Stratus Properties Inc. Responds To Unsolicited, Non-Binding Acquisition Proposal From NXSTEP Opportunity Partners To Acquire Stratus For $27.18 Per Share In Cash; Says Board Of Directors Determined Unanimously That The Proposal Substantially Undervalues The Company And Its Future Prospects And Is Not In The Best Interests Of The Company And Its Stockholders

Stratus Properties Inc. (NASDAQ:STRS) ("Stratus" or the "Company") today confirmed that on January 24, 2024 it received an unsolicited, non-binding proposal from NXSTEP Opportunity Partners ("NXSTEP") to acquire Stratus for $27.18 per share in cash, subject to adjustments. NXSTEP's proposal was subject to a number of conditions and assumptions, including important assumptions that were incorrect.

Stratus' Board of Directors ("Board") considered the proposal and determined unanimously that the proposal substantially undervalues the Company and its future prospects and is not in the best interests of the Company and its stockholders. Accordingly, the Board advised NXSTEP on February 15, 2024 that, "After careful deliberation, including consultation with its advisers, the Board has determined that continuing to pursue Stratus' long-term strategy is in the best interests of Stratus and its stockholders at this time."

On February 20, 2024, Stratus' stockholder Oasis Management Company Ltd. filed an amendment to its Schedule 13D reporting that it had entered into an agreement with NXSTEP supportive of its proposal, and Stratus received an updated non-binding proposal from NXSTEP in which NXSTEP increased its estimated proposed net purchase price to approximately $27.30 per share in cash. This revised proposal was also subject to the same conditions and incorrect assumptions as the prior offer of January 24, 2024.

Stratus' Board plans to consider these matters consistent with its fiduciary duties and respond to NXSTEP in due course. Stratus does not intend to comment on or disclose further developments regarding the proposal unless and until it deems further disclosure is appropriate or required.