STAG Insider Converts LTIP Units and Sells 25,000 Shares for $36.91 Avg

Rhea-AI Filing Summary

STAG Industrial insider transaction summary: On 09/05/2025 director Benjamin S. Butcher converted 25,000 LTIP Units into 25,000 OP Units and the Issuer elected to redeem those OP Units in exchange for 25,000 shares of STAG common stock. The reporting person sold 25,000 shares on the same date at a weighted average price of $36.9082 7,562 shares of common stock. The filing also discloses larger outstanding equity interests in incentive and partnership units held by the reporting person as reported on the Form 4.

Positive

• Transparency: Filing discloses conversion mechanics, redemption election, sale price range, and weighted average price
• Compensation realization: LTIP Units converted and redeemed into common stock, enabling clear alignment of incentive awards with equity

Negative

• Insider sale: Director sold 25,000 shares, reducing direct common stock holdings to 7,562 shares
• Potential dilution/ownership change: Conversion and redemption increased the number of shares issued to the reporting person before sale (25,000), which may affect outstanding share composition

Insights

Financial Analyst

TL;DR: Insider converted incentive units to equity and sold 25,000 shares at ~$36.91, leaving a small direct equity stake.

The transaction shows a routine conversion of LTIP Units into OP Units followed by redemption into common shares and a concurrent open-market sale of 25,000 shares at a weighted average price of $36.9082. This reduces the reporting person’s direct common-share holding to 7,562 shares while leaving substantial indirect interests in LTIP and partnership units as disclosed. The activity appears administrative and liquidity-driven rather than an extraordinary corporate event.

Corporate Governance Expert

TL;DR: Director executed a permitted plan conversion and sale; disclosure is complete and consistent with Section 16 rules.

The Form 4 documents conversion mechanics

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^*

Butcher Benjamin S

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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	09/05/2025		C(1)		25,000	A	(1)	32,562	D
Common Stock	09/05/2025		S		25,000	D	$36.9082(2)	7,562	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)	09/05/2025		C(1)			25,000	(3)	(3)	Common Stock, par value $0.01 per share	25,000	(1)(3)	637,254	D
Partnership Units(4)	(4)	09/05/2025		C(1)		25,000		(4)	(4)	Common Stock, par value $0.01 per share	25,000	(1)(4)	34,320	D
Partnership Units(4)	(4)	09/05/2025		C(1)			25,000	(4)	(4)	Common Stock, par value $0.01 per share	25,000	(1)(4)	9,320	D

Explanation of Responses:

1. On September 5, 2025, the reporting person converted a total of 25,000 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 25,000 common units of limited partnership of the Operating Partnership ("OP Units") and redeemed 25,000 OP Units. The LTIP Units are convertible into OP Units as they are nonforfeitable 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 September 5, 2025, sales prices ranged from $36.90 to $37.00. Upon request by the Securities and Exchange Commission (the "SEC"), 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 Equity Incentive Plan. 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	09/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did STAG director Benjamin S. Butcher do on 09/05/2025?

He converted 25,000 LTIP Units into OP Units, had those OP Units redeemed into 25,000 shares of STAG common stock, and sold 25,000 shares at a weighted average price of $36.9082.

How many STAG shares does the reporting person own after the transaction?

Following the reported transactions the reporting person beneficially owned 7,562 shares of common stock.

What price did the insider obtain for the sold shares?

The weighted average sales price was $36.9082, with reported sales prices ranging from $36.90 to $37.00.

Why were LTIP Units converted and redeemed into common stock?

The filing states LTIP Units became nonforfeitable and met parity conditions, allowing conversion to OP Units which are redeemable for cash or, at the Issuer’s election, for common stock; the Issuer elected stock redemption.

Does the Form 4 disclose other equity interests held by the reporting person?

Yes, the Form 4 reports other LTIP and partnership unit holdings as shown in Table II, reflecting substantial indirect interests in the Operating Partnership.