[8-K] Transcontinental Realty Investors, Inc. Reports Material Event

Rhea-AI Filing Summary

Event: On August 7, 2025, Transcontinental Realty Investors, Inc. (TCI) announced operational results for the quarter ended June 30, 2025 and furnished a press release as Exhibit 99.1.

Filing status: The disclosure was furnished under Item 2.02 and is explicitly not deemed "filed" for purposes of Section 18 of the Exchange Act; the company states it has no obligation to update the furnished information. The report is signed by Erik L. Johnson, President and CEO.

Insights

Securities Analyst

TL;DR: Routine 8-K furnishing a press release for Q2 (ended June 30, 2025); no financial metrics are included in the filing.

The filing notifies investors that TCI announced operational results for the quarter ended June 30, 2025 and furnished the announcement as Exhibit 99.1 dated August 7, 2025. The company clarifies the information is "furnished" and not "filed" under Section 18, limiting statutory liability. Because no revenues, earnings, guidance, or other numeric metrics appear in the 8-K text, the filing by itself provides limited data for valuation or trading decisions.

Corporate Governance Expert

TL;DR: Governance disclosure is procedurally sound; exhibit furnished and signed by CEO, with standard Section 18 disclaimer.

The filing follows standard practice by furnishing a press release as Exhibit 99.1 and including the Section 18 disclaimer that the furnishings are not "filed." The document is signed by the CEO, indicating authorized disclosure. The 8-K does not include financial statements, footnotes, or other material exhibits beyond the press release reference, limiting governance or materiality conclusions that can be drawn from this filing alone.

0000733590false00007335902025-03-202025-03-20

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) August 7, 2025

Transcontinental Realty Investors, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-09240

94-6565852

(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			TCI			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 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition

On August 7, 2025, Transcontinental Realty Investors, Inc. (“TCI” or the “Company”) announced its operational results for the quarter ended June 30, 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			August 7, 2025

_________________________

* 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.

						TRANSCONTINENTAL REALTY INVESTORS, INC.
Dated: August 7, 2025			By:			/s/ ERIK L. JOHNSON
						Erik L. Johnson
						President and Chief Executive Officer

FAQ

When did TCI file this 8-K and what was announced?

The 8-K was dated and furnished on August 7, 2025; it announces that TCI disclosed operational results for the quarter ended June 30, 2025 and furnished a press release as Exhibit 99.1.

Does this 8-K include the company’s financial metrics for Q2 2025?

No. The 8-K states a press release was furnished but the filing text does not contain revenue, earnings, margins, guidance, or other numeric financial metrics.

Is the information in the press release considered "filed" with the SEC?

No. The company explicitly states the information furnished under Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act.

Who signed the 8-K on behalf of Transcontinental Realty Investors?

The report is signed by Erik L. Johnson, President and Chief Executive Officer, dated August 7, 2025.

Where is Transcontinental Realty Investors’ principal executive office located?

The address in the filing is 1603 LBJ Freeway, Suite 800, Dallas, TX 75234.