{"url_path":"/sec/strs/8-k/2026-06-26/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/885508/0000885508-26-000033-index.html","accession_number":"0000885508-26-000033","cik":"0000885508","ticker":"STRS","issuer_name":"STRATUS PROPERTIES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/885508/0000885508-26-000033-index.html","primary_entity_key":"0000885508","primary_entity_name":"STRATUS PROPERTIES INC"},"word_count":1279,"has_tables":true,"body_markdown":"Item 9.01. Financial Statements and Exhibits.\n\n(b) Pro forma financial information.\n\nThe 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).\n\nPresented below are the following unaudited pro forma financial statements:\n\n•Condensed consolidated balance sheet as of March 31, 2026, as adjusted assuming the Jones Crossing – Retail Disposition had occurred on March 31, 2026; and\n\n•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.\n\nThe 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.\n\nThe 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\n\nposition 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).\n\nSTRATUS PROPERTIES INC.\n\nUNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET\n\nMarch 31, 2026\n\n(In Thousands)\n\nHistorical (1)\n\nJones Crossing – Retail\n\nAdjustments (2)\nPro Forma\n\nASSETS\n\nCash and cash equivalents$73,539 $21,717 $95,256 \n\nRestricted cash757 — 757 \n\nReal estate held for sale8,477 — 8,477 \n\nReal estate under development187,095 — 187,095 \n\nLand available for development81,636 (5,552)76,084 \n\nReal estate held for investment, net166,068 (18,276)147,792 \n\nLease right-of-use assets10,071 (6,343)3,728 \n\nDeferred tax assets206 — 206 \n\nOther assets4,644 (1,982)2,662 \n\nTotal assets$532,493 $(10,436)$522,057 \n\nLIABILITIES AND EQUITY\n\nLiabilities:\n\nAccounts payable$9,891 $— $9,891 \n\nAccrued liabilities, including taxes10,171 (229)9,942 \n\nDebt143,759 (23,697)120,062 \n\nLease liabilities15,986 (10,488)5,498 \n\nDeferred gain717 — 717 \n\nOther liabilities1,541 (309)1,232 \n\nTotal liabilities182,065 (34,723)147,342 \n\nTotal equity350,428 24,287 374,715 \n\nTotal liabilities and equity$532,493 $(10,436)$522,057 \n\nNOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET\n\n(1)Stratus’ historical financial information has been derived from its First Quarter 2026 Form 10-Q.\n\n(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\n\nbalance of the project loan ($24.0 million). The pre-tax net cash proceeds exclude any settlement prorations upon closing of the transaction.\n\nA reconciliation of the sale price to net cash proceeds follows (in thousands):\n\nSale price$46,500 \n\nSelling costs(783)\n\nJones Crossing – Retail project loan principal balance(24,000)\n\nNet cash proceeds$21,717 \n\nSTRATUS PROPERTIES INC.\n\nUNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME\n\n(In Thousands)\n\nThree Months Ended March 31, 2026\n\nAdjustments\n\nHistorical (1)\n\nJones Crossing – Retail (2)\n\nOther (3)\nPro Forma\n\nRevenues$3,791 $(1,043)$— $2,748 \n\nCost of sales5,697 (780)— 4,917 \n\nGeneral and administrative expenses5,590 — — 5,590 \n\nH-E-B profit participation78 — — 78 \n\nGain on sale of assets(22,976)— — (22,976)\n\nOperating income (loss)15,402 (263)— 15,139 \n\nInterest expense, net(60)374 (314)— \n\nLoss on extinguishment of debt(383)— — (383)\n\nOther income, net666 — — 666 \n\n(Provision for) benefit from income taxes (5)\n(2,116)(19)66 (2,069)\n\nNet income and total comprehensive income13,509 92 (248)13,353 \n\nTotal comprehensive income attributable to noncontrolling interests(6,882)— — (6,882)\n\nNet income and total comprehensive income attributable to common stockholders$6,627 $92 $(248)$6,471 \n\nNet income per share attributable to common stockholders\n\nBasic$0.83 $0.81 \n\nDiluted$0.82 $0.80 \n\nWeighted-average common shares outstanding (6)\n\nBasic\n7,962 7,962 \n\nDiluted8,055 8,055 \n\nYear Ended December 31, 2025\n\nAdjustments\n\nHistorical (1)\n\nJones Crossing – Retail (2)\n\nOther (3)\nPro Forma\n\nRevenues$29,914 $(3,735)$— $26,179 \n\nCost of sales37,068 (3,061)— 34,007 \n\nGeneral and administrative expenses14,786 — — 14,786 \n\nGain on terminated ground leases (4)\n— (4,227)— (4,227)\n\nGain on sale of assets(32,730)(19,958)— (52,688)\n\nOperating income10,790 23,511 — 34,301 \n\nInterest expense, net(1,515)1,621 (705)(599)\n\nLoss on interest rate cap agreements(23)— — (23)\n\nLoss on extinguishment of debt(549)(139)— (688)\n\nOther loss, net(618)— — (618)\n\n(Provision for) benefit from income taxes (5)\n(5,281)(4,428)148 (9,561)\n\nNet income and total comprehensive income2,804 20,565 (557)22,812 \n\nTotal comprehensive loss attributable to noncontrolling interests9,178 — — 9,178 \n\nNet income and total comprehensive income attributable to common stockholders$11,982 $20,565 $(557)$31,990 \n\nNet income per share attributable to common stockholders\n\nBasic$1.49 $3.98 \n\nDiluted$1.47 $3.93 \n\nWeighted-average common shares outstanding (6)\n\nBasic8,035 8,035 \n\nDiluted8,147 8,147 \n\nNOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME\n\n(1)Stratus’ historical financial information has been derived from its First Quarter 2026 Form 10-Q and 2025 Form 10-K, as applicable.\n\n(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.\n\n(3)All periods presented include adjustments to capitalized interest and the corresponding effect on income taxes.\n\n(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.\n\n(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.\n\n(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.\n\n(d) Exhibits.\n\nExhibit NumberExhibit Title\n\n[2.1](https://www.sec.gov/Archives/edgar/data/885508/000088550826000027/exhibit21agreementofsalean.htm)[†](https://www.sec.gov/Archives/edgar/data/885508/000088550826000027/exhibit21agreementofsalean.htm)\nAgreement 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).\n\n99.1Press release dated June 26, 2026, titled “Stratus Properties Inc. Completes Sale of Jones Crossing – Retail for $46.5 Million.”\n\n104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.\n\n† 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.\n\nSIGNATURE\n\nPursuant 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.\n\nStratus Properties Inc.\n\nBy:/s/ Erin D. Pickens\n\nErin D. Pickens\n\n    \n\n Senior Vice President and\n\nChief Financial Officer\n\n(authorized signatory and\n\nPrincipal Financial Officer and\n\nPrincipal Accounting Officer)\n\nDate: June 26, 2026"}