STRATUS PROPERTIES INC 10-Q

Item 5. Other Information . As previously reported, on March 9, 2022, C. Donald Whitmire, Jr., Stratus’ principal accounting officer, informed Stratus of his intention to retire effective June 30, 2022. On May 12, 2022, Stratus’ Board appointed Erin D. Pickens as Stratus’ principal accounting officer, effective upon Mr. Whitmire’s retirement on June 30, 2022. Ms. Pickens will continue to serve as Stratus’ Senior Vice President and Chief Financial Officer. Ms. Pickens’ employment information and compensatory arrangements are incorporated herein by reference as set forth in Stratus’ 2021 Form 10-K under the heading "Information About Our Executive Officers" and Definitive Proxy Statement on Schedule 14A filed with the SEC on April 8, 2022 , under the heading "Executive Officer Compensation . " On May 13, 2022, Stratus and certain of its wholly-owned subsidiaries, Stratus Properties Operating Co., L.P., a Delaware limited partnership, Circle C Land, L.P., a Texas limited partnership, Austin 290 Properties, Inc., a Texas corporation, The Villas at Amarra Drive, L.L.C., a Texas limited liability company, and Stratus Lakeway Center, L.L.C., a Texas limited liability company (collectively with Stratus, the Borrowers), as borrowers, and Comerica Bank (Comerica), as lender, entered into the Third Modification Agreement (the Third Modification) and Amended and Restated Revolving Promissory Note (the Amended Note and collectively with the Third Modification, the Modification Documents), which amend that certain Loan Agreement and Revolving Promissory Note, respectively, each dated June 29, 2018, by and between Borrowers, another two of Stratus’ wholly-owned subsidiaries, 210 Lavaca Holdings, L.L.C., a Texas limited liability company, and Magnolia East 149, L.L.C., a Texas limited liability company (the Released Borrowers), and Comerica (the Original Loan Documents). The Original Loan Documents were previously amended by that certain Modification Agreement, effective April 14, 2020, and that certain Second Modification Agreement, effective June 12, 2020, each by and between Borrowers, the Released Borrowers and Comerica (as amended, the Loan Documents). The Loan Documents provide for a $60.0 million secured revolving credit facility. The Modification Documents amend the Loan Documents to (i) extend the maturity date of the credit facility from September 27, 2022, to December 26, 2022, (ii) increase the letter of credit sublimit from $7.5 million to $11.5 million, (iii) effect the removal of the Released Borrowers’ property from the collateral pool for the facility and (iv) change the benchmark rate from the London Interbank Offered Rate to the Bloomberg Short-Term Bank Yield Index (BSBY) Rate. Advances under the credit facility now bear interest at the one-month BSBY Rate (with a floor of 0.0 percent) plus 4.0 percent. Stratus is in discussions with Comerica to remove Holden Hills from the collateral pool for the facility, finance the Holden Hills project under a separate loan agreement and enter into a revised revolving credit facility with a lower borrowing limit secured by the remaining collateral under the facility. However, there can be no assurance that Stratus will obtain any additional amendments to the Loan Documents. The foregoing description of the Modification Documents does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Note and the Third Modification, respectively, copies of which are attached hereto as Exhibits 10.2 and 10.5, and are incorporated herein by reference. 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 2.2 Agreement of Sale and Purchase, dated October 26, 2021 between Stratus Block 21, L.L.C. and Ryman Hospitality Properties, Inc. 10-K 001-37716 3/31/2022 26 Table of Contents Incorporated by Reference Exhibit Number Exhibit Title Filed with this Form 10-Q Form File No. Date Filed 2.3 Membership Interest Purchase Agreement, dated October 26, 2021 between Stratus Block 21 Investments, L.P. and Ryman Hospitality Properties, Inc. 10-K 001-37716 3/31/2022 2.4 Agreement of Sale and Purchase, by and between Santal, L.L.C., as seller, and BG-QR GP, LLC, as purchaser, dated as of September 20, 2021. 10-Q 001-37716 11/15/2021 2.5 First Amendment to Agreement of Sale and Purchase, by and between Santal, L.L.C., as seller, and BG-QR GP, LLC, as purchaser, effective as of October 13, 2021. 10-Q 001-37716 11/15/2021 2.6 Second Amendment to Agreement of Sale and Purchase, by and between Santal, L.L.C., as seller, and Berkshire Multifamily Income Realty-OP, L.P., as purchaser, dated as of November 3, 2021. 10-Q 001-37716 11/15/2021 3.1 Composite Certificate of Incorporation of Stratus Properties Inc. 8-A/A 001-37716 8/13/2021 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 10.1 Loan Agreement by and between Stratus Properties Inc., certain of its subsidiaries and Comerica Bank, dated as of June 29, 2018. 8-K 001-37716 7/5/2018 10.2 Amended and Restated Revolving Promissory Note by and between Stratus Properties Inc., certain of its subsidiaries and Comerica Bank, dated as of May 13, 2022. X 10.3 Modification Agreement by and between Stratus Properties Inc., certain of its subsidiaries and Comerica Bank, effective as of April 14, 2020. 8-K 001-37716 4/17/2020 10.4 Second Modification Agreement by and between Stratus Properties Inc., certain of its subsidiaries and Comerica Bank, effective as of June 12, 2020. 8-K 001-37716 6/15/2020 10.5 Third Modification Agreement by and between Stratus Properties Inc., certain of its subsidiaries and Comerica Bank, effective as of May 13, 2022. X 10.6 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 10.7 Promissory Note by and between Lantana Place, L.L.C. and Southside Bank dated April 28, 2017. 10-K 001-37716 3/31/2022 10.8 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 10.9 Loan Modification Agreement by and between Lantana Place, L.L.C., as borrower, and Southside Bank, as lender, effective as of June 19, 2020. 10-Q 001-37716 6/25/2020 27 Table of Contents Incorporated by Reference Exhibit Number Exhibit Title Filed with this Form 10-Q Form File No. Date Filed 10.10 Second Modification Agreement by and between Lantana Place, L.L.C. and Southside Bank, effective as of January 4, 2021. 10-K 001-37716 3/15/2020 10.11 Loan Modification Agreement by and between Lantana Place, L.L.C. and Southside Bank, effective as of January 13, 2022. 10-K 001-37716 3/31/2022 10.12 Guaranty Agreement by Stratus Properties Inc. in favor of Southside Bank dated April 28, 2017. 10-K 001-37716 3/31/2022 10.13 † Amended and Restated Limited Partnership Agreement of Stratus Block 150, L.P. entered into by and among The Stratus Block 150 GP, L.L.C., Stratus Properties Operating Co., L.P., and several Class B Limited Partners. 10-Q 001-37716 11/15/2021 10.14 † First Amendment to the Amended and Restated Limited Partnership Agreement of Stratus Block 150, L.P. X 10.15* Severance and Change of Control Agreement between Stratus Properties Inc. and William H. Armstrong III, effective April 1, 2022. 10-K 001-37716 3/31/2022 10.16* Severance and Change of Control Agreement between Stratus Properties Inc. and Erin D. Pickens, effective April 1, 2022. 10-K 001-37716 3/31/2022 10.17* Stratus Properties Inc. 2022 Stock Incentive Plan. 8-K 001-37716 5/13/2022 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 * Indicates management contract or compensatory plan or arrangement. † Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant customarily and actually treats as private or confidential. 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 16, 2022 S-1