American Realty Investors (NYSE: ARL) shareholders back directors and 2025 audit firm

Rhea-AI Filing Summary

American Realty Investors, Inc. held its Annual Meeting of Stockholders on December 10, 2025. There were 16,152,043 common shares outstanding as of the record date, and proxies representing at least 15,698,093 shares, or about 97.2% of shares outstanding, were present, establishing a strong 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 in favor and no votes reported against, with modest abstentions and broker non-votes.

Investors also approved the ratification of Farmer, Fuqua & Huff, P.C. as the company’s 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, signaling continuity in the company’s leadership and governance structure.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) 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. ☐

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 , as well as the number of abstention and broker non-votes:

Name						For						Against						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 12, 2025			By:			/s/ ERIK L. JOHNSON
						Erik L. Johnson
						President and Chief Executive Officer

FAQ

What did American Realty Investors, Inc. (ARL) stockholders vote on at the 2025 annual meeting?

Stockholders of American Realty Investors, Inc. (ARL) voted on the election of five directors and the ratification of Farmer, Fuqua & Huff, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

How many ARL shares were eligible to vote and how many were represented at the 2025 annual meeting?

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

Were the director nominees of American Realty Investors, Inc. re-elected in 2025?

Yes. All five nominees – Henry A. Butler, William J. Hogan, Robert A. Jakuszewski, Fernando V. Lara Celis, and Ted R. Munselle – were elected, each receiving over 15.1 million votes for, no votes reported against, and a relatively small number of abstentions and broker non-votes.

Was ARL’s independent auditor ratified for the 2025 fiscal year?

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

What leadership decisions did the ARL Board make following the 2025 annual meeting?

At the Board of Directors meeting on December 11, 2025, Henry A. Butler was re-elected as Chairman of the Board and Ted R. Munselle was re-appointed as the Presiding Director, maintaining continuity in the company’s board leadership.

How many ARL shares were held in DTC/CEDE accounts on the 2025 record date?

Of the 16,152,043 outstanding ARL common shares on the November 3, 2025 record date, 7,261,561 shares were held in DTC/CEDE accounts.