American Realty Investors (NYSE: ARL) 2025 director and auditor votes

Rhea-AI Filing Summary

American Realty Investors, Inc. filed an amendment describing the results of its December 10, 2025 Annual Meeting of Stockholders and correcting a typographical error in a report filed December 12, 20205. On the November 3, 2025 record date, 16,152,043 common shares were outstanding, and proxies representing at least 15,698,093 shares, or 97.2% of those shares, were present, establishing a quorum.

Stockholders elected all five director nominees: Henry A. Butler, William J. Hogan, Robert A. Jakuszewski, Fernando V. Lara Celis, and Ted R. Munselle, each receiving over 15.1 million votes “for” and approximately 176,000–198,000 votes “withheld,” with 393,910 broker non-votes on each director proposal. Stockholders also ratified the appointment of Farmer, Fuqua & Huff, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 15,617,234 votes for, 80,618 against, and 241 abstentions. At the Board meeting on December 11, 2025, Henry A. Butler was re-elected Chairman and Ted R. Munselle was re-appointed Presiding Director.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 12, 2025

American Realty Investors, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-15663

75-2847135

(State or other jurisdiction of  Incorporation or organization)

(Commission File Number)

(IRS Employer Identification Number)

1603 LBJ Freeway,

Suite 800

Dallas

TX

75234

(Address of principal executive offices)

(Zip Code)

(469) 522-4200

Registrant’s Telephone Number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 ☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐  Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 230.425)

 ☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Securities Act (17 CFR 240.14d-2(b))

 ☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 240.413e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			ARL			NYSE

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ((17 CFR 230.405 of or Rule 12b-2 of the Securities Act of 1934 (17 CFR 230.405):

☐  Emerging growth company

If an emerging growth company indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

The original filing on Form 8-K filed December 12, 20205 contained a typographical error which this amendment seeks to correct.

Section 5 – Corporate Governance and Management

Item 5.07 – Submission of Matters to the Vote of Security Holders

On December 10, 2025, the Annual Meeting of Stockholders of American Realty Investors, Inc. (“ARL” or the “Issuer” or the “Registrant”) was held, following a solicitation of proxies, pursuant to a Notice of Annual Meeting and related Proxy Statement, dated November 4, 2025, distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. On the record date of November 3, 2025, a total of 16,152,043 shares of Common Stock were outstanding, with each share entitled to cast one vote.

At the meeting, proxies representing at least 15,698,093 shares (97.2%% of the outstanding) appeared and were cast, thereby establishing a quorum present in person or by proxy. It was noted that, of the 16,152,043 outstanding shares of Common Stock, 7,261,561 shares are held in DTC/CEDE accounts on the Record Date.

At the Annual Meeting, which involved the election of directors, the following named persons received the number of votes cast for, against or withheld, as well as the number of abstention and broker non-votes:

Name						For						Against						Withheld						Abstention						Broker Non-Votes
Henry A. Butler						15,216,520						—						87,663						—						393,910
William J. Hogan						15,125,497						—						178,686						—						393,910
Robert A. Jakuszewski						15,105,464						—						198,719						—						393,910
Fernando V. Lara Celis						15,125,653						—						178,530						—						393,910
Ted R. Munselle						15,108,495						—						195,688						—						393,910

All of the nominees named above, each of which is currently a director of the Registrant, were elected at such Annual Meeting.

The only other matter presented at the Annual Meeting was the ratification of the appointment of Farmer, Fuqua & Huff, P.C. as the independent registered public accounting firm for the Registrant for the fiscal year ending December 31, 2025, and any interim period. A total of 15,617,234 votes were cast FOR, 80,618 votes were cast AGAINST, and 241 votes ABSTAINED from voting with respect to such proposal. There were no broker non-votes.

The Annual Meeting of the Board of Directors was held on the following day, December 11, 2025. At such meeting, Henry A. Butler was re-elected Chairman of the Board and Ted R. Munselle was re-appointed as the Presiding Director.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

						AMERICAN REALTY INVESTORS, INC.
Dated: December 29, 2025			By:			/s/ ERIK L. JOHNSON
						Erik L. Johnson
						President and Chief Executive Officer

FAQ

What did American Realty Investors (ARL) report in this 8-K/A?

American Realty Investors reported the final voting results of its December 10, 2025 Annual Meeting of Stockholders and noted that this amendment corrects a typographical error in a prior report filed December 12, 20205.

How many American Realty Investors (ARL) shares were eligible and represented at the 2025 annual meeting?

As of the November 3, 2025 record date, 16,152,043 shares of common stock were outstanding and entitled to vote. Proxies representing at least 15,698,093 shares, or 97.2% of the outstanding shares, were present, establishing a quorum.

Which directors were elected at American Realty Investors’ 2025 annual meeting?

Stockholders elected all five nominees as directors: Henry A. Butler, William J. Hogan, Robert A. Jakuszewski, Fernando V. Lara Celis, and Ted R. Munselle. Each received more than 15.1 million votes “for” and roughly 176,000–198,000 votes “withheld,” along with 393,910 broker non-votes for each nominee.

What accounting firm did American Realty Investors stockholders ratify for 2025?

Stockholders ratified the appointment of Farmer, Fuqua & Huff, P.C. as American Realty Investors’ independent registered public accounting firm for the fiscal year ending December 31, 2025, with 15,617,234 votes for, 80,618 against, and 241 abstentions, and no broker non-votes.

What board leadership decisions followed American Realty Investors’ 2025 annual meeting?

At the Board of Directors meeting on December 11, 2025, the Board re-elected Henry A. Butler as Chairman of the Board and re-appointed Ted R. Munselle as Presiding Director.

Why did American Realty Investors file an amendment instead of a new annual meeting report?

The company stated that the original report filed December 12, 20205 contained a typographical error, and this amendment was filed specifically to correct that error while restating the annual meeting voting results.