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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

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

 For
the fiscal year ended December 31, 2024

 OR

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

 Commission
File Number 001-14784

Opportunity Realty Investors, Inc.

 (Exact
name of registrant as specified in its charter)

 Nevada

 75-2615944

 (State
 or other jurisdiction of

 Incorporation
 or organization)

 (IRS
 Employer

Identification Number)

 1603 LBJ Freeway, Suite 800 Dallas TX

 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 Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock

 IOR

 NYSE

 Securities
registered pursuant to Section 12(g) of the Act: NONE

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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

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

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
 accelerated filer

 Accelerated filer

 Non-accelerated
 filer

 Smaller reporting company

 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 The
aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $ 6.9
million as of the last business day of the registrant's most recently completed second fiscal quarter based upon the price at
which the common stock was last sold on that day.

 As
of March 19, 2025, there were 4,066,178 shares of common stock outstanding.

 Documents
Incorporated By Reference:

 None

TO

 ANNUAL
REPORT ON FORM 10-K

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Signatures

 FORWARD-LOOKING
STATEMENTS

 Certain
Statements in this Form 10-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. The words
"estimate," "plan," "intend," "expect," "anticipate," "believe,"
and similar expressions are intended to identify forward-looking statements. The forward-looking statements are found at various
places throughout this Report and in the documents incorporated herein by reference. The Company disclaims any intention or obligations
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Although
we believe that our expectations are based upon reasonable assumptions, we can give no assurance that our goals will be achieved.
Important factors that could cause our actual results to differ from estimates or projections contained in any forward-looking
statements are described in Part I, Item 1A. "Risk Factors".

 PART
I

 ITEM 1.
 BUSINESS

 General

Opportunity Realty Investors, Inc. (the "Company"), a Nevada Corporation, is an externally managed company that invests
in mortgage notes receivables and real property. As used herein, the terms "IOR", "the Company", "We",
"Our", or "Us" refer to the Company.

 Controlling
Shareholder

 Transcontinental
Realty Investors, Inc. ("TCI"), whose common stock is traded on the NYSE under the symbol "TCI", is our
controlling shareholder. As of December 31, 2024, TCI owned 83.2% of our stock
and with its affiliates owned 89.8% of our common stock. Accordingly our financial results are included in the consolidated financial
statements of TCI in its Form 10-K and in its tax filings. 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.

 As
described in Part III, Item 13. "Certain Relationships and Related Transactions, and Director Independence", our officers
and directors also serve as officers and directors of TCI and ARL.

 Management

 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 a wholly-owned affiliate of ARL's controlling stockholder.

 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 unaffiliated independent third party lenders and investors. Pillar also
serves as the contractual Advisor and Cash Manager to TCI. As the contractual advisor, Pillar is compensated by us under an Advisory
Agreement that is more fully described in Part III, Item 10. "Directors, Executive Officers and Corporate Governance –
The Advisor". We have no employees. Employees of Pillar render services to us in accordance with the terms of the Advisory
Agreement.

 In
addition, as described in Part III, Item 13. "Certain Relationships and Related Transactions, and Director Independence",
we compete with related parties of Pillar having similar investment objectives related to investment in mortgage notes receivables.
In resolving any potential conflicts of interest which may arise, Pillar has informed us that it intends to exercise its best
judgment as to what is fair and reasonable under the circumstances in accordance with applicable law.

 Business
Plan and Investment Policy

 We
invest in notes receivables that are collateralized by investments in land and/or multifamily properties. These investments have
included notes receivables from Unified Housing Foundation, Inc. ("UHF") Due to our ongoing relationship and the significant
investment in the performance of the collateral secured under the notes receivable, we consider UHF to be a related party.

 Human
Capital

 We
have no employees. Employees of Pillar render services to us in accordance with the terms of the Advisory Agreement.

 Available
Information

 We
maintain a website at www.incomeopp-realty.com. We make available through our website free of charge Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, reports filed pursuant to Section 16, and amendments
to those reports, as soon as reasonably practicable after we electronically file or furnish such materials to the Securities and
Exchange Commission. In addition, we have posted the charters for our Audit Committee, Compensation Committee, and Governance
and Nominating Committee, as well as our Code of Business Conduct and Ethics, Corporate Governance Guidelines on Director Independence
and other information on the website. These charters and principles are not incorporated in this Report by reference. We will
also provide a copy of these documents free of charge to stockholders upon written request. The Company issues Annual Reports
containing audited financial statements to its common shareholders.

 ITEM 1A.
 RISK
 FACTORS

 The
following discusses risk factors that could affect our business, operations and financial condition. If any of these risks, as
well as other risks and uncertainties that we have not yet identified or that we currently believe are not material, actually
occur, we could be materially adversely affected and the value of our securities could decline. In addition, the following risk
factors may contain "forward looking statements" and should be read in conjunction with Management's Discussion
and Analysis of Financial Condition and Results of Operations, and the financial statements and related notes in this Annual Report
on Form 10-K. An investment in our securities involves various risks. All investors should carefully consider the following risk
factors, applicable to us and our assets in conjunction with the other information in this report before investing in our securities.

 Our
business may be impacted as a result of any health emergency.

 Considerable
uncertainty still surrounds the recent Covid-19 pandemic, including its conclusion, the availability of and effectiveness of vaccines,
the potential short-term and long term effects, including but not limited to shifts in consumer housing demand based on geography,
affordability, housing type (e.g., multi-family vs. single family) and unit type (e.g., office studio vs. multi-bedroom), mainly
resulting from the paradigm shift of work culture, the decentralization of corporate headquarters and the success of "work
from home" models. Moreover, local, state and national measures taken to limit the spread of the recent pandemic have already
resulted in significant economic impacts and mortality rates, the duration and scope of which cannot currently be predicted. The
extent to which our financial condition or operating results will be effected in the future by any future pandemic will largely
depend on future demand and developments, which are highly uncertain and cannot be accurately predicted with any degree of accuracy.

 We
may not be able to access financial markets to obtain capital on a timely basis, or on acceptable terms.

 We
may need to rely on third party capital sources for a portion of our capital needs, including capital for acquisitions and development.
The public debt and equity markets are among the sources on which we rely. There is no guarantee that we will be able to access
these markets, or any other source of capital. The ability to access the public debt and equity markets depends on a variety of
factors, including:

 general
 economic conditions affecting these markets;

 our
 own financial structure and performance;

 Our
degree of reliance on the operations of certain businesses to collect receivables can affect our cash flow.

 The
collection of our receivables are dependent upon the ability of the assets held by others that secure the notes or fund receivable
payments to produce sufficient cash flow to service these notes and receivables. Changes in general or local economic conditions
in the southwestern United States and, in particular, the Dallas, Texas area can have an adverse effect on the payment of these
notes or other receivables.

 Our
degree of leverage could limit our ability to obtain additional financing or affect the market price of our common stock.

 The
degree of leverage available to the Company could affect our ability to obtain additional financing for working capital, capital
expenditures, acquisitions, development or other general corporate purposes. The degree of leverage could also make us more vulnerable
to a downturn in business or the economy.

 An
increase in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability to refinance
existing debt.

 We
may incur indebtedness that bears interest at variable rates. Accordingly, if interest rates increase, so will our interest costs,
which would adversely affect our cash flow and our ability to pay principal and interest on our debt and our ability to make distributions
to our stockholders. Further, rising interest rates could limit our ability to refinance any existing debt when it matures.

 Substantially
all of our assets are receivables from related parties

 We
are the payee and holder of a note receivable secured by real properties owned by one entity and its affiliates which is payable
through their cash flow, which can vary significantly from time to time. Payment on this note is dependent upon the successful
operations of the organizations. Should the maker of the note be unable to produce the cash flow necessary to service the note,
our collection of note and interest payment receipts could be adversely affected. The maker is in the business of making available
affordable multi-family housing and is therefore subject to the challenges from governmental and non-governmental assistance organizations.
The entity is determined to be a "related party" under ASC 850 due to our significant investment and that of our controlling
shareholder in the performance of the collateral secured by the note receivable. In addition, we have a substantial receivable
from our controlling shareholder.

 We
engage in a number of business transactions with related parties, including investment in notes and accounts receivable which
related party transactions may not always be favorable to our business and may include terms, conditions and agreements that are
not necessarily in our best interests. If a related party is unable to, or prevented from payment of any such note or account
receivable in accordance with its terms, that event could have a material adverse effect upon our cash flow, profits and value
of our assets. While such notes and accounts receivable are set forth in our financial statements at full value, such assumption
is based solely upon our projection of the ability of the related party to fund payments on such assets in accordance with their
respective terms and conditions but does not provide any allowance or suggested offset for any industry experience considerations.
If any event occurs which might prevent or delay compliance by makers of such notes or accounts receivable, same could have an
adverse impact upon our revenue collections.

 ITEM
 1B
 UNRESOLVED
 STAFF COMMENTS

 None.

 ITEM 1C.
 CYBERSECURITY

 Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats

 We
rely on the information technology and systems maintained by Pillar and their employees to identify and manage material risks
from cybersecurity threats. Pillar takes various actions, and incurs significant costs, to maintain and manage the operation and
security of information technology and systems, including the data maintained in those systems. We believe that Pillar's
Director of Information Technology and his associates endeavor to evaluate and address cyber risks in alignment with our business
objectives, operational needs and industry-accepted standards, such as the National Institute of Standards and Technology and
CIS Critical Security Controls frameworks. Since we rely on accounting, financial, operational, management and other information
systems, including the Internet and third-party hosted services to conduct our operations, store personal and sensitive data,
process financial information and results of operations for internal reporting purposes and comply with financial reporting, legal
and tax requirements, we have processes and procedures in place to monitor the prevention, detection, mitigation and remediation
of cybersecurity risks. These include, but are not limited to (i) maintaining a defined and practiced incident response plan;
(ii) employing appropriate incident prevention and detection safeguards; (iii) maintaining a defined disaster recovery policy
and employing disaster recovery software, where appropriate; (iv) educating, training and testing our user community on information
security practices and identification of potential cybersecurity risks and threats; and (v) reviewing and evaluating new developments
in the cyber threat landscape. Recognizing the complexity and evolving nature of cybersecurity risk, we engage with a range of
external support in evaluating, monitoring and testing our cybersecurity management systems and related cyber risks.

 Cybersecurity Risk Board of Directors Oversight

 The
Audit Committee of the Board of Directors oversees cybersecurity matters, including the material risks related thereto, and regularly
receives updates from Pillar's Director of Information Technology regarding the development and advancement of its cybersecurity
strategy, as well as the related risks. In the event of a cybersecurity incident, a detailed incident response plan is in place
for contacting authorities and informing key stakeholders, including management. We do not believe we are reasonably likely to
be materially affected from cybersecurity threats, including as a result of previous incidents.

 ITEM 2.
 PROPERTIES

 At
present, we don't own any real estate.

 ITEM
 3.
 LEGAL
 PROCEEDINGS

 None.

 ITEM
 4.
 MINE
 SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM 5.
 MARKET
 FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
 OF EQUITY SECURITIES

 Our
common stock is listed and traded on the NYSE American Exchange under the symbol "IOR". The following table sets forth
the high and low sales prices as reported in the consolidated reporting system of the NYSE American for the quarters ended:

 2024

 2023

 High

 Low

 High

 Low

 First
 Quarter

 $
 17.82

 $
 13.11

 $
 12.40

 $
 10.58

 Second Quarter

 $
 17.00

 $
 16.00

 $
 11.68

 $
 10.75

 Third Quarter

 $
 19.00

 $
 15.69

 $
 13.39

 $
 11.09

 Fourth Quarter

 $
 18.96

 $
 16.01

 $
 13.99

 $
 11.09

 On
 March 19, 2025, the closing market price of our commo n
stock on the NYSE American Exchange w as $17.35 per share, and was held by 288 stockholders
of record.

 Our
Board of Directors established a policy that dividend declarations on common stock would be determined on an annual basis following
the end of each year. In accordance with that policy, the board determined not to pay any dividends on common stock in 2024, 2023
or 2022. Future distributions to common stockholders will be determined by the Board of Directors in light of conditions then
existing, including our financial condition and requirements, future prospects, restrictions in financing agreements, business
conditions and other factors deemed relevant by the Board.

 On
December 16, 2024, TCI announced an offer ("Tender Offer") to purchase up to 100,000 shares of our outstanding
common shares at a price of $18 per share, subject to certain conditions. The Tender Offer was completed on January 29, 2025,
which resulted in TCI's acquisition of 21,678 of our common shares. Upon completion of the Tender Offer, TCI ownership of our
shares increased to 83.7%.

 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. During the year ended December 31, 2024, we repurchased a total of 44,536
 shares in two block transactions at $18 per
share. As of December 31, 2024, there were 513,003 shares remaining for repurchase.

 ITEM
 6.
 RESERVED

 ITEM 7.
 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following discussion should be read in conjunction with our consolidated financial statements and related notes in Part II, Item
8 of this Report.

 Management's
Overview

 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 on note
receivables from related parties.

 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 stockholder.

 Critical
Accounting 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.

 Non-performing
Notes Receivable

 The
Company considers a note receivable to be non-performing when the maturity date has passed without principal repayment and the
borrower is not making interest payments in accordance with the terms of the agreement.

 Interest
recognition on Notes Receivable

 We
record interest income as earned in accordance with the terms of the related loan agreements.

 Allowance
for Estimated Losses

 We
assess the collectability of notes receivable on a periodic basis, of which the assessment consists primarily of an evaluation
of cash flow projections of the borrower to determine whether estimated cash flows are sufficient to repay principal and interest
in accordance with the contractual terms of the note. We recognize impairments on notes receivable when it is probable that principal
and interest will not be received in accordance with the contractual terms of the loan. The amount of the impairment to be recognized
generally is based on the fair value of the partnership's real estate that represents the primary source of loan repayment
(See Note 3 - Notes Receivable of our consolidated financial statements).

 Fair
Value 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 a 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.

Parties

 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.

 Inflation

 The
effects of inflation on our operations are not quantifiable. Revenues from property operations tend to fluctuate proportionately
with inflationary increases and decreases in housing costs. Fluctuations in the rate of inflation also affect sales values of
properties and the ultimate gain to be realized from property sales. To the extent that inflation affects interest rates, our
earnings from short-term investments, the cost of new financings and the cost of variable interest rate debt will be affected.

 Environmental
Matters

 Under
various federal, state and local environmental laws, ordinances and regulations, we may be potentially liable for removal or remediation
costs, as well as certain other potential costs, relating to hazardous or toxic substances (including governmental fines and injuries
to persons and property) where property-level managers have arranged for the removal, disposal or treatment of hazardous or toxic
substances. In addition, certain environmental laws impose liability for release of asbestos-containing materials into the air,
and third parties may seek recovery for personal injury associated with such materials.

 We
are not aware of any environmental liability relating to the above matters that would have a material adverse effect on our business,
assets or results of operations.

 Results
of Operations

 The
following discussion is based on our Consolidated Financial Statements Consolidated Statement of Operations, for the years ended
December 31, 2024, 2023, and 2022 from Part II, Item 8. Financial Statements and Supplementary Data 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 and legal fees and administrative fees
paid to a related party.

 We
also have other income and expense items. We receive interest income from the funds deposited with our Advisor at an interest rate
indexed to the Secured Overnight Financing Rate ("SOFR"). We have receivables from related parties which also provide interest
income.

 Comparison
of the year ended December 31, 2024 to the year ended December 31, 2023:

 Our
$2.4 million decrease in net income during the year ended December 31,
2024 is primarily attributed to the following:

 The
 $3.8 million decrease in interest income was primarily due to a decrease in interest
 rates in 2024
 and 2023.

 The
 $0.4 million decrease in income tax provision was primarily due to a decrease in interest
 income.

 Comparison
of the year ended December 31, 2023 to the year ended December 31, 2022:

 See
Item 7 of Part II in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 21,
2024 for a discussion of our results of operations for the year ended December 31, 2023.

 Liquidity
and 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 December 31, 2024, along with cash that will be generated in 2025 from
notes and interest receivables, will be sufficient to meet all of our cash requirements.

 Cash
Flow Summary

 The
following summary discussion of our cash flows is based on the consolidated statements of cash flows in Part II, Item 8.
"Consolidated Financial Statements and Supplementary Data" and is not meant to be an all-inclusive discussion of the
changes in our cash flows for the periods presented below (dollars in thousands):

 Year
 Ended December 31,

 2024

 2023

 Incr
 /(Decr)

 Net cash
 provided by operating activities

 $

 $

 $
 (260
)

 Net cash provided
 by investing activities

 $

 $
 —

 $

 Net cash used in
 financing activities

 $
 (802
)

 $
 (908
)

 $

 The
decrease in cash from operating activities is primarily due to a change in related party receivables.

 ITEM 7A.
 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 Optional
and not included.

 ITEM 8.
 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Page

 Financial
 Statements

 Report of Independent Registered Public Accounting Firm for the Years Ended December 31, 2024 and 2023

 Report of Independent Registered Public Accounting Firm for the Year Ended December 31, 2022

 Consolidated Balance Sheets at December 31, 2024 and 2023

 Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022

 Notes to Consolidated Financial Statements

 Financial
 Statement Schedules

 Schedule IV—Mortgage Loan Receivables on Real Estate

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors of and

 Stockholders
of Income Opportunity Realty Investors, Inc.

Texas

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Income Opportunity Realty Investors, Inc. and Subsidiaries as of
December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive income, stockholders'
equity, and cash flows for the year ended December 31, 2024 and 2023, and the related notes and schedules (collectively referred
to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of Income Opportunity Realty Investors, Inc. as of December 31, 2024 and 2023 and the results
of its operations and its cash flows for the year ended December 31, 2024 and 2023 in conformity with accounting principles
generally accepted in the United States of America.

 Basis
of Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether
due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting,
but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements
that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that
are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.

 Transactions
with and Balances Due from Related Parties

 Description
of the Matter

 The
Company has significant transactions with and balances due from related parties. The Company performs an assessment as to whether
substantially all the amounts due under these receivables are deemed probable of collection. When the Company concludes that it
is not probable that it will collect amounts, the Company creates an allowance for the amount not probable of the collection.

 Auditing
the Company's collectability assessment is complex due to the judgment involved in the Company's determination of
the collectability of these receivables. The determination involves consideration of the terms of the receivable, whether the
receivable is currently performing, and any security for the receivable.

 How
We addressed the Matter in Our Audit

 We
obtained an understanding of the Company's controls over related party receivables and their collectability assessment.
Our testing included, among other things, confirmation of the receivables, reviewing selected financial information of the related
parties, reviewing subsequent collections and evaluating transactions documentation. The relevant financial statement accounts
are notes and interest receivable from related parties and interest income from related parties.

 Emphasis
of Related Party Transactions

 As
described in the notes to the consolidated financial statements, Income Opportunity Realty Investors, Inc. and Subsidiaries has
significant transactions with and balances due from related parties.

 Supplemental
Information

 The
supplemental information contained in Schedules IV has been subjected to audit procedures performed in conjunction with the audit
of the Company's consolidated financial statements. The supplemental information is the responsibility of the Company's
management. Our audit procedures included determining whether the supplemental information reconciles to the consolidated financial
statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and
accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information,
we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Security
and Exchange Commission's rules. In our opinion, the supplemental information is fairly stated, in all material respects,
the financial data required to be set forth therein in relation to the consolidated financial statements as a whole.

 FARMER,
FUQUA & HUFF, PC

 Richardson,
Texas

 Auditor
ID: 782

 March 20,
2025

 We
have served as the Company's auditor since 2024.

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors of and

 Stockholders
of Income Opportunity Realty Investors, Inc.

Texas

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Income Opportunity Realty Investors, Inc. and Subsidiaries as of
December 31, 2022, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and
cash flows for each of the year ended December 31, 2022, and the related notes and schedules (collectively
referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in
all material respects, the financial position of Income Opportunity Realty Investors, Inc. as of December 31, 2022 and the results
of its operations and its cash flows for the year ended December 31, 2022 in conformity with accounting principles
generally accepted in the United States of America.

 Basis
of Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether
due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting,
but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated
financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements
that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and
we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on
the accounts or disclosures to which they relate.

 Transactions
with and Balances Due from Related Parties

 Description
of the Matter

 The
Company has significant transactions with and balances due from related parties. The Company performs an assessment as to whether
substantially all the amounts due under these receivables are deemed probable of collection. When the Company concludes that it
is not probable that it will collect amounts, the Company creates an allowance for the amount not probable of the collection.

 Auditing
the Company's collectability assessment is complex due to the judgment involved in the Company's determination of
the collectability of these receivables. The determination involves consideration of the terms of the receivable, whether the
receivable is currently performing, and any security for the receivable.

 How
We addressed the Matter in Our Audit

 We
obtained an understanding of the Company's controls over related party receivables and their collectability assessment.
Our testing included, among other things, confirmation of the receivables, reviewing selected financial information of the related
parties, reviewing subsequent collections and evaluating transactions documentation. The relevant financial statement accounts
are notes and interest receivable from related parties and interest income from related parties.

 Emphasis
of Related Party Transactions

 As
described in the notes to the consolidated financial statements, Income Opportunity Realty Investors, Inc. and Subsidiaries has
significant transactions with and balances due from related parties.

 Supplemental
Information

 The
supplemental information contained in Schedules IV has been subjected to audit procedures performed in conjunction with the audit
of the Company's consolidated financial statements. The supplemental information is the responsibility of the Company's
management. Our audit procedures included determining whether the supplemental information reconciles to the consolidated financial
statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and
accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information,
we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Security
and Exchange Commission's rules. In our opinion, the supplemental information is fairly stated, in all material respects,
the financial data required to be set forth therein in relation to the financial statements as a whole.

 Swalm
& Associates, P.C.

 Richardson,
Texas

 March
23, 2023

 We
served as the Company's auditor from 2004 through 2022.

 CONSOLIDATED
BALANCE SHEETS

in thousands, except par value amounts)

 December
 31,

 2024

 2023

 Assets

 Current assets

 Cash
 and cash equivalents

 $

 $

 Interest receivable
 from related parties

 Receivable
 from related party

 110,481

 106,541

 Total current
 assets

 110,781

 106,905

 Non-current assets

 Note
 receivable from related party

 11,146

 Total
 assets

 $
 121,927

 $
 118,078

 Shareholders' equity

 Common
 stock, $ 0.01 par value, 10,000,000 shares authorized; 4,173,675 shares issued; and 4,066,178 and 4,110,714 outstanding at
 December 31, 2024 and 2023, respectively

 Treasury stock
 at cost, 107,497 shares and 62,961 shares at December 31, 2024 and 2023, respectively

 ( 1,749
)

 ( 947
)

 Additional paid-in
 capital

 Retained
 earnings

 61,679

 57,028

 Total
 shareholders' equity

 121,927

 118,078

 Total
 liabilities and equity

 $
 121,927

 $
 118,078

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

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 For
 the Years Ended December 31,

 2024

 2023

 2022

 Revenues:

 Other income

 $
 —

 $
 —

 $
 —

 Expenses:

 General
 and administrative (including $ 52, $ 254 and $ 268 for 2024, 2023 and 2022, respectively, from related parties)

 Advisory
 fee to related party

 1,175

 Total
 operating expenses

 1,460

 1,626

 Net operating
 loss

 ( 412
)

 ( 1,460
)

 ( 1,626
)

 Interest income from
 related parties

 6,299

 10,070

 6,602

 tax provision

 ( 1,236
)

 ( 1,609
)

 ( 1,045
)

 Net
 income

 $
 4,651

 $
 7,001

 $
 3,931

 Earnings
 per share - basic and diluted

 $
 1.14

 $
 1.68

 $
 0.94

 Weighted
 average common shares used in computing earnings per share

 4,080,369

 4,162,516

 4,168,414

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

 CONSOLIDATED
STATEMENT OF SHAREHOLDERS' EQUITY

in thousands, except share amounts)

 Shares

 Outstanding

 Common

 Stock

 Treasury
 Stock

 Paid-in
 Capital

 Retained
 Earnings

 Total

 Shareholders'

 Equity

 Balance, January 1, 2022

 4,168,414

 $

 $
 ( 39
)

 $

 $
 46,096

 $
 108,054

 —

 —

 —

 —

 3,931

 3,931

 Balance, December 31, 2022

 4,168,414

 ( 39
)

 50,027

 111,985

 Net loss

 —

 —

 —

 —

 7,001

 7,001

 Repurchase of common shares

 ( 57,700
)

 —

 ( 908
)

 —

 —

 ( 908
)

 Balance, December 31, 2023

 4,110,714

 ( 947
)

 57,028

 118,078

 —

 —

 —

 —

 4,651

 4,651

 Repurchase of common shares

 ( 44,536
)

 —

 ( 802
)

 —

 —

 ( 802
)

 Balance, December 31, 2024

 4,066,178

 $

 $
 ( 1,749
)

 $

 $
 61,679

 $
 121,927

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

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

in thousands)

 2024

 2023

 2022

 Cash Flow From Operating
 Activities:

 $
 4,651

 $
 7,001

 $
 3,931

 Adjustments
 to reconcile net income to net cash provided by operating activities:

 Changes in assets
 and liabilities:

 Accrued interest
 on related party notes receivable

 ( 85
)

 Related party receivables

 ( 3,940
)

 ( 6,407
)

 ( 3,834
)

 Accounts
 payable

 —

 ( 4
)

 ( 8
)

 Net
 cash provided by operating activities

 Cash Flow From Investing
 Activities:

 Collection
 of notes receivable

 —

 —

 Net
 cash provided by investing activities

 —

 —

 Cash Flow From Financing
 Activities:

 Repurchase
 of common shares

 ( 802
)

 ( 908
)

 —

 Net
 cash used in financing activities

 ( 802
)

 ( 908
)

 —

 Net (decrease) increase
 in cash and cash equivalents

 ( 62
)

 Cash
 and cash equivalents, beginning of year

 Cash
 and cash equivalents, end of year

 $

 $

 $

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

 NOTES

 1.
 Organization

Opportunity Investors, Inc. (the "Company") is an externally managed company that invests 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 traded on the NYSE under the symbol "TCI", owned
 83.2 % of our stock at December 31, 2024 and with an affiliate owned approximately 89.8 % of our common stock at December 31,
2024. Accordingly our financial results are included in the consolidated financial statements of TCI's in their Form 10-K
and in their tax filings. American Realty Investors, Inc. ("ARL"), whose common stock is traded on the NYSE under the
symbol "ARL", in turn, own 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

 Basis
of presentation

 These
consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP")
in the United States of America.

 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.

 We
operate as a single reportable segment since operations principal source of income is interest on notes receivable from related
parties. Our Chief Operating Decision Maker evaluates financial performance and allocates resources on a consolidated basis, rather
than evaluating distinct business segments, and we provide enhanced disclosures related to significant expense categories in our
financial statement footnotes.

 Certain
prior year amounts have been reclassified to conform to the current year presentation on the consolidated balance sheets, consolidated
statements of operations and the consolidated statements of cash flows.

 Fair
value measurement

 Fair
value represents the price that would be received to sell an asset or paid to transfer a liability in a transaction between market
participants at the measurement date. In determining fair value we apply the following hierarchy:

 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.

 NOTES

 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.

parties

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, trusts 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 its own separate interests, or affiliates of the entity.

 Cash
and Cash Equivalents and Restricted Cash

 We
consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents,
for which cost approximates fair value.

 Concentration
of credit risk

 We
maintain our cash balances at commercial banks and through investment companies, the deposits that are insured by the Federal
Deposit Insurance Corporation (FDIC). During the years ended December 31, 2024 and 2023, the Company did not maintain balances
in excess of the insured amount.

taxes

 We
are a "C" corporation" for U.S. federal income tax purposes. However, we are included in the May Realty Holdings,
Inc. (the "MRHI"). consolidated group for tax purposes. We have a tax sharing agreement that specifies the manner in
which the group will share the consolidated tax liability and also how certain tax attributes are to be treated among members
of the group.

 Comprehensive
income

 Net
income and comprehensive income (loss) are the same for the years ended December 31, 2024, 2023 and 2022.

 Use
of estimates

 In
the preparation of consolidated financial statements in conformity with GAAP, it is necessary for 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 consolidated financial statements and the reported amounts of revenues and expense for the year ended. Actual
results could differ from those estimates.

 3.
 Notes
 Receivable

 We
had four notes receivable issued by Unified Housing Foundation, Inc. ("UHF") with an aggregate balance of $ 11,173.
Each of the notes bore interest at 12.0 % and was to mature on December 31, 2032. Principal and interest payments on the notes
from UHF are funded from surplus cash flow from operations, sale or refinancing of the underlying properties and are cross collateralized
to the extent that any surplus cash available from any of the properties underlying the notes.

 On
October 1, 2023, we agreed to an amendment of the four UHF notes. Under the provisions of the amendment, the four notes were
consolidated into a single note and the 12.0 %
fixed interest rate was replaced with a floating rate indexed to the Secured Overnight Financing Rate ("SOFR") in
effect on the last day of the preceding calendar quarter. In connection with the amendment, $ 605
of accrued interest was forgiven in exchange for an increased participation in the proceeds from any future refinancing of the
property by UHF.

 NOTES

 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 available from any of other property
owned by UHF.

 4.
 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 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.

is wholly owned by an affiliate of the MRHI, which owns approximately 90.8 % of ARL, which owns approximately 78.4 % of TCI, which
owns 83.2 % of the Company.

 Advisory
fees paid to Pillar were $ 108, $ 970 and $ 1,175 for the years ended December 31, 2024, 2023 and 2022, respectively.

 Note
receivable is an amount held by UHF (See Note 3 – Notes Receivable). UHF is determined to be a related party due to TCI's
significant investment in the performance of the collateral secured by their notes receivable. Interest income on our note with
UHF was $ 588, $ 547 and $ 1,003 for the years ended December 31, 2024, 2023 and 2022, respectively.

 Receivable
from related party was $ 110,481 and
 $ 106,541 at December 31, 2024 and
 2023, respectively; which represents amounts outstanding advanced to Pillar net of
unreimbursed fees (" Pillar Receivable "), which bears interest at
SOFR. Interest income on Pillar Receivable was
$ 5,711, $ 9,523 and $ 5,599 for the years ended December 31, 2024, 2023
and 2022, respectively.

 5.
 Stockholders
 Equity

 Our
decision to declare dividends on common stock is determined on an annual basis following the end of each year. In accordance with
that policy, no dividends on our common stock were declared for 2024, 2023, or 2022. Future distributions to common stockholders
will be determined in light of conditions then existing, including our financial condition and requirements, future prospects,
restrictions in financing agreements, business conditions and other factors deemed relevant by our board of directors.

 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. During the year ended December 31, 2023, we repurchased a total of 57,700 shares in three
block transactions. During the year ended December 31,
2024, we repurchased a total of 44,536 shares in several block transactions for a total of $ 802. As
of December 31, 2024, there are 513,003 shares remaining that can be repurchased.

 On
December 16, 2024, TCI announced an offer ("Tender Offer") to purchase up to 100,000 shares of our outstanding
common shares at a price of $ 18 per share, subject to certain conditions. The Tender Offer was completed on January 29, 2025,
which resulted in the acquisition of 21,678 of our common shares. Upon completion of the Tender Offer, TCI ownership of our shares
increased to 83.7 %.

 6.
 Taxes

 We
account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred
tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets
and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of
a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment
date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In
making such a determination, we consider all available positive and negative evidence, including future reversals of existing
taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If
we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we
would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. We
record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) we determine whether
it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2)
for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit
that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

 NOTES

 The
provision for income taxes consists of:

 Years
 Ended December 31,

 2024

 2023

 2022

 Current:

 Federal

 $
 1,236

 $
 1,609

 $
 1,045

 State

 —

 —

 —

 $
 1,236

 $
 1,609

 $
 1,045

 7.
 Commitments
 and Contingencies

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

 8.
 Quarterly
 Results of Operations

 The
following is a tabulation of our quarterly results of operations for the years 2024 and 2023. Quarterly results presented may
differ from those previously reported in our Form 10-Q due to the reclassification of the operations:

 2024
 Quarter Ended

 March
 31,

 June
 30,

 September
 30,

 December

 Net operating
 loss

 $
 ( 95
)

 $
 ( 114
)

 $
 ( 97
)

 $
 ( 106
)

 1,178

 1,162

 1,198

 1,113

 Net income per share
 - basic and diluted

 $
 0.29

 $
 0.28

 $
 0.29

 $
 0.27

 2023
 Quarter Ended

 March
 31,

 June
 30,

 September
 30,

 December

 Net operating
 loss

 $
 ( 537
)

 $
 ( 456
)

 $
 ( 437
)

 $
 ( 30
)

 1,050

 1,834

 1,643

 2,474

 Net income per share
 - basic and diluted

 $
 0.25

 $
 0.44

 $
 0.39

 $
 0.60

 9.
 Subsequent
 Events

 The
date to which events occurring after December 31, 2024, the date of the most recent balance sheet, have been evaluated for
possible adjustments to the financial statements or disclosure is March 20, 2025, which is the date of which the financial
statements were available to be issued. There are no subsequent events that would require an adjustment to the financial statements.

 NOTES

 SCHEDULE
IV - MORTGAGE LOANS

 SCHEDULE IV Mortgage Loans Receivable

 December 31,
2024

 Description

 Interest

 Rate

 Maturity

 Date

 Periodic
 Payment
 Terms

 Prior

 Liens

 Face

 Amount

 Carrying

 Value

 UHF - Timbers at The Park

 4.96
 %

 12/31/2032

 Payments from excess property
 cash flows

 $
 12,879

 $
 11,146

 $
 11,146

 NOTES

 SCHEDULE
IV - MORTGAGE LOANS

 As
of December 31,

 SCHEDULE IV Mortgage Loans Receivable Roll Forward

 2024

 2023

 2022

 Balance
 at January 1,

 $

 $

 $

 Additions

 —

 —

 —

 Deductions

 ( 27
)

 —

 —

 Balance
 at December 31,

 $
 11,146

 $

 $

 ITEM 9.
 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A.
 CONTROLS
 AND PROCEDURES

 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.

 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.
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. There are inherent
limitations to the effectiveness of any system of internal control over financial reporting. These limitations include the possibility
of human error, the circumvention of overriding of the system and reasonable resource constraints. Because of its inherent limitations,
our internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree
of compliance with policies or procedures may deteriorate.

 Management
assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment,
management used the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013). Based on management's assessments and those criteria, management has concluded that Company's
internal control over financial reporting was effective as of December 31, 2024.

 This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over
financial report. Management's report was not subject to attestation by our registered public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only management's report in this annual report.

 Changes
in Internal Control over Financial Reporting

 In
preparation for management's report on internal control over financial reporting, we documented and tested the design and
operating effectiveness of our internal control over financial reporting. There were no changes in our internal controls over
financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) that occurred during the year ended December 31,
2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Item
 9B.
 OTHER
 INFORMATION

 Not
applicable.

 Item
 9C.
 DISCLOSURE
 REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
 10.
 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors

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

 An
objective is for a majority of our Board to be independent directors. For a director to be considered independent, the Board must
determine that the director does not have any direct or indirect material relationship with the Company. The Board has established
guidelines to assist it in determining director independence which conform to, or are more exacting than, the independence requirements
in the New York Stock Exchange ("NYSE") listing rules. The independence guidelines are set forth in our "Corporate
Governance Guidelines". The text of this document has been posted on our website at www.incomeopp-realty.com ("Investor
Relations Website") and is available in print to any shareholder who requests it. In addition to applying these guidelines,
the Board will consider all relevant facts and circumstances in making an independence determination.

 We
have adopted a code of conduct that applies to all Directors, officers and employees, including our principal executive officer,
principal financial officer and principal accounting officer. Stockholders may find our code of conduct on our website by going
to our Investor Relations Website. We will post any amendments to the code of conduct, as well as any waivers that are required
to be disclosed by the rules of the Security Exchange Commission (the "SEC") or the NYSE on our website.

 Our
Board of Directors has adopted charters for our Audit, Compensation and Governance and Nominating Committees of the Board of Directors.
Stockholders may find these documents on our website by going to our Investor Relations Website. You may also obtain a printed
copy of the materials referred to by contacting us at the following address:

Opportunity Realty Investors, Inc.

 Attn:
Investor Relations

 1603
LBJ Freeway, Suite 800

Texas 75234

 Telephone:
469-522-4200

 All
members of the Audit Committee and Nominating and Corporate Governance Committees must be independent directors. Members of the
Audit Committee must also satisfy additional independence requirements, which provide (i) that they may not accept, directly
or indirectly, any consulting, advisory, or compensatory fee from the Company or any of its subsidiaries other than their director's
compensation (other than in their capacity as a member of the Audit Committee, the Board of Directors, or any other committee
of the Board), and (ii) no member of the Audit Committee may be an "affiliated person" of the Company or any
of its subsidiaries, as defined by the SEC.

 Our
current directors are listed below, together with their ages, terms of service, all positions and offices with us and our current
advisor, Pillar, their principal occupations, business experience and directorships with other companies during the last five
years or more. The designation "affiliated", when used below with respect to a director, means that the director is
an officer, director or employee of Pillar, an officer of the Company, or an officer or director of a related party of the Company.
The designation "independent", when used below with respect to a Director, means that the Director is neither an officer
of the Company nor a director, officer or employee of Pillar but may be a director of the Company, although the Company may have
certain business or professional relationships with such Director as discussed in Item 13. Certain Relationships and Related
Transactions, and Director Independence.

 HENRY
A. BUTLER, age 74, Director, Independent, since February 2011 and Chairman of the Board since May 2011

 Retired
(since April 30, 2019); Mr. Butler served as Vice President for Pillar from April 2011 to April 30, 2019. He also served as Chairman
of the Board since May 2009 and as a Director since November 2005 of ARL, and Chairman of the Board since May 2009 and a Director
since November 2005 of TCI.

 FERNANDO
V. LARA CELIS, age 58, Director, Independent, since October
2023

 Mr.
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. He is also the General Manager and President
of UDF de Mexico S.de R.L. de C.V., a Dallas, Texas based independent contractor which manages real estate projects Loma Bonita
and La Laguna in Tampico, Mexico. Prior to 2006, Mr. Lara was employed by the Mexico State Superior Control Authority in Veracruz,
Mexico as a General Auditor and/or Information Manager. He has also been a Director of ARL and TCI since October
2023.

 ROBERT
A. JAKUSZEWSKI, age 62, Director, Independent, since March 2004

 Mr.
Jakuszewski 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. Mr. Jakuszewski
has been a Director of the Company since March 2004. He has also been a Director of TCI since November 2005 and a Director of
ARL since November 2005.

 TED
R. MUNSELLE, age 69, Director, Independent, since May 2009

 Mr. Munselle
has been Vice President and Chief Financial Officer of Landmark Nurseries, Inc. since October 1998. On February 17, 2012, he was
appointed as a member of the Board of Directors for Spindletop Oil & Gas Company and as Chairman of their Audit Committee.
Spindletop's stock is traded on the Over-the-Counter (OTC) market. Mr. Munselle has been a Director of the Company
since May 2009. He has also served as Director of TCI since February 2004 and Director of ARL since February 2004. Mr. Munselle
is qualified as an Audit Committee financial expert within the meaning of SEC regulations and the Board of Directors has determined
that he has accounting and related financial management expertise within the meaning of the listing standards of the NYSE. Mr.
Munselle is a Certified Public Accountant.

 Board
Meetings and Committees

 The
Board of Directors held six meetings during 2024. 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. Under
our Corporate Governance Guidelines, each Director is expected to dedicate sufficient time, energy and attention to ensure the
diligent performance of his or her duties, including by attending meetings of the stockholders of the Company, the Board and Committees
of which he is a member. The Board of Directors has standing Audit, Compensation and Governance and Nominating Committees.

 The
 members of the Board of Directors on the date of this Report and the Committees of
the Board on which they serve are identified below:

 Audit
 Committee

 Governance
 and

 Nominating

 Committee

 Compensation

 Committee

 Henry
 A. Butler

 Robert
 A. Jakuszewski

 X

 Chair

 X

 Ted
 R. Munselle

 Chair

 X

 X

 Fernando
 V. Lara Celis

 X

 X

 Chair

 Audit
Committee. 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.transconrealty-invest.com). The Audit
Committee is an "audit committee" for purposes of Section 3(a)(58) of the Exchange Act. All of the current members
of the Audit Committee are independent within the meaning of the SEC Regulations, the listing standards of the NYSE and our Corporate
Governance Guidelines. Ted R. Munselle, the chairman of our Audit Committee, is qualified as an Audit Committee financial
expert within the meaning of SEC Regulations, and the Board has determined that he has accounting and related financial management
expertise within the meaning of the listing standards of the NYSE. All of the members of the Audit Committee meet the experience
requirements of the listing standards of the NYSE. The Audit Committee met five times during 2024.

 Governance
and Nominating Committee. The Governance and Nominating Committee is responsible for developing and implementing
policies and practices relating to corporate governance, including reviewing and monitoring implementation of our Corporate Governance
Guidelines. In addition, the Committee develops and reviews background information on candidates for the Board and makes recommendations
to the Board regarding such candidates. The Committee also prepares and supervises the Board's annual review of director
independence and the Board's performance self-evaluation. The Charter of the Governance and Nominating Committee is available
on our Investor Relations Website. The Governance and Nominating Committee met two times during 2024.

 Compensation
Committee. The Compensation Committee is responsible for overseeing the policies of the Company relating
to compensation to be paid by the Company to our principal executive officer and any other officers designated by the Board and
make recommendations to the Board with respect to such policies, produce necessary reports and executive compensation for inclusion
in our Proxy Statement in accordance with applicable rules and regulations and to monitor the development and implementation of
succession plans for the principal executive officers and other key executives and make recommendations to the Board with respect
to such plans. The charter of our Compensation Committee is available on our Investor Relations Website. All of the members of
the Compensation Committee are independent within the meaning of the listing standards of the NYSE and our Corporate Governance
Guidelines. The Compensation Committee is to be comprised of at least two directors who are independent of Management and the
Company. The Compensation Committee met two times during 2024.

 Presiding

 The
primary responsibility of our presiding director is to preside over periodic executive sessions of the Board in which any Management
directors and other members of Management do not participate. The presiding director also advises the Chairman of the Board and,
as appropriate, Committee Chairs with respect to agendas and information needs relating to Board and Committee meetings, provides
advice with respect to the selection of Committee Chairs and performs other duties that the Board may from time to time delegate
to assist the Board in fulfillment of its responsibilities.

 The
day following the annual meeting of stockholders held December 11, 2024 for all stockholders of record dated November 7,
2024, the full Board met and re-appointed Mr. Munselle as Presiding Director, to serve in such position until the Company's
next annual meeting of stockholders to be held subsequently in 2025.

 Determination
of Director's Independence

 Our
Corporate Governance Guidelines ("Guidelines") meet or exceed the new listing standards adopted during that year by
the NYSE. The full text of our Guidelines can be found on our Investor Relations Website.

 Pursuant
to the Guidelines, the Board undertook its annual review of director independence in May 2024 and during this review, the Board
considered transactions and relationships between each director or any member of his or her immediate family and the Company and
its subsidiaries and related parties, including those reported under Certain Relationships and Related Transactions below. The
Board also examined transactions and relationship between directors or their related parties and members of our senior management
or their related parties. As provided in the Guidelines, the purpose of such review was to determine whether such relationships
or transactions were inconsistent with the determination that the director is independent.

 As
a result of these reviews, the Board affirmatively determined of the then directors, Messrs. Butler, Jakuszewski, Lara and Munselle
are each independent of the Company and its Management under the standards set forth in the Corporate Governance Guidelines.

 Executive
Officers

 Executive
officers of the Company are listed below, all of whom are employed by Pillar. None of the executive officers receive any direct
remuneration from the Company nor do any hold any options granted by the Company. Their positions with the Company are not subject
to a vote of stockholders. In addition to the following executive officers, the Company has several vice presidents and assistant
secretaries who are not listed herein. The ages, terms of service and all positions and offices with the Company, Pillar, other
related entities, other principal occupations, business experience and directorships with other publicly-held companies during
the last five years or more are set forth below. No family relationships exist among any of the executive officers or directors
of the Company.

 ERIK
L. JOHNSON, 57

 Mr.
Johnson has served as President and Chief Executive Officer of the Company since May 2024. Previously, he served as the Interim
Chief Executive Officer from April 2023 and as Executive Vice President and Chief Financial Officer from December 2021. Mr. Johnson
also serves as President and Chief Executive Officer of Pillar, ARL and TCI. Prior to joining the Company and its affiliates,
he served as Vice President of Financial Reporting at Macerich (NYSE: MAC) and has served as the Chief Accounting Officer of North
American Scientific, Inc. He began his career as an auditor with PricewaterhouseCoopers and is a CPA.

 LOUIS
J. CORNA, 77

 Mr.
Corna has served as Executive Vice President, General Counsel/Tax Counsel and Secretary of the Company, ARL and TCI since February
2004. He has also been Executive Vice President since March 2011 and Secretary since December 2010 of Pillar. Mr. Corna was also
a Director and Vice President from June 2004 to December 2010 and Secretary from January 2005 to December 2010 of First Equity
Properties, Inc. He is also a CPA.

 ALLA
DZYUBA, 47

 Mrs.
Dzyuba has served as the Senior Vice President and Chief Accounting Officer of
the Company since December 2024. She also serves as Senior Vice President
and Chief Accounting Officer of Pillar, ARL and TCI. Mrs. Dzyuba has over twenty-one
 years of real estate accounting and financial reporting experience, including six years
of broker-dealer regulatory reporting experience.

 Code
of Ethics

 We
have adopted a code of ethics entitled "Code of Business Conduct and Ethics" that applies to all directors, officers,
and employees (including those of our Advisor). In addition, we have adopted a code of ethics entitled "Code of Ethics for
Senior Financial Officers" that applies to the principal executive officer, president, principal financial officer, chief
financial officer, chief accounting officer, and controller. The text of these documents has been posted on our Investor Relations
Website and are available in print to any stockholder who requests them.

 Compliance
with Section 16(a) of the Exchange Act

 Under
the securities laws of the United States, the directors, executive officers, and any persons holding more than 10% of our shares
of Common stock are required to report their share ownership and any changes in that ownership to the SEC. Specific due dates
for these reports have been established and we are required to report any failure to file by these dates. All of these filing
requirements were satisfied by our directors, executive officers, and 10% holders during the fiscal year ending December 31,
2024. In making these statements, we have relied on the written representations of our incumbent directors and executive officers,
10% holders and copies of the reports that they have filed with the SEC. In December 2021, the Board of Directors adopted the Company's Insider Trading Policy, a copy of which is available on our website
at www.incomeopp-realtv.com, at Investor Relations.

 The
Advisor

has been our Advisor and Cash Manager since April 30, 2011 in accordance with an Advisory Agreement and a Cash Management Agreement. On
May 7, 2024, the Advisory Agreement was amended and restated to clarify and revised several separate fees into a single gross
asset value fee and a net income fee plus certain specified allocated reimbursements. The Amended Agreement, did not change any
duties or responsibilities of either Pillar or the Company.

 Although
the Board of Directors is directly responsible for managing the affairs of the Company, and for setting the policies which guide
it, our day-to-day operations are performed by Pillar, as the contractual advisor, under the supervision of the Board. Pillar's
duties include, but are not limited to accounting, legal, capital market, administrative and executive services. Additionally,
Pillar serves as a consultant to the Board with regard to their decisions in connection with our business plan and investment
policy. Pillar also serves as an Advisor and Cash Manager to ARL and TCI.

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 shareholder of which is May Realty Holdings, Inc. ("MRHI"), the sole
shareholder of which is a trust known as the May Trust. The beneficiaries of the May Trust are the children of the late Gene E.
Phillips.

 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.

 The
Advisory Agreement also requires prior Board approval for the retention of all consultants and third party professionals, other
than legal counsel. The Advisory Agreement provides that Pillar shall be deemed to be in a fiduciary relationship to our stockholders;
contains a broad standard governing Pillar's liability for losses incurred by us; 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. 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 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; 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; and miscellaneous
administrative expenses relating to the performance by Pillar of its duties under the Advisory Agreement.

 We
do not have any employees and rely upon Pillar for employee related services, including but not limited to asset management, legal
services, accounting services, capital markets, administrative and executive services. We reimburse the Advisor on a monthly basis,
for our pro-rata portion (as reasonably agreed to between the Advisor and a majority of the Company's Independent Directors)
of all expenses related to (i) employment of the Advisor's personnel who are actively engaged in the services to the Company
("Service Employees") and (ii) the reasonable travel and other out-of-pocket costs of the Service Employees. Such
expenses shall include, but are not limited to, salary, wages, payroll taxes and the cost of employee benefit plans.

 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. 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.

 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. In addition to services performed for us, as described above, Pillar actively
provides similar services as agent for, and advisor to, other real estate enterprises, including persons and entities involved
in real estate development and financing, including ARL and TCI. The Advisory Agreement provides that Pillar may also serve as
advisor to other entities.

 As
advisor, Pillar is a fiduciary of our public investors. In determining to which entity a particular investment opportunity will
be allocated, Pillar will consider the respective investment objectives of each entity and the appropriateness of a particular
investment in light of each such entity's existing mortgage note and real estate portfolios and business plan. To the extent
any particular investment opportunity is appropriate to more than one such entity, such investment opportunity will be allocated
to the entity that has had funds available for investment for the longest period of time, or, if appropriate, the investment may
be shared among various entities. Refer to Part III, Item 13 "Certain Relationships and Related Transactions, and Director
Independence".

may assign the Advisory Agreement only with our prior consent.

 The
principal executive officers of Pillar are set forth below:

 Name

 Officers

 Erik
 L. Johnson

 President
 and Chief Executive Officer

 Louis
 J. Corna

 Executive
 Vice President and Secretary

 Gina
 H. Kay

 Executive
 Vice President and Chief Accounting Officer

 Mr.
Johnson is one of two directors of Pillar.

 ITEM 11.
 EXECUTIVE
 COMPENSATION

 We
have no employees, payroll or benefit plans and pay no compensation to our executive officers. Our executive officers are also
officers and employees of Pillar, our Advisor, and are compensated by Pillar. 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.

 The
only remuneration paid by us is to our directors who are not officers or employees of Pillar or its related companies. The Independent
Directors (1) review our business plan to determine that it is in the best interest of our stockholders, (2) review
the advisory contract, (3) supervise the performance of the advisor and review the reasonableness of the compensation paid
to the advisor in terms of the nature and quality of services performed, (4) review the reasonableness of our total fees
and expenses and (5) select, when necessary, a qualified independent real estate appraiser to appraise properties acquired.

 Except
for Henry A. Butler, who is paid a fee per meeting attended, e ach non-affiliated
Director is entitled to receive an annual retainer of $5,000, with the Chairman of the Audit Committee to receive a one-time annual
fee of $500. Directors who are also employees of the Company or its advisor receive no additional compensation for service as
a Director.

 During
the year ended December 31, 2024, $17,930 was paid to non-employee Directors in total Directors' fees. The fees paid
to the directors are as follows: Henry A. Butler $2,430; Robert A. Jakuszewski, $5,000; Fernando V. Lara Celis, $5,000; and Ted
R. Munselle, $5,500.

 ITEM 12.
 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Security
Ownership of Certain Beneficial Owners

 The
following table sets forth the ownership of our common stock, both beneficially and of record, both individually and in the aggregate,
for those persons or entities known to be beneficial owners of more than 5.0% of the outstanding shares of our common stock as
of the close of business on March 19, 2025.

 Amount and

 Nature
 of

 Beneficial

 Ownership*

 Approximate

 Percent

 of
 Class**

 Transcontinental
 Realty Investors, Inc.

 3,403,248

 83.7 %

 1603
 LBJ Freeway, Suite 800

 Texas 75234

 Realty
 Advisors, Inc.

 269,299

 6.6 %

 1603
 LBJ Freeway, Suite 800

 Texas 75234

 *
 "Beneficial
 Ownership" means the sole or shared power to vote, or to direct the voting of,
 a security or investment power with respect to a security, or any combination thereof.

 **
 Percentage
 is based upon 4,066,178 shares of Common stock outstanding at March 19, 2025.

 Security
Ownership of Management.

 The
following table sets forth the ownership of our common stock, both beneficially and of record, both individually and in the aggregate,
for our directors and executive officers as of the close of business on March 19, 2025.

 Name
 of Beneficial Owner

 Amount and

 Nature
 of

 Beneficial

 Ownership*

 Approximate

 Percent
 of

 Class**

 Henry
 A. Butler

 —

 — %

 Fernando
 V. Lara Celis

 —

 — %

 Louis
 J. Corna

 —

 — %

 Alla
 Dzyuba

 —

 — %

 Robert
 A. Jakuszewski

 —

 — %

 Erik
 L. Johnson

 —

 — %

 Ted
 R. Munselle

 —

 — %

 All
 Directors and Executive Officers as a group (7 individuals)

 —

 — %

 *
 Beneficial
 Ownership" means the sole power to vote, or to direct the voting of, a security
 or investment power with respect to a security, or any combination thereof.

 **
 Percentages
 are based upon 4,066,178 shares of Common Stock outstanding at March 19, 2025.

 Messrs.
Butler, Jakuszewski, Lara and Munselle are also directors of TCI and each expressly disclaims any beneficial ownership of any
securities of the Company owned by TCI.

 ITEM 13.
 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Policies
with Respect to Certain Activities

 Article
14 of our Articles of Incorporation provides that we shall not, directly or indirectly, contract or engage in any transaction
with (1) any director, officer or employee of the Company, (2) any director, officer or employee of the advisor, (3) the
advisor, or (4) any affiliate or associate (as such terms are defined in Rule 12b-2 under the Exchange Act of any of the
aforementioned persons, unless (a) the material facts as to the relationship among or financial interest of the relevant
individuals or persons and as to the contract or transaction are disclosed to or are known by our Board of Directors or the appropriate
committee thereof and (b)our Board of Directors or committee thereof determines that such contract or transaction is fair to the
Company and simultaneously authorizes or ratifies such contract or transaction by the affirmative vote of a majority of our independent
directors entitled to vote thereon.

 Article
14 defines an "Independent Director" (for purposes of that Article) as one who is neither an officer or employee of
the Company, nor a director, officer or employee of our advisor.

 Our
policy is to have such contracts or transactions approved or ratified by a majority of the disinterested Directors with full knowledge
of the character of such transactions, as being fair and reasonable to the stockholders at the time of such approval or ratification
under the circumstances then prevailing. Such Directors also consider the fairness of such transactions to the Company. We believe
that, to date, such transactions have represented the best investments available at the time and they were at least as advantageous
to us as other investments that could have been obtained.

 We
may enter into future transactions with entities, the officers, directors, or stockholders of which are also officers, directors,
or stockholders of the Company, if such transactions would be beneficial to our operations and consistent with our then-current
investment objectives and policies, subject to approval by a majority of disinterested Directors as discussed above.

 We
do not prohibit its officers, directors, stockholders, or related parties from engaging in business activities of the types conducted
by the Company.

 Certain
Business Relationships

has been our Advisor and Cash Manager since April 30, 2011. Although the Board of Directors is directly responsible for
managing our affairs, and for setting the policies which guide it, our day-to-day operations are performed by Pillar, as the contractual
advisor, under the supervision of the Board. Pillar's duties include, but are not limited to, locating, evaluating
and recommending real estate and real estate-related investment opportunities and arranging debt and equity financing for the
Company with third party lenders and investors. Additionally, Pillar serves as a consultant to the Board with regard to
their decisions in connection with our business plan and investment policy. Pillar also serves as an Advisor and Cash Manager
to ARL and TCI. As the contractual advisor, Pillar is compensated under an Advisory Agreement that is more fully described
in Part III, Item 10. "Directors, Executive Officers and Corporate Governance – The Advisor". We
have no employees and as such, employees of Pillar render services to us in accordance with the terms of the Advisory Agreement.

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 ARL and TCI.
Our executive officers also serve as executive officers of ARL and TCI.
As such, they owe fiduciary duties to that entity as well as to Pillar under applicable law. ARL and
 TCI have the same relationship with Pillar, as does the Company.

 We
are part of a tax sharing and compensating agreement with respect to federal income taxes among the Company, ARL and TCI. In accordance
with the agreement, o ur expense (benefit) in each year is calculated based on the amount
of losses absorbed by taxable income multiplied by the maximum statutory tax rate of 21%.

Party Transactions

 The
Company has historically engaged in and may continue to engage in certain business transactions with related parties, including
but not limited to asset acquisition and dispositions. 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 the best interest of our company.

 In
2024, we paid Pillar advisory fees of $0.1 million.

 As
of December 31, 2024, we had notes and interest receivables of $11.1 million and $0.3 million, respectively, due from related
parties. Refer to Part 2, Item 8. Note 3 – Notes Receivable of our consolidated financial statements. During the current
period, we recognized interest income of $0.6 million from this related party notes receivable.

 From
time to time, we have made advances and/or borrowings to/from Pillar
in accordance with our Cash Management Agreement. These borrowings bear interest at SOFR,
as set quarterly on the first day of each calendar quarter. At December 31, 2024, we had a receivable from related parties
of $110.5 million and recognized interest income of $5.7 million during the
year.

Independence

 See
"Determination of Director Independence" under Item 10 above to which reference is made.

 ITEM 14.
 PRINCIPAL
 ACCOUNTING FEES AND SERVICES

 On
January 2, 2024 of Swalm & Associates P.C. ("Swalm") notified us that they were ceasing to be our auditors due to
the upcoming retirement of their principle. Effective January 4, 2024, our Audit Committee engaged Farmer Fuqua & Huff P.C.
("FFH") to audit our consolidated financial statements for the year ending December 31, 2023.

 We
were billed by FFH for the services for year ended December 31, 2024 and by Swalm for services for the year ended December 31,
2023 as follows:

 Audit
Fees. Fees for audit services were $55,200 and $47,750 for the years ended December 31,
2024 and 2023, 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.

 Audit-Related
Fees. No fees for audit-related services were paid for the years ended December 31, 2024 and 2023. These are fees for
assurance and related services performed by the principal auditor that are reasonably related to the performance of the audit
or review of the Company's financial statements. These services include attestations by the principal auditor that are not
required by statute or regulation and consulting on financial accounting/reporting standards.

 Tax
Fees. No fees for tax services were paid for the years ended December 31, 2024 and 2023, respectively. These are fees
for professional services performed by the principal auditor with respect to tax compliance, tax planning, tax consultation, returns
preparation and review of returns.

 All
Other Fees. No other fees were paid for the years ended December 31, 2024 and 2023. These are fees for other permissible
work performed by the principal auditor that do not meet the above category descriptions.

 All
services rendered by the principal auditors are permissible under applicable laws and regulations and were pre-approved by either
the Board of Directors or the Audit Committee, as required by law. The fees paid to the principal auditors for the services described
in the above table fall under the categories listed below:

 These
services are actively monitored (as to both spending level and work content) by the Audit Committee to maintain the appropriate
objectivity and independence in the principal auditor's core work, which is the audit of the Company's consolidated
financial statements.

 The
Audit Committee has established policies and procedures for the approval and pre-approval of audit services and permitted non-audit
services. The Audit Committee has the responsibility to engage and terminate our independent auditors, to pre-approve their performance
of audit services and permitted non-audit services, to approve all audit and non-audit fees, and to set guidelines for permitted
non-audit services and fees. All fees for December 31, 2024 and 2023 were pre-approved by the Audit Committee or were within
the pre-approved guidelines for permitted non-audit services and fees established by the Audit Committee, and there were no instances
of waiver of approved requirements or guidelines during the same periods.

 Our
Audit Committee has adopted a pre-approval policy of audit and non-audit services (the "Policy"), which sets forth
the procedures and conditions pursuant to which services to be performed by the independent auditor are to be pre-approved. Consistent
with the SEC rules establishing two different approaches to pre-approving non-prohibited services, the Policy of the Audit Committee
covers Pre-approval of audit services, audit-related services, international administration tax services, non-U.S. income tax
compliance services, pension and benefit plan consulting and compliance services, and U.S. tax compliance and planning. At the
beginning of each fiscal year, the Audit Committee will evaluate other known potential engagements of the independent auditor,
including the scope of work proposed to be performed and the proposed fees, and will approve or reject each service, taking into
account whether services are permissible under applicable law and the possible impact of each non-audit service on the independent
auditor's independence from management. Typically, in addition to the generally pre-approved services, other services would
include due diligence for an acquisition that may or may not have been known at the beginning of the year. The Audit Committee
has also delegated to any member of the Audit Committee designated by the Board or the financial expert member of the Audit Committee
responsibilities to pre-approve services to be performed by the independent auditor not exceeding $25,000 in value or cost per
engagement of audit and non-audit services, and such authority may only be exercised when the Audit Committee is not in session.

 PART
IV

 ITEM
 15.
 EXHIBITS
 AND FINANCIAL STATEMENT SCHEDULES

 (a)
 The
 following documents are filed as part of this Report:

 a.
 Financial
 Statements

 Reports
of Independent Registered Public Accounting Firms

 Consolidated
Balance Sheets as of December 31, 2024 and 2023

 Consolidated
Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022

 Consolidated
Statements of Stockholders' Equity for the Years Ended December 31, 2024, 2023, and 2022

 Consolidated
Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022

 Notes
to Financial Statements

 b.
 Financial
 Statement Schedules

 Schedule
IV—Mortgage Loan Receivables on Real Estate

 c.
 Exhibits

 The
following documents are filed as Exhibits to this Report:

 3.1

 Certificate of Restatement of Articles of Incorporation of Income Opportunity Realty Investors, Inc., dated August 3, 2000 (incorporated 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 of Correction of Restated Articles of Incorporation of Income Opportunity Realty Investors, Inc., dated August 29, 2000 (incorporate 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 of Amendment to the Restated Articles of Incorporation of Income Opportunity Realty Investors, Inc. decreasing the number of authorized shares of and eliminating Series B Cumulative Convertible Preferred Stock dated August 26, 2003 (incorporated 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 of Amendment to the Restated Articles of Incorporation of Income Opportunity Realty Investors, Inc. decreasing the number of authorized shares of and eliminating Series I Cumulative Preferred Stock dated October 1, 2003 (incorporated by reference 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
 of Income Opportunity Realty Investors, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant's Registration
 Statement on Form S-4, filed on December 30, 1999).

 4.1

 Certificate of Designations, Preferences and Relative Participating or Optional or Other Special Rights, and Qualifications, Limitations or Restrictions Thereof of Series F Redeemable Preferred Stock of Income Opportunity Realty Investors, Inc., dated June 11, 2001 (incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2001).

 4.2

 Certificate of Withdrawal of Preferred Stock, Decreasing the Number of Authorized Shares of and Eliminating Series F Redeemable Preferred Stock, dated June 18, 2002 (incorporated by reference to Exhibit 3.0 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).

 4.3

 Certificate of Designation, Preferences and Rights of the Series I Cumulative Preferred Stock of Income Opportunity Realty Investors, Inc., dated February 3, 2003 (incorporated by reference to Exhibit 4.3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002).

 4.4

 Certificate of Designation for Nevada Profit Corporations designating the Series J 8% Cumulative Convertible Preferred Stock as filed with the Secretary of State of Nevada on March 16, 2006 (incorporated by reference to Registrant current report on Form 8-K for event of March 16, 2006).

 10.1

 Amended and Restated Advisory Agreement between Income Opportunity Realty Investors, Inc. and Pillar Income Asset Management, LLC, dated May 7, 2024 (incorporated by reference to Exhibit 10.0 to the Registrant's Current Report on Form 8-K, dated May 7, 2024).

 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).

 19*

 Insider Trading Policy.

 21.1*

 Subsidiaries of the Registrant.

 31.1*

 Section 302 Certification of Erik L. Johnson, Chief Executive Officer.

 31.2*

 Section 302 Certification of Alla Dzyuba, Chief Accounting Officer.

 32.1 *

 Section 906 Certifications of Erik L. Johnson and Alla Dzyuba.

 101.INS

 Instance Document

 101.SCH

 Taxonomy Extension Schema Document

 101.CAL

 Taxonomy Extension Calculation Linkbase Document

 101.DEF

 Taxonomy Extension Definition Linkbase Document

 101.LAB

 Taxonomy Extension Label Linkbase Document

 101.PRE

 Taxonomy Extension Presentation Linkbase Document

 *
Filed herewith.

 ITEM
 16.
 FORM
 10-K SUMMARY

 Optional
and not included herein.

 SIGNATURES

 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.

 Dated:
 March 20, 2025

 By:

 /s/
 ERIK L. JOHNSON

 Erik
 L. Johnson

 President
 and Chief Executive Officer

 (Principal
 Executive Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the date indicated.

 Signature

 Title

 Date

 /s/
 HENRY A. BUTLER

 Chairman
 of the Board and Director

 March

 Henry
 A. Butler

 /s/
 ROBERT A. JAKUSZEWSKI

 March

 Robert
 A. Jakuszewski

 /s/
 FERNANDO V. LARA CELIS

 March

 Fernando
 V. Lara Celis

 /s/
 TED R. MUNSELLE

 March

 Ted
 R. Munselle

 /s/
 ERIK L. JOHNSON

 President
 and Chief Executive Officer

 March

 Erik
 L. Johnson

 (Principal
 Executive Officer)

 /s/
 ALLA DZYUBA

 Senior
 Vice President and Chief Accounting

 March

 Alla
 Dzyuba

 (Principal
 Financial Officer)