Form 4: ARMSTRONG WILLIAM H reports disposition transactions in STRS

Rhea-AI Filing Summary

ARMSTRONG WILLIAM H III reported disposition transactions in a Form 4 filing for STRS. The filing lists transactions totaling 5,691 shares at a weighted average price of $29.62 per share. Following the reported transactions, holdings were 652,630 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ARMSTRONG WILLIAM H III

(Last) (First) (Middle)

212 LAVACA STREET

SUITE 300

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STRATUS PROPERTIES INC [ STRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair of Board, President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		F(1)		4,360	D	$29.69	653,961	D
Common Stock	02/15/2026		F(1)		1,331	D	$29.4	652,630(2)	D
Common Stock								3,250	I	IRA for Self

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld to cover the taxes due upon the vesting of Common Stock Restricted Stock Units ("RSUs").

2. Amount beneficially owned following the reported transaction includes 7,965 RSUs.

Remarks:

	Kelly C. Simoneaux, on behalf of William H. Armstrong III pursuant to a power of attorney	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did STRS CEO William H. Armstrong III report?

William H. Armstrong III reported share dispositions used to cover tax obligations on vested restricted stock units, not open-market sales. Shares were withheld by the company to pay taxes due when his common stock RSUs vested.

How many STRS shares were withheld for taxes in this Form 4 filing?

A total of 5,691 Stratus Properties shares were withheld for taxes. This included 4,360 shares on February 13, 2026 and 1,331 shares on February 15, 2026, in connection with the vesting of common stock restricted stock units.

At what prices were STRS shares withheld to cover Armstrong’s tax liability?

Shares were withheld at prices near thirty dollars per share. On February 13, 2026, 4,360 shares were withheld at $29.69 per share, and on February 15, 2026, 1,331 shares were withheld at $29.40 per share.

How many STRS shares does Armstrong own after these tax-withholding transactions?

After the reported transactions, Armstrong beneficially owns 652,630 Stratus Properties shares directly, including 7,965 restricted stock units, and an additional 3,250 shares indirectly through an IRA account established for himself.

Were Armstrong’s STRS share dispositions open-market sales?

No, the dispositions were not open-market sales. The filing states the code F, indicating shares were withheld to pay taxes upon RSU vesting, meaning the company retained shares instead of him selling them in the market.

What indirect STRS ownership does Armstrong report in this filing?

Armstrong reports indirect ownership of Stratus Properties stock through an IRA. The filing shows 3,250 common shares held indirectly, labeled as “IRA for Self,” separate from his larger directly held share position.