Stratus Properties (STRS) starts $5 liquidating distribution and plans Nasdaq delisting, SEC deregistration
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Stratus Properties Inc. is moving forward with its previously approved plan of complete liquidation and dissolution. The Board declared an initial liquidating distribution, in the form of a special cash dividend, of $5.00 per share, payable on July 20, 2026 to stockholders of record as of July 13, 2026.
The Board also unanimously approved voluntarily delisting Stratus’ common stock from Nasdaq and subsequently deregistering it with the SEC to suspend Exchange Act reporting. Stratus expects to file Form 25 on or about July 31, 2026, with delisting effective on or about August 10, 2026, followed by a Form 15 to terminate registration and ongoing reporting.
Positive
- Initial cash return to stockholders: The Board approved an initial liquidating distribution of $5.00 per share, paid as a special cash dividend on July 20, 2026 to stockholders of record on July 13, 2026 as part of the Plan of Liquidation.
Negative
- Loss of listing and SEC reporting: Stratus will voluntarily delist its common stock from Nasdaq, file Form 25 around July 31, 2026, then file Form 15 to deregister and cease filing Forms 10-K, 10-Q and 8-K, reducing liquidity and public disclosure.
- Uncertain future liquidating distributions: The company states it cannot predict the timing or amount of additional distributions, which depend on asset sale proceeds, liabilities, reserves, debt covenants and other contingencies tied to the Plan of Liquidation.
Insights
Stratus starts cash liquidation with $5 payout and plans to go dark.
Stratus Properties Inc. has begun executing its Plan of Liquidation by issuing an initial liquidating distribution of $5.00 per share, framed as a special cash dividend. This is a direct capital return tied to monetizing its real estate portfolio and winding down operations.
Concurrently, the Board approved voluntary delisting from Nasdaq and deregistration with the SEC, with a Form 25 targeted around July 31, 2026 and delisting expected around August 10, 2026. After a subsequent Form 15, periodic SEC reporting will cease, meaning reduced transparency typical of an over-the-counter or non-reporting situation.
The filing highlights numerous uncertainties around the ultimate size and timing of future liquidating distributions, including asset sale proceeds, transaction and liquidation costs, debt covenants, tax matters and required reserves. Future disclosures in company communications may clarify realized proceeds and remaining distributions as the Plan of Liquidation progresses.
8-K Event Classification
3 items: 3.01, 8.01, 9.01
3 items
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Initial liquidating distribution: $5.00 per share
Dividend payment date: July 20, 2026
Dividend record date: July 13, 2026
+5 more
8 metrics
Initial liquidating distribution
$5.00 per share
Special cash dividend under Plan of Liquidation
Dividend payment date
July 20, 2026
Payable date for $5.00 per share liquidating distribution
Dividend record date
July 13, 2026
Record date for stockholders receiving $5.00 per share
Planned Form 25 filing date
On or about July 31, 2026
To remove Nasdaq listing under Section 12(b)
Expected delisting effective date
On or about August 10, 2026
10 days after Form 25 filing
Deregistration effectiveness timing
90 days after Form 15
Estimated timing for common stock deregistration
Dividend/repurchase covenant cap
$1.0 million
Limit on stock repurchases or dividends without Fifth Third Bank consent
Development portfolio size
Approximately 1,500 acres
Commercial and residential projects under development or held for future use
Key Terms
Plan of Liquidation, liquidating distribution, Form 25, Form 15, +2 more
6 terms
Plan of Liquidation financial
"in connection with the Company’s plan of complete liquidation and dissolution (the “Plan of Liquidation”)"
A plan of liquidation is a formal outline describing how a company will wind down operations, sell its assets, pay creditors, and distribute any remaining cash to shareholders. It matters to investors because the plan determines the order and amount of payments—like a checklist for emptying a store and splitting the proceeds—which affects how much, if anything, investors and creditors receive and how quickly they will get paid.
liquidating distribution financial
"declared an initial liquidating distribution, in the form of a special cash dividend, of $5.00 per share"
A liquidating distribution is a payment made to shareholders when a company is winding up or selling off its assets, returning the investors’ share of the cash left after debts are paid. Think of it as splitting the proceeds from selling a house: creditors are paid first, then remaining money is handed back to owners; for investors this signals a company is ending operations and affects how much capital they recover and how it’s taxed.
Form 25 regulatory
"expects to file a Notification of Removal from Listing and/or Registration on Form 25 with the SEC"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 regulatory
"intends to file a Form 15 with the SEC to deregister Stratus’ common stock"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
over-the-counter market financial
"the common stock may be quoted or traded in the over-the-counter market if broker-dealers make a market"
A market where securities are bought and sold directly between dealers and brokers instead of on a centralized stock exchange. Think of it like a neighborhood bazaar compared with a big supermarket: prices and rules can vary, oversight is lighter, and some instruments are harder to trade or riskier. Investors care because OTC listings can offer access to small or specialized investments but often come with higher price volatility, lower liquidity, and greater information risk.
contingency reserve financial
"and the size and duration of any contingency reserve"
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 1, 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with Stratus Properties Inc.’s (Stratus) plan of complete liquidation and dissolution (Plan of Liquidation), previously approved by Stratus’ Board of Directors (Board) and stockholders, on July 1, 2026, the Board unanimously approved the voluntary delisting of Stratus’ common stock, par value $0.01 per share (Common Stock) from The Nasdaq Stock Market (Nasdaq) and the subsequent voluntary deregistration of the Common Stock with the U.S. Securities and Exchange Commission (SEC) in order to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (Exchange Act).
On July 1, 2026, Stratus delivered formal notice to Nasdaq that Stratus intends to voluntarily delist its Common Stock from Nasdaq. Stratus expects to file a Notification of Removal from Listing and/or Registration on Form 25 with the SEC on or about July 31, 2026 to effect the voluntary delisting of the Common Stock under Section 12(b) of the Exchange Act, and that the delisting will be effective on or about August 10, 2026, 10 days after the filing of the Form 25. In connection with the foregoing, Stratus requested that the trading of its Common Stock on Nasdaq be suspended effective before the market opens on August 10, 2026. Stratus has not arranged, and does not currently intend to arrange, for listing of its Common Stock on another national securities exchange or for quotation of its Common Stock in any quotation medium following delisting from Nasdaq, although the Common Stock may be quoted or traded in the over-the-counter market if broker-dealers make a market in the Common Stock.
Following the effectiveness of the delisting, Stratus intends to file a Form 15 with the SEC to deregister Stratus’ Common Stock under Section 12(g) of the Exchange Act and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act. As a result of the filing of the Form 15, Stratus’ obligation to file certain Exchange Act reports with the SEC, including Forms 10-K, 10-Q and 8-K, will cease immediately upon the filing of the Form 15. Other filing requirements will terminate upon the effectiveness of the deregistration. Stratus expects that the deregistration of its Common Stock will become effective 90 days after the filing of the Form 15 with the SEC.
Item 8.01. Other Events.
In connection with Stratus’ Plan of Liquidation, on July 1, 2026, the Board declared an initial liquidating distribution, in the form of a special cash dividend, of $5.00 per share on Stratus’ Common Stock, payable on July 20, 2026 to stockholders of record as of July 13, 2026.
On July 1, 2026, Stratus issued a press release, titled “Stratus Properties Inc. Announces Initial Liquidating Distribution of $5.00 Per Share to Stockholders and Intention to Voluntarily Delist from Nasdaq and Deregister with SEC.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
CAUTIONARY STATEMENT
This report contains forward-looking statements in which Stratus discusses factors it believes may affect its future performance and business strategy. Forward-looking statements are all statements other than statements of historical fact, such as plans, projections or expectations related to the Plan of Liquidation, including the availability, timing and amount of potential future distributions to stockholders, timing of future asset sales, timing of the delisting of Stratus’ Common Stock from Nasdaq, Stratus’ ability to terminate, as well as the timing of the termination of, Stratus’ obligation to file current and periodic reports with the SEC under the Exchange Act, including the suspension of Stratus’ reporting obligations under Section 15(d), the anticipated benefits of the delisting and deregistration and the potential for continued trading of Stratus’ Common Stock in the over-the-counter market or otherwise. The words “anticipate,” “may,” “can,” “plan,” “believe,” “potential,” “estimate,” “expect,” “project,” “target,” “intend,” “likely,” “will,” “should,” “to be” and any similar expressions or statements are intended to identify those assertions as forward-looking statements.
Under Stratus’ Fifth Third Bank debt agreements, Stratus is not permitted to repurchase its Common Stock in excess of $1.0 million or pay dividends on its Common Stock without Fifth Third Bank’s prior
written consent. Any future declaration of dividends, including liquidating distributions, or decision to repurchase Stratus’ Common Stock outside the approved share repurchase program is at the discretion of Stratus’ Board, subject to restrictions under Stratus’ Fifth Third Bank debt agreements, and will depend on Stratus’ financial results, cash requirements, projected compliance with covenants in its debt agreements, outlook and other factors deemed relevant by the Board. Stratus’ future debt agreements, future refinancings of or amendments to existing debt agreements or other future agreements may restrict Stratus’ ability to declare dividends or repurchase shares.
Stratus cautions readers that forward-looking statements are not guarantees of future performance, and its actual results may differ materially from those anticipated, expected, projected or assumed in the forward-looking statements. Important factors that can cause Stratus’ actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to, the risks associated with the Plan of Liquidation, including the availability, timing and amount of the distributions to stockholders in connection with the Plan of Liquidation, including changes in the amount and timing of the total liquidating distributions, including as a result of unexpected levels of transaction costs, delayed or terminated closings, liquidation costs or unpaid or additional liabilities and obligations, the amounts that will need to be set aside by Stratus, the adequacy of such reserves to satisfy Stratus’ obligations, Stratus’ ability to successfully execute the Plan of Liquidation, including the ability to market and sell all or substantially all of Stratus’ assets, the amount of proceeds that might be realized from the sale or other disposition of Stratus’ assets, the ability of the Board to abandon, modify or delay implementation of the Plan of Liquidation, potential adverse effects on Stratus’ stock price from the announcement, suspension or consummation of the Plan of Liquidation, the occurrence of any event, change or other circumstances, including market, regulatory and other factors, that could give rise to the termination of the Plan of Liquidation, Stratus’ ability to file a Form 25 and the timing of such filing, the last trading day of Stratus’ securities on Nasdaq, Stratus’ ability to file a Form 15 and the timing of such filing, the timing of the effectiveness of the Forms 25 and 15, Stratus’ ability to reduce costs and obtain other benefits relating to the delisting and deregistration, Stratus’ ability to implement its business strategy successfully, including its ability to develop, finance, construct and sell or lease properties on terms the Board considers acceptable, increases in operating and construction costs, including real estate taxes, maintenance and insurance costs, and the cost of building materials and labor, inflation and elevated interest rates, the effect of changes in tariffs and trade policies, supply chain constraints, Stratus’ ability to pay or refinance its debt, extend maturity dates of its loans or comply with or obtain waivers of financial and other covenants in debt agreements and to meet other cash obligations, availability of bank credit, defaults by contractors and subcontractors, declines in the market value of Stratus’ assets, market conditions or corporate developments that could preclude, impair or delay any opportunities with respect to plans to sell, recapitalize or refinance properties, a decrease in the demand for real estate in select markets in Texas where Stratus operates, particularly in Austin, changes in economic, market, tax, business and geopolitical conditions, potential U.S. or local economic downturn or recession, Stratus’ ability to obtain various entitlements and permits, changes in laws, regulations or the regulatory environment affecting the development of real estate, and other factors described in more detail under the heading “Risk Factors” in Stratus’ Annual Report on Form 10-K for the year ended December 31, 2025, and other documents Stratus filed from time to time with the U.S. Securities and Exchange Commission.
Investors are cautioned that many of the assumptions upon which Stratus’ forward-looking statements are based are likely to change after the date the forward-looking statements are made. Further, Stratus may make changes to its business plans that could affect its results. Stratus cautions investors that it undertakes no obligation to update any forward-looking statements, which speak only as of the date made, notwithstanding any changes in its assumptions, business plans, actual experience or other changes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Title | ||||
99.1 | Press Release dated July 1, 2026, titled “Stratus Properties Inc. Announces Initial Liquidating Distribution of $5.00 Per Share to Stockholders and Intention to Voluntarily Delist from Nasdaq and Deregister with SEC.” | ||||
| 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: July 1, 2026
| 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 INITIAL LIQUIDATING DISTRIBUTION
OF $5.00 PER SHARE TO STOCKHOLDERS AND INTENTION TO
VOLUNTARILY DELIST FROM NASDAQ AND DEREGISTER WITH SEC
——————————————————————————————————————————
AUSTIN, TX, July 1, 2026 - Stratus Properties Inc. (NASDAQ: STRS) (“Stratus” or the “Company”) today announced that, in connection with the Company’s plan of complete liquidation and dissolution (the “Plan of Liquidation”), its Board of Directors (the “Board”) has declared an initial liquidating distribution, in the form of a special cash dividend, of $5.00 per share on Stratus’ common stock, payable on July 20, 2026 to stockholders of record as of July 13, 2026. The Board also has unanimously approved the voluntary delisting of the Company’s common stock from The Nasdaq Stock Market (“Nasdaq”) and the subsequent voluntary deregistration of its common stock with the U.S. Securities and Exchange Commission (“SEC”) in order to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
William H. Armstrong III, Chairman of the Board and Chief Executive Officer of Stratus, said, “We are pleased to begin returning cash to stockholders through this initial liquidating distribution, following their approval of the Plan of Liquidation.”
Mr. Armstrong continued, “After careful consideration, the Board also determined that the voluntary delisting and deregistration of Stratus’ common stock is in the best interests of Stratus and its stockholders as we continue to implement the Plan of Liquidation. We believe this action is a prudent step that will allow Stratus to reduce public company costs and focus its resources on managing its remaining assets and obligations in a manner designed to preserve value for stockholders and position the Company to make additional distributions when appropriate.”
The initial liquidating distribution is being made in accordance with the Plan of Liquidation, which was previously approved by the Board and Stratus’ stockholders. Stratus expects to make additional liquidating distributions to stockholders in connection with the Plan of Liquidation, subject to, among other factors, the timing and amount of proceeds realized from asset sales, the amount of liabilities and expenses ultimately incurred, tax matters, litigation and other contingencies, and the size and duration of any contingency reserve. Stratus cannot predict the timing or amount of any future liquidating distributions.
Stratus notified Nasdaq today of its intention to voluntarily delist its common stock from Nasdaq. In connection with the contemplated delisting, Stratus intends to file a Form 25 with the SEC on or about July 31, 2026. The delisting from Nasdaq is expected to become effective on or about August 10, 2026, 10 days after the filing of the Form 25. Stratus also requested that trading of its common stock on Nasdaq be suspended before the market opens on August 10, 2026. Stratus has not arranged, and does not currently intend to arrange, for listing of its common stock on another national securities exchange or for quotation of its common stock in any quotation medium following delisting from Nasdaq, although the common stock may be quoted or traded in the over-the-counter market if broker-dealers make a market in the common stock.
Following the effectiveness of the delisting, Stratus intends to file a Form 15 with the SEC to deregister Stratus’ common stock under Section 12(g) of the Exchange Act and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Stratus’ Board considered a number of factors in determining to delist and deregister its common stock, including the costs and expenses associated with being a publicly traded company, the auditing, legal and other costs associated with continuing to make SEC filings, and the burdens placed on Stratus’ management to comply with continued listing and SEC reporting requirements, all in light of Stratus’ planned dissolution and liquidation.
About Stratus
On June 1, 2026, Stratus’ stockholders approved the Plan of Liquidation. Prior to the approval of the Plan of Liquidation, Stratus was engaged primarily in the entitlement, development, management, leasing and sale of multi-family and single-family residential and commercial real estate properties in the Austin, Texas area and other select markets in Texas. In addition to its developed properties, Stratus has a development portfolio that consists of approximately 1,500 acres of commercial and residential projects under development or undeveloped land held for future use. Stratus’ commercial real estate portfolio consists of future retail and mixed-use development projects with no commercial office space. Stratus generates revenues and cash flows from the sale of its developed and undeveloped properties, the lease of its retail, mixed-use and multi-family properties and development and asset management fees received from its properties.
CAUTIONARY STATEMENT
This press release contains forward-looking statements in which Stratus discusses factors it believes may affect its future performance and business strategy. Forward-looking statements are all statements other than statements of historical fact, such as plans, projections or expectations related to the Plan of Liquidation, including the availability, timing and amount of potential future distributions to stockholders, timing of future asset sales, timing of the delisting of Stratus’ common stock from Nasdaq, Stratus’ ability to terminate, as well as the timing of the termination of, Stratus’ obligation to file current and periodic reports with the SEC under the Exchange Act, including the suspension of Stratus’ reporting obligations under Section 15(d), the anticipated benefits of the delisting and deregistration and the potential for continued trading of Stratus’ common stock in the over-the-counter market or otherwise. The words “anticipate,” “may,” “can,” “plan,” “believe,” “potential,” “estimate,” “expect,” “project,” “target,” “intend,” “likely,” “will,” “should,” “to be” and any similar expressions or statements are intended to identify those assertions as forward-looking statements.
Under Stratus’ Fifth Third Bank debt agreements, Stratus is not permitted to repurchase its common stock in excess of $1.0 million or pay dividends on its common stock without Fifth Third Bank’s prior written consent. Any future declaration of dividends, including liquidating distributions, or decision to repurchase Stratus’ common stock outside the approved share repurchase program is at the discretion of Stratus’ Board, subject to restrictions under Stratus’ Fifth Third Bank debt agreements, and will depend on Stratus’ financial results, cash requirements, projected compliance with covenants in its debt agreements, outlook and other factors deemed relevant by the Board. Stratus’ future debt agreements, future refinancings of or amendments to existing debt agreements or other future agreements may restrict Stratus’ ability to declare dividends or repurchase shares.
Stratus cautions readers that forward-looking statements are not guarantees of future performance, and its actual results may differ materially from those anticipated, expected, projected or assumed in the forward-looking statements. Important factors that can cause Stratus’ actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to, the risks associated with the Plan of Liquidation, including the availability, timing and amount of the distributions to stockholders in connection with the Plan of Liquidation, including changes in the amount and timing of the total liquidating distributions, including as a result of unexpected levels of transaction costs, delayed or terminated closings, liquidation costs or unpaid or additional liabilities and obligations, the amounts that will need to be set aside by Stratus, the adequacy of such reserves to satisfy Stratus’ obligations, Stratus’ ability to successfully execute the Plan of Liquidation, including the ability to market and sell all or substantially all of Stratus’ assets, the amount of proceeds that might be realized from the sale or other disposition of Stratus’ assets, the ability of the Board to abandon, modify or delay implementation of the Plan of Liquidation, potential adverse effects on Stratus’ stock price from the announcement, suspension or consummation of the Plan of Liquidation, the occurrence of any event, change or other circumstances, including market, regulatory and other factors, that could give rise to the termination of the Plan of Liquidation, Stratus’ ability to file a Form 25 and the timing of such filing, the last trading day of Stratus’ securities on Nasdaq, Stratus’ ability to file a Form 15 and the timing of such filing, the timing of the effectiveness of the Forms 25 and 15, Stratus’ ability to reduce costs and obtain other benefits relating to the delisting and deregistration, Stratus’ ability to implement its business strategy successfully, including its ability to develop, finance, construct and sell or lease properties on terms the Board considers acceptable, increases in operating and construction costs, including real estate taxes, maintenance and insurance costs, and the cost of building materials and labor, inflation and elevated interest rates, the effect of changes in tariffs and trade policies, supply chain constraints, Stratus’ ability to pay or refinance its debt, extend maturity dates of its loans or comply with or obtain waivers of financial and other covenants in debt agreements and to meet other cash obligations, availability of bank credit, defaults by contractors and subcontractors, declines in the market value of Stratus’ assets, market conditions or corporate developments that could preclude, impair or delay any opportunities with respect to plans to sell, recapitalize or refinance properties, a decrease in the demand for real estate in select markets in Texas where Stratus operates, particularly in Austin, changes in economic, market, tax, business and geopolitical conditions, potential U.S. or local economic
downturn or recession, Stratus’ ability to obtain various entitlements and permits, changes in laws, regulations or the regulatory environment affecting the development of real estate, and other factors described in more detail under the heading “Risk Factors” in Stratus’ Annual Report on Form 10-K for the year ended December 31, 2025, and other documents Stratus filed from time to time with the U.S. Securities and Exchange Commission.
Investors are cautioned that many of the assumptions upon which Stratus’ forward-looking statements are based are likely to change after the date the forward-looking statements are made. Further, Stratus may make changes to its business plans that could affect its results. Stratus cautions investors that it undertakes no obligation to update any forward-looking statements, which speak only as of the date made, notwithstanding any changes in its assumptions, business plans, actual experience or other changes.
----------------------------------------------
A copy of this release is available on Stratus’ website, stratusproperties.com.
FAQ
What did Stratus Properties Inc. (STRS) announce in this 8-K filing?
Stratus announced an initial liquidating distribution of $5.00 per share and plans to voluntarily delist its common stock from Nasdaq and deregister with the SEC as it executes its previously approved Plan of Liquidation and dissolution.
When is Stratus Properties (STRS) expected to be delisted from Nasdaq?
Stratus expects to file Form 25 on or about July 31, 2026, with its Nasdaq delisting anticipated to become effective on or about August 10, 2026, 10 days after the Form 25 filing, subject to the outlined process completing as described.
Will Stratus Properties (STRS) continue filing SEC reports after deregistration?
Following the planned Form 15 filing after delisting, Stratus intends to deregister its common stock under Section 12(g) and suspend reporting under Sections 13 and 15(d), which will end obligations to file Forms 10-K, 10-Q and 8-K once deregistration becomes effective.
Does Stratus Properties (STRS) plan more liquidating distributions beyond the initial $5.00?
Stratus expects to make additional liquidating distributions under the Plan of Liquidation. However, it states it cannot predict the timing or amount, which will depend on asset sale proceeds, liabilities, expenses, tax matters, litigation and required contingency reserves.
Will Stratus Properties (STRS) list on another exchange after leaving Nasdaq?
Stratus states it has not arranged, and does not currently intend to arrange, a listing on another national securities exchange or quotation medium. It notes the common stock may trade over-the-counter if broker-dealers choose to make a market in the shares.