Director at STAG Industrial (NYSE: STAG) takes $20,625 fees in stock

Rhea-AI Filing Summary

STAG Industrial, Inc. director Michelle Dilley received 552 shares of common stock on January 15, 2026. The shares were issued under STAG Industrial’s 2011 Equity Incentive Plan in lieu of quarterly cash fees of $20,625 for her board service. The stock was valued at an average closing price of $37.36 over the 10 trading days ended January 12, 2026. After this award, she beneficially owned 13,464 shares of STAG Industrial common stock, held directly.

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^*

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)
01/15/2026

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	01/15/2026		A		552	A	$37.36(1)	13,464	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

Explanation of Responses:

1. The shares were issued to the reporting person pursuant to STAG Industrial, Inc.'s 2011 Equity Incentive Plan, as amended, in lieu of quarterly fees of $20,625 for the reporting person's services as a director. The shares were valued at the average closing price of the shares for the 10-day period ended January 12, 2026, which was $37.36.

	/s/ Jeffrey M. Sullivan, Attorney-in-Fact	01/20/2026
	** 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 insider transaction did STAG (STAG) report in this Form 4?

STAG Industrial reported that director Michelle Dilley acquired 552 shares of common stock on January 15, 2026, coded as an acquisition (A) of non-derivative securities.

How many STAG Industrial (STAG) shares does the director own after the transaction?

Following the reported transaction, director Michelle Dilley beneficially owned 13,464 shares of STAG Industrial, Inc. common stock, held directly.

What was the value used to determine the STAG (STAG) share grant?

The 552 shares were valued using an average closing price of $37.36 per share, based on the 10-day period ended January 12, 2026.

Why did the STAG Industrial director receive 552 shares instead of cash?

The shares were issued under STAG Industrial, Inc.'s 2011 Equity Incentive Plan, in lieu of quarterly director fees of $20,625 for Michelle Dilley’s services as a director.

Is this STAG (STAG) insider transaction part of a 10b5-1 trading plan?

The Form 4 provides a checkbox for Rule 10b5-1 trading plans, but the provided content does not indicate that this particular director stock grant was made under such a plan.

Are the STAG Industrial shares held directly or indirectly by the director?

The Form 4 shows the 13,464 shares following the transaction as held with direct (D) ownership by director Michelle Dilley, with no indirect holding entity disclosed.