Control group lifts Transcontinental Realty (NYSE: TCI) stake in 13D/A update

Rhea-AI Filing Summary

Transcontinental Realty Investors’ controlling stockholder group filed a corrective Schedule 13D amendment to update its ownership and recent transactions in the company’s common stock. The filing shows that American Realty Investors, Inc. now directly owns 5,458,515 shares, or about 63.18% of the 8,639,316 shares believed to be outstanding, while its subsidiary Transcontinental Realty Acquisition Corp. holds 1,383,226 shares (16.01%) and Realty Advisors, Inc. owns 695,996 shares (8.06%). May Realty Holdings, Inc., which indirectly controls these entities, is deemed to beneficially own 7,537,737 shares, or roughly 87.2% of the company.

The amendment records that on 01/12/2026 American Realty Investors bought 70,023 shares (0.81%) from ABC Land & Development, Inc. in a privately negotiated deal at $55.50 per share, and that Realty Advisors previously acquired 75,068 shares (0.89694%) between October 2023 and April 2025 at an average price of $31.99. The reporting group states it has no present plans for major corporate actions, though it may buy or sell additional shares if attractive opportunities arise.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 58)

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
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 5,458,515.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,458,515.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,841,741.00

12

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

13

Percent of class represented by amount in Row (11)

79.2 %

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

7,537,737.00

12

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

13

Percent of class represented by amount in Row (11)

87.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 11 includes 5,458,515 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 document is a correction amendment to Amendment No. 57 to Statement on Schedule 13D (this "Amendment") filed 1/20/2026 relating 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") to correct certain matters in the prior filing and further amends the original statement on Schedule 13D as amended by Amendments 1 through 57 (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 RAI utilized its own working capital to acquire 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 5,458,515 Shares (63.18%), TRAC owns 1,383,226 Shares (16.01%) and RAI owns 695,996 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 the fourth quarter of 2025. Also, during the period from 10/4/2023 to 4/29/2025, RAI 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

What does the latest Schedule 13D/A say about TCI’s (TCI) ownership structure?

The amendment shows that May Realty Holdings, Inc., through its subsidiaries, is deemed to beneficially own 7,537,737 shares of Transcontinental Realty Investors, Inc., representing about 87.2% of the common stock believed to be outstanding.

How many Transcontinental Realty Investors (TCI) shares does American Realty Investors now own?

American Realty Investors, Inc. directly owns 5,458,515 shares of TCI common stock, which the filing states is 63.18% of the 8,639,316 shares believed to be issued and outstanding.

What recent share purchases are disclosed in this TCI Schedule 13D/A amendment?

The filing reports that effective 01/12/2026, American Realty Investors acquired 70,023 shares (about 0.81%) of TCI from ABC Land & Development, Inc. at $55.50 per share. It also notes that Realty Advisors, Inc. bought a total of 75,068 shares between 10/4/2023 and 4/29/2025 at an average price of $31.99 per share.

What percentage of Transcontinental Realty Investors (TCI) is held by each key reporting entity?

According to the amendment, American Realty Investors, Inc. holds 63.18%, Transcontinental Realty Acquisition Corp. holds 16.01%, and Realty Advisors, Inc. holds 8.06% of TCI’s common stock, based on 8,639,316 shares outstanding.

Does the reporting group outline any plans for major changes at Transcontinental Realty Investors (TCI)?

The reporting persons state they have no present plans or proposals for actions such as mergers, asset sales, or other major corporate changes, although some may buy or sell TCI shares in the future if prices are attractive.

Are any TCI shares held by the reporting group pledged as collateral?

Yes. The amendment notes that 102,369 shares owned by Realty Advisors, Inc. are pledged to ABC Land & Development, Inc., and that certain shares held by American Realty Investors are subject to accommodation pledges to ABCLD (846,202 shares) and RCM HC (813,663 shares). Other shares may also secure standard margin or account borrowings.

Why did EQK Holdings, Inc. cease to be a reporting person for TCI?

The filing explains that EQK Holdings, Inc. transferred 5,300 shares of TCI to American Realty Investors, Inc. by dividend prior to 12/31/2023, after which EQK no longer owned any TCI shares and therefore ceased to be a reporting person.