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): June 23, 2026
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code: (512 ) 478-5788
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets.
On June 23, 2026, College Station 1892 Properties, L.L.C. (Seller), a Texas limited liability company and a wholly-owned subsidiary of Stratus Properties Inc. (Stratus), completed the previously disclosed disposition of certain real and personal property associated with the retail component of Jones Crossing, including undeveloped commercial acreage, to Brixmor Operating Partnership LP, a Delaware limited partnership (Purchaser), for a purchase price of $46.5 million in cash. At closing, Purchaser also assumed Seller’s rights and obligations as tenant under the ground leases underlying the property. The sale was made pursuant to an Agreement of Sale and Purchase between Seller and Purchaser (the Purchase Agreement). Pre-tax net cash proceeds were approximately $21.7 million, after selling costs and payment of the project loan.
Jones Crossing – Retail was part of Jones Crossing, Stratus’ H-E-B, L.P. (H-E-B) grocery-anchored, mixed-use development located in College Station, Texas, the location of Texas A&M University. The retail component of Jones Crossing includes 154,092 square feet of retail space, including an H-E-B grocery store, two retail pad sites subject to ground leases to tenants, and approximately 22 undeveloped commercial acres with estimated future development potential of up to approximately 104,750 square feet of commercial space and up to seven retail pad sites available for lease. Following the sale, Stratus retains the 21-acre multi-family component of Jones Crossing, including the ground lease underlying the multi-family property.
The foregoing description of the 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 Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On June 26, 2026, Stratus issued a press release, titled “Stratus Properties Inc. Completes Sale of Jones Crossing – Retail for $46.5 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 the disposition of Jones Crossing – Retail for pre-tax net cash proceeds of $21.7 million after selling costs and payment of the project loan, as described above in Item 2.01 of this report (the Jones Crossing – Retail Disposition).
Presented below are the following unaudited pro forma financial statements:
•Condensed consolidated balance sheet as of March 31, 2026, as adjusted assuming the Jones Crossing – Retail Disposition had occurred on March 31, 2026; and
•Condensed consolidated statements of income for the year ended December 31, 2025, and the three months ended March 31, 2026, as adjusted assuming the Jones Crossing – Retail Disposition had occurred on January 1, 2025.
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 Jones Crossing – Retail 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 Jones Crossing – Retail 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 income 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 May 28, 2026 (for reporting the Purchase Agreement), (iii) 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, 2025, filed with the SEC on March 27, 2026 (2025 Form 10-K), and (iv) 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 March 31, 2026, filed with the SEC on May 12, 2026 (First Quarter 2026 Form 10-Q).
STRATUS PROPERTIES INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 2026
(In Thousands)
Historical (1) | Jones Crossing – Retail Adjustments (2) | Pro Forma | |||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | 73,539 | $ | 21,717 | $ | 95,256 | |||||
| Restricted cash | 757 | — | 757 | ||||||||
| Real estate held for sale | 8,477 | — | 8,477 | ||||||||
| Real estate under development | 187,095 | — | 187,095 | ||||||||
| Land available for development | 81,636 | (5,552) | 76,084 | ||||||||
| Real estate held for investment, net | 166,068 | (18,276) | 147,792 | ||||||||
| Lease right-of-use assets | 10,071 | (6,343) | 3,728 | ||||||||
| Deferred tax assets | 206 | — | 206 | ||||||||
| Other assets | 4,644 | (1,982) | 2,662 | ||||||||
| Total assets | $ | 532,493 | $ | (10,436) | $ | 522,057 | |||||
| LIABILITIES AND EQUITY | |||||||||||
| Liabilities: | |||||||||||
| Accounts payable | $ | 9,891 | $ | — | $ | 9,891 | |||||
| Accrued liabilities, including taxes | 10,171 | (229) | 9,942 | ||||||||
| Debt | 143,759 | (23,697) | 120,062 | ||||||||
| Lease liabilities | 15,986 | (10,488) | 5,498 | ||||||||
| Deferred gain | 717 | — | 717 | ||||||||
| Other liabilities | 1,541 | (309) | 1,232 | ||||||||
| Total liabilities | 182,065 | (34,723) | 147,342 | ||||||||
| Total equity | 350,428 | 24,287 | 374,715 | ||||||||
| Total liabilities and equity | $ | 532,493 | $ | (10,436) | $ | 522,057 | |||||
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(1)Stratus’ historical financial information has been derived from its First Quarter 2026 Form 10-Q.
(2)Pro forma adjustments reflect the Jones Crossing – Retail Disposition for pre-tax net cash proceeds of $21.7 million after the use of a portion of the proceeds to pay the full outstanding
balance of the project loan ($24.0 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 | $ | 46,500 | |||
| Selling costs | (783) | ||||
| Jones Crossing – Retail project loan principal balance | (24,000) | ||||
| Net cash proceeds | $ | 21,717 | |||
STRATUS PROPERTIES INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands)
| Three Months Ended March 31, 2026 | ||||||||||||||
| Adjustments | ||||||||||||||
Historical (1) | Jones Crossing – Retail (2) | Other (3) | Pro Forma | |||||||||||
| Revenues | $ | 3,791 | $ | (1,043) | $ | — | $ | 2,748 | ||||||
| Cost of sales | 5,697 | (780) | — | 4,917 | ||||||||||
| General and administrative expenses | 5,590 | — | — | 5,590 | ||||||||||
| H-E-B profit participation | 78 | — | — | 78 | ||||||||||
| Gain on sale of assets | (22,976) | — | — | (22,976) | ||||||||||
| Operating income (loss) | 15,402 | (263) | — | 15,139 | ||||||||||
| Interest expense, net | (60) | 374 | (314) | — | ||||||||||
| Loss on extinguishment of debt | (383) | — | — | (383) | ||||||||||
| Other income, net | 666 | — | — | 666 | ||||||||||
(Provision for) benefit from income taxes (5) | (2,116) | (19) | 66 | (2,069) | ||||||||||
| Net income and total comprehensive income | 13,509 | 92 | (248) | 13,353 | ||||||||||
| Total comprehensive income attributable to noncontrolling interests | (6,882) | — | — | (6,882) | ||||||||||
| Net income and total comprehensive income attributable to common stockholders | $ | 6,627 | $ | 92 | $ | (248) | $ | 6,471 | ||||||
| Net income per share attributable to common stockholders | ||||||||||||||
| Basic | $ | 0.83 | $ | 0.81 | ||||||||||
| Diluted | $ | 0.82 | $ | 0.80 | ||||||||||
Weighted-average common shares outstanding (6) | ||||||||||||||
Basic | 7,962 | 7,962 | ||||||||||||
| Diluted | 8,055 | 8,055 | ||||||||||||
| Year Ended December 31, 2025 | ||||||||||||||
| Adjustments | ||||||||||||||
Historical (1) | Jones Crossing – Retail (2) | Other (3) | Pro Forma | |||||||||||
| Revenues | $ | 29,914 | $ | (3,735) | $ | — | $ | 26,179 | ||||||
| Cost of sales | 37,068 | (3,061) | — | 34,007 | ||||||||||
| General and administrative expenses | 14,786 | — | — | 14,786 | ||||||||||
Gain on terminated ground leases (4) | — | (4,227) | — | (4,227) | ||||||||||
| Gain on sale of assets | (32,730) | (19,958) | — | (52,688) | ||||||||||
| Operating income | 10,790 | 23,511 | — | 34,301 | ||||||||||
| Interest expense, net | (1,515) | 1,621 | (705) | (599) | ||||||||||
| Loss on interest rate cap agreements | (23) | — | — | (23) | ||||||||||
| Loss on extinguishment of debt | (549) | (139) | — | (688) | ||||||||||
| Other loss, net | (618) | — | — | (618) | ||||||||||
(Provision for) benefit from income taxes (5) | (5,281) | (4,428) | 148 | (9,561) | ||||||||||
| Net income and total comprehensive income | 2,804 | 20,565 | (557) | 22,812 | ||||||||||
| Total comprehensive loss attributable to noncontrolling interests | 9,178 | — | — | 9,178 | ||||||||||
| Net income and total comprehensive income attributable to common stockholders | $ | 11,982 | $ | 20,565 | $ | (557) | $ | 31,990 | ||||||
| Net income per share attributable to common stockholders | ||||||||||||||
| Basic | $ | 1.49 | $ | 3.98 | ||||||||||
| Diluted | $ | 1.47 | $ | 3.93 | ||||||||||
Weighted-average common shares outstanding (6) | ||||||||||||||
| Basic | 8,035 | 8,035 | ||||||||||||
| Diluted | 8,147 | 8,147 | ||||||||||||
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(1)Stratus’ historical financial information has been derived from its First Quarter 2026 Form 10-Q and 2025 Form 10-K, as applicable.
(2)Pro forma adjustments reflect the Jones Crossing – Retail Disposition, including a pre-tax gain of approximately $20.0 million in 2025, and use of a portion of the net cash proceeds to pay the full outstanding balance of the project loan.
(3)All periods presented include adjustments to capitalized interest and the corresponding effect on income taxes.
(4)Stratus will recognize an approximately $4.2 million pre-tax gain on the termination of two ground leases underlying the Jones Crossing – Retail property in connection with the Purchaser’s assumption of the leases.
(5)The effect on income taxes of the pro forma adjustments has been computed based on the statutory rates in effect during the periods presented.
(6)The historical weighted-average shares of common stock outstanding exclude approximately 14 thousand shares for the first three months of 2026 that were anti-dilutive and 21 thousand shares for the year 2025 that were anti-dilutive.
(d) Exhibits.
| Exhibit Number | Exhibit Title | ||||
| Agreement of Sale and Purchase by and between College Station 1892 Properties, L.L.C., as seller, and Brixmor Operating Partnership LP, as purchaser, dated as of May 21, 2026 (incorporated herein by reference to Exhibit 2.1 to Stratus’ Current Report on Form 8-K filed on May 28, 2026). | |||||
| 99.1 | Press release dated June 26, 2026, titled “Stratus Properties Inc. Completes Sale of Jones Crossing – Retail for $46.5 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: June 26, 2026
