false
0001479094
0001479094
2025-09-15
2025-09-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
September 15, 2025
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)
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. |
Amendment and Restated Unsecured Term Loan
G
On September 15, 2025, 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 Second 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 Amended and Restated Term Loan Agreement, dated as of September 1, 2022, related to the
Company’s $300 million unsecured term loan that was set to mature on February 6, 2026 (“Unsecured Term Loan G”).
The Company entered into the Amended Term Loan
Agreement to (i) extend the maturity date to March 15, 2030, or such later date which may be extended pursuant to a one-year
extension option exercisable by the Company in its discretion upon advance written notice, subject to certain conditions, including the
payment of a fee, (ii) remove the 0.10% interest rate adjustment for loans based on the Secured Overnight Financing Rate (“SOFR”),
and (iii) provide that borrowings under the Unsecured Term Loan G will, 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). As of September 15, 2025, the
Term SOFR for the Unsecured Term Loan G was swapped to a fixed rate of 1.80% until February 5, 2026 and 3.94% from February 5,
2026 until March 15, 2030. Other than the maturity date and interest rate provisions, the material terms of the Unsecured Term Loan
G remain unchanged.
The foregoing description
of the Unsecured Term Loan G 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 A, H, I and F
On September 15,
2025, the Company and the Operating Partnership entered into amendments to each of the Company’s $1.0 billion unsecured credit facility
maturity September 7, 2029 (“Unsecured Credit Facility”), $150 million unsecured term loan maturing March 15,
2027 (“Unsecured Term Loan A”), $200 million unsecured term loan maturing March 23, 2029 (“Unsecured
Term Loan F”), $187.5 million unsecured term loan maturing January 25, 2028 (“Unsecured Term Loan H”),
and $187.5 million unsecured term loan maturing January 25, 2028 (“Unsecured Term Loan I”), in each case, to remove
the 0.10% interest rate adjustment for SOFR loans, and the case of Unsecured Term Loan A, H and I, provide that borrowings under the respective
term loans will, at the Company’s election, bear interest based on a Base Rate, Term SOFR, or Daily Simple SOFR (each as defined
in Unsecured Term Loan A, H and I). The other material terms of each of the Unsecured Credit Facility and the Unsecured Term Loans A,
H, I and F remain unchanged.
The foregoing description
of the amendments to the Unsecured Credit Facility and the Unsecured Term Loan A, F, 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, 10.5 and 10.6 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 G: Second Amended and Restated Term Loan Agreement, dated as of September 15, 2025 |
| |
|
|
| 10.2 |
|
Unsecured Credit Facility: First Amendment, dated as of September 15, 2025, to Second Amended and Restated Credit Agreement, dated as of September 10, 2024 |
| |
|
|
| 10.3 |
|
Unsecured Term Loan A: First Amendment, dated as of September 15, 2025, to Third Amended and Restated Term Loan Agreement, dated as of September 1, 2022 |
| |
|
|
| 10.4 |
|
Unsecured Term Loan F: First Amendment, dated as of September 15, 2025, to Second Amended and Restated Term Loan Agreement, dated as of March 25, 2024 |
| |
|
|
| 10.5 |
|
Unsecured Term Loan H: First Amendment, dated as of September 15, 2025, to Term Loan Agreement, dated as of July 26, 2022 |
| |
|
|
| 10.6 |
|
Unsecured Term Loan I: First Amendment, dated as of September 15, 2025, 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: September 17, 2025 |
By: |
/s/ Jeffrey M. Sullivan |
| |
|
Jeffrey M. Sullivan |
| |
|
Executive Vice President, General Counsel and Secretary |
