AMERICAN REALTY INVESTORS INC

Regulatory Filings • Dec 12, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 12, 2025

American Realty Investors, Inc.

(Exact name of registrant as specified in its charter)

Nevada — (State or other jurisdiction of Incorporation or organization)		001-15663 — (Commission File Number)		75-2847135 — (IRS Employer Identification Number)
1603 LBJ Freeway,	Suite 800	Dallas	TX	75234
(Address of principal executive offices)				(Zip Code)

( 469 ) 522-4200

Registrant’s Telephone Number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 230.425)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Securities Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 240.413e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	ARL	NYSE

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ((17 CFR 230.405 of or Rule 12b-2 of the Securities Act of 1934 (17 CFR 230.405):

☐ Emerging growth company

If an emerging growth company indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5 – Corporate Governance and Management

Item 5.07 – Submission of Matters to the Vote of Security Holders

On December 10, 2025, the Annual Meeting of Stockholders of American Realty Investors, Inc. (“ARL” or the “Issuer” or the “Registrant”) was held, following a solicitation of proxies, pursuant to a Notice of Annual Meeting and related Proxy Statement, dated November 4, 2025, distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. On the record date of November 3, 2025, a total of 16,152,043 shares of Common Stock were outstanding, with each share entitled to cast one vote.

At the meeting, proxies representing at least 15,698,093 shares (97.2%% of the outstanding) appeared and were cast, thereby establishing a quorum present in person or by proxy. It was noted that, of the 16,152,043 outstanding shares of Common Stock, 7,261,561 shares are held in DTC/CEDE accounts on the Record Date.

At the Annual Meeting, which involved the election of directors, the following named persons received the number of votes cast for, against or , as well as the number of abstention and broker non-votes:

Name	For	Against	Abstention	Broker Non-Votes
Henry A. Butler	15,216,520	—	87,663	393,910
William J. Hogan	15,125,497	—	178,686	393,910
Robert A. Jakuszewski	15,105,464	—	198,719	393,910
Fernando V. Lara Celis	15,125,653	—	178,530	393,910
Ted R. Munselle	15,108,495	—	195,688	393,910

All of the nominees named above, each of which is currently a director of the Registrant, were elected at such Annual Meeting.

The only other matter presented at the Annual Meeting was the ratification of the appointment of Farmer, Fuqua & Huff, P.C. as the independent registered public accounting firm for the Registrant for the fiscal year ending December 31, 2025, and any interim period. A total of 15,617,234 votes were cast FOR, 80,618 votes were cast AGAINST, and 241 votes ABSTAINED from voting with respect to such proposal. There were no broker non-votes.

The Annual Meeting of the Board of Directors was held on the following day, December 11, 2025. At such meeting, Henry A. Butler was re-elected Chairman of the Board and Ted R. Munselle was re-appointed as the Presiding Director.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AMERICAN REALTY INVESTORS, INC. — /s/ ERIK L. JOHNSON
Erik L. Johnson
President and Chief Executive Officer