STAG Industrial (STAG) director converts LTIP and OP Units, disposes 30K shares

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

STAG Industrial, Inc. director Benjamin S. Butcher converted equity awards and related partnership interests into common stock and then returned shares to the company. On March 4, 2026, he converted 30,000 LTIP Units into 30,000 OP Units and redeemed those OP Units for common stock. He then disposed of 30,000 shares of common stock to the issuer at a weighted average price of $39.2537 per share, leaving him with 560,623 LTIP Units, 9,320 OP Units and 8,448 shares of common stock held directly.

Insider Trade Summary

90,000 shares exercised/converted

Mixed 5 txns

Insider Butcher Benjamin S

Role Director

Type	Security	Shares	Price	Value
Conversion	LTIP Units	30,000	$0.00	--
Conversion	Partnership Units	30,000	$0.00	--
Conversion	Partnership Units	30,000	$0.00	--
Conversion	Common Stock	30,000	$0.00	--
Disposition	Common Stock	30,000	$39.2537	$1.18M

Holdings After Transaction: LTIP Units — 560,623 shares (Direct); Partnership Units — 39,320 shares (Direct); Common Stock — 38,448 shares (Direct)

Footnotes (1)

On March 4, 2026, the reporting person converted a total of 30,000 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 30,000 common units of limited partnership of the Operating Partnership ("OP Units") and redeemed 30,000 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. This represents the weighted average sales price. On March 4, 2026, sales prices ranged from $39.25 to $39.28. 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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

03/05/2026 - 04:39 PM

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
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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^*

Butcher Benjamin S

(Last)

(First)

(Middle)

C/O STAG INDUSTRIAL, INC.

ONE FEDERAL STREET, 23RD FLOOR

(Street)

BOSTON

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)
03/04/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/04/2026		C⁽¹⁾		30,000	A	⁽¹⁾	38,448	D
Common Stock	03/04/2026		D		30,000	D	$39.2537⁽²⁾	8,448	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP Units⁽³⁾	⁽³⁾	03/04/2026		C⁽¹⁾			30,000	⁽³⁾	⁽³⁾	Common Stock, par value $0.01 per share	30,000	⁽¹⁾⁽³⁾	560,623	D
Partnership Units⁽⁴⁾	⁽⁴⁾	03/04/2026		C⁽¹⁾		30,000		⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.01 per share	30,000	⁽¹⁾⁽⁴⁾	39,320	D
Partnership Units⁽⁴⁾	⁽⁴⁾	03/04/2026		C⁽¹⁾			30,000	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.01 per share	30,000	⁽¹⁾⁽⁴⁾	9,320	D

Explanation of Responses:

1. On March 4, 2026, the reporting person converted a total of 30,000 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 30,000 common units of limited partnership of the Operating Partnership ("OP Units") and redeemed 30,000 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 March 4, 2026, sales prices ranged from $39.25 to $39.28. 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 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	03/05/2026
	** Signature of Reporting Person	Date
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Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did STAG (STAG) director Benjamin S. Butcher report?

Benjamin S. Butcher reported converting 30,000 LTIP Units into 30,000 OP Units and redeeming those OP Units for common stock, then disposing of 30,000 common shares back to STAG Industrial, Inc. as an issuer repurchase-related transaction on March 4, 2026.

How many STAG (STAG) shares did Benjamin S. Butcher dispose of and at what price?

Benjamin S. Butcher disposed of 30,000 shares of STAG Industrial, Inc. common stock to the issuer at a weighted average sales price of $39.2537 per share, with individual sales prices ranging from $39.25 to $39.28 on March 4, 2026.

What STAG (STAG) equity awards were converted in this Form 4 filing?

The filing shows 30,000 LTIP Units of STAG Industrial Operating Partnership converted into 30,000 OP Units, which were then redeemed for common stock of STAG Industrial, Inc. These LTIP Units were granted under an Equity Incentive Plan and can achieve parity with OP Units over time.

What are LTIP Units and OP Units in the STAG (STAG) structure?

LTIP Units are long-term incentive units in STAG Industrial Operating Partnership that can, after meeting conditions and becoming nonforfeitable, convert into OP Units. OP Units may then be redeemed for cash equal to the market value of one STAG share or, at STAG’s election, for shares on a one-for-one basis.

What are Benjamin S. Butcher’s holdings after these STAG (STAG) transactions?

After the reported March 4, 2026 transactions, Benjamin S. Butcher directly holds 560,623 LTIP Units, 9,320 OP Units in the operating partnership, and 8,448 shares of STAG Industrial, Inc. common stock, according to the post-transaction ownership figures disclosed in the Form 4.

Was the STAG (STAG) insider transaction an open-market sale?

The transaction is reported as a disposition to the issuer rather than an open-market sale. The company elected to redeem the insider’s OP Units with common stock, and 30,000 resulting common shares were then disposed of to STAG Industrial, Inc. at the disclosed weighted average price.