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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):
July 16, 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.) |
One
Federal Street, 23rd Floor
Boston,
Massachusetts 02110
(Address of principal executive offices, zip code)
Registrants 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. |
Amended Unsecured Term Loan A
On July 16, 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 the Fourth Amended and Restated Term Loan Agreement
(“Amended Term Loan Agreement”) with Wells Fargo Bank, National Association, and the other lenders named therein, to
amend and restate that certain Third Amended and Restated Term Loan Agreement, dated as of September 1, 2022, as amended, related to the
Company’s $150 million unsecured term loan that was set to mature on March 15, 2027 (the “Unsecured Term Loan A”).
Borrowings under the Amended Term Loan Agreement,
at the Company’s election, bear interest based on a Base Rate, Term SOFR, or Daily Simple SOFR (each as defined in the Amended Term
Loan Agreement), plus an applicable spread based on the Company’s debt rating and leverage ratio (each as defined in the Amended
Term Loan Agreement).
The Company entered into the Amended Term Loan
Agreement to (i) combine the Unsecured Term Loan A and the Company’s $200 million unsecured term loan that was set to mature
on March 23, 2029 (assuming exercise of discretionary extension options), pursuant to that certain Second Amended and Restated Term Loan
Agreement, dated as of March 25, 2024, as amended (the “Unsecured Term Loan F”), into one senior unsecured term loan
in the aggregate principal amount of $350 million (the “Amended Unsecured Term Loan A”), (ii) extend the maturity
date to January 16, 2032, and (iii) reduce, by five basis points (but not below zero), the applicable spread based on the Company’s
debt rating and leverage ratio. Upon closing, the Unsecured Term Loan F was extinguished. Other than the provisions described above, the
material terms of the Unsecured Term Loan A remain unchanged.
As of July 20, 2026, the floating interest rate
for the Amended Unsecured Term Loan A was swapped to an all-in fixed rate (inclusive of the applicable spread) as follows:
| · | for
$150 million of the balance, 2.01% until March 15, 2027, and then 4.79% from March 15, 2027, until January 16, 2032, and |
| · | for
$200 million of the balance, 4.68% until March 25, 2027, and then 4.79% from March 25, 2027, until January 16, 2032. |
The foregoing description
of the Amended Unsecured Term Loan A does not purport to be complete and is qualified in its entirety by reference to the Amended Term
Loan Agreement attached as Exhibit 10.1 hereto.
Amendments to Unsecured
Credit Facility and Unsecured Term Loans G, H and I
On July 16, 2026, the
Company and the Operating Partnership entered into amendments (the “Amendments”) to the Company’s $1.0 billion
unsecured credit facility maturing September 7, 2029 (the “Unsecured Credit Facility”), $300 million unsecured term
loan maturing March 14, 2031 (the “Unsecured Term Loan G”), $187.5 million unsecured term loan maturing January 25,
2028 (the “Unsecured Term Loan H”), and $187.5 million unsecured term loan maturing January 25, 2028 (the “Unsecured
Term Loan I”). Borrowings under the Unsecured Credit Facility and the Unsecured Term Loans G, H and I, at the Company’s
election, bear interest based on a Base Rate, Term SOFR, or Daily Simple SOFR (each as defined in the applicable Credit or Term Loan Agreement,
as amended), plus an applicable spread based on the Company’s debt rating and leverage ratio (each as defined in the applicable
Credit or Term Loan Agreement, as amended). The Company entered into the Amendments to reduce, by five basis points (but not below zero),
the applicable spread based on the Company’s debt rating and leverage ratio. The other material terms of each of the Unsecured Credit
Facility and the Unsecured Term Loans G, H and I remain unchanged.
Maturity dates assume
exercise of discretionary extension options.
The foregoing description
of the amendments to the Unsecured Credit Facility and the Unsecured Term Loan G, H and I does not purport to be complete and is qualified
in its entirety by reference to the amendments attached as Exhibits 10.2, 10.3, 10.4 and 10.5 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 |
|
Unsecured Term Loan A: Fourth Amended and Restated Term Loan Agreement, dated as of July 16, 2026 |
| |
|
|
| 10.2 |
|
Unsecured Credit Facility: Second Amendment, dated as of July 16, 2026, to Second Amended and Restated Credit Agreement, dated as of September 10, 2024 |
| |
|
|
| 10.3 |
|
Unsecured Term Loan G: First Amendment, dated as of July 16, 2026, to Second Amended and Restated Term Loan Agreement, dated as of September 15, 2025 |
| |
|
|
| 10.4 |
|
Unsecured Term Loan H: Second Amendment, dated as of July 16, 2026, to Term Loan Agreement, dated as of July 26, 2022 |
| |
|
|
| 10.5 |
|
Unsecured Term Loan I: Second Amendment, dated as of July 16, 2026, to Term Loan Agreement, dated as of July 26, 2022 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within 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. |
| |
|
| |
|
|
| Dated: July 22, 2026 |
By: |
/s/ Jeffrey M. Sullivan |
| |
|
Jeffrey M. Sullivan |
| |
|
Executive Vice President, General Counsel and Secretary |