STAG Industrial (NYSE: STAG) awards performance-based LTIP units to EVP

Rhea-AI Filing Summary

STAG Industrial, Inc. reported that its Executive Vice President, General Counsel and Secretary, Jeffrey M. Sullivan, received long-term incentive plan units ("LTIP Units") of STAG Industrial Operating Partnership, L.P. on January 8, 2026 under the company’s 2011 Equity Incentive Plan.

One grant of 11,668 LTIP Units was awarded that will vest on a quarterly basis over a four-year period. A separate performance-based grant of 26,467 LTIP Units was earned from a performance unit award made in January 2023, for which the executive achieved 154.5% of the target units over a three-year performance period; these LTIP Units are fully vested as of issuance.

Over time, LTIP Units can reach parity with operating partnership units and then be redeemed for cash equal to the market value of one share of STAG common stock or, at the company’s election, for one share of common stock per unit.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sullivan Jeffrey M

(Last) (First) (Middle)

C/O STAG INDUSTRIAL, INC.

ONE FEDERAL STREET, 23RD FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STAG Industrial, Inc. [ STAG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GC AND SECRETARY

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units(1)	(1)(2)	01/08/2026		A		11,668		(1)(2)	(2)	Common Stock, par value $0.01 per share	11,668	(1)(2)	295,726	D
LTIP Units(3)	(2)(3)	01/08/2026		A		26,467(4)		(2)(3)	(2)	Common Stock, par value $0.01 per share	26,467	(2)(3)	322,193	D

Explanation of Responses:

1. The long-term incentive plan units ("LTIP Units") of STAG Industrial Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), of which STAG Industrial, Inc., a Maryland corporation (the "Issuer"), is the sole member of the general partner, were granted to the reporting person on January 8, 2026 pursuant to the Issuer's 2011 Equity Incentive Plan, as amended (the "Equity Incentive Plan"). The LTIP Units vest on a quarterly basis over a four-year period.

2. Represents LTIP Units granted to the reporting person pursuant to the Equity Incentive Plan. Over time, the LTIP Units can achieve full parity with common units of limited partnership of the Operating Partnership ("OP Units") for all purposes. If such parity is reached, non-forfeitable LTIP Units may be converted into OP Units and then may be redeemed for cash equal to the then-current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. LTIP Units do not have an expiration date.

3. The LTIP Units were granted to the reporting person by the Board of Directors of the Issuer (the "Board"). The LTIP Units were earned by the reporting person based on a performance unit award made in January 2023 pursuant to the Equity Incentive Plan. The reporting person earned 154.5% of the target number of performance units over a three-year performance period (not including LTIP Units received in lieu of dividends paid on the earned LTIP Units). The Compensation Committee of the Board determined the number of LTIP Units earned on January 8, 2026. All of the LTIP Units are fully vested as of the issuance date. For more information on the terms of the performance unit award, please see the Issuer's definitive proxy statement filed with the SEC.

4. Represents the total number of LTIP Units earned as of December 31, 2025 under the performance unit award made in January 2023 and LTIP Units received in lieu of dividends paid on the earned LTIP Units.

	/s/ Jeffrey M. Sullivan	01/12/2026
	** Signature of Reporting Person	Date
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FAQ

Who is the insider in this STAG (STAG) Form 4 filing and what is their role?

The reporting person is Jeffrey M. Sullivan, who serves as Executive Vice President, General Counsel and Secretary of STAG Industrial, Inc. He is an officer of the company but not a director or 10% owner.

What LTIP Unit awards did STAG (STAG) grant to Jeffrey Sullivan on January 8, 2026?

On January 8, 2026, Jeffrey Sullivan was granted 11,668 LTIP Units that vest quarterly over four years and a separate performance-based award of 26,467 LTIP Units earned under a prior performance unit grant.

How were the performance-based LTIP Units for STAG (STAG) calculated?

The performance-based LTIP Units stem from a performance unit award made in January 2023. Over a three-year performance period, Jeffrey Sullivan earned 154.5% of the target number of performance units, and all LTIP Units from this award are fully vested as of January 8, 2026.

Do the LTIP Units reported by STAG (STAG) have an expiration date?

According to the disclosure, the LTIP Units do not have an expiration date. Over time, they can achieve full parity with operating partnership units and may then be converted and redeemed for cash or STAG common stock.

How can STAG (STAG) LTIP Units ultimately be settled for the reporting person?

Once LTIP Units achieve parity and become non-forfeitable, they may be converted into operating partnership units and redeemed for cash equal to the then-current market value of one share of STAG common stock or, at STAG’s election, for shares of STAG common stock on a one-for-one basis.

Who approved the performance-based LTIP Units granted by STAG (STAG) to Jeffrey Sullivan?

The Board of Directors of STAG Industrial granted the LTIP Units, and the Compensation Committee determined the number of LTIP Units earned on January 8, 2026 under the company’s 2011 Equity Incentive Plan.