Stratus Properties Inc 2024年度报告

(Mark one) ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number:001-37716 Stratus Properties Inc.(Exact name of registrant as specified in its charter)Delaware72-1211572(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)212 Lavaca St., Suite 300Austin,Texas78701(Address of principal executive offices)(Zip Code) (512)478-5788 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.oYesþNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.þYesoNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files).þYesoNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,”and“emerginggrowthcompany”inRule12b-2oftheExchangeAct. 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of common stock held by non-affiliates of the registrant was $130.7million on June30, 2024. Common stock issued and outstanding was8,072,897shares on March 26, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement for its 2024 annual meeting of stockholders are incorporated by reference into Part III of this report. Table of Contents STRATUS PROPERTIES INC.TABLE OF CONTENTS Part IItems 1. and 2. Business and PropertiesItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresInformation About Our Executive Officers Part IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity SecuritiesItem 6. ReservedItems 7.and 7A. Management’s Discussion and Analysis of Financial Condition andResults of Operations and Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Part III Item 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and Services Part IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-K Summary Signatures PART I Items 1. and 2. Business and Properties All of our periodic reports filed with the United States (U.S.) Securities and Exchange Commission (SEC) pursuant toSection 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available, free of charge, through ourwebsite, “stratusproperties.com,” includin