American Realty Investors (ARL)) Proxy filing summary

Executive summary

• Annual meeting set for November 11, 2026, in Dallas; voting covers five director seats and auditor ratification.

• Board recommends FOR both proposals; an affiliated holder with 91.01% of outstanding shares has advised it intends to support both.

Voting matters and shareholder proposals

• Five incumbent nominees stand for election until the 2027 annual meeting; plurality voting applies, with no cumulative voting.

• Stockholders will vote on ratifying Farmer, Fuqua & Huff, P.C. for FY2026 and quarterly reviews through September 30, 2027; approval requires a majority of shares represented and entitled to vote.

• Record date was October 8, 2026, with 16,152,043 common shares outstanding; each share carries one vote.

• Proposals for the 2027 annual meeting generally must be received by December 31, 2026; a later window applies through August 1, 2027 if proxy materials have not yet been printed.

Board of directors and corporate governance

• All five directors were determined independent in the Board’s December 2025 review; each attended at least 75% of Board and committee meetings in FY2025.

• The Board met five times and independent directors held four executive sessions in FY2025; Ted R. Munselle was designated Presiding Director in December 2025 through this annual meeting.

• Audit, Compensation, and Governance and Nominating Committees oversee financial reporting, compensation and succession planning, and governance and director nominations, respectively.

• Nonemployee directors generally receive a $20,000 annual retainer; total director fees paid for FY2025 were $90,238.