STRATUS PROPERTIES INC 8-K

What Happened

• Stratus Properties Inc. (through subsidiary Stratus Kingwood Place, L.P.) entered into a Purchase Agreement dated December 18, 2025 to sell the Kingwood Place retail project to CH Realty X/R Houston Kingwood Place, L.P. for $60.8 million in cash. The company filed the agreement in an 8-K on December 22, 2025 and also issued a press release announcing a review of strategic alternatives on that date.

Key Details

• Purchase price: $60.8 million cash; effective date of the Purchase Agreement: December 18, 2025.
• Expected closing: first quarter 2026, following a 30‑day inspection period that expires December 31, 2025 (purchaser may terminate during that period).
• Earnest money: $1.0 million deposited in escrow now, with an additional $1.0 million due within three business days after the inspection period; deposits apply to purchase price or may be retained as liquidated damages if purchaser defaults after the inspection period.
• Stratus owns approximately 60% of Kingwood Place; the sale is expected to generate estimated pre‑tax net cash proceeds of approximately $26 million after selling costs and payment of the project loan. The closing is not conditioned on buyer financing.

Why It Matters

• The transaction would convert a large, grocery‑anchored retail asset (151,877 sq ft total, anchored by a 103,000 sq ft H‑E‑B) into cash, materially affecting Stratus’s asset base and liquidity if completed. The company estimates roughly $26M in pre‑tax net cash proceeds (after costs and loan payoff).
• Concurrently, Stratus has launched a review of strategic alternatives, which could indicate management is evaluating options to maximize shareholder value; the company has not announced any specific outcome.
• Investors should watch for the final closing (expected Q1 2026), any updates on the strategic review, and the filing of the full Purchase Agreement as an exhibit in a future periodic report.