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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

 

 

Date of Report (Date of earliest event reported): July 5, 2024

 

TRANSCONTINENTAL REALTY INVESTORS, INC.

 

(Exact Name of Registrant as Specified in its Charter)

 

Nevada

001-09240

94-6565852

(State or other jurisdiction of incorporation)

 (Commission File No.) (I.R.S. Employer Identification No.)
     

1603 LBJ Freeway, Suite 800

Dallas, Texas

 

75234

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code 469-522-4200

 

 
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of Each Class

Trading

Symbol

Name of Each Exchange on which Registered

Common Stock, par value $0.01

TCI

New York Stock Exchange

 

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ('230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ('240.12b-2 of this chapter).

 

  Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

   
 

 

Section 5 – Corporate Governance and Management

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(a) By letter dated July 5, 2024, Bradford A. Phillips resigned as a Member of the Board of Directors of Transcontinental Realty Investors, Inc. (the “Company” or the “Issuer” or the “Registrant”). Mr. Phillips, age 59, had been a Director of the Company since March 11, 2021 when he was elected to fill a vacancy on the Board of Directors. Mr. Phillips was not a member of any committee of the Board of Directors. At the time of his resignation as a Director of the Company, Mr. Phillips stated he had no disagreement with the Company on any matter relating to the Registrant’s operations, practices, policies or procedures. A copy of Mr. Phillips letter of resignation is attached as an exhibit to this report on Form 8-K.

 

After giving effect to the resignation of Mr. Phillips, the Board of Directors of the Company continues to have a majority of independent directors who also constitute the Audit Committee, the Compensation Committee and the Governance and Nominating Committee of the Board of Directors.

 

Mr. Phillips also resigned on the same date as a Director of American Realty Investors, Inc., a Nevada corporation (“ARL”), which has its Common Stock listed and traded on the New York Stock Exchange.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits

 

(b)       Exhibits

 

The following exhibit is furnished with this Report:

 

 

Exhibit Designation

Description of Exhibit

     
  99.6* Resignation letter dated July 5, 2024 of Bradford A. Phillips.

 

 

_________________________

* Furnished herewith

 

   
 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Dated: July 8, 2024

 

  TRANSCONTINENTAL REALTY INVESTORS, INC.
     
  By:  /s/ Erik L. Johnson
  Erik L. Johnson, President and Chief
  Executive Officer

 

 

 

 

 

 

Exhibit 99.6

 

BRADFORD A. PHILLIPS

 

 

 

July 5, 2024

 

 

 

American Realty Investors, Inc.

1603 LBJ Freeway, Suite 800

Dallas, Texas 75234

 

Attn: Secretary

 

  Re: Resignation as a Member of the Board of Directors

 

Gentlemen:

 

The undersigned hereby resigns as a member of the Board of Directors of American Realty Investors, Inc. (the “Issuer”) effective the date of this letter. The undersigned has no disagreement on any matter relating to the Issuer’s operations, procedures, policies or practices. If I can be of any assistance to the Issuer in the future, please do not hesitate to contact me at any time.

 

  Very truly yours,
   
  /s/ Bradford A. Phillips
  Bradford A. Phillips

 

 

 

 

 

 

 

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