STAG Industrial (NYSE: STAG) CFO nets 25,242-share stock sale

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

STAG Industrial, Inc. executive vice president, CFO and treasurer Matts Pinard converted equity awards and sold stock. On February 23, 2026, he converted 25,242 LTIP Units into 25,242 OP Units, which were then redeemed for 25,242 shares of common stock. He sold 25,242 common shares in the open market at a weighted average price of $39.1777 per share, with individual sales ranging from $39.04 to $39.34. After these transactions, he directly held 951 shares of common stock, 93,859 LTIP Units and 25,242 OP Units.

Insider Trade Summary

Net Seller: 25,242 shares ($988,924)

Net Sell 5 txns

Insider Pinard Matts

Role EVP, CFO AND TREASURER

Sold 25,242 shs ($989K)

Type	Security	Shares	Price	Value
Conversion	LTIP Units	25,242	$0.00	--
Conversion	Partnership Units	25,242	$0.00	--
Conversion	Partnership Units	25,242	$0.00	--
Conversion	Common Stock	25,242	$0.00	--
Sale	Common Stock	25,242	$39.1777	$989K

Holdings After Transaction: LTIP Units — 93,859 shares (Direct); Partnership Units — 25,242 shares (Direct); Common Stock — 26,193 shares (Direct)

Footnotes (1)

On February 23, 2026, the reporting person converted a total of 25,242 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 25,242 common units of limited partnership of the Operating Partnership ("OP Units") and redeemed 25,242 OP Units. The LTIP Units are convertible into OP Units as they are non-forfeitable 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 February 23, 2026, sales prices ranged from $39.04 to $39.34. 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 Issuer's 2011 Equity Incentive Plan, as amended. 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 →

02/23/2026 - 04:48 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
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^*

Pinard Matts

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, CFO AND TREASURER

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		C⁽¹⁾		25,242	A	⁽¹⁾	26,193	D
Common Stock	02/23/2026		S		25,242	D	$39.1777⁽²⁾	951	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⁾	02/23/2026		C⁽¹⁾			25,242	⁽³⁾	⁽³⁾	Common Stock, par value $0.01 per share	25,242	⁽¹⁾⁽³⁾	93,859	D
Partnership Units⁽⁴⁾	⁽⁴⁾	02/23/2026		C⁽¹⁾		25,242		⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.01 per share	25,242	⁽¹⁾⁽⁴⁾	25,242	D
Partnership Units⁽⁴⁾	⁽⁴⁾	02/23/2026		C⁽¹⁾			25,242	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.01 per share	25,242	⁽¹⁾⁽⁴⁾	25,242	D

Explanation of Responses:

1. On February 23, 2026, the reporting person converted a total of 25,242 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 25,242 common units of limited partnership of the Operating Partnership ("OP Units") and redeemed 25,242 OP Units. The LTIP Units are convertible into OP Units as they are non-forfeitable 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 February 23, 2026, sales prices ranged from $39.04 to $39.34. 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 Issuer's 2011 Equity Incentive Plan, as amended. 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	02/23/2026
	** 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 CFO Matts Pinard?

STAG Industrial reported that CFO Matts Pinard converted 25,242 LTIP Units into OP Units and then into 25,242 shares of common stock, and sold those 25,242 shares in the open market on February 23, 2026.

How many STAG (STAG) shares did the CFO sell and at what price?

Matts Pinard sold 25,242 shares of STAG Industrial common stock at a weighted average price of $39.1777 per share. The sale prices ranged from $39.04 to $39.34 on February 23, 2026, according to the filed footnote.

What equity awards does the STAG (STAG) CFO still hold after this Form 4?

After the reported transactions, Matts Pinard directly holds 951 shares of common stock, 93,859 LTIP Units and 25,242 OP Units. The LTIP Units and OP Units are redeemable or convertible under conditions described in the company’s equity incentive and partnership arrangements.

How do LTIP Units and OP Units work at STAG (STAG)?

LTIP Units are long-term incentive units that can achieve parity with OP Units over time. Once non-forfeitable and at parity, LTIP Units may convert into OP Units, which are redeemable for cash or STAG Industrial common stock on a one-for-one basis at the issuer’s election.

Was the STAG (STAG) CFO’s sale part of a derivative conversion?

Yes. The CFO first converted 25,242 LTIP Units into 25,242 OP Units and redeemed those OP Units for 25,242 common shares. He then sold the 25,242 common shares in an open-market transaction on the same date.