STOCK TITAN

STAG Industrial (NYSE: STAG) lifts Q2 FFO and details $287M acquisitions

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

STAG Industrial, Inc. reported Q2 2026 net income attributable to common stockholders of $52.9 million, or $0.28 per basic and diluted share, up from $50.0 million, or $0.27, a year earlier. Core FFO rose to $127.7 million, or $0.65 per diluted share, with Same Store Cash NOI up 3.4% to $158.8 million.

The company acquired seven fully leased buildings totaling 2.63 million square feet for $287.1 million at a 6.1% Cash Capitalization Rate and sold three buildings year to date for $53.2 million. Operating Portfolio occupancy was 95.5% as of June 30, 2026, and leases commenced on 5.6 million square feet in the quarter generated 19.8% Cash Rent Change and 33.7% Straight‑Line Rent Change, with 75.7% retention.

STAG reported Net Debt to Annualized Run Rate Adjusted EBITDAre of 5.2x and Liquidity of $613.7 million. It continued using its ATM program, with 3.4 million shares sold on a forward basis at an average $39.00 per share and $70 million of net forward equity proceeds unsettled. The board declared a third‑quarter 2026 dividend of $0.3875 per share. Subsequent refinancing combined $350 million of term loans into a facility maturing January 16, 2032, at fixed rates of 3.53% through March 2027 and 4.79% thereafter.

Positive

  • Leasing economics strengthened, with Operating Portfolio leases on 5.6 million square feet in Q2 delivering 19.8% Cash Rent Change and 33.7% Straight‑Line Rent Change, alongside 75.7% tenant retention.

Negative

  • Profitability softened year to date, as net income attributable to common stockholders fell 18.7% to $114.8 million and diluted EPS declined 21.1% to $0.60 for the six months ended June 30, 2026, versus 2025.

Filing Explained

The $4.0 billion acquisition pipeline is not a committed purchase amount, while six-month net income attributable to common stockholders declined 18.7%.

This Form 8-K furnishes the company’s second-quarter results under Item 2.02 and identifies a $4.0 billion acquisition pipeline; the filing does not establish that amount as a committed purchase obligation.

The filing defines the pipeline as a point-in-time group of transactions that passed initial screening, including transactions under contract and non-binding letters of intent, so it is not evidence that the full amount will be purchased.

For the six months ended June 30, net income attributable to common stockholders was $114,839 thousand, down 18.7% from $141,316 thousand in the comparable 2025 period.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 net income attributable to common stockholders $52.9 million Three months ended June 30, 2026; up 5.8% year over year
Q2 2026 net income per diluted share $0.28 Three months ended June 30, 2026; up 3.7% year over year
Q2 2026 Core FFO $127.7 million Three months ended June 30, 2026; 6.0% higher than Q2 2025
Q2 2026 Core FFO per diluted share $0.65 Three months ended June 30, 2026; 3.2% growth vs Q2 2025
Q2 2026 Same Store Cash NOI $158.8 million Three months ended June 30, 2026; 3.4% increase year over year
Q2 2026 acquisitions $287.1 million Seven buildings, 2.63 million square feet; 6.1% Cash Capitalization Rate
Net Debt to Annualized Run Rate Adjusted EBITDAre 5.2x As of June 30, 2026
Liquidity $613.7 million Aggregate undrawn commitments plus cash as of June 30, 2026
Core FFO financial
"Core FFO per share / unit — diluted | $0.65 | $0.63"
Core FFO (Core Funds From Operations) is a real estate industry measure of a property owner's recurring cash earnings calculated by starting with net income and removing non-cash accounting items and one-time gains or losses so the number reflects ongoing operating performance. Investors use it like a trimmed-down paycheck: it helps compare cash-generating ability across periods and companies by focusing on the stable, repeatable income rather than temporary or accounting-driven swings.
Cash NOI financial
"Cash NOI | $172,221 | $161,688 | 6.5 %"
Cash NOI (cash net operating income) is the income a property or real-estate business actually produces from rents and operating expenses after removing accounting-only entries such as depreciation, straight‑line rent adjustments, and other non‑cash items. Investors use it as a clearer view of real, spendable cash flow — like checking a bank balance instead of a ledger — to judge a property’s ability to pay debt, fund distributions, and support valuation.
Adjusted EBITDA re financial
"Adjusted EBITDA re | $161,669 | $152,017 | 6.3 %"
Net Debt to Annualized Run Rate Adjusted EBITDAre financial
"As of June 30, 2026, Net Debt to Annualized Run Rate Adjusted EBITDAre was 5.2x"
Build-to-Suit development technical
"commenced a Build-to-Suit development project totaling 342,975 square feet"
Value Add Portfolio financial
"leases commenced totaling 204,629 square feet, respectively, related to Value Add assets"
Net income attributable to common stockholders (Q2 2026) $52.9 million up 5.8% vs Q2 2025
Net income per diluted share (Q2 2026) $0.28 up 3.7% vs Q2 2025
Core FFO (Q2 2026) $127.7 million up 6.0% vs Q2 2025
Core FFO per diluted share (Q2 2026) $0.65 up 3.2% vs Q2 2025
Same Store Cash NOI (Q2 2026) $158.8 million up 3.4% vs Q2 2025
Rental income (Q2 2026) $223.5 million from $207.4 million in Q2 2025

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FAQ

How did STAG (STAG) perform financially in Q2 2026?

STAG reported Q2 2026 net income attributable to common stockholders of $52.9 million, or $0.28 per basic and diluted share, compared with $50.0 million, or $0.27 per share, in Q2 2025, as rental income increased to $223.5 million.

What was STAG (STAG) Core FFO in Q2 2026?

Core FFO in Q2 2026 was $127.7 million, or $0.65 per diluted share, up from $120.5 million, or $0.63 per diluted share, in Q2 2025. The company also generated $101.4 million of Cash Available for Distribution in the quarter.

What acquisitions and dispositions did STAG (STAG) complete in Q2 2026?

In Q2 2026 STAG acquired seven buildings totaling 2.63 million square feet for $287.1 million at a 6.1% Cash Capitalization Rate. It sold two buildings for $23.1 million in the quarter and three buildings year to date for $53.2 million.

What were STAG (STAG) occupancy and leasing metrics for Q2 2026?

As of June 30, 2026, STAG’s total portfolio Occupancy Rate was 94.5% and its Operating Portfolio was 95.5%. Q2 Operating Portfolio leases on 5.6 million square feet produced 19.8% Cash Rent Change, 33.7% Straight‑Line Rent Change, and 75.7% retention.

What are STAG (STAG) leverage and liquidity levels as of June 30, 2026?

As of June 30, 2026, STAG reported Net Debt to Annualized Run Rate Adjusted EBITDAre of 5.2x and Liquidity of $613.7 million, reflecting available borrowing capacity under unsecured debt instruments plus unrestricted cash.

What dividend did STAG (STAG) declare for the third quarter of 2026?

The board authorized a Q3 2026 dividend of $0.3875 per share, payable October 15, 2026, to common stockholders and common unit holders of record as of September 30, 2026, continuing the company’s regular cash distribution policy.

What recent debt refinancing actions has STAG (STAG) taken?

Subsequent to quarter end, STAG refinanced and combined $350 million of term loans into a new facility maturing January 16, 2032, with a fixed interest rate of 3.53% until March 2027 and 4.79% thereafter, plus a five‑basis‑point savings across term loans and its Unsecured Credit Facility.
0001479094false00014790942026-07-282026-07-280001479094dei:FormerAddressMember2026-07-282026-07-28



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): July 28, 2026

STAG INDUSTRIAL, INC.
(Exact name of registrant as specified in its charter)
Maryland1-3490727-3099608
(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

One Federal Street, 23rd Floor
Boston, Massachusetts 02110
(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 classTrading symbol(s)Name of each exchange on which registered
Common stock, $0.01 par value per shareSTAGNew 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 2.02.     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 28, 2026, STAG Industrial, Inc. (the “Company”) issued a press release announcing its results of operations for the three and six months ended June 30, 2026, and its financial condition as of June 30, 2026. A copy of such press release is furnished as Exhibit 99.1 to this report. The press release referred to certain supplemental information that is available in the Investor Relations section of the Company’s website at www.stagindustrial.com.

As previously announced and as further detailed in the press release furnished with this report, the Company will conduct a conference call at 10:00 a.m. eastern time on Wednesday, July 29, 2026, to discuss its second quarter results of operations and financial condition.

The information in Item 2.02 of this report, including the information in the press release attached as Exhibit 99.1 to this report, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 2.02 of this report, including the information in the press release attached as Exhibit 99.1 to this report, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act of 1933, as amended.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.
Exhibit NumberDescription
99.1
Press release dated July 28, 2026
104Cover 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
Jeffrey M. Sullivan
Executive Vice President, General Counsel
and Secretary
Dated: July 28, 2026





staglogoa031a24.jpg
 
STAG INDUSTRIAL ANNOUNCES SECOND QUARTER 2026 RESULTS
 
Boston, MA — July 28, 2026 - STAG Industrial, Inc. (the “Company”) (NYSE:STAG), today announced its financial and operating results for the quarter ended June 30, 2026.

“The second quarter reflected sustained execution across our platform, supported by stabilizing industrial fundamentals,” said Bill Crooker, President and Chief Executive Officer of the Company. “STAG enters the back half of 2026 with an active pipeline, a fortified balance sheet, and clear momentum.”

Second Quarter 2026 Highlights

Reported $0.28 of net income per basic and diluted common share for the second quarter of 2026, compared to $0.27 of net income per basic and diluted common share for the second quarter of 2025. Reported $52.9 million of net income attributable to common stockholders for the second quarter of 2026, compared to net income attributable to common stockholders of $50.0 million for the second quarter of 2025.

Achieved $0.65 of Core FFO per diluted share for the second quarter of 2026, an increase of 3.2% compared to the second quarter of 2025 Core FFO per diluted share of $0.63.

Produced Same Store Cash NOI of $158.8 million for the second quarter of 2026, an increase of 3.4% compared to the second quarter of 2025 of $153.6 million.

Acquired seven buildings in the second quarter of 2026, consisting of 2.6 million square feet, for $287.1 million, with a Cash Capitalization Rate of 6.1% and a Straight-Line Capitalization Rate of 6.8%.

Sold two buildings in the second quarter of 2026, consisting of 299,467 square feet, for $23.1 million.

Achieved an Occupancy Rate of 94.5% on the total portfolio and 95.5% on the Operating Portfolio as of June 30, 2026.

Commenced Operating Portfolio leases of 5.6 million square feet for the second quarter of 2026, resulting in a Cash Rent Change and Straight-Line Rent Change of 19.8% and 33.7%, respectively.

Experienced 75.7% Retention for 6.0 million square feet of leases expiring in the quarter.

Commenced a Build-to-Suit development project totaling 342,975 square feet of warehouse and distribution space at 3400 Discovery Boulevard in Dallas, Texas.

Signed three leases totaling 152,824 square feet of warehouse and distribution space across the Company's development projects.

Subsequent to quarter end, refinanced and combined $150 million term loan A and $200 million term loan F, which were scheduled to mature in March 2027 and now matures January 16, 2032.

Subsequent to quarter end, signed a lease totaling 47,113 square feet of warehouse and distribution space at the Company's development project at 6980 Resource Drive in Reno, Nevada.

Please refer to the Non-GAAP Financial Measures and Other Definitions section at the end of this release for definitions of capitalized terms used in this release.
The Company will host a conference call tomorrow, Wednesday, July 29, 2026 at 10:00 a.m. (Eastern Time), to discuss the quarter’s results and provide information about acquisitions, operations, capital markets and corporate activities. Details of the call can be found at the end of this release.
1


Key Financial Measures 

SECOND QUARTER & YEAR TO DATE 2026 KEY FINANCIAL MEASURES
 Three months ended June 30,Six months ended June 30,
Metrics20262025% Change20262025% Change
(in $000s, except per share data)   
Net income attributable to common stockholders$52,878$49,9635.8 %$114,839$141,316(18.7)%
Net income per common share — basic $0.28$0.273.7 %$0.60$0.76(21.1)%
Net income per common share — diluted$0.28$0.273.7 %$0.60$0.76(21.1)%
Cash NOI$172,221$161,6886.5 %$342,137$318,8857.3 %
Same Store Cash NOI (1)
$158,808$153,5573.4 %$317,593$305,7623.9 %
Adjusted EBITDAre
$161,669$152,0176.3 %$320,670$298,4307.5 %
Core FFO$127,710$120,5066.0 %$254,289$235,7607.9 %
Core FFO per share / unit — basic$0.66$0.634.8 %$1.31$1.245.6 %
Core FFO per share / unit — diluted$0.65$0.633.2 %$1.30$1.244.8 %
Cash Available for Distribution$101,409$98,8292.6 %$211,114$205,3152.8 %
(1) The Same Store pool accounted for 90.7% of the total portfolio square footage as of June 30, 2026.
Definitions of the above-mentioned non-GAAP financial measures, together with reconciliations to net income (loss) in accordance with GAAP, appear at the end of this release. Please also see the Company’s supplemental information package for additional disclosure.
Acquisition, Development and Disposition Activity
For the three months ended June 30, 2026, the Company acquired seven buildings for $287.1 million with an Occupancy Rate of 100.0% upon acquisition. The chart below details the acquisition activity for the quarter:

SECOND QUARTER 2026 ACQUISITION ACTIVITY
MarketDate AcquiredSquare FeetBuildingsPurchase Price ($000s)W.A. Lease Term (Years)Cash Capitalization RateStraight-Line Capitalization Rate
Greenville, SC5/26/2026560,2401$62,3739.5
Chicago, IL5/26/2026246,446131,4937.4
Cleveland, OH6/11/2026280,614134,7265.0
Indianapolis, IN6/17/2026826,687284,7329.1
Kansas City, KS6/23/2026574,732155,4937.4
Greenville, SC6/29/2026141,960118,3229.1
Total / weighted average2,630,6797$287,1398.26.1%6.8%

The chart below details the 2026 acquisition activity and pipeline through July 27, 2026:

2026 ACQUISITION ACTIVITY AND PIPELINE DETAIL
Square FeetBuildingsPurchase Price ($000s)W.A. Lease Term (Years)Cash Capitalization RateStraight-Line Capitalization Rate
Q1748,8331$80,71312.46.1%7.3%
Q22,630,6797287,1398.26.1%6.8%
Total / weighted average3,379,5128$367,8529.26.1%6.9%
Pipeline35.1 million145$4.0 billion

Additionally, in the second quarter, the Company acquired two vacant land parcels for $20.5 million.

The chart below details the disposition activity for the six months ended June 30, 2026:

2026 DISPOSITION ACTIVITY
Square FeetBuildingsSale Price ($000s)
Q1584,3011$30,100
Q2299,467223,088
Total883,7683$53,188
2


Leasing Activity
The chart below details the leasing activity for leases commenced during the three months ended June 30, 2026:

SECOND QUARTER 2026 OPERATING PORTFOLIO LEASING ACTIVITY
Lease TypeSquare FeetLease CountW.A. Lease Term (Years)Cash
Base Rent
$/SF
SL Base Rent
$/SF
Lease
Commissions
$/SF
Tenant Improvements $/SF
Cash Rent Change
SL Rent ChangeRetention
New Leases1,066,90685.2$7.87$7.91$2.85$0.2314.7%20.4%
Renewal Leases4,553,196285.9$6.24$6.71$1.37$0.2621.4%38.0%75.7%
Total / weighted average5,620,102365.8$6.55$6.94$1.65$0.2519.8%33.7%
The chart below details the leasing activity for leases commenced during the six months ended June 30, 2026:

2026 YEAR TO DATE OPERATING PORTFOLIO LEASING ACTIVITY
Lease TypeSquare FeetLease CountW.A. Lease Term (Years)Cash
Base Rent
$/SF
SL Base Rent
$/SF
Lease
Commissions
$/SF
Tenant Improvements $/SF
Cash Rent Change
SL Rent ChangeRetention
New Leases2,516,949167.1$6.72$7.11$2.60$0.3224.3%38.9%
Renewal Leases9,099,353575.8$6.10$6.52$1.24$0.1819.2%35.9%72.5%
Total / weighted average11,616,302736.1$6.23$6.65$1.53$0.2120.3%36.6%
Additionally, for the three and six months ended June 30, 2026, leases commenced totaling 204,629 and 385,653 square feet, respectively, related to Value Add assets and first generation leasing. These are excluded from the Operating Portfolio statistics above.
The Company commenced a Build-to-Suit development project totaling 342,975 square feet of warehouse and distribution space at 3400 Discovery Boulevard in Dallas, Texas.
The Company signed a lease totaling 72,900 square feet of warehouse and distribution space at the Company's development project at 452 Casual Drive in Greenville, South Carolina. This building is now 100% leased.
The Company signed a lease totaling 44,980 square feet of warehouse and distribution space at the Company's development project at 2745 Piedmont Commerce Street SW in Charlotte, North Carolina. This building is now 90% leased.
The Company signed a lease totaling 34,944 square feet of warehouse and distribution space at the Company's development project at 6508 Powell Road in Tampa, Florida. This building is now 25% leased.
Subsequent to quarter end, the Company signed a lease totaling 47,113 square feet of warehouse and distribution space at the Company's development project at 6980 Resource Drive in Reno, Nevada. This building is now 62% leased.
Year to date, the Company signed seven leases totaling 677,528 square feet of warehouse and distribution space across the Company's development projects.
As of July 27, 2026, addressed 91.7% of expected 2026 new and renewal leasing, consisting of 16.6 million square feet, achieving Cash Rent Change of 20.5%.
Capital Markets Activity
As of July 27, 2026, the Company sold 3.4 million shares on a forward basis under the ATM common stock offering program at an average gross price of $39.00 per share, or $131.3 million in the aggregate, during the year.
The Company does not initially receive any proceeds from the sale of shares on a forward basis and has until the agreed-upon maturity date (typically one year) to settle the forward contract.
In the second quarter of 2026, the Company received net proceeds of $59.8 million related to forward sales that occurred during the year under the Company's ATM offering program.
The Company has total forward equity net proceeds of $70 million available unsettled as of July 27, 2026.
As of June 30, 2026, Net Debt to Annualized Run Rate Adjusted EBITDAre was 5.2x and Liquidity was $613.7 million.
3


Subsequent to quarter end, on July 1, 2026, the Company paid at maturity $50 million of fixed rate senior unsecured notes.
Subsequent to quarter end, on July 16, 2026, the Company refinanced and combined $150 million term loan A and $200 million term loan F, which were scheduled to mature in March 2027. The new term loan, totaling $350 million in principal, now matures January 16, 2032. The new term loan bears an aggregate fixed interest rate, inclusive of interest rate swaps, of 3.53% until March 2027 and will bear an aggregate fixed interest rate, inclusive of interest rate swaps, of 4.79% from March 2027 through January 16, 2032. Through the refinance, the Company also obtained a five basis points savings across all term loans and the Unsecured Credit Facility.
Quarterly Dividend Declaration
On July 27, 2026, the Company's Board of Directors authorized a dividend in the amount of $0.3875 per share for the third quarter of 2026, payable in cash on October 15, 2026, to common stockholders and common unit holders of record as of September 30, 2026.
Conference Call
The Company will host a conference call tomorrow, Wednesday, July 29, 2026, at 10:00 a.m. (Eastern Time) to discuss the quarter’s results.  The call can be accessed live over the phone toll-free by dialing (877) 407-4018, or for international callers, (201) 689-8471.  A replay will be available shortly after the call and can be accessed by dialing (844) 512-2921, or for international callers, (412) 317-6671.  The passcode for the replay is 13761520.
Interested parties may also listen to a simultaneous webcast of the conference call by visiting the Investor Relations section of the Company’s website at www.stagindustrial.com, or by clicking on the following link:
 
http://ir.stagindustrial.com/QuarterlyResults

Supplemental Schedule
 
The Company has provided a supplemental information package with additional disclosure and financial information on its website (www.stagindustrial.com) under the “Quarterly Results” tab in the Investor Relations section.

4


CONSOLIDATED BALANCE SHEETS
STAG Industrial, Inc.
(unaudited, in thousands, except share data) 
 June 30, 2026December 31, 2025
Assets  
Rental Property:  
Land$848,814 $811,569 
Buildings and improvements, net of accumulated depreciation of $1,213,281 and $1,119,931, respectively
5,818,778 5,593,471 
Deferred leasing intangibles, net of accumulated amortization of $458,083 and $425,502, respectively
401,767 394,967 
Total rental property, net7,069,359 6,800,007 
Cash and cash equivalents65,886 14,910 
Restricted cash670 85,973 
Tenant accounts receivable161,064 156,458 
Prepaid expenses and other assets115,064 104,484 
Interest rate swaps19,191 13,529 
Operating lease right-of-use assets31,596 32,708 
Assets held for sale, net14,165 — 
Total assets$7,476,995 $7,208,069 
Liabilities and Equity  
Liabilities:  
Unsecured credit facility$449,000 $262,000 
Unsecured term loans, net1,021,854 1,021,341 
Unsecured notes, net1,967,768 1,966,994 
Mortgage note, net3,870 3,980 
Accounts payable, accrued expenses and other liabilities129,600 135,397 
Interest rate swaps1,310 
Tenant prepaid rent and security deposits59,754 59,225 
Dividends and distributions payable76,239 24,187 
Deferred leasing intangibles, net of accumulated amortization of $34,309 and $34,098, respectively
23,616 25,566 
Operating lease liabilities36,037 37,040 
Total liabilities$3,767,740 $3,537,040 
Equity:  
Preferred stock, par value $0.01 per share, 20,000,000 shares authorized at June 30, 2026 and December 31, 2025; none issued or outstanding
— — 
Common stock, par value $0.01 per share, 300,000,000 shares authorized at June 30, 2026 and December 31, 2025, 192,803,274 and 191,005,261 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively
1,928 1,910 
Additional paid-in capital4,679,282 4,616,888 
Cumulative dividends in excess of earnings(1,068,884)(1,034,954)
Accumulated other comprehensive income18,690 11,853 
Total stockholders’ equity3,631,016 3,595,697 
Noncontrolling interest in operating partnership74,249 71,342 
Noncontrolling interest in joint ventures3,990 3,990 
Total equity$3,709,255 $3,671,029 
Total liabilities and equity$7,476,995 $7,208,069 
5


CONSOLIDATED STATEMENTS OF OPERATIONS
STAG Industrial, Inc.
(unaudited, in thousands, except per share data)
Three months ended June 30,Six months ended June 30,
 2026202520262025
Revenue            
Rental income$223,528 $207,438 $447,376 $412,800 
Other income841 155 1,200 367 
Total revenue224,369 207,593 448,576 413,167 
Expenses   
Property45,028 40,403 92,344 84,081 
General and administrative13,543 12,901 27,398 26,207 
Depreciation and amortization82,246 74,473 160,840 148,373 
Loss on impairment— 888 — 888 
Other expenses455 (58)893 514 
Total expenses141,272 128,607 281,475 260,063 
Other income (expense)   
Interest and other income 65 161 
Interest expense(37,495)(33,618)(73,380)(66,147)
Gain on involuntary conversion — — — 1,855 
Gain on the sales of rental property, net8,346 5,692 23,445 55,605 
Total other income (expense)(29,084)(27,923)(49,774)(8,679)
Net income$54,013 $51,063 $117,327 $144,425 
Less: income attributable to noncontrolling interest in operating partnership1,096 1,058 2,411 3,022 
Net income attributable to STAG Industrial, Inc.$52,917 $50,005 $114,916 $141,403 
Less: amount allocated to participating securities39 42 77 87 
Net income attributable to common stockholders$52,878 $49,963 $114,839 $141,316 
Weighted average common shares outstanding — basic191,180 186,535 191,088 186,502 
Weighted average common shares outstanding — diluted191,332 186,910 191,285 186,834 
Net income per share — basic and diluted    
Net income per share attributable to common stockholders — basic$0.28 $0.27 $0.60 $0.76 
Net income per share attributable to common stockholders — diluted$0.28 $0.27 $0.60 $0.76 
6


RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
STAG Industrial, Inc.
(unaudited, in thousands) 
Three months ended June 30,Six months ended June 30,
2026202520262025
NET OPERATING INCOME RECONCILIATION
Net income$54,013 $51,063 $117,327 $144,425 
General and administrative13,543 12,901 27,398 26,207 
Depreciation and amortization82,246 74,473 160,840 148,373 
Interest and other income(65)(3)(161)(8)
Interest expense37,495 33,618 73,380 66,147 
Loss on impairment— 888 — 888 
Gain on involuntary conversion — — — (1,855)
Other expenses455 (58)893 514 
Gain on the sales of rental property, net(8,346)(5,692)(23,445)(55,605)
Net operating income$179,341 $167,190 $356,232 $329,086 
Net operating income$179,341 $167,190 $356,232 $329,086 
Rental property straight-line rent adjustments, net(6,792)(4,859)(13,258)(8,974)
Amortization of above and below market leases, net(328)(643)(837)(1,227)
Cash net operating income$172,221 $161,688 $342,137 $318,885 
Cash net operating income$172,221 
Cash NOI from acquisition and disposition timing3,118 
Cash termination, solar and other income(929)
Run Rate Cash NOI$174,410 
Same Store Portfolio NOI
Total NOI$179,341 $167,190 $356,232 $329,086 
Less: NOI non-same-store properties(14,047)(5,937)(26,376)(10,376)
Termination, solar and other adjustments, net(1,917)(1,370)(2,621)(1,782)
Same Store NOI$163,377 $159,883 $327,235 $316,928 
Less: straight-line rent adjustments, net(4,286)(5,669)(8,899)(9,874)
Plus: amortization of above and below market leases, net(283)(657)(743)(1,292)
Same Store Cash NOI$158,808 $153,557 $317,593 $305,762 
EBITDA FOR REAL ESTATE (EBITDAre) RECONCILIATION
Net income$54,013 $51,063 $117,327 $144,425 
Depreciation and amortization82,246 74,473 160,840 148,373 
Interest and other income(65)(3)(161)(8)
Interest expense37,495 33,618 73,380 66,147 
Loss on impairment— 888 — 888 
Gain on the sales of rental property, net(8,346)(5,692)(23,445)(55,605)
EBITDAre
$165,343 $154,347 $327,941 $304,220 
ADJUSTED EBITDAre RECONCILIATION
EBITDAre
$165,343 $154,347 $327,941 $304,220 
Straight-line rent adjustments, net(6,875)(4,935)(13,425)(9,125)
Amortization of above and below market leases, net(328)(643)(837)(1,227)
Non-cash compensation expense3,521 3,248 6,983 6,430 
Non-recurring other items— (13)
Gain on involuntary conversion — — — (1,855)
Adjusted EBITDAre
$161,669 $152,017 $320,670 $298,430 
7


RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
STAG Industrial, Inc.
(unaudited, in thousands, except per share data)
Three months ended June 30,Six months ended June 30,
2026202520262025
CORE FUNDS FROM OPERATIONS RECONCILIATION
Net income$54,013 $51,063 $117,327 $144,425 
Rental property depreciation and amortization82,175 74,386 160,684 148,200 
Loss on impairment— 888 — 888 
Gain on the sales of rental property, net(8,346)(5,692)(23,445)(55,605)
Funds from operations$127,842 $120,645 $254,566 $237,908 
Amount allocated to restricted shares of common stock and unvested units(132)(139)(277)(293)
Funds from operations attributable to common stockholders and unit holders$127,710 $120,506 $254,289 $237,615 
Funds from operations attributable to common stockholders and unit holders$127,710 $120,506 $254,289 $237,615 
Gain on involuntary conversion — — — (1,855)
Core funds from operations$127,710 $120,506 $254,289 $235,760 
Weighted average common shares and units
Weighted average common shares outstanding191,180 186,535 191,088 186,502 
Weighted average units outstanding3,692 3,697 3,722 3,706 
Weighted average common shares and units - basic194,872 190,232 194,810 190,208 
Dilutive shares152 375 197 332 
Weighted average common shares, units, and other dilutive shares - diluted195,024 190,607 195,007 190,540 
Core funds from operations per share / unit - basic$0.66 $0.63 $1.31 $1.24 
Core funds from operations per share / unit - diluted$0.65 $0.63 $1.30 $1.24 
CASH AVAILABLE FOR DISTRIBUTION RECONCILIATION
Core funds from operations$127,710 $120,506 $254,289 $235,760 
Amount allocated to restricted shares of common stock and unvested units132 139 277 293 
Non-rental property depreciation and amortization71 87 156 173 
Straight-line rent adjustments, net(6,875)(4,935)(13,425)(9,125)
Capital expenditures(12,563)(10,996)(21,215)(15,975)
Capital expenditures reimbursed by tenants(528)(689)(528)(794)
Lease commissions and tenant improvements(11,427)(9,868)(18,162)(14,085)
Non-cash portion of interest expense1,368 1,337 2,739 2,638 
Non-cash compensation expense3,521 3,248 6,983 6,430 
Cash available for distribution$101,409 $98,829 $211,114 $205,315 

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Non-GAAP Financial Measures and Other Definitions
 
Acquisition Capital Expenditures: We define Acquisition Capital Expenditures as capital expenditures identified at the time of acquisition. Acquisition Capital Expenditures also include new lease commissions and tenant improvements for space that was not occupied under the Company's ownership.

Cash Available for Distribution: Cash Available for Distribution represents Core FFO, excluding non-rental property depreciation and amortization, straight-line rent adjustments, non-cash portion of interest expense, non-cash compensation expense, and deducts capital expenditures reimbursed by tenants, capital expenditures, leasing commissions and tenant improvements, and severance costs.

Cash Available for Distribution should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further, these measurements should be compared with our reported net income or net loss in accordance with GAAP, as presented in our consolidated financial statements.

Cash Available for Distribution excludes, among other items, depreciation and amortization and capture neither the changes in the value of our buildings that result from use or market conditions of our buildings, all of which have real economic effects and could materially impact our results from operations, the utility of these measures as measures of our performance is limited. In addition, our calculation of Cash Available for Distribution may not be comparable to similarly titled measures disclosed by other REITs.

Cash Capitalization Rate: We define Cash Capitalization Rate as calculated by dividing (i) the Company’s estimate of year one cash net operating income from the applicable property’s operations stabilized for occupancy (post-lease-up for vacant properties), which does not include termination income, solar income, miscellaneous other income, capital expenditures, general and administrative costs, reserves, tenant improvements and leasing commissions, credit loss, or vacancy loss, by (ii) the GAAP purchase price plus estimated Acquisition Capital Expenditures. These Capitalization Rate estimates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including those risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025.

Cash Rent Change: We define Cash Rent Change as the percentage change in the base rent of the lease commenced during the period compared to the base rent of the Comparable Lease for assets included in the Operating Portfolio. The calculation compares the first base rent payment due after the lease commencement date compared to the base rent of the last monthly payment due prior to the termination of the lease, excluding holdover rent. Rent under gross or similar type leases are converted to a net rent based on an estimate of the applicable recoverable expenses.

Comparable Lease: We define a Comparable Lease as a lease in the same space with a similar lease structure as compared to the previous in-place lease, excluding new leases for space that was not occupied under our ownership.

Earnings before Interest, Taxes, Depreciation, and Amortization for Real Estate (EBITDAre), Adjusted EBITDAre, Annualized Adjusted EBITDAre, Run Rate Adjusted EBITDAre, and Annualized Run Rate Adjusted EBITDAre: We define EBITDAre in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). EBITDAre represents net income (loss) (computed in accordance with GAAP) before interest expense, interest and other income, tax, depreciation and amortization, gains or losses on the sale of rental property, and loss on impairments. Adjusted EBITDAre further excludes straight-line rent adjustments, non-cash compensation expense, amortization of above and below market leases, net, gain (loss) on involuntary conversion, debt extinguishment and modification expenses, and other non-recurring items.

We define Annualized Adjusted EBITDAre as Adjusted EBITDAre multiplied by four.

We define Run Rate Adjusted EBITDAre as Adjusted EBITDAre plus incremental Adjusted EBITDAre adjusted for a full period of acquisitions and dispositions. Run Rate Adjusted EBITDAre does not reflect the Company’s historical results and does not predict future results, which may be substantially different.

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We define Annualized Run Rate Adjusted EBITDAre as Run Rate Adjusted EBITDAre excluding allowable one-time items multiplied by four plus allowable one-time items.

EBITDAre, Adjusted EBITDAre, and Run Rate Adjusted EBITDAre should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further, EBITDAre, Adjusted EBITDAre, and Run Rate Adjusted EBITDAre should be compared with our reported net income or net loss in accordance with GAAP, as presented in our consolidated financial statements. We believe that EBITDAre, Adjusted EBITDAre, and Run Rate Adjusted EBITDAre are helpful to investors as supplemental measures of the operating performance of a real estate company because they are direct measures of the actual operating results of our properties. We also use these measures in ratios to compare our performance to that of our industry peers.

Funds from Operations (FFO) and Core FFO: We define FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, gains (losses) from sales of land, impairment write-downs of depreciable real estate, rental property depreciation and amortization (excluding amortization of deferred financing costs and fair market value of debt adjustment) and after adjustments for unconsolidated partnerships and joint ventures. Core FFO excludes debt extinguishment and modification expenses and other expenses, gain (loss) on involuntary conversion, gain (loss) on swap ineffectiveness, and non-recurring other expenses.

None of FFO or Core FFO should be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further, these measurements should be compared with our reported net income or net loss in accordance with GAAP, as presented in our consolidated financial statements. We use FFO as a supplemental performance measure because it is a widely recognized measure of the performance of REITs. FFO may be used by investors as a basis to compare our operating performance with that of other REITs. We and investors may use Core FFO similarly as FFO.

However, because FFO and Core FFO exclude, among other items, depreciation and amortization and capture neither the changes in the value of our buildings that result from use or market conditions of our buildings, all of which have real economic effects and could materially impact our results from operations, the utility of these measures as measures of our performance is limited. In addition, other REITs may not calculate FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. Similarly, our calculation of Core FFO may not be comparable to similarly titled measures disclosed by other REITs.

GAAP: We define GAAP as generally accepted accounting principles in the United States.

Liquidity: We define Liquidity as the amount of aggregate undrawn nominal commitments the Company could immediately borrow under the Company’s unsecured debt instruments, consistent with the financial covenants, plus unrestricted cash balances.

Market: We define Market as the market defined by CBRE-EA based on the building address. If the building is located outside of a CBRE-EA defined market, the city and state is reflected.

Net Debt: We define Net Debt as the outstanding principal balance of the Company's total debt, less cash and cash equivalents and proceeds from pending reverse Section 1031 like-kind exchanges that are included in restricted cash.

Net operating income (NOI), Cash NOI, and Run Rate Cash NOI: We define NOI as rental income, including reimbursements, less property expenses, which excludes depreciation, amortization, loss on impairments, general and administrative expenses, interest expense, interest income, gain (loss) on involuntary conversion, debt extinguishment and modification expenses, gain on sales of rental property, and other expenses.

We define Cash NOI as NOI less rental property straight-line rent adjustments and less amortization of above and below market leases, net.



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We define Run Rate Cash NOI as Cash NOI plus Cash NOI adjusted for a full period of acquisitions and dispositions, less cash termination income, solar income and revenue associated with one-time tenant reimbursements of capital expenditures. Run Rate Cash NOI does not reflect the Company’s historical results and does not predict future results, which may be substantially different.

We consider NOI, Cash NOI and Run Rate Cash NOI to be appropriate supplemental performance measures to net income because we believe they help us, and investors understand the core operations of our buildings. None of these measures should be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further, these measurements should be compared with our reported net income or net loss in accordance with GAAP, as presented in our consolidated financial statements. Further, our calculations of NOI, Cash NOI and Run Rate NOI may not be comparable to similarly titled measures disclosed by other REITs.

Occupancy Rate: We define Occupancy Rate as the percentage of total leasable square footage for which either revenue recognition has commenced in accordance with GAAP or the lease term has commenced as of the close of the reporting period, whichever occurs earlier.

Operating Portfolio: We define the Operating Portfolio as all buildings that were acquired stabilized or have achieved Stabilization. The Operating Portfolio excludes non-core flex/office buildings, buildings contained in the Value Add Portfolio, and buildings classified as held for sale.

Pipeline: We define Pipeline as a point in time measure that includes all of the transactions under consideration by the Company’s acquisitions group that have passed the initial screening process. The pipeline also includes transactions under contract and transactions with non-binding LOIs.

Renewal Lease: We define a Renewal Lease as a lease signed by an existing tenant to extend the term for 12 months or more, including (i) a renewal of the same space as the current lease at lease expiration, (ii) a renewal of only a portion of the current space at lease expiration, or (iii) an early renewal or workout, which ultimately does extend the original term for 12 months or more.

Repositioning: We define Repositioning as significant capital improvements made to improve the functionality of a building without causing material disruption to the tenant or Occupancy Rate. Buildings undergoing Repositioning remain in the Operating Portfolio.
Retention: We define Retention as the percentage determined by taking Renewal Lease square footage commencing in the period divided by square footage of leases expiring in the period for assets included in the Operating Portfolio.

Same Store: We define Same Store properties as properties that were in the Operating Portfolio for the entirety of the comparative periods presented. The results for Same Store properties exclude termination fees, solar income, and revenue associated with one-time tenant reimbursements of capital expenditures. Same Store properties exclude Operating Portfolio properties with expansions placed into service or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2025.

Stabilization: We define Stabilization for assets under development or redevelopment to occur as the earlier of achieving 90% occupancy or 12 months after completion. Stabilization for assets that were acquired and immediately added to the Value Add Portfolio occurs under the following:
if acquired with less than 75% occupancy as of the acquisition date, Stabilization will occur upon the earlier of achieving 90% occupancy or 12 months from the acquisition date,
if acquired and will be less than 75% occupied due to known move-outs within two years of the acquisition date, Stabilization will occur upon the earlier of achieving 90% occupancy after the known move-outs have occurred or 12 months after the known move-outs have occurred.







11


Straight-Line Capitalization Rate: We define Straight-Line Capitalization Rate as calculated by dividing (i) the Company’s estimate of annual net operating income from the applicable property’s operations stabilized for occupancy (post-lease-up for vacant properties), which is utilzing the average monthly base rent over the term of the lease and does not include termination income, solar income, miscellaneous other income, capital expenditures, general and administrative costs, reserves, tenant improvements and leasing commissions, credit loss, or vacancy loss, by (ii) the GAAP purchase price plus estimated Acquisition Capital Expenditures. These Capitalization Rate estimates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including those risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025.

Straight-Line Rent Change (SL Rent Change): We define SL Rent Change as the percentage change in the average monthly base rent over the term of the lease that commenced during the period compared to the Comparable Lease for assets included in the Operating Portfolio. Rent under gross or similar type leases are converted to a net rent based on an estimate of the applicable recoverable expenses, and this calculation excludes the impact of any holdover rent.

Value Add Portfolio: We define the Value Add Portfolio as properties that meet any of the following criteria:
less than 75% occupied as of the acquisition date;
will be less than 75% occupied due to known move-outs within two years of the acquisition date;
out of service with significant physical renovation of the asset;
development.

Weighted Average Lease Term: We define Weighted Average Lease Term as the contractual lease term in years, assuming that tenants exercise no renewal options, purchase options, or early termination rights, as of the lease start date weighted by square footage. Weighted Average Lease Term related to acquired assets reflects the remaining lease term in years as of the acquisition date weighted by square footage.
12


Forward-Looking Statements

This earnings release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. STAG Industrial, Inc. (STAG) intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe STAG’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “should”, “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond STAG’s control and which could materially affect actual results, performances or achievements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the risk factors discussed in STAG’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, as updated by the Company’s subsequent reports filed with the Securities and Exchange Commission. Accordingly, there is no assurance that STAG’s expectations will be realized. Except as otherwise required by the federal securities laws, STAG disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in STAG’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.


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Filing Exhibits & Attachments

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