Stratus Properties Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits
$STRS
Homebuilding
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 30, 2026
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Item 1.01. Entry into a Material Definitive Agreement.
Effective January 30, 2026, Stratus and certain of its wholly-owned subsidiaries named below (the Subsidiary Borrowers, and collectively with Stratus, the Borrowers), as borrowers, and Comerica Bank, as lender, entered into the Tenth Modification Agreement (the Tenth Modification), which amends that certain Loan Agreement dated June 29, 2018 by and between the Borrowers and Comerica Bank (the Loan Agreement), and that certain Second Amended and Restated Revolving Promissory Note dated March 25, 2025 by and between the Borrowers and Comerica Bank (the Note), each as previously amended. The Subsidiary Borrowers are Stratus Properties Operating Co., L.P., a Delaware limited partnership, Circle C Land, L.P., a Texas limited partnership, 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.
The Loan Agreement and Note provide for a secured revolving credit facility. The Tenth Modification amends the Loan Agreement and Note to extend the maturity date to March 27, 2028. At January 30, 2026, the borrowing base limit was $27.4 million, and the Borrowers had $17.4 million available under the facility, net of letters of credit totaling $10.0 million that have been issued under the facility.
The foregoing description of the Tenth Modification does not purport to be complete and is qualified in its entirety by reference to the full text of the Tenth Modification, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 30, 2026, Stratus Kingwood Place, L.P. (Seller), a Texas limited partnership and a subsidiary of Stratus Properties Inc. (Stratus), completed the previously disclosed disposition of the real and personal property associated with the Kingwood Place project to CH Realty X/R Houston Kingwood Place, L.P., a Delaware limited partnership (Purchaser), for a purchase price of $60.8 million in cash. The sale was made pursuant to an Agreement of Sale and Purchase, as amended, between Seller and Purchaser (the Kingwood Purchase Agreement). Stratus owns approximately 60% of Kingwood Place through a limited partnership with equity investors. Pre-tax net cash proceeds were approximately $27.1 million, after selling costs and payment of the project loan. After establishing a reserve for remaining costs of the partnership, Stratus received a cash distribution of approximately $16.2 million from the partnership in connection with the sale and $10.6 million of the net proceeds were distributed to the noncontrolling interest owners.
Kingwood Place was Stratus’ H-E-B grocery-anchored, mixed-use development located in Kingwood, Texas (in the greater Houston area), including 151,877 square feet of retail lease space, anchored by a 103,000-square-foot H-E-B grocery store, and five pad sites.
The foregoing description of the Kingwood Purchase Agreement and the transactions contemplated thereby is not intended to be complete and is qualified in its entirety by reference to the full text of the Kingwood Purchase Agreement, as amended, copies of which are attached hereto as Exhibit 2.1 and Exhibit 2.2, and are incorporated herein by reference.
Item 8.01. Other Events.
On February 5, 2026, Stratus issued a press release, titled “Stratus Properties Inc. Completes Sale of Kingwood Place for $60.8 Million.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information.
The following unaudited pro forma financial statements were derived from Stratus’ historical financial statements and are being presented to give effect to (1) the disposition of Lantana Place – Retail for pre-tax net cash proceeds of $26.9 million after selling costs and payment of the project loan, as reported in
Stratus’ Current Report on Form 8-K dated November 20, 2025 (the Lantana Place – Retail Disposition) and (2) the disposition of Kingwood Place for pre-tax net cash proceeds of $27.1 million after selling costs and payment of the project loan, as described above in Item 2.01 of this report (the Kingwood Place Disposition).
Presented below are the following unaudited pro forma financial statements:
•Condensed consolidated balance sheet as of September 30, 2025, as adjusted assuming the Lantana Place – Retail Disposition and the Kingwood Place Disposition had occurred on September 30, 2025; and
•Condensed consolidated statements of operations for the year ended December 31, 2024, and the nine months ended September 30, 2025, as adjusted assuming the Lantana Place – Retail Disposition and the Kingwood Place Disposition had occurred on January 1, 2024.
The unaudited pro forma condensed financial statements are prepared in accordance with Rule 8-05 and Article 11 of Regulation S-X. The pro forma adjustments have been made solely for the purpose of providing pro forma financial information as required by the U.S. Securities and Exchange Commission (SEC) rules. Differences between these pro forma adjustments and the final accounting for Lantana Place – Retail Disposition and the Kingwood Place Disposition may be material. The pro forma adjustments are described in the accompanying notes and are based upon information and assumptions available at the time of the filing of this report.
The pro forma financial information is provided for informational purposes only and is not representative or necessarily indicative of what the actual consolidated results of operations or the consolidated financial position of Stratus would have been had the Lantana Place – Retail Disposition and the Kingwood Place Disposition occurred on the dates assumed, nor are they necessarily representative or indicative of Stratus’ future consolidated results of operations or consolidated financial position. The unaudited pro forma condensed consolidated balance sheet and statements of operations should be read in conjunction with (i) the accompanying notes to the pro forma financial information (ii) the Current Report on Form 8-K filed with the SEC on October 23, 2025 (for reporting the Lantana Place – Retail purchase agreement), (iii) the Current Report on Form 8-K filed with the SEC on November 20, 2025 (for reporting the Lantana Place – Retail Disposition), (iv) the Current Report on Form 8-K filed with the SEC on December 22, 2025 (for reporting the Kingwood Purchase Agreement), (v) the historical audited consolidated financial statements and accompanying notes of Stratus contained in its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025 (2024 Form 10-K), and (vi) the historical unaudited condensed consolidated financial statements and accompanying notes of Stratus contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 12, 2025 (Third Quarter 2025 Form 10-Q).
STRATUS PROPERTIES INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2025
(In Thousands)
Historical (1) | Lantana Place – Retail Adjustments (2) | Kingwood Place Adjustments (3) | Pro Forma | |||||||||||
| ASSETS | ||||||||||||||
| Cash and cash equivalents | $ | 55,040 | $ | 26,925 | $ | 16,425 | $ | 98,390 | ||||||
| Restricted cash | 483 | — | — | 483 | ||||||||||
| Real estate held for sale | 11,584 | — | — | 11,584 | ||||||||||
| Real estate under development | 182,775 | — | — | 182,775 | ||||||||||
| Land available for development | 76,281 | — | (1,912) | 74,369 | ||||||||||
| Real estate held for investment, net | 226,776 | (26,142) | (31,771) | 168,863 | ||||||||||
| Lease right-of-use assets | 9,537 | — | — | 9,537 | ||||||||||
| Deferred tax assets | 153 | — | — | 153 | ||||||||||
| Other assets | 9,933 | (3,225) | (2,656) | 4,052 | ||||||||||
| Total assets | $ | 572,562 | (2,442) | (19,914) | 550,206 | |||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Liabilities: | ||||||||||||||
| Accounts payable | $ | 8,480 | — | — | 8,480 | |||||||||
| Accrued liabilities, including taxes | 6,657 | (773) | (407) | 5,477 | ||||||||||
| Debt | 203,898 | (29,451) | (32,550) | 141,897 | ||||||||||
| Lease liabilities | 15,219 | — | — | 15,219 | ||||||||||
| Deferred gain | 1,087 | — | — | 1,087 | ||||||||||
| Other liabilities | 5,135 | (742) | (319) | 4,074 | ||||||||||
| Total liabilities | 240,476 | (30,966) | (33,276) | 176,234 | ||||||||||
| Total equity | 332,086 | 28,524 | 13,362 | 373,972 | ||||||||||
| Total liabilities and equity | $ | 572,562 | (2,442) | (19,914) | 550,206 | |||||||||
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(1)Stratus’ historical financial information has been derived from its Third Quarter 2025 Form 10-Q.
(2)Pro forma adjustments reflect the Lantana Place – Retail Disposition for pre-tax net cash proceeds of $26.9 million after the use of a portion of the proceeds to pay the full outstanding balance of the project loan ($29.8 million). The pre-tax net cash proceeds exclude any settlement prorations upon closing of the transaction.
A reconciliation of the sale price to net cash proceeds follows (in thousands):
| Sale price | $ | 57,500 | |||
| Buyer credit | (125) | ||||
| Selling costs | (650) | ||||
| Lantana Place project loan principal balance | (29,800) | ||||
| Net cash proceeds | $ | 26,925 | |||
(3)Pro forma adjustments reflect the Kingwood Place Disposition for pre-tax net cash proceeds of $27.1 million after the use of a portion of the proceeds to pay the full outstanding balance of the project loan ($33.0 million). The pre-tax net cash proceeds exclude any settlement prorations upon closing of the transaction. A reserve was established for remaining costs of the partnership.
A reconciliation of the sale price to net cash proceeds follows (in thousands):
| Sale price | $ | 60,800 | |||
| H-E-B Profit Participation | (78) | ||||
| Selling costs | (653) | ||||
| Kingwood Place project loan principal balance | (33,000) | ||||
| Net cash proceeds | 27,069 | ||||
Distribution to noncontrolling interest owners | (10,644) | ||||
Stratus net cash proceeds including reserve established for remaining costs of the partnership | $ | 16,425 | |||
STRATUS PROPERTIES INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands)
| Nine Months Ended September 30, 2025 | |||||||||||||||||
| Adjustments | |||||||||||||||||
Historical (1) | Lantana Place – Retail (2) | Kingwood Place (3) | Other (4) | Pro Forma | |||||||||||||
| Revenues | $ | 21,617 | $ | (3,842) | $ | (3,079) | $ | — | $ | 14,696 | |||||||
| Cost of sales | 27,790 | (2,356) | (1,727) | — | 23,707 | ||||||||||||
| General and administrative expenses | 11,474 | — | — | — | 11,474 | ||||||||||||
| Gain on sale of assets | (5,200) | — | — | — | (5,200) | ||||||||||||
| Operating loss | (12,447) | (1,486) | (1,352) | — | (15,285) | ||||||||||||
| Interest expense, net | (1,026) | 1,562 | 1,666 | (2,202) | — | ||||||||||||
| Loss on interest rate cap agreements | (23) | — | — | — | (23) | ||||||||||||
| Loss on extinguishment of debt | (216) | 55 | — | — | (161) | ||||||||||||
| Other loss, net | (181) | — | (34) | — | (215) | ||||||||||||
(Provision for) benefit from income taxes (6) | (166) | (12) | (52) | 462 | 232 | ||||||||||||
| Net (loss) income and total comprehensive (loss) income | (14,059) | 119 | 228 | (1,740) | (15,452) | ||||||||||||
| Total comprehensive loss attributable to noncontrolling interests | 6,466 | — | 107 | — | 6,573 | ||||||||||||
| Net (loss) income and total comprehensive (loss) income attributable to common stockholders | $ | (7,593) | $ | 119 | $ | 335 | $ | (1,740) | $ | (8,879) | |||||||
| Basic and diluted net loss per share attributable to common stockholders | $ | (0.94) | $ | (1.10) | |||||||||||||
Basic and diluted weighted-average common shares outstanding (7) | 8,051 | 8,051 | |||||||||||||||
| Year Ended December 31, 2024 | |||||||||||||||||
| Adjustments | |||||||||||||||||
Historical (1) | Lantana Place – Retail (2) | Kingwood Place (3) | Other (4) | Pro Forma | |||||||||||||
| Revenues | $ | 54,183 | $ | (5,205) | $ | (4,055) | $ | — | $ | 44,923 | |||||||
| Cost of sales | 43,012 | (2,865) | (2,221) | — | 37,926 | ||||||||||||
| General and administrative expenses | 14,952 | — | — | — | 14,952 | ||||||||||||
Profit participation in sale of Kingwood (5) | — | — | 78 | — | 78 | ||||||||||||
| Gain on sale of assets | (1,626) | (27,510) | (22,969) | — | (52,105) | ||||||||||||
| Operating (loss) income | (2,155) | 25,170 | 21,057 | — | 44,072 | ||||||||||||
| Interest expense, net | — | 1,545 | 2,452 | (3,997) | — | ||||||||||||
| Loss on extinguishment of debt | (69) | (332) | (373) | — | (774) | ||||||||||||
| Other income, net | 758 | — | (6) | — | 752 | ||||||||||||
(Provision for) benefit from income taxes (6) | (442) | (5,633) | (3,058) | 839 | (8,294) | ||||||||||||
| Net (loss) income and total comprehensive (loss) income | (1,908) | 20,750 | 20,072 | (3,158) | 35,756 | ||||||||||||
| Total comprehensive loss (income) attributable to noncontrolling interests | 3,864 | — | (8,829) | — | (4,965) | ||||||||||||
| Net income and total comprehensive income attributable to common stockholders | $ | 1,956 | $ | 20,750 | $ | 11,243 | $ | (3,158) | $ | 30,791 | |||||||
| Net income per share attributable to common stockholders | |||||||||||||||||
| Basic | $ | 0.24 | $ | 3.82 | |||||||||||||
| Diluted | $ | 0.24 | $ | 3.76 | |||||||||||||
Weighted-average common shares outstanding (7) | |||||||||||||||||
| Basic | 8,059 | 8,059 | |||||||||||||||
| Diluted | 8,189 | 8,189 | |||||||||||||||
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(1)Stratus’ historical financial information has been derived from its Third Quarter 2025 Form 10-Q and 2024 Form 10-K, as applicable.
(2)Pro forma adjustments reflect the Lantana Place – Retail Disposition, including a pre-tax gain of approximately $27.5 million in 2024, and use of a portion of the net cash proceeds to pay the full outstanding balance of the project loan.
(3)Pro forma adjustments reflect the Kingwood Place Disposition, including an estimated pre-tax gain, net of noncontrolling interests, of approximately $13.7 million in 2024, and use of a portion of the net cash proceeds to pay the full outstanding balance of the project loan. The estimated gain was calculated based on estimated January 30, 2026 balances.
(4)All periods presented include adjustments to capitalized interest and the corresponding effect on income taxes.
(5)H-E-B has profit participation rights in the Kingwood Place project. H-E-B is entitled to receive 10% of any cash flow from operations or profit from the sale of the property after Stratus received a return of its equity plus a preferred return of 10%.
(6)The effect on income taxes of the pro forma adjustments has been computed based on the statutory rates in effect during the periods presented.
(7)The historical weighted-average shares of common stock outstanding exclude approximately 157 thousand shares for the first nine months of 2025 that were anti-dilutive as a result of the net loss for the period and 14 thousand shares for the year 2024 that were anti-dilutive.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Title | ||||
Tenth Modification Agreement by and between Stratus Properties Inc., certain of its subsidiaries and Comerica Bank, effective as of January 30, 2026. | |||||
2.1† | Agreement of Sale and Purchase by and between Stratus Kingwood Place, L.P., as seller, and CH Realty X/R Houston Kingwood Place, L.P., as purchaser, dated as of December 18, 2025. | ||||
2.2† | First Amendment to Agreement of Sale and Purchase by and between Stratus Kingwood Place, L.P., as seller, and CH Realty X/R Houston Kingwood Place, L.P., as purchaser, effective as of December 31, 2025. | ||||
Press release dated February 5, 2026, titled “Stratus Properties Inc. Completes Sale of Kingwood Place for $60.8 Million.” | |||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | ||||
† 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.
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 hereunto 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: February 5, 2026