DEFM14A

Description

Board Vote Recommendation

Approval of the plan of complete liquidation and dissolution of the Company (the “Plan of Liquidation”) (the “Plan of Liquidation Proposal”)

Approval of one or more adjournments of the 2026 Annual Meeting, if necessary or advisable as determined by the Board of Directors or a committee thereof (the “Adjournment Proposal”)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under Rule 14a-12

Stratus Properties Inc.
(Name of registrant as specified in its charter)

Not Applicable
(Name(s) of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

☐		No fee required.

☒		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

Notice of Annual Meeting of Stockholders

LOGO

DATE

Monday,

June 1, 2026

TIME

8:30 a.m.

Central Time

LOCATION

212 Lavaca Street

Suite 300

Austin, TX 78701

RECORD DATE

April 13, 2026

Items of Business

Board Recommendation

To elect three Class I directors

FOR each

nominee

To approve, on an advisory basis, the compensation of our named executive officers

FOR

To ratify, on an advisory basis, the appointment of CohnReznick LLP as our independent registered public accounting firm for 2026

FOR

To approve the plan of complete liquidation and dissolution of the Company (the “Plan of Liquidation”) (the “Plan of Liquidation Proposal”)

FOR

To approve one or more adjournments of the 2026 Annual Meeting, if necessary or advisable as determined by the Board of Directors or a committee thereof (the “Adjournment Proposal”)

FOR

Notice is hereby given that the 2026 annual meeting of stockholders (including any adjournment or postponement thereof, the “2026 Annual Meeting”) of Stratus Properties Inc., a Delaware corporation, (including, as the context requires, its consolidated subsidiaries, the “Company,” “Stratus,” “we,” “us” and “our”) will be held on Monday, June 1, 2026 at 8:30 a.m. Central Time, at 212 Lavaca Street, Suite 300, Austin, TX 78701 for the purposes set forth above. Stockholders will also transact such other business as may properly come before the 2026 Annual Meeting by or at the direction of the Board of Directors (the “Board”) or an authorized committee thereof. Only stockholders of record at the close of business on April 13, 2026 (the “record date”) are entitled to vote at the 2026 Annual Meeting. The accompanying proxy statement provides detailed information about the matters to be considered at the 2026 Annual Meeting. Please read it carefully.

The principal purpose of the Plan of Liquidation is to provide liquidity to our stockholders by selling our properties, paying our debts and distributing the net proceeds from liquidation to our stockholders.

The Company’s Board has carefully reviewed and considered the alternatives reasonably available to the Company at this time, the terms and conditions of the Plan of Liquidation and the types of transactions contemplated by the Plan of Liquidation, as well as the opinion of Eastdil Secured, the Company’s financial advisor in connection with the Company’s strategic review process, regarding its opinion as to the reasonableness, from a financial point of view, of our management’s estimated range of liquidating distributions equal to $29.73 to $37.69 per share of the Company’s common stock to be

paid to stockholders pursuant to the Plan of Liquidation. After considering the foregoing, among other things, the Board unanimously determined that a planned liquidation and dissolution of the Company pursuant to the Plan of Liquidation (the “Liquidation and Dissolution”), as more fully described in the accompanying proxy statement, will be more likely to maximize stockholder value at this time, as compared to the other strategic alternatives reasonably available to the Company at this time considered by the Board, and that the terms of the Plan of Liquidation are advisable and in the best interests of the Company and its stockholders and unanimously approved, subject to stockholder approval, the dissolution of the Company and, following the dissolution, the sale of all of the Company’s assets pursuant to the Plan of Liquidation. Accordingly, the Board unanimously recommends that you vote “FOR” the Plan of Liquidation Proposal.

In reaching these conclusions, the Board reviewed the other alternatives described in the enclosed proxy statement and considered a number of factors, each of which is discussed in more detail in the enclosed proxy statement. We currently estimate that if the Plan of Liquidation Proposal is approved by our stockholders and we are able to implement the Plan of Liquidation successfully, our liquidating distributions per share and, therefore, the amount of cash that you would receive for each share of our common stock that you then hold, would range between approximately $29.73 and $37.69 per share.

YOUR VOTE IS IMPORTANT. As discussed in the enclosed proxy statement, the Board believes that the Plan of Liquidation is the best strategic alternative reasonably available to the Company to maximize stockholder returns at this time. We cannot complete the dissolution and sale of all of our properties pursuant to the terms of the Plan of Liquidation without the approval of a majority of the outstanding shares of our common stock entitled to vote on the Plan of Liquidation Proposal.

To assure that your shares are represented at the 2026 Annual Meeting, please promptly mark, sign, date and return the enclosed proxy card in the postage-paid envelope provided, or vote by submitting your proxy by telephone or the Internet as instructed on the proxy card, whether or not you plan to attend the 2026 Annual Meeting. Please refer to “Information About the 2026 Annual Meeting” on page 99 of the attached proxy statement and the instructions on the proxy card. The Notice of 2026 Annual Meeting of Stockholders and Proxy Statement are first being made available to stockholders on or about April 24, 2026.

The enclosed proxy statement contains important information about the Company, the Plan of Liquidation and the 2026 Annual Meeting. We encourage you to read the enclosed proxy statement carefully and in its entirety before voting, including the section titled “Risk Factors Related to the Plan of Liquidation” beginning on page 76.

Thank you for your continued support of the Company.

By Order of the Board of Directors.

LOGO

KENNETH N. JONES

General Counsel & Secretary

April 24, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 1, 2026:

The proxy statement for the 2026 Annual Meeting and the Company’s 2025 annual report to stockholders

are available free of charge at: www.edocumentview.com/STRS.

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders may call toll-free: (888) 750-5830

Banks and Brokers may call collect: (212) 750-5833

LOGO

Proxy Statement

This proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board” or the “Board of Directors”) of Stratus Properties Inc., a Delaware corporation, for use at our 2026 annual meeting of stockholders (including any adjournment or postponement thereof, the “2026 Annual Meeting”). This Proxy Statement, along with a proxy card or voting instruction form, Notice of Annual Meeting of Stockholders and our Annual Report to Stockholders for the fiscal year ended December 31, 2025 (the “2025 annual report”) are first being mailed to our stockholders of record on or about April 24, 2026. References in this Proxy Statement to “Stratus,” the “Company,” “we,” “us,” “our” and similar terms refer to Stratus Properties Inc. and, as the context requires, its consolidated subsidiaries.

Table of Contents


	Page
Proxy Summary		1

2026 Annual Meeting of Stockholders		1
Agenda and Voting Recommendations		1
The Plan of Liquidation		2
Director Nominees		5
Board Composition Highlights		7
Board Skills, Experience and Background		8
Corporate Responsibility		8
Governance Highlights		9
Performance Highlights		10

Cautionary Statement		11

Corporate Governance		13

Corporate Governance Framework		13
Board Composition, Independence and Leadership Structure		13
Designated Director		14
Director Attendance and Meetings		14
Board Committees		14
Compensation Committee Procedures		16
Succession Planning for Senior Executives		17
Board Evaluation Process		18
Board’s Role in Oversight of Risk Management		19
Limitation on Additional Board and Committee Service		20
Director and Executive Officer Stock Ownership Guidelines		20
Insider Trading Policy		20
Anti-Hedging and Anti-Pledging Policies		21
Director Nomination Process and Board Refreshment		21
Stockholder Engagement		23

Director Compensation		23

2025 Cash Compensation		23
2025 Equity-Based Compensation		24


2025 Director Compensation			24

Proposal No. 1: Election of Directors			25

Vote Required to Elect Director Nominees			26
Recommendation of our Board of Directors			27

Information About Nominees and Continuing Directors			27

Stock Ownership of Directors, Director Nominees and Executive Officers			31

Stock Ownership of Certain Beneficial Owners			32

Executive Officer Compensation			33

Compensation Discussion and Analysis			33
Executive Summary			33
Objectives of Our Compensation Program			37
Components of Executive Compensation for 2025			37
Limited Executive Perquisites and No Special Retirement Benefits			42
Change of Control and Severance Benefits			42
Compensation Processes and Policies			43
Compensation Committee Report			45
Executive Compensation Tables			45
2025 Summary Compensation Table			45
Outstanding Equity Awards at December 31, 2025			46
Equity Compensation Plan Information			47
Potential Payments upon Termination or Change in Control			47
Pay Versus Performance			52
Relationship between Company Performance and Compensation Actually Paid			53

Proposal No. 2: Advisory Vote on the Compensation of Our Named Executive Officers			54
Vote Required to Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers			54
Recommendation of the Board of Directors			54

Audit Committee Report			55
Appointment of Independent Registered Public Accounting Firm; Financial Statement Review			55
Internal Audit			56

Independent Registered Public Accounting Firm			56
Fees and Related Disclosures for Accounting Services			56
Pre-Approval Policies and Procedures			56

Proposal No. 3: Ratification, on an Advisory Basis, of the Appointment of Our Independent Registered Public Accounting Firm for 2026			57
Vote Required to Ratify, on an Advisory Basis, the Appointment of Our Independent Registered Public Accounting Firm for 2026			57
Recommendation of the Board of Directors			57

Proposal No. 4: The Plan of Liquidation Proposal			57
General			57
Background of the Plan of Liquidation			57
Assessment of Strategic Alternatives			62
Reasons for the Plan of Liquidation			63
Amount and Timing of Distributions to Our Stockholders as a Result of the Liquidation			66
Calculation of the Range of Estimated Liquidating Distributions per Share of Common Stock			67
Opinion of Eastdil Secured			71
Risk Factors Related to the Plan of Liquidation			76
Overview of the Plan of Liquidation			81
U.S. Federal Income Tax Considerations			85


Interests of Our Directors and Executive Officers			92
Regulatory Matters; Third-Party Consents			96
Marketing and Sale Process for the Company’s Real Estate Assets			96
Vote Required to Approve the Plan of Liquidation Proposal			96
Recommendation of the Board of Directors			96

Proposal No. 5: The Adjournment Proposal			97
Vote Required to Approve the Adjournment Proposal			97
Recommendation of the Board of Directors			97

Certain Transactions			97

Information About the 2026 Annual Meeting			99
Why am I receiving these proxy materials?			99
What is a proxy?			100
When and where will the 2026 Annual Meeting be held?			100
What should I bring if I plan to attend the 2026 Annual Meeting in person?			100
Who is soliciting my proxy?			100
On what matters will I be voting?			100
How does the Board recommend that I cast my vote?			101
How many votes may I cast?			101
How many shares of Common Stock are eligible to be voted?			101
How many shares of Common Stock must be present to hold the 2026 Annual Meeting?			101
How do I vote?			102
What happens if I do not submit voting instructions for a proposal? What is discretionary voting? What is a broker non-vote?			103
Which proposals are considered “discretionary” and which are considered “non-discretionary”?			103
Will my shares be voted if I do nothing?			103
What vote is required, and how will my votes be counted, to elect the directors and to approve each of the other proposals discussed in this Proxy Statement?			105
What is the Plan of Liquidation?			106
Are there any risks related to the Plan of Liquidation?			106
Why did the Board approve the Plan of Liquidation?			106
What are the estimated liquidating distributions that stockholders will receive pursuant to the Plan of Liquidation?			106
Do the directors and executive officers of the Company have any interest in the Plan of Liquidation?			106
Will I still be able to sell or transfer my shares of Common Stock if stockholders approve the Plan of Liquidation Proposal?			107
When does the Company expect to complete the Liquidation and Dissolution of the Company pursuant to the Plan of Liquidation?			107
Am I entitled to appraisal or dissenters’ rights in connection with the Plan of Liquidation?			107
Can I revoke my proxy or change my voting instructions after I deliver my proxy or voting instructions?			107
How will we solicit proxies and who pays for soliciting proxies?			108
Could other matters be considered and voted upon at the 2026 Annual Meeting?			108
What happens if the 2026 Annual Meeting is postponed or adjourned?			108
Where can I find the voting results of the 2026 Annual Meeting?			108
Where You Can Find Additional Information			108
2027 Stockholder Proposals			109
ANNEX A: Methodology Used to Calculate Certain AIP Metrics			A-1
ANNEX B: The Plan of Liquidation			B-1
ANNEX C: Opinion of Eastdil Secured			C-1

We include website addresses throughout this Proxy Statement for reference only. The information contained or referenced on our website and other websites mentioned in this Proxy Statement are not a part of this Proxy Statement and are not deemed incorporated by reference into this Proxy Statement or any other public filing made with the Securities and Exchange Commission (“SEC”). Printed versions of these materials are available, free of charge, to any stockholder who requests them from our corporate secretary.

LOGO

Stratus Properties Inc.

212 Lavaca Street

Suite 300

Austin, Texas 78701

Proxy Summary

This summary highlights selected information contained elsewhere in this Proxy Statement, including the material terms of the Plan of Liquidation (as defined below), which is attached to this Proxy Statement as Annex B and would authorize the dissolution of the Company and the liquidation of its assets. This summary does not contain all of the information that you should consider before voting on the proposals in this Proxy Statement, and you should read the entire Proxy Statement, including the Annexes, carefully before voting. For more information regarding our 2025 performance, please review our 2025 annual report. For your convenience, we have included cross references to direct you to a more complete description of the topics described in this summary.

2026 Annual Meeting of Stockholders


Date:		Monday, June 1, 2026

Time:		8:30 a.m. Central Time

Place:		212 Lavaca Street Suite 300 Austin, TX 78701

Record Date:		April 13, 2026

Voting:		Stockholders at the close of business on the record date will be entitled to vote at the 2026 Annual Meeting. As of the record date for the 2026 Annual Meeting, 7,982,723 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) were issued and outstanding and entitled to vote at the 2026 Annual Meeting. Stockholders are entitled to one vote for each share of Common Stock held. A majority of these shares present in person or represented by proxy at the 2026 Annual Meeting will constitute a quorum for the transaction of business. For more information on voting, attending the 2026 Annual Meeting and other meeting information, please see “Information About the 2026 Annual Meeting” on page 99 of this Proxy Statement.

Agenda and Voting Recommendations


Item	Description	Board Vote Recommendation	Page

1	Election of three Class I directors	FOR each nominee	25

2	Approval, on an advisory basis, of the compensation of our named executive officers	FOR	54

3	Ratification, on an advisory basis, of the appointment of CohnReznick LLP (“CohnReznick”) as our independent registered public accounting firm for 2026	FOR	57

The Plan of Liquidation

The Company is seeking stockholder approval of the Plan of Liquidation Proposal at the 2026 Annual Meeting. The Plan of Liquidation was approved by the Board on March 24, 2026, subject to stockholder approval. The following is a brief summary of the material provisions of the Plan of Liquidation. The following summary is qualified in its entirety by reference to the full text of the Plan of Liquidation, which is attached to this Proxy Statement as Annex B and is incorporated herein by reference. We encourage you to read the Plan of Liquidation in its entirety.

Overview of the Plan of Liquidation

Pursuant to the Plan of Liquidation, we will among other things, undertake to:

•

dissolve the Company in accordance with applicable law and wind up our business and affairs;

•

dispose of all of our properties, which we expect to accomplish within 24 months after approval of the Plan of Liquidation, although the low-end of the Estimated Liquidating Distributions Per Share of Common Stock assumes completion within 36 months of such approval. Although we currently anticipate that we will sell our assets for cash and our discussion in this Proxy Statement contemplates that we will receive cash for the sale of our assets, the Plan of Liquidation provides that our assets may be sold for cash, notes or such other assets as may be conveniently liquidated or distributed to stockholders;

•

make initial and interim distributions of liquidation proceeds to our stockholders from time to time during the liquidation process and in accordance with applicable law;

•

pay or provide for our liabilities and expenses, which may include the purchase of insurance or the establishment of a reserve fund to provide for payment of contingent or unknown liabilities;

•

distribute the remaining proceeds of the liquidation to our stockholders after the payment of or provision for our liabilities and expenses, in accordance with our certificate of incorporation and bylaws and applicable law;

•

if we cannot sell our assets and pay our liabilities during the three-year period following the dissolution of the Company, or if the Board otherwise determines that it is advisable to do so, we may transfer our remaining assets and liabilities to a liquidating trust and distribute the beneficial interests in the liquidating trust to you; and

•

take such other actions as contemplated by the Plan of Liquidation attached hereto at Annex B and as contemplated by any amendments to the Plan of Liquidation that may be approved by the Board.

Authorization and Effectiveness

Following stockholder approval of the Plan of Liquidation, and at the time the Company determines is appropriate, the Company would file a certificate of dissolution with the Office of the Secretary of State of the State of Delaware in accordance with Section 275 of the Delaware General Corporation Law (“DGCL”). The dissolution would become effective when the certificate of dissolution is filed, or at any later date and time specified in the certificate of dissolution.

Survival Period

After the effective time of the certificate of dissolution, the Company will continue for a period of three years, or for a longer period if the Delaware Court of Chancery so directs, as a corporate body for the limited purposes of prosecuting and defending suits, settling and closing its business, disposing of and conveying its property, discharging its liabilities and distributing any remaining assets to its stockholders. During this period, the Company may not continue the business for which it was organized except to the extent necessary or appropriate to preserve or enhance value and wind up its affairs, and such other activities as the Company determines necessary to implement the dissolution as permitted under applicable law. Under the Plan of Liquidation, the Company (and its subsidiaries) may continue to develop and complete any projects or other activities that are in process (as determined by the Company) at the effective time of the dissolution of the Company, so long as the Company determines that doing so will increase or otherwise enhance the value of the project, property or asset for sale or other disposition.

Sale and Disposition of Assets

The Plan of Liquidation authorizes the Company, acting for itself and, as applicable, in its capacity as an equity holder, general partner or manager of direct or indirect subsidiaries or affiliates, to collect, sell, convey, transfer, assign, exchange, abandon or otherwise dispose of all or substantially all of its remaining non-cash property and assets in one or more transactions, on such terms and conditions as the Company, in its sole and absolute discretion, determines to be advisable and in the best interests of the Company and its stockholders, without further stockholder action, except as required by applicable law.

Calculation of the Range of Estimated Liquidating Distributions Per Share of Common Stock

The Company estimates that the liquidating distributions per share that may be distributed to stockholders will range from approximately $29.73 to $37.69 per share of Common Stock (the “Estimated Liquidating Distributions Per Share of Common Stock”). The estimated range of liquidating distributions per share, estimated as of December 31, 2025, as adjusted for material updates through March 21, 2026, is based upon (i) estimates of real estate sales values as discussed further below, (ii) the amount of indebtedness secured by the properties, including any estimated fees that the Company expects to incur at the time of the disposition of such properties for early payment thereof and other indebtedness of the Company, (iii) the amount of cash on hand, (iv) estimated cash flows to be generated by the continued operations of the Company during the liquidation process as reduced by working capital expenses assuming sales activity is completed (a) within 24 months after stockholder approval of the Plan of Liquidation for purposes of the high-end of the Estimated Liquidating Distributions Per Share of Common Stock and (b) within 36 months after stockholder approval of the Plan of Liquidation for purposes of the low-end of the Estimated Liquidating Distributions Per Share of Common Stock, (v) the estimated expenses to be incurred in connection with the sale of each property and the winding down and dissolution of the Company, and (vi) 8,179,774 shares of Common Stock outstanding on a fully-diluted basis. The Company estimated the liquidation values for each of the Company’s real estate assets based on a combination, as applicable, of the range of values provided in third-party appraisals for each property, Eastdil Secured and third-party brokers’ opinion of values, recent comparable sales transactions within each property’s

respective market, discounted cash flow projections for our assets, the Company’s cost basis for each property, the nature and characteristics of each respective asset, and management’s estimate of the value of such assets, taking into account market knowledge and the experience of management, in consultation with Eastdil Secured. Although the Company provided an estimated range for the Estimated Liquidating Distributions Per Share of Common Stock and intends to make distributions during the liquidation process, including making an initial liquidating distribution as soon as practicable after the effectiveness of the filing of the certificate of dissolution, the timing and amount of those distributions may vary based on a number of factors and no assurance can be given as to when, or whether, the Company will be able to make any liquidating distributions to the stockholders or the amount of any such distributions. See the sections of this Proxy Statement titled “Risk Factors Related to the Plan of Liquidation” and “Calculation of the Range of Estimated Liquidating Distributions Per Share of Common Stock.”

Delisting of Common Stock

In connection with the Plan of Liquidation, the Company currently expects that, at a future date as the Board determines and subject to applicable rules of The Nasdaq Stock Market (“NASDAQ”), it may voluntarily delist its Common Stock from NASDAQ in order to reduce the Company’s operating expenses and maximize the Estimated Liquidating Distributions Per Share of Common Stock. In the event the Company elects to voluntarily delist its Common Stock from NASDAQ, the Company would be required to comply with applicable NASDAQ and SEC procedures, including advance notice to Nasdaq and public notice requirements, before filing a Form 25.

Although the Company currently expects that the Common Stock will remain listed on NASDAQ until the Board makes such determination to voluntarily delist, NASDAQ may commence delisting proceedings against the Company at any time if (i) the Company and/or the Common Stock do not meet the continued listing standards of NASDAQ or (ii) NASDAQ exercises its discretionary authority to delist the Common Stock under NASDAQ Listing Rule 5110. Even if NASDAQ does not move to delist the Common Stock, the Company may voluntarily delist the Common Stock from NASDAQ in an effort to reduce the Company’s operating expenses and maximize the Estimated Liquidating Distributions Per Share of Common Stock. If the Common Stock is delisted from NASDAQ, stockholders may have difficulty trading their shares of Common Stock on the secondary market.

Termination of the Registration of Common Stock

The Common Stock is currently registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At such time as the Board deems appropriate, in addition to delisting the Common Stock from NASDAQ, the Board and the proper officers of the Company are authorized under the Plan of Liquidation to file a Form 15 (or take other appropriate action) to deregister the Common Stock under the Exchange Act.

Termination of Existence of the Company; Cancellation of Common Stock

The Plan of Liquidation authorizes the Board and the Company’s officers, when appropriate, to file a certificate of dissolution with the Delaware Secretary of State and to take any other appropriate and necessary action to dissolve the Company under the DGCL. Following the filing of the certificate of dissolution, the Company will continue in existence as provided under the DGCL for the purpose of winding up its affairs, including selling assets (after they have been developed to a stage the Company determines is advisable to enhance the sale value, as applicable), discharging liabilities and distributing any remaining assets to stockholders. Subject to the need for a liquidating trust (or other liquidating entity) and the terms of the Company’s governing documents, the distributions contemplated by the Plan of Liquidation will be in complete liquidation of the Company and, upon the complete distribution of all assets of the Company to the stockholders.

Amendment, Abandonment and Revocation

The Plan of Liquidation provides that, notwithstanding stockholder approval, the Board may modify, amend or abandon the Plan of Liquidation and the transactions contemplated by the Plan of Liquidation, without further stockholder action, to the extent permitted by the DGCL. Consistent with Section 275(e) of the DGCL, the Company expects that any abandonment of the dissolution without further stockholder action would occur, if at all, before the certificate of dissolution becomes effective. After the effective time of the dissolution, any revocation of the dissolution would be governed by Section 311 of the DGCL and would require, among other things, approval by the Board, approval by the requisite stockholders and the filing of a certificate of revocation of dissolution with the Office of the Delaware Secretary of State.

Accounting Treatment of Liquidation

The Company expects that the Plan of Liquidation would, at some time during the liquidation process, result in a change in the Company’s basis of accounting from the going-concern basis to the liquidation basis of accounting. Under the liquidation basis of accounting, the Company’s assets must be measured at the estimated amount of consideration the Company expects to collect, and the Company’s liabilities must be measured at contractual amounts due or the estimated amounts at which the liabilities are expected to be settled. Recorded liabilities will include the estimated costs associated with carrying out the Plan of Liquidation. Valuations of assets presented in the consolidated financial statements will represent management’s estimates, based on then-present facts and circumstances, of the net realizable values of assets. Estimated costs associated with carrying out the Plan of Liquidation based upon management’s assumptions will be included in the liabilities in the consolidated financial statements. Under the liquidation basis of accounting, the Company expects to present a statement of net assets in liquidation and a statement of changes in net assets in liquidation.

The valuation of assets and liabilities will require estimates and assumptions, and there will be substantial uncertainties in carrying out the provisions of the Plan of Liquidation. Net realized amounts recognized upon final sale and liquidation for the Company’s assets and the settlement amounts for liabilities may potentially differ from estimates recorded in the Company’s consolidated financial statements.

Absence of Appraisal Rights

Under Delaware law, our stockholders are not entitled to appraisal, dissenters’ or similar rights in connection with the Plan of Liquidation.

For more detailed information regarding the Plan of Liquidation and the Plan of Liquidation Proposal, see “Proposal No. 4: The Plan of Liquidation Proposal.”

U.S. Federal Income Tax Considerations

You are urged to read the discussion in the section titled “Proposal No. 4: The Plan of Liquidation Proposal — U.S. Federal Income Tax Considerations” and to consult your tax advisor as to the U.S. federal income tax considerations relevant to the Plan of Liquidation and the actions and transactions effected pursuant thereto, as well as the applicability and effect of any U.S. federal, state, local and non-U.S. tax laws.

Director Nominees

The Board is currently comprised of seven directors, who are divided into three director classes.

You are being asked to elect three Class I directors to serve on the Board until the 2029 annual meeting of stockholders (unless we do not hold an annual meeting of stockholders in 2029 due to the dissolution of the Company, as discussed in more detail elsewhere in this Proxy Statement), until their respective successors are duly elected and qualified or until their earlier resignation or removal. For more information about the background and qualifications of the director nominees and the entire Board, please see “Proposal No. 1: Election of Directors” on page 25 of this Proxy Statement and “Information About Nominees and Continuing Directors” on page 27 of this Proxy Statement. The Board’s nominees for Class I directors are:

Name

Age

Director
Since

Principal Occupation

Independent

Board

Committees

Laurie L.
Dotter

2021

Retired President of
Transwestern Corporate
Properties

Yes

Audit; Compensation

James E. Joseph

2015

Vice President,
Advancement & Innovation
and Executive Dean of the Madden College of Business and Economics at Le Moyne College

Yes

Compensation (Chair);
Nominating and Corporate Governance

Michael D. Madden

1992

Managing Partner of
BlackEagle Partners, LLC;
Chairman of the Board of
Hanover Advisors L.L.C.

Yes

Audit; Compensation

Board Composition Highlights

Board Skills, Experience and Background

The following tables illustrate the diverse mix of skills, experiences and backgrounds that qualify our directors for service on our Board and that contribute to our ability to create value for our stockholders. The table below is intended to highlight each director’s particular strengths, and an individual director may have other skills, experiences and personal attributes not highlighted in the table. Additional information about each director can be found under the heading “Information About Nominees and Continuing Directors” on page 27 of this Proxy Statement.

Skills and Experience

CEO / Executive Management Experience

✓

6 out of 7

Real Estate Industry Experience

✓

5 out of 7

Other Public Company Board Experience

✓

3 out of 7

Risk Management / Strategic Planning Experience

✓

7 out of 7

Public and Private Investment Experience

✓

4 out of 7

Banking / Finance Experience

✓

6 out of 7

Accounting and Financial Reporting Experience

✓

7 out of 7

Background*

Average

Tenure (Years)

14.0

Age (Years)

64.3

* As of the record date, April 13, 2026

We are committed to having a Board that is inclusive of a variety of backgrounds and experiences. Since 2020, we have added three independent directors to our Board: Neville L. Rhone, Jr., Kate B. Henriksen and Laurie L. Dotter. Additional information about each of these directors can be found under the heading “Information About Nominees and Continuing Directors” on page 27 of this Proxy Statement.

Corporate Responsibility

As a real estate development company centered in Austin, Texas, we have been on a sustainability journey for almost 20 years. We understand intuitively the intrinsic value that a healthy environment and people bring to our real estate development projects, our Company and our stakeholders.

With the guidance of our nominating and corporate governance committee, we maintain a corporate responsibility section on our website in order to share more information about our corporate responsibility and sustainability history and achievements as we continue to strive to be a leader in sustainable real estate development. Please visit our website at stratusproperties.com/corporate_responsibility/ for more information.

Governance Highlights

We are committed to strong and effective governance practices that are responsive to our stockholders. Our commitment to good corporate governance, including best practices that are part of our executive compensation program, is illustrated by the following practices:


Board Independence and Composition ✓ Regular review of Board composition and commitment to Board refreshment, including the addition of 3 independent directors to the Board since 2020 ✓ Strong Board independence: 6 out of 7 directors are independent ✓ 100% independent audit, compensation, and nominating and corporate governance committees ✓ Refreshed Board committee composition and leadership over the last 5 years ✓ Lead independent director with strong and clear responsibilities ✓ Race/ethnic and gender diversity among our directors and executive officers ✓ Balance of tenure among directors, with 3 out of 7 directors with tenures of 5 years or less and 2 with tenures between 6 and 15 years ✓ 2 out of 7 directors age 56 years or less, 3 between 57 and 65 and 2 age 66 and above, with an average age of our independent directors of approximately 64.8 years						Key Responsibilities, Policies and Guidelines ✓ Robust corporate governance guidelines ✓ Ethics and business conduct policy applies to all directors, officers, employees and affiliated and unaffiliated service providers with annual certification process ✓ Overboarding policy ✓ Nominating and corporate governance committee oversight of sustainability matters ✓ Compensation committee oversight of culture and human capital management ✓ Audit committee oversight of cybersecurity ✓ Audit committee oversight of corporate political contributions and expenditures ✓ Stock ownership guidelines for executive officers and non-employee directors

Board Performance and Stockholder Rights ✓ Annual performance evaluation of the Board and its committees overseen by the nominating and corporate governance committee ✓ Over 92% attendance at Board and Board committee meetings by all directors during 2025 ✓ Independent directors regularly meet in executive sessions without management present ✓ Redeemed stockholder rights agreement in response to 2021 stockholder vote ✓ One share, one vote standard						Executive Compensation ✓ Annual incentive plan effective in 2023, with awards primarily based on objective, pre-established annual performance goals ✓ Long-term incentive awards tied to profitability of our development projects and company performance ✓ Clawback policies applicable to incentive-based awards ✓ Anti-pledging and anti-hedging policies applicable to our executive officers ✓ “Double trigger” cash payments and equity acceleration after a change of control ✓ Independent compensation consultant engaged from time to time in the sole discretion of the compensation committee of the Board ✓ No excise tax gross-ups ✓ No retirement benefits that are not available to employees generally ✓ No excessive perquisites

Stockholder Engagement ✓ Engaged in dialogue with stockholders and stockholders’ representatives, including a stockholder representing 7.8% of our outstanding Common Stock who has a director designee on our Board

Performance Highlights


Financial		Consolidated cash and cash equivalents totaled $74.3 million at December 31, 2025, with $17.1 million available under our Comerica Bank revolving credit facility and no amounts drawn. We also extended the maturity on that facility to March 2028 and lowered the interest rate.
		Our Board approved an increase in our share repurchase program authorizing repurchases of up to $25.0 million of our Common Stock. During 2025, we acquired 153,849 shares of our common stock for approximately $3.1 million at an average price of $20.36 per share, and through March 31, 2026, acquired a total of 235,421 shares for approximately $5.2 million at an average price of $22.14 per share under the program.
		Sold three stabilized retail properties, West Killeen Market, Lantana Place, and Kingwood Place (closed January 2026), which generated an aggregate $50.9 million in pre-tax net cash proceeds to Stratus after repaying debt totaling $68.0 million.
		Refinanced or amended the Jones Crossing (closed March 2025), Lantana Place (closed January 2025) and The Saint June (closed September 2025) loans on improved terms, taking advantage of lower interest rates and the success of our projects and generating an aggregate $5.7 million in net cash proceeds in 2025. We also negotiated an extension of the maturity of our Annie B land loan.
		Established the Holden Hills Phase 2 partnership, which distributed $47.8 million in cash to us. We contributed the Holden Hills Phase 2 land to the partnership at an agreed value of approximately $95.7 million.
		Sold three Amarra Villas homes in Barton Creek for an aggregate $10.5 million in 2025, resulting in full repayment of the construction revolver. The project includes one completed home available for sale and one home is under contract for sale.
Portfolio		Concluded our strategic alternatives review and our Board approved the Plan of Liquidation.
		Completed construction and commenced lease-up of The Saint George, our 316-unit luxury wrap-style, multi-family property in north-central Austin.
		Completed road and utility infrastructure construction on Holden Hills Phase 1, our final large residential development within the Barton Creek community, which consists of 495 acres.
		Advanced the planning and permitting process for development of Barton Creek commercial and multi-family Holden Hills Phase 2, our approximately 570-acre tract located along Southwest Parkway adjacent to Holden Hills Phase 1.
		Advanced and managed our development portfolio, including continuing to adjust our development plans for Holden Hills Phases 1 and 2 and advancing entitlements for Circle C and the planned multi-family project in Lakeway.

Cautionary Statement

This Proxy Statement contains forward-looking statements in which Stratus discusses factors it believes may affect its future performance and business strategy. Forward-looking statements are all statements other than statements of historical fact, such as plans, projections or expectations related to the Plan of Liquidation, including the availability, timing and amount of potential future distributions to stockholders, the timing of asset sales and whether and when the sales of the retail component of Jones Crossing and the New Caney land will be completed, and Stratus’ estimated pre-tax proceeds from these sales. The words “anticipate,” “may,” “can,” “plan,” “believe,” “potential,” “estimate,” “expect,” “project,” “target,” “intend,” “likely,” “will,” “should,” “to be” and any similar expressions or statements are intended to identify those assertions as forward-looking statements.

Stratus cautions readers that forward-looking statements are not guarantees of future performance, and its actual results may differ materially from those anticipated, expected, projected or assumed in the forward-looking statements. Important factors that can cause Stratus’ actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to, the risks associated with the Plan of Liquidation, including the availability, timing and amount of the distributions to stockholders in connection with the Plan of Liquidation, including changes in the amount and timing of the total liquidating distributions, including as a result of unexpected levels of transaction costs, delayed or terminated closings, liquidation costs or unpaid or additional liabilities and obligations, the amounts that will need to be set aside by Stratus, the adequacy of such reserves to satisfy Stratus’ obligations, risks associated with third-party contracts containing consent and/or other provisions that may be triggered by the Plan of Liquidation, Stratus’ ability to favorably resolve potential tax claims, any litigation matters, including any litigation relating to the Plan of Liquidation and related matters, and other unresolved contingent liabilities, Stratus’ ability to successfully execute the Plan of Liquidation, including the ability to market and sell all or substantially all of Stratus’ assets, the amount of proceeds that might be realized from the sale or other disposition of Stratus’ assets, the application of, and any changes in, applicable tax laws, regulations, administrative practices, principles and interpretations, the incurrence of expenses and the diversion of management’s time in connection with the Plan of Liquidation, Stratus’ ability to retain and hire key personnel, consultants and other resources and maintain relationships with partners, suppliers, employees, stockholders and others as it carries out the Plan of Liquidation and on Stratus’ operating results and business generally, the possibility of converting to a liquidating trust or other liquidating entity, the possibility that Stratus’ stockholders will not approve the Plan of Liquidation, the ability of the Board to abandon, modify or delay implementation of the Plan of Liquidation, even after stockholder approval, potential adverse effects on Stratus’ stock price from the announcement, suspension or consummation of the Plan of Liquidation, the occurrence of any event, change or other circumstances, including market, regulatory and other factors, that could give rise to the termination of the Plan of Liquidation, whether Stratus and the purchasers will satisfy their respective obligations and conditions to closing under the agreement or offer, as applicable, for the retail component of Jones Crossing and the New Caney land in the anticipated timeframe or at all, Stratus’ ability to implement its business strategy successfully, including its ability to develop, construct and sell or lease properties on terms the Board considers acceptable, increases in operating and construction costs, including real estate taxes, maintenance and insurance costs, and the cost of building materials and labor, inflation and elevated interest rates, the effect of changes in tariffs and trade policies, supply chain constraints, Stratus’ ability to pay or refinance its debt, extend maturity dates of its loans or comply with or obtain waivers of financial and other covenants in debt agreements and to meet other cash obligations, availability of bank credit, defaults by contractors and subcontractors, declines in the market value of Stratus’ assets, market conditions or corporate developments that could preclude, impair or delay any opportunities with respect to plans to sell, recapitalize or refinance properties, a decrease in the demand for real estate in select markets in Texas where Stratus operates, particularly in Austin, changes in economic, market, tax, business and geopolitical conditions, potential U.S. or local economic downturn or recession, Stratus’ ability to obtain various entitlements and permits, changes in laws, regulations or the regulatory environment affecting

the development of real estate, and other factors described in more detail under the heading “Risk Factors” in Stratus’ Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC, and other documents Stratus filed from time to time with the SEC.

Investors are cautioned that many of the assumptions upon which Stratus’ forward-looking statements are based are likely to change after the date the forward-looking statements are made. Further, Stratus may make changes to its business plans that could affect its results. Stratus cautions investors that it undertakes no obligation to update any forward-looking statements, which speak only as of the date made, notwithstanding any changes in its assumptions, business plans, actual experience or other changes.

Corporate Governance

Corporate Governance Framework

We are committed to strong and effective governance practices that are responsive to our stockholders. Our corporate governance guidelines, along with our Amended and Restated Certificate of Incorporation, as amended (our “Charter”), our amended and restated by-laws (our “By-Laws”) and the charters of the standing committees of our Board, provide the framework for the governance of the Company and reflect the Board’s commitment to monitor the effectiveness of policy and decision making at both the Board and management levels. Our Charter, By-Laws, committee charters and corporate governance guidelines are available at stratusproperties.com under Investors–Corporate Governance. In addition, our Ethics and Business Conduct Policy is available at stratusproperties.com under Investors–Ethics and Business Conduct. Amendments to or waivers of our Ethics and Business Conduct Policy granted to any of our directors or executive officers will be published promptly on our website.

Board Composition, Independence and Leadership Structure

Our Board has primary responsibility for overseeing the management of our business and affairs. As of the date of this Proxy Statement, our Board consists of seven members, six of whom have been determined by our Board to be independent. On the basis of information solicited from each director, and upon the advice and recommendation of the nominating and corporate governance committee, our Board has affirmatively determined that none of Mses. Dotter and Henriksen and Messrs. Joseph, Madden, Porter and Rhone has any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and each is independent as defined in the director independence standards of NASDAQ, as currently in effect. In making these determinations, our Board, with assistance from the Company’s legal counsel, evaluated responses to a questionnaire completed annually by each director regarding relationships and possible conflicts of interest between each director, the Company and management. In its review of director independence, our Board and legal counsel considered all commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships that any director may have with the Company or management, including the relationships described in “Designated Director” on page 14 of this Proxy Statement and in “Certain Transactions” on page 97 of this Proxy Statement. Mr. Armstrong, the chairman of our Board, is not considered an independent director because he is also our president and chief executive officer and receives compensation for his services to the Company as a member of our management team. Our Board believes that the independent directors provide effective oversight of management.

Our Board understands there is no single approach to providing board leadership and does not have a fixed policy regarding the separation of the roles of chief executive officer and chairman of our Board. Our Board believes that Mr. Armstrong’s service as both chairman of our Board and as president and chief executive officer is in the best interest of the Company and our stockholders at this time. With over 30 years of leadership experience with the Company, Mr. Armstrong possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company and its operations. His experience and relationships in the Austin area and other select Texas markets have been central to the Company’s ability to secure and maintain entitlements and successfully develop and sell its properties. He is thus best positioned to develop agendas that ensure that our Board’s time and attention are focused on the most critical challenges and opportunities facing the Company. His combined role enables decisive leadership, ensures clear accountability, facilitates an efficient board process, and enhances our ability to communicate the Company’s message and strategy clearly and consistently to our stockholders, employees and customers.

Our Board recognizes the importance of having a strong independent board leadership structure to ensure accountability and to facilitate the effective performance of the Board in its role of

providing effective oversight of management. In 2013, our Board established the position of lead independent director. The role of our lead independent director is described in our corporate governance guidelines. On April 1, 2022, Dr. Joseph was appointed to serve a three-year term as lead independent director, which expired on April 1, 2025. On April 1, 2025, Dr. Joseph was reappointed to serve another three-year term as lead independent director, which expires on April 1, 2028. The lead independent director serves as a liaison between Mr. Armstrong and the independent directors, works with Mr. Armstrong in setting the agendas for Board meetings and, in Mr. Armstrong’s absence, chairs regular sessions of the Board. The lead independent director also sets the agenda and presides at all executive sessions of the independent directors. The lead independent director may be removed or replaced at any time with or without cause by a majority vote of our independent directors. In addition, our three standing committees are composed entirely of independent directors, and have the power and authority to engage legal, financial and other advisors as they may deem necessary, without consulting or obtaining the approval of the full Board or management.

Designated Director

Pursuant to an Investor Rights Agreement with Moffett Holdings, L.L.C. (“MHLLC”) dated March 15, 2012 (the “Investor Rights Agreement”), and subsequently assigned to LCHM Holdings, LLC (“LCHM Holdings”), Mr. Porter was appointed to our Board as the designated director of MHLLC and subsequently, LCHM Holdings. Mr. Porter continues to serve as the designated director of LCHM Holdings pursuant to the Investor Rights Agreement. Mr. Porter’s current term as a Class II director expires at the 2027 annual meeting of stockholders. For more information, see “Certain Transactions” on page 97 of this Proxy Statement.

Director Attendance and Meetings

Our Board held a total of six meetings during 2025. During 2025, each director attended over 92% of the total number of meetings of the Board and all committees of the Board on which he or she served during the periods of his or her Board membership and committee service. Directors are invited but not required to attend annual meetings of our stockholders. Messrs. Armstrong and Rhone, Dr. Joseph and Ms. Henriksen attended our 2025 annual meeting of stockholders, and Ms. Dotter and Mr. Porter participated in the meeting virtually.

Board Committees

To provide for effective direction and management of our business, our Board has established three standing committees: the audit committee, the compensation committee and the nominating and corporate governance committee. Each committee is composed entirely of independent directors.

During 2021 we refreshed the composition and size of our three standing committees and rotated all chair positions. Neville L. Rhone, Jr. became chair of the audit committee; James E. Joseph became chair of the compensation committee; and Kate B. Henriksen became chair of the nominating

and corporate governance committee. The following table identifies the current committee members, including each committee chair.


Name of Director

SEC Form DEFM14A filed by Stratus Properties Inc.