Item 5. Other Information
Item 5. Other Information .
Director and Officer Trading Arrangements. During the quarter ended September 30, 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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Deadline for 2026 Stockholder Proposals Not To Be Included in 2026 Proxy Statement. Stratus’ Definitive Proxy Statement on Schedule 14A filed with the SEC on April 8, 2025, under the heading “2026 Stockholder Proposals,” included a summary of the advance notice requirements under Stratus’ amended and restated by-laws (By-Laws) for stockholder proposals not intended to be included in Stratus’ proxy statement for the 2026 annual meeting of stockholders. Due to a typographical error, the deadline included in the window for stockholders to deliver such proposals with respect to the 2026 annual meeting of stockholders is incorrectly stated. The correct window is between October 15, 2025 and January 13, 2026.
Thus, if a stockholder would like to present a proposal at 2026 annual meeting of stockholders, but does not wish to have it included in Stratus’ proxy statement, the stockholder must submit it in writing to: Corporate Secretary, Stratus Properties Inc., 212 Lavaca Street, Suite 300, Austin, Texas 78701, by no later than the close of business January 13, 2026 and no earlier than the close of business on October 15, 2025, in accordance with the specific procedural requirements in Stratus’ By-Laws.
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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 by and between Lantana Place, L.L.C., as seller, and Scripps CMH LLC and Lantana SRB LLC, as purchasers, dated as of September 3, 2025. 8-K 001-37716 10/23/2025
2.3
First Amendment to Agreement of Sale and Purchase by and between Lantana Place, L.L.C., as seller, and Scripps CMH LLC and Lantana SRB LLC, as purchasers, effective as of October 17, 2025. 8-K 001-37716 10/23/2025
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
Amendment to Loan Documents by and among The Saint June, L.P., as borrower, Stratus Properties Inc., as guarantor, Texas Capital Bank, as administrative agent, and each of the lenders party thereto, dated September 30, 2025. 8-K 001-37716 10/6/2025
10.2
Note by and between The Saint June, L.P. and Texas Capital Bank effective September 30, 2025.
8-K 001-37716 10/6/2025
10.3
Ninth Modification Agreement by and between Stratus Properties Inc., certain of its subsidiaries and Comerica Bank, effective as of October 22, 2025.
X
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
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Incorporated by Reference
Exhibit
Number Exhibit Title Filed with this Form 10-Q Form File No. Date Filed
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). X
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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 12, 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.