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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): March 12, 2026
Income Opportunity Realty Investors, Inc.
(Exact name of registrant as specified in its charter)
|
Nevada |
|
001-14784 |
|
75-2615944 |
| (State or other jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. 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 Exchange
Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-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 |
|
IOR |
|
NYSE American |
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 2 – Financial Information
Item 2.02. Results of Operations and Financial Condition
On March 12, 2026, Income Opportunity Realty Investors,
Inc. (“IOR” or the “Company”) announced its operational results for the quarter ended December 31, 2025.
A copy of the announcement is attached as Exhibit “99.1.”
The information furnished pursuant to Item 2.02 in
this Form 8-K, including Exhibit “99.1” attached hereto, shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless we specifically incorporate
it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. We undertake no duty or obligation
to publicly update or revise the information furnished pursuant to Item 2.02 of this Current Report on Form 8-K.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
| |
(d) |
Exhibits. |
| |
|
|
| |
|
The following exhibit is furnished with this Report: |
| |
|
|
| |
|
Exhibit No. |
|
Description |
|
| |
|
99.1* |
|
Press release dated March 12, 2026 |
|
| |
|
|
|
|
|
| |
|
* Furnished herewith |
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.
| Dated: March 12, 2026 |
INCOME OPPORTUNITY REALTY INVESTORS, INC. |
| |
|
| |
By: |
/s/ ERIK L. JOHNSON |
|
| |
|
Erik L. Johnson |
| |
|
President and Chief Executive Officer |
Income Opportunity Realty Investors, Inc. 8-K
Exhibit 99.1
| NEWS RELEASE |
|
Contact: |
| |
|
Income Opportunity Realty Investors, Inc.
Investor Relations |
| FOR IMMEDIATE RELEASE |
|
Erik Johnson (469) 522-4200
investor.relations@incomeopp-invest.com |
Income Opportunity Realty Investors, Inc. reports
Earnings for Quarter Ended December 31, 2025
DALLAS (March 12, 2026) -- Income Opportunity
Realty Investors, Inc. (NYSE American:IOR) is reporting its results of operations for the quarter ended December 31, 2025. For the
three months ended December 31, 2025, we reported net income attributable to common shares of $1.0 million or $0.25 per diluted share
compared to a net income of $1.1 million or $0.27 per share for the same period in 2024. Our decrease in net income is attributable to
a decrease in interest income offset in part by an increase in advisory fees.
About Income Opportunity Realty Investors, Inc.
Income Opportunity Realty Investors, Inc., a Dallas-based
real estate investment company, currently holds a portfolio of notes receivable. The Company invests in real estate through direct equity
ownership and partnerships. For more information, visit the Company’s website at www.incomeopp-realty.com.
INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
| | |
Three Months Ended
December 31, | |
Twelve Months Ended
December 31, |
| | |
2025 | |
2024 | |
2025 | |
2024 |
| Revenues: | |
| |
| |
| |
|
| Other income | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
| Expenses: | |
| | | |
| | | |
| | | |
| | |
| General and administrative | |
| 75 | | |
| 74 | | |
| 280 | | |
| 304 | |
| Advisory fee to related party | |
| 26 | | |
| 32 | | |
| 103 | | |
| 108 | |
| Total operating expenses | |
| 101 | | |
| 106 | | |
| 383 | | |
| 412 | |
| Net operating loss | |
| (101 | ) | |
| (106 | ) | |
| (383 | ) | |
| (412 | ) |
| Interest income from related parties | |
| 1,337 | | |
| 1,514 | | |
| 5,434 | | |
| 6,299 | |
| Income tax provision | |
| (260 | ) | |
| (295 | ) | |
| (1,061 | ) | |
| (1,236 | ) |
| Net income | |
$ | 976 | | |
$ | 1,113 | | |
$ | 3,990 | | |
$ | 4,651 | |
| | |
| | | |
| | | |
| | | |
| | |
| Earnings per share | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
$ | 0.25 | | |
$ | 0.27 | | |
$ | 0.98 | | |
$ | 1.14 | |
Weighted average common shares used in computing
earnings per share | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
| 4,066,178 | | |
| 4,070,327 | | |
| 4,066,178 | | |
| 4,080,369 | |
