Transcontinental (NYSE: TCI) holder American Realty buys 70,023 shares

Rhea-AI Filing Summary

American Realty Investors, Inc., a director and more than 10% owner of Transcontinental Realty Investors, Inc. (TCI), reported buying 70,023 shares of TCI common stock on 01/12/2026. The shares were acquired in a privately negotiated deal at a price of $55.50 per share, based on the simple average of TCI’s NYSE closing prices over the 10 trading days before the transaction date.

Following this purchase, American Realty Investors, Inc. beneficially owns 5,458,515 TCI shares directly and 1,383,226 TCI shares indirectly through its wholly owned subsidiary, Transcontinental Realty Acquisition Corporation.

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^*

AMERICAN 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
TRANSCONTINENTAL REALTY INVESTORS INC [ TCI ]

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)
01/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/14/2026

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	01/12/2026		P(1)		70,023	A	$55.5	5,458,515	D
Common Stock, par value $0.01 per share								1,383,226(2)	I	Through wholly owned subsidiary

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. Pursuant to the settlement/resolution of litigation in the fourth quarter of 2025, ABC Land & Development, Inc., a Nevada corporation ("ABCLD") acquired 70,023 Shares of common stock of Transcontinental Realty Investors, Inc. ("TCI"). Effective 01/12/2026, American Realty Investors, Inc. acquired from ABCLD the same 70,023 Shares of TCI in a privately negotiated transaction at a price based on the simple average of the daily closing price on the NYSE of TCI common stock for the 10 trading days immediately preceding the date of the transaction which was calculated to be $55.50 per share.

2. Transcontinental Realty Acquisition Corporation, a Nevada corporation which is a wholly owned subsidiary of American Realty Investors, Inc., has owned 1,383,226 Shares of TCI common stock for several years.

	American Realty Investors, Inc.	01/21/2026
	By: Erik L. Johnson, President and Chief Executive Officer	01/21/2026
	** 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

What insider transaction involving TCI was reported in this Form 4/A?

The Form 4/A reports that American Realty Investors, Inc., a director and more than 10% owner of Transcontinental Realty Investors, Inc. (TCI), acquired 70,023 shares of TCI common stock in a privately negotiated transaction.

On what date did American Realty Investors, Inc. acquire the 70,023 TCI shares?

The 70,023 shares of TCI common stock were acquired on 01/12/2026.

What price did American Realty Investors, Inc. pay per share for the TCI stock?

American Realty Investors, Inc. paid $55.50 per share for the 70,023 shares of TCI common stock. The price was based on the simple average of TCI’s NYSE closing prices over the 10 trading days immediately before the transaction date.

How many TCI shares does American Realty Investors, Inc. own after this transaction?

After the reported transaction, American Realty Investors, Inc. beneficially owns 5,458,515 TCI shares directly and 1,383,226 TCI shares indirectly through its wholly owned subsidiary, Transcontinental Realty Acquisition Corporation.

What is the relationship of American Realty Investors, Inc. to Transcontinental Realty Investors, Inc. (TCI)?

American Realty Investors, Inc. is identified as both a director and a more than 10% owner of Transcontinental Realty Investors, Inc. (TCI).

How were the 70,023 TCI shares originally obtained before American Realty Investors, Inc. bought them?

According to the explanation, ABC Land & Development, Inc. acquired the 70,023 TCI shares pursuant to the settlement and resolution of litigation in the fourth quarter of 2025. American Realty Investors, Inc. then acquired the same 70,023 shares from ABC Land & Development, Inc. on 01/12/2026.