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STAG Industrial (STAG) director receives 3,369 LTIP Units under incentive plan

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(Neutral)
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Form Type
4

Rhea-AI Filing Summary

STAG Industrial, Inc. director Michelle Dilley received an equity-based award of 3,369 LTIP Units on January 8, 2026. These long-term incentive plan units were granted under STAG Industrial’s 2011 Equity Incentive Plan and vest on a quarterly basis over one year. Following this grant, she beneficially owns 31,044 LTIP Units on a direct basis.

The LTIP Units are issued by STAG Industrial Operating Partnership, L.P., in which STAG Industrial, Inc. is the sole member of the general partner. Over time, these LTIP Units can achieve full parity with operating partnership units and, if non-forfeitable and parity is reached, may be converted into operating partnership units and then redeemed for cash equal to the market value of one share of common stock or, at the company’s election, one share of common stock per unit. The LTIP Units do not have an expiration date.

Positive

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Insider Dilley Michelle
Role Director
Type Security Shares Price Value
Grant/Award LTIP Units 3,369 $0.00 --
Holdings After Transaction: LTIP Units — 31,044 shares (Direct)
Footnotes (1)
  1. The long-term incentive plan units ("LTIP Units") of STAG Industrial Operating Partnership, L.P., a Delaware limited partnership ("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 LTIP Units vest on a quarterly basis over a one-year period. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
Dilley Michelle
(Last) (First) (Middle)
C/O STAG INDUSTRIAL, INC.
ONE FEDERAL STREET, FLOOR 23
(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)
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 3,369 (1)(2) (2) Common Stock, par value $0.01 per share 3,369 (1)(2) 31,044 D
Explanation of Responses:
1. The long-term incentive plan units ("LTIP Units") of STAG Industrial Operating Partnership, L.P., a Delaware limited partnership ("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 LTIP Units vest on a quarterly basis over a one-year period.
2. 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.
/s/ Jeffrey M. Sullivan, Attorney-in-Fact 01/12/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did STAG (STAG) report for Michelle Dilley?

STAG Industrial, Inc. reported that director Michelle Dilley received a grant of 3,369 LTIP Units on January 8, 2026 under the company’s 2011 Equity Incentive Plan.

How many LTIP Units does Michelle Dilley own after this grant at STAG (STAG)?

After the reported grant, Michelle Dilley beneficially owns 31,044 LTIP Units on a direct basis, as disclosed in the filing.

What are LTIP Units in the STAG Industrial Operating Partnership?

The LTIP Units are long-term incentive plan units of STAG Industrial Operating Partnership, L.P.. STAG Industrial, Inc. is the sole member of the partnership’s general partner, and these units function as an equity-based compensation vehicle tied to the operating partnership.

How do the LTIP Units granted to Michelle Dilley at STAG vest?

The filing states that the LTIP Units vest on a quarterly basis over a one-year period, meaning portions of the award become non-forfeitable each quarter during that year.

Can STAG Industrial LTIP Units be converted into common stock?

Over time, the LTIP Units can achieve full parity with operating partnership units. If parity is reached and the units are non-forfeitable, they may be converted into OP Units and then redeemed for cash equal to the market value of one share of common stock or, at the issuer’s election, for one share of common stock per unit.

Do the LTIP Units reported for Michelle Dilley have an expiration date?

No. The filing specifies that the LTIP Units do not have an expiration date, distinguishing them from traditional stock options that typically expire after a set term.