Stratus Properties (STRS) CEO granted RSUs for project interest and 2025 bonus

Rhea-AI Filing Summary

ARMSTRONG WILLIAM H III reported acquisition or exercise transactions in this Form 4 filing.

Stratus Properties Inc. reported that Chair, President and CEO William H. Armstrong III received stock-based awards of Common Stock on February 19, 2026. He was granted 16,588 stock-settled restricted stock units (RSUs) as profit participation in a development project and 15,638 RSUs as partial payment of his 2025 annual bonus, both at no cash cost to him.

The profit-participation RSUs vest in three equal installments on February 19, 2027 and the next two anniversaries, subject to service conditions. The bonus RSUs vest in one installment on February 19, 2027, also subject to service. Following these awards, he directly beneficially owns 684,856 Common Stock shares, which include 40,191 RSUs, and he also holds 3,250 shares indirectly through an IRA.

Insights

Executive compensation analyst

CEO receives time-vested RSU awards, adding to equity-based pay.

The filing shows Stratus Properties CEO William H. Armstrong III was granted RSUs tied to both a development project and his 2025 annual bonus. These are non-cash equity awards, increasing his alignment with shareholder value through stock-settled incentives.

The project-related RSUs vest over three years from February 19, 2027, while the bonus-related RSUs cliff-vest after one year on that date, both contingent on continued service. Future company filings will clarify how these awards interact with overall executive pay mix, dilution, and any performance outcomes from the referenced development project.

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)
02/19/2026

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	02/19/2026		A(1)		16,588	A	$0	669,218	D
Common Stock	02/19/2026		A(2)		15,638	A	$0	684,856(3)	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. Represents the grant of stock-settled Common Stock Restricted Stock Units ("RSUs") in payment of participation interests in a development project pursuant to the terms of the Issuer's Profit Participation Incentive Plan. The grant was approved by the Issuer's Compensation Committee on February 19, 2026. The RSUs vest in three equal installments on February 19, 2027 and on each of the next two anniversaries thereof, provided that the recipient satisfies the applicable service conditions.

2. Represents a grant of RSUs in partial payment of the Reporting Person's 2025 annual bonus under the Issuer's Executive Annual Incentive Plan. The RSUs will vest in one installment on February 19, 2027, the first anniversary of the date of grant, provided the recipient satisfies the applicable service conditions.

3. Amount beneficially owned following the reported transaction includes 40,191 RSUs.

Remarks:

	Kelly C. Simoneaux, on behalf of William H. Armstrong III pursuant to a power of attorney	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did STRS CEO William H. Armstrong III receive in this Form 4 filing?

William H. Armstrong III received two grants of stock-settled RSUs. One grant covers 16,588 RSUs for profit participation in a development project, and another 15,638 RSUs represent part of his 2025 annual bonus, both awarded at no cash cost to him.

How do the new RSU grants for STRS CEO vest over time?

The development project RSUs vest in three equal installments starting February 19, 2027 and on the next two anniversaries. The bonus-related RSUs vest in a single installment on February 19, 2027, with all vesting subject to the CEO satisfying required service conditions.

How many Stratus Properties (STRS) shares does the CEO own after these grants?

After these transactions, the CEO beneficially owns 684,856 shares of Common Stock directly, including 40,191 RSUs. He also holds an additional 3,250 shares indirectly through an IRA account, as disclosed in the Form 4 ownership table and related footnotes.

Were the STRS RSU awards to the CEO approved by a board committee?

Yes. The grant of 16,588 stock-settled RSUs tied to a development project was approved by the Stratus Properties Compensation Committee on February 19, 2026, according to the Form 4 footnotes describing the terms of the Profit Participation Incentive Plan award.

Are the new STRS RSU grants to the CEO performance-based or service-based?

The filing states the RSUs vest only if the recipient satisfies applicable service conditions, indicating service-based vesting. One award is linked to a development project profit participation plan, while the second represents partial payment of the CEO’s 2025 annual bonus in RSUs.

Did the STRS CEO pay cash for the RSUs reported in this Form 4?

No cash payment was reported for these RSU grants. The transactions show a price per share of 0.0000, reflecting equity awards rather than open-market purchases, tied to a profit participation plan and the CEO’s 2025 annual incentive bonus.