[Form 4] Income Opportunity Realty Investors, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Income Opportunity Realty Investors, Inc. (IOR) – Form 4 insider activity

Transcontinental Realty Investors, Inc., a 10% owner and director of IOR, disclosed six open-market purchases of the issuer’s common stock between 06/02/2025 and 06/23/2025. Each trade was executed at a consistent price of $17.90 per share.

• Total shares purchased: 184.
• Aggregate cash outlay: $3,293.60 (184 × $17.90).
• Post-transaction beneficial ownership: 3,435,406 shares, held directly.

The incremental purchases increased the reporting person’s stake by approximately 0.005% relative to its disclosed holding at the start of the period, suggesting the transactions were signal-oriented rather than intended to materially alter ownership. No derivative securities were reported, and all transactions were classified under code “P” for open-market purchases. The filing was signed by Erik L. Johnson, President & CEO of Transcontinental Realty Investors, on 07/03/2025.

Because the volume is immaterial compared with the owner’s existing 3.4 million-share position, the market impact is expected to be limited; however, continued buying by a control shareholder can be viewed positively as it indicates ongoing confidence in IOR’s equity at the stated price level.

Positive

• Insider confidence signal: 10% owner increased holdings through open-market purchases at $17.90, indicating belief in the stock’s value.

Negative

• Immaterial volume: 184 shares represent only ~0.005% of the owner’s stake, limiting the transaction’s practical market significance.

Insights

Financial Analyst

TL;DR: Small open-market buys by 10% owner show confidence but are not size-able enough to shift valuation.

The filing reveals that Transcontinental Realty Investors incrementally added 184 IOR shares for just under $3.3 k. While insider purchases usually carry a favorable signal, the purchase volume is de minimis—roughly 0.005% of the owner’s existing 3.4 M shares and negligible versus IOR’s public float. There are no derivative positions, amendments, or special conditions noted. From a valuation standpoint, such minor accumulation is unlikely to meaningfully influence supply–demand dynamics or earnings outlook. Investors might interpret it as a marginal vote of confidence in the current $17.90 price range, but the transaction does not alter the investment thesis or risk profile.

Corporate Governance Specialist

TL;DR: Routine Form 4; compliance clean, no red flags or control-related concerns.

The Form 4 is timely, carries the required manual signature, and lists the filer appropriately as both director and 10% owner. The use of Rule 10b5-1 safe-harbor box is unchecked, indicating discretionary trades. No unusual structures—such as indirect ownership shifts or complex derivatives—appear, and the ownership form remains direct. Overall, the filing demonstrates standard governance practices with transparent disclosure of even very small trades. Impact on governance risk assessment: neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

TRANSCONTINENTAL REALTY INVESTORS INC

(Last) (First) (Middle)

1603 LBJ FREEWAY

SUITE 800

(Street)

DALLAS TX 75234

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INCOME OPPORTUNITY REALTY INVESTORS INC /TX/ [ IOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	06/02/2025		P		77(1)	A	$17.9	3,435,299	D
Common Stock, par value $0.01 per share	06/10/2025		P		22(1)	A	$17.9	3,435,321	D
Common Stock, par value $0.01 per share	06/11/2025		P		22(1)	A	$17.9	3,435,343	D
Common Stock, par value $0.01 per share	06/12/2025		P		28(1)	A	$17.9	3,435,371	D
Common Stock, par value $0.01 per share	06/16/2025		P		7(1)	A	$17.9	3,435,378	D
Common Stock, par value $0.01 per share	06/23/2025		P		28(1)	A	$17.9	3,435,406	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. open market purchase

	Transcontinental Realty Investors, Inc.	07/03/2025
	By: Erik L. Johnson, President and Chief Executive Officer	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many IOR shares did Transcontinental Realty Investors buy?

They purchased 184 common shares across six transactions.

What price did the insider pay for IOR stock?

Each transaction was executed at $17.90 per share.

What is Transcontinental Realty Investors’ total IOR ownership after the trades?

The filing reports 3,435,406 shares held directly.

When were the insider purchases of IOR shares made?

Trades occurred on 06/02, 06/10, 06/11, 06/12, 06/16, and 06/23 of 2025.

Did the filing report any derivative securities?

No; Table II is empty, indicating no derivative positions were involved.

Was the transaction under a Rule 10b5-1 plan?

The 10b5-1 checkbox is unchecked, so trades were not under a pre-arranged plan.