Transcontinental Realty (NYSE: TCI) reports 2025 ARL director elections and auditor ratification

Rhea-AI Filing Summary

Transcontinental Realty Investors, Inc. (TCI) reported the results of the Annual Meeting of Stockholders of American Realty Investors, Inc. held on December 10, 2025. On the record date of October 29, 2025, there were 8,639,316 shares of common stock outstanding, each entitled to one vote, and proxies representing at least 8,371,455 shares (96.9% of the outstanding) were present, establishing a strong quorum.

All five director nominees — Henry A. Butler, William J. Hogan, Robert A. Jakuszewski, Fernando V. Lara Celis and Ted R. Munselle — were elected, each receiving more than 7.64 million votes “for” and no votes “against,” with the remainder as abstentions and broker non-votes. Stockholders also ratified the appointment of Farmer, Fuqua & Huff, P.C. as independent registered public accounting firm for the year ending December 31, 2025, with 8,322,740 votes for, 44,725 against, and 3,900 abstentions. On December 11, 2025, the Board re-elected Henry A. Butler as Chairman and re-appointed Ted R. Munselle as Presiding Director, continuing the company’s existing leadership 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

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 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 October 30, 2025, distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. On the record date of October 29, 2025, a total of 8,639,316 shares of Common Stock were outstanding, with each share entitled to cast one vote.

At the meeting, proxies representing at least 8,371,455 shares (96.9%% of the outstanding) appeared and were cast, thereby establishing a quorum present in person or by proxy. It was noted that, of the 8,639,316 outstanding shares of Common Stock, 3,386,692 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						7,712,361						—						229,760						429,334
William J. Hogan						7,661,750						—						280,371						429,334
Robert A. Jakuszewski						7,642,933						—						299,188						429,334
Fernando V. Lara Celis						7,653,512						—						288,609						429,334
Ted R. Munselle						7,642,944						—						299,177						429,334

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 8,322,740 votes were cast FOR, 44,725 votes were cast AGAINST, and 3,900 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.

						TRANSCONTINENTAL REALTY INVESTORS, INC.
Dated: December 12, 2025			By:			/s/ ERIK L. JOHNSON
						Erik L. Johnson
						President and Chief Executive Officer

FAQ

What did Transcontinental Realty Investors, Inc. (TCI) report in this 8-K?

The company reported the results of the December 10, 2025 Annual Meeting of Stockholders of American Realty Investors, Inc., including director elections, auditor ratification, and subsequent Board leadership decisions on December 11, 2025.

How many American Realty Investors, Inc. shares were eligible to vote at the 2025 annual meeting?

On the October 29, 2025 record date, there were 8,639,316 shares of common stock outstanding, with each share entitled to cast one vote at the Annual Meeting.

Was there a strong quorum at the 2025 ARL annual stockholder meeting?

Yes. Proxies representing at least 8,371,455 shares, or 96.9% of the 8,639,316 outstanding shares, were present in person or by proxy, which established a strong quorum for conducting business.

Which directors were elected at the 2025 American Realty Investors annual meeting and how did they perform in the vote?

All five nominees — Henry A. Butler, William J. Hogan, Robert A. Jakuszewski, Fernando V. Lara Celis, and Ted R. Munselle — were elected. Each received more than 7.64 million votes for, no votes against, with the balance as abstentions and broker non-votes.

Which auditing firm was ratified for American Realty Investors, Inc. for 2025?

Stockholders ratified Farmer, Fuqua & Huff, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The vote was 8,322,740 for, 44,725 against, and 3,900 abstentions, with no broker non-votes.

What Board leadership decisions followed the 2025 annual meeting for American Realty Investors?

At the Board meeting on December 11, 2025, Henry A. Butler was re-elected Chairman of the Board and Ted R. Munselle was re-appointed as Presiding Director, maintaining the existing leadership roles.

What is the trading symbol and exchange for Transcontinental Realty Investors, Inc.?

The common stock of Transcontinental Realty Investors, Inc. is listed on the NYSE under the trading symbol TCI.