STRS / Stratus Properties Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF HOLDEN HILLS, L.P.

FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF HOLDEN HILLS, L.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 Stratus Propertie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

STRATUS PROPERTIES INC. REPORTS SECOND-QUARTER AND SIX-MONTH 2025 RESULTS

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. REPORTS SECOND-QUARTER AND SIX-MONTH 2025 RESULTS —————————————————————————————————————————— AUSTIN, TX, August 12, 2025 - Stratus Properties Inc. (NASDAQ: STRS), a residential and retail focused real e

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37716 Stratus Pr

LIMITED PARTNERSHIP AGREEMENT OF HOLDEN HILLS PHASE 2, L.P., a Texas limited partnership

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant customarily and actually treats as private or confidential.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2025 Stratus Properties

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2025 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 Stratus Properties I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission Fi

STRATUS PROPERTIES INC. COMPLETES SALE OF WEST KILLEEN MARKET

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. COMPLETES SALE OF WEST KILLEEN MARKET —————————————————————————————————————————— AUSTIN, TX, May 27, 2025 - Stratus Properties Inc. (NASDAQ: STRS) (“Stratus”) today announced that it has completed the p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 Stratus Properties I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission Fi

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37716 Stratus P

STRATUS PROPERTIES INC. REPORTS FIRST-QUARTER 2025 RESULTS

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. REPORTS FIRST-QUARTER 2025 RESULTS —————————————————————————————————————————— AUSTIN, TX, May 15, 2025 - Stratus Properties Inc. (NASDAQ: STRS), a residential and retail focused real estate company with

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  ☒        Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

Severance and Change of Control Agreement

Execution Version Severance and Change of Control Agreement This Severance and Change of Control Agreement (the “Agreement”) between Stratus Properties Inc.

Second Amended and Restated Revolving Promissory Note One-Month Term Secured Overnight Financing Rate (SOFR)

Second Amended and Restated Revolving Promissory Note One-Month Term Secured Overnight Financing Rate (SOFR) AMOUNT $55,000,000.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2025 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

EIGHTH MODIFICATION AGREEMENT

When recorded, return to: RECORD IN DEED OF TRUST RECORDS TRAVIS COUNTY, TEXAS Holland & Knight LLP 1722 Routh Street, Suite 1500 Dallas, Texas 75201 Attention: Jeanne Burton NOTICE OF CONFIDENTIALITY RIGHTS; IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER EIGHTH MODIFICATION AGREEMENT This EIGHTH MODIFICATION AGREEMENT (this “Agreement”) is dated effective as of March 25, 2025 (the “Effective Date”) by and between STRATUS PROPERTIES INC.

Stratus Properties Inc. Insider Trading Policy

Stratus Properties Inc. Insider Trading Policy This Insider Trading Policy (“Policy”) of Stratus Properties Inc. (“Stratus”) and its subsidiaries and its affiliates (collectively, the “Company”) sets forth the general standards for the Company and for all employees, consultants, contractors, officers and directors with respect to engaging in transactions in Stratus’ securities and securities of ot

SEVENTH MODIFICATION AGREEMENT

When recorded, return to: RECORD IN DEED OF TRUST RECORDS TRAVIS COUNTY, TEXAS Holland & Knight LLP 1722 Routh Street, Suite 1500 Dallas, Texas 75201 Attention: Monica Hart NOTICE OF CONFIDENTIALITY RIGHTS; IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER SEVENTH MODIFICATION AGREEMENT This SEVENTH MODIFICATION AGREEMENT (this “Agreement”) is dated effective as of January 21, 2025 (the “Effective Date”) by and between STRATUS PROPERTIES INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☑ 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 For the transition period from to Commission file number: 001-37716 Stratus Proper

Severance and Change of Control Agreement

Execution Version Severance and Change of Control Agreement This Severance and Change of Control Agreement (the “Agreement”) between Stratus Properties Inc.

Investor Presentation March 28, 2025 CAUTIONARY STATEMENT This presentation contains forward-looking statements in which Stratus discusses factors it believes may affect its future performance. Forward-looking statements are all statements other than

Investor Presentation March 28, 2025 CAUTIONARY STATEMENT This presentation contains forward-looking statements in which Stratus discusses factors it believes may affect its future performance.

STRATUS PROPERTIES INC. REPORTS YEAR ENDED DECEMBER 31, 2024 RESULTS

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. REPORTS YEAR ENDED DECEMBER 31, 2024 RESULTS —————————————————————————————————————————— AUSTIN, TX, March 28, 2025 - Stratus Properties Inc. (NASDAQ: STRS), a residential and retail focused real estate

List of Subsidiaries of Stratus Properties Inc.* (as of December 31, 2024) Name Under Which Entity Organized It Does Business Stratus Investments LLC Delaware Same Stratus Properties Operating Co., L.P. Delaware Same Circle C Land, L.P. Texas Same Co

Exhibit 21.1 List of Subsidiaries of Stratus Properties Inc.* (as of December 31, 2024) Name Under Which Entity Organized It Does Business Stratus Investments LLC Delaware Same Stratus Properties Operating Co., L.P. Delaware Same Circle C Land, L.P. Texas Same College Station 1892 Properties, L.L.C. Texas Same Holden Hills, L.P. Texas Same Killeen FM 440, L.L.C. Texas Same Lantana Place, L.L.C. Te

LOAN AGREEMENT by and among COLLEGE STATION 1892 PROPERTIES, L.L.C., a Texas limited liability company, as the Borrower VOYA INVESTMENT MANAGEMENT LLC, a Delaware limited liability company, as the Administrative Agent as Lenders Dated: March 7, 2025

LOAN AGREEMENT by and among COLLEGE STATION 1892 PROPERTIES, L.L.C., a Texas limited liability company, as the Borrower and VOYA INVESTMENT MANAGEMENT LLC, a Delaware limited liability company, as the Administrative Agent and THE LENDERS IDENTIFIED ON EXHIBIT 1-2 ATTACHED HERETO, as Lenders Dated: March 7, 2025 Address: 11675 Wellborn Road City: College Station County: Brazos State: Texas Loan Amo

STRATUS PROPERTIES INC. COMPLETES REFINANCING OF JONES CROSSING

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. COMPLETES REFINANCING OF JONES CROSSING —————————————————————————————————————————— AUSTIN, TX, March 13, 2025 - Stratus Properties Inc. (NASDAQ: STRS) (“Stratus” or the “Company”) today announced the cl

W I T N E S S E T H :

Voya Loan No.: 30340 GUARANTY OF NON-RECOURSE CARVEOUTS THIS GUARANTY OF NON-RECOURSE CARVEOUTS (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as this “Guaranty”) is made this 7th day of March, 2025, by STRATUS PROPERTIES INC., a Delaware corporation, having an address located at 212 Lavaca Street, Suite 300, Austin,

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2025 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission F

PROMISSORY NOTE

Voya Loan No.: 30340 PROMISSORY NOTE $24,000,000.00 March 7, 2025 FOR VALUE RECEIVED, the undersigned, COLLEGE STATION 1892 PROPERTIES, L.L.C., a Texas limited liability company (hereinafter referred to as the “Borrower”), hereby promises to pay to the order of BRIGHTHOUSE LIFE INSURANCE COMPANY, a Delaware corporation, or any subsequent holder hereof (hereinafter referred to as the “Lender”), at

STRATUS PROPERTIES INC. COMPLETES REFINANCING OF LANTANA PLACE - RETAIL

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. COMPLETES REFINANCING OF LANTANA PLACE - RETAIL —————————————————————————————————————————— AUSTIN, TX, January 27, 2025 - Stratus Properties Inc. (NASDAQ: STRS) (“Stratus” or the “Company”) today announ

PROMISSORY NOTE

PROMISSORY NOTE January 22, 2025 $29,800,000.00 1. Promise to Pay. LANTANA PLACE, L.L.C., a Texas limited liability company (“Borrower”) promise(s) to pay to the order of Broadway National Bank (“Lender”), at its offices in the City of San Antonio, Bexar County, Texas the principal sum of Twenty-Nine Million Eight Hundred Thousand and No/100 Dollars ($29,800,000.00), with interest on the principal

LIMITED GUARANTY

LIMITED GUARANTY This Limited Guaranty (“Guaranty”), executed as of January 22, 2025, is given by STRATUS PROPERTIES INC.

COMMERCIAL LOAN AGREEMENT

COMMERCIAL LOAN AGREEMENT THIS COMMERCIAL LOAN AGREEMENT (this “Agreement”) is made by Broadway National Bank (“Lender”), LANTANA PLACE, L.

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2025 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissio

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2024 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissi

STRATUS PROPERTIES INC. COMPLETES REFINANCING OF KINGWOOD PLACE

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. COMPLETES REFINANCING OF KINGWOOD PLACE —————————————————————————————————————————— AUSTIN, TX, November 26, 2024 - Stratus Properties Inc. (NASDAQ: STRS) (“Stratus” or the “Company”) today announced the

PROMISSORY NOTE

Voya Loan No.: 30325 PROMISSORY NOTE $33,000,000.00 November 22, 2024 FOR VALUE RECEIVED, the undersigned, STRATUS KINGWOOD PLACE, L.P., a Texas limited partnership (hereinafter referred to as the “Borrower”), hereby promises to pay to the order of VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY, or any subsequent holder hereof (hereinafter referred to as the “Lender”), at the office of VOYA INVESTM

W I T N E S S E T H :

Voya Loan No.: 30325 GUARANTY OF NON-RECOURSE CARVEOUTS THIS GUARANTY OF NON-RECOURSE CARVEOUTS (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as this “Guaranty”) is made this 22nd day of November, 2024, by STRATUS PROPERTIES INC., a Delaware corporation having an address located at 212 Lavaca Street, Suite 300, Aust

LOAN AGREEMENT by and among STRATUS KINGWOOD PLACE, L.P., a Texas limited partnership, as the Borrower VOYA INVESTMENT MANAGEMENT LLC, a Delaware limited liability company, as the Administrative Agent as Lenders Dated: November 22, 2024

LOAN AGREEMENT by and among STRATUS KINGWOOD PLACE, L.P., a Texas limited partnership, as the Borrower and VOYA INVESTMENT MANAGEMENT LLC, a Delaware limited liability company, as the Administrative Agent and THE LENDERS IDENTIFIED ON EXHIBIT 1-2 ATTACHED HERETO, as Lenders Dated: November 22, 2024 County: Montgomery State: Texas Loan Amount: $33,000,000.00 Voya Loan No. 30325 TABLE OF CONTENTS AR

AMENDMENT TO LOAN AGREEMENT

AMENDMENT TO LOAN AGREEMENT THIS AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is executed as of October 8, 2024, but to be effective as of the Effective Date by and among Borrower, Guarantor, and Administrative Agent, and acknowledged and agreed to by Lenders.

EXTENSION AGREEMENT

Upon Recording, Return To: Patrick Glenn 98 San Jacinto Boulevard, Suite 200 Austin, Texas 78701 STATE OF TEXAS COUNTY OF TRAVIS EXTENSION AGREEMENT EFFECTIVE DATE: October 2, 2024; executed on October 8, 2024 BORROWER: The Saint June, L.

STRATUS PROPERTIES INC. REPORTS THIRD-QUARTER AND NINE-MONTH 2024 RESULTS

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. REPORTS THIRD-QUARTER AND NINE-MONTH 2024 RESULTS —————————————————————————————————————————— AUSTIN, TX, November 13, 2024 - Stratus Properties Inc. (NASDAQ: STRS), a residential and retail focused real

[Remainder of Page Intentionally Left Blank Signature Page Follows]

NOTE $5,000,000.00 August 13, 2021 FOR VALUE RECEIVED, THE SAINT JUNE, L.P., a Texas limited partnership (“Borrower”), hereby promises to pay to the order of TEXASBANK, a Texas state bank (together with its successors and assigns and any subsequent holders of this Note, “Lender”), as hereinafter provided, the principal sum of FIVE MILLION NO/100 DOLLARS ($5,000,000.00) or so much thereof as may be

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissi

AMENDED AND RESTATED NOTE

AMENDED AND RESTATED NOTE $25,320,000.00 August 13, 2021 FOR VALUE RECEIVED, THE SAINT JUNE, L.P., a Texas limited partnership (“Borrower”), hereby promises to pay to the order of TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns and any subsequent holders of this Note, “Lender”), as hereinafter provided, the principal sum of TWENTY-

[Remainder of Page Intentionally Left Blank Signature Page Follows]

NOTE $2,000,000.00 Effective Date: October 2, 2024 Execution Date: October 8, 2024 FOR VALUE RECEIVED, THE SAINT JUNE, L.P., a Texas limited partnership (“Borrower”), hereby promises to pay to the order of TEXAS CAPITAL BANK, a Texas state bank, formerly known as Texas Capital Bank, National Association, a national banking association (together with its successors and assigns and any subsequent ho

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37716 Strat

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 8, 2024 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2024 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

STRATUS PROPERTIES INC. COMPLETES SALE OF MAGNOLIA PLACE – RETAIL REALIZING $30 MILLION OF CUMULATIVE SALES AT MAGNOLIA PLACE OVER 3 YEARS

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. COMPLETES SALE OF MAGNOLIA PLACE – RETAIL REALIZING $30 MILLION OF CUMULATIVE SALES AT MAGNOLIA PLACE OVER 3 YEARS —————————————————————————————————————————— AUSTIN, TX, August 19, 2024 - Stratus Proper

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37716 Stratus Pr

STRATUS PROPERTIES INC. REPORTS SECOND-QUARTER AND SIX-MONTH 2024 RESULTS

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. REPORTS SECOND-QUARTER AND SIX-MONTH 2024 RESULTS —————————————————————————————————————————— AUSTIN, TX, August 13, 2024 - Stratus Properties Inc. (NASDAQ: STRS), a residential and retail focused real e

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

STRATUS PROPERTIES INC. REPORTS FIRST-QUARTER 2024 RESULTS

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. REPORTS FIRST-QUARTER 2024 RESULTS —————————————————————————————————————————— AUSTIN, TX, May 14, 2024 - Stratus Properties Inc. (NASDAQ: STRS), a diversified real estate company with holdings, interest

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37716 Stratus P

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission Fi

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒        Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p

STRATUS PROPERTIES INC. RESTRICTED STOCK UNIT AGREEMENT UNDER THE _______ STOCK INCENTIVE PLAN

Exhibit B Form for Use with AIP Awards STRATUS PROPERTIES INC. RESTRICTED STOCK UNIT AGREEMENT UNDER THE STOCK INCENTIVE PLAN 1. (a) Pursuant to the Stratus Properties Inc. Stock Incentive Plan (the “Plan”), on , 20(the “Grant Date”), Stratus Properties Inc., a Delaware corporation (the “Company”) granted restricted stock units (“Restricted Stock Units” or “RSUs”) to (the “Participant”) on the ter

STRATUS PROPERTIES INC. RESTRICTED STOCK UNIT AGREEMENT UNDER THE _______ STOCK INCENTIVE PLAN

Exhibit B STRATUS PROPERTIES INC. RESTRICTED STOCK UNIT AGREEMENT UNDER THE STOCK INCENTIVE PLAN 1. (a) Pursuant to the Stratus Properties Inc. Stock Incentive Plan (the “Plan”), on , 20(the “Grant Date”), Stratus Properties Inc., a Delaware corporation (the “Company”) granted restricted stock units (“Restricted Stock Units” or “RSUs”) to (the “Participant”) on the terms and conditions set forth i

STRATUS PROPERTIES INC. DIRECTOR COMPENSATION (As of August 10, 2023)

STRATUS PROPERTIES INC. DIRECTOR COMPENSATION (As of August 10, 2023) Cash Compensation Each non-employee director of Stratus Properties Inc. (“Stratus”) receives an annual fee of $35,000. The lead independent director receives an additional annual fee of $25,000. Committee chairs receive an additional annual fee as follows: Audit Committee, $17,500; Compensation Committee, $12,500; and Nominating

THIRD MODIFICATION AGREEMENT

WHEN RECORDED RETURN TO: HOLLAND & KNIGHT LLP 1722 ROUTH STREET, SUITE 1500 DALLAS, TEXAS 75201-4533 ATTENTION: RACHEL NIPPER THIRD MODIFICATION AGREEMENT This THIRD MODIFICATION AGREEMENT (this “Agreement”) dated effective as of December 6, 2023 is by and among STRATUS KINGWOOD PLACE, L.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

Amended and Restated Revolving Promissory Note One-Month Term Secured Overnight Financing Rate (SOFR) AMOUNT $35,370,000.

LOAN MODIFICATION AGREEMENT

LOAN MODIFICATION AGREEMENT THIS LOAN MODIFICATION AGREEMENT (this “Modification”) is entered into on December 14, 2023 (the “date of this Modification”), by and between SOUTHSIDE BANK, a Texas state bank ("Lender") and LANTANA PLACE, L.

STRATUS PROPERTIES INC. REPORTS YEAR ENDED DECEMBER 31, 2023 RESULTS

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. REPORTS YEAR ENDED DECEMBER 31, 2023 RESULTS —————————————————————————————————————————— AUSTIN, TX, March 28, 2024 - Stratus Properties Inc. (NASDAQ: STRS), a diversified real estate company with holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37716 Stratus Proper

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

STRATUS PROPERTIES INC. Incentive-Based Compensation Recovery Policy

STRATUS PROPERTIES INC. Incentive-Based Compensation Recovery Policy The Board of Directors (the “Board”) of Stratus Properties Inc. (the “Company”) has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive-Based Compensation Recovery Policy (this “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accoun

List of Subsidiaries of Stratus Properties Inc.* (as of December 31, 2023) Name Under Which Entity Organized It Does Business Santal, L.L.C. Delaware Same Stratus Block 21, L.L.C. Delaware Same Stratus Block 21 Member, L.L.C. Delaware Same Stratus In

Exhibit 21.1 List of Subsidiaries of Stratus Properties Inc.* (as of December 31, 2023) Name Under Which Entity Organized It Does Business Santal, L.L.C. Delaware Same Stratus Block 21, L.L.C. Delaware Same Stratus Block 21 Member, L.L.C. Delaware Same Stratus Investments LLC Delaware Same Stratus Properties Operating Co., L.P. Delaware Same Circle C Land, L.P. Texas Same College Station 1892 Prop

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of this Annual Report on Form 10-K of which this Exhibit 4.

STRATUS PROPERTIES INC. RESTRICTED STOCK UNIT AGREEMENT UNDER THE _______ STOCK INCENTIVE PLAN

Exhibit D Form for Use with PPIP/LTIP Valuation Event Awards STRATUS PROPERTIES INC.

Investor Presentation March 28, 2024 CAUTIONARY STATEMENT This presentation contains forward-looking statements in which Stratus discusses factors it believes may affect its future performance. Forward-looking statements are all statements other than

Investor Presentation March 28, 2024 CAUTIONARY STATEMENT This presentation contains forward-looking statements in which Stratus discusses factors it believes may affect its future performance.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission F

STRATUS PROPERTIES INC. COMPLETES SALE OF APPROXIMATELY 47 ACRES AT MAGNOLIA PLACE FOR $14.5 MILLION

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. COMPLETES SALE OF APPROXIMATELY 47 ACRES AT MAGNOLIA PLACE FOR $14.5 MILLION ––––––––––––––––––––––––––––––––––––––––––––––––––– AUSTIN, TX – February 27, 2024 – Stratus Properties Inc. (NASDAQ: STRS) (

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissi

STRATUS PROPERTIES INC. RESPONDS TO UNSOLICITED, NON-BINDING ACQUISITION PROPOSAL

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. RESPONDS TO UNSOLICITED, NON-BINDING ACQUISITION PROPOSAL ––––––––––––––––––––––––––––––––––––––––––––––––––– AUSTIN, TX, February 21, 2024 - Stratus Properties Inc. (NASDAQ: STRS) (“Stratus” or the “Co

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissi

STRS / Stratus Properties Inc. / Oasis Management Co Ltd. - STRATUS PROPERTIES INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Stratus Properties Inc. (Name of Issuer) Common stock, $0.01 par value (Title of Class of Securities) 863167201 (CUSIP Number) Oasis Management Company Ltd. c/o Oasis Management (Hong Kong) 25/F, LHT Tower 31 Queen’s Road Central, Central Hong Kong Attention: Philli

STRS / Stratus Properties Inc. / ARMSTRONG WILLIAM H III - SC 13G/A Passive Investment

SC 13G/A 1 schedule13ga-williamarmst.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* Stratus Properties Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 863167201 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Ch

STRS / Stratus Properties Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Stratus Properties Inc Title of Class of Securities: Common Stock CUSIP Number: 863167201 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ 

STRS / Stratus Properties Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 15 )* Stratus Properties Inc (Name of Issuer) Common Stock (Title of Class of Securities) 863167201 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2024 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 Stratus Propert

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissi

FIRST AMENDMENT OF LOAN AGREEMENT

FIRST AMENDMENT OF LOAN AGREEMENT THIS FIRST AMENDMENT OF LOAN AGREEMENT (this "Amendment"), executed effective as of August 1, 2023 (the “Effective Date”), is made by and between COLLEGE STATION 1892 PROPERTIES, L.

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37716 Strat

STRATUS PROPERTIES INC. REPORTS THIRD-QUARTER 2023 RESULTS

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. REPORTS THIRD-QUARTER 2023 RESULTS —————————————————————————————————————————— AUSTIN, TX, November 14, 2023 - Stratus Properties Inc. (NASDAQ: STRS), a diversified real estate company with holdings, int

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37716 Stratus Pr

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

SIXTH MODIFICATION AGREEMENT

When recorded, return to: RECORD IN DEED OF TRUST RECORDS TRAVIS COUNTY, TEXAS Holland & Knight LLP 1722 Routh Street, Suite 1500 Dallas, Texas 75201 Attention: Monica Hart NOTICE OF CONFIDENTIALITY RIGHTS; IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER SIXTH MODIFICATION AGREEMENT This SIXTH MODIFICATION AGREEMENT (this “Agreement”) is dated effective as of May 31, 2023 (the “Effective Date”) by and between STRATUS PROPERTIES INC.

STRATUS PROPERTIES INC. REPORTS SECOND-QUARTER 2023 RESULTS

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. REPORTS SECOND-QUARTER 2023 RESULTS —————————————————————————————————————————— AUSTIN, TX, August 14, 2023 - Stratus Properties Inc. (NASDAQ: STRS), a diversified real estate company with holdings, inte

Composite Certificate of Incorporation of Stratus Properties Inc.

Composite Certificate of Incorporation of Stratus Properties Inc. FIRST: The name of the Corporation is Stratus Properties Inc. SECOND: The address of its registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. THIRD: The purpose of the Corporation

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission Fi

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37716 Stratus P

STRATUS PROPERTIES INC. LONG-TERM INCENTIVE PLAN

STRATUS PROPERTIES INC. LONG-TERM INCENTIVE PLAN PREAMBLE Stratus Properties Inc., a Delaware corporation and its Subsidiaries (collectively, the “Company”) adopted the Profit Participation Incentive Plan effective July 11, 2018, and subsequently amended and restated the plan effective March 12, 2019 (as so amended and restated, the “PPIP”). The PPIP was designed to provide incentive opportunities

STRATUS PROPERTIES INC. REPORTS FIRST-QUARTER 2023 RESULTS

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. REPORTS FIRST-QUARTER 2023 RESULTS —————————————————————————————————————————— AUSTIN, TX, May 15, 2023 - Stratus Properties Inc. (NASDAQ: STRS), a diversified real estate company with holdings, interest

STRATUS PROPERTIES INC. EXECUTIVE ANNUAL INCENTIVE PLAN

STRATUS PROPERTIES INC. EXECUTIVE ANNUAL INCENTIVE PLAN 1.Purpose. The purpose of the Stratus Properties Inc. Executive Annual Incentive Plan (the “Plan”) is to advance the interests of Stratus Properties Inc. (“Stratus”) and its subsidiaries (together, the “Company”) by providing the framework under which annual or short-term incentive awards may be paid to executive officers and other key employ

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION STRATUS PROPERTIES INC.

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF STRATUS PROPERTIES INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 Stratus Properties I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte

STRS / Stratus Properties Inc. / Oasis Management Co Ltd. - SC 13D/A Activist Investment

SC 13D/A 1 brhc10050955sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Stratus Properties Inc. (Name of Issuer) Common stock, $0.01 par value (Title of Class of Securities) 863167201 (CUSIP Number) Oasis Management Company Ltd. c/o Oasis Management (Hong Kong) 25/F, LHT Tower 31 Queen’s Road C

STRATUS PROPERTIES INC. REPORTS YEAR ENDED DECEMBER 31, 2022 RESULTS

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. REPORTS YEAR ENDED DECEMBER 31, 2022 RESULTS —————————————————————————————————————————— AUSTIN, TX, March 31, 2023 - Stratus Properties Inc. (NASDAQ: STRS), a diversified real estate company with holdin

Investor Presentation March 31, 2023 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND REGULATION G DISCLOSURE This presentation contains forward-looking statements in which Stratus discusses factors it believes may affect its future perf

Investor Presentation March 31, 2023 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND REGULATION G DISCLOSURE This presentation contains forward-looking statements in which Stratus discusses factors it believes may affect its future performance.

STRATUS PROPERTIES INC. DIRECTOR COMPENSATION (As of August 11, 2022)

STRATUS PROPERTIES INC. DIRECTOR COMPENSATION (As of August 11, 2022) Cash Compensation Each non-employee director of Stratus Properties Inc. (“Stratus”) receives an annual fee of $35,000. The lead independent director receives an additional annual fee of $25,000. Committee chairs receive an additional annual fee as follows: Audit Committee, $17,500; Compensation Committee, $12,500; and Nominating

List of Subsidiaries of Stratus Properties Inc.* (as of December 31, 2022) Name Under Which Entity Organized It Does Business Santal, L.L.C. Delaware Same Stratus Block 21, L.L.C. Delaware Same Stratus Block 21 Member, L.L.C. Delaware Same Stratus In

Exhibit 21.1 List of Subsidiaries of Stratus Properties Inc.* (as of December 31, 2022) Name Under Which Entity Organized It Does Business Santal, L.L.C. Delaware Same Stratus Block 21, L.L.C. Delaware Same Stratus Block 21 Member, L.L.C. Delaware Same Stratus Investments LLC Delaware Same Stratus Properties Operating Co., L.P. Delaware Same Circle C Land, L.P. Texas Same College Station 1892 Prop

Interest Rate Index Replacement Agreement

Interest Rate Index Replacement Agreement Effective Date: January 3, 2023 Agent: TEXAS CAPITAL BANK, a Texas state bank (f/k/a TEXAS CAPITAL BANK, NATIONAL ASSOCIATION) Borrower: The Saint June, L.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorpo

Investor Presentation March 31, 2023 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND REGULATION G DISCLOSURE This presentation contains forward-looking statements in which Stratus discusses factors it believes may affect its future perf

EX-99.2 3 investorpresentation2023.htm EX-99.2 INVESTOR PRESENTATION 3-31-2023 Investor Presentation March 31, 2023 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND REGULATION G DISCLOSURE This presentation contains forward-looking statements in which Stratus discusses factors it believes may affect its future performance. Forward-looking statements are all statements other than state

STOCK REPURCHASE AGREEMENT

Execution Version STOCK REPURCHASE AGREEMENT THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of November 1, 2022 by and between Stratus Properties Inc.

STRATUS PROPERTIES INC. NOTICE OF GRANT OF RESTRICTED STOCK UNITS UNDER THE 2022 STOCK INCENTIVE PLAN

STRATUS PROPERTIES INC. NOTICE OF GRANT OF RESTRICTED STOCK UNITS UNDER THE 2022 STOCK INCENTIVE PLAN Pursuant to the terms of the Stratus Properties Inc. 2022 Stock Incentive Plan (the “Plan”), (the “Director”), being a non-employee director of Stratus Properties Inc. (the “Company”), was granted effective (the “Grant Date”) restricted stock units as hereinafter set forth. Defined terms not other

FOURTH MODIFICATION AGREEMENT

When recorded, return to: RECORD IN DEED OF TRUST RECORDS TRAVIS COUNTY, TEXAS Holland & Knight LLP 1722 Routh Street, Suite 1500 Dallas, Texas 75201 Attention: Matthew Swerdlow NOTICE OF CONFIDENTIALITY RIGHTS; IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD

STRATUS PROPERTIES INC. REPORTS YEAR ENDED DECEMBER 31, 2022 RESULTS

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. REPORTS YEAR ENDED DECEMBER 31, 2022 RESULTS —————————————————————————————————————————— AUSTIN, TX, March 31, 2023 - Stratus Properties Inc. (NASDAQ: STRS), a diversified real estate company with holdin

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF HOLDEN HILLS, L.P., a Texas limited partnership

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant customarily and actually treats as private or confidential.

CONSULTING AGREEMENT

CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is entered into effective as of the Effective Date, as defined in Section 9.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37716 Stratus Proper

DEVELOPMENT AGREEMENT (Barton Creek Section N Tecoma Circle Phase 2 Right of Way)

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant customarily and actually treats as private or confidential.

FIFTH MODIFICATION AGREEMENT

When recorded, return to: RECORD IN DEED OF TRUST RECORDS TRAVIS COUNTY, TEXAS Holland & Knight LLP 1722 Routh Street, Suite 1500 Dallas, Texas 75201 Attention: Jeanne Burton NOTICE OF CONFIDENTIALITY RIGHTS; IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN

SECOND MODIFICATION AGREEMENT

EX-10.25 4 exhibit1025secondmodificat.htm EX-10.25 KINGWOOD SECOND MODIFICATION WHEN RECORDED RETURN TO: HOLLAND & KNIGHT LLP 1722 ROUTH STREET, SUITE 1500 DALLAS, TEXAS 75201-4533 ATTENTION: MATTHEW H. SWERDLOW SECOND MODIFICATION AGREEMENT This SECOND MODIFICATION AGREEMENT (this “Agreement”) dated effective as of December 6, 2022 is by and among STRATUS KINGWOOD PLACE, L.P., a Texas limited par

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 Stratus Properties

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION—DATED MARCH 27, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (

PRE 14A 1 d445436dpre14a.htm PRE 14A Table of Contents PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION—DATED MARCH 27, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2023 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2023 Stratus Propert

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2023 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2023 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissio

STRATUS PROPERTIES INC. SECURES FINANCING FOR AND BEGINS CONSTRUCTION OF HOLDEN HILLS, A RESIDENTIAL PROJECT IN THE BARTON CREEK COMMUNITY

NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. SECURES FINANCING FOR AND BEGINS CONSTRUCTION OF HOLDEN HILLS, A RESIDENTIAL PROJECT IN THE BARTON CREEK COMMUNITY ––––––––––––––––––––––––––––––––––––––––––––––––––– AUSTIN, TX, February 14, 2023 - Str

STRS / Stratus Properties Inc / ARMSTRONG WILLIAM H III - SC 13G/A Passive Investment

SC 13G/A 1 d429090dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* Stratus Properties Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 863167201 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appr

CONSTRUCTION LOAN AGREEMENT

EX-10.1 2 exhibit101loanagreement-st.htm EX-10.1 HOLDEN HILLS LOAN AGREEMENT CONSTRUCTION LOAN AGREEMENT This CONSTRUCTION LOAN AGREEMENT (this “Agreement”) is made and entered into as of the 8th day of February, 2023, by and between HOLDEN HILLS, L.P., a Texas limited partnership (“Borrower”), whose address is c/o Stratus Properties Inc., 212 Lavaca Boulevard, Suite 300, Austin, Texas 78701, and

ARTICLE I NATURE AND SCOPE OF GUARANTY

EX-10.3 4 exhibit103guaranty-stratus.htm EX-10.3 HOLDEN HILLS GUARANTY GUARANTY This GUARANTY (“Guaranty”) is executed as of February 8, 2023, by STRATUS PROPERTIES INC., a Delaware corporation (“Guarantor”), for the benefit of COMERICA BANK (“Lender”). RECITALS: A.Contemporaneously herewith, Lender has made a Loan in the aggregate principal amount of $26,129,941.00 (the “Loan”) to Holden Hills, L

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Installment Note One-Month Bloomberg Short-Term Bank Yield Index Rate (BSBY) AMOUNT $26,129,941.

STRS / Stratus Properties Inc / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 14 )* Stratus Properties Inc (Name of Issuer) Common Stock (Title of Class of Securities) 863167201 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2023 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissio

As filed with the Securities and Exchange Commission on December 14, 2022.

As filed with the Securities and Exchange Commission on December 14, 2022. Registration No. 333-190637 Registration No. 333-169057 Registration No. 333-104288 Registration No. 333-31059 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION STATEMENT NO. 333-190637 FORM S-8 REGISTRATION STATEMENT NO. 333-169057 FORM S-8 REGI

As filed with the Securities and Exchange Commission on December 14, 2022.

S-8 POS 1 strs-formsx8posdecember142.htm S-8 POS As filed with the Securities and Exchange Commission on December 14, 2022. Registration No. 333-190637 Registration No. 333-169057 Registration No. 333-104288 Registration No. 333-31059 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION STATEMENT NO. 333-190637 FORM S-8 RE

As filed with the Securities and Exchange Commission on December 14, 2022.

As filed with the Securities and Exchange Commission on December 14, 2022. Registration No. 333-190637 Registration No. 333-169057 Registration No. 333-104288 Registration No. 333-31059 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION STATEMENT NO. 333-190637 FORM S-8 REGISTRATION STATEMENT NO. 333-169057 FORM S-8 REGI

As filed with the Securities and Exchange Commission on December 14, 2022.

S-8 POS 1 strs-formsx8posdecember142.htm S-8 POS As filed with the Securities and Exchange Commission on December 14, 2022. Registration No. 333-190637 Registration No. 333-169057 Registration No. 333-104288 Registration No. 333-31059 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION STATEMENT NO. 333-190637 FORM S-8 RE

November 14, 2022

Exhibit 16.1 November 14, 2022 U.S. Securities and Exchange Commission 100 F. Street Washington, DC 20549-7561 Re: Stratus Properties Inc. Commission File No. 001-37716 Ladies and Gentlemen: We have read the statements of Stratus Properties Inc. pertaining to our firm included in Item 4.01 of its Current Report on Form 8-K dated November 14, 2022 and are in agreement with the statements contained

STRATUS PROPERTIES INC. REPORTS THIRD-QUARTER 2022 RESULTS

NEWS RELEASE NASDAQ Symbol: ?STRS? Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. REPORTS THIRD-QUARTER 2022 RESULTS ?????????????????????????????????????????? AUSTIN, TX, November 14, 2022 - Stratus Properties Inc. (NASDAQ: STRS), a diversified real estate company with holdings, int

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissi

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37716 Strat

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissi

November 14, 2022

Exhibit 16.2 November 14, 2022 U.S. Securities and Exchange Commission 100 F. Street Washington, DC 20549-7561 Re: Stratus Properties Inc. Commission File No. 001-37716 Ladies and Gentlemen: We have read the statements of Stratus Properties Inc. pertaining to our firm included in Item 4.01 of its Current Report on Form 8-K dated November 14, 2022 and agree with the statements contained in paragrap

LOAN MODIFICATION AGREEMENT

LOAN MODIFICATION AGREEMENT THIS LOAN MODIFICATION AGREEMENT (this ?Modification?) is entered into on August 26, 2022, but made effective as of August 1, 2022 (the ?Effective Date?), by and between SOUTHSIDE BANK, a Texas state bank ("Lender") and LANTANA PLACE, L.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissio

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissio

STRATUS PROPERTIES INC. TO HOLD THIRD-QUARTER 2022 CONFERENCE CALL ON MONDAY, NOVEMBER 14, 2022

NEWS RELEASE NASDAQ Symbol: ?STRS? Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. TO HOLD THIRD-QUARTER 2022 CONFERENCE CALL ON MONDAY, NOVEMBER 14, 2022 ????????????????????????????????????????????????????????? AUSTIN, TX, October 19, 2022 - Stratus Properties Inc. (NASDAQ: STRS) an

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissi

STRATUS PROPERTIES INC. ANNOUNCES $50 MILLION RETURN OF CAPITAL TO SHAREHOLDERS $40 Million Special Cash Dividend and $10 Million Share Repurchase Program

NEWS RELEASE NASDAQ Symbol: ?STRS? Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. ANNOUNCES $50 MILLION RETURN OF CAPITAL TO SHAREHOLDERS $40 Million Special Cash Dividend and $10 Million Share Repurchase Program ???????????????????????????????????????????????????? AUSTIN, TX, Septem

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37716 Stratus Pr

STRATUS PROPERTIES INC. REPORTS SECOND-QUARTER 2022 RESULTS

NEWS RELEASE NASDAQ Symbol: ?STRS? Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. REPORTS SECOND-QUARTER 2022 RESULTS ?????????????????????????????????????????? AUSTIN, TX, August 15, 2022 - Stratus Properties Inc. (NASDAQ: STRS), a diversified real estate company with holdings, inte

STRATUS PROPERTIES INC. ANNOUNCES CONSTRUCTION FINANCING FOR THE SAINT GEORGE, A MULTI-FAMILY PROJECT IN NORTH-CENTRAL AUSTIN Construction Set to Commence Later this Month

NEWS RELEASE NASDAQ Symbol: ?STRS? Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. ANNOUNCES CONSTRUCTION FINANCING FOR THE SAINT GEORGE, A MULTI-FAMILY PROJECT IN NORTH-CENTRAL AUSTIN Construction Set to Commence Later this Month ???????????????????????????????????????????????????? A

ARTICLE I NATURE AND SCOPE OF GUARANTY

GUARANTY This GUARANTY (?Guaranty?) is executed as of July 19, 2022, by STRATUS PROPERTIES INC.

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Amended and Restated Installment Note One-Month Bloomberg Short-Term Bank Yield Index Rate (BSBY) AMOUNT $56,800,000.

CONSTRUCTION LOAN AGREEMENT

CONSTRUCTION LOAN AGREEMENT This CONSTRUCTION LOAN AGREEMENT (this ?Agreement?) is made and entered into as of the 19th day of July, 2022, by and between THE SAINT GEORGE APARTMENTS, L.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission F

STRATUS PROPERTIES INC. TO HOLD SECOND-QUARTER 2022 CONFERENCE CALL ON MONDAY, AUGUST 15, 2022

NEWS RELEASE NASDAQ Symbol: ?STRS? Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. TO HOLD SECOND-QUARTER 2022 CONFERENCE CALL ON MONDAY, AUGUST 15, 2022 ????????????????????????????????????????????????????????? AUSTIN, TX, July 20, 2022 - Stratus Properties Inc. (NASDAQ: STRS) announ

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission F

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission Fi

STRATUS PROPERTIES INC. COMPLETES SALE OF BLOCK 21 TO RYMAN HOSPITALITY PROPERTIES, INC. FOR $260 MILLION

NEWS RELEASE NASDAQ Symbol: ?STRS? Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. COMPLETES SALE OF BLOCK 21 TO RYMAN HOSPITALITY PROPERTIES, INC. FOR $260 MILLION ???????????????????????????????????????????????????? AUSTIN, TX, June 1, 2022 - Stratus Properties Inc. (NASDAQ: STRS) (

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission Fi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission Fi

FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATUS BLOCK 150, L.P.

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant customarily and actually treats as private or confidential.

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Amended and Restated Revolving Promissory Note One-Month Bloomberg Short-Term Bank Yield Index Rate (BSBY) AMOUNT $60,000,000.

Calculation of Filing Fee Tables Form S-8 (Form Type) Stratus Properties Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Stratus Properties Inc.

THIRD MODIFICATION AGREEMENT

When recorded, return to: RECORD IN DEED OF TRUST RECORDS TRAVIS COUNTY, TEXAS Holland & Knight LLP 1722 Routh Street, Suite 1500 Dallas, Texas 75201 Attention: Monica Hart NOTICE OF CONFIDENTIALITY RIGHTS; IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER?S LICENSE NUMBER THIRD MODIFICATION AGREEMENT This THIRD MODIFICATION AGREEMENT (this ?Agreement?) dated effective as of May 13, 2022 (the ?Effective Date?) by and between STRATUS PROPERTIES INC.

STRATUS PROPERTIES INC. REPORTS FIRST-QUARTER 2022 RESULTS

NEWS RELEASE NASDAQ Symbol: ?STRS? Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. REPORTS FIRST-QUARTER 2022 RESULTS ?????????????????????????????????????????? AUSTIN, TX, May 16, 2022 - Stratus Properties Inc. (NASDAQ: STRS), a diversified real estate company with holdings, interest

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37716 Stratus P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 STRATUS PROPERTIES INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of

S-8 1 forms-82022.htm S-8 As filed with the Securities and Exchange Commission on May 16, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STRATUS PROPERTIES INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organiza

STRATUS PROPERTIES INC. 2022 STOCK INCENTIVE PLAN

STRATUS PROPERTIES INC. 2022 STOCK INCENTIVE PLAN 1. Purpose. The purpose of the Stratus Properties Inc. 2022 Stock Incentive Plan (the ?Plan?) is to increase stockholder value and advance the interests of the Company and its Subsidiaries by furnishing a variety of equity incentives designed to (i) attract, retain, and motivate key employees, officers, and directors of the Company and consultants

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission Fi

STRATUS PROPERTIES INC. TO HOLD FIRST-QUARTER 2022 CONFERENCE CALL ON MONDAY, MAY 16, 2022

NEWS RELEASE NASDAQ Symbol: ?STRS? Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. TO HOLD FIRST-QUARTER 2022 CONFERENCE CALL ON MONDAY, MAY 16, 2022 ????????????????????????????????????????????????????????? AUSTIN, TX, April 20, 2022 - Stratus Properties Inc. (NASDAQ: STRS) announced

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

Definitive Proxy Statement on Schedule 14A filed with the SEC on April 8, 2022

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitte

ARTICLE I NATURE AND SCOPE OF GUARANTY

GUARANTY This GUARANTY (?Guaranty?) is executed as of December 6, 2018, by STRATUS PROPERTIES INC.

PROMISSORY NOTE

PROMISSORY NOTE $26,310,482.00 April 28, 2017 FOR VALUE RECEIVED, the undersigned (herein called ?Maker?) hereby promises to pay to the order of Southside Bank (?Lender?), in immediately available funds in lawful money of the United States of America, at the offices of Southside Bank in the City of Tyler, Smith County, Texas, the principal sum of TWENTY SIX MILLION THREE HUNDRED TEN THOUSAND FOUR

Severance and Change of Control Agreement

Severance and Change of Control Agreement This Severance and Change of Control Agreement (the ?Agreement?) between Stratus Properties Inc.

STRATUS PROPERTIES INC. REPORTS YEAR ENDED DECEMBER 31, 2021 RESULTS

EX-99.1 2 q421exhibit991.htm EX-99.1 NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. REPORTS YEAR ENDED DECEMBER 31, 2021 RESULTS ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– AUSTIN, TX, March 31, 2022 - Strat

W I T N E S S E T H

GUARANTY THIS GUARANTY (this "Guaranty") is executed as of January 5, 2016 by STRATUS PROPERTIES INC.

MEMBERSHIP INTEREST PURCHASE AGREEMENT

EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this ?Agreement?) is made by and between STRATUS BLOCK 21 INVESTMENTS, L.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37716 Stratus Proper

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

List of Subsidiaries of Stratus Properties Inc.* (as of December 31, 2021) Name Under Which Entity Organized It Does Business Santal, L.L.C. Delaware Same Stratus Block 21, L.L.C. Delaware Same Stratus Block 21 Member, L.L.C. Delaware Same Stratus In

Exhibit 21.1 List of Subsidiaries of Stratus Properties Inc.* (as of December 31, 2021) Name Under Which Entity Organized It Does Business Santal, L.L.C. Delaware Same Stratus Block 21, L.L.C. Delaware Same Stratus Block 21 Member, L.L.C. Delaware Same Stratus Investments LLC Delaware Same Stratus Properties Operating Co., L.P. Delaware Same Block 21 Service Company LLC Texas Same Circle C Land, L

GUARANTY AGREEMENT

GUARANTY AGREEMENT Name and Address of Lender: SOUTHSIDE BANK (?Lender?) P. O. Box 1079 Tyler, Texas 75710 Name and Address of Debtor: LANTANA PLACE, L.L.C., a Texas limited liability company (?Debtor?) 212 Lavaca Street, Suite 300 Austin, Texas 78701 1. Guaranty. The undersigned (?Guarantors?, whether one or more) jointly and severally agree to pay to the Lender at its address set out above, when

[Remainder of Page Intentionally Left Blank - Signature Page Follows]

GUARANTY THIS GUARANTY (this ?Guaranty?) is executed to be effective as of June 2, 2021, by STRATUS PROPERTIES INC.

LOAN MODIFICATION AGREEMENT

LOAN MODIFICATION AGREEMENT THIS LOAN MODIFICATION AGREEMENT (this ?Modification?) is entered into effective January 13, 2022 (the ?Effective Date?), by and between SOUTHSIDE BANK, a Texas state bank ("Lender") and LANTANA PLACE, L.

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of this Annual Report on Form 10-K of which this Exhibit 4.

AGREEMENT OF SALE AND PURCHASE

AGREEMENT OF SALE AND PURCHASE THE STATE OF TEXAS ? ? COUNTY OF TRAVIS ? THIS AGREEMENT OF SALE AND PURCHASE (?Agreement?) is made by and between STRATUS BLOCK 21, L.

Severance and Change of Control Agreement

Severance and Change of Control Agreement This Severance and Change of Control Agreement (the ?Agreement?) between Stratus Properties Inc.

GUARANTY OF RECOURSE OBLIGATIONS

GUARANTY OF RECOURSE OBLIGATIONS THIS GUARANTY OF RECOURSE OBLIGATIONS (this ?Guaranty?), dated as of June 17, 2021, is made by STRATUS PROPERTIES INC.

STRATUS PROPERTIES INC. AND RYMAN HOSPITALITY PROPERTIES, INC. PROVIDE UPDATE ON ANTICIPATED CLOSING DATE FOR SALE OF BLOCK 21

NEWS RELEASE NASDAQ Symbol: ?STRS? Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. AND RYMAN HOSPITALITY PROPERTIES, INC. PROVIDE UPDATE ON ANTICIPATED CLOSING DATE FOR SALE OF BLOCK 21 ????????????????????????????????????????????????????????? AUSTIN, TX, March 28, 2022 - Stratus Prop

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

EX-99.1

STRATUS PROPERTIES INC. TO HOLD YEAR ENDED DECEMBER 31, 2021 CONFERENCE CALL ON THURSDAY, MARCH 31, 2022

NEWS RELEASE NASDAQ Symbol: ?STRS? Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. TO HOLD YEAR ENDED DECEMBER 31, 2021 CONFERENCE CALL ON THURSDAY, MARCH 31, 2022 ????????????????????????????????????????????????????????? AUSTIN, TX, March 16, 2022 - Stratus Properties Inc. (NASDAQ: S

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission F

STRS / Stratus Properties Inc / ARMSTRONG WILLIAM H III - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* Stratus Properties Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 863167201 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

STRS / Stratus Properties Inc / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 13 )* Stratus Properties Inc (Name of Issuer) Common Stock (Title of Class of Securities) 863167201 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

STRATUS PROPERTIES INC. AND RYMAN HOSPITALITY PROPERTIES, INC. EXTEND ANTICIPATED CLOSING DATE FOR SALE OF BLOCK 21

NEWS RELEASE NASDAQ Symbol: ?STRS? Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. AND RYMAN HOSPITALITY PROPERTIES, INC. EXTEND ANTICIPATED CLOSING DATE FOR SALE OF BLOCK 21 ???????????????????????????????????????????????????? AUSTIN, TX, January 18, 2022 - Stratus Properties Inc. (N

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2022 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissio

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2021 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissi

STRATUS PROPERTIES INC. COMPLETES SALE OF THE SANTAL FOR $152 MILLION

EX-99.1 2 exhibit99112142021santalcl.htm EX-99.1 NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. COMPLETES SALE OF THE SANTAL FOR $152 MILLION –––––––––––––––––––––––––––––––––––––––––––––––––––– AUSTIN, TX, December 14, 2021 - Stratus Properties Inc

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATUS BLOCK 150, L.P., a Texas limited partnership

EX-10.5 6 q321exhibit105.htm EX-10.5 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant customarily and actually treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ST

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37716 Strat

AGREEMENT OF SALE AND PURCHASE

AGREEMENT OF SALE AND PURCHASE This AGREEMENT OF SALE AND PURCHASE (?Agreement?) is made by and between SANTAL, L.

SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASE

EX-2.4 4 q321exhibit24.htm EX-2.4 SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASE This Second Amendment to Agreement of Sale and Purchase (this “Amendment”) is made and entered into by and between SANTAL, L.L.C., a Delaware limited liability company (“Seller”) and BERKSHIRE MULTIFAMILY INCOME REALTY-OP, L.P., a Delaware limited partnership (“Purchaser”). R E C I T A L S: A.Seller and BG-QR GP,

FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE

FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE This First Amendment to Agreement of Sale and Purchase (this ?Amendment?) is made and entered into by and between SANTAL, L.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissi

MODIFICATION OF LOAN AGREEMENT, NOTE, MORTGAGE AND OTHER LOAN DOCUMENTS

EX-10.4 5 q321exhibit104.htm EX-10.4 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: DLA Piper LLP (US) 444 West Lake Street, Suite 900 Chicago, Illinois 60606 Attention: Alison M. Mitchell LOAN NO. 40305 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY B

STRATUS PROPERTIES INC. REPORTS THIRD-QUARTER 2021 RESULTS

NEWS RELEASE NASDAQ Symbol: ?STRS? Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. REPORTS THIRD-QUARTER 2021 RESULTS ?????????????????????????????????????????? AUSTIN, TX, November 15, 2021 - Stratus Properties Inc. (NASDAQ: STRS), a diversified real estate company with holdings, int

STRATUS PROPERTIES INC. ANNOUNCES AGREEMENT TO SELL BLOCK 21 FOR $260 MILLION TO RYMAN HOSPITALITY PROPERTIES, INC.

EX-99.1 2 exhibit99110262021block21s.htm EX-99.1 NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. ANNOUNCES AGREEMENT TO SELL BLOCK 21 FOR $260 MILLION TO RYMAN HOSPITALITY PROPERTIES, INC. –––––––––––––––––––––––––––––––––––––––––––––––––––– AUSTIN,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2021 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissio

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2021 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissio

STRATUS PROPERTIES INC. TO HOLD THIRD-QUARTER 2021 CONFERENCE CALL ON MONDAY, NOVEMBER 15, 2021

EX-99.1 2 exhibit991ercall102021.htm EX-99.1 NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. TO HOLD THIRD-QUARTER 2021 CONFERENCE CALL ON MONDAY, NOVEMBER 15, 2021 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––– AUSTIN, TX, October 20, 202

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2021 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commissio

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2021 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commiss

STRATUS PROPERTIES INC. ANNOUNCES AGREEMENT TO SELL THE SANTAL FOR $152 MILLION

EX-99.1 2 exhibit9919212021santalsal.htm EX-99.1 NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. ANNOUNCES AGREEMENT TO SELL THE SANTAL FOR $152 MILLION –––––––––––––––––––––––––––––––––––––––––––––––––––– AUSTIN, TX, September 21, 2021 - Stratus Pro

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2021 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

STRATUS PROPERTIES INC. ANNOUNCES PURCHASE OF LAND AND PLANS TO DEVELOP BLOCK 150 IN DOWNTOWN AUSTIN Plans to Develop Luxury Multi-Family High-Rise Development with Ground-Level Retail Construction Expected to Begin in Early 2023, with Anticipated Co

EX-99.1 2 exhibit991972021block150re.htm EX-99.1 NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. ANNOUNCES PURCHASE OF LAND AND PLANS TO DEVELOP BLOCK 150 IN DOWNTOWN AUSTIN Plans to Develop Luxury Multi-Family High-Rise Development with Ground-Level

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37716 Stratus Pr

STRATUS PROPERTIES INC. NOTICE OF GRANT RESTRICTED STOCK UNITS UNDER THE _______ STOCK INCENTIVE PLAN

EX-10.9 3 q221exhibit109.htm EX-10.9 Exhibit D STRATUS PROPERTIES INC. NOTICE OF GRANT OF RESTRICTED STOCK UNITS UNDER THE STOCK INCENTIVE PLAN 1.(a) Pursuant to the Stratus Properties Inc. Stock Incentive Plan (the “Plan”), on , 20(the “Grant Date”), Stratus Properties Inc., a Delaware corporation (the “Company”) granted restricted stock units (“Restricted Stock Units” or “RSUs”) to (the “Partici

STRATUS PROPERTIES INC. NOTICE OF GRANT RESTRICTED STOCK UNITS UNDER THE _______ STOCK INCENTIVE PLAN

EX-10.8 2 q221exhibit108.htm EX-10.8 Exhibit B STRATUS PROPERTIES INC. NOTICE OF GRANT OF RESTRICTED STOCK UNITS UNDER THE STOCK INCENTIVE PLAN 1.(a) Pursuant to the Stratus Properties Inc. Stock Incentive Plan (the “Plan”), on , 20(the “Grant Date”), Stratus Properties Inc., a Delaware corporation (the “Company”) granted restricted stock units (“Restricted Stock Units” or “RSUs”) to (the “Partici

STRATUS PROPERTIES INC. ANNOUNCES NEW DEVELOPMENT PLANS FOR MAGNOLIA PLACE, AN H-E-B GROCERY SHADOW-ANCHORED, MIXED-USE PROJECT IN MAGNOLIA, TEXAS Construction Financing for First Phase of Development in Place

EX-99.2 3 exhibit9928162021magnoliap.htm EX-99.2 NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. ANNOUNCES NEW DEVELOPMENT PLANS FOR MAGNOLIA PLACE, AN H-E-B GROCERY SHADOW-ANCHORED, MIXED-USE PROJECT IN MAGNOLIA, TEXAS Construction Financing for Fir

STRATUS PROPERTIES INC. REPORTS SECOND-QUARTER 2021 RESULTS

EX-99.1 2 q22021exhibit991.htm EX-99.1 NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. REPORTS SECOND-QUARTER 2021 RESULTS —————————————————————————————————————————— AUSTIN, TX, August 16, 2021 - Stratus Properties Inc. (NASDAQ: STRS), a diversified

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2021 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission

Composite Certificate of Incorporation of Stratus Properties Inc.

EX-3.1 Exhibit 3.1 Composite Certificate of Incorporation of Stratus Properties Inc. FIRST: The name of the Corporation is Stratus Properties Inc. SECOND: The address of its registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. THIRD: The purpose

STRATUS PROPERTIES INC. ANNOUNCES APPOINTMENT OF LAURIE L. DOTTER TO ITS BOARD OF DIRECTORS

EX-99.1 4 exhibit9918122021msdotter.htm EX-99.1 NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. ANNOUNCES APPOINTMENT OF LAURIE L. DOTTER TO ITS BOARD OF DIRECTORS –––––––––––––––––––––––––––––––––––––––––––––––––––– AUSTIN, TX, August 12, 2021 - Str

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A (Amendment No. 2) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Stratus Properties Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A (Amendment No. 2) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Amendment No. 2 to Stockholder Rights Agreement, dated as of August 12, 2021, by and between Stratus Properties Inc. and Computershare Inc., as Rights Agent (incorporated herein by reference to Exhibit 4.3 to Stratus’ Current Report on Form 8-K filed on August 13, 2021).

EX-4.3 3 stratus-amendmentno2torigh.htm EX-4.3 AMENDMENT NO. 2 TO STOCKHOLDER RIGHTS AGREEMENT This Amendment No. 2 to Stockholder Rights Agreement (this “Amendment”) is made effective as of the 12th day of August, 2021. This Amendment is an amendment to the Stockholder Rights Agreement, dated as of September 22, 2020, and amended on March 12, 2021 (as amended, the “Rights Agreement”), between Str

Certificate of Elimination of the Series D Participating Cumulative Preferred Stock of the Company, dated August 12, 2021 (incorporated herein by reference to Exhibit 3.1 to Stratus’ Current Report on Form 8-K filed on August 13, 2021).

EX-3.1 2 strs-certificateofeliminat.htm EX-3.1 CERTIFICATE OF ELIMINATION OF SERIES D PARTICIPATING CUMULATIVE PREFERRED STOCK OF STRATUS PROPERTIES INC. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) Stratus Properties Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: th

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2021 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission F

STRATUS PROPERTIES INC. TO HOLD SECOND-QUARTER 2021 CONFERENCE CALL ON MONDAY, AUGUST 16, 2021

EX-99.1 2 exhibit991ercall72121.htm EX-99.1 NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. TO HOLD SECOND-QUARTER 2021 CONFERENCE CALL ON MONDAY, AUGUST 16, 2021 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––– AUSTIN, TX, July 21, 2021 - S

PROMISSORY NOTE

EX-10.2 3 regionspromissorynote-coll.htm EX-10.2 PROMISSORY NOTE $24,500,000.00 June 17, 2021 FOR VALUE RECEIVED COLLEGE STATION 1892 PROPERTIES, L.L.C., a Texas limited liability company, as maker (“Borrower”), hereby unconditionally promises to pay to the order of REGIONS BANK, an Alabama state banking corporation, as payee (together with its successors and/or assigns, “Lender”), the maximum pri

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2021 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission F

LOAN AGREEMENT Dated as of June 17, 2021 by and between COLLEGE STATION 1892 PROPERTIES, L.L.C. (as Borrower) REGIONS BANK (as Lender) TABLE OF CONTENTS

EX-10.1 2 regionsloanagreement-colle.htm EX-10.1 LOAN AGREEMENT Dated as of June 17, 2021 by and between COLLEGE STATION 1892 PROPERTIES, L.L.C. (as Borrower) and REGIONS BANK (as Lender) TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; PRINCIPLES OF CONSTRUCTION 1 Section 1.1 Definitions 1 Section 1.2 Principles of Construction. 22 ARTICLE II THE LOAN 22 Section 2.1 The Loan; Use of Proceeds 22 Sect

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2021 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission Fi

LOAN AGREEMENT TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as Sole Lead Arranger, Sole Book Runner, and Administrative Agent, THE SAINT JUNE, L.P. as Borrower, Lenders Signatory Hereto From Time to Time

EX-10.1 2 loanagreementtexascapitalb.htm EX-10.1 LOAN AGREEMENT between TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as Sole Lead Arranger, Sole Book Runner, and Administrative Agent, and THE SAINT JUNE, L.P. as Borrower, and Lenders Signatory Hereto From Time to Time INDEX* Page SECTION I DEFINITIONS 1 1.1 Defined Terms 1 1.2 Additional Definitions; Other Interpretive Provisions 23 1.3 ERISA Provisi

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2021 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission Fi

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS]

EX-10.2 3 note-texascapitalconstruct.htm EX-10.2 NOTE $30,320,000.00 June 2, 2021 FOR VALUE RECEIVED, THE SAINT JUNE, L.P., a Texas limited partnership (“Borrower”), hereby promises to pay to the order of TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns and any subsequent holders of this Note, “Lender”), as hereinafter provided, the

STRATUS PROPERTIES INC. ANNOUNCES THE SAINT JUNE, A LUXURY MULTI-FAMILY DEVELOPMENT IN BARTON CREEK Project to Feature 182 Units with a Focus on Design Sustainability Construction Financing in Place

EX-99.1 4 exhibit9916821saintjune.htm EX-99.1 NEWS RELEASE NASDAQ Symbol: “STRS” Stratus Properties Inc. Financial and Media Contact: 212 Lavaca St., Suite 300 William H. Armstrong III Austin, Texas 78701 (512) 478-5788 STRATUS PROPERTIES INC. ANNOUNCES THE SAINT JUNE, A LUXURY MULTI-FAMILY DEVELOPMENT IN BARTON CREEK Project to Feature 182 Units with a Focus on Design Sustainability Construction

STRATUS PROPERTIES INC. REPORTS PRELIMINARY RESULTS OF 2021 ANNUAL MEETING OF SHAREHOLDERS Shareholders Elect Stratus’ Director Nominees, Jim Leslie and Neville Rhone, Jr. Shareholders Support Proposal to Expand Board and Appoint Laurie Dotter

NEWS RELEASE NASDAQ Symbol: ?STRS? Stratus Properties Inc. 212 Lavaca St., Suite 300 Austin, Texas 78701 STRATUS PROPERTIES INC. REPORTS PRELIMINARY RESULTS OF 2021 ANNUAL MEETING OF SHAREHOLDERS Shareholders Elect Stratus? Director Nominees, Jim Leslie and Neville Rhone, Jr. Shareholders Support Proposal to Expand Board and Appoint Laurie Dotter ???????????????????????????????????????????????????

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2021 Stratus Properties Inc. (Exact name of registrant as specified in its charter) Delaware 001-37716 72-1211572 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Under Rule 14a-12 Stratus Properties Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Under Rule 14a-12 Stratus Properties Inc.