Stratus Prop SEC Filings

Stratus Properties Inc. (STRS) – Form 4 filing: Director Laurie L. Dotter acquired 321 shares of STRS common stock on 07/01/2025 at an average price of $18.88 per share. The shares were issued pursuant to her prior election to receive a portion of her annual board retainer in equity rather than cash, rather than an open-market purchase. Following the transaction, Dotter’s total beneficial ownership increased to 18,273 shares, which includes 3,730 restricted stock units (RSUs). The filing shows the transaction was executed directly and no derivative securities were involved.

The disclosed purchase is modest in absolute terms and represents routine director compensation, but it modestly aligns the director’s economic interests with shareholders by converting cash fees into equity. There is no indication of simultaneous sales or other insider transactions.

Stratus Properties Inc. (NASDAQ: STRS) filed a Form 8-K to disclose two material events: (1) formation of the Holden Hills Phase 2 limited partnership and (2) a substantial increase in its share-repurchase authorization.

Holden Hills Phase 2 partnership. On 13 June 2025, subsidiaries of Stratus (as General Partner and Class A Limited Partner) and an unrelated investor (Class B Limited Partner) executed the Phase 2 Partnership Agreement covering a 570-acre mixed-use project adjacent to the company’s 495-acre Phase 1 residential development. Key economics are:

• Class A contributed land and related infrastructure valued at $95.7 million (land $86.9 m; prior infrastructure investment $8.8 m).
• Class B contributed $47.9 million in cash; the same amount was immediately distributed to Class A, providing Stratus with cash proceeds while maintaining a 50 % equity stake in the venture.
• Both partners must fund future “mandatory” costs and any capital calls approved by all partners; Stratus has guaranteed its subsidiaries’ future capital obligations.
• A separate revolving credit facility is being arranged for Phase 2; pending that facility, Comerica Bank released the Phase 2 property from Stratus’ corporate revolver collateral, reducing the borrowing base from $54.1 m to $23.3 m.
• Management fees to Stratus’ GP entity are set at $39,875 per month for the first year plus 4 % of specified hard costs.
• Standard governance provisions require unanimous consent for major decisions, and a buy-sell clause allows either partner to trigger a buyout at any time.

Phase 1 alignment. The Phase 1 partnership agreement was amended the same day to mirror key economic and governance terms, notably the buy-sell mechanism, thereby harmonising the two phases of the larger Holden Hills development.

Expanded share-repurchase program. The Board raised the existing authorization from $5 million to $25 million. As of 20 June 2025, $2 million had been used, leaving $23 million available. Comerica Bank waived the customary $1 million cap contained in existing debt covenants to permit the program.

No earnings figures were released; the filing focuses on capital structure, liquidity, and project governance. Copies of the partnership agreements will be included in the forthcoming Q2 2025 Form 10-Q.