ARL group boosts Transcontinental Realty (TCI) stake with $55.50 share buy

Rhea-AI Filing Summary

Transcontinental Realty Investors, Inc. (TCI) remains tightly controlled by entities affiliated with American Realty Investors, Inc. (ARL). May Realty Holdings, Inc. reports beneficial ownership of 7,487,737 TCI common shares, representing 86.7% of the outstanding 8,639,316 shares. Within this group, ARL holds 5,408,515 shares (62.6%), Transcontinental Realty Acquisition Corporation (TRAC) holds 1,383,226 shares (16.0%), and Realty Advisors, Inc. (RAI) holds 695,996 shares (8.1%).

This amendment reflects ARL’s acquisition on 01/12/2026 of 70,023 TCI shares (0.81%) from ABC Land & Development, Inc. in a privately negotiated transaction at $55.50 per share, based on the 10-day average closing price. Over the two years prior to April 29, 2025, ARL had also purchased 75,068 shares at an average price of $31.99 per share. Some of the group’s shares are pledged as collateral for loans and margin arrangements, but the reporting persons state they currently have no specific plans for corporate actions involving TCI.

Insights

Equity ownership and control analyst

ARL-affiliated entities reaffirm majority control of TCI with incremental share purchases.

May Realty Holdings, Inc. reports beneficial ownership of 7,487,737 TCI shares, or 86.7% of the 8,639,316 shares outstanding. Within this structure, ARL, TRAC, and RAI collectively hold most of the equity, confirming that TCI remains effectively controlled by this group of related Nevada corporations.

The amendment highlights a new transaction effective 01/12/2026, where ARL acquired 70,023 shares (0.81%) from ABC Land & Development, Inc. at $55.50 per share, using a 10-day average closing price. It also notes earlier purchases of 75,068 shares at an average of $31.99 per share, showing continued accumulation over time rather than a single large step change.

Several blocks of shares, including 102,369 shares held by RAI and portions of ARL’s holdings, are pledged as collateral to lenders such as ABC Land & Development, Inc. and RCM HC, as well as under margin arrangements. These pledges do not by themselves transfer voting or investment power, but they introduce financing relationships that could become relevant if default provisions were ever triggered.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 57)

TRANSCONTINENTAL REALTY INVESTORS INC

(Name of Issuer)

common stock, par value $0.01 per share

(Title of Class of Securities)

893617209

(CUSIP Number)

Erik L. Johnson
1603 LBJ FREEWAY, SUITE 800
DALLAS, TX, 75234
4695224400

Steven C. Metzger Metzger
4709 W Lovers Lane, Suite 200
Dallas, TX, 75205
214-740-5030

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 893617209

1

Name of reporting person

AMERICAN REALTY INVESTORS INC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,408,515.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,408,515.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,791,741.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

78.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 11 includes 1,383,226 shares owned by Transcontinental Realty Acquisition Corp., a Nevada corporation wholly owned by American realty Investors, Inc.

SCHEDULE 13D

CUSIP No. 893617209

1

Name of reporting person

REALTY ADVISORS INC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 695,996.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 695,996.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

695,996.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 893617209

1

Name of reporting person

May Realty Holdings, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,487,737.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

86.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 11 includes 5,408,515 Shares owned by American Realty Investors, Inc., 1,383,226 owned by Transcontinental Realty Acquisition Corp. and 695,996 shares owned by Realty Advisors, Inc., which is wholly owned by May realty Holdings, Inc.

SCHEDULE 13D

CUSIP No. 893617209

1

Name of reporting person

EQK Holdings, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

EQK Holdings, Inc., a Nevada corporation which is a wholly owned subsidiary of American Realty Investors, Inc. owned 5,300 Shares of TCI common stock which was transferred by dividend prior to 12/31/2024 to American Realty Investors, Inc.

SCHEDULE 13D

CUSIP No. 893617209

1

Name of reporting person

Transcontinental Realty Acquisition Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,383,226.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,383,226.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,383,226.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Entity is a wholly owned subsidiary of American Realty Investors, Inc.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: common stock, par value $0.01 per share
(b)	Name of Issuer: TRANSCONTINENTAL REALTY INVESTORS INC
(c)	Address of Issuer's Principal Executive Offices: 1603 LBJ FREEWAY, SUITE 800, DALLAS, TEXAS , 75234.
Item 1 Comment: This Amendment No. 57 to Statement on Schedule 13D (this "Amendment") relates to shares of common stock, par value $0.01 per share (the "Shares") of Transcontinental Realty Investors, Inc., a Nevada corporation ("TCI" or the "Issuer")and further amends the original statement on Schedule 13D as amended by Amendments 1 through 56 (the "Amended Statement"), filed on behalf of the "Reporting Persons" described and others who are no longer Reporting Persons, to reflect the acquisition of 70,023 Shares by one Reporting Person.
Item 2.	Identity and Background
(a)	This Amendment is being filed on behalf of American Realty Investors, Inc., a Nevada corporation ("ARL"), Transcontinental Realty Acquisition Corporation, a Nevada corporation (""TRAC"), EQK Holdings, Inc., a Nevada corporation ("EQK"), Realty Advisors, Inc., a Nevada corporation ("RAI") and May Realty Holdings, Inc., a Nevada corporation ("MRHI"). Each of EQK and TRAC is a wholly owned subsidiary of ARL ARL's common stock is listed and traded on the NYSE under the symbol "ARL." RAI is an indirect subsidiary of MRHI. RAI owns over 80% of the common stock of ARL. All of ARL, EQK, TRAC, RAI and MHRI are collectively referred to as the "Reporting Persons."
(b)	Each of the Reporting Persons principal office address is 1603 LBJ Freeway, Suite 800, Dallas, TX 75234.
(c)	Each of the Reporting Persons are principally engaged in the real estate business and in investments.
(d)	N/A
(e)	N/A
(f)	Each of the Reporting Persons is a Nevada corporation.
Item 3.	Source and Amount of Funds or Other Consideration
	ARL utilized its own working capital for the acquisition of the 70,023 Shares and all other Shares described in Item 5 (c) below.
Item 4.	Purpose of Transaction
	The Reporting Persons have no present plans or proposals which would result in any of the actions or matters described in (b) through (j) above, but some of the Reporting Persons may, if the opportunity becomes available at attractive prices, purchase or sell Shares in the future.
Item 5.	Interest in Securities of the Issuer
(a)	According to the latest information available from the Issuer, the total number of Shares issued and outstanding is believed by the Reporting Persons to be 8,639,316. After giving effect to the matter described in Item 5 (c) below, ARL owns 5,408,515 Shares (62.6%), TRAC owns 1,383,226 Shares (16.01%) and RAI owns695,996 Shares (8.06%). EQK owns no Shares, having transferred by dividend 5,300 Shares to ARL prior to 12/31/2023. MRHI directly owns no Shares.
(b)	Each of ARL, TRAC and RAI have the respective sole power to vote or dispose of all Shares owned by each through their respective Board of Directors.
(c)	Effective 01/12/2026, ARL acquired from ABC Land& Development, Inc., a Nevada corporation ("ABCLD") 70,023 Shares (0.81%) of TCI in a privately negotiated transaction at a price based on the simple average of the daily closing trading price of TCI common stock for the 10 trading days immediately preceding the date off the transaction which worked out to be $55.50 per Share. ABCLD had previously acquired the 70,023 Shares pursuant to a resolution/settlement of litigation in October 2025. Also, during the two years prior to 4/29/2025, ARL had acquired at varying prices a total of 75,068 Shares (0.89694%) at an average per Share price of $31.99.
(d)	N/A
(e)	EQK ceased to be a Reporting Person effective 12/31/2023 when it transferred to ARL 5,300 Shares and EQK ceased to then own any Shares.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Of the Shares owned by RAI, 102,369 Shares are subject to an accommodation pledge to ABCLD in connection with a loan to RAI. Shares held by ARL are subject to accommodation pledges previously made for loans to others by ABCLD (846,202 Shares) and RCM HC (813,663 Shares). The remaining Shares held by ARL, TRAC and RAI may be deemed to be "collateral" of borrowings pursuant to margin or other account arrangements with bankers and brokerage firms relating to brokerage accounts. Such arrangements are standard arrangements involving margin securities of up to a specified percentage of market value of Shares and other collateral and bear interest at varying rates and contain only standard default and similar provisions, the operation of any of which should not give any other person immediate voting power or investment power over such securities. Such arrangements exist with the Shares and other securities held in such accounts, and it is impracticable at any given time to determine the amounts, if any, with respect to the Shares, and interest costs under such arrangements may vary with applicable costs and account balances.
Item 7.	Material to be Filed as Exhibits.
	none

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

AMERICAN REALTY INVESTORS INC

Signature:	American Realty Investors, Inc.
Name/Title:	Eric L. Johnson, President and Chief Executive Officer
Date:	01/16/2026

REALTY ADVISORS INC

Signature:	Realty Advisors, Inc.
Name/Title:	Eric L. Johnson, President
Date:	01/16/2026

May Realty Holdings, Inc.

Signature:	May Realty Holdings, Inc.
Name/Title:	Gina H. Kay, Vice President and Treasurer
Date:	01/16/2026

EQK Holdings, Inc.

Signature:	EQK Holdings, Inc.
Name/Title:	Eric L. Johnson, President
Date:	01/16/2026

Transcontinental Realty Acquisition Corporation

Signature:	Transcontinental Realty Acquisition Corporation
Name/Title:	Eric L. Johnson, President
Date:	01/16/2026

Comments accompanying signature:

N/A

FAQ

How many Transcontinental Realty Investors (TCI) shares do ARL-affiliated entities own?

May Realty Holdings, Inc. reports beneficial ownership of 7,487,737 Transcontinental Realty Investors (TCI) common shares, representing 86.7% of the 8,639,316 shares outstanding. Within this group, American Realty Investors, Inc. holds 5,408,515 shares, Transcontinental Realty Acquisition Corporation holds 1,383,226 shares, and Realty Advisors, Inc. holds 695,996 shares.

What new TCI share transaction is disclosed in this Schedule 13D/A for TCI?

Effective 01/12/2026, American Realty Investors, Inc. acquired 70,023 TCI common shares (0.81% of outstanding shares) from ABC Land & Development, Inc. in a privately negotiated transaction. The price was based on the simple average of the daily closing prices for the 10 trading days before the transaction and came to $55.50 per share.

What percentage of Transcontinental Realty Investors (TCI) does American Realty Investors, Inc. directly own?

After the reported transactions, American Realty Investors, Inc. directly owns 5,408,515 TCI common shares, which is stated as 62.6% of the 8,639,316 shares outstanding. This ownership is separate from, but related to, shares held by its subsidiaries and affiliated entities.

Are any TCI shares pledged as collateral by the ARL-affiliated reporting persons?

Yes. Of the shares owned by Realty Advisors, Inc., 102,369 shares are pledged to ABC Land & Development, Inc. in connection with a loan. Shares held by American Realty Investors, Inc. are also subject to accommodation pledges for loans to others by ABC Land & Development, Inc. (846,202 shares) and RCM HC (813,663 shares). In addition, remaining shares may serve as collateral under standard margin and account arrangements with banks and brokerage firms.

Does EQK Holdings, Inc. still own any TCI shares under this amendment?

No. EQK Holdings, Inc. reports ownership of 0 TCI shares and a 0.0% interest. It previously held 5,300 TCI shares, which were transferred by dividend to American Realty Investors, Inc. prior to 12/31/2023, and EQK ceased to be a reporting person as of that date.

Do the reporting persons indicate any current plans to change control or operations at Transcontinental Realty Investors (TCI)?

The reporting persons state that they have no present plans or proposals that would result in actions such as mergers, reorganizations, or other transactions described in items (b) through (j) of Item 4. However, they note that some reporting persons may purchase or sell TCI shares in the future if opportunities arise at attractive prices.