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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 27, 2026
STAG
INDUSTRIAL, INC.
(Exact name of registrant as specified in its
charter)
| Maryland |
|
001-34907 |
|
27-3099608 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
100 Federal Street, 29th Floor
Boston,
Massachusetts 02110
(Address of principal executive offices, zip code)
Registrant’s telephone number, including
area code: (617) 574-4777
Not applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading symbols |
|
Name of each exchange on which
registered |
| Common stock, $0.01 par value per share |
|
STAG |
|
New
York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities and Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
| Item 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On October 27, 2026, STAG Industrial, Inc., a Maryland corporation
(the “Company”), and its operating partnership, STAG Industrial Operating Partnership, L.P., a Delaware limited partnership
(the “Operating Partnership”), entered into amendments (collectively, the “Amendments”) to (i) the
note purchase agreement, dated as of December 18, 2014, as amended, among the Company, the Operating Partnership and the noteholders named
therein, related to the outstanding $80 million of 4.42% senior unsecured notes, due December 30, 2026, and $20 million of 4.42% senior
unsecured notes, due February 20, 2027, (ii) the note purchase agreement, dated as of April 10, 2018, among the Company, the Operating
Partnership and the noteholders named therein, related to the $100 million of 4.27% senior unsecured notes, due June 13, 2028, and (iii)
the note purchase agreement, dated as of July 8, 2021, among the Company, the Operating Partnership and the noteholders named therein,
related to the $275.0 million of 2.80% senior unsecured notes, due September 29, 2031, and $50.0 million of 2.95% senior unsecured notes,
due September 28, 2033. The Amendments provide for the release of the Company’s property-owning subsidiaries from their respective
guaranty instruments if, among other conditions, the subsidiaries no longer guarantee other indebtedness. The other material terms of
each of the note purchase agreements remain unchanged.
The foregoing description of the Amendments does
not purport to be complete and is qualified in its entirety by reference to the Amendments, copies of which have been filed as Exhibits
10.1, 10.2 and 10.3 hereto, respectively.
| Item 2.03. | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
The information set forth under Item 1.01 of this report is incorporated
herein by reference.
| Item 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
Series C Unsecured Notes, Series E Unsecured Notes: Third Amendment to Note Purchase Agreement, dated as of October 27, 2026 |
| |
|
|
| 10.2 |
|
Series H Unsecured Notes: First Amendment to Note Purchase Agreement, dated as of October 27, 2026 |
| |
|
|
| 10.3 |
|
Series I Unsecured Notes, Series J Unsecured Notes: First Amendment to Note Purchase Agreement, dated as of October 27, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the XBRL document) |
SIGNATURES
Pursuant 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.
| |
STAG INDUSTRIAL, INC. |
| |
|
|
By: |
/s/ Jeffrey M. Sullivan |
| |
Name: |
Jeffrey M. Sullivan |
| |
Title: |
Executive Vice President, General Counsel and Secretary |
| Dated: October 29, 2026 |
|
|
