8-K

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): March 4, 2024

Stratus Properties Inc.

(Exact name of registrant as specified in its charter)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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 8.01. Other Events.

On March 4, 2024, Stratus Properties Inc. (“Stratus” or the “Company”) responded to the unsolicited, non-binding acquisition proposal from NXSTEP Opportunity Partners dated February 20, 2024 (the “Updated Proposal”), described in Stratus’ press release issued February 21, 2024, with a letter executed by Stratus’ lead independent director. The letter stated in pertinent part, “After careful deliberation, including consultation with its advisers, the Board determined unanimously that the Updated Proposal substantially undervalues the Company and that it is not in the best interests of Stratus and its stockholders to pursue it. The Board has decided that, at this time, continuing to execute on Stratus’ business strategy is in the best interests of Stratus and its stockholders.” Stratus does not intend to comment on or disclose further developments regarding this matter unless and until it deems further disclosure is appropriate or required.

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.

Date: March 4, 2024