Huntington joins STAG Industrial (NYSE: STAG) $750,000,000 ATM program

Rhea-AI Filing Summary

STAG Industrial, Inc. added Huntington Securities, Inc. as an additional sales agent, forward seller and/or forward purchaser under its existing at-the-market equity program for shares of common stock with an initial aggregate offering price of up to $750,000,000.

The new agreement with Huntington follows substantially the same terms as the company’s prior equity distribution agreements and related master forward sale confirmations with other financial institutions. Sales of shares, including any forward sales, continue to be made under the company’s effective shelf registration statement and related prospectus supplements.

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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):  February 12, 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)

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		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 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 8.01. OTHER EVENTS.

As previously disclosed on February 13, 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 certain amendments to the separate equity distribution agreements (collectively, as amended, the “Original Equity Distribution Agreements”) with each of Robert W. Baird & Co. Incorporated, BofA Securities, Inc., BMO Capital Markets Corp., BTIG, LLC, Citigroup Global Markets Inc., Evercore Group L.L.C., Jefferies LLC, Nomura Securities International, Inc. (acting through BTIG, LLC as agent), Raymond James & Associates, Inc., RBC Capital Markets, LLC, Regions Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (or certain of their respective affiliates or agents), as sales agents, forward sellers and/or forward purchasers relating to the at-the-market offering of shares of the Company’s common stock having an initial aggregate offering price of up to $750,000,000 (the “Shares”). The Original Equity Distribution Agreements provide that, in addition to the issuance and sale of the Shares through the sales agents, the Company may enter into forward sale agreements under separate master forward sale agreements (collectively, the “Original Master Forward Confirmations”) and related supplemental confirmations between the Company and a forward seller or its affiliate.

On February 12, 2026, the Company and the Operating Partnership entered into an additional equity distribution agreement (the “Additional Equity Distribution Agreement”) with Huntington Securities, Inc. (“Huntington”), as sales agent, forward seller and/or forward purchaser, on substantially the same terms and conditions as the Original Equity Distribution Agreements (together, with the Original Equity Distribution Agreements, the “Equity Distribution Agreements”). The Additional Equity Distribution Agreement provides that, in addition to the issuance and sale of the Shares through the sales agent, the Company may enter into a forward sale agreement under a separate master forward sale agreement and related supplemental confirmation between the Company and Huntington, on substantially the same terms and conditions as the Original Master Forward Confirmations (the “Additional Master Forward Confirmation,” and together with the Original Master Forward Confirmations, the “Master Forward Confirmations”).

The Shares will be offered and sold pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-284881), as filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2025, and the related prospectus supplement dated February 13, 2025, as supplemented by the supplement to prospectus supplement, dated February 12, 2026. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The foregoing descriptions of the Equity Distribution Agreements and the Master Forward Confirmations do not purport to be complete and are qualified in their entirety by reference to Exhibits 1.1, 1.2 and 1.3 filed with this Current Report on Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)        Exhibits.

Exhibit Number		Description
1.1		Form of Equity Distribution Agreement (incorporated herein by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on February 17, 2022)
1.2		Form of Amendment to Equity Distribution Agreement (incorporated herein by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on February 13, 2025)
1.3		Form of Master Forward Sale Confirmation (incorporated herein by reference to Exhibit 1.2 to the Current Report on Form 8-K filed with the SEC on February 17, 2022)
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
		Jeffrey M. Sullivan
		Executive Vice President, General Counsel and Secretary

Dated:   February 12, 2026

FAQ

What did STAG (STAG) announce in this Form 8-K?

STAG Industrial added Huntington Securities as an additional sales agent, forward seller and/or forward purchaser under its existing at-the-market equity program for common stock, maintaining the initial aggregate offering price of up to $750,000,000 already established with other financial institutions.

How large is STAG (STAG) at-the-market stock program?

The at-the-market equity program covers shares of STAG Industrial’s common stock with an initial aggregate offering price of up to $750,000,000. This limit applies across sales through multiple sales agents and potential forward sale arrangements described in the equity distribution and master forward sale agreements.

What role will Huntington Securities play for STAG (STAG)?

Huntington Securities may act as sales agent, forward seller and/or forward purchaser for STAG Industrial’s common stock. It participates on substantially the same terms as the existing financial institutions under the equity distribution agreements and master forward sale confirmations referenced in the disclosure.

Are new shares being newly registered by STAG (STAG) here?

The shares continue to be offered and sold under STAG Industrial’s existing automatic shelf registration statement on Form S-3ASR and related prospectus supplements. The filing describes adding Huntington to the established at-the-market framework rather than creating a new registration amount.

Which documents govern STAG (STAG) equity sales and forward deals?

Equity sales and forward transactions are governed by the equity distribution agreements and master forward sale confirmations. These include the original forms incorporated by reference and the additional equity distribution agreement and additional master forward confirmation entered into with Huntington Securities on February 12, 2026.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB