[8-K] STRATUS PROPERTIES INC Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Stratus Properties Inc. entered into amended loan agreements for its 50%-owned Holden Hills, L.P., updating the senior secured construction financing for the Holden Hills Phase 1 project. The modifications extend the loan’s maturity to August 8, 2027 and increase the potential principal by about $9.9 million to a maximum aggregate commitment of the least of roughly $36.0 million, 29.0% of total development costs, or an amount capped at a 30.0% loan-to-value ratio.
The interest rate is set at one-month Term Secured Overnight Financing Rate, with a 0.50% floor, plus 3.00%, subject to a minimum overall rate of 3.50%. As of June 10, 2026, the outstanding principal balance is about $12.6 million with approximately $12.8 million still available for additional advances, supporting ongoing development of residential, amenity and infrastructure improvements in Phase 1.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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 8, 2026
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code: (512 ) 478-5788
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Effective June 8, 2026, Holden Hills, L.P. (the Partnership), a Texas limited partnership and 50% owned subsidiary of Stratus Properties Inc. (Stratus), as borrower, Stratus, as guarantor, and Fifth Third Bank, N.A., as successor by merger to Comerica Bank, as lender (Lender), entered into a Third Modification Agreement, an Amended and Restated Installment Note and a Second Installment Note (collectively, the Amendments), which amend that certain Loan Agreement dated February 8, 2023 and related agreements, as previously amended, by and among the Partnership, Stratus and Lender (the Loan Agreement). As amended, the Loan Agreement provides for a senior secured construction loan (the Loan) to provide financing for the development of the Holden Hills Phase 1 project, including related residential, amenity and infrastructure improvements.
The Amendments (i) extend the maturity date to August 8, 2027; (ii) increase the principal amount of the Loan by approximately $9.9 million for a new total aggregate Loan commitment of the least of (a) approximately $36.0 million, (b) 29.0% of the total development costs or (c) the amount that would result in a maximum loan-to-value ratio of 30.0%; and (iii) document the applicable interest rate for amounts outstanding under the Loan as one-month Term Secured Overnight Financing Rate (with a floor of 0.50%), plus 3.00%, subject to a 3.50% floor.
The Loan is secured by the Holden Hills Phase 1 project. Payments of interest only on amounts outstanding under the Loan are due monthly with the outstanding principal due at maturity. Amounts repaid under the Loan may not be reborrowed. Following the Amendments, as of June 10, 2026, the outstanding principal balance of the Loan is approximately $12.6 million with approximately $12.8 million remaining available for additional principal advances.
The foregoing description of the Amendments is not intended to be complete and is qualified in its entirety by reference to the full text of the Amendments, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, and incorporated by reference into this Item 1.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Title | ||||
10.1 | Third Modification Agreement by and among Holden Hills, L.P., as borrower, Stratus Properties Inc., as guarantor, and Fifth Third Bank, N.A., as successor by merger to Comerica Bank, as lender, effective June 8, 2026. | ||||
10.2 | Amended and Restated Installment Note by and between Holden Hills, L.P. and Fifth Third Bank, N.A. dated June 8, 2026. | ||||
10.3 | Second Installment Note by and between Holden Hills, L.P. and Fifth Third Bank, N.A. dated June 8, 2026. | ||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Stratus Properties Inc.
| By: | /s/ Erin D. Pickens | |||||||
| Erin D. Pickens | ||||||||
Senior Vice President and Chief Financial Officer (authorized signatory and Principal Financial Officer and Principal Accounting Officer) | ||||||||
Date: June 12, 2026