What changed in this filing

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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-20 · 31 added, 37 removed, 357 unchanged (16% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Principal Executive and Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Principal Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation, our Principal Executive and Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer and our Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation, our Principal Executive Officer and our Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The affairs of the Company are managed by our Board of Directors.

The affairs of the Company are managed by our Board of Directors ("Directors").

The Directors are elected at the annual meeting of stockholders or appointed by the incumbent Board and serve until the next annual meeting of stockholders or until a successor has been elected or approved.

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JAKUSZEWSKI, age 63, Director, Independent, since November 2005

Jakuszewski is currently has served as a Territory Manager for Artesa Labs since April 2015.

He was a Medical Specialist from January 2014 to April 2015 for VAYA Pharma, Inc., Senior Medical Liaison from January 2013 to July 2013 for Vein Clinics of America, and the Vice President of Sales and Marketing from September 1998 to December 2012 for New Horizons Communications, Inc.

Jakuszewski has been Business Development Manager of Ivy Rehab since May 2025.

He was a Territory Manager for Artesa Labs from April 2015 to May 2025, a Medical Specialist from January 2014 to April 2015 for VAYA Pharma, Inc., Senior Medical Liaison from January 2013 to July 2013 for Vein Clinics of America, and the Vice President of Sales and Marketing from September 1998 to December 2012 for New Horizons Communications, Inc.

Jakuszewski has also served as a Director of TCI since November 2005 and a Director of IOR since March 2004 .

LARA CELIS, age 59, Director, Independent, since October 2023

Lara is an entrepreneur and the General Manager and President of FYA Project, LLC, a Schlotzsky’s Deli Franchisee (Restaurant and Fast Food) which owns and operates seven locations in the North Dallas, Texas area.

Lara is an entrepreneur and the former General Manager and President of FYA Project, LLC, a Schlotzsky’s Deli Franchisee (Restaurant and Fast Food) which owned and operated nine locations in the North Dallas, Texas area.

He is also the General Manager and President of UDF de Mexico S.de R.L.

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Board Meetings and Committees

The Board of Directors held six meetings during 2024.

The Board of Directors held five meetings during 2025.

For such year, no incumbent director attended fewer than 75% of the aggregate of (1) the total number of meetings held by the Board during the period for which he or she had been a director and (2) the total number of meetings held by all committees of the Board on which he or she served during the period that he served.

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The Audit Committee is responsible for review and oversight of our operating and accounting procedures.

Our Audit Committee charter is available on our Investor Relations website (www.americanrealtyinvest.com).

Our Audit Committee charter is available on our Investor Relations Website.

The Audit Committee is an “audit committee” for purposes of Section 3(a)(58) of the Exchange Act.

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Dzyuba has served as the Senior Vice President and Chief Accounting Officer of the Company since July 2019 .

She also serves as Senior Vice President and Chief Accounting Officer of Pillar, TCI and IOR.

Dzyuba has over twenty-one years of real estate accounting and financial reporting experience, including six years of broker-dealer regulatory reporting experience.

She also serves as Senior Vice President and Chief Accounting Officer of TCI and IOR.

Dzyuba has over twenty-two years of real estate accounting and financial reporting experience, including six years of broker-dealer regulatory reporting experience.

Code of Ethics

16 unchanged sentences

Pillar also serves as an Advisor and Cash Manager to TCI and IOR.

Pillar is a Nevada corporation, the sole stockholder of which is Realty Advisors, LLC, a Nevada limited liability company, the sole member of which is RAI, a Nevada corporation, the sole stockholder of which is MRHI, a Delaware corporation, the sole stockholder of which is a trust known as the May Trust.

The beneficiaries of the May Trust are the children of the late Gene E.

Pillar, a Nevada corporation, is owned by Realty Advisors, Inc.

("RAI"), a Nevada corporation, which is owned by May Realty Holdings, Inc.

("MRHI"), a Delaware corporation, which is owned by and/or for the benefit of, the children and grandchildren of the late Gene E.

Under the Advisory Agreement, Pillar is required to annually formulate and submit, for Board approval, a budget and business plan containing a twelve-month forecast of operations and cash flow, a general plan for asset sales and purchases, lending, foreclosure and borrowing activity, and other investments.

Pillar is required to report quarterly to the Board on the Company's performance against the business plan.

In addition, all transactions require prior Board approval, unless they are explicitly provided for in the approved business plan or are made pursuant to authority expressly delegated to Pillar by the Board.

In addition, all transactions with Pillar require prior Board approval, unless they are explicitly provided for in the approved business plan or are made pursuant to authority expressly delegated to Pillar by the Board.

The Advisory Agreement also requires prior Board approval for the retention of all consultants and third party professionals, other than legal counsel.

2 unchanged sentences

and contains guidelines for Pillar’s allocation of investment opportunities as among itself, the Company and other entities it advises.

The Advisory Agreement provides for Pillar to be responsible for our day-to-day operations and to receive, as compensation for basic management and advisory services, a gross asset fee ("GAV Fee") of 0.0625% per month (0.75% per annum) of the average of the gross asset value (total assets less allowance for amortization, depreciation or depletion and valuation reserves) and excludes any receivables from the Advisor.

The Advisory Agreement provides for Pillar to receive, as compensation for basic management and advisory services, a gross asset fee ("GAV Fee") of 0.0625% per month (0.75% per annum) of the average of the gross asset value (total assets less allowance for amortization, depreciation or depletion and valuation reserves) and excludes receivables from Pillar.

In addition, Pillar receives an annual net income fee ("Net Income Fee") equal to 7.5% of our adjusted net income, which is defined as our net income before the effect of income tax and interest on any receivables from the Advisor.

The GAV Fee and the Net Income Fee are collectively referred to herein as the Advisory Fee.

The Advisory Agreement further provides that Pillar shall bear the cost of certain expenses of its employees, excluding fees paid to our Directors;

The Advisory Agreement further provides that Pillar shall bear the cost of certain employee expenses;

rent and other office expenses of both Pillar and us (unless we maintains office space separate from that of Pillar);

costs not directly identifiable to our assets, liabilities, operations, business or financial affairs;

costs not directly identifiable to our business;

and miscellaneous administrative expenses relating to the performance by Pillar of its duties under the Advisory Agreement.

2 unchanged sentences

Such expenses shall include, but are not limited to, salary, wages, payroll taxes and the cost of employee benefit plans.

We have entered into Development Agreements on certain ground-up development projects for Pillar to provide development and construction management services.

We have entered into Development Agreements with Pillar in connection with certain ground-up development projects.

These agreements provide for a development fee of 4% of the hard cost associated with the project and are paid out over the construction period.

We have a Cash Management Agreement with Pillar that provides that all of our funds are delivered to Pillar which has a deposit liability to us and is responsible for payment of all payables and investment of all excess funds which earned interest at the Secured Overnight Financing Rate (" SOFR") , as set quarterly on the first day of each calendar quarter.

Borrowings for our benefit bear the same interest rate.

We have a Cash Management Agreement with Pillar that provides that our funds may be delivered to Pillar which has a deposit liability to us and is responsible for payment of all payables and investment of all excess funds which earned interest at the Secured Overnight Financing Rate (" SOFR") , as set quarterly on the first day of each calendar quarter.

Borrowings from Pillar for our benefit bear the same interest rate.

The term of the Cash Management Agreement is coterminous with the Advisory Agreement, and is automatically renewed each year unless terminated with the Advisory Agreement.

We believe that the terms of the Advisory Agreement are at least as fair as could be obtained from unaffiliated third parties.

We believe that the terms of the Advisory Agreement are at least as fair as terms that could be obtained from unaffiliated third parties.

Situations may develop in which our interests are in conflict with those of one or more directors or officers in their individual capacities, or of Pillar, or of their respective related parties.

13 unchanged sentences

Property Management

Regis manages three of our commercial properties for a fee of 3.0% or less of the monthly gross rents collected on the commercial properties it manages, and leasing commissions of 6.0% or less in accordance with the terms of its property-level management agreement.

Regis manages three of our commercial properties for a fee of 3.0% or less of the monthly gross rents collected on the commercial properties it manages in accordance with the terms of its property-level management agreement.

EXECUTIVE COMPENSATION

2 unchanged sentences

Such executive officers perform a variety of services for Pillar and the amount of their compensation is determined solely by Pillar.

Pillar does not allocate the cash compensation of its officers among the various entities for which it serves as advisor.

Refer to Item 10.

“Directors, Executive Officers and Corporate Governance” for a more detailed discussion of the compensation payable to Pillar by us.

Under the terms of the Advisory Agreement, we do reimburse Pillar for certain expenses - See Item 10, “Directors, Executive Officers and Corporate Governance” for a more detailed discussion of the compensation payable to Pillar by us.

The only remuneration paid by us is to our directors who are not officers or employees of Pillar or its related companies.

14 unchanged sentences

Ownership* Approximate Percent

The May Trust 14,669,820 90.8 %

1603 LBJ Freeway, Suite 800

Dallas, Texas 75234

May Realty Holdings, Inc.

8 unchanged sentences

** Percentage is based upon 16,152,043 shares of Common stock outstanding at March 10, 2026.

RAI is a wholly owned subsidiary of MRHI, which is wholly owned by The May Trust.

The beneficiaries of The May Trust are the children of the late Gene E.

RAI is owned by MRHI, which is owned by and/or for the benefit of, the children and grandchildren of the late Gene E.

Security Ownership of Management.

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We have no employees and as such, employees of Pillar render services to us in accordance with the terms of the Advisory Agreement.

Pillar is owned by Realty Advisors, LLC, which is owned by RAI, which is owned by MRHI, which is owned by the May Trust.

All of our direct ors also serve as Directors of TCI, and with the exception of Mr.

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Pillar and Regis are owned by RAI, which is owned by MRHI.

We are part of a tax sharing and compensating agreement with respect to federal income taxes among ARL, TCI and IOR and their subsidiaries.

6 unchanged sentences

In connection with our ongoing development projects, we paid development fees of $1.9 million to Pillar in 2025.

In addition, we acquired land parcels in connection with these projects in 2024 at aggregate appraised values of $6.2 million from Pillar.

As of December 31, 2025, we had notes and interest receivables of $67.3 million and $1.5 million, respectively, due from related parties.

10 unchanged sentences

for services in the following categories:

Audit Fees.Fees for audit services were $122,625 and $118,125 for the years ended December 31, 2024 and 2023 , respectively.

Fees for audit services were $124,500 and $122,625 for the years ended December 31, 2025 and 2024 , respectively.

These are fees for professional services performed by the principal auditor for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s 10-Q filings and services that are normally provided in connection with statutory and regulatory filing or engagement.

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Financial Statements

Reports of Independent Registered Public Accounting Firms

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2025 and 2024

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14.0 Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14.0 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004).

Insider Trading Policy

19 Insider Trading Policy (incorporated by reference to Exhibit 19 to the Registrants Annual Report on on Form 10-K for the year ended December 31, 2024).

21.1 * Subsidiaries of the Registrant.

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FORM 10-K SUMMARY

Optional and not included herein.

Not applicable

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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures