Transcontinental Realty Investors (TCI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for November 11, 2026, to elect five directors, ratify the auditor, and approve issuance of new shares to a related party.

• Record date for voting is October 7, 2026, with 8,639,316 shares outstanding; majority presence required for quorum.

• Board recommends voting in favor of all proposals, including director elections, auditor ratification, and share issuance.

Voting matters and shareholder proposals

• Proposals include election of five directors, ratification of Farmer, Fuqua & Huff, P.C. as auditor, and approval of 134,649 new shares to Realty Advisors, Inc.

• Related parties holding 87.39% of shares intend to vote in favor of all proposals.

• Shareholder proposals for the 2027 meeting must be received by December 31, 2026.

Board of directors and corporate governance

• Board consists of five members, all deemed independent under NYSE and company guidelines.

• Standing committees: Audit, Compensation, Governance and Nominating; all committee members are independent.

• Presiding Director role established for executive sessions; Ted R. Munselle currently serves in this role.

• Board met five times in 2025; all directors attended at least 75% of meetings.

• Directors' compensation includes annual retainers and fees for special services; total paid in 2025 was $54,332.