STAG Industrial (NYSE: STAG) awards LTIP units to EVP & CIO in 2026 grant

Rhea-AI Filing Summary

STAG Industrial, Inc. reported equity awards to executive Michael Chase, its EVP and CIO. On January 8, 2026, he received two grants of long-term incentive plan units ("LTIP Units") in STAG Industrial Operating Partnership, L.P. The first award covered 12,565 LTIP Units, which vest quarterly over four years under the company’s Equity Incentive Plan. The second award covered 29,113 LTIP Units that were fully vested at issuance and were earned from a performance unit award granted in January 2023, where Chase earned 154.5% of the target units over a three-year performance period through December 31, 2025. These LTIP Units can potentially be converted into operating partnership units and eventually into cash or common stock on a one-for-one basis, providing long-term, performance-linked compensation.

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^*

Chase Michael

(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 AND CIO

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		12,565		(1)(2)	(2)	Common Stock, par value $0.01 per share	12,565	(1)(2)	86,014	D
LTIP Units(3)	(2)(3)	01/08/2026		A		29,113(4)		(2)(3)	(2)	Common Stock, par value $0.01 per share	29,113	(2)(3)	115,127	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, Attorney-in-Fact	01/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did STAG (STAG) report for Michael Chase?

STAG Industrial reported that EVP and CIO Michael Chase received two grants of LTIP Units on January 8, 2026 as part of his equity compensation.

How many LTIP Units were granted to STAG executive Michael Chase?

Michael Chase received 12,565 LTIP Units that vest quarterly over four years and 29,113 LTIP Units that were fully vested at issuance, all under STAG Industrial’s Equity Incentive Plan.

Are the STAG LTIP Units granted to Michael Chase performance-based?

Yes. The 29,113 fully vested LTIP Units were earned from a performance unit award granted in January 2023, with Chase earning 154.5% of the target units over a three-year performance period ending December 31, 2025.

How do STAG Industrial LTIP Units relate to common stock?

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

Do the STAG LTIP Units granted to Michael Chase expire?

According to the disclosure, the LTIP Units do not have an expiration date, though some units vest over a four-year schedule and others were fully vested upon issuance.

What plan governs the LTIP Unit awards reported by STAG Industrial?

The LTIP Unit awards to Michael Chase were granted under STAG Industrial’s 2011 Equity Incentive Plan, as amended, and were approved by the company’s Board and its Compensation Committee.