Transcontinental Realty Investors Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect five incumbent nominees—Henry A. Butler, Fernando V. Lara Celis, William J. Hogan, Robert A. Jakuszewski, and Ted R. Munselle—to serve until the next annual meeting and until their successors are elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Farmer, Fuqua & Huff, P.C. as the Company’s independent registered public accounting firm for fiscal 2026 and to conduct quarterly reviews through September 30, 2027.

3. 3

   Approval of the Issuance of 134,649 Shares of Common Stock to Realty Advisors, Inc.

   ManagementBoard: FOR

   Approve the issuance of 134,649 new shares of the Company’s common stock to Realty Advisors, Inc. in exchange for 269,299 shares of Income Opportunity Realty Investors, Inc. common stock under the July 31, 2026 Exchange Agreement.

   More detail

   Proposal 3 asks stockholders to approve issuing 134,649 newly issued TCI common shares to Realty Advisors, Inc. in exchange for 269,299 shares of IOR common stock. The exchange agreement was executed on July 31, 2026, and values the consideration at a 0.5-to-1 share exchange ratio, with $20 paid for a fractional share. TCI states that the IOR shares have already been transferred, increasing TCI’s ownership of IOR to approximately 91.768%. The TCI shares have not yet been issued because the transaction remains subject to NYSE approval of a Supplemental Listing Application. The issuance would increase TCI’s outstanding shares from 8,639,316 to 8,773,965 and represents approximately 1.53% of the post-issuance share count. The transaction would not result in a change of control of TCI, according to the filing. Stockholder approval is required under NYSE rules because the issuance exceeds 1% of currently outstanding shares and RAI is treated as an Active Related Party. RAI owns approximately 8.2% of TCI and owns Pillar Income Asset Management, TCI’s contractual advisor, creating a related-party and governance context for the approval. The Board unanimously recommends voting FOR the issuance, while related parties holding approximately 87.39% of TCI’s shares have indicated an intention to support all three proposals.

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When is the Transcontinental Realty Investors Inc 2026 annual meeting?

Transcontinental Realty Investors Inc (TCI) holds its 2026 annual shareholder meeting on Wednesday, November 11, 2026.

What is the record date for the Transcontinental Realty Investors Inc 2026 meeting?

The record date for the Transcontinental Realty Investors Inc 2026 meeting is Wednesday, October 7, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Transcontinental Realty Investors Inc's 2026 meeting?

The board is presenting 5 director nominees at the Transcontinental Realty Investors Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Transcontinental Realty Investors Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Transcontinental Realty Investors Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.