NYSE: ARL

AMERICAN REALTY INVESTORS INC

CIK 0001102238 · SIC 6510 · Real Estate Operators

Small Revenue $50M Assets $1.1B as of Sep 27, 2026

American Realty Investors, Inc. (the “Company”), a Nevada Corporation, is a fully integrated externally managed real estate company. We operate high quality multifamily and commercial properties throughout the Southern United States. We also invest in mortgage notes receivable and in land that is… About this business →

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10-K/A Filed Aug 19, 2026 · Period ending Dec 31, 2025

ARL: revenue $50.0M, net income $15.7M. ARL amends 10-K to correct officer certification exhibits; no financial changes

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8-K Filed Aug 6, 2026 · Period ending Aug 6, 2026

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10-Q Filed Aug 6, 2026 · Period ending Jun 30, 2026

ARL posts -$1.0M net loss as occupancy pressure

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8-K Filed May 7, 2026 · Period ending May 7, 2026

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10-Q Filed May 7, 2026 · Period ending Mar 31, 2026

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8-K Filed Mar 12, 2026 · Period ending Mar 12, 2026

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10-K Filed Mar 12, 2026 · Period ending Dec 31, 2025

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10-Q Filed Aug 7, 2025 · Period ending Jun 30, 2025

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10-K Filed Mar 20, 2025 · Period ending Dec 31, 2024

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10-Q/A Filed Jun 18, 2012 · Period ending Mar 31, 2012

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Latest financial statements

From 10-K/A filed Aug 19, 2026 (period ending Dec 31, 2025). As printed on the EDGAR/iXBRL face — not generated by the model.

As filed

Consolidated Statements of Operations

(Dollars in thousands, except per share amounts)

Description Years ended December 31, 2025 Years ended December 31, 2024 Years ended December 31, 2023
Revenues:
Rental revenues (including $579, $652 and $882 for 2025, 2024 and 2023, respectively, from related parties) 46,366 44,763 47,023
Other income 3,648 2,555 3,477
Total revenue 50,014 47,318 50,500
Expenses:
Property operating expenses (including $353, $346 and $366 for 2025, 2024 and 2023, respectively, from related parties) 27,885 27,063 27,896
Depreciation and amortization 12,577 12,276 13,646
General and administrative (including $4,262, $3,871 and $4,006 for 2025, 2024 and 2023, respectively, from related parties) 6,459 6,395 10,011
Advisory fee to related party 9,522 8,225 10,187
Total operating expenses 56,443 53,959 61,740
Net operating loss (6,429) (6,641) (11,240)
Interest income (including $7,478, $8,985 and $13,259 for 2025, 2024 and 2023, respectively, from related parties) 14,637 19,973 26,847
Interest expense (6,825) (7,838) (9,502)
Gain on foreign currency transactions — — 993
Loss on early extinguishment of debt (284) — (1,710)
Equity in income from unconsolidated joint ventures 119 1,449 3,242
Gain (loss) on real estate transactions 19,988 (23,989) (1,923)
Income tax provision (2,667) 3,607 (1,456)
Net income (loss) 18,539 (13,439) 5,251
Net income attributable to noncontrolling interest (2,836) (1,264) (1,283)
Net income (loss) applicable to the Company 15,703 (14,703) 3,968
Earnings per share
Basic and diluted 0.97 (0.91) 0.25
Weighted average common shares used in computing earnings per share
Basic and diluted 16,152,043 16,152,043 16,152,043

Consolidated Balance Sheets

(Dollars in thousands, except par value amounts)

Description December 31, 2025 December 31, 2024
Assets:
Real estate 602,431 557,388
Cash and cash equivalents 14,180 19,918
Restricted cash 15,233 20,557
Short-term investments 74,964 79,800
Notes receivable (including $67,349 and $71,365 at December 31, 2025 and 2024, respectively, from related parties) 142,439 138,349
Investment in unconsolidated joint ventures 1,270 10,246
Receivable from related parties 103,558 97,544
Other assets (including $1,475 and $1,855 at December 31, 2025 and 2024, respectively, from related parties) 143,250 109,000
Total assets 1,097,325 1,032,802
Liabilities and Equity
Liabilities:
Mortgages and other notes payable 214,367 185,398
Accounts payable and other liabilities (including $30 and $601 at December 31, 2025 and 2024, respectively, to related parties) 49,629 32,105
Accrued interest 3,811 3,238
Deferred revenue 9,791 9,791
Total liabilities 277,598 230,532
Equity:
Shareholders' equity
Preferred stock, Series A, $2.00 par value, 15,000,000 shares authorized, 900,614 shares issued and outstanding 1,801 1,801
Common stock, $0.01 par value, 100,000,000 shares authorized; 16,152,043 shares issued and outstanding 162 162
Additional paid-in capital 61,039 61,161
Retained earnings 554,402 538,699
Total shareholders’ equity 617,404 601,823
Noncontrolling interest 202,323 200,447
Total equity 819,727 802,270
Total liabilities and equity 1,097,325 1,032,802

Consolidated Statements of Cash Flows

(Dollars in thousands)

Description Years ended December 31, 2025 Years ended December 31, 2024 Years ended December 31, 2023
Cash Flow From Operating Activities:
Net income (loss) 18,539 (13,439) 5,251
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
(Gain) loss on real estate transactions (19,988) 23,989 1,923
Gain on foreign currency transactions — — (993)
Loss on early debt extinguishment 284 — 1,710
Depreciation and amortization 12,634 12,533 14,571
Provision for doubtful accounts 104 166 1,593
Equity in income from unconsolidated joint ventures (119) (1,449) (3,242)
Distribution of income from unconsolidated joint ventures — 1,263 —
Changes in assets and liabilities, net of acquisitions and dispositions:
Other assets (10,055) (6,872) (10,273)
Related party receivables (6,014) (1,011) (11,081)
Accrued interest payable 573 605 (1,719)
Accounts payable and other liabilities (1,511) (14,696) (28,794)
Net cash (used in) provided by operating activities (5,553) 1,089 (31,054)
Cash Flow From Investing Activities:
Collection of notes receivable 8,594 5,792 1,967
Originations and advances on notes receivable — — (6,500)
Purchase of short-term investments (84,569) (59,097) (91,007)
Redemption of short-terms investments 89,405 69,745 120,346
Development and renovation of real estate (79,492) (57,933) (18,462)
Deferred leasing costs (519) (1,189) (1,128)
Proceeds from sale of assets 34,796 1,342 188
Contribution to unconsolidated joint venture (1,270) — —
Distributions from unconsolidated joint ventures — — 21,409
Net cash (used in) provided by investing activities (33,055) (41,340) 26,813
Cash Flow From Financing Activities:
Proceeds from mortgages and other notes payable 63,782 15,112 —
Payments on mortgages, other notes and bonds payable (35,154) (12,452) (137,657)
Purchase IOR shares (1,082) (802) (908)
Debt extinguishment costs — — (435)
Deferred financing costs — (199) (20)
Net cash provided by (used in) financing activities 27,546 1,659 (139,020)
Net decrease in cash and cash equivalents (11,062) (38,592) (143,261)
Cash and cash equivalents, beginning of year 40,475 79,067 222,328
Cash and cash equivalents, end of year 29,413 40,475 79,067

Amounts as printed on the EDGAR/iXBRL face — (Dollars in thousands, except per share amounts); (Dollars in thousands, except par value amounts); (Dollars in thousands). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

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About AMERICAN REALTY INVESTORS INC

Source: Item 1 (Business) from the 10-K filed March 12, 2026. Description as filed by the company with the SEC.

ITEM 1. BUSINESS

General

American Realty Investors, Inc. (the “Company”), a Nevada Corporation, is a fully integrated externally managed real estate company. We operate high quality multifamily and commercial properties throughout the Southern United States. We also invest in mortgage notes receivable and in land that is either held for appreciation or development. As used herein, the terms “ARL”, “the Company”, “We”, “Our”, or “Us” refer to the Company.

Corporate Structure

As of December 31, 2025, we owned approximately 78.4% of the common stock of Transcontinental Realty Investors, Inc. ("TCI") and substantially all of our operations are conducted through TCI, whose common stock is traded on the New York Stock Exchange ("NYSE") under the symbol “TCI”. Accordingly, we include TCI’s financial results in our consolidated financial statements. In addition, as of December 31, 2025, TCI owned approximately 84.6% of the common stock of Income Opportunity Realty Investors, Inc. ("IOR") a Nevada corporation, which is publicly listed and traded on the NYSE American under the symbol IOR.

Controlling Stockholder

Realty Advisors, Inc. (“RAI”), a Nevada corporation, owns approximately 90.8% of our common stock. As described in Part III, Item 13. “Certain Relationships and Related Transactions, and Director Independence”, our officers and directors also serve as officers and directors of TCI. TCI has business objectives similar to ours. Our officers and directors owe fiduciary duties to both TCI and us under applicable law. In determining whether a particular investment opportunity will be allocated to TCI or to us, management considers the respective investment objectives of each company, the ability to purchase and/or finance the asset and the appropriateness of a particular investment in light of each company’s existing real estate and mortgage notes receivable portfolio. To the extent that any particular investment opportunity is appropriate to more than one of the entities, the investment opportunity may be allocated to the entity which has had funds available for investment for the longest period of time, or, if appropriate, the investment may be shared among all or two of the entities.

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Management

Our business is managed by Pillar Income Asset Management, Inc. (“Pillar”) in accordance with an Advisory Agreement and a Cash Management Agreement that are reviewed annually by our Board of Directors. Pillar is wholly-owned by RAI. Pillar’s duties include, but are not limited to, locating, evaluating and recommending real estate-related investment opportunities. Pillar also arranges our debt and equity financing with third party lenders and investors. In addition, Pillar serves as the contractual "Advisor" and "Cash Manager" to TCI and IOR. Pillar is compensated by us under an Advisory Agreement and a Cash Management Agreement that are more fully described in Part III, Item 10. “Directors, Executive Officers and Corporate Governance – The Advisor”. We have no employees. We rely upon the employees of Pillar to render services to us in accordance with the terms of the Advisory Agreement and the Cash Management Agreement.

In addition, as described in Part III, Item 13. “Certain Relationships and Related Transactions, and Director Independence”, we compete with related parties of Pillar having similar investment objectives related to the acquisition, development, disposition, leasing and financing of real estate and real estate-related investments. In resolving any potential conflicts of

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interest which may arise, Pillar has informed us that it intends to exercise its best judgment as to what is fair and reasonable under the circumstances in accordance with applicable law.

Portfolio Composition

At December 31, 2025, our property portfolio consisted of:

•Thirteen multifamily properties in operation, comprising 2,128 units;

•Three multifamily properties in lease-up, comprising 672 units;

•One multifamily property under development, comprising 234 units;

•Commercial properties, consisting of four office buildings with an aggregate of approximately 1,001,549 rentable square feet; and

•Approximately 1,792 acres of developed and undeveloped land.

Recent Activity

Disposition Activities

•On March 25, 2025, we received $3.5 million in proceeds from a condemnation settlement that provided for the conveyance of 11.2 acres from our holdings in Windmill Farms, resulting in a gain on sale of $3.1 million.

•On October 10, 2025, we sold Villas at Bon Secour, a 200 unit multifamily property in Gulf Shores, Alabama, for $28.0 million (See "Financing Activities"), resulting in a gain on sale of $12.2 million.

•During the year ended December 31, 2025, we sold 72 single family lots from our holdings in Windmill Farms for $3.3 million, resulting in a gain on sale of $2.6 million.

Financing Activities

•On May 30, 2025, we paid off the $10.8 million loan on 770 South Post Oak with cash on hand.

•On October 10, 2025, we paid off the $18.8 million loan on Villas at Bon Secour in connection with the sale of the underlying property (See "Disposition Activities").

Development Activities

During the year ended December 31, 2025, we expended $69.0 million in the construction of Alera, a 240 unit multifamily property in Lake Wales, Florida; Bandera Ridge, a 216 unit multifamily property in Temple, Texas; Merano, a 216 unit multifamily property in McKinney, Texas, and Mountain Creek, a 234 unit multifamily property in Dallas, Texas; which were funded in part by $63.8 million in borrowing from our construction loans. We substantially completed the construction of Alera, Bandera Ridge and Merano in 2025, and expect to complete Mountain Creek in 2026.

Business Plan and Investment Policy

Our business strategy is to maximize long-term value for our stockholders by the acquisition, development and ownership of income-producing multifamily properties in the secondary markets of the Southern United States. We generally hold our investments in real estate for the long term. We seek to maximize the current income and the value of our real estate by maintaining high occupancy levels while charging competitive rents and controlling costs. In the past we have opportunistically acquired commercial properties for income and appreciation. In addition, we also opportunistically acquire land for future development. From time to time and when we believe it appropriate to do so, we sell land and income-producing properties. We also invest in mortgage receivables.

All of our multifamily properties and one of our commercial properties are managed third-party companies and three of our commercial properties are managed by Regis Realty Prime, LLC (“Regis"), collectively the "Management Companies". The Management Companies conduct all of the administrative functions associated with our property operations (including billing, collections, and response to tenant inquiries). Regis receives property management fees, construction management fees and leasing commissions in accordance with the terms of its property-level management agreement and is also entitled to receive real estate brokerage commissions in accordance with the terms of a non-exclusive brokerage agreement. Refer to Part III, Item 10. “Directors, Executive Officers and Corporate Governance – Property Management”.

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We also invest in notes receivables that are collateralized by investments in land and/or multifamily properties. These investments include notes receivables from Unified Housing Foundation, Inc. ("UHF"). Due to our ongoing relationship and significant investment in the performance of the collateral secured under the notes receivable, we consider UHF to be a related party.

We finance our business activities from operating cash flow, proceeds from the sale of land and income-producing properties, and debt, which is financing primarily in the form of property-specific, first-lien mortgage loans from commercial banks and institutional lenders. Most of the mortgage loans on our multifamily properties are insured with the Department of Housing and Urban Development ("HUD"). HUD backed mortgage loans generally provide for lower interest rates and longer term than conventional loans. However, HUD insured loans are subject to extensive regulations over the origination and transfers of mortgage loans and restrictions on the amount and timing of distribution of cash flows from the underlying real estate. When we sell properties, we may carry a portion of the sales price, generally in the form of a short-term interest bearing seller-financed note receivable, secured by the property being sold. We may also from time to time enter into partnerships or joint ventures with various investors to acquire land or income-producing properties, or to sell interests in some of our properties.

We have increased our portfolio of multifamily properties by partnering with third-party developers (“Developers”) to construct the properties on our behalf. In these instances, we determined the location, design, construction budget and initial lease plan for a potential development project (“Development Project”). The cost of the Development Project included a development fee paid to the Developer. To ensure that a Development Project was constructed on plan, on time and on budget, we often entered into a convertible loan arrangement with the Developer, whereby we advanced the out-of-pocket capital to the developer at nominal rate of interest with an option to convert the loan into a 100% ownership interest in the entity that held the Development Project for a price equal to development cost.

We have also contracted Pillar as the Developer to construct multifamily properties on our behalf and to manage land development projects, including Windmill Farms. We believe direct involvement through Pillar enables us to achieve higher construction quality, greater control over construction schedules and cost savings.

Competition

The real estate business is highly competitive and we compete with numerous companies engaged in real estate activities (including certain entities described in Part III, Item 13. “Certain Relationships and Related Transactions, and Director Independence”), some of which have greater financial resources than us. We believe that success against such competition is dependent upon the geographic location of a property, the performance of property-level managers in areas such as leasing and marketing, collection of rents and control of operating expenses, the amount of new construction in the area and the maintenance and appearance of the property. Additional competitive factors include ease of access to a property, the adequacy of related facilities such as parking and other amenities, and sensitivity to market conditions in determining rent levels. With respect to multifamily properties, competition is also based upon the design and mix of the units and the ability to provide a community atmosphere for the residents. We believe that beyond general economic circumstances and trends, the degree to which properties are renovated or new properties are developed in the competing submarket are also competitive factors. Refer to Part I, Item1A. “Risk Factors”.

To the extent that we seek to sell any properties, the sales prices for the properties may be affected by competition from other real estate owners and financial institutions also attempting to sell properties in areas where our properties are located, as well as aggressive buyers attempting to dominate or penetrate a particular market.

Government Regulations

Our properties are subject to various covenants, laws, ordinances and regulations, including regulations relating to common areas, fire and safety requirements, various environmental laws, HUD, the American Disabiltities Act ("ADA") and rent control laws.

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Segments

We operate two business segments: the acquisition, development, ownership and management of multifamily properties, and the acquisition, development, ownership and management of commercial properties; which are primarily office properties. The services for our commercial segment include primarily rental of office space and other tenant services, including parking and storage space rental. The services for our multifamily segment include primarily rental of apartments and other tenant services, including parking and storage space rental. See Note 5 to our consolidated financial statements in Item 8 of this Report for more information regarding our segments.

Human Capital

We have no employees. Employees of Pillar render services to us in accordance with the terms of the Advisory Agreement.

Available Information

We maintain a website at www.americanrealtyinvest.com. We make available through our website free of charge Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, reports filed pursuant to Section 16, and amendments to those reports, as soon as reasonably practicable after we electronically file or furnish such materials to the Securities and Exchange Commission. In addition, we have posted the charters for our Audit Committee, Compensation Committee, and Governance and Nominating Committee, as well as our Code of Business Conduct and Ethics, Corporate Governance Guidelines on Director Independence and other information on the website. These charters and principles are not incorporated in this Report by reference. We will also provide a copy of these documents free of charge to stockholders upon written request. We issue Annual Reports containing audited financial statements to our common stockholders.