American Realty Investors (ARL)) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 10, 2025, to elect five directors and ratify the appointment of the independent auditor.

• Only stockholders of record as of November 3, 2025, are entitled to vote; 16,152,043 shares outstanding.

• A related party controls approximately 90.82% of shares and intends to vote in favor of all proposals.

• Proxy materials and annual reports are available online and by request.

Voting matters and shareholder proposals

• Proposals include election of five directors and ratification of Farmer, Fuqua & Huff, P.C. as independent auditor.

• Plurality of votes required for director election; majority for auditor ratification.

• Stockholder proposals for the 2026 meeting must be received by December 31, 2025.

Board of directors and corporate governance

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

• Board met five times in 2024; all directors attended at least 75% of meetings.

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

• Presiding Director role established to lead executive sessions; Ted R. Munselle currently serves.

• Directors' compensation includes annual retainers and fees for special services; total paid in 2024 was $90,238.

• Code of Ethics and Insider Trading Policy in place and available online.