Unregistered Sales of Equity Securities and Use of Proceeds .
−Removed: There were no unregistered sales of our equity securities during the three months ended September 30, 2022.
−Removed: The following table provides a summary of repurchases of shares of our common stock by our company and any “affiliated purchaser” as defined by the SEC during the three months ended September 30, 2022, and the approximate dollar value of shares (in thousands) that may yet be purchased pursuant to our share repurchase program as of September 30, 2022:
+Added: There were no unregistered sales of our equity securities during the three months ended March 31, 2023.
+Added: The following table provides a summary of repurchases of shares of our common stock by our company and any “affiliated purchaser” as defined by the SEC during the three months ended March 31, 2023, and the approximate dollar value of shares that may yet be purchased pursuant to our share repurchase program as of March 31, 2023:
Period Total Number
2 unchanged sentences
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs a
−Removed: July 1, 2022 through July 31, 2022 — $ — — $ —
−Removed: August 1, 2022 through August 31, 2022 — $ — — $ —
−Removed: September 1, 2022 through September 30, 2022 33,958 $ 23.49 33,958 $ 9,201
+Added: January 1, 2023 through January 31, 2023 — $ — — $ 2,135,797
+Added: February 1, 2023 through February 28, 2023 6,406 $ 21.91 6,406 $ 1,995,565
+Added: March 1, 2023 through March 31, 2023 37,218 $ 20.25 37,218 $ 1,242,755
43,624 $ 20.49 43,624 $ 1,242,755
−Removed: On September 2, 2022, we announced that our Board approved a new share repurchase program authorizing repurchases of up to $10.0 million of our common stock.
+Added: On September 2, 2022, we announced that our Board approved a share repurchase program authorizing repurchases of up to $10.0 million of our common stock.
The timing, price and number of shares that may be repurchased under the program will be based on market conditions, applicable securities laws and other factors considered by management.
2 unchanged sentences
The new program replaces our prior share repurchase program.
−Removed: Through November 4, 2022, we have acquired 105,415 shares of our common stock for a total cost of $2.6 million at an average price of $25.02 per share, and $7.4 million remains available for repurchases under the program.
+Added: Through May 10, 2023, we have acquired 359,553 shares of our common stock for a total cost of $9.2 million at an average price of $25.64 per share, and $0.8 million remains available for repurchases under the program.
Incorporated by Reference
15 unchanged sentences
Composite Certificate of Incorporation of Stratus Properties Inc.
−Removed: 8-A/A 001-37716 8/13/2021
Second Amended and Restated By-Laws of Stratus Properties Inc., as amended effective August 3, 2017.
5 unchanged sentences
13D 005-42652 3/5/2014
−Removed: Construction Loan Agreement by and between The Saint George Apartments, L.P., as borrower, and Comerica Bank, as lender, dated July 19, 2022.
+Added: Fifth Modification Agreement by and between Stratus Properties Inc., certain of its subsidiaries and Comerica Bank, effective as of March 10, 2023.
10-K 001-37716 3/31/2023
−Removed: Amended and Restated Installment Note by and between The Saint George Apartments, L.P.
−Removed: and Comerica Bank dated July 19, 2022.
+Added: Interest Rate Index Replacement Agreement dated January 3, 2023 with respect to the Loan Agreement by and among The Saint June, L.P., as borrower, Texas Capital Bank, National Association, as administrative agent, and each of the lenders party thereto, dated June 2, 2021.
10-K 001-37716 3/31/2023
−Removed: Guaranty Agreement by Stratus Properties Inc.
−Removed: for the benefit of Comerica Bank dated July 19, 2022 related to The Saint George Construction Loan Agreement.
+Added: Construction Loan Agreement by and between Holden Hills, L.P., as borrower, and Comerica Bank, as lender, dated February 8, 2023.
8-K 001-37716 2/14/2023
−Removed: Construction Loan Agreement by and between Lantana Place, L.L.C., as borrower, and Southside Bank, as lender, dated April 28, 2017.
+Added: Installment Note by and between Holden Hills, L.P.
+Added: and Comerica Bank dated February 8, 2023.
8-K 001-37716 2/14/2023
−Removed: Promissory Note by and between Lantana Place, L.L.C.
−Removed: and Southside Bank dated April 28, 2017.
+Added: Guaranty by Stratus Properties Inc.
+Added: for the benefit of Comerica Bank dated February 8, 2023 with respect to the Construction Loan Agreement by and between Holden Hills, L.P., as borrower, and Comerica Bank, as lender, dated February 8, 2023.
8-K 001-37716 2/14/2023
−Removed: 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.
+Added: Amended and Restated Limited Partnership Agreement of Holden Hills, L.P.
+Added: entered into by and among Holden Hills GP, L.L.C., Stratus Properties Operating Co., L.P., and Bartoni, LLC.
10-K 001-37716 3/31/2023
−Removed: Loan Modification Agreement by and between Lantana Place, L.L.C., as borrower, and Southside Bank, as lender, effective as of June 19, 2020.
−Removed: 10-Q 001-37716 6/25/2020
Incorporated by Reference
Number Exhibit Title Filed with this Form 10-Q Form File No.
−Removed: Second Loan Modification Agreement by and between Lantana Place, L.L.C.
−Removed: and Southside Bank, effective as of January 4, 2021.
−Removed: 10-K 001-37716 3/15/2021
−Removed: Loan Modification Agreement by and between Lantana Place, L.L.C.
−Removed: and Southside Bank, effective as of January 13, 2022.
+Added: Development Agreement effective as of January 31, 2023, between Stratus Properties Operating Co., L.P.
+Added: and Holden Hills, L.P.
10-K 001-37716 3/31/2023
−Removed: Loan Modification Agreement by and between Lantana Place, L.L.C.
−Removed: and Southside Bank, effective as of August 26, 2022.
+Added: Stratus Properties Inc.
+Added: Long-Term Incentive Plan and Form of Award Notice.
+Added: Stratus Properties Inc.
+Added: Executive Annual Incentive Plan (effective January 2023).
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
11 unchanged sentences
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
+Added: * Indicates management contract or compensatory plan or arrangement.
+Added: † 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.
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.
−Removed: ----------------------------------------
Senior Vice President and
3 unchanged sentences
Principal Accounting Officer)
−Removed: November 14, 2022
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.