STAG Industrial (STAG) CEO converts LTIP units and sells 93,732 shares

Rhea-AI Filing Summary

STAG Industrial, Inc. CEO and President William R. Crooker converted long-term incentive and partnership units into common stock and then sold shares. He converted 93,732 LTIP Units into 93,732 OP Units, which were redeemed on a one-for-one basis for common stock. He then sold 93,732 shares of common stock in open-market transactions at a weighted average price of $39.1737, with sale prices ranging from $39.04 to $39.34. Following these transactions, his directly held LTIP Units totaled 385,934 units.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Crooker William R

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO AND PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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
Common Stock	02/23/2026		C(1)		93,732	A	(1)	93,732	D
Common Stock	02/23/2026		S		93,732	D	$39.1737(2)	0	D

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(3)	(3)	02/23/2026		C(1)			93,732	(3)	(3)	Common Stock, par value $0.01 per share	93,732	(1)(3)	385,934	D
Partnership Units(4)	(4)	02/23/2026		C(1)		93,732		(4)	(4)	Common Stock, par value $0.01 per share	93,732	(1)(4)	93,732	D
Partnership Units(4)	(4)	02/23/2026		C(1)			93,732	(4)	(4)	Common Stock, par value $0.01 per share	93,732	(1)(4)	0	D

Explanation of Responses:

1. On February 23, 2026, the reporting person converted a total of 93,732 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, into 93,732 common units of limited partnership of the Operating Partnership ("OP Units") and redeemed 93,732 OP Units. The LTIP Units are convertible into OP Units as they are non-forfeitable and certain conditions to parity have been satisfied. The OP Units held by the reporting person are redeemable for cash equal to the 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. The Issuer elected to redeem the reporting person's OP Units with common stock.

2. This represents the weighted average sales price. On February 23, 2026, sales prices ranged from $39.04 to $39.34. Upon request by the Securities and Exchange Commission, the Issuer or a stockholder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.

3. Represents LTIP Units granted to the reporting person pursuant to the Issuer's 2011 Equity Incentive Plan, as amended. Over time, the LTIP Units can achieve full parity with 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.

4. Represents OP Units in the Operating Partnership. OP Units 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. The OP Units are vested as of the date of issuance and have no expiration date.

	/s/ Jeffrey M. Sullivan,, Attorney-in-Fact	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did STAG (STAG) CEO William R. Crooker report in this Form 4?

William R. Crooker reported converting incentive and partnership units into common stock, then selling those shares. He converted 93,732 LTIP Units into 93,732 OP Units and then into common stock, and sold 93,732 common shares in open-market transactions at a disclosed weighted average price.

How many STAG (STAG) shares did the CEO sell and at what price?

The CEO sold 93,732 shares of STAG common stock. The weighted average sales price was $39.1737 per share, with individual sale prices ranging from $39.04 to $39.34, as disclosed in the footnotes to the insider transaction report.

What was the unit conversion sequence in the STAG (STAG) Form 4 filing?

The filing shows a sequence where 93,732 LTIP Units were converted into 93,732 OP Units, which were then redeemed on a one-for-one basis for common stock. The company elected to settle the OP Unit redemption in shares instead of cash.

How many LTIP Units does the STAG (STAG) CEO hold after these transactions?

After the reported transactions, William R. Crooker directly held 385,934 LTIP Units. These units were granted under STAG’s equity incentive plan and, once non-forfeitable and at parity, may be converted into OP Units and then potentially into common stock on a one-for-one basis.

What flexibility do STAG (STAG) OP Units provide in terms of redemption?

OP Units may be redeemed for cash equal to the then-current market value of one STAG common share or, at the company’s election, for common shares on a one-for-one basis. In this case, STAG elected to redeem the CEO’s OP Units in common stock.