FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from________ to________ Commission File Number 001-14784 INCOME OPPORTUNITY REALTY INVESTORS,INC. (Exact Name of Registrant as Specified in Its Charter) 75-2615944(I.R.S. EmployerIdentification No.) Nevada(State or Other Jurisdiction ofIncorporation or Organization) 1603 Lyndon B. Johnson Freeway, Suite 800, Dallas, Texas 75234(Address of principal executive offices) (Zip Code) (469) 522-4200(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Exchange Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Acceleratedfiler☐Non-accelerated filer☒Smallerreportingcompany☒Emerging growth Company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No. As of August6, 2026, there were 4,066,178 shares of common stock outstanding. INCOME OPPORTUNITY REALTY INVESTORS, INC. FORM 10-Q TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1.Financial Statements3Consolidated Balance Sheets at June 30, 2026 and December 31, 20253Consolidated Statements of Operations for the threeand six months ended June 30, 2026 and 20254Consolidated Statements of Equity for the three and six months ended June 30, 2026 and 20255Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 20256Notes to Consolidated Financial Statements7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations9Item 3.Quantitative and Qualitative Disclosures About Market Risks11Item 4.Controls and Procedures11PART II. OTHER INFORMATIONItem 1.Legal Proceedings11Item 1A.Risk Factors11Item 2.Unregistered Sales of Equity Securities and Use of Proceeds11Item 3.Defaults Upon Senior Securities11Item 4.Mine Safety Disclosures11Item 5.Other Information11Item 6.Exhibits12Signatures132 INCOME OPPORTUNITY REALTY INVESTORS, INC.CONSOLIDATED BALANCE SHEETS(dollars in thousands, except share and par value amounts)(Unaudited) The accompanying notes are an integral part of these consolidated financial statements. INCOME OPPORTUNITY REALTY INVESTORS, INC.CONSOLIDATED STATEMENTS OF OPERATIONS(dollars in thousands, except per share amounts)(Unaudited) INCOME OPPORTUNITY REALTY INVESTORS, INC.CONSOLIDATED STATEMENT OF EQUITY(dollars in thousands)(Unaudited) INCOME OPPORTUNITY REALTY INVESTORS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(dollars in thousands)(Unaudited) INCOME OPPORTUNITY REALTY INVESTORS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share and square foot amounts)(Unaudited) 1.Organization Income Opportunity Realty Investors, Inc. (the “Company”) is an externally managed company that currently holds investmentsin mortgage notes receivables. As used herein, the terms “IOR”, “the Company”, “We”, “Our”, or “Us” refer to the Company. Transcontinental Realty Investors, Inc. (“TCI”), whose common stock is listed on the NYSE under the symbol “TCI”, ownedapproximately 85.1% of our stock at June30, 2026 and together with an affiliate owned approximately 91.8% of our common stock atJune30, 2026. Accordingly our financial results are included in the consolidated financial statements of TCI. American RealtyInvestors, Inc. (“ARL”), whose common stock is traded on the NYSE under the symbol “ARL”, in turn, owns approximately 79.2% ofTCI. Our business is managed by Pillar Income Asset Management, Inc. (“Pillar”). Their duties include, but are not limited to, locating, evaluating and recommending real estate and real estate-related investmentopportunities. Pillar also arranges our debt and equity fi