Item 5. Other Information
Item 5. Other Information .
During the quarter ended March 31, 2025, no director or officer of Stratus adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.
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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
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
Second Amended and Restated Revolving Promissory Note by and between Stratus Properties Inc., certain of its subsidiaries and Comerica Bank, dated as of March 25, 2025.
10-K
001-37716
3/28/2025
10.2
Seventh Modification Agreement by and between Stratus Properties Inc., certain of its subsidiaries and Comerica Bank, effective as of January 21, 2025.
10-K
001-37716
3/28/2025
10.3
Eighth Modification Agreement by and between Stratus Properties Inc., certain of its subsidiaries and Comerica Bank, effective as of March 25, 2025.
10-K
001-37716
3/28/2025
10.4
Loan Agreement by and among College Station 1892 Properties, L.L.C., as borrower, Voya Investment Management LLC, as administrative agent, and Brighthouse Life Insurance Company, as lender, dated March 7, 2025.
8-K 001-37716 3/13/2025
10.5
Promissory Note by and between College Station 1892 Properties, L.L.C. and Brighthouse Life Insurance Company dated March 7, 2025.
8-K 001-37716 3/13/2025
10.6
Guaranty of Non-Recourse Carveouts by Stratus Properties Inc. for the benefit of Voya Investment Management LLC, as administrative agent, dated March 7, 2025 with respect to the Loan Agreement by and College Station 1892 Properties, L.L.C., as borrower, Voya Investment Management LLC, as administrative agent, and Brighthouse Life Insurance Company, as lender, dated March 7, 2025.
8-K
001-37716 3/13/2025
10.7
Commercial Loan Agreement by and among Lantana Place, L.L.C., as borrower, Broadway National Bank, as lender, and Stratus Properties Inc., as guarantor, effective January 22, 2025.
8-K 001-37716 1/27/2025
10.8
Promissory Note by and between Lantana Place, L.L.C. and Broadway National Bank dated January 22, 2025.
8-K 001-37716 1/27/2025
10.9
Limited Guaranty by Stratus Properties Inc. for the benefit of Broadway National Bank, as lender, dated January 22, 2025 with respect to the Commercial Loan Agreement by and among Lantana Place, L.L.C., as borrower, Broadway National Bank, as lender, and Stratus Properties Inc., as guarantor, effective January 22, 2025.
8-K 001-37716 1/27/2025
10.10*
Severance and Change of Control Agreement between Stratus Properties Inc. and William H. Armstrong III, effective April 1, 2025.
10-K
001-37716
3/28/2025
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Incorporated by Reference
Exhibit
Number Exhibit Title Filed with this Form 10-Q Form File No. Date Filed
10.11*
Severance and Change of Control Agreement between Stratus Properties Inc. and Erin D. Pickens, effective April 1, 2025.
10-K
001-37716
3/28/2025
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.
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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: May 15, 2025
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.