Document

S-8 POS 1 strs-formsx8posmarch262026.htm S-8 POS Document

As filed with the U.S. Securities and Exchange Commission on March 26, 2026.

Registration Statement No. 333-264997

Registration Statement No. 333-219823

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO:


FORM S-8 REGISTRATION STATEMENT NO. 333-264997
FORM S-8 REGISTRATION STATEMENT NO. 333-219823

UNDER THE SECURITIES ACT OF 1933

Stratus Properties Inc.

(Exact name of registrant as specified in its charter)


Delaware			72-1211572
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

212 Lavaca St. Suite 300 Austin, Texas			78701
(Address of Principal Executive Offices)			(Zip Code)


Stratus Properties Inc. 2022 Stock Incentive Plan
Stratus Properties Inc. 2017 Stock Incentive Plan

(Full title of the plans)

Kenneth N. Jones

General Counsel and Secretary

Stratus Properties Inc.

212 Lavaca St., Suite 300

Austin, Texas 78701

(Name and address of agent for service)

(512) 478-5788
(Telephone number, including area code, of agent for service)

Copy to:

Kelly C. Simoneaux

Jones Walker LLP

201 St. Charles Avenue, Suite 5100

New Orleans, Louisiana 70170-5100

(504) 582-8000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company ☒

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) to each of the below listed Registration Statements on Form S-8 (together, the “Prior Registration Statements”) of Stratus Properties Inc. (the “Registrant”) is being filed to terminate all offerings under the Prior Registration Statements and deregister any and all securities that remain unsold pursuant to the Prior Registration Statements.

1.Registration Statement on Form S-8, File No. 333-264997, filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 16, 2022, registering the offer and sale of 500,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), issuable pursuant to the Stratus Properties Inc. 2022 Stock Incentive Plan; and

2.Registration Statement on Form S-8, File No. 333-219823, filed with the Commission on August 9, 2017, registering the offer and sale of 180,000 shares of Common Stock, issuable pursuant to the Stratus Properties Inc. 2017 Stock Incentive Plan.

DEREGISTRATION OF UNSOLD SECURITIES

The Registrant has terminated all offerings of its securities under the Prior Registration Statements. In accordance with an undertaking made by the Registrant in the Prior Registration Statements to remove from registration by means of a post-effective amendment any securities registered under the Prior Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration by means of this Post-Effective Amendment any securities registered under the Prior Registration Statements that remain unsold as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Prior Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on March 26, 2026.

STRATUS PROPERTIES INC.


By:			/s/ Erin D. Pickens
			Erin D. Pickens
			Senior Vice President and Chief Financial Officer

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

SEC Form S-8 POS filed by Stratus Properties Inc.