Core Viewpoint - Centene Corporation received an unsolicited "mini-tender" offer from TRC Capital Investment Corporation to purchase up to 4 million shares at $24.75 per share, which is below the current market price [1][2] Group 1: Company Response - Centene recommends that stockholders reject TRC's offer and evaluate the current market price of their shares, advising consultation with financial advisors [2] - The company urges investors to be cautious with mini-tender offers, as they may lead to selling securities at below-market prices [2] Group 2: Offer Details - TRC's offer is set to expire on September 4th, 2025, and may be extended [1] - Investors who have already tendered their shares can withdraw them by providing written notice before the expiration of the offer [3] Group 3: Company Overview - Centene Corporation is a Fortune 500 company focused on providing integrated healthcare services, particularly to under-insured and uninsured individuals [4] - The company serves over 1 in 15 individuals in the U.S., including Medicaid and Medicare members, and offers affordable healthcare products [4]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-07183 TEJON RANCH CO. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporatio ...

Core Insights - Tejon Ranch Co. reported financial results for the second quarter and first half of 2025, highlighting a focus on disciplined execution and long-term growth despite a net loss due to one-time proxy contest costs [2][10] - The company experienced positive momentum in adjusted EBITDA and farming revenues, with a commitment to enhancing shareholder value through operational efficiency and strategic investments [2][11] Financial Performance - For Q2 2025, the company reported a GAAP net loss of $1.7 million, compared to a net income of $1.0 million in Q2 2024, primarily due to $2.3 million in consulting fees related to a contested board election [5][10] - Revenues for Q2 2025 were $11.1 million, up from $9.0 million in Q2 2024, driven by a $2.6 million increase in the real estate commercial/industrial segment [5][10] - Adjusted EBITDA for Q2 2025 was $5.7 million, an increase from $5.1 million in Q2 2024 [6] Leasing and Occupancy - As of June 30, 2025, the TRCC industrial portfolio was 100% leased, while the commercial/retail portfolio was 95% occupied [5] - The Outlets at Tejon maintained a strong performance with 91% occupancy [5] - The first multifamily residential development, Terra Vista at Tejon, opened with 49% of the 84 delivered units leased as of June 30, 2025 [5] Year-to-Date Results - For the first six months of 2025, the company reported a net loss of $3.2 million compared to a net income of $43,000 in the same period of 2024 [10] - Year-to-date revenues were $20.7 million, up from $18.6 million in the first half of 2024, with the real estate commercial/industrial segment revenue increasing by 43% [10] - Adjusted EBITDA for the first six months of 2025 was $8.6 million, compared to $7.3 million in the same period of 2024 [10] Capitalization and Liquidity - As of June 30, 2025, total capitalization was approximately $648.4 million, with a debt to total capitalization ratio of 29.7% [9][34] - The company had total liquidity of $98.1 million, including cash, securities, and available credit [9] Market Outlook - The company plans to continue pursuing commercial/industrial and multifamily development, with a focus on strategic investments in residential projects [11] - External factors such as commodity prices and regulatory challenges in California may impact future net income [12][17]

Core Viewpoint - Public Service Enterprise Group (PSEG) has received an unsolicited mini-tender offer from TRC Capital Investment Corporation to purchase up to 1.5 million shares at $80.60 per share, which is below the current market price [1][2]. Group 1: Mini-Tender Offer Details - TRC Capital Investment's offer price of $80.60 is approximately 4.51% lower than PSEG's closing share price of $84.41 on July 21, 2025, and about 9.4% lower than the $88.97 closing price on August 1, 2025 [1]. - The offer represents approximately 0.3% of PSEG's outstanding shares as of the offer date [1]. - The offer is scheduled to expire at 12:00 a.m. Eastern Time on August 20, 2025, but TRC Capital Investment may extend the offering period at its discretion [2]. Group 2: PSEG's Position - PSEG is not associated with TRC Capital Investment and recommends that shareholders do not tender their shares due to the offer being below market price and subject to various conditions [2]. - Shareholders who have already tendered their shares can withdraw them at any time before the offer expires [2]. Group 3: Regulatory Context - Mini-tender offers, like the one from TRC Capital, seek to acquire less than 5% of a company's shares, allowing them to avoid many SEC disclosure and procedural requirements [3]. - The SEC has warned investors that some bidders may make mini-tender offers at below-market prices, hoping to catch investors off guard [4]. Group 4: Company Overview - PSEG operates New Jersey's largest transmission and distribution utility, serving approximately 2.4 million electric and 1.9 million natural gas customers [6]. - The company owns a fleet of 3,758 MW of carbon-free, baseload nuclear power generating units in New Jersey and Pennsylvania [6]. - PSEG is a member of the S&P 500 Index and has been recognized in the Dow Jones Sustainability North America Index for 17 consecutive years [6].

WELLINGTON, Fla., July 24, 2025 /PRNewswire/ -- Strathmore Capital, Inc. ("Strathmore" or "we"), a long-term shareholder of Tejon Ranch Co. (NYSE:TRC) ("Tejon"), today issued the following letter urging Tejon's Board of Directors to Enable CEO Matthew Walker to Significantly Reduce G&A and Prioritize Free Cash Flow Production.Dear Tejon Ranch Board of Directors,Strathmore Capital, a long-term TRC shareholder, commends CEO Matthew Walker's recent decision to appoint an existing employee as interim CFO, a pru ...

Recent Form 8-K Filing Indicates that Tisch and Bielli Led Board Has Learned Nothing about Disclosure and Transparency from the Company's Recent Proxy FightUrges Tejon Ranch's Board of Directors to Disclose Full Details Surrounding Brett Brown's Departure  Calls on Tejon's Independent Directors to Follow the Recommendations of Leading Proxy Advisory Firms in Adopting PFS Trusts Shareholder Proposal that Received 49.3% of the Vote PALO ALTO, Calif., July 16, 2025 /PRNewswire/ -- Glenbrook Capital Management ...

Core Viewpoint - The California Court of Appeals upheld a previous ruling regarding Tejon Ranch Company's Centennial development, affirming that the company prevailed on 20 out of 23 trial court items, while the company plans to collaborate with Los Angeles County to advance the project for regional benefit and shareholder value [2][3]. Company Overview - Tejon Ranch Co. is a diversified real estate development and agribusiness company with a principal asset of 270,000 acres located approximately 60 miles north of Los Angeles and 30 miles south of Bakersfield [5]. Centennial Development - Centennial at Tejon Ranch is a proposed master-planned, mixed-use community covering approximately 12,000 acres, designed to be one of California's most sustainable communities, with plans for up to 19,333 homes, including over 3,000 affordable units [6]. - The development aims to address urgent needs for housing, jobs, and open space preservation in Los Angeles County [3][4]. Strategic Positioning - The company has a long history of navigating California's complex land use processes and expresses confidence in advancing the Centennial project to generate value for shareholders while providing housing and job opportunities [4].

Core Viewpoint - Glenbrook Capital Management urges Tejon Ranch Co.'s Board to implement a shareholder proposal allowing shareholders with 10% ownership to call a special meeting, highlighting significant shareholder support and questioning the timing of a recent $200 million shelf offering [1][2][4]. Group 1: Shareholder Proposal - Glenbrook emphasizes that over 49% of shareholders supported the Special Meeting Proposal at the Annual Meeting, despite Tejon spending over $3 million to oppose it [2][3]. - The proposal's failure was attributed to the stock awarded to Board members, indicating a disconnect between the Board's interests and those of public shareholders [3]. Group 2: Board Conduct and Shareholder Relations - Glenbrook criticizes the current Board's lack of transparency and hostility, contrasting it with the hope for a more open approach from independent directors [2]. - The election of Andrew Dakos at the Annual Meeting is seen as a sign of shareholder discontent with the Board's actions [2]. Group 3: Concerns Over Recent Offering - The $200 million shelf offering filed shortly after the Annual Meeting raises concerns about potential dilution of public shareholders, especially given Tejon's history of insider purchases in rights offerings [4]. - Glenbrook questions whether this offering is an attempt to alter shareholder dynamics before the next Annual Meeting, given the timing and lack of prior notice to shareholders [4].

Core Points - TRC Capital Investment Corporation has made an unsolicited "mini-tender" offer to purchase up to 4 million shares of AT&T common stock at a price of $26.38 per share, expiring on June 3, 2025, unless extended [1] - AT&T advises shareholders to reject this offer as it is below the current trading price of its common stock and warns that TRC may extend the offer and delay payment [2] - The SEC has issued an alert regarding mini-tender offers, indicating that they can catch investors off guard and may lead to selling securities at below-market prices [3] Company Information - AT&T serves over 100 million U.S. families and nearly 2.5 million businesses, providing services from traditional phone calls to advanced 5G wireless and multi-gig internet offerings [5]

Core Viewpoint - Tejon Ranch Company has successfully re-elected the majority of its Board of Directors and welcomed Andrew Dakos, reflecting shareholder confidence in the company's long-term strategy and commitment to maximizing asset value [1][2][4][6]. Group 1: Board Election Results - Tejon Ranch shareholders voted to re-elect Steven Betts, Gregory Bielli, Denise Gammon, Anthony Leggio, Jeffrey McCall, Norman Metcalfe, Eric Speron, Daniel Tisch, and Kenneth Yee, while also electing Andrew Dakos to the Board [1]. - The election results indicate strong support for the existing Board, reaffirming their experience and strategic vision [2][3]. Group 2: Company Strategy and Future Outlook - The company emphasizes its commitment to successful land entitlement and master-planned community development, aiming to unlock the full potential of its assets [2][4]. - Andrew Dakos expressed belief that Tejon Ranch's stock is undervalued and looks forward to collaborating with the Board to enhance shareholder value [6]. Group 3: Company Background - Tejon Ranch Co. is a diversified real estate development and agribusiness company, holding approximately 270,000 acres of land located about 60 miles north of Los Angeles and 30 miles south of Bakersfield [7].