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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. ¨
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
