Amendment: SEC Form SCHEDULE 13D/A filed by American Realty Investors Inc.
$ARL
Other Consumer Services
Real Estate
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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: |
| ||||||||
| 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: |
| ||||||||
| 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: |
| ||||||||
| 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: |
| ||||||||
| 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: |
| ||||||||
| 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.
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Comments accompanying signature:
N/A |