concerning reserves available to us. We lease certain portions of our land to oil companies for the exploration and production of oil and gas.
We lease certain portions of our land to oil companies for the exploration and production of oil and gas. We do not engage in any oil exploration or extraction activities.
The royalty revenues we receive under this arrangement are based upon the amount of product produced at these sites. The Granite site reached the end of its economic life and began restoration activities during 2023.
The Granite site reached the end of its economic life and began restoration activities during 2023.
Annualized base rent shown in thousands. 2 This amount includes 32 acres of the PEF ground lease. For the year ended December 31, 2024, we had three lease renewals. Terra Vista at Tejon In 2021, the Kern County Board of Supervisors approved a Conditional Use Permit (CUP) which authorizes the development of a multi-family apartment complex within TRCC.
Annualized base rent is presented in thousands. 2 This amount includes 32 acres of the PEF ground lease. For the year ended December 31, 2025, we had three lease renewals. Joint Ventures We use joint ventures to advance our development projects at TRCC.
Our holdings include 16 miles of Interstate 5 frontage on each side of the freeway and the commercial land surrounding three interchanges.
Interstate 5, one of the nation’s most heavily traveled freeways, brings in excess of 89,000 vehicles per day through our land, according to data from the California Department of Transportation. Our holdings include 16 miles of Interstate 5 frontage on each side of the freeway and the commercial land surrounding three interchanges.
We historically have not had material environmental liabilities. Environmental Sustainability Environmental stewardship and sustainability are core values at Tejon Ranch Co., along with quality, visionary innovation and development. This commitment to sustainability manifests itself in many ways throughout the Company and its operations.
We historically have not had material environmental liabilities. Environmental Sustainability Environmental stewardship and sustainability are core values at Tejon Ranch Co., along with quality, visionary innovation and development. The initiatives and objectives described below reflect our current plans and aspirations and are subject to change based on technological, regulatory, economic, and market conditions.
To-date construction has not begun. 2 MV also has approval for up to 750 lodging units and 350,000 square feet of amenity facilities and two 18-hole golf courses. 3 Dollars presented in thousands. 4 In the process of litigation, following LA County's approval Mineral Resources Our mineral resources segment consists of oil and gas royalties, rock and aggregate royalties, royalties from a cement operation leased to National Cement Company of California, Inc., or National, and the management of water assets and water infrastructure.
To-date construction has not begun. 2 MV also has approval for up to 750 lodging units and 350,000 square feet of amenity facilities and two 18-hole golf courses. 3 Dollars presented in thousands. 4 Project being entitled. See Commitments and Contingencies Footnote 13.
We have obtained entitlements on MV and prevailed in litigation in 2012, and Grapevine was reapproved unanimously by the Kern County Board of Supervisors in 2019 and prevailed in litigation in 2021. 18 19 Mountain Village at Tejon Ranch MV is planned to be an exclusive, low-density, resort-based community that will provide its owners and guests with a wide variety of recreational opportunities, lodging and spa facilities, putting greens, a range of housing options, and other exclusive services and amenities that are designed to distinguish MV as the resort community of choice for the Southern California market.
We have obtained entitlements on MV and prevailed in litigation in 2012, and Grapevine was reapproved unanimously by the Kern County Board of Supervisors in 2019 and prevailed in litigation in 2021. 20 21 Mountain Village at Tejon Ranch MV is planned as a low-density, resort-based mixed-use community encompassing 26,417 acres, including 5,082 acres for a master planned community with housing, lodging, retail, and commercial components.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe may also be subject to adverse business consequences if the market reputation or financial position of the strategic partner deteriorates. If we cannot successfully execute transactions with strategic partners, our business could be adversely affected. Inability to comply with credit facility covenants, restrictions or limitations could adversely affect our financial condition.
Biggest changeIf we cannot successfully execute transactions with strategic partners, our business could be adversely affected. Inability to comply with credit facility covenants, restrictions or limitations could adversely affect our financial condition. Our ability to meet our debt service and other obligations and the financial covenants under our credit facility will depend, in part, upon our future financial performance.
The real estate development industry is cyclical and is significantly affected by changes in general and local economic conditions, including: • Employment levels • Availability of financing and insurance • Interest rates • Consumer confidence • Demand for the developed product, whether residential or commercial • Supply of similar product, whether residential or commercial • Climate and weather conditions The process of a project's development begins, and financial and other resources are committed long before a real estate project comes to market, which could occur at a time when the real estate market is depressed.
The real estate development industry is cyclical and is significantly affected by changes in general and local economic conditions, including: • Employment levels • Availability of financing and insurance • Interest rates • Consumer confidence • Demand for the developed product, whether residential or commercial • Supply of similar product, whether residential or commercial • Climate and weather conditions 32 The process of a project's development begins, and financial and other resources are committed long before a real estate project comes to market, which could occur at a time when the real estate market is depressed.
Therefore, it is difficult for us to accurately predict revenue, just as we cannot pass on cost increases caused by general inflation, except to the extent reflected in market conditions and commodity prices. Inflation can adversely impact our real estate operations, by increasing costs of material and labor, as well as the cost of capital, which can impact operating margins.
Therefore, it is difficult for us to accurately predict revenue, just as we cannot pass on cost increases caused by general inflation, except to the extent reflected in market conditions and commodity prices. 34 Inflation can adversely impact our real estate operations, by increasing costs of material and labor, as well as the cost of capital, which can impact operating margins.
In addition, any changes to federal or state income tax laws that would reduce or eliminate tax 29 deductions or incentives to homeowners, such as a change limiting the deductibility of real estate taxes or interest on home mortgages, could make housing less affordable or otherwise reduce the demand for housing, which in turn could reduce future sales.
In addition, any changes to federal or state income tax laws that would reduce or eliminate tax deductions or incentives to homeowners, such as a change limiting the deductibility of real estate taxes or interest on home mortgages, could make housing less affordable or otherwise reduce the demand for housing, which in turn could reduce future sales.
It is also possible in a rural area like ours that no market for the project will develop as projected. Farming and mineral resources are also subject to business cycles and/or seasonality that could have a material impact to the business. The inability of a tenant to pay us rent adversely affects our business.
It is also possible in a rural area like ours that no market for the project will develop as projected. Farming, energy and mineral resources are also subject to business cycles and/or seasonality that could have a material impact to the business. The inability of a tenant to pay us rent adversely affects our business.
Governmental policies affecting the agricultural industry, such as taxes, trade 32 tariffs, duties, subsidies, import and export restrictions on commodities and commodity products, can influence industry profitability, the planting of certain crops, the location and size of crop production, whether unprocessed or processed commodity products are traded, and the volume and types of imports and exports.
Governmental policies affecting the agricultural industry, such as taxes, trade tariffs, duties, subsidies, import and export restrictions on commodities and commodity products, can influence industry profitability, the planting of certain crops, the location and size of crop production, whether unprocessed or processed commodity products are traded, and the volume and types of imports and exports.
Our commercial revenues are derived primarily from rental payments and reimbursement of operating expenses under our leases. If our tenants fail to make rental payments under 30 their leases, or negotiate lower rates or extended payment terms, our financial condition and cash flows have been and could again be adversely affected.
Our commercial revenues are derived primarily from rental payments and reimbursement of operating expenses under our leases. If our tenants fail to make rental payments under their leases, or negotiate lower rates or extended payment terms, our financial condition and cash flows have been and could again be adversely affected.
Adverse changes in economic conditions in markets where we conduct our operations and where prospective purchasers of future homes and commercial products live could reduce the demand for our products and, as a result, could adversely affect our business, results of operations, and financial condition.
Adverse changes in economic conditions in markets where we conduct our operations and where prospective purchasers of future homes and commercial spaces live could reduce the demand for our products and, as a result, could adversely affect our business, results of operations, and financial condition.
Any limitation of delivery of SWP water, limitations on our ability to move our water resources, and the absence of available, reliable alternatives during drought periods could potentially cause permanent damage to orchards and vineyards and possibly impact future development opportunities.
Any limitation of delivery of SWP water, limitations on our ability to move our water resources, and the absence of available, reliable alternatives during 33 drought periods could potentially cause permanent damage to orchards and vineyards and possibly impact future development opportunities.
A delay in achieving these items could lead to additional costs related to these developments and potentially lost opportunities for the sale of lots to developers and land users. We are in competition with several other developments for customers and residents .
A delay in achieving these items could lead to additional costs related to these developments and potentially lost opportunities for the sale of lots and parcels to developers and land users. We are in competition with several other developments for customers and residents .
We may also encounter unforeseen technical or other difficulties, which could result in cost increases with respect to our water resources. 31 Moreover, our profitability is significantly affected by changes in the market price of water.
We may also encounter unforeseen technical or other difficulties, which could result in cost increases with respect to our water resources. Moreover, our profitability is significantly affected by changes in the market price of water.
A prolonged downturn in the real estate market or instability in the mortgage and commercial real estate financing industry could have an adverse effect on our real estate business. Our residential housing projects, Centennial, MV, and Grapevine, are currently in the litigation phase, permitting phase, or are fully entitled and waiting for development to begin.
A prolonged downturn in the real estate market or instability in the mortgage and commercial real estate financing industry could have an adverse effect on our real estate business. Our residential housing projects, Centennial, MV, and Grapevine, are currently in the entitlement phase, permitting phase, or are fully entitled and waiting for development to begin.
Substantial or extended decline in the price of oil and gas, future natural gas, or crude oil price could have a negative impact on our business, liquidity, financial condition and results of operations. Our reserves and production will decline from their current levels. The rate of production from oil, natural gas, and mining properties generally decline as reserves are produced.
Substantial or extended decline in the price of oil and gas, future natural gas, or crude oil price could have a negative impact on our business, liquidity, financial condition and results of operations. Our reserves and production will decline from their current levels. The rate of production from oil, natural gas, and mining properties generally decline as reserves are depleted.
Ultimately, our ability to sell or lease lots may decline as a result of weak economic conditions or restrictive regulations. Risks and challenges we have faced and may continue to face in land development .
Ultimately, our ability to sell or lease real estate may decline as a result of weak economic conditions or restrictive regulations. Risks and challenges we have faced and may continue to face in land development .
In addition, the registration and sale of any significant number of additional shares of our Common Stock will have the immediate effect of increasing the public float of our Common Stock and any such increase may cause the market price of our Common Stock to decline or fluctuate significantly. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
In addition, the registration and sale of any significant number of additional shares of our Common Stock will have the immediate effect of increasing the public float of our Common Stock and any such increase may cause the market price of our Common Stock to decline or fluctuate significantly.
MV will compete generally for discretionary dollars that consumers will allocate to recreation and second homes, so its competition will include a greater area and range of projects. Intense competition may decrease our sales and harm our results of operations.
MV will compete generally for discretionary dollars that consumers will allocate to recreation and second homes, 31 so its competition will include a greater area and range of projects. Intense competition may decrease our sales and negatively impact our operating results.
As of March 6, 2025, directors and members of our executive management team beneficially owned or controlled approximately 21.6% of our Common Stock. Investors who purchase our Common Stock may be subject to certain risks due to the concentrated ownership of our Common Stock.
As of March 19, 2026, directors and members of our executive management team beneficially owned or controlled approximately 21.8% of our 36 Common Stock. Investors who purchase our Common Stock may be subject to certain risks due to the concentrated ownership of our Common Stock.
The land use approval processes we must follow to ultimately develop our projects have become increasingly complex. Moreover, the statutes, regulations and ordinances governing the approval processes provide third parties the opportunity to challenge the proposed plans and approvals, and we have repeatedly experienced such legal challenges related to our real estate development projects.
Moreover, the statutes, regulations and ordinances governing the approval processes provide third parties the opportunity to challenge the proposed plans and approvals, and we have repeatedly experienced such legal challenges related to our real estate development projects.
Our revenues and earnings vary with the level of general economic activity in the markets we serve, and the level of commodity prices related to our farming and mineral resource activities.
Our future results are subject to the risks and uncertainties described in this report. Our revenues and earnings vary with the level of general economic activity in the markets we serve, and the level of commodity prices related to our farming and mineral resource activities.
The factors that affect our ability to generate cash can also affect our ability to raise additional funds for these purposes through the addition of debt, the sale of equity, refinancing existing debt, or the sale of assets. 33 Our revolving credit facility requires compliance with three financial covenants: (a) total liabilities divided by tangible net worth not greater than 0.55 to 1.00 at each year end; (b) a debt service coverage ratio not less than 1.50 to 1.00 as of each year end on a rolling four quarter basis; and (c) a liquidity ratio not less than 2.00 to 1.00 at each year end.
Our revolving credit facility requires compliance with three financial covenants: (a) total liabilities divided by tangible net worth not greater than 0.55 to 1.00 at each year end; (b) a debt service coverage ratio not less than 1.50 to 1.00 as of each year end on a rolling four quarter basis; and (c) a liquidity ratio not less than 2.00 to 1.00 at each year end.
In planning and developing our land, we are subject to various local, state, and federal statutes, ordinances, rules and regulations concerning zoning, infrastructure design, subdivision of land, and construction. All of our new developments require amending existing general plan and zoning designations, so it is possible that our entitlement applications could be denied.
We are subject to various land use regulations and require governmental approvals and permits for our developments that could be denied . In planning and developing our land, we are subject to various local, state, and federal statutes, ordinances, rules and regulations concerning zoning, infrastructure design, subdivision of land, and construction.
FINANCIAL RISKS Financial risk relates to our ability to meet financial obligations and mitigate exposure to broad market risks, including volatility in interest rates and commodity prices; credit risk; and liquidity risk, including risk related to our credit ratings and our availability and cost of funding.
Any of these factors could adversely affect our results of operations, financial condition, cash flows, and the value of our real estate investments. 35 FINANCIAL RISKS Financial risk relates to our ability to meet financial obligations and mitigate exposure to broad market risks, including volatility in interest rates and commodity prices; credit risk; and liquidity risk, including risk related to our credit ratings and our availability and cost of funding.
A failure to comply with these requirements could allow the lending bank to terminate the availability of funds under our revolving credit facility and/or cause any outstanding borrowings to become due and payable prior to maturity. MARKET RISKS Market risk relates to the functioning of the New York Stock Exchange.
A failure to comply with these requirements could allow the lending bank to terminate the availability of funds under our revolving credit facility and/or cause any outstanding borrowings to become due and payable prior to maturity. MARKET RISKS Many factors affect market function: investor anticipation, shocks in other markets, and anything that limits the efficient functioning of the marketplace.
Higher interest rates and lack of available financing can have significant impacts on the real estate industry. Higher interest rates generally impact the real estate industry by making it harder for buyers to qualify for financing, which can lead to a decrease in the demand for residential, commercial or industrial sites.
Higher interest rates generally impact the real estate industry by making it harder for borrowers to qualify for financing, which can lead to a decrease in the demand for residential, commercial or industrial sites. Higher interest rates can also lead to tighter construction lending markets impacting the development of industrial buildings within our projects.
In addition, the zoning that ultimately is approved could include density provisions that would limit the number of homes and other structures that could be built within the boundaries of a particular area, which could adversely impact the financial returns from a given project.
In addition, the zoning that ultimately is approved could include density provisions that would limit density that could be built within the boundaries of a particular area, which could adversely impact the financial returns from a given project. Many states, cities and counties (including neighboring Ventura County) have in the past approved various “slow growth” or “urban limit line” measures.
A complicating factor in any joint venture is that strategic partners may have economic or business interests or goals that are inconsistent with ours or that are influenced by factors related to our business. These competing interests lead to the difficult challenges of successfully managing the relationship and communication between strategic partners and monitoring the execution of the partnership plan.
A complicating factor in any joint venture is that strategic partners may have economic or business interests or goals that are inconsistent with ours or that are influenced by factors related to our business or change over time.
Any downturn in the economy or consumer confidence can also be expected to result in reduced housing demand and slower industrial development, which would negatively impact the demand for land we are developing. 28 We are subject to various land use regulations and require governmental approvals and permits for our developments that could be denied .
Any decrease in demand will negatively impact our proposed developments. Lack of available credit to finance real estate purchases can also negatively impact demand. Any downturn in the economy or consumer confidence can also be expected to result in reduced housing demand and slower industrial development, which would negatively impact the demand for land we are developing.
Many factors affect market function: investor anticipation, shocks in other markets, and anything that limits the efficient functioning of the marketplace. Market risks can affect the price of our Common Stock. Only a limited market exists for our Common Stock, which could lead to price volatility .
Market risks can affect the price of our Common Stock. Only a limited market exists for our Common Stock, which could lead to price volatility .
Many states, cities and counties (including neighboring Ventura County) have in the past approved various “slow growth” or “urban limit line” measures. If that were to occur in the jurisdictions governing the Company’s land use, our future real estate development activities could be significantly adversely affected. Third-party litigation increases the time and cost of our development efforts .
If that were to occur in the jurisdictions governing the Company’s land use, our future real estate development activities could be significantly adversely affected. Third-party litigation increases the time and cost of our development efforts . The land use approval processes we must follow to ultimately develop our projects have become increasingly complex.
Additionally, increasing insurance costs, particularly in wildfire-prone areas such as California, may make homeownership and commercial property leasing less affordable for prospective buyers and tenants. Rising premiums or limited availability of fire insurance could further suppress demand and negatively impact property values, which, in turn, could adversely affect our results of operations and financial condition.
Additionally, increasing insurance costs, particularly in wildfire-prone areas such as California, may make homeownership and commercial property leasing less affordable for prospective buyers and tenants.
Removed
Higher interest rates can also lead to tighter construction lending markets impacting the development of industrial buildings within our projects. Any decrease in demand will negatively impact our proposed developments. Lack of available credit to finance real estate purchases can also negatively impact demand.
Added
Rising premiums or limited availability of fire insurance could further suppress demand and negatively impact property values, which, in turn, could adversely affect our results of operations and financial condition. 30 Higher interest rates and lack of available financing can have significant impacts on the real estate industry.
Removed
Our ability to meet our debt service and other obligations and the financial covenants under our credit facility will depend, in part, upon our future financial performance. Our future results are subject to the risks and uncertainties described in this report.
Added
All of our new developments currently require or have required amending existing general plan and zoning designations, so it is possible that our entitlement applications could be denied.
Added
Our multifamily development, Terra Vista at Tejon, is in its initial lease-up phase and may not achieve anticipated occupancy levels or rental rates. Terra Vista at Tejon, our 228-unit multifamily community completed in 2025, is currently in its initial lease-up phase and has not yet reached stabilized occupancy.
Added
During lease-up, operating expenses are generally incurred at levels consistent with stabilized operations, while rental revenues increase gradually as occupancy builds. As a result, the property may generate operating losses until stabilization is achieved. There can be no assurance that Terra Vista will achieve anticipated occupancy levels, rental rates, or absorption timelines.
Added
Demand for rental housing in the greater Bakersfield submarkets may be affected by local employment conditions, competing supply, affordability of homeownership, broader economic conditions, and insurance costs in California.
Added
If lease-up occurs more slowly than expected, if rental rates are lower than projected, or if concessions are required to attract tenants, the project’s operating results and cash flows could be adversely affected. Reliance on third-party property managers could adversely affect property operations and financial performance.
Added
We rely on third-party property managers to conduct the day-to-day operations, leasing, and maintenance of our multifamily development. As a result, our ability to maintain occupancy levels, achieve targeted rental rates, control operating expenses, and provide a satisfactory resident experience depends in part on the performance of these third-party managers.
Added
If a property manager fails to effectively market and lease available units, maintain properties in a timely and cost-effective manner, comply with applicable laws and regulations, or provide satisfactory resident services, the performance of the applicable property may be adversely affected.
Added
In addition, because we do not directly control all on-site personnel and operational decisions, we may experience delays in identifying and correcting operational or leasing issues, which could result in lower occupancy, increased concessions, higher operating expenses, reduced rent collections, or reputational harm.
Added
Our reliance on third-party managers may also increase the risk that properties under development or in lease-up do not achieve projected absorption rates, rental levels, or stabilization timelines.
Added
If a property manager underperforms or fails to meet our expectations, we may be required to replace such manager, which could result in operational disruption, transition costs, and temporary declines in property performance.
Added
These competing interests lead to the difficult challenges of successfully managing the relationship and communication between strategic partners and monitoring the execution of the partnership plan. We may also be subject to adverse business consequences if the market reputation or financial position of the strategic partner deteriorates.
Added
The factors that affect our ability to generate cash can also affect our ability to raise additional funds for these purposes through the addition of debt, the sale of equity, refinancing existing debt, or the sale of assets.
Added
We may be subject to shareholder activism or proxy contests, which could adversely affect our business and stock price. We may become subject to shareholder activism, proxy contests or other campaigns by investors seeking to influence our strategic direction, capital allocation, governance practices or board composition.
Added
Responding to such actions could require significant time and attention from our Board of Directors and management team and could result in substantial legal, advisory and other expenses.
Added
In addition, the perceived or actual uncertainty associated with shareholder activism may create instability within the Company, disrupt our strategic initiatives, and adversely affect our relationships with strategic partners, employees and other stakeholders. These actions could also result in volatility in the market price of our Common Stock.
Added
The California property insurance market may adversely affect our development activities and property values. California’s property insurance market has experienced reduced carrier participation, increased underwriting restrictions and premium volatility.
Added
If adequate insurance coverage becomes unavailable or cost-prohibitive for the Company, our tenants or future homeowners within our developments, we may experience delays in development timing, reduced transaction activity, or increased operating costs. In addition, limited availability or higher costs of insurance could adversely affect property values, buyer demand and overall marketability of our real estate assets.
Added
Any of these factors could have a material adverse effect on our business, financial condition and results of operations. ITEM 1B. UNRESOLVED STAFF COMMENTS None.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+3 added−4 removed11 unchanged
Biggest changeWe describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading “Information technology failures and data security breaches could harm our business,” which discussion is included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K.
Biggest changeIn addition to new vendor onboarding, we perform risk management during third-party cybersecurity compromise incidents to identify and mitigate risks to us from third-party incidents. 37 We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading “Information technology failures and data security breaches could harm our business,” which discussion is included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K.
Velasquez, CPA, is an experienced risk management professional in our finance and risk management function and has served as Senior Vice President, Finance and Chief Accounting Officer since March 2022. Mr. Velasquez currently oversees key functions for the Company’s accounting, finance, and treasury strategies, including risk management. In addition, Mr.
Velasquez, CPA, is an experienced risk management professional in our finance and risk management function and has served as Senior Vice President, Finance, Chief Financial Officer and Chief Accounting Officer since March 2022. Mr. Velasquez currently oversees key functions for the Company’s accounting, finance, and treasury strategies, including risk management. In addition, Mr.
Our risk management program also assesses third party risks, and we perform third-party risk management to identify and mitigate risks from third parties, such as vendors, suppliers, and other business partners associated with our use of third-party 34 service providers.
Our risk management program also assesses third party risks, and we perform third-party risk management to identify and mitigate risks from third parties, such as vendors, suppliers, and other business partners associated with our use of third-party service providers.
Velasquez leads the Company’s cybersecurity risk oversight and the development and enhancement of internal controls designed to prevent, detect, address, and mitigate the risk of cyber incidents.
Velasquez leads the Company’s cybersecurity risk oversight and the development and enhancement of internal controls designed to prevent, detect, address, and mitigate the risk of cyber incidents. The Company did not experience any material cybersecurity incidents during 2025.
Our management, represented by our Director of IT, Marcus O. Pegues, and our Senior Vice President of Finance and Chief Accounting Officer, Robert D. Velasquez, leads our cybersecurity risk assessment and management processes and oversees their implementation and maintenance.
Our management, led by our Senior Vice President of Finance, Chief Financial Officer and Chief Accounting Officer, Robert D. Velasquez, is responsible for overseeing the Company’s cybersecurity risk assessment and management processes, including their implementation and maintenance.
Removed
In addition to new vendor onboarding, we perform risk management during third-party cybersecurity compromise incidents to identify and mitigate risks to us from third-party incidents.
Added
The Company utilizes a third-party managed service provider, Grapevine MSP, to administer, monitor, and manage our information technology systems, including the majority of our cybersecurity functions. Management maintains oversight of Grapevine MSP through ongoing engagement, performance monitoring, and review of cybersecurity controls and incident response procedures.
Removed
These individuals are informed about, and monitor the prevention, mitigation, detection and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan, and report to the Audit Committee on any appropriate items. Marcus O.
Added
The Company’s cybersecurity risk management program is designed to assess, identify, and manage risks from cybersecurity threats, including those associated with third-party service providers. Management monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents and oversees the operation of our incident response processes.
Removed
Pegues has served as Director of IT since 2021. He works with the Company’s internal information technology department and external partners to monitor and improve our cybersecurity capabilities. Mr. Pegues has guided, in coordination with other management staff, strategic technology, risk mitigation, process improvement initiatives, and digital initiatives.
Added
The Audit Committee of the Board of Directors provides oversight of cybersecurity risk and receives periodic updates from management regarding the Company’s cybersecurity posture, material risks, and any significant incidents. The Board of Directors is informed, as appropriate, of material cybersecurity risks and incidents. Robert D.
Removed
His experience in technology and cybersecurity, spans a career of more than 15 years. He earned his Master of Science in Information Technology with Specialization in Project Management from Colorado Technical University and his Bachelor of Science in Business Management with Specialization in Information Technology from Colorado Technical University. Robert D.

Item 2. Properties

Properties — owned and leased real estate

23 edited+5 added−1 removed40 unchanged
Biggest changeThis is a process that DWR and the Bureau jointly requested in 2016 and that resulted in new federal FWS and NMFS BiOps under Federal Endangered Species Act, or ESA, in 2019. The 2019 BiOps were intended to enhance reliability of water available for pumping out of the Delta based on updated best available science.
Biggest changeA third development is the Reinitiation of Consultation on the Coordinated Long-Term Operation of the Central Valley Project and State Water Project. This is a process that DWR and the Bureau jointly requested in 2016 and that resulted in new federal FWS and NMFS BiOps under Federal Endangered Species Act, or ESA, in 2019.
Since then, a number of developments have occurred that affect or potentially affect SWP supplies from the Delta. 37 One of these developments relates to the Coordinated Operation Agreement, or COA, that DWR and the Bureau of Reclamation, or the Bureau, which operates pumps in the Delta to supply water to its Central Valley Project, or CVP, entered into in 1986.
Since then, a number of developments have occurred that affect or potentially affect SWP supplies from the Delta. One of these developments relates to the Coordinated Operation Agreement, or COA, that DWR and the Bureau of Reclamation, or the Bureau, which operates pumps in the Delta to supply water to its Central Valley Project, or CVP, entered into in 1986.
On February 20, 2025, the SWRCB held a public hearing to consider a probationary designation for the Kern County Subbasin under SGMA. At the hearing, the Board members heard presentations from groundwater sustainability agencies (GSAs), Board staff, and other interested parties, and received public comments, before deciding to continue the hearing to September 17, 2025.
On February 20, 2025, the SWRCB held a public hearing to consider a probationary designation for the Kern Subbasin under SGMA. At the hearing, the Board members heard presentations from groundwater sustainability agencies (GSAs), Board staff, and other interested parties, and received public comments, before deciding to continue the hearing to September 17, 2025.
This project is one of the state's largest proposed water infrastructure projects and strongly supported by the State’s Governor. It also recently received over 100 million dollars of federal funding. The Authority is in the process of obtaining a water right permit for the Project.
This project is one of the state's largest proposed water infrastructure projects and strongly supported by the State’s Governor. It also recently received over $100 million of federal funding. The Authority is in the process of obtaining a water right permit for the Project.
The assessment of each individual property sold or leased is not determinable at this time, because it is based on the current tax rate and the assessed value of the property at the time of sale or on its assessed value at the time it is leased to a third-party.
The assessment of each individual property sold or leased is not determinable at this time, because it is based on the 41 current tax rate and the assessed value of the property at the time of sale or on its assessed value at the time it is leased to a third-party.
Operation of the Delta pumps are of primary importance to the California water system, because these pumps are part of the system that moves water from Northern California to Southern California. Biological Opinions, or BiOps, issued by the U.S.
Operation of the Delta pumps are of primary importance to the California water system, because these pumps are part of the system that moves water from Northern California to Southern California. Biological Opinions, or BiOps, issued by the 40 U.S.
Portions of our property also have available groundwater, which we believe would be sufficient to supply commercial development in the Interstate 5 corridor and support current agricultural operations. Groundwater rights in the Antelope Valley Basin have been adjudicated, which limits the availability of groundwater in that basin. In December of 2015, the judgement for the adjudication was finalized.
Portions of our property also have available groundwater, which we believe would be sufficient to supply commercial development in the Interstate 5 corridor and support current agricultural operations. Groundwater rights in the Antelope Valley Basin have been adjudicated, which limits the availability of groundwater in that basin. In December of 2015, the judgment for the adjudication was finalized.
We have three major master planned real estate projects in Kern County: MV, TRCC and Grapevine. 35 The remainder of our land, approximately 23,000 acres, is in Los Angeles County. This area is accessible from Interstate 5 via Highway 138.
We have three major master planned real estate projects in Kern County: MV, TRCC and Grapevine. 38 The remainder of our land, approximately 23,000 acres, is in Los Angeles County. This area is accessible from Interstate 5 via Highway 138.
ITEM 2. PROPERTIES Land Our approximately 270,000 acres include portions of the San Joaquin Valley, portions of the Tehachapi Mountains and portions of the western end of the Antelope Valley. Each of our five reporting segments uses various portions of this land, as indicated in Item 1.
ITEM 2. PROPERTIES Land Our approximately 270,000 acres include portions of the San Joaquin Valley, portions of the Tehachapi Mountains and portions of the western end of the Antelope Valley. Each of our six reporting segments uses various portions of this land, as indicated in Item 1.
TCWD, a local water district whose service area includes land we own and land we have sold in TRCC, has 5,749 acre-feet of SWP entitlement (also called Table A amount), subject to SWP allocations. In addition, TCWD has 60,936 acre-feet of Company water stored in Kern County water banks for future uses.
TCWD, a local water district whose service area includes land we own and land we have sold in TRCC, has 5,749 acre-feet of SWP entitlement (also called Table A amount), subject to SWP allocations. In addition, TCWD has 65,199 acre-feet of Company water stored in Kern County water banks for future uses.
Water from these sources may be more expensive than SWP water because of pumping costs and/or transfer costs. The DWR has announced a 35% preliminary SWP water allocation for 2025. The current 35% allocation of SWP water will allow us to have sufficient water for our farming needs for the next year.
Water from these sources may be more expensive than SWP water because of pumping costs and/or transfer costs. The DWR has announced a 30% preliminary SWP water allocation for 2026. The current 30% allocation of SWP water will allow us to have sufficient water for our farming needs for the next year.
The initial term of the water purchase agreement with Nickel runs through 2044 and includes a Company option to extend the contract for an additional 35 years. This contract allows us to purchase water each year. The purchase cost of water in 2024 was $957 per acre-foot.
The initial term of the water purchase agreement with Nickel runs through 2044 and includes a Company option to extend the contract for an additional 35 years. This contract allows us to purchase water each year. The purchase cost of water in 2025 was $986 per acre-foot.
It is expected that we will have special tax payments in 2025 of $3,642,000, but this could change in the future based on the amount of bonds outstanding within each CFD and the amount of taxes paid by other owners and tenants.
It is expected that we will have special tax payments in 2026 of $3,867,000, but this could change in the future based on the amount of bonds outstanding within each CFD and the amount of taxes paid by other owners and tenants.
Purchase costs are subject to annual cost increases based on the greater of the consumer price index or 3%, resulting in a 2025 purchase cost of $986 per acre-foot. The water purchased will ultimately be used in the development of the Company’s land for commercial/industrial development, residential development, and farming.
Purchase costs are subject to annual cost increases based on the greater of the consumer price index or 3%, resulting in a 2026 purchase cost of $1,021 per acre-foot. The water purchased will ultimately be used in the development of the Company’s land for commercial/industrial development, residential development, and farming.
During 2024, SWP allocations were 40% of contract levels, and WRMWSD was able to supply us with water from various sources that, when combined with our water sources provided sufficient water to meet our farming and real estate demands.
During 2025, SWP allocations were 50% of contract levels, and WRMWSD was able to supply us with water from various sources that, when combined with our water sources provided sufficient water to meet our farming and real estate demands.
Water banked by TCWD is at the 36 request of the Company as a part of the water contract with TCWD.
Water banked by TCWD is at the 39 request of the Company as a part of the water contract with TCWD.
Based on historical records of water availability, we believe we have no material problems with our water supply.
Based on historical records of water availability, we believe we have no material issues with our water supply.
Proceeds from the sales of these bonds are to reimburse the Company for public infrastructure related to TRCC-East. We paid $3,191,000 and $2,775,000 in special taxes related to the CFDs in 2024 and 2023, respectively.
Proceeds from the sales of these bonds are to reimburse the Company for public infrastructure related to TRCC-East. We paid $3,791,000 and $2,775,000 in special taxes related to the CFDs in 2025 and 2024, respectively.
The State of California and various non-governmental organizations filed a legal challenge to the new BiOps. Shortly after the 2019 BiOps were finalized, the State of California issued an Incidental Take Permit, or ITP, pursuant to the California Endangered Species Act, or CESA, which is generally more restrictive on pumping out of the Delta in comparison to the BiOps.
Shortly after the 2019 BiOps were finalized, the State of California issued an Incidental Take Permit, or ITP, pursuant to the California Endangered Species Act, or CESA, which is generally more restrictive on pumping out of the Delta in comparison to the BiOps.
The West CFD has placed liens on 420 acres of the Company’s land to secure payment of special taxes related to $19,540,000 of outstanding bond debt sold by TRPFFA for TRCC-West.
TRPFFA has created two Community Facilities Districts, or CFDs, the West CFD and the East CFD. The West CFD has placed liens on 420 acres of the Company’s land to secure payment of special taxes related to $19,540,000 of outstanding bond debt sold by TRPFFA for TRCC-West.
Accordingly, the Company is not required to recognize an obligation at December 31, 2024.
Accordingly, the Company is not required to recognize an obligation as of December 31, 2025.
By continuing the hearing, the Board is providing more time for the SWRCB staff to continue working with the Kern County Subbasin GSAs and finish resolving identified deficiencies in their GSPs. The White Wolf Subbasin is designated by DWR as a medium priority, non-critically overdrafted basin.
By continuing the hearing, the Board is providing more time for the SWRCB staff to continue working with the Kern Subbasin GSAs and finish resolving identified deficiencies in their GSPs. On September 17, 2025, the SWRCB unanimously determined a probationary designation was not necessary at that time and indicated it would return the subbasin to the (DWR) jurisdiction.
Construction is scheduled to begin in the year 2026, and full operations are expected by 2032. Other Activities TRPFFA is a joint powers authority formed by Kern County and TCWD to finance public infrastructure within the Company’s Kern County developments. TRPFFA has created two Community Facilities Districts, or CFDs, the West CFD and the East CFD.
In addition, the Company will secure a dedicated storage space at the Sites Reservoir that can be monetized in the future by leasing or potentially selling this dedicated storage space. Other Activities TRPFFA is a joint powers authority formed by Kern County and TCWD to finance public infrastructure within the Company’s Kern County developments.
Removed
The DCP is intended to increase the amount of water available for delivery across the Delta, particularly in wet years. A third development is the Reinitiation of Consultation on the Coordinated Long-Term Operation of the Central Valley Project and State Water Project.
Added
On December 8, 2025, SWRCB notified DWR that, after determining the adopted 2025 Groundwater Sustainability Plans adequately resolved prior deficiencies, the Kern Subbasin is being returned to the Department’s jurisdiction under SGMA.
Added
This final ruling restores local management authority to TCWDGSA over the portion of the Kern Subbasin underlying the Company’s land and eliminates the potential for SWRCB to impose and collect administrative fees for managing the subbasin. The White Wolf Subbasin is designated by DWR as a medium priority, non-critically overdrafted basin.
Added
The DCP is intended to increase the amount of water available for delivery across the Delta, particularly in wet years. There can be no assurance that the Delta Conveyance Project will be completed on currently anticipated timelines, within projected budgets, or at all. Legal challenges, funding limitations or regulatory delays could reduce anticipated reliability benefits .
Added
The 2019 BiOps were intended to enhance reliability of water available for pumping out of the Delta based on updated best available science. The State of California and various non-governmental organizations filed a legal challenge to the new BiOps.
Added
Construction is currently expected to commence in the latter part of 2026, with full operations anticipated by 2032. This will increase the Company's availability to secure water during wet years by increasing our storage capacity with the State of California, that would ultimately be utilized during dry years, or drought years.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeNone of these matters are expected, individually or in aggregate, to have a material adverse effect on the Company. 38 For a discussion of legal proceedings, see Note 13 (Commitments and Contingencies) of the Notes to the Consolidated Financial Statements. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 39 PART II
Biggest changeFor a discussion of legal proceedings, see Note 13 (Commitments and Contingencies) of the Notes to the Consolidated Financial Statements. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 42 PART II
ITEM 3. LEGAL PROCEEDINGS The Company is involved in various legal matters arising out of its operations in the normal course of business.
ITEM 3. LEGAL PROCEEDINGS The Company is involved in various legal matters arising out of its operations in the normal course of business. None of these matters are expected, individually or in aggregate, to have a material adverse effect on the Company.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchase of Equity Securities The following table provides information regarding repurchases of our common stock during the year ended December 31, 2024: Period Total Number of Shares Purchased 1 Average Price Paid per Share 1 Total Number of Shares Purchased as Part of Publicly Announced Program 2 Maximum Fair Value of Shares that May Yet Be Purchased Under the Program 2 January 2024 1,204 $ 17.06 March 2024 11,152 $ 16.62 12,356 1 Represents shares of common stock that employees surrendered as part of the default option to satisfy withholding taxes in connection with the vesting of restricted stock awards under our stock incentive plan.
Biggest changePurchase of Equity Securities The following table provides information regarding repurchases of our common stock during the year ended December 31, 2025: Period Total Number of Shares Purchased 1 Average Price Paid per Share 1 Total Number of Shares Purchased as Part of Publicly Announced Program 2 Maximum Fair Value of Shares that May Yet Be Purchased Under the Program 2 January 2025 5,118 $ 15.16 January 2025 1,611 $ 15.90 January 2025 13,425 $ 15.90 March 2025 11,349 $ 15.33 December 2025 4,947 $ 15.99 36,450 1 Represents shares of common stock that employees surrendered as part of the default option to satisfy withholding taxes in connection with the vesting of restricted stock awards under our stock incentive plan.
ITEM 5. MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our Common Stock trades under the symbol TRC on the New York Stock Exchange. As of February 28, 2025, there were 263 registered owners of record of our Common Stock.
ITEM 5. MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our Common Stock trades under the symbol TRC on the New York Stock Exchange. As of February 28, 2026, there were 262 registered owners of record of our Common Stock.
No cash dividends were paid in 2024 or 2023 and at this time there is no intention of paying cash dividends in the future.
No cash dividends were paid in 2025 or 2024 and at this time there is no intention of paying cash dividends in the near future.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

97 edited+39 added−35 removed55 unchanged
Biggest change($ in thousands) 2024 2023 2022 Equity in earnings (loss) Petro Travel Plaza Holdings LLC $ 8,253 $ 6,288 $ 8,526 18-19 West, LLC — — (31) TRCC/Rock Outlet Center, LLC (1,351) (1,786) (1,569) TRC-MRC 1, LLC 613 596 21 TRC-MRC 2, LLC 2,162 1,386 692 TRC-MRC 3, LLC 422 323 297 TRC-MRC 4, LLC 527 166 (184) TRC-MRC 5, LLC 255 (105) — Equity in earnings of unconsolidated joint ventures, net $ 10,881 1 $ 6,868 $ 7,752 1 TRC-DP1 had no operating activities during 2024. 2024 Operational Highlights: During 2024, equity in earnings from unconsolidated joint ventures increased $4,013,000, or 58%, to $10,881,000 when compared to $6,868,000 in 2023. • The Petro Travel Plaza equity in earnings increased $1,965,000 or 31% when compared to 2023, which is largely attributable to higher fuel margins. • Equity in earnings for our TRC-MRC LLC joint ventures increased by $1,613,000 due to higher rental rates or rental escalations, and the new revenue stream generated by the completed industrial building of the TRC-MRC 5, LLC joint venture. • Additionally, equity in loss from the TRCC/Rock Outlet Center joint venture decreased by $435,000 compared to 2023 because of improved occupancy. 2023 Operational Highlights: During 2023, equity in earnings from unconsolidated joint ventures decreased $884,000, or 11%, to $6,868,000 when compared to $7,752,000 in 2022. • The Petro Travel Plaza equity in earnings decreased $2,238,000 or 26% when compared to 2022, which is largely attributable to lower fuel margins in 2023, we don't expect this drop in fuel margins to continue in 2024. • The above decrease is partially offset by increases in equity in earnings of TRC-MRC 1, LLC and TRC-MRC 2, LLC joint ventures, mainly attributable to a combination of new leases at higher rental rates and rent escalations.
Biggest change($ in thousands) 2025 2024 2023 Equity in earnings (loss) Petro Travel Plaza Holdings LLC $ 6,061 $ 8,253 $ 6,288 TRCC/Rock Outlet Center, LLC (1,446) (1,351) (1,786) TRC-MRC 1, LLC 923 613 596 TRC-MRC 2, LLC 1,832 2,162 1,386 TRC-MRC 3, LLC 444 422 323 TRC-MRC 4, LLC 363 527 166 TRC-MRC 5, LLC 185 255 (105) Equity in earnings of unconsolidated joint ventures, net $ 8,362 1 $ 10,881 1 $ 6,868 1 TRC-DP1, LLC joint venture had no operating activities during both of 2025 and 2024. 2025 Operational Highlights: During 2025, equity in earnings from unconsolidated joint ventures decreased $2,519,000, or 23%, to $8,362,000 when compared to $10,881,000 in 2024. • The Petro Travel Plaza equity in earnings decreased $2,192,000 or 27% when compared to 2024.
Our largest deferred tax assets were made up of temporary differences related to stock compensation, deferred gains, pension adjustments, an interest rate swap, and capitalization of costs. Deferred tax liabilities consist of joint venture differences, depreciation, deferred gains, and an interest rate swap.
Our largest deferred tax assets were made up of temporary differences related to deferred gains, pension adjustments, stock compensation, an interest rate swap, and capitalization of costs. Deferred tax liabilities consist of joint venture differences, depreciation, deferred gains, capitalization of stock compensation, and an interest rate swap.
We will also make investments as necessary in our real estate segments to secure land entitlement approvals, build infrastructure for our developments, invest in to be leased assets, provide adequate water supplies, and provide funds for general land development activities.
We will also make investments as necessary in our real estate segments to secure land entitlement approvals, build infrastructure for our developments, invest in assets to be leased, provide adequate water supplies, and provide funds for general land development activities.
The decrease is primarily attributed to lower water sales revenue of $3,650,000 due to back- 45 to-back above average rainfall years in California, which severely limited water sales opportunities. Additionally, reimbursable revenues also decreased $711,000 due to a mineral resources tax reassessment. • Mineral resources expenses decreased $1,633,000, or 19%, to $7,052,000 in 2024 when compared to $8,685,000 in 2023.
The decrease is primarily attributed to lower water sales revenue of $3,650,000 due to back-to-back above average rainfall years in California, which severely limited water sales opportunities. Additionally, reimbursable revenues also decreased $711,000 due to a mineral resources tax reassessment. • Mineral resources expenses decreased $1,633,000, or 19%, to $7,052,000 in 2024 when compared to $8,685,000 in 2023.
This discussion and analysis are based on, should be read together with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in Item 15(a) of this Form 10-K, beginning at page F-1. It also should be read in conjunction with the disclosure under “Forward-Looking Statements” in Part 1 of this Form 10-K.
This discussion and analysis is based on, should be read together with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in Item 15(a) of this Form 10-K, beginning at page F-1. It also should be read in conjunction with the disclosure under “Forward-Looking Statements” in Part 1 of this Form 10-K.
The estimates used are very susceptible to change from period to period, due to the fact that they require management to make assumptions about 42 costs of construction, absorption of product, and timing of project completion, and changes to these estimates could have a material impact on the recognition of profits from the sale of land within our developments.
The estimates used are very susceptible to change from period to period, due to the fact that they require management to make assumptions about costs of construction, absorption of product, and timing of project completion, and changes to these estimates could have a material impact on the recognition of profits from the sale of land within our developments.
The Revolving Credit Facility provides TRC with (i) an RCL in the amount of $160,000,000 and (ii) the option for TRC to utilize a letter of credit sub-facility in the amount of $15,000,000 (LOC Sub-Facility). The LOC Sub-Facility is part of, and not in addition to, the RCL.
The Revolving Credit Facility provides TRC with (i) an RCL in the amount of $160,000,000 and (ii) the option for TRC to utilize a letter of credit sub-facility in the amount of $15,000,000 (LOC Sub-Facility). The LOC Sub-Facility is part of, and not in 57 addition to, the RCL.
In May 2022, we filed an updated shelf registration statement on Form S-3 that went effective in May 2022. Under the shelf registration statement, we may offer and sell in the future through one or more offerings not to exceed $200,000,000 of common stock, preferred stock, debt securities, warrants or any combination of the foregoing.
In May 2025, we filed an updated shelf registration statement on Form S-3 that went effective in May 2025. Under the shelf registration statement, we may offer and sell in the future through one or more offerings not to exceed $200,000,000 of common stock, preferred stock, debt securities, warrants or any combination of the foregoing.
Liquidity and Capital Resources Cash Flow and Liquidity Our financial position allows us to pursue our strategies of continued development of TRCC, funding of operating activities, land entitlement, development, and conservation. Accordingly, we have established well-defined priorities for our available cash, including investing in core operating segments to achieve profitable future growth.
Liquidity and Capital Resources Overview Our financial position allows us to pursue our strategies of continued development of TRCC, funding of operating activities, land entitlement, development, and conservation. Accordingly, we have established well-defined priorities for our available cash, including investing in core operating segments to achieve profitable future growth.
The timing of these investments is dependent on our coordination efforts with Los Angeles County regarding litigation defense for Centennial, permitting activities for Grapevine, and design, civil engineering, land planning and design for MV. Our efforts within our master plan projects are managed to minimize each year's investment.
The timing of these investments is dependent on our coordination efforts with Los Angeles County regarding litigation defense for Centennial, permitting activities for Grapevine, and design, civil engineering, land planning and design, and capital raising for MV. Our efforts within our master plan projects are managed to minimize each year's investment.
Of the $57,234,000, we primarily used $43,018,000 to develop multi-family units, road, and water infrastructures at TRCC. We also spent $3,014,000 on permitting efforts for MV, $3,963,000 on litigation defense for Centennial, and $1,417,000 on permitting efforts for Grapevine. All real estate capital expenditures are inclusive of capitalized interest, payroll and overhead.
Of the $57,234,000, we primarily used $43,018,000 to develop the Terra Vista at Tejon multi-family units, road, and water infrastructures at TRCC. We also spent $3,014,000 on permitting efforts for MV, $3,963,000 on litigation defense for Centennial, and $1,417,000 on permitting efforts for Grapevine. All real estate capital expenditures are inclusive of capitalized interest, payroll and overhead.
We believe NOI provides useful information to investors regarding our financial condition and results of operations because it primarily reflects those income and expense items that are incurred at the property level. Therefore, we believe NOI is a useful measure for evaluating the operating performance of our real estate assets.
We believe NOI provides useful information to investors regarding our financial condition and results of operations because it primarily reflects those income and expense items that are incurred at the property level. Therefore, we believe NOI is a useful measure for evaluating the operating performance of our real estate assets. The following tables reconcile operating income to NOI.
Possible indications of impairment may include events or changes in circumstances affecting the entitlement process, government regulation, litigation, geographical demand for new housing, and market conditions related to pricing of new homes and development costs. We make significant assumptions to evaluate each real estate development for possible indications of impairment.
Possible indications of impairment may include events or changes in circumstances affecting the Company’s strategic plan for the real estate development, the entitlement process, government regulation, litigation, geographical demand for new housing, market conditions related to pricing of new homes and development costs. We make significant assumptions to evaluate each real estate development for possible indications of impairment.
TRC’s ability to borrow/draw additional funds is subject to compliance with certain financial and other covenants, some of which are further described below, and the continuing accuracy of certain representations and warranties contained in the Revolving Credit Facility. Currently there are no letter of credits outstanding.
TRC’s ability to borrow/draw additional funds is subject to compliance with certain financial and other covenants, some of which are further described below, and the continuing accuracy of certain representations and warranties contained in the Revolving Credit Facility. Currently, there are no letters of credit outstanding.
EBITDA and Adjusted EBITDA have limitations as measures of our performance. EBITDA and Adjusted EBITDA do not reflect our historical cash expenditures or future cash requirements for capital expenditures or contractual commitments. While EBITDA and Adjusted EBITDA are relevant and widely used measures of performance, they do not represent net income or cash flows from operations as defined by GAAP.
EBITDA and Adjusted EBITDA do not reflect our historical cash expenditures or future cash requirements for capital expenditures or contractual commitments. While EBITDA and Adjusted EBITDA are relevant and widely used measures of performance, they do not represent net (loss) income or cash flows from operations as defined by GAAP.
On July 25, 2024, TRPFFA sold bonds which will provide approximately $25,000,000 of improvement funds for the reimbursement of public infrastructure costs at TRCC-East. At TRCC-East, the East CFD has approximately $18,605,000 of additional bond debt authorized by TRPFFA.
At TRCC-West, the West CFD has no additional bond debt approved for issuance. On July 25, 2024, TRPFFA sold bonds which will provide approximately $25,000,000 of improvement funds for 59 the reimbursement of public infrastructure costs at TRCC-East. At TRCC-East, the East CFD has approximately $18,605,000 of additional bond debt authorized by TRPFFA.
We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Capitalized interest for the years ended December 31, 2024 and 2023, of $4,353,000 and $3,098,000, respectively, is classified in real estate development. We also capitalized payroll costs related to development, pre-construction, and construction projects, which aggregated $2,884,000 and $2,270,000 for the years ended December 31, 2024 and 2023, respectively. Expenditures for repairs and maintenance are expensed as incurred.
Capitalized interest for the years ended December 31, 2025 and 2024, of $5,091,000 and $4,353,000, respectively, is classified in real estate development. We also capitalized payroll costs related to development, pre-construction, and construction projects, which aggregated $2,881,000 and $2,884,000 for the years ended December 31, 2025 and 2024, respectively. Expenditures for repairs and maintenance are expensed as incurred.
We use Adjusted EBITDA to assess the performance of our core operations, for financial and operational decision making, and as a supplemental or additional means of evaluating period-to-period comparisons on a consistent basis. Adjusted EBITDA is calculated as EBITDA, excluding stock compensation expense.
We use Adjusted EBITDA to assess the performance of our core operations, for financial and operational decision making, and as a supplemental or additional means of evaluating period-to-period comparisons on a consistent basis.
The increase was primarily attributable to an additional $1,250,000 of professional service fees and planning costs related to capital raising efforts tied to our master planned communities. • The expenses within the resort/residential segment consisted of professional service fees of $1,352,000, general and administrative expenses of $1,215,000 and other expenses of $48,000 for the twelve months ended December 31, 2024.
The increase was primarily attributable to an additional $1,250,000 of professional service fees and planning costs related to capital raising efforts tied to our master planned communities. 48 • The expenses within the resort/residential segment consisted of operating expenses of $1,742,000, general and administrative expenses of $831,000 and depreciation and amortization of $42,000 for the twelve months ended December 31, 2024.
As noted above, these costs are included in the above investment numbers. During 2024, financing activities generated $18,794,000, which is comprised of borrowings from the line-of-credit facility of $19,000,000 to fund construction projects and other ongoing development such as Terra Vista and TRCC infrastructure, partially offset by the tax payments on vested stock grants of $206,000.
During 2024, financing activities generated $18,794,000, which is comprised of borrowings from the line-of-credit facility of $19,000,000 to fund construction projects and other ongoing development such as Terra Vista and TRCC infrastructure, partially offset by the tax payments on vested stock grants of $206,000.
The following table summarizes the cash flow activities for the following years ended December 31: ($ in thousands) 2024 2023 2022 Operating activities $ 14,314 $ 13,655 $ 8,531 Investing activities $ (25,748) $ (14,002) $ (1,891) Financing activities $ 18,794 $ (6,865) $ (4,419) Cash flows provided by operating activities are primarily dependent upon the rental rates of our leases, the collectability of rent and recovery of operating expenses from our tenants, distributions from joint ventures, the success of our crops and commodity prices within our mineral resources segment.
The following table summarizes the cash flow activities for the following years ended December 31: ($ in thousands) 2025 2024 2023 Operating activities $ 6,132 $ 14,314 $ 13,655 Investing activities $ (62,306) $ (25,748) $ (14,002) Financing activities $ 26,431 $ 18,794 $ (6,865) Cash flows provided by operating activities are primarily dependent upon the rental rates of our leases, the collectability of rent and recovery of operating expenses from our tenants, distributions from joint ventures, the success of our crops and commodity prices within our mineral resources segment.
During 2024, we didn't make any pension contributions and we don't expect to make contributions in 2025. Our cash contract commitments consist of contracts in various stages of completion related to infrastructure development within our industrial developments and entitlement costs related to our industrial and residential development projects.
During 2025, we did not make any pension contributions and we do not expect to make contributions in 2026. Our cash contract commitments consist of contracts in various stages of completion related to infrastructure development within our industrial developments and entitlement costs related to our industrial and residential development projects.
Due to the nature of most of our deferred tax assets, we believe they will be used in future years and an allowance is not necessary. The Company classifies interest and penalties incurred on tax payments as income tax expenses. The Company made income tax payments of $315,000 in 2024 and $2,564,000 in 2023.
Due to the nature of most of our deferred tax assets, we believe they will be used in future years and an allowance is not necessary. The Company classifies interest and penalties incurred on tax payments as income tax expenses. The Company made $50,000 in estimated federal tax payments in 2025 and $0 in 2024.
These declines were mostly offset by a $1,744,000 increase in almond sales revenue, driven by higher crop availability and improved pricing. • During 2024, farming segment expenses increased $2,294,000, or 15%, from $15,257,000 in 2023 to $17,551,000 in 2024.
These declines were mostly offset by a $1,744,000 increase in almond sales revenue, driven by higher crop availability and improved pricing. • During 2024, farming segment expenses increased $2,294,000, or 15%, from $15,257,000 in 2023 to $17,551,000 in 2024. This increase was primarily due to an increase in water holding cost of $2,217,000 in 2024.
The table above includes only those contracts that include fixed or minimum obligations. It does not include normal purchases, which are made in the ordinary course of business. As discussed in Note 14 (Retirement Plans) of the Notes to Consolidated Financial Statements, we have long-term liabilities for deferred employee compensation, including pension and supplemental retirement plans.
It does not include normal purchases, which are made in the ordinary course of business. As discussed in Note 14 (Retirement Plans) of the Notes to Consolidated Financial Statements, we have long-term liabilities for deferred employee compensation, including pension and supplemental retirement plans.
The East CFD has placed liens on 1,931 acres of our land to secure payments of special taxes related to $95,660,000 of outstanding bond debt sold by TRPFFA for TRCC-East. At TRCC-West, the West CFD has no additional bond debt approved for issuance.
The West CFD has placed liens on 420 acres of land to secure payment of special taxes related to $19,540,000 of outstanding bond debt sold by TRPFFA for TRCC-West. The East CFD has placed liens on 1,931 acres of our land to secure payments of special taxes related to $95,660,000 of outstanding bond debt sold by TRPFFA for TRCC-East.
We operate our business near one of the country’s largest population centers, which is expected to continue to grow well into the future. We currently operate in five reporting segments: real estate - commercial/industrial; real estate - resort/residential; mineral resources; farming; and ranch operations. Our commercial/industrial real estate segment generates revenues from real estate leases, and land and building sales.
We operate our business near one of the country’s largest population centers, which is expected to continue to grow well into the future. We currently operate in six reporting segments: real estate - commercial/industrial; multifamily; real estate - resort/residential; mineral resources; farming; and ranch operations.
We will also invest funds as necessary towards litigation defense, permits, and maps for our master plan mixed-use developments and for master project infrastructure. Securing entitlements for our land is a long, arduous process that can take several years and involves litigation.
We will also invest funds as necessary towards permits, and maps for our master plan mixed-use developments and for master project infrastructure. Securing entitlements for land, as is currently the case with our Centennial project, is a lengthy and complex process that can take several years and involves litigation.
As of December 31, 2024, aggregate outstanding debt of unconsolidated joint ventures was $221,465,000; $20,545,000 of this debt was attributable to the loan for TRCC/Rock Outlet joint venture. This loan was 100% guaranteed at December 31, 2024.
As of December 31, 2025, aggregate outstanding debt of unconsolidated joint ventures was $216,092,000; $20,039,000 of this debt was attributable to the loan for TRCC/Rock Outlet joint venture. This loan was 100% guaranteed at December 31, 2025.
These contracts for the supply of future water run through 2035. Please refer to Note 6 (Long-Term Water Assets) of the Notes to Consolidated Financial Statements for additional information regarding water assets. Off-Balance Sheet Arrangements The TRPFFA is a joint powers authority formed by Kern County and TCWD to finance public infrastructure within our Kern County developments.
Please refer to Note 6 (Long-Term Water Assets) of the Notes to Consolidated Financial Statements for additional information regarding water assets. Off-Balance Sheet Arrangements The TRPFFA is a joint powers authority formed by Kern County and TCWD to finance public infrastructure within our Kern County developments. TRPFFA created two CFD's, the West CFD and the East CFD.
As of December 31, 2024 and 2023, we had income tax receivable of $1,279,000 and $1,245,000, respectively. As of December 31, 2024, we had net deferred tax liabilities of $9,059,000 compared to $8,269,000 as of December 31, 2023.
As of December 31, 2025 and 2024, we had income tax receivable of $1,475,000 and $1,279,000, respectively. As of December 31, 2025, we had net deferred tax liabilities of $9,849,000 compared to $9,059,000 as of December 31, 2024.
For further discussion of mineral resources operations, refer to Item 1 “Business—Mineral Resources.” Farming ($ in thousands) 2024 2023 2022 Farming revenues Almonds $ 7,122 $ 5,378 $ 6,121 Pistachios 3,237 4,036 2,450 Wine grapes 2,704 3,290 3,470 Hay 66 267 587 Other 796 979 373 Total farming revenues $ 13,925 $ 13,950 $ 13,001 Farming expenses Cost of sales 11,853 11,945 15,412 Water Holding Costs 2,912 695 3,454 Other expenses 1 2,786 2,617 945 Total farming expenses $ 17,551 $ 15,257 $ 19,811 Operating loss from farming $ (3,626) $ (1,307) $ (6,810) 1 The main components of the other expenses included general and administrative expenses and depreciation expenses. 46 December 31, 2024 December 31, 2023 Change ($ in thousands) Revenue Quantity Sold 2 Average Price Revenue Quantity Sold 2 Average Price Revenue Quantity Sold 2 Average Price ALMONDS (lbs.) Current year crop $ 5,438 2,123 $ 2.56 $ 3,300 1,575 $ 2.10 $ 2,138 548 $ 0.46 Prior crop years 1,037 562 $ 1.85 1,819 1,042 $ 1.75 (782) (480) $ 0.10 Crop insurance 647 259 388 Subtotal Almonds 1 $ 7,122 2,685 $ 2.41 $ 5,378 2,617 $ 1.96 $ 1,744 68 $ 0.45 PISTACHIOS (lbs.) Current year crop $ — — $ — $ 3,990 2,466 $ 1.62 $ (3,990) (2,466) $ (1.62) Prior crop price adjustment 1,836 — 1,836 Crop insurance 1,401 46 1,355 Subtotal Pistachios 1 $ 3,237 — $ — $ 4,036 2,466 $ 1.62 $ (799) (2,466) $ (1.62) WINE GRAPES (tons) Current year crop $ 2,338 8 $ 292.25 $ 3,290 11 $ 299.09 $ (952) (3) $ (6.84) Crop insurance 366 — 366 Subtotal Wine Grapes $ 2,704 8 $ 292.25 $ 3,290 11 $ 299.09 $ (586) (3) $ (6.84) Other Hay $ 66 $ 267 $ (201) Other farming revenues 796 979 (183) Total farming revenues $ 13,925 $ 13,950 $ (25) 1 Average price calculation reflects sale of almond and pistachio crops during the calendar reported year, exclusive of any price adjustments. 2 Almond and pistachio units are presented in thousands of pounds, while wine grapes are presented in thousands of tons. 2024 Operational Highlights: • During 2024, farming segment revenues decreased $25,000, or 0.2%, from $13,950,000 in 2023 to $13,925,000 in 2024.
December 31, 2024 December 31, 2023 Change ($ in thousands) Revenue Quantity Sold 2 Average Price Revenue Quantity Sold 2 Average Price Revenue Quantity Sold 2 Average Price ALMONDS (lbs.) Current year crop $ 5,438 2,123 $ 2.56 $ 3,300 1,575 $ 2.10 $ 2,138 548 $ 0.46 Prior crop years 1,037 562 1.85 1,819 1,042 1.75 (782) (480) 0.10 Crop insurance 647 259 $ 388 Subtotal Almonds 1 $ 7,122 2,685 $ 2.41 $ 5,378 2,617 $ 1.96 $ 1,744 68 $ 0.45 PISTACHIOS (lbs.) Current year crop $ — — $ — $ 3,990 2,466 $ 1.62 $ (3,990) (2,466) $ (1.62) Prior crop price adjustment 1,836 — 1,836 Crop insurance 1,401 46 1,355 Subtotal Pistachios 1 $ 3,237 — $ — $ 4,036 — $ 1.62 $ (799) (2,466) $ (1.62) WINE GRAPES (tons) Current year crop $ 2,338 8 $ 292.25 $ 3,290 11 $ 299.09 $ (952) (3) $ (6.84) Crop insurance 366 — 366 Subtotal Wine Grapes $ 2,704 8 $ 292.25 $ 3,290 11 $ 299.09 $ (586) (3) $ (6.84) Other Hay $ 66 $ 267 $ (201) Other farming revenues 796 979 (183) Total farming revenues $ 13,925 $ 13,950 $ (25) 1 Average price calculation reflects sale of almond and pistachio crops during the calendar reported year exclusive of any price adjustments. 2 Almond and pistachio units are presented in thousands of pounds while wine grapes are presented in thousands of tons. 2024 Operational Highlights: • During 2024, farming segment revenues decreased $25,000, or 0.2%, from $13,950,000 in 2023 to $13,925,000 in 2024.
We capitalize interest cost as a cost of the project only during the period for which activities necessary to prepare an asset for its intended use are ongoing, provided that expenditures for the asset have been made and interest cost has been incurred.
Our plans also include $7,212,000 for payment of annual water inventory and water related investments. We capitalize interest cost as a cost of the project only during the period for which activities necessary to prepare an asset for its intended use are ongoing, provided that expenditures for the asset have been made and interest cost has been incurred.
Our active developments within this segment are MV, Centennial, and Grapevine. Our mineral resources segment generates revenues from oil and gas royalty leases, rock and aggregate mining leases, a lease with National Cement of California Inc., and water sales. The farming segment produces revenues from the sale of wine grapes, almonds, and pistachios, and we intend to expand into olives.
Our mineral resources segment generates revenues from oil and gas royalty leases, rock and aggregate mining leases, a lease with National Cement of California Inc., and water sales. Our farming segment produces revenues from the sale of wine grapes, almonds, and pistachios, and we are expanding our permanent crop portfolio to include olives.
Critical Accounting Estimates The preparation of our consolidated financial statements in accordance with GAAP requires us to make estimates and judgments that affect the reported amounts for assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
It is useful to read the reporting segment information in conjunction with Note 15 (Reporting Segments and Related Information) of the Notes to Consolidated Financial Statements. 44 Critical Accounting Estimates The preparation of our consolidated financial statements in accordance with GAAP requires us to make estimates and judgments that affect the reported amounts for assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
We will also continue to evaluate land resources to determine the highest and best uses for our land holdings. Future sales of land are dependent on market circumstances and specific opportunities. Our goal in the future is to increase land value and create future revenue growth through planning and development of commercial and industrial properties.
Future sales of land are dependent on market circumstances and specific opportunities. Our goal in the future is to increase land value and create future revenue growth through planning and development of commercial and industrial properties.
The Company received refunds of $1,000 in 2024 and $0 in 2023. For more details, see Note 11. (Income Taxes), of the Notes to Consolidated Financial Statements, included this Annual Report on Form 10-K.
The Company made $380,000 in estimated California state tax payments in 2025 and $315,000 in 2024. The Company received tax refunds of $28,000 and $1,000 in 2025 and 2024, respectively. For more details, see Note 11. (Income Taxes), of the Notes to Consolidated Financial Statements, included this Annual Report on Form 10-K.
($ in thousands) Year-Ended December 31, Net operating income 2024 2023 2022 Pastoria Energy Facility $ 4,992 $ 5,231 $ 4,846 TRCC 1,334 1,296 1,185 Communication leases 2,269 1,070 1,001 Other commercial leases 441 631 616 Total Commercial/Industrial net operating income $ 9,036 $ 8,228 $ 7,648 Year-Ended December 31, ($ in thousands) 2024 2023 2022 Commercial/Industrial operating income $ 4,642 $ 3,705 $ 24,159 Plus: Commercial/Industrial depreciation and amortization 424 468 455 Plus: General, administrative, cost of sales and other expenses 6,806 7,130 15,491 Less: Other revenues including land sales (2,836) (3,075) (32,457) Total Commercial/Industrial net operating income $ 9,036 $ 8,228 $ 7,648 We utilize NOI of unconsolidated joint ventures as a measure of financial or operating performance that is not specifically defined by GAAP.
Year-Ended December 31, ($ in thousands) 2025 2024 2023 Commercial/Industrial operating income $ 7,004 $ 4,642 $ 3,705 Plus: Commercial/Industrial depreciation and amortization 500 424 468 Plus: General, administrative, cost of sales and other expenses 6,872 6,806 7,130 Less: Other revenues including land sales (6,368) (2,836) (3,075) Total Commercial/Industrial net operating income $ 8,008 $ 9,036 $ 8,228 ($ in thousands) Year-Ended December 31, Net operating income 2025 2024 2023 Pastoria Energy Facility $ 4,861 $ 4,992 $ 5,231 TRCC 1,339 1,334 1,296 Communication leases 1,296 2,269 1,070 Other commercial leases 512 441 631 Total Commercial/Industrial net operating income $ 8,008 $ 9,036 $ 8,228 Year-Ended December 31, ($ in thousands) 2025 Multifamily operating loss 1 $ (1,547) Plus: Multifamily depreciation and amortization 960 Plus: Selling, general and administrative expenses 504 Total Multifamily net operating loss $ (83) 1 Multifamily segment had no operating activities in 2024 and 2023. 61 We utilize NOI of unconsolidated joint ventures as a measure of financial or operating performance that is not specifically defined by GAAP.
Allocation of Costs Related to Land Sales and Leases – When we sell or lease land within one of our real estate developments, as we are currently doing within TRCC, and we have not completed all infrastructure development related to the total project, we determine the appropriate costs of sales for the sold land and the timing of recognition of the sale.
Management’s assumptions regarding future cash flows from real estate developments are expected to fluctuate due to changes in prices, absorption, and costs as future market conditions change. 45 Allocation of Costs Related to Land Sales and Leases – When we sell or lease land within one of our real estate developments, as we are currently doing within TRCC, and we have not completed all infrastructure development related to the total project, we determine the appropriate costs of sales for the sold land and the timing of recognition of the sale.
Capital Structure and Financial Condition At December 31, 2024, total capitalization at book value was $555,898,000 consisting of $66,942,000 of debt and $488,956,000 of equity, resulting in a debt-to-total-capitalization ratio of approximately 12.0%, representing an increase when compared to the debt-to-total-capitalization ratio of 9.0% at December 31, 2023.
Capital Structure and Financial Condition At December 31, 2025, total capitalization at book value was $584,498,000 consisting of $93,942,000 of debt and $490,556,000 of equity, resulting in a debt-to-total-capitalization ratio of approximately 16.1%, representing an increase when compared to the debt-to-total-capitalization ratio of 12.0% at December 31, 2024.
Mineral Resources ($ in thousands) 2024 2023 2022 Mineral resources revenues Oil and gas $ 856 $ 1,005 $ 1,340 Rock aggregate 2,024 1,903 1,937 Cement 2,759 2,652 2,871 Exploration leases 1 29 94 Water sales 4,383 8,033 14,658 Reimbursables and other 191 902 695 Total mineral resources revenues $ 10,214 $ 14,524 $ 21,595 Mineral resources expenses Cost of sales of water 3,555 5,220 9,549 Other expenses 1 3,497 3,465 3,420 Total mineral resources expenses $ 7,052 $ 8,685 $ 12,969 Operating income from mineral resources $ 3,162 $ 5,839 $ 8,626 1 The main components of the other expenses included general and administrative expenses and depreciation expenses. 2024 2023 2022 Oil and gas Oil production (barrels) 83,411 94,780 92,788 Average price per barrel $76.00 $78.00 $98.00 Natural gas production (millions of cubic feet) 20,480 62,000 57,000 Average price per thousand cubic feet $1.67 $2.87 $2.84 Blended royalty rate 13.4% 13.3% 14.5% Water Water sold in acre-feet 3,500 5,145 10,400 Average price per acre-foot $1,252 $1,561 $1,409 Cement Tons sold 1,079,000 1,112,000 1,356,000 Average price per ton $2.56 $2.39 $2.12 Rock/Aggregate Tons sold 1,442,000 1,600,000 1,677,000 Average price per ton $1.40 $1.19 $1.15 Note: Differences between revenues calculated within this table and reported revenues within the previous table are attributed to rounding and the level of precision presented on production units shown. 2024 Operational Highlights: • Revenues from our mineral resources segment decreased $4,310,000, or 30%, to $10,214,000 in 2024 when compared to $14,524,000 in 2023.
Mineral Resources ($ in thousands) 2025 2024 2023 Mineral resources revenues Oil and gas $ 642 $ 856 $ 1,005 Rock aggregate 2,175 2,024 1,903 Cement 2,244 2,759 2,652 Exploration leases — 1 29 Water sales 4,312 4,383 8,033 Reimbursables and other 263 191 902 Total mineral resources revenues $ 9,636 $ 10,214 $ 14,524 Mineral resources expenses Cost of sales of water 3,431 3,555 5,220 Operating expenses 1,307 1,225 1,338 Selling, general and administrative expenses 694 897 753 Depreciation and amortization 1,375 1,375 1,374 Total mineral resources expenses $ 6,807 $ 7,052 $ 8,685 Operating income from mineral resources $ 2,829 $ 3,162 $ 5,839 49 2025 2024 2023 Oil and gas Oil production (barrels) 67,441 83,411 94,780 Average price per barrel $65.00 $76.00 $78.00 Natural gas production (millions of cubic feet) 13,088 20,480 62,000 Average price per thousand cubic feet $1.56 $1.67 $2.87 Blended royalty rate 14.6% 13.4% 13.3% Water Water sold in acre-feet 3,177 3,500 5,145 Average price per acre-foot $1,356 $1,252 $1,561 Cement Tons sold 868,000 1,079,000 1,112,000 Average price per ton $2.58 $2.56 $2.39 Rock/Aggregate Tons sold 1,494,000 1,442,000 1,600,000 Average price per ton $1.46 $1.40 $1.19 Note: Differences between revenues calculated within this table and reported revenues within the previous table are attributed to rounding and the level of precision presented on production units shown. 2025 Operational Highlights: • Revenues from our mineral resources segment decreased $578,000, or 6%, to $9,636,000 in 2025 when compared to $10,214,000 in 2024.
We expect to possibly invest up to $8,591,000 for entitlement and permitting activities, predevelopment activities and land planning design at MV and Grapevine and litigation defense and supplemental recirculated environmental impact report preparation for Centennial. All real estate capital expenditures are inclusive of capitalized interest, payroll and overhead.
We may invest up to $11,142,000 for entitlement and permitting activities, predevelopment activities and land planning design at MV and Grapevine and litigation defense and ongoing entitlement efforts for Centennial. All real estate capital expenditures are inclusive of capitalized interest, payroll and overhead.
The Administrative Agent pays the patronage credit annually in the form of a dividend. As of December 31, 2024, the Company's NLER was in tier 3, or less than 35%, and the applicable interest rate spread was 2.25%. We received partial patronage credit in February 2025 of $420,000 which represents 125 basis points from the primary lender.
The Administrative Agent pays the patronage credit annually in the form of a dividend. As of December 31, 2025, the Company's NLER was in tier 3, or less than 35%, and the applicable interest rate spread was 2.25%.
Lastly, the ranch operations segment consists of game management revenues and ancillary land uses, such as grazing leases and filming. Financial Highlights For 2024, net income attributable to common stockholders was $2,690,000 compared to net income attributed to common stockholders of $3,265,000 in 2023.
Lastly, our ranch operations segment generates revenues from game management activities and ancillary land uses, including grazing leases and filming activities. Financial Highlights For 2025, net income attributable to common stockholders was $75,000 compared to net income attributable to common stockholders of $2,690,000 in 2024.
The actual timing and completion of development is difficult to predict due to the uncertainties of the market. Infrastructure development and marketing activities and costs will continue over several years as we develop our land holdings. We anticipate shorter lead times and more stable prices for materials, with electrical components being a notable exception.
Infrastructure development and marketing activities and costs will continue over several years as we develop our land holdings. We anticipate shorter lead times and more stable prices for materials, with electrical components being a notable exception. We will also continue to evaluate land resources to determine the highest and best uses for our land holdings.
OVERVIEW Our Business We are a diversified real estate development and agribusiness company committed to responsibly using our land and resources to meet the housing, employment, and lifestyle needs of Californians and to create value for our shareholders.
OVERVIEW Our Business We are a diversified real estate development and agribusiness company focused on responsibly utilizing our land resources to meet the housing, employment, and lifestyle needs of Californians while creating long-term shareholder value.
Please refer to Note 1 (Summary of Significant Accounting Policies) in the Notes to Consolidated Financial Statements, which discusses accounting policies that we have selected from acceptable alternatives.
Changes in estimates used in these and other items could have a material impact on our financial statements. Please refer to Note 1 (Summary of Significant Accounting Policies) in the Notes to Consolidated Financial Statements, which discusses accounting policies that we have selected from acceptable alternatives.
The Revolving Credit Facility contains customary events of default, including: failure to make required payments; failure to comply with terms of the Credit Facility; bankruptcy and insolvency.
The Revolving Credit Facility contains customary events of default, including: failure to make required payments; failure to comply with terms of the Credit Facility; bankruptcy and insolvency. The Credit Facility contains other customary terms and conditions, including representations and warranties, which are typical for credit facilities of this type.
Year-Ended December 31, ($ in thousands) 2024 2023 2022 Earnings of unconsolidated joint ventures $ 18,874 $ 11,641 $ 12,662 Interest expense of unconsolidated joint ventures 12,167 9,587 5,834 Operating income of unconsolidated joint ventures 31,041 21,228 18,496 Depreciation and amortization of unconsolidated joint ventures 12,869 10,246 8,648 Net operating income of unconsolidated joint ventures $ 43,910 $ 31,474 $ 27,144 57
Year-Ended December 31, ($ in thousands) 2025 2024 2023 Earnings of unconsolidated joint ventures $ 14,561 $ 18,874 $ 11,641 Interest expense of unconsolidated joint ventures 11,473 12,167 9,587 Operating income of unconsolidated joint ventures 26,034 31,041 21,228 Depreciation and amortization of unconsolidated joint ventures 13,223 12,869 10,246 Net operating income of unconsolidated joint ventures $ 39,257 $ 43,910 $ 31,474 62
Further, our computation of EBITDA and Adjusted EBITDA may not be comparable to similar measures reported by other companies.
Further, our computation of EBITDA and Adjusted EBITDA may not be comparable to similar measures reported by other companies. The following table reconciles EBITDA and Adjusted EBITDA to Net income, the most directly comparable GAAP measure.
Year-Ended December 31, ($ in thousands) 2024 2023 2022 Net income $ 2,688 $ 3,265 $ 15,810 Net income (loss) attributed to non-controlling interest (2) — 2 Interest, net Consolidated interest income (2,273) (2,557) (634) Our share of interest expense from unconsolidated joint ventures 6,165 4,879 2,974 Total interest, net 3,892 2,322 2,340 Income tax expense 976 2,323 7,393 Depreciation and amortization Consolidated 4,885 4,806 4,628 Our share of depreciation and amortization from unconsolidated joint ventures 6,753 5,418 4,618 Total depreciation and amortization 11,638 10,224 9,246 EBITDA 19,196 18,134 34,787 Stock compensation expense 4,182 3,252 2,877 Adjusted EBITDA $ 23,378 $ 21,386 $ 37,664 56 NOI is a non-GAAP financial measure calculated as operating income, the most directly comparable financial measure calculated and presented in accordance with GAAP, excluding general and administrative expenses, interest expense, depreciation and amortization, and gain or loss on sales of real estate.
Year-Ended December 31, ($ in thousands) 2025 2024 2023 Net income $ 71 $ 2,688 $ 3,265 Net loss attributed to non-controlling interest (4) (2) — Interest, net Consolidated interest income (914) (2,273) (2,557) Our share of interest expense from unconsolidated joint ventures 5,793 6,165 4,879 Total interest, net 4,879 3,892 2,322 Income tax expense 1,088 976 2,323 Depreciation and amortization Consolidated 6,014 4,885 4,806 Our share of depreciation and amortization from unconsolidated joint ventures 6,990 6,753 5,418 Total depreciation and amortization 13,004 11,638 10,224 EBITDA 19,046 19,196 18,134 Stock compensation expense 1,711 4,182 3,252 Items impacting comparability: Shareholder activism expense 1 3,399 — — Centennial litigation expense 2 $ 1,100 $ — $ — Adjusted EBITDA $ 25,256 $ 23,378 $ 21,386 1 Represents advisory fees related to shareholder activism matters. 2 Represents legal expenses associated with the Centennial litigation attributable to opposing counsel. 60 NOI is a non-GAAP financial measure calculated as operating income, the most directly comparable financial measure calculated and presented in accordance with GAAP, excluding general and administrative expenses, interest expense, depreciation and amortization, and gain or loss on sales of real estate.
We believe Adjusted EBITDA provides investors relevant and useful information because it permits investors to view income from our operations on an unleveraged basis, before the effects of taxes, depreciation and amortization, and stock compensation expense.
We believe EBITDA and Adjusted EBITDA provide investors relevant and useful information, when reconciled to their most comparable GAAP financial measure, because they permit investors to view income from our operations on an unleveraged basis, before the effects of taxes, depreciation and amortization, and stock compensation expense and other items impacting comparability.
We have historically funded our operations with cash flows from operating activities, investment proceeds, and short-term borrowings from our bank credit facilities. In the past, we have also issued common stock and used the proceeds for capital investment activities.
Our primary sources of liquidity include cash generated from operations, investment proceeds, distributions from our unconsolidated joint venture investments and short-term borrowings from our bank credit facilities. In the past, we have also issued common stock and used the proceeds for capital investment activities.
For further discussion of the farming operations, refer to Item 1 “Business—Farming Operations.” 48 Ranch Operations ($ in thousands) 2024 2023 2022 Ranch operations revenue Game management and other 1 $ 2,844 $ 2,884 $ 2,912 Grazing 2,351 1,623 1,194 Total ranch operations revenues $ 5,195 $ 4,507 $ 4,106 Ranch operation expenses Operating expenses 2,380 2,586 2,312 Compensation expenses 1,494 1,548 1,708 Other expenses 2 990 909 1,004 Total ranch operations expenses $ 4,864 $ 5,043 $ 5,024 Operating income/(loss) from ranch operations $ 331 $ (536) $ (918) 1 Game management and other revenues consist of revenues from hunting, filming, High Desert Hunt Club (a premier upland bird hunting club), and other ancillary activities. 2 The main components of the other expenses included depreciation and amortization expenses. 2024 Operational Highlights: • Revenues from ranch operations increased $688,000, or 15%, from $4,507,000 in 2023 to $5,195,000 in 2024.
For further discussion of the farming operations, refer to Item 1 “Business—Farming Operations.” 52 Ranch Operations ($ in thousands) 2025 2024 2023 Ranch operations revenue Game management and other 1 $ 3,259 $ 2,844 $ 2,884 Grazing 2,220 2,351 1,623 Total ranch operations revenues $ 5,479 $ 5,195 $ 4,507 Ranch operation expenses Operating expenses 4,322 3,833 4,095 Selling, general and administrative expenses 563 649 558 Depreciation and amortization 376 382 390 Total ranch operations expenses $ 5,261 $ 4,864 $ 5,043 Operating income/(loss) from ranch operations $ 218 $ 331 $ (536) 1 Game management and other revenues consist of revenues from hunting, filming, High Desert Hunt Club (a premier upland bird hunting club), and other ancillary activities. 2025 Operational Highlights: • Revenues from ranch operations increased $284,000, or 5%, from $5,195,000 in 2024 to $5,479,000 in 2025.
Other Income Total other income decreased by $438,000, or 18%, from $2,419,000 in 2023 to $1,981,000 in 2024. Investment income recognized on marketable securities decreased by $284,000 due to a decrease in average funds invested. Additionally, the decrease was attributable to the $426,000 employee retention credit received during the first quarter of 2023, which did not reoccur in 2024.
The decrease was primarily attributed to a $1,359,000 reduction in investment income on marketable securities reflecting lower average invested balances during 2025. Total other income decreased by $438,000, or 18%, from $2,419,000 in 2023 to $1,981,000 in 2024. Investment income recognized on marketable securities decreased by $284,000 due to a decrease in average funds invested.
Our business model is designed to create value through the execution of commercial/industrial development, entitlement and development of land for resort/residential uses, and the maximization of earnings from operating assets, while at the same time 40 protecting significant portions of our land for conservation purposes.
Our prime asset is approximately 270,000 acres of contiguous, largely undeveloped land that, at its most southerly border, is 60 miles north of Los Angeles and, at its most northerly border, is 15 miles east of Bakersfield. 43 Our business model is designed to create value through the execution of commercial/industrial development, entitlement and development of land for resort/residential uses, and the maximization of earnings from operating assets, while at the same time protecting significant portions of our land for conservation purposes.
During 2025, we will continue to invest funds towards vertical development within our active commercial and industrial development, including construction on Terra Vista at Tejon, our new multi-family apartment community located immediately adjacent to the Outlets at Tejon at TRCC.
During 2026, we will continue to invest funds towards vertical development within our active commercial and industrial operations at TRCC, including the development of an additional industrial building and related infrastructure. We also expect to continue with lease-up activities at Terra Vista at Tejon, our multifamily apartment community located immediately adjacent to the Outlets at Tejon within TRCC.
The Company believes that net savings from exiting the contract over this future time period will more than offset the incentive payment costs. 54 Estimated water payments include the Nickel water purchase contract, which obligates us to purchase 6,693 acre-feet of water annually through 2044 and SWP contracts with WRMWSD, Tulare Lake Basin Water Storage District, and Dudley-Ridge Water Storage District.
Estimated water payments include the Nickel water purchase contract, which obligates us to purchase 6,693 acre-feet of water annually through 2044 and SWP contracts with WRMWSD, Tulare Lake Basin Water Storage District, and Dudley-Ridge Water Storage District. These contracts for the supply of future water run through 2035.
The increase was primarily attributable to higher stock compensation expense of $1,053,000 over the comparative period. The main components of the 2024 corporate expenses included salaries and compensation expenses of $10,261,000 and other expenses of $831,000. Other expenses include professional services fees, licenses and fees, and depreciation expenses.
The increase was primarily attributable to higher stock compensation expense of $1,053,000 over the comparative period. The main components of the 2024 corporate expenses included general and administrative expenses of $6,578,000, operating and professional service expenses of $4,169,000, and depreciation and amortization of $345,000.
To enhance shareholder value over the long term, we expect to continue to invest funds towards vertical development within our active commercial and industrial development, including construction on Terra Vista at Tejon, our new multi-family apartment community located immediately adjacent to the Outlets at Tejon at TRCC.
To enhance shareholder value over the long term, we expect to continue to invest funds towards vertical development within our active commercial and industrial development.
Offsetting cash outlays were maturities on marketable securities of $134,083,000, distributions from unconsolidated joint ventures of $10,978,000, proceeds from water sales of $1,324,000 and proceeds from the interest rate swap settlement of $3,715,000. Our estimated capital investment for 2025 is primarily related to our real estate projects as it was in 2024.
Offsetting cash outlays were maturities on marketable securities of $92,605,000, distributions from unconsolidated joint ventures of $6,336,000, and CFD reimbursements of $15,745,000. Our estimated capital investment for 2026 is primarily related to our real estate projects as it was in 2025.
We do not provide a guarantee on the $11,793,000 of debt related to our joint venture with TA/Petro. 55 Non-GAAP Financial Measures EBITDA represents earnings before interest, taxes, depreciation, and amortization, a non-GAAP financial measure, and is used by us and others as a supplemental measure of performance.
Non-GAAP Financial Measures EBITDA represents earnings before interest, taxes, depreciation, and amortization, a non-GAAP financial measure, and is used by us and others as a supplemental measure of performance.
The primary commercial/industrial development is TRCC. In 2025, we plan to expand our real estate operations to include residential leasing, further diversifying our portfolio and enhancing long-term recurring revenue streams. The resort/residential real estate development segment is actively involved in the land entitlement and pre-development efforts both internally and through a joint venture.
The addition of multifamily residential leasing further diversifies our portfolio and is expected to enhance long-term recurring revenue streams. Our resort/residential real estate development segment is actively involved in the land entitlement and pre-development activities, both internally and through a joint venture. Our active developments within this segment include Mountain Village, Grapevine, and Centennial.
The primary factor driving the decrease was a reduction in mineral resources segment operating income of $2,677,000, which was largely attributable to limited opportunities to sell water. Additionally, the farming segment operating income decreased by $2,319,000 resulting from the lack of pistachio crop yield in the current year.
Additionally, the farming segment operating income decreased by $2,319,000 resulting from the lack of pistachio crop yield in the current year.
The performance of each reporting segment is discussed below: Real Estate – Commercial/Industrial ($ in thousands) 2024 2023 2022 Commercial/industrial revenues Pastoria Energy Facility Lease $ 4,813 $ 5,089 $ 4,859 TRCC Leasing 1,780 1,702 1,535 TRCC management fees and reimbursements 1,006 1,261 1,431 Commercial leases 665 662 646 Communication leases 2,279 1,079 1,011 Landscaping and other 2,009 1,965 1,237 Land sales — — 29,796 Total commercial/industrial revenues $ 12,552 $ 11,758 $ 40,515 Cost of sales of land $ — $ (176) $ 8,623 Operating expenses 3,453 4,229 3,997 General and administrative expenses 1 3,592 3,146 2,923 Other expenses 2 865 854 813 Total commercial/industrial expenses $ 7,910 $ 8,053 $ 16,356 Operating income from commercial/industrial $ 4,642 $ 3,705 $ 24,159 1 General and administrative expenses included compensation expenses and overheads. 2 The main components of the other expenses included tenant recoverable and depreciation expenses. 2024 Operational Highlights: • Commercial/industrial real estate development segment revenues were $12,552,000 for the twelve months ended December 31, 2024, an increase of $794,000, or 7%, from $11,758,000 in 2023.
The performance of each reporting segment is discussed below: Real Estate – Commercial/Industrial ($ in thousands) 2025 2024 2023 Commercial/industrial revenues Pastoria Energy Facility Lease $ 4,673 $ 4,813 $ 5,089 TRCC Leasing 1,846 1,780 1,702 TRCC management fees and reimbursements 959 1,006 1,261 Commercial leases 627 665 662 Communication leases 1,307 2,279 1,079 Landscaping and other 1,857 2,009 1,965 Land sales 3,737 — — Total commercial/industrial revenues $ 15,006 $ 12,552 $ 11,758 Cost of sales of land $ 1,862 $ — $ (176) Operating expenses 2,451 3,206 4,074 Selling, general and administrative expenses 3,189 4,280 3,687 Depreciation and amortization 500 424 468 Total commercial/industrial expenses $ 8,002 $ 7,910 $ 8,053 Operating income from commercial/industrial $ 7,004 $ 4,642 $ 3,705 2025 Operational Highlights: • Commercial/industrial revenues increased to $15,006,000 for the twelve months ended December 31, 2025, reflecting year-over-year growth of 20%, primarily driven by land sales within TRCC.
We also expect the commercial/industrial segment to continue to experience operating costs, net of amounts capitalized, related to professional service fees, marketing, commissions, and planning costs as we continue to pursue development opportunities.
Through the TRC-DP 1 joint venture formed with Dedeaux Properties, we expect to commence construction of a 510,385 square-foot industrial building during 2026. We also expect the commercial/industrial segment to continue to incur operating costs, net of amounts capitalized, related to professional service fees, marketing, commissions, and planning activities as we pursue additional development opportunities.
The shelf registration allows for efficient and timely access to capital markets and, when combined with our other potential funding sources just noted, provides us with a variety of capital funding options that can then be used and appropriately matched to our funding needs.
The shelf registration allows for efficient and timely access to capital markets and, when combined with our other potential funding sources just noted, provides us with a variety of capital funding options that can then be used and appropriately matched to our funding needs. 58 As noted above, at December 31, 2025, we had $24,894,000 in cash and securities and as of the filing date of this Form 10-K, we had $66,058,000 available on credit lines to meet any short-term liquidity needs.
We are in the preliminary stages of development; hence, no revenues are attributed to this segment for these reporting periods. 2024 Operational Highlights: • In 2024, resort/residential segment expenses increased $1,087,000 to $2,615,000, or 71%, when compared to $1,528,000 in 2023.
We are in the preliminary stages of development; hence, no revenues are attributed to this segment for these reporting periods.
To meet these capital requirements, we may need to secure additional debt financing and continue to renew our existing credit facilities. In addition to debt financing, we will use other capital alternatives, such as joint ventures with financial partners, sales of assets, and/or the issuance of common stock.
In addition to debt financing, we will use other capital alternatives, such as joint ventures with financial partners, sales of assets, and/or the issuance of common stock. As we move into 2026, we will be evaluating various options for funding the potential start of development projects.
The resort/residential segment will continue to incur costs in the future related to professional service fees, public relations costs, and staffing costs as we continue to go forward with permitting and pre-development activities for the above communities.
The resort/residential segment will continue to incur costs related to professional service fees, public relations, and staffing as we advance permitting and pre-development activities in the MV, Grapevine, and Centennial communities. These expenses are expected to remain consistent with current levels in the near term, increasing only as individual projects transition into active development.
In addition, there are other items within our financial statements that require estimation, but are not deemed critical as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements.
Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors and the Audit Committee has reviewed the foregoing disclosure. In addition, there are other items within our financial statements that require estimation, but are not deemed critical as defined above.
All other outstanding debt attributed to our joint ventures have met their respective debt covenants hence not subject to an effective guarantee at December 31, 2024.
All other outstanding debt attributed to our joint ventures have met their respective debt covenants and therefore were not subject to an effective guarantee at December 31, 2025. The $11,030,000 of debt related to our joint venture with TA/Petro does not require a guarantee from the joint venture or its members.
The decrease in expenses is primarily attributed to lower property tax expense, partially offset by higher insurance cost and general and administrative expenses over the comparative period. 2023 Operational Highlights: • Commercial/industrial real estate development segment revenues were $11,758,000 for the twelve months ended December 31, 2023, a decrease of $28,757,000, or 71%, from $40,515,000 in 2022.
The above mentioned increase was partially offset by reductions in both operating expenses and general and administrative expenses during the period. 2024 Operational Highlights: • Commercial/industrial real estate development segment revenues were $12,552,000 for the twelve months ended December 31, 2024, an increase of $794,000, or 7%, from $11,758,000 in 2023.
For 2023, net income attributable to common stockholders was $3,265,000 compared to net income attributed to common stockholders of $15,808,000 in 2022. The primary factor driving the decrease was the absence of land sales in 2023 within the commercial/industrial segment, contributing to a $20,454,000 decrease in segment operating profits.
For 2024, net income attributable to common stockholders was $2,690,000 compared to net income attributed to common stockholders of $3,265,000 in 2023. The primary factor driving the decrease was a reduction in mineral resources segment operating income of $2,677,000, which was largely attributable to limited opportunities to sell water.
The timing of sales and leases within our development projects is difficult to predict due to the time necessary to complete the development process and negotiate sales or lease contracts. Often, the timing aspect of land development can lead to particular years or periods having more or less earnings than comparable periods.
Development timelines, market conditions, and the time required to negotiate transactions can cause variability in reported results across periods. Often, the timing aspect of land development can lead to particular years or periods having more or less earnings than comparable periods.
The final amount of the incentive fees will not be finalized until the future payment dates.
The final amount of the incentive fees will not be finalized until the future payment dates. The Company believes that net savings from exiting the contract over this future time period will more than offset the incentive payment costs.
As we move into 2025, we will be evaluating various options for funding the potential start of development projects. There is no assurance that we can obtain financing or that we can obtain financing at favorable terms.
There is no assurance that we can obtain financing or that we can obtain financing at favorable terms.
These costs are expected to remain consistent with current levels of expense with any variability in the future tied to specific absorption transactions in any given year and near-term inflation, tariff and trade impacts. TCWD water assessments vary depending on water availability and variable costs of delivering the water.
These costs are expected to remain generally consistent with current levels, with variability in future periods driven primarily by the timing of specific absorption transactions, near-term inflationary pressures, and tariff and trade policy impacts. The actual timing and completion of development are difficult to predict due to the uncertainties of the market.
The decrease was primarily due to lower water cost of sales recognized of $1,665,000. 2023 Operational Highlights: • Revenues from our mineral resources segment decreased $7,071,000, or 33%, to $14,524,000 in 2023 when compared to $21,595,000 in 2022. The decrease is primarily attributed to lower water sales revenue of $6,625,000.
The decrease was primarily attributable to lower oil and natural gas production volumes and pricing, along with reduced cement sales volumes. • Mineral resources expenses decreased $245,000, or 3%, to $6,807,000 in 2025 when compared to $7,052,000 in 2024, reflecting lower cost of sales associated with reduced water sales. 2024 Operational Highlights: • Revenues from our mineral resources segment decreased $4,310,000, or 30%, to $10,214,000 in 2024 when compared to $14,524,000 in 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+0 added−0 removed7 unchanged
Biggest changeInterest Rate Sensitivity Financial Market Risks Principal Amount by Expected Maturity At December 31, 2023 (In thousands except percentage data) 2024 2025 2026 2027 2028 Thereafter Total Fair Value Assets: Marketable securities $32,576 $— $— $— $— $— $32,576 $32,556 Weighted average interest rate 5.27% —% —% —% —% —% 5.27% Liabilities: Revolving line-of-credit $— $— $— $— $— $47,942 $47,942 $47,942 Weighted average interest rate 1 S+2.25% S+2.25% S+2.25% S+2.25% S+2.25% S+2.25% S+2.25% 1 The effective interest rate on this line of credit is SOFR plus a margin of 2.25%, and the rate was 7.59% as of December 31, 2023, before patronage.
Biggest changeInterest Rate Sensitivity Financial Market Risks Principal Amount by Expected Maturity At December 31, 2025 (In thousands except percentage data) 2026 2027 2028 2029 2030 Thereafter Total Fair Value Assets: Marketable securities $14,598 $758 $— $— $— $— $15,356 $15,370 Weighted average interest rate 3.89% 4.52% —% —% —% —% 3.92 % Liabilities: Revolving line-of-credit $— $— $— $93,942 $— $— $93,942 $93,942 Weighted average interest rate 1 S+2.25% S+2.25% S+2.25% S+2.25% S+2.25% S+2.25% S+2.25% 1 The effective interest rate on this line of credit is SOFR plus a margin of 2.25%, and the rate was 6.15% as of December 31, 2025, before patronage.
Based on historical experience with our current customers, and periodic credit evaluations of our customers’ financial conditions, we believe our credit risk is minimal. Market risk related to our farming inventories is discussed below in the section pertaining to commodity price exposure. 58 The following tables provide information about our financial instruments that are sensitive to changes in interest rates.
Based on historical experience with our current customers, and periodic credit evaluations of our customers’ financial conditions, we believe our credit risk is minimal. Market risk related to our farming inventories is discussed below in the section pertaining to commodity price exposure. 63 The following tables provide information about our financial instruments that are sensitive to changes in interest rates.
To achieve this objective and limit interest rate exposure, we limit our investments to securities with a maturity of less than five years and an investment grade rating from Moody’s or Standard and Poor’s. See Note 3 (Marketable Securities) of the Notes to Consolidated Financial Statements. Our current RCL has a $66,942,000 outstanding balance.
To achieve this objective and limit interest rate exposure, we limit our investments to securities with a maturity of less than five years and an investment grade rating from Moody’s or Standard and Poor’s. See Note 3 (Marketable Securities) of the Notes to Consolidated Financial Statements. Our current RCL has a $93,942,000 outstanding balance.
Commodity Price Exposure As of December 31, 2024, we have exposure to adverse price fluctuations associated with certain inventories and accounts receivable. Farming inventories consist of farming cultural and processing costs related to 2024 and 2023 crop production. The farming costs inventoried are recorded as actual costs are incurred.
Commodity Price Exposure As of December 31, 2025, we have exposure to adverse price fluctuations associated with certain inventories and accounts receivable. Farming inventories consist of farming cultural and processing costs related to 2025 and 2024 crop production. The farming costs inventoried are recorded as actual costs are incurred.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 59
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 64
Of the $7,916,000 in outstanding receivables at December 31, 2024, no receivables were at risk for changing prices as there was no pistachio yield in 2024. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The response to this Item is submitted in a separate section of this Form 10-K. ITEM 9.
Of the $9,389,000 in outstanding receivables at December 31, 2025, $4,062,000 receivables were at risk for changing prices. Over the previous three years, pistachio prices have fluctuated between $1.62 to $1.93. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The response to this Item is submitted in a separate section of this Form 10-K. ITEM 9.

Other TRC 10-K year-over-year comparisons