STRATUS PROPERTIES INC 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds . There were no unregistered sales of equity securities and no repurchases of common stock during the three months ended March 31, 2021. 26 Table of Contents Item 6. Exhibits . Incorporated by Reference Exhibit Number Exhibit Title Filed with this Form 10-Q Form File No. Date Filed 2.1 Agreement of Sale and Purchase, dated February 15, 2017, between Stratus Lakeway Center, LLC and FHF I Oaks at Lakeway, LLC. 8-K 001-37716 2/21/2017 3.1 Composite Certificate of Incorporation of Stratus Properties Inc. 8-A/A 001-37716 3/15/2021 3.2 Second Amended and Restated By-Laws of Stratus Properties Inc., as amended effective August 3, 2017. 10-Q 001-37716 8/9/2017 4.1 Investor Rights Agreement by and between Stratus Properties Inc. and Moffett Holdings, LLC dated as of March 15, 2012. 8-K 000-19989 3/20/2012 4.2 Assignment and Assumption Agreement by and among Moffett Holdings, LLC, LCHM Holdings, LLC and Stratus Properties Inc., dated as of March 3, 2014. 13D 005-42652 3/5/2014 4.3 Stockholder Rights Agreement, dated as of September 22, 2020, by and between the Company and Computershare Inc., as rights agent (which includes the Form of Rights Certificate as Exhibit C thereto). 8-A 001-37716 9/22/2020 4.4 Amendment to Stockholder Rights Agreement, dated as of March 12, 2021, by and between Stratus Properties Inc. and Computershare Inc., as Rights Agent. 8-K 001-37716 3/15/2021 10.1 Construction Loan Agreement by and between Lantana Place, L.L.C., as borrower, and Southside Bank, as lender, dated April 28, 2017. 8-K 001-37716 5/3/2017 10.2 Promissory Note by and between Lantana Place, L.L.C, and Southside Bank dated April 28, 2017. 8-K 001-37716 5/3/2017 10.3 First Amendment to Construction Loan Agreement by and between Lantana Place, L.L.C., as borrower, and Southside Bank, as lender, dated December 13, 2017. 10-K 001-37716 3/16/2018 10.4 Loan Modification Agreement by and between Lantana Place, L.L.C., as borrower, and Southside Bank, as lender, effective June 19, 2020. 10-Q 001-37716 6/25/2020 10.5 Second Loan Modification Agreement by and between Lantana Place, L.L.C and Southside Bank, effective as of January 4, 2021. 10-K 001-37716 3/15/2021 10.6 Loan and Security Agreement by and between Santal, L.L.C., as borrower and ACRC Lender LLC, as lender, dated September 30, 2019. 8-K 001-37716 10/4/2019 10.7 Note by and between Santal, L.L.C. and ACRC Lender LLC, dated September 30, 2019. 8-K 001-37716 10/4/2019 10.8 Modification of Loan Agreement, Note, Mortgage and Other Loan Documents by and among Santal, L.L.C., as borrower, Stratus Properties Inc., as guarantor, and ACRE Commercial Mortgage 2017-FL3 Ltd., as lender, dated as of April 1, 2021. 8-K 001-37716 4/6/2021 27 Table of Contents Incorporated by Reference Exhibit Number Exhibit Title Filed with this Form 10-Q Form File No. Date Filed 31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). X 31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). X 32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350. X 32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350. X 101.INS XBRL Instance Document - the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X 101.SCH Inline XBRL Taxonomy Extension Schema. X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase. X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase. X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase. X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase. X 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). X 28 Table of Contents 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 thereunto 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) Date: May 17, 2021 S-1