Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities .
There were no unregistered sales of our equity securities during the three months ended September 30, 2023.
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, 2023, and the approximate dollar value of shares remaining available for purchase pursuant to our $10.0 million share repurchase program as of September 30, 2023:
Period Total Number
of Shares
Purchased Average
Price Paid
Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs a
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs a
July 1, 2023 through July 31, 2023 10,467 $ 26.45 10,467 $ 271,822
August 1, 2023 through August 31, 2023 3,031 $ 27.58 3,031 $ 188,213
September 1, 2023 through September 30, 2023 4,115 $ 27.81 4,115 $ 73,777
Total 17,613 $ 26.96 17,613 $ 73,777
a. 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. Share repurchases under the program were made from time to time through solicited or unsolicited transactions in the open market, in privately negotiated transactions or by other means in accordance with securities laws. In October 2023, we completed the share repurchase program, which did not have an expiration date. In total, under the completed share repurchase program we acquired 389,378 shares of our common stock for a cost of $10.0 million at an average price of $25.68 per share. On November 14, 2023, we announced that our Board approved a new share repurchase program authorizing repurchases of up to $5.0 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 and the Capital Committee of the Board. Share repurchases under the program may be made from time to time through solicited or unsolicited transactions in the open market, in privately negotiated transactions or by other means in accordance with securities laws. The share repurchase program does not obligate us to repurchase any specific amount of shares, does not have an expiration date, and may be suspended, modified or discontinued at any time without prior notice.
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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
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. 10-Q 001-37716 5/15/2023
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
Sixth Modification Agreement by and between Stratus Properties Inc., certain of its subsidiaries and Comerica Bank, effective as of May 31, 2023. 10-Q 001-37716 8/14/2023
10.2
First Amendment of Loan Agreement by and between College Station 1892 Properties, L.L.C., as borrower, and Regions Bank, as lender, effective as of August 1, 2023.
X
10.3*
Stratus Properties Inc. Long-Term Incentive Plan and Form of Award Notice. 10-Q 001-37716 5/15/2023
10.4*
Stratus Properties Inc. Executive Annual Incentive Plan (effective January 2023). 10-Q 001-37716 5/15/2023
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
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Incorporated by Reference
Exhibit
Number Exhibit Title Filed with this Form 10-Q Form File No. Date Filed
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.
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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 and
Principal Accounting Officer)
Date: November 14, 2023
S-1
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.