Equibles

10-Q

INCOME OPPORTUNITY REALTY INVESTORS INC /TX/ (IOR)

10-Q 2025-11-06 For: 2025-09-30
View Original
Added on April 06, 2026

UNITED

STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM

10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe quarterly period ended September 30, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from ________ to________

Commission

File Number 001-14784

INCOME OPPORTUNITY REALTY INVESTORS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada 75-2615944
(State<br> or Other Jurisdiction of<br><br> Incorporation or Organization) (I.R.S.<br> Employer<br><br> Identification No.)

1603 Lyndon B. Johnson Freeway, Suite 800, Dallas, Texas 75234

(Address of principal executive offices) (Zip Code)

(469)522-4200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title<br> of each class Trading<br> Symbol(s) Name<br> of each exchange on which registered
Common Stock IOR NYSE****American Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer ☐ Accelerated<br> filer ☐ Non-accelerated filer ☒ Smaller<br> reporting company ☒
Emerging<br> 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No.

As

of November 6, 2025, there were 4,066,178 shares of common stock outstanding.

INCOME

OPPORTUNITY REALTY INVESTORS, INC. FORM 10-Q

TABLE

OF CONTENTS

PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements 3
Consolidated Balance Sheets at September 30, 2025 and December 31, 2024 3
Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 4
Consolidated Statements of Equity for the three and nine months ended September 30, 2025 and 2024 5
Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 6
Notes to Consolidated Financial Statements 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risks 11
Item 4. Controls and Procedures 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 1A. Risk Factors 11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Mine Safety Disclosures 11
Item 5. Other Information 11
Item 6. Exhibits 12
Signatures 13 
2

INCOME

OPPORTUNITY REALTY INVESTORS, INC. CONSOLIDATED BALANCE SHEETS (dollars in thousands, except share and par value amounts) (Unaudited)

December 31, 2024
Assets
Current assets
Cash and cash equivalents 6 $ 9
Interest receivable from related parties 141 291
Receivable from related parties 113,726 110,481
Total current assets 113,873 110,781
Non-current assets
Notes receivable from related parties 11,072 11,146
Total assets 124,945 $ 121,927
Liabilities and Equity
Liabilities:
Accounts payable 4 $ —
Shareholders’ equity
Common stock, 0.01 par value, 10,000,000 shares authorized; 4,173,675 shares issued and 4,066,178 shares outstanding. 42 42
Treasury stock at cost, 107,497 shares. (1,749 ) (1,749 )
Additional paid-in capital 61,955 61,955
Retained earnings 64,693 61,679
Total shareholders’ equity 124,941 121,927
Total liabilities and equity 124,945 $ 121,927

All values are in US Dollars.

The

accompanying notes are an integral part of these consolidated financial statements.

3

INCOME

OPPORTUNITY REALTY INVESTORS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in thousands, except per share amounts) (Unaudited)

Nine Months Ended <br><br>September 30,
2024 2025 2024
Revenues:
Other income — $ — $ — $ —
Expenses:
General and administrative (including 13 and 11 for the three months ended September 30, 2025 and 2024, respectively, and 38 and 34 for the nine months ended September 30, 2025 and 2024, respectively, from related parties) 63 71 205 230
Advisory fee to related party 27 26 77 76
Total operating expenses 90 97 282 306
Net operating loss (90 ) (97 ) (282 ) (306 )
Interest income from related parties 1,395 1,614 4,097 4,785
Income tax provision (274 ) (319 ) (801 ) (941 )
Net income 1,031 $ 1,198 $ 3,014 $ 3,538
Earnings per share - basic and diluted 0.25 $ 0.29 $ 0.74 $ 0.87
Weighted average common shares used in computing earnings per share 4,066,178 4,070,327 4,066,178 4,085,134

All values are in US Dollars.

The

accompanying notes are an integral part of these consolidated financial statements.

4

INCOME

OPPORTUNITY REALTY INVESTORS, INC. CONSOLIDATED STATEMENT OF EQUITY (dollars in thousands) (Unaudited)

Common <br><br>Stock Treasury<br> Stock Paid-in<br> Capital Retained<br> Earnings Total Shareholders’ Equity
Three Months Ended September 30, 2025
Balance, July 1, 2025 $ 42 $ (1,749 ) $ 61,955 $ 63,662 $ 123,910
Net income — — — 1,031 1,031
Balance, September 30, 2025 $ 42 $ (1,749 ) $ 61,955 $ 64,693 $ 124,941
Three Months Ended September 30, 2024
Balance, July 1, 2024 $ 42 $ (1,534 ) $ 61,955 $ 59,368 $ 119,831
Net income — — — 1,198 1,198
Repurchase of common shares — (215 ) — — (215 )
Balance, September 30, 2024 $ 42 $ (1,749 ) $ 61,955 $ 60,566 $ 120,814
Nine Months Ended September 30, 2025
Balance, January 1, 2025 $ 42 $ (1,749 ) $ 61,955 $ 61,679 $ 121,927
Net income — — — 3,014 3,014
Balance, September 30, 2025 $ 42 $ (1,749 ) $ 61,955 $ 64,693 $ 124,941
Nine Months Ended September 30, 2024
Balance, January 1, 2024 $ 42 $ (947 ) $ 61,955 $ 57,028 $ 118,078
Net income — — — 3,538 3,538
Repurchase of common shares — (802 ) — — (802 )
Balance, September 30, 2024 $ 42 $ (1,749 ) $ 61,955 $ 60,566 $ 120,814

The

accompanying notes are an integral part of these consolidated financial statements.

5

INCOME

OPPORTUNITY REALTY INVESTORS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) (Unaudited)

Nine Months Ended <br><br>September 30,
2025 2024
Cash Flow From Operating Activities:
Net income $ 3,014 $ 3,538
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Changes in assets and liabilities:
Accrued interest on related party notes receivable 150 129
Related party receivables (3,245 ) (2,952 )
Accounts payable 4 3
Net cash (used in) provided by operating activities (77 ) 718
Cash Flow From Investing Activities:
Collection of notes receivable 74 27
Net cash provided by investing activities 74 27
Cash Flow From Financing Activities:
Repurchase of common shares — (802 )
Net cash used in financing activities — (802 )
Net decrease in cash and cash equivalents (3 ) (57 )
Cash and cash equivalents, beginning of the period 9 71
Cash and cash equivalents, end of the period $ 6 $ 14

The

accompanying notes are an integral part of these consolidated financial statements.

6

INCOME

OPPORTUNITY REALTY INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share and square foot amounts) (Unaudited)

1. Organization

Income Opportunity Investors, Inc. (the “Company”) is an externally managed company that currently holds investments in mortgage notes receivables. As used herein, the terms “IOR”, “the Company”, “We”, “Our”, or “Us” refer to the Company.

Transcontinental

Realty Investors, Inc. (“TCI”), whose common stock is listed on the NYSE under the symbol “TCI”, owned approximately 84.5% of our stock at September 30, 2025 and together with an affiliate owned approximately 91.1% of our common stock at September 30, 2025. Accordingly our financial results are included in the consolidated financial statements of TCI. American Realty Investors, Inc. (“ARL”), whose common stock is traded on the NYSE under the symbol “ARL”, in turn, owns approximately 78.4% of TCI.

Our business is managed by Pillar Income Asset Management, Inc. (“Pillar”) in accordance with an Advisory Agreement that is reviewed annually by our Board of Directors. Pillar is considered to be a related party (See Note 4 – Related Party Transactions).

Pillar’s duties include, but are not limited to, locating, evaluating and recommending real estate and real estate-related investment opportunities. Pillar also arranges our debt and equity financing with third party lenders and investors.

2. Summary of Significant Accounting Policies

Basisof Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted in accordance with such rules and regulations, although management believes the disclosures are adequate to prevent the information presented from being misleading. In the opinion of management, all adjustments (consisting of normal recurring matters) considered necessary for a fair presentation have been included.

The consolidated balance sheet at December 31, 2024 was derived from the audited consolidated financial statements at that date, but does not include all of the information and disclosures required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.

We consolidate entities in which we are considered to be the primary beneficiary of a variable interest entity (“VIE”) or have a majority of the voting interest of the entity. We have determined that we are a primary beneficiary of the VIE when we have (i) the power to direct the activities of a VIE that most significantly impacts its economic performance, and (ii) the obligations to absorb losses or the right to receive benefits that could potentially be significant to the VIE. In determining whether we are the primary beneficiary, we consider qualitative and quantitative factors, including ownership interest, management representation, ability to control decision and other contractual rights.

We account for entities in which we have less than a controlling financial interest or entities where we are not deemed to be the primary beneficiary under the equity method of accounting. Accordingly, we include our share of the net earnings or losses of these entities in our results of operations.

3. Notes Receivable

We have a note receivable issued by Unified Housing Foundation, Inc. (“UHF”) that bears interest at the Secured Overnight Financing Rate (“SOFR”) in effect on the last day of the preceding calendar quarter and matures on December 31, 2032. The interest rate of the new note was

4.45%

and

4.96%

as of September 30, 2025 and December 31, 2024, respectively.

UHF is determined to be a related party due to our significant investment in the performance of the collateral secured by the note receivable. Principal and interest payments on the note are funded from surplus cash flow from operations, sale or refinancing of the underlying property and are cross collateralized to the extent that any surplus cash is available from any other property owned by UHF.

7

INCOME

OPPORTUNITY REALTY INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share and square foot amounts) (Unaudited)

4. Related Party Transactions

We engage in certain business transactions with related parties, including investment in notes receivables. Transactions involving related parties cannot be presumed to be carried out on at arm’s length basis due to the absence of free market forces that naturally exist in business dealings between two or more unrelated entities. Related party transactions may not always be favorable to our business and may include terms, conditions and agreements that are not necessarily beneficial to or in our best interest.

Pillar

is a wholly owned subsidiary of the May Realty Holdings, Inc., which owns approximately 90.8% of ARL, which owns approximately 78.4% of TCI, which owns approximately 84.5% of the Company.

Advisory fees paid to Pillar were $27 and $26 for the three months ended September 30, 2025 and 2024, respectively, and $77 and $76 for the nine months ended September 30, 2025 and 2024, respectively.

Our

note receivable is held by UHF (See Note 3 – Notes Receivable). UHF is determined to be a related party due to our significant investment in the performance of the collateral secured by the notes receivable. Interest income on these notes was $125 and $150 for the three months ended September 30, 2025 and 2024, respectively, and $371 and $449 for the nine months ended September 30, 2025 and 2024, respectively.

Receivables from related parties were $113,726 and $110,481 at September 30, 2025 and December 31, 2024, respectively; which represents amounts outstanding advanced to Pillar net of unreimbursed fees (“Pillar Receivable”), which bears interest in accordance with a cash management agreement. On January 1, 2024, an amendment to the cash management agreement changed the interest rate on the Pillar Receivable from prime plus one percent to SOFR. Interest income on related party receivables was $1,270 and $1,464 for the three months ended September 30, 2025 and 2024, respectively

,

and $3,726 and $4,336 for t he nine months ended September 30, 2025 and 2024, respectively.

5. Stockholders’ Equity

We

have a stock repurchase program that allows for the repurchase of up to 1,650,000 shares of our common stock. This repurchase program has no termination date. As of September 30, 2025, there are 513,003 shares remaining that can be repurchased.

6. Commitments and Contingencies

We believe that we will generate excess cash from property operations in the next twelve months; such excess, however, might not be sufficient to discharge all of our obligations as they become due.

7. Subsequent Events

The date to which events occurring after September 30, 2025, the date of the most recent balance sheet, have been evaluated for possible adjustment to the consolidated financial statements or disclosure is November 6, 2025, which is the date on which the consolidated financial statements were available to be issued.

8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis by management should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and Notes included in this Quarterly Report on Form 10-Q (the “Quarterly Report”) and in our Form 10-K for the year ended December 31, 2024 (the “Annual Report”).

This Report on Form 10-Q may contain forward-looking statements within the meaning of the federal securities laws, principally, but not only, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. We caution investors that any forward-looking statements in this report, or which management may make orally or in writing from time to time, are based on management’s beliefs and on assumptions made by, and information currently available to, management. When used, the words “anticipate”, “believe”, “expect”, “intend”, “may”, “might”, “plan”, “estimate”, “project”, “should”, “will”, “result” and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We caution you that, while forward-looking statements reflect our good faith beliefs when we make them, they are not guarantees of future performance and are impacted by actual events when they occur after we make such statements. We expressly disclaim any responsibility to update our forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

● Some<br> of the risks and uncertainties that may cause our actual results, performance, or achievements<br> to differ materially from those expressed or implied by forward-looking statements include,<br> among others, the following:
● risks<br> associated with the availability and terms of financing and the use of debt to fund acquisitions<br> and developments;
--- ---
● failure<br> to manage effectively our growth and expansion into new markets or to integrate acquisitions<br> successfully;
--- ---
● risks<br> associated with downturns in the national and local economies, increases in interest<br> rates and volatility in the securities markets;
--- ---
● potential<br> liability for uninsured losses and environmental contamination; and
--- ---
● risks<br> associated with our dependence on key personnel whose continued service is not guaranteed.
--- ---

The risks included here are not exhaustive. Some of the risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements, include among others, the factors listed and described in Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K, which investors should review. There have been no changes from the risk factors previously described in the Company’s Form 10-K for the fiscal year ended December 31, 2024.

Management’sOverview

We are an externally advised and managed company that invests in notes receivable that are collateralized by income-producing properties in the Southern United States and in the past, real property. Our current principal source of income is interest income from related party receivables.

We have historically engaged in and may continue to engage in certain business transactions with related parties, including but not limited to asset acquisition, dispositions and financings. Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis due to the absence of free market forces that naturally exist in business dealings between two or more unrelated entities. Related party transactions may not always be favorable to our business and may include terms, conditions and agreements that are not necessarily beneficial to or in our best interest.

Our operations are managed by Pillar in accordance with an Advisory Agreement. Pillar’s duties include, but are not limited to, locating, evaluating and recommending investment opportunities. We have no employees. Employees of Pillar render services to us in accordance with the terms of the Advisory Agreement. Pillar is considered to be a related party due to its common ownership with TCI, who is our controlling shareholder.

9

CriticalAccounting Policies

The preparation of our consolidated financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Some of these estimates and assumptions include judgments on the provisions for uncollectible accounts and fair value measurements. Our significant accounting policies are described in more detail in Note 2—Summary of Significant Accounting Policies in our notes to the consolidated financial statements. However, the following policies are deemed to be critical.

FairValue of Financial Instruments

We apply the guidance in ASC Topic 820, “Fair Value Measurements and Disclosures”, to the valuation of real estate assets. These provisions define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, establish a hierarchy that prioritizes the information used in developing fair value estimates and require disclosure of fair value measurements by level within the fair value hierarchy. The hierarchy gives the highest priority to quoted prices in active markets (Level 1 measurements) and the lowest priority to unobservable data (Level 3 measurements), such as the reporting entity’s own data.

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and includes three levels defined as follows:

Level 1 – Unadjusted quoted prices for identical and unrestricted assets or liabilities in active markets.

Level 2 – Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – Unobservable inputs that are significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

RelatedParties

We apply ASC Topic 805, “Business Combinations”, to evaluate business relationships. Related parties are persons or entities who have one or more of the following characteristics, which include entities for which investments in their equity securities would be required, trust for the benefit of persons including principal owners of the entities and members of their immediate families, management personnel of the entity and members of their immediate families and other parties with which the entity may deal if one party controls or can significantly influence the decision making of the other to an extent that one of the transacting parties might be prevented from fully pursuing our own separate interests, or affiliates of the entity.

Resultsof Operations

The following discussion is based on our Consolidated Financial Statements Consolidated Statement of Operations, for the three and nine months ended September 30, 2025 and 2024 and is not meant to be an all-inclusive discussion of the changes in our net income applicable to common shares. Instead, we have focused on significant fluctuations within our operations that we feel are relevant to obtain an overall understanding of the change in income applicable to common shareholders.

Our operating expenses consist primarily of general and administrative costs such as audit, legal and administrative fees paid to a related party.

We also have other income and expense items including interest income from notes receivable and funds deposited with Pillar.

10

Comparisonof the three months ended September 30, 2025 to the three months ended September30, 2024:

The decrease in net income is primarily due to a decrease in interest income from related party receivables.

Comparisonof the nine months ended September 30, 2025 to the nine months ended September 30, 2024:

The decrease in net income is primarily due to a decrease in interest income from related party receivables.

Liquidityand Capital Resources

Our principal liquidity needs are to fund normal recurring expenses. Our principal sources of cash are and will continue to be the collection of mortgage notes receivables, and the collections of receivables and interests from related companies.

We anticipate that our cash and cash equivalents as of September 30, 2025, along with cash that will be generated in the next twelve months from our related party receivables, will be sufficient to meet all of our current cash requirements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Optional and not included.

ITEM 4. CONTROLS AND PROCEDURES

Based on an evaluation by our management (with the participation of our Principal Executive Officer and Principal Financial Officer), as of the end of the period covered by this report, our Principal Executive and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Principal Executive and Principal Financial Officer, to allow timely decisions regarding required disclosures. There has been no change in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART

II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in the 2024 10-K. For a discussion on these risk factors, please see “Item 1A. Risk Factors” contained in the 2024 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We have a program that allows for the repurchase of up to 1,650,000 shares of our common stock. This repurchase program has no termination date. There were no shares purchased under this program during the nine months ended September 30, 2025. As of September 30, 2025, 1,136,997 shares have been purchased and 513,003 shares may be purchased under the program.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

11
ITEM 6. EXHIBITS

The following exhibits are filed with this report or incorporated by reference as indicated;

3.1 Certificate<br> of Restatement of Articles of Incorporation of Income Opportunity Realty Investors, Inc., dated August 3, 2000 (incorporated<br> by reference to Exhibit 3.0 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000).
3.2 Certificate<br> of Correction of Restated Articles of Incorporation of Income Opportunity Realty Investors, Inc., dated August 29, 2000 (incorporate<br> by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000).
3.3 Articles<br> of Amendment to the Restated Articles of Incorporation of Income Opportunity Realty Investors, Inc. decreasing the number<br> of authorized shares of and eliminating Series B Cumulative Convertible Preferred Stock dated August 26, 2003 (incorporated<br> by reference to Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
3.4 Articles<br> of Amendment to the Restated Articles of Incorporation of Income Opportunity Realty Investors, Inc. decreasing the number<br> of authorized shares of and eliminating Series I Cumulative Preferred Stock dated October 1, 2003 (incorporated by reference<br> to Exhibit 3.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
3.5 Certificate of Amendment to the Articles of Incorporation of Income Opportunity Realty Investors, Inc. amending Article TENTH, Subpart C (incorporated by reference to Exhibit 3.5 to the Registrant’s Current Report on Form 8-K for event occurring on December 28, 2023, filed January 30, 2024 ).
3.6 By-laws<br> of Income Opportunity Realty Investors, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration<br> Statement on Form S-4, filed on December 30, 1999).
4.1 Certificate<br> of Designations, Preferences and Relative Participating or Optional or Other Special Rights, and Qualifications, Limitations<br> or Restrictions Thereof of Series F Redeemable Preferred Stock of Income Opportunity Realty Investors, Inc., dated June 11,<br> 2001 (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December<br> 31, 2001).
4.2 Certificate<br> of Withdrawal of Preferred Stock, Decreasing the Number of Authorized Shares of and Eliminating Series F Redeemable Preferred<br> Stock, dated June 18, 2002 (incorporated by reference to Exhibit 3.0 to the Registrant’s Quarterly Report on Form 10-Q<br> for the quarter ended June 30, 2002).
4.3 Certificate<br> of Designation, Preferences and Rights of the Series I Cumulative Preferred Stock of Income Opportunity Realty Investors,<br> Inc., dated February 3, 2003 (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K<br> for the year ended December 31, 2002).
4.4 Certificate<br> of Designation for Nevada Profit Corporations designating the Series J 8% Cumulative Convertible Preferred Stock as filed<br> with the Secretary of State of Nevada on March 16, 2006 (incorporated by reference to Registrant current report on Form 8-K<br> for event of March 16, 2006).
31.1<br> * Section 302 Certification by Erik L. Johnson, Chief Executive Officer.
31.2<br> * Section 302 Certification by Alla Dzyuba, Chief Accounting Officer.
32.1<br> * Section 906 Certifications of Erik L. Johnson and Alla Dzyuba.
101.INS XBRL<br> Instance Document
101.SCH XBRL<br> Taxonomy Extension Schema Document
101.CAL XBRL<br> Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL<br> Taxonomy Extension Definition Linkbase Document
101.LAB XBRL<br> Taxonomy Extension Label Linkbase Document
101.PRE XBRL<br> Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

12

SIGNATURE

PAGE

Pursuant to the requirements 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.

INCOME<br> OPPORTUNITY REALTY INVESTORS, INC.
Date:<br> November 6, 2025 By: /s/ ERIK L. JOHNSON
Erik<br> L. Johnson
President<br> and Chief Executive Officer 
13

INCOME OPPORTUNITY REALTY INVESTORS, INC. 10-Q

Exhibit31.1

CERTIFICATION

I, Erik L. Johnson, certify that:

1. I<br> have reviewed this quarterly report on Form 10-Q of Income Opportunity Realty Investors,<br> Inc.;
2. Based<br> on my knowledge, this report does not contain any untrue statement of a material fact<br> or omit to state a material fact necessary to make the statements made, in light of the<br> circumstances under which such statements were made, not misleading with respect to the<br> period covered by this report;
--- ---
3. Based<br> on my knowledge, the financial statements, and other financial information included in<br> this report, fairly present in all material respects the financial condition, results<br> of operations and cash flows of the registrant as of, and for, the period presented in<br> this report;
--- ---
4. The<br> registrant’s other certifying officers(s) and I are responsible for establishing<br> and maintaining disclosure controls and procedures (as defined in Exchange Act Rules<br> 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in<br> Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
--- ---
(a) Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to<br> the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
--- ---
(b) Designed<br> such internal controls over financial reporting, or caused such internal control over<br> financial reporting to be designed under our supervision, to provide reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
--- ---
(c) Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and<br> procedures, as of the end of the period covered by this report based on such evaluations;<br> and
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(d) Disclosed<br> in the report any change in the registrant’s internal control over financial reporting<br> that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br> fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control<br> over financial reporting; and
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5. The<br> registrant’s other certifying officers(s) and I have disclosed, based on our most<br> recent evaluation of internal control over financial reporting, to the registrant’s<br> auditors and the audit committee of the registrant’s board of directors (or persons<br> performing the equivalent functions):
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(a) All<br> significant deficiencies and material weaknesses in the design or operation of internal<br> control over financial reporting which are reasonably likely to adversely affect the<br> Registrant’s ability to record, process, summarize and report financial information;<br> and
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(b) Any<br> fraud, whether or not material, that involves management or other employees who have<br> a significant role in the registrant’s internal control over financial reporting.
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Dated:<br> November 6, 2025 By: /s/<br> ERIK L. JOHNSON
--- --- ---
Erik<br> L. Johnson
President<br> and Chief Executive Officer

INCOME OPPORTUNITY REALTY INVESTORS, INC. 10-Q

Exhibit31.2

CERTIFICATION

I, Alla Dzyuba, certify that:

1. I<br> have reviewed this quarterly report on Form 10-Q of Income Opportunity Realty Investors,<br> Inc.;
2. Based<br> on my knowledge, this report does not contain any untrue statement of a material fact<br> or omit to state a material fact necessary to make the statements made, in light of the<br> circumstances under which such statements were made, not misleading with respect to the<br> period covered by this report;
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3. Based<br> on my knowledge, the financial statements, and other financial information included in<br> this report, fairly present in all material respects the financial condition, results<br> of operations and cash flows of the registrant as of, and for, the period presented in<br> this report;
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4. The<br> registrant’s other certifying officers(s) and I are responsible for establishing<br> and maintaining disclosure controls and procedures (as defined in Exchange Act Rules<br> 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in<br> Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
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(a) Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to<br> the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
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(b) Designed<br> such internal controls over financial reporting, or caused such internal control over<br> financial reporting to be designed under our supervision, to provide reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
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(c) Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and<br> procedures, as of the end of the period covered by this report based on such evaluations;<br> and
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(d) Disclosed<br> in the report any change in the registrant’s internal control over financial reporting<br> that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br> fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control<br> over financial reporting; and
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5. The<br> registrant’s other certifying officers(s) and I have disclosed, based on our most<br> recent evaluation of internal control over financial reporting, to the registrant’s<br> auditors and the audit committee of the registrant’s board of directors (or persons<br> performing the equivalent functions):
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(a) All<br> significant deficiencies and material weaknesses in the design or operation of internal<br> control over financial reporting which are reasonably likely to adversely affect the<br> Registrant’s ability to record, process, summarize and report financial information;<br> and
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(b) Any<br> fraud, whether or not material, that involves management or other employees who have<br> a significant role in the registrant’s internal control over financial reporting.
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Dated:<br> November 6, 2025 By: /s/<br> ALLA DZYUBA
--- --- ---
Alla<br> Dzyuba
Senior<br> Vice President and Chief Accounting Officer

INCOME OPPORTUNITY REALTY INVESTORS, INC. 10-Q

Exhibit32.1

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906

OFTHE SARBANES-OXLEY ACT OF 2002

The undersigned officer of Income Opportunity Realty Investors, Inc., a Nevada corporation (the “Company”) hereby certifies that:

(i) The<br> Company’s Quarterly Report on Form 10-Q for the three months ended September 30,<br> 2025 fully complies with the requirements of Section 13(a) of the Securities Exchange<br> Act of 1934, as amended; and
(ii) The<br> information contained in the Company’s Quarterly Report on Form 10-Q for the three<br> months ended September 30, 2025 fairly presents in all material respects, the financial<br> condition and results of operations of the Company, at and for the period indicated.
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Dated:<br> November 6, 2025 By: /s/<br> ERIK L. JOHNSON
--- --- ---
Erik<br> L. Johnson
President<br> and Chief Executive Officer
/s/<br> ALLA DZYUBA
Alla<br> Dzyuba
Senior<br> Vice President and Chief Accounting Officer

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