TCI's Annual Meeting Set: Related Parties Control 86.44% of Votes

TL;DR

**TCI's annual meeting is a formality; related parties' 86.44% stake means management's proposals are a lock, so don't expect any surprises.**

AI Summary

Transcontinental Realty Investors, Inc. (TCI) is holding its Annual Meeting of Stockholders on December 10, 2025, at 10:15 a.m. 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 October 29, 2025 record date, 8,639,316 shares of Common Stock were outstanding, with each share entitled to one vote. Notably, related parties hold 7,467,714 shares, representing approximately 86.44% of outstanding shares, and intend to vote in favor of both proposals. The Board of Directors, including independent members Henry A. Butler, Fernando Victor Lara Celis, Ted R. Munselle, Robert A. Jakuszewski, and William J. Hogan, oversees the company's strategy and risks. Ted R. Munselle, who chairs the Audit Committee, is qualified as an "audit committee financial expert" and also serves on the audit committees of three other consolidated real estate entities and one additional public company board.

Why It Matters

This DEF 14A filing reveals that Transcontinental Realty Investors' (TCI) related parties control a dominant 86.44% of voting shares, effectively pre-determining the outcome of director elections and auditor ratification. For investors, this signifies limited influence on corporate governance, potentially impacting shareholder activism and independent oversight. Employees and customers might see stable leadership, but the lack of diverse shareholder input could stifle innovation or responsiveness. In the competitive real estate market, such concentrated control could either streamline decision-making or lead to insular strategies, potentially affecting TCI's long-term market position against more agile competitors.

Risk Assessment

Risk Level: low — The risk level is low for the company's proposals due to the overwhelming control by related parties. As of October 29, 2025, related parties hold 7,467,714 shares, representing approximately 86.44% of the 8,639,316 outstanding shares, and have stated their intent to vote in favor of both the election of directors and the ratification of auditors. This ensures the passage of the Board's recommendations.

Analyst Insight

Investors should recognize the limited impact of their individual votes given the 86.44% control by related parties. Focus instead on TCI's financial performance and strategic direction, as governance changes are unlikely to be driven by minority shareholders. Consider if this concentrated ownership aligns with your investment thesis.

Key Numbers

• 8,639,316 — Shares of Common Stock outstanding (As of the October 29, 2025 Record Date, each entitled to one vote.)
• 7,467,714 — Shares held by related parties (Represents approximately 86.44% of outstanding shares and intend to vote for proposals.)
• 86.44% — Percentage of shares held by related parties (Indicates significant control over voting outcomes for proposals 1 and 2.)
• 5 — Number of directors to be elected (The Board will consist of five directors.)
• 4,319,659 — Votes required for a quorum (Represents a majority of the 8,639,316 outstanding shares.)
• 5 — Audit Committee meetings in 2024 (Indicates active oversight by the Audit Committee.)
• 2 — Governance and Nominating Committee meetings in 2024 (Indicates activity of the committee responsible for corporate governance.)
• 2 — Compensation Committee meetings in 2024 (Indicates activity of the committee responsible for executive compensation.)
• 2025-12-10 — Date of Annual Meeting (The date stockholders will vote on proposals.)
• 2025-10-29 — Record Date for voting (Stockholders of record on this date are eligible to vote.)

Key Players & Entities

• TRANSCONTINENTAL 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

Industry Context

Transcontinental Realty Investors, Inc. operates within the real estate investment sector. The company's annual meeting focuses on corporate governance and the election of directors, typical for publicly traded entities. The significant control by related parties suggests a concentrated ownership structure, which can influence strategic decisions and board composition.

Regulatory Implications

The filing of a DEF 14A is a standard SEC requirement for public companies to ensure transparency and proper shareholder communication regarding annual meetings. Compliance with proxy solicitation rules and disclosure requirements is critical.

What Investors Should Do

1. Review the nominees for the Board of Directors to understand their qualifications and independence, although related parties' voting intent suggests a high likelihood of their election.
2. Note the significant voting power held by related parties (86.44% of shares), which heavily influences the outcome of proposals.
3. Confirm voting instructions on the proxy card to ensure your vote is counted as intended, even though related parties' votes are expected to pass the proposals.

Key Dates

• 2025-12-10: Annual Meeting of Stockholders — Stockholders will vote on the election of directors and ratification of auditors. This is the primary event for shareholder engagement and decision-making.
• 2025-10-29: Record Date — Establishes the list of shareholders eligible to vote at the Annual Meeting. As of this date, 8,639,316 shares were outstanding.
• 2025-11-03: Distribution of Proxy Statement and Proxy Form — Informs shareholders about the meeting agenda, proposals, and voting procedures, enabling them to make informed decisions.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the primary source of information for the annual meeting, outlining proposals, board members, and voting procedures.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Determines who is eligible to vote at the December 10, 2025, Annual Meeting. 8,639,316 shares were outstanding on October 29, 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 4,319,659 votes (majority of outstanding shares) is needed for the Annual Meeting to be valid.)

Related Parties

Individuals or entities that have the ability to control or significantly influence the financial and operating decisions of a company. (Related parties hold 7,467,714 shares (86.44% of outstanding shares) and intend to vote in favor of the proposals, indicating significant control over voting outcomes.)

Audit Committee Financial Expert

A member of the audit committee who possesses specific financial knowledge and experience, as defined by SEC regulations. (Ted R. Munselle is identified as an audit committee financial expert, indicating strong financial oversight capabilities within the board.)

Year-Over-Year Comparison

This filing is a proxy statement for the December 10, 2025 annual meeting, detailing proposals for director elections and auditor ratification. Specific comparative financial metrics or changes from a previous filing are not detailed within this proxy statement itself, as its primary purpose is to solicit votes for upcoming corporate actions.

Key Financial Figures

• $12,000 — titled to receive an annual retainer of $12,000 plus reimbursement for expenses. Prior
• $30,000 — r was entitled to an annual retainer of $30,000. The Chairman of the Board does not cur
• $500 — dit Committee 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
• $54,332 — r service as a director. During 2024, $54,332 was paid to the nonemployee directors i
• $12,500 — tor Lara Celis ($12,000), Ted Munselle ($12,500), William J. Hogan ($12,000), Robert A.
• $5,832 — uszewski ($12,000) and Henry A. Butler ($5,832). Stockholders’ Communication w

Filing Documents

• tci-def14a_121025.htm (DEF 14A) — 265KB
• 0001999371-25-016737.txt ( ) — 266KB

From the Filing

DEF 14A 1 tci-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. TRANSCONTINENTAL 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: TRANSCONTINENTAL REALTY INVESTORS, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 10, 2025 Transcontinental Realty Investors, Inc. will hold its Annual Meeting of Stockholders on Wednesday, December 10, 2025, at 10:15 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 Wednesday, October 29, 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: October 30, 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.transconrealty-invest.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 TRANSCONTINENTAL REALTY INVESTORS, INC. PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 10, 2025 The Board of Directors of Transcontinental Realty Investors, Inc. (the “Company” or “we” or “us”) 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 3, 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 Wednesday, October 29, 2025 (the “Record Date”), may vote at the Annual Meeting. On that date, 8,639,316 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

View Full Filing

View this DEF 14A filing on SEC EDGAR