STAG Industrial (NYSE: STAG) awards service and performance LTIP units

Rhea-AI Filing Summary

STAG Industrial, Inc. reported that its chief accounting officer, Paul Jaclyn, received new long-term incentive awards in the form of LTIP Units on January 8, 2026 under the company’s equity incentive plan. One grant of 3,503 LTIP Units was awarded that will vest quarterly over four years, aligning compensation with continued service.

In addition, Jaclyn was granted 8,469 LTIP Units tied to a performance award made in January 2023. The company states he earned 154.5% of the target number of performance units over a three-year performance period, and these LTIP Units are fully vested as of the issuance date. Over time, LTIP Units can reach parity with operating partnership units and then be redeemed for cash or, at the company’s election, one share of STAG common stock per unit.

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^*

Paul Jaclyn

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF ACCOUNTING OFFICER

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		3,503		(1)(2)	(2)	Common Stock, par value $0.01 per share	3,503	(1)(2)	60,806	D
LTIP Units(3)	(2)(3)	01/08/2026		A		8,469(4)		(2)(3)	(2)	Common Stock, par value $0.01 per share	8,469	(2)(3)	69,275	D

Explanation of Responses:

1. The 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, were granted to the reporting person on January 8, 2026 pursuant to the Issuer's 2011 Equity Incentive Plan, as amended (the "Equity Incentive Plan"). The LTIP Units vest on a quarterly basis over a four-year period.

2. Represents LTIP Units granted to the reporting person pursuant to the Equity Incentive Plan. 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.

3. The LTIP Units were granted to the reporting person by the Board of Directors of the Issuer (the "Board"). The LTIP Units were earned by the reporting person based on a performance unit award made in January 2023 pursuant to the Equity Incentive Plan. The reporting person earned 154.5% of the target number of performance units over a three-year performance period (not including LTIP Units received in lieu of dividends paid on the earned LTIP Units). The Compensation Committee of the Board determined the number of LTIP Units earned on January 8, 2026. All of the LTIP Units are fully vested as of the issuance date. For more information on the terms of the performance unit award, please see the Issuer's definitive proxy statement filed with the SEC.

4. Represents the total number of LTIP Units earned as of December 31, 2025 under the performance unit award made in January 2023 and LTIP Units received in lieu of dividends paid on the earned LTIP Units.

	/s/ Jeffrey M. Sullivan, Attorney-in-Fact	01/12/2026
	** Signature of Reporting Person	Date
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FAQ

Who is the insider in this STAG (STAG) Form 4 filing and what is their role?

The insider is Paul Jaclyn, who serves as Chief Accounting Officer of STAG Industrial, Inc. The filing reports equity awards he received in the form of LTIP Units.

What LTIP Unit awards did STAG (STAG) grant to its chief accounting officer?

On January 8, 2026, STAG granted 3,503 LTIP Units that vest quarterly over four years, and a separate performance-based grant of 8,469 LTIP Units that is fully vested as of the issuance date.

How were the performance-based LTIP Units for STAG (STAG) determined?

The performance-based LTIP Units stem from a unit award made in January 2023. Over a three-year performance period, the reporting person earned 154.5% of the target number of performance units, which drove the 8,469 LTIP Units granted.

What is the vesting schedule for the service-based LTIP Units at STAG (STAG)?

The 3,503 LTIP Units granted under the equity incentive plan vest on a quarterly basis over a four-year period, encouraging long-term alignment with STAG Industrial.

Can STAG (STAG) LTIP Units be converted into common stock?

Yes. The filing explains that over time LTIP Units can achieve full parity with OP Units. Once non-forfeitable and at parity, they may be converted into OP Units and then redeemed for cash equal to one share’s market value or, at the issuer’s election, one share of common stock per unit.

Do the STAG (STAG) LTIP Units reported in this filing have an expiration date?

No. The company states that the LTIP Units do not have an expiration date, although they are subject to vesting and performance conditions as described.