American Realty Investors (NYSE: TCI) adds 70,023 TCI shares in negotiated stock purchase

Rhea-AI Filing Summary

American Realty Investors, Inc., a 10% owner of Transcontinental Realty Investors, Inc. (TCI), reported purchasing 70,023 shares of TCI common stock on 01/12/2026 at $55.5 per share in an open-market transaction. This increased its directly held position to 5,408,515 TCI shares. The filing notes that these 70,023 shares were bought from ABC Land & Development, Inc. in a privately negotiated deal, with the price based on the simple average of TCI’s NYSE closing prices over the 10 trading days before the transaction date.

The filing also discloses 1,383,226 additional TCI shares held indirectly through Transcontinental Realty Acquisition Corporation, a Nevada corporation that is a wholly owned subsidiary of American Realty Investors and has owned these shares for several years.

Insights

Equity ownership and governance analyst

Large existing shareholder modestly increases TCI stake via negotiated purchase.

American Realty Investors, Inc., identified as a 10% owner of TCI, reported buying 70,023 TCI common shares on 01/12/2026 at $55.5 per share. The transaction was coded "P", indicating a purchase of non-derivative equity, and raised its directly held position to 5,408,515 shares.

The footnotes explain that these shares were first acquired in 2025 by ABC Land & Development, Inc. as part of a litigation settlement, and then transferred to American Realty Investors in a privately negotiated deal using a 10-day NYSE closing-price average. The filing also highlights 1,383,226 TCI shares held indirectly through Transcontinental Realty Acquisition Corporation, a wholly owned subsidiary that has held them for several years, underscoring a long-standing, sizeable ownership position.

This activity reflects a reallocation of shares among related entities and a small incremental increase in a large holder’s direct stake. The overall impact on TCI’s governance dynamics depends on total shares outstanding and other holders, which are not detailed in this excerpt, so the development appears informational rather than thesis-changing.

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
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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)

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	5,408,515	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, ABC Land & Development, Inc., a Nevada corporation (ABCLD") in 2025 acquired 70,023 Shares of common stock of TCI. Effective 01/12/2026, ARL 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 this transaction.

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.	01/14/2026
	By: Erik L. Johnson, President and Chief Executive Officer	01/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did American Realty Investors, Inc. report in this Form 4 for TCI?

American Realty Investors, Inc. reported purchasing 70,023 shares of Transcontinental Realty Investors, Inc. (TCI) common stock on 01/12/2026 at $55.5 per share, increasing its directly held position to 5,408,515 shares.

What was the price and structure of the 70,023-share TCI transaction?

The 70,023 TCI shares were acquired at $55.5 per share in a privately negotiated transaction, with the price based on the simple average of the daily NYSE closing price of TCI common stock for the 10 trading days immediately preceding 01/12/2026.

How many TCI shares does American Realty Investors, Inc. own after the reported trade?

Following the reported purchase, American Realty Investors, Inc. directly owns 5,408,515 TCI shares and indirectly holds another 1,383,226 TCI shares through a wholly owned subsidiary.

What is the source of the 70,023 TCI shares acquired by American Realty Investors, Inc.?

The 70,023 TCI shares were previously acquired in 2025 by ABC Land & Development, Inc. pursuant to the settlement and resolution of litigation, and were then transferred to American Realty Investors, Inc. effective 01/12/2026.

How are the 1,383,226 indirectly held TCI shares structured for American Realty Investors, Inc.?

The 1,383,226 TCI shares are held indirectly through Transcontinental Realty Acquisition Corporation, a Nevada corporation that is a wholly owned subsidiary of American Realty Investors, Inc., and these shares have been owned for several years.

What is American Realty Investors, Inc.’s relationship to Transcontinental Realty Investors, Inc. (TCI)?

American Realty Investors, Inc. is identified as a 10% owner of Transcontinental Realty Investors, Inc. (TCI) and reports both direct and indirect holdings of TCI common stock in this Form 4.