Income Opport SEC Filings

Transcontinental Realty Investors, Inc., a more than 10% owner of Income Opportunity Realty Investors Inc. (IOR), reported a series of open market purchases of IOR common stock. On multiple dates in October 2025, it bought small blocks of shares at prices between $17.75 and $17.80 per share, including 11 shares on October 2, 150 shares on October 7, 2 shares on October 22, 173 shares on October 28, 3 shares on October 29, and 41 shares on October 31. Following these transactions, Transcontinental Realty Investors, Inc. beneficially owned 3,435,473 IOR common shares, held directly.

Income Opportunity Realty Investors (IOR) reported Q3 2025 results. Net income was $1.03 million with EPS of $0.25, compared with $1.20 million and $0.29 a year ago. Interest income from related parties was $1.40 million versus $1.61 million last year, while operating expenses remained modest (G&A $63 thousand, advisory fee $27 thousand). For the first nine months, net income totaled $3.01 million and EPS $0.74 (vs. $3.54 million and $0.87).

The balance sheet remains simple and equity-heavy: total assets were $124.9 million, largely $113.7 million in receivables from related parties and $11.1 million in related-party notes; cash was $6 thousand. Shareholders’ equity was $124.9 million. The company has an authorized repurchase program for 1,650,000 shares; 1,136,997 have been bought to date and 513,003 may still be purchased. As of November 6, 2025, 4,066,178 common shares were outstanding.

Income Opportunity Realty Investors, Inc. filed a current report stating that it announced its operational results for the quarter ended September 30, 2025. The company released these results through a press release dated November 6, 2025, which is included as Exhibit 99.1 to the report. The information about the quarter’s performance is being furnished rather than filed, meaning it is provided for disclosure purposes but is not automatically subject to certain liability provisions under federal securities laws unless later incorporated by reference into another filing.

Income Opportunity Realty Investors, Inc. (IOR) will hold its Annual Meeting on December 10, 2025, in Dallas, to elect four directors and ratify the selection of the independent registered public accounting firm, along with any other proper business.

Stockholders of record as of October 30, 2025 may vote; 4,066,178 shares were outstanding on that date, each entitled to one vote. A quorum requires the presence (in person or by proxy) of at least 2,033,090 votes. Directors are elected by a plurality of votes cast, while auditor ratification requires a majority of shares represented and entitled to vote.

One entity held approximately 84.5% of outstanding shares as of the record date and has advised it intends to vote in favor of both proposals. The Board recommends voting FOR the director slate and FOR auditor ratification. The Audit Committee reported meeting five times in 2024; audit fees were $55,200 in 2024 and $47,750 in 2023.

Income Opportunity Realty Investors (IOR) reported insider open‑market purchases by a 10% owner. On 08/28/2025, 09/09/2025, 09/10/2025, 09/12/2025, and 09/15/2025, the reporting person bought small blocks of Common Stock, $0.01 par at $17.90 and $17.75 per share (Form 4 code P). Individual trades included 1, 2, 262, 52, and 262 shares, respectively. Following these transactions, the filer reported 3,436,093 shares beneficially owned, held directly.

Q2 2025 results: Income Opportunity Realty Investors (IOR) generated net income of $0.99 M ($0.24/sh), a 14 % YoY decline, as interest income from related-party receivables fell 15 % to $1.36 M. Operating expenses were reduced to $0.10 M, limiting the earnings impact.

Six-month view: Net income slid 15 % to $1.98 M ($0.49/sh) on $2.70 M of interest income (-15 %). The company executed no share repurchases during 1H 25, leaving 513,003 shares available under its 1.65 M-share authorization.

Balance sheet strength: Assets rose 1.6 % to $123.9 M, driven by a $1.9 M increase in receivables from affiliates, which now represent >90 % of total assets. Cash improved to $0.11 M, while liabilities remain negligible at $2 K, sustaining equity at $123.9 M (≈ $30.5/sh).

Business model & risk: Earnings depend almost entirely on SOFR-indexed interest from related parties; lower rates compressed margins in 2025. Pillar Income Asset Management, a related entity, earned $50 K YTD in advisory fees. Concentrated credit exposure and limited liquidity continue to be key risk factors.

Outlook: Management expects related-party cash flows to meet near-term obligations and reports no changes to previously disclosed risk factors.

Form 4 highlights: On 07/08/2025 and 07/29/2025, Transcontinental Realty Investors Inc.—a director and 10% owner of Income Opportunity Realty Investors (IOR)—executed two open-market purchases (transaction code “P”).

• Shares bought: 61 and 44, totaling 105 common shares.
• Purchase price: $17.90 per share (both trades).
• Aggregate consideration: ~$1.88 thousand.
• Post-trade direct ownership: 3,435,514 shares.

The incremental buy raises Transcontinental’s stake by <0.01% and does not materially alter control, but continued insider accumulation can be read as a modest vote of confidence. No derivative securities were involved.