ARL's Annual Meeting Set: Related Party Holds 90.82% Voting Power

TL;DR

**Don't bother voting your ARL shares; a single related party already controls 90.82% of the outcome.**

AI Summary

AMERICAN REALTY INVESTORS INC (ARL) is holding its Annual Meeting of Stockholders on December 10, 2025, in Dallas, Texas. Key proposals include the election of a five-member Board of Directors and the ratification of Farmer, Fuqua & Huff, P.C. as the independent registered public accounting firm. As of the November 3, 2025 record date, 16,152,043 shares of Common Stock were outstanding, with each share entitled to one vote. A significant detail is that a related party holds 14,669,820 shares, representing approximately 90.82% of the outstanding shares, and intends to vote in favor of both proposals. The Board of Directors, including Henry A. Butler, Fernando Victor Lara Celis, Ted R. Munselle, Robert A. Jakuszewski, and William J. Hogan, have all been determined to be independent. Ted R. Munselle, who chairs the Audit Committee, is qualified as an audit committee financial expert and serves on the audit committees of four entities, three of which are part of a consolidated group.

Why It Matters

This DEF 14A filing reveals a highly concentrated ownership structure at AMERICAN REALTY INVESTORS INC, with a single related party controlling 90.82% of the voting shares. This level of control significantly diminishes the influence of minority shareholders on key decisions like director elections and auditor ratification, potentially impacting corporate governance and accountability. For investors, this means limited ability to effect change, while employees and customers might see decisions driven primarily by the interests of the dominant shareholder. In a competitive real estate market, such a structure could either streamline strategic execution or lead to a lack of diverse perspectives.

Risk Assessment

Risk Level: medium — The risk level is medium due to the highly concentrated ownership, with a related party holding 14,669,820 shares, or approximately 90.82% of the 16,152,043 outstanding shares. This substantial control means that the outcomes of the election of five directors and the ratification of Farmer, Fuqua & Huff, P.C. are effectively predetermined, limiting the influence of other stockholders.

Analyst Insight

Investors should recognize that their vote in AMERICAN REALTY INVESTORS INC's upcoming annual meeting is largely symbolic given the 90.82% control by a related party. Consider evaluating the company's long-term strategy and performance through the lens of this dominant shareholder's interests, as they will dictate corporate direction.

Key Numbers

• 16,152,043 — Shares of Common Stock outstanding (As of the November 3, 2025 Record Date, each share is entitled to one vote.)
• 14,669,820 — Shares held by a related party (Represents approximately 90.82% of outstanding shares and intends to vote in favor of both proposals.)
• 90.82% — Percentage of shares held by a related party (Indicates significant control over voting outcomes.)
• 5 — Number of directors to be elected (Board of five directors to serve until the next Annual Meeting.)
• 8,076,022 — Votes required for a quorum (Represents a majority of the 16,152,043 outstanding shares.)
• 2025-12-10 — Date of Annual Meeting (Meeting to be held at 10:00 a.m. local Dallas, Texas time.)
• 2025-11-03 — Record Date for voting (Stockholders of record at the close of business on this date are entitled to vote.)
• 5 — Audit Committee meetings in 2024 (Indicates oversight activity of the Audit Committee.)
• 2 — Governance and Nominating Committee meetings in 2024 (Indicates activity of the Governance and Nominating Committee.)
• 2 — Compensation Committee meetings in 2024 (Indicates activity of the Compensation Committee.)

Key Players & Entities

• AMERICAN REALTY INVESTORS INC (company) — Registrant
• Farmer, Fuqua & Huff, P.C. (company) — Independent registered public accounting firm
• Louis J. Corna (person) — Executive Vice President, General Counsel, Tax Counsel and Secretary
• Henry A. Butler (person) — Independent Director
• William J. Hogan (person) — Independent Director
• Robert A. Jakuszewski (person) — Independent Director
• Ted R. Munselle (person) — Independent Director, Audit Committee Chair, Presiding Director, Audit Committee Financial Expert
• Fernando Victor Lara Celis (person) — Independent Director
• SEC (regulator) — Securities and Exchange Commission
• NYSE (regulator) — New York Stock Exchange

FAQ

Risk Factors

• Related Party Control [high — financial]: A single related party holds 14,669,820 shares, representing approximately 90.82% of the outstanding shares. This concentration of ownership gives the related party significant control over voting outcomes, including the election of directors and ratification of auditors, potentially limiting minority shareholder influence.
• Audit Committee Independence and Expertise [medium — regulatory]: Ted R. Munselle, Chair of the Audit Committee, serves on the audit committees of four entities, three of which are part of a consolidated group. While qualified as an audit committee financial expert, the extent of his involvement with consolidated entities may raise questions about independent oversight for American Realty Investors, Inc.

Industry Context

American Realty Investors, Inc. operates within the real estate investment sector. This industry is characterized by its sensitivity to interest rates, economic cycles, and property market dynamics. Companies in this space typically focus on acquiring, developing, and managing real estate assets to generate rental income and capital appreciation.

Regulatory Implications

The significant concentration of voting power with a related party raises potential governance concerns and may reduce the influence of other shareholders. The company must ensure compliance with all SEC regulations regarding proxy solicitations and disclosures, particularly concerning related-party transactions and board independence.

What Investors Should Do

1. Review the independence and qualifications of the nominated directors, noting the significant influence of the related party shareholder.
2. Understand the voting requirements for each proposal, especially the impact of abstentions on the ratification of auditors.
3. Monitor the company's website for any updates or additional information regarding the Annual Meeting and its outcomes.

Key Dates

• 2025-12-10: Annual Meeting of Stockholders — Key decisions regarding board composition and auditor ratification will be made. The outcome is heavily influenced by a large related party shareholder.
• 2025-11-03: Record Date for voting — Determines which stockholders are eligible to vote at the Annual Meeting. As of this date, 16,152,043 shares were outstanding.
• 2025-11-06: Distribution of Proxy Statement and Proxy Form — Initiates the formal solicitation of shareholder votes for the upcoming Annual Meeting.

Glossary

DEF 14A

A Definitive Proxy Statement filed with the SEC by a company to solicit shareholder votes for an upcoming meeting. (This document outlines the proposals to be voted on at the Annual Meeting, including director elections and auditor ratification.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends or vote at a shareholder meeting. (Establishes the pool of 16,152,043 outstanding shares entitled to vote on December 10, 2025.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for business to be legally transacted. (A quorum of 8,076,022 votes (majority of outstanding shares) is needed for the Annual Meeting to proceed.)

Plurality of votes

A voting system where the candidate who receives the most votes is elected, even if they do not receive a majority of the total votes cast. (This is the voting standard for the election of directors, meaning the nominees with the most votes will be elected.)

Independent registered public accounting firm

An external audit firm that meets specific independence requirements set by regulatory bodies, responsible for auditing a company's financial statements. (The ratification of Farmer, Fuqua & Huff, P.C. as the company's auditor is a key proposal at the meeting.)

Year-Over-Year Comparison

This filing is a proxy statement for the December 10, 2025 annual meeting and does not contain comparative financial data from a prior year's annual report or proxy statement. Therefore, a direct comparison of key metrics like revenue growth or margin changes to a previous filing is not possible based on this document alone.

Key Financial Figures

• $20,000 — titled to receive an annual retainer of $20,000, plus reimbursement for expenses. Prior
• $45,000 — r was entitled to an annual retainer of $45,000. The Chairman of the Board does not cur
• $500 — ommittee also receives an annual fee of $500. In addition, each independent director
• $1,000 — director receives an additional fee of $1,000 per day for any special services render
• $90,238 — or service as a director. During 2024, $90,238 was paid to the nonemployee directors i
• $20,500 — mployee directors were Ted R. Munselle ($20,500), Robert A. Jakuszewski ($20,000), Will
• $9,738 — ra Celis ($20,000) and Henry A. Butler ($9,738). Stockholders’ Communication wi

Filing Documents

• arl-def14a_121025.htm (DEF 14A) — 210KB
• 0001999371-25-017179.txt ( ) — 211KB

From the Filing

DEF 14A 1 arl-def14a_121025.htm DEFINITIVE PROXY STATEMENT UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement. CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)). Definitive Proxy Statement. Definitive Additional Materials. Soliciting Material Pursuant to Section 240.14a-12. AMERICAN REALTY INVESTORS, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: AMERICAN REALTY INVESTORS, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 10, 2025 American Realty Investors, Inc. will hold its Annual Meeting of Stockholders on Wednesday, December 10, 2025, at 10:00 a.m., local Dallas, Texas time, at 1603 LBJ Freeway, Suite 800, Dallas, Texas 75234. The purpose of the meeting is to consider and act upon: Election of a Board of five directors to serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified. Ratification of the appointment of Farmer, Fuqua & Huff, P.C. as the independent registered public accounting firm. Such other matters as may properly be presented at the Annual Meeting. Only Stockholders of record at the close of business on Monday, November 3, 2025, will be entitled to vote at the meeting. Your vote is important. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card in the accompanying envelope provided. Your completed proxy will not prevent you from attending the meeting and voting in person should you choose. Dated: November 4, 2025 By order of the Board of Directors, Louis J. Corna Executive Vice President, General Counsel, Tax Counsel and Secretary __________________________ This Proxy Statement is available at www.americanrealtyinvest.com . Among other things, the Proxy Statement contains information regarding: The date, time and location of the meeting A list of the matters being submitted to Stockholders Information concerning voting in person AMERICAN REALTY INVESTORS, INC. PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 10, 2025 The Board of Directors of American Realty Investors, Inc. (the “ Company,” or “ we” or “ us” or “our”) is soliciting proxies to be used at the Annual Meeting of Stockholders following the fiscal year ended December 31, 2024 (the “ Annual Meeting”). Distribution of this Proxy Statement and a Proxy Form is scheduled to begin on November 6, 2025. The mailing address of the Company’s principal executive offices is 1603 LBJ Freeway, Suite 800, Dallas, Texas 75234. About the Meeting Who Can Vote Record holders of Common Stock of the Company at the close of business on Monday, November 3, 2025 (the “Record Date”), may vote at the Annual Meeting. On that date, 16,152,043 shares of Common Stock were outstanding. Each share is entitled to cast one vote. How Can You Vote If you return your signed proxy before the Annual Meeting, we will vote your shares as you direct. You can specify whether your shares should be voted for all, some or none of the nominees for director. You can also specify whether you approve, disapprove or abstain from the other proposal to ratify the selection of auditors. If a proxy is executed and returned but no instructions are given, the shares will be voted according to the recommendations of the Board of Directors. The Board of Directors recommends a vote FOR Proposals 1 and 2. Revocation of Proxies You may revoke your proxy at any time before it is exercised by (a) delivering a written notice of revocation to the Corporate Secretary, (b) delivering another proxy that is dated later than the original p

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