UNITED STATES FORM10-Q TRANSCONTINENTAL REALTY INVESTORS, INC. (Exact Name of Registrant as Specified in Its Charter) 94-6565852(I.R.S. EmployerIdentification No.) Securities registered pursuant to Section 12(b) of the Exchange Act: Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1.Financial StatementsConsolidated Balance Sheets at March 31, 2025 and December 31, 2024Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024Consolidated Statements of Equity for the three months ended March 31, 2025 and 2024Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 PART II. OTHER INFORMATION Item 1.Legal ProceedingsItem 1A.Risk Factors TRANSCONTINENTAL REALTY INVESTORS, INC.CONSOLIDATED BALANCE SHEETS(dollars in thousands, except share and par value amounts)(Unaudited) TRANSCONTINENTAL REALTY INVESTORS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(dollars in thousands)(Unaudited) Table of Contents TRANSCONTINENTAL REALTY INVESTORS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts) 1.Organization As used herein, the terms “the Company”, “we”, “our”, or “us” refer to Transcontinental Realty Investors, Inc., a Nevada corporation,which was formed in 1984. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “TCI”. Weareowned approximately78% by American Realty Investors, Inc. (“ARL”), whose common stock is listed on the NYSE under the symbol Our primary business is the acquisition, development and ownership of income-producing residential and commercial real estateproperties. In addition, we opportunistically acquire land for future development in in-fill or high-growth suburban markets. From time totime, and when we believe it appropriate to do so, we will also sell land and income-producing properties. We generate revenues by leasing At March31, 2025, our portfolio of properties consisted of: ●Fouroffice buildings comprising in aggregate of approximately1,060,236square feet;●Fourteenmultifamily properties, owned directly by us, comprising of2,328units;●Fourmultifamily properties in development comprising in906units; and Our day to day operations are managed by Pillar Income Asset Management, Inc. (“Pillar”). Pillar's duties include, but are not limitedto, locating, evaluating and recommending real estate and real estate-related investment opportunities, asset management, propertydevelopment, construction management and arranging debt and equity financing with third party lenders and investors. We have noemployees; all of our services are performed by Pillar employees.Threeof our commercial properties are managed by Regis Realty Prime, 2.Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Qand Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared inaccordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted in Certain prior year amounts have been reclassified to conform with the current year presentation. These reclassifications had no effecton the reported results of operation. The consolidated balance sheet at December31, 2024 was derived from the audited consolidated financial statements at that date, butdoes not include all of the information and disclosures required by GAAP for complete financial statements. For further information, refer We consolidate entities in which we are considered to be the primary beneficiary of a variable interest entity (“VIE”) or have amajority of the voting interest of the entity. We have determined that we are a primary beneficiary of the VIE when we have (i) the powerto direct the activities of a VIE that most significantly impacts its economic performance, and (ii) the obligations to absorb losses or the TRANSCONTINENTAL REALTY INVESTORS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share amounts) whether we are the primary beneficiary, we consid