Stratus Properties (NASDAQ: STRS) sets liquidation plan, $29.73–$37.69 payout
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Stratus Properties Inc. announced that its Board has unanimously approved a plan of complete liquidation and dissolution, subject to stockholder approval. The company plans an orderly sale of all or substantially all assets and to distribute net proceeds to stockholders after satisfying liabilities.
Based on current estimates, Stratus projects total liquidating distributions of $29.73 to $37.69 per share, paid in a series of distributions determined by the Board. The company may later delist its common stock from NASDAQ to reduce expenses. The Board cites a multi‑year strategic review and concludes liquidation is the alternative most likely to maximize stockholder value, referencing a 20‑year record of profitable asset sales totaling about $1.30 billion in gross sale price and $507.13 million in pre‑tax gains.
Positive
- None.
Negative
- Full liquidation and dissolution will end Stratus’ ongoing operating business, shifting stockholders to a finite, wind-down structure dependent on asset-sale execution and reserve adequacy.
- Liquidating distribution range is uncertain, with actual payouts sensitive to sale prices, transaction and liquidation costs, taxes, contingent liabilities and required reserves.
- Potential NASDAQ delisting tied to the plan, or any discretionary or forced delisting, could reduce trading liquidity and alter how remaining shares are held during the liquidation process.
Insights
Stratus is moving to liquidate, with sizable but uncertain per-share payouts.
Stratus Properties plans to dissolve and sell essentially all assets, then return net cash to stockholders. Management currently estimates aggregate liquidating distributions of $29.73 to $37.69 per share, contingent on sale proceeds, liabilities, taxes and reserves.
This represents a fundamental change in the company’s profile from ongoing real estate operator to a liquidation vehicle. Execution depends on closing pending and future asset sales, managing transaction and liquidation costs, and obtaining required lender and third‑party consents, as well as stockholder approval of the plan.
The company also signals potential voluntary delisting from NASDAQ, which would reduce expenses but could affect liquidity. Investors will need the forthcoming Proxy Statement to understand detailed mechanics, tax treatment and the Board’s assumptions behind the distribution range and timing of the wind‑down.
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, 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 8.01. Other Events.
On March 24, 2026, Stratus Properties Inc. (Stratus) issued a press release announcing that Stratus’ Board of Directors (Board) has unanimously approved a plan of complete liquidation and dissolution (Plan) following conclusion of the strategic review announced on March 11, 2026. The Plan provides that Stratus will be dissolved and will conduct an orderly sale of all or substantially all of its assets and distribute the net proceeds to Stratus’ stockholders, subject to payment of or reasonable provision for Stratus’ liabilities and obligations. The Plan is subject to stockholder approval, and Stratus anticipates that the Plan will be submitted for stockholder approval at a future meeting of stockholders. Additional information regarding the Plan will be made available in a proxy statement (Proxy Statement) to be filed with the U.S. Securities and Exchange Commission (SEC).
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication relates to Stratus and the Board’s Plan, and may be deemed to be solicitation material. In connection with the Plan, Stratus intends to file a Proxy Statement with the SEC. The Proxy Statement will be sent to all stockholders of Stratus. Stratus will also file other documents regarding the Plan with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF STRATUS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ALL OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PLAN AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and stockholders of Stratus may obtain copies of the Proxy Statement and other documents that are filed or will be filed by Stratus with the SEC, free of charge, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Stratus with the SEC will also be available, free of charge, on Stratus’ website at www.stratusproperties.com or by writing to Stratus Properties Inc. at 212 Lavaca Street, Suite 300, Austin, TX 78701. Stratus includes website addresses in this report for reference only. The information contained or referenced on Stratus’ website and other websites mentioned in this report are not a part of this report and are not deemed incorporated by reference into this report or any other public filing made with the SEC.
PARTICIPANTS IN THE SOLICITATION
Stratus, certain of its directors, executive officers and other employees and persons may be deemed to be participants in the solicitation of proxies from Stratus’ stockholders in connection with the Plan and related matters. Information about Stratus’ directors and executive officers and their ownership of Stratus’ common stock is set forth in Stratus’ Definitive Proxy Statement on Schedule 14A Schedule 14A filed with the SEC on April 8, 2025, under the heading “Stock Ownership of Directors, Director Nominees and Executive Officers.” To the extent that holdings of Stratus’ securities have changed since the amounts reported in such proxy statement, the changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information about the persons who may be considered to be participants in the solicitation of Stratus’ stockholders in connection with the Plan, and any interest they have in the Plan and related matters, may be obtained by reading the Proxy Statement when it becomes available. You may obtain free copies of these documents using the sources indicated above.
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, including the availability, timing and amount of potential future distributions to stockholders, the timing of asset sales and whether and when the sales of Jones Crossing, New Caney and Amarra Villas will be completed, and Stratus’ estimated pre-tax proceeds from the sales of Jones Crossing, New Caney and Amarra Villas. 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.
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, including the availability, timing and amount of the distributions to stockholders in connection with the Plan, 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, risks associated with third-party contracts containing consent and/or other provisions that may be triggered by the Plan, Stratus’ ability to favorably resolve potential tax claims, any litigation matters, including any litigation relating to the Plan and related matters, and other unresolved contingent liabilities, Stratus’ ability to execute the Plan, including the sale of 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 application of, and any changes in, applicable tax laws, regulations, administrative practices, principles and interpretations, the incurrence of expenses and the diversion of management’s time in connection with the Plan, Stratus’ ability to retain and hire key personnel, consultants and other resources and maintain relationships with partners, suppliers, employees, stockholders and others as it carries out the Plan and on Stratus’ operating results and business generally, the possibility of converting to a liquidating trust or other liquidating entity, the possibility that Stratus’ stockholders will not approve the Plan, the ability of the Board to abandon, modify or delay implementation of the Plan, even after stockholder approval, potential adverse effects on Stratus’ stock price from the announcement, suspension or consummation of the Plan, 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, whether Stratus and the purchasers will satisfy their respective obligations and conditions to closing under the agreements or offers, as applicable, for Jones Crossing, New Caney and Amarra Villas in the anticipated timeframe or at all, Stratus’ ability to implement its business strategy successfully, including its ability to develop, 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, 2024 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, each filed with the SEC, and other documents Stratus filed from time to time with the SEC.
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 March 24, 2026, titled “Stratus Properties Inc. Board of Directors Unanimously Approves Plan to Dissolve and Sell All Assets, Estimating Total Stockholder Distributions of $29.73 to $37.69 per Share.” | ||||
| 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: March 24, 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. BOARD OF DIRECTORS UNANIMOUSLY APPROVES PLAN TO DISSOLVE AND SELL ALL ASSETS, ESTIMATING TOTAL STOCKHOLDER DISTRIBUTIONS OF $29.73 TO $37.69 PER SHARE
Stratus to seek stockholder approval of complete plan of liquidation and dissolution
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AUSTIN, TX, March 24, 2026 – Stratus Properties Inc. (NASDAQ: STRS) (“Stratus” or the “Company”) today announced that its Board of Directors (the “Board”) has unanimously approved a plan of complete liquidation and dissolution (the “Plan”) following conclusion of the strategic review announced on March 11, 2026. The Plan provides that the Company will be dissolved and will conduct an orderly sale of all or substantially all of the Company’s assets and distribute the net proceeds to the Company’s stockholders, subject to payment of or reasonable provision for the Company’s liabilities and obligations. The Plan is subject to stockholder approval, and the Company anticipates that the Plan will be submitted for stockholder approval at a future meeting of stockholders. Additional information regarding the Plan will be made available in a proxy statement (the “Proxy Statement”) to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
Estimated Liquidating Distributions
Under the terms of the Plan, proceeds from asset sales will be distributed by the Company to stockholders in a series of distributions, in such amounts and at such times as determined by the Board in its discretion. The Board intends to make an initial distribution as soon as practicable after the effectiveness of the filing of the Certificate of Dissolution. If the Company implements the Plan, the Company expects to reduce general and administrative expenses accordingly. The timing and amount of any liquidating distributions are subject to a number of assumptions and will depend on many factors, including the timing and amount of proceeds realized from asset sales, the amount of liabilities and expenses ultimately incurred, tax matters and other contingencies, and the size and duration of any contingency reserve.
Stratus estimates that aggregate net proceeds from the asset sales could result in total distributions to stockholders of $29.73 to $37.69 per share. The Plan offers potential U.S. federal income tax benefits to Stratus stockholders.
William H. Armstrong III, Chairman of the Board and Chief Executive Officer of Stratus, said, “I am pleased that the Board, in coordination with our external advisors, has reached a decision that positions us to deliver the greatest value for stockholders and more certainty than the alternatives we considered through this rigorous process. Our liquidation and dissolution strategy assumes that the Company’s significant cash position, which will be augmented as assets are sold, will be distributed to stockholders in a tax-efficient manner, and as soon as prudent. Fully stabilized assets are expected to be sold in the near term, and our remaining high-quality, longer-duration development opportunities are expected to be methodically sold as soon as important value-enhancing entitlement and related milestones are achieved. Additionally, our plan includes significant reduction in overhead costs during the liquidation process.”
Mr. Armstrong continued, “We believe the Plan is the most effective path to maximize the value of the Company’s portfolio and return capital to stockholders in a tax-efficient manner. The Plan provides stockholders an opportunity to vote on the path forward, and I’m pleased that we have already received positive feedback from stockholders since the Plan was announced.”
Mr. Armstrong concluded, “We have a history of selling assets at the right time, in the right market conditions, and at prices in excess of our published NAV. While our dedicated and expert team has deftly navigated a challenging market cycle, we believe now is the right time to move forward with the sale of all our remaining assets.”
In reaching its decision, the Board reviewed and considered potential strategic alternatives for the Company, including continuing the Company’s current business strategy as well as seeking to dispose of all of the Company’s assets through a merger or sale of the Company. The Board also considered the challenges and costs associated with continuing as a public company. The Board concluded that the liquidation and dissolution of the Company is the strategic alternative that is most likely to result in the greatest value for stockholders.
The Plan includes conditions that provide flexibility designed to protect stockholders’ interests should the Board determine that pursuing the Plan is no longer in the best interests of the Company and its stockholders.
The Board expects to obtain required lender consents for the Plan under its loan agreements as well as consent from relevant third parties and partnerships, as necessary.
NASDAQ Listing
In connection with the Plan, the Company currently expects that, at a future date as the Board determines and subject to applicable NASDAQ rules, it may voluntarily delist its common stock from NASDAQ in order to reduce the Company’s operating expenses and maximize the estimated liquidating distributions. Although the Company currently expects that its common stock will remain listed on NASDAQ until the Board makes such determination to voluntarily delist, NASDAQ may commence delisting proceedings against the Company at any time if the Company does not meet the continued listing standards of NASDAQ or if NASDAQ exercises its discretionary authority to delist the Company’s common stock following stockholder approval of the Plan.
20-Year Record of Profitable Asset Sales
Stratus has a long history of successful property sales via a competitive process:
| Development Project | Date of Sale | Gross Sale Price | Pre-Tax Gain | Profitability (%) 1 | ||||||||||
| RETAIL | ||||||||||||||
Jones Crossing 2 | Est. 2026 | $46,500,000 | $23,700,000 | 51 | % | |||||||||
| Kingwood Place (Retail and 10-acre multi-family site) | 2022 - 2026 | $66,299,000 | $25,285,000 | 38 | % | |||||||||
| Lantana Place | Nov 2025 | $57,500,000 | $26,900,000 | 47 | % | |||||||||
| West Killeen Market | 2020 - 2025 | $15,745,000 | $5,175,000 | 33 | % | |||||||||
| Magnolia Place | 2022 - 2024 | $30,037,000 | $11,923,000 | 40 | % | |||||||||
| Barton Creek Village (Retail and 4-acre tract) | Nov 2017 / Feb 2019 | $10,800,000 | $4,800,000 | 44 | % | |||||||||
| Circle C Retail Pad Site (Ground lease) | Jan 2019 | $3,200,000 | $2,000,000 | 63 | % | |||||||||
| The Oaks at Lakeway | Feb 2017 | $114,000,000 | $39,700,000 | 35 | % | |||||||||
| 5700 Slaughter | Jul 2015 | $12,500,000 | $7,100,000 | 57 | % | |||||||||
| Parkside Village | Jul 2015 | $32,500,000 | $13,600,000 | 42 | % | |||||||||
| Escarpment Village Shopping Center | Oct 2007 | $46,500,000 | $16,100,000 | 35 | % | |||||||||
| Retail Subtotal | $435,581,000 | $176,283,000 | 40 | % | ||||||||||
| LUXURY MULTIFAMILY | ||||||||||||||
| The Santal Multifamily | Dec 2021 | $152,000,000 | $83,000,000 | 55 | % | |||||||||
| The Saint Mary Multifamily | Jan 2021 | $60,000,000 | $22,900,000 | 38 | % | |||||||||
| Luxury Multifamily Subtotal | $212,000,000 | $105,900,000 | 50 | % | ||||||||||
| LAND DEVELOPMENT | ||||||||||||||
New Caney 3 | Est. 2026 | $12,689,156 | $1,300,000 | 10 | % | |||||||||
Holden Hills 4 | Jan 2023 / Jun 2025 | $82,800,000 | $36,750,000 | 44 | % | |||||||||
| Crestview Station – Residential Land | 2012 - 2014 | $17,500,000 | $3,700,000 | 21 | % | |||||||||
| Lantana Commercial | Apr 2006 / Aug 2012 | $37,000,000 | $19,900,000 | 54 | % | |||||||||
| Land Development Subtotal | $149,989,156 | $61,650,000 | 41 | % | ||||||||||
| ENTERTAINMENT / HOSPITALITY | ||||||||||||||
Block 21 – W Austin / ACL Live 5 | 2011 - 2022 | $449,768,000 | $148,398,000 | 33 | % | |||||||||
| Entertainment / Hospitality Subtotal | $449,768,000 | $148,398,000 | 33 | % | ||||||||||
| OFFICE | ||||||||||||||
| Lantana Office – 7000 West & 7500 Rialto | Mar 2006 / Feb 2012 | $49,300,000 | $14,900,000 | 30 | % | |||||||||
| Office Subtotal | $49,300,000 | $14,900,000 | 30 | % | ||||||||||
| GRAND TOTAL | $1,296,638,156 | $507,131,000 | 39 | % | ||||||||||
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1.Calculated as pre-tax gain divided by gross sale price.
2.Stratus has received an offer of $46.5 million for Jones Crossing, which is subject to, among other things, execution of an agreement. The offer includes a 45-day contract period. If a contract is executed and a sale closes, the estimated pre-tax gain would be approximately $23.7 million. Figures shown are subject to change.
3.New Caney is under contract to sell for approximately $12.7 million, subject to closing conditions. Pending the sale close, the estimated pre-tax gain would be approximately $1.3 million. Figures shown are subject to change.
4.Under accounting principles generally accepted in the U.S., the transactions did not generate earnings at the time of partnership formation, although the transactions did result in taxable income. The pre-tax gain amounts for these properties represent the difference between land value contributed to the partnerships and the land basis at the time of partnership formation attributable to the 50% third-party interest in each joint venture partnership, Holden Hills, L.P. and Holden Hills Phase 2, L.P.
5.The Block 21 development encompassed The W Hotel & Residences (251-key hotel and 159 condominiums), two entertainment venues totaling 3,100 seats, 18 thousand square feet of retail space, and 38 thousand square feet of office space.
Current Properties
Stratus’ current properties available for sale, contract pending or under contract include:
Barton Creek: Amarra Commercial 1J
Barton Creek: Amarra Multi-Family 6H
Amarra Lots (Barton Creek) Lot 33J
Amarra Villas Units 13 and 20 (Unit 13 under contract*)
The Annie B
Barton Creek Blvd. / SW Pkwy Residential (Travis Cook)
Barton Creek Blvd./ Bee Cave Road Entry Corner
Barton Creek Fazio Canyons 18th Green Lot
Circle C Tract 102
Circle C Tract 110
Jones Crossing HEB (College Station) (Contract pending*)
Holden Hills Phase 1
Holden Hills Phase 2
Lantana GO7 (Tract 34)
The Saint Julia (Lantana Multi-Family)
Magnolia Place (Houston) Multifamily Land
New Caney (Under contract*)
North Lamar
Oaks at Lakeway Multi-family Land
The Saint George
The Saint June
__________________
*Subject to entry into purchase agreements and satisfaction or waiver of a number of closing conditions, including due diligence and inspection periods, as applicable.
Advisors
Eastdil Secured is serving as Stratus’ financial advisor in conjunction with this process. Jones Walker LLP, Sidley Austin LLP and Morris, Nichols, Arsht & Tunnell LLP are serving as Stratus’ legal advisors.
About Stratus
Stratus Properties Inc. is 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 stabilized retail properties or 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.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication relates to Stratus and the Board’s Plan, and may be deemed to be solicitation material. In connection with the Plan, Stratus intends to file a Proxy Statement with the SEC. The Proxy Statement will be sent to all stockholders of Stratus. Stratus will also file other documents regarding the Plan with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF STRATUS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ALL OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PLAN AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and stockholders of Stratus may obtain copies of the Proxy Statement and other documents that are filed or will be filed by Stratus with the SEC, free of charge, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Stratus with the SEC will also be available, free of charge, on Stratus’ website at www.stratusproperties.com or by writing to Stratus Properties Inc. at 212 Lavaca Street, Suite 300, Austin, TX 78701. Stratus includes website addresses in this press release for reference only. The information contained or referenced on Stratus’ website and other websites mentioned in this press release are not a part of this press release and are not deemed incorporated by reference into this press release or any other public filing made with the SEC.
CONTACTS
Media and Investor Contact:
William H. Armstrong III
(512) 478-5788
Proxy Solicitor:
Innisfree M&A Incorporated
Stockholders may call toll-free: (888) 750-5830
Banks and Brokers may call collect: (212) 750-5833
PARTICIPANTS IN THE SOLICITATION
Stratus, certain of its directors, executive officers and other employees and persons may be deemed to be participants in the solicitation of proxies from Stratus’ stockholders in connection with the Plan and related matters. Information about Stratus’ directors and executive officers and their ownership of Stratus’
common stock is set forth in Stratus’ Definitive Proxy Statement on Schedule 14A Schedule 14A filed with the SEC on April 8, 2025, under the heading “Stock Ownership of Directors, Director Nominees and Executive Officers.” To the extent that holdings of Stratus’ securities have changed since the amounts reported in such proxy statement, the changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information about the persons who may be considered to be participants in the solicitation of Stratus’ stockholders in connection with the Plan, and any interest they have in the Plan and related matters, may be obtained by reading the Proxy Statement when it becomes available. You may obtain free copies of these documents using the sources indicated above.
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, including the availability, timing and amount of potential future distributions to stockholders, the timing of asset sales and whether and when the sales of Jones Crossing, New Caney and Amarra Villas will be completed, and Stratus’ estimated pre-tax proceeds from the sales of Jones Crossing, New Caney and Amarra Villas. 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.
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, including the availability, timing and amount of the distributions to stockholders in connection with the Plan, 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, risks associated with third-party contracts containing consent and/or other provisions that may be triggered by the Plan, Stratus’ ability to favorably resolve potential tax claims, any litigation matters, including any litigation relating to the Plan and related matters, and other unresolved contingent liabilities, Stratus’ ability to execute the Plan, including the sale of 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 application of, and any changes in, applicable tax laws, regulations, administrative practices, principles and interpretations, the incurrence of expenses and the diversion of management’s time in connection with the Plan, Stratus’ ability to retain and hire key personnel, consultants and other resources and maintain relationships with partners, suppliers, employees, stockholders and others as it carries out the Plan and on Stratus’ operating results and business generally, the possibility of converting to a liquidating trust or other liquidating entity, the possibility that Stratus’ stockholders will not approve the Plan, the ability of the Board to abandon, modify or delay implementation of the Plan, even after stockholder approval, potential adverse effects on Stratus’ stock price from the announcement, suspension or consummation of the Plan, 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, whether Stratus and the purchasers will satisfy their respective obligations and conditions to closing under the agreements or offers, as applicable, for Jones Crossing, New Caney and Amarra Villas in the anticipated timeframe or at all, Stratus’ ability to implement its business strategy successfully, including its ability to develop, 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, 2024 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, each filed with the SEC, and other documents Stratus filed from time to time with the SEC.
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.
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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 Properties’ Board unanimously approved a plan of complete liquidation and dissolution. The company intends to sell all or substantially all assets and distribute net proceeds to stockholders after paying liabilities, subject to stockholder approval at a future meeting detailed in a forthcoming proxy statement.
How much does Stratus Properties (STRS) estimate in total liquidating distributions per share?
Stratus currently estimates total liquidating distributions of $29.73 to $37.69 per share. This range depends on realized asset sale proceeds, liabilities, transaction and liquidation costs, tax matters, contingencies, and the size and duration of any reserves established during the wind‑down process.
Is the Stratus Properties liquidation plan already approved by stockholders?
No. The plan of complete liquidation and dissolution has been approved only by the Board. It remains subject to stockholder approval, which Stratus plans to seek at a future stockholder meeting, with detailed terms and risks to be described in a proxy statement filed with the SEC.
How will Stratus Properties (STRS) return cash to stockholders under the plan?
If implemented, Stratus will sell assets and make a series of liquidating distributions to stockholders. The Board will decide the timing and size of each distribution, starting with an initial payment as soon as practicable after the Certificate of Dissolution becomes effective, subject to reserves and obligations.
Could Stratus Properties (STRS) delist its shares from NASDAQ as part of the liquidation?
The company states it currently expects that, at a future date, it may voluntarily delist its common stock from NASDAQ to reduce operating expenses and support liquidating distributions. NASDAQ could also initiate delisting if continued listing standards are not met or after stockholder approval of the plan.
What track record does Stratus highlight to support its liquidation strategy?
Stratus cites a 20‑year record of profitable asset sales across retail, multifamily, land development, entertainment and office projects. The table provided shows a grand total of about $1,296,638,156 in gross sale price and $507,131,000 in pre‑tax gains, implying a 39% profitability measure.
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Stratus Prop
NASDAQ:STRS
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Mar 11, 2026
[8-K] STRATUS PROPERTIES INC Reports Material Event
STRS Stock Data
232.33M
6.46M
Real Estate - Diversified
Land Subdividers & Developers (no Cemeteries)
United States
AUSTIN