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Stratus Properties Inc. filings document the company’s Texas real estate development, leasing and asset-sale activity. Its regulatory disclosures include material-event reports for completed property dispositions, loan agreements and amendments, operating results, pro forma financial information and capital-structure matters.
Stratus filings also cover governance and shareholder voting matters, risk-factor disclosures and financing arrangements involving its operating subsidiaries and development projects. Reported items include secured revolving credit arrangements, project-level construction loans and disclosures tied to properties such as Kingwood Place, Lantana Place – Retail and The Saint June.
Stratus Properties Inc. is seeking shareholder approval to dissolve and liquidate the company under a board-approved Plan of Liquidation, with estimated liquidating distributions of approximately $29.73 to $37.69 per share (estimated as of December 31, 2025, adjusted through March 21, 2026). The Board unanimously recommends the Plan and explains the process: sell properties, pay debts and distribute net proceeds, file a certificate of dissolution under Delaware law, and operate in a limited winding-up period thereafter.
The proxy discloses key implementation mechanics: an expected change to the liquidation basis of accounting, possible voluntary delisting from NASDAQ, potential deregistration under the Exchange Act, and Board authority to amend or abandon the Plan as permitted by Delaware law. The disclosure also identifies a fully-diluted common share count of 8,179,774 used in the distribution calculation and directs readers to annexes containing the full Plan and the Eastdil Secured fairness opinion.
Stratus Properties Inc. is shifting from a growth-focused Texas real estate developer to a potential orderly wind-down. The board approved, subject to stockholder approval, a plan of complete liquidation and dissolution, with an estimated liquidating distribution range of $29.73 to $37.69 per share.
Recent years featured major asset monetizations, including sales of Lantana Place – Retail for $57.5 million, West Killeen Market for $13.3 million, Magnolia Place components, and Kingwood Place for $60.8 million, as well as joint ventures at Holden Hills Phases 1 and 2 that generated substantial cash distributions. As of December 31, 2025, Stratus reported $74.3 million in cash and cash equivalents and a development portfolio of roughly 1,500 acres in Austin and other Texas markets.
Leasing operations, led by Jones Crossing retail and The Saint June and The Saint George multi-family projects, generated 65% of 2025 revenue as property sales slowed. The company highlights uncertainty around Texas ETJ law challenges, MUD reimbursement timing, financing conditions and asset-sale pricing, all of which could materially affect liquidation outcomes and timing if the plan proceeds.
Stratus Properties Inc ownership disclosure: The Vanguard Group filed an amendment stating it beneficially owns 0 shares of Stratus Properties Inc common stock, representing 0% of the class. The filing explains an internal realignment effective January 12, 2026, under SEC Release No. 34-39538 that led certain Vanguard subsidiaries to report ownership separately.
Stratus Properties Inc. reported stronger 2025 results and outlined a major strategic shift toward liquidation. Net income attributable to common stockholders rose to $12.0 million, or $1.47 per diluted share, up from $2.0 million, or $0.24, in 2024. Revenue declined to $29.9 million from $54.2 million, but gains on property sales lifted operating income to $10.8 million versus a loss in 2024, and EBITDA increased to $16.6 million from $4.1 million.
The Board unanimously approved a plan of complete liquidation and dissolution, subject to stockholder approval, with an estimated liquidating distribution range of $29.73 to $37.69 per share. At December 31, 2025, Stratus held $74.3 million of cash and cash equivalents, $143.0 million of consolidated debt and no borrowings on its revolving credit facility, with $17.1 million of availability. After-tax Net Asset Value was $310.7 million, or $38.51 per share235,421 shares for $5.2 million at an average price of $22.14, leaving $19.8 million authorized for additional buybacks.
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.
Stratus Properties Inc. director and CEO William H. Armstrong III reported a small tax-related share disposition. On the vesting of Common Stock restricted stock units, 984 shares of Common Stock were withheld at a price of $32.34 per share to cover taxes, rather than sold in the open market.
After this withholding, Armstrong beneficially owns 683,872 shares directly, which include 37,691 restricted stock units, and 3,250 shares indirectly through an IRA for his benefit. The filing reflects routine equity compensation and tax settlement activity, not a discretionary share sale.
STRATUS PROPERTIES INC Senior VP & CFO Erin D. Pickens reported a routine tax-related share disposition. On the reported date, 183 shares of Common Stock at $32.34 per share were withheld to cover taxes due upon the vesting of Restricted Stock Units.
After this tax-withholding transaction, Pickens beneficially owns 73,623 shares of Common Stock, which includes 11,647 RSUs. This was not an open-market sale but an automatic share withholding to satisfy tax obligations tied to equity compensation.
Stratus Properties Inc. announced that its Board has concluded a strategic alternatives review and unanimously determined that pursuing a plan of liquidation and dissolution is in the company’s and stockholders’ best interests. The proposed plan would sell all or substantially all assets and distribute net proceeds to stockholders before the company is dissolved.
The plan remains subject to approval by the Board and stockholders and will require lender and third-party consents. Stratus and its advisors will prepare and file a proxy statement with detailed terms for a stockholder meeting to vote on the plan. Management highlights recent property sales at premium values and a strong cash position as reasons this is an opportune time to realize portfolio value, which includes approximately 1,500 acres of commercial and residential projects in Texas.
PICKENS ERIN D reported acquisition or exercise transactions in this Form 4 filing.
Stratus Properties Inc. Senior VP & CFO Erin D. Pickens reported receiving two stock-based awards tied to the company’s common stock. One grant covers 3,318 stock‑settled restricted stock units (RSUs) under the Profit Participation Incentive Plan, vesting in three equal annual installments starting on February 19, 2027, subject to service conditions.
A second grant covers 6,963 RSUs as partial payment of the executive’s 2025 annual bonus under the Executive Annual Incentive Plan, vesting in a single installment on February 19, 2027, also subject to service conditions. Following these grants, Pickens beneficially owns common stock that includes 12,397 RSUs.
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.