Form 8-K

8-K — STAG Industrial, Inc.

Accession: 0001479094-26-000016

Filed: 2026-04-28

Period: 2026-04-28

CIK: 0001479094

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — stag-20260428.htm (Primary)

EX-99.1 (q12026earningsrelease.htm)

GRAPHIC (staglogoa031a24.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: stag-20260428.htm · Sequence: 1

stag-20260428

0001479094false00014790942026-04-282026-04-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 28, 2026

STAG INDUSTRIAL, INC.

(Exact name of registrant as specified in its charter)

Maryland 1-34907 27-3099608

(State or Other Jurisdiction (Commission (IRS Employer

of Incorporation) File Number) Identification No.)

One Federal Street, 23rd Floor

Boston, Massachusetts 02110

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (617) 574-4777

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered

Common stock, $0.01 par value per share STAG New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities and Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 28, 2026, STAG Industrial, Inc. (the “Company”) issued a press release announcing its results of operations for the three months ended March 31, 2026, and its financial condition as of March 31, 2026. A copy of such press release is furnished as Exhibit 99.1 to this report. The press release referred to certain supplemental information that is available in the Investor Relations section of the Company’s website at www.stagindustrial.com.

As previously announced and as further detailed in the press release furnished with this report, the Company will conduct a conference call at 10:00 a.m. eastern time on Wednesday, April 29, 2026, to discuss its first quarter results of operations and financial condition.

The information in Item 2.02 of this report, including the information in the press release attached as Exhibit 99.1 to this report, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 2.02 of this report, including the information in the press release attached as Exhibit 99.1 to this report, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act of 1933, as amended.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit Number Description

99.1

Press release dated April 28, 2026

104 Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STAG INDUSTRIAL, INC.

By: /s/ Jeffrey M. Sullivan

Jeffrey M. Sullivan

Executive Vice President, General Counsel

and Secretary

Dated: April 28, 2026

EX-99.1

Filename: q12026earningsrelease.htm · Sequence: 2

Document

STAG INDUSTRIAL ANNOUNCES FIRST QUARTER 2026 RESULTS

Boston, MA — April 28, 2026 - STAG Industrial, Inc. (the “Company”) (NYSE:STAG), today announced its financial and operating results for the quarter ended March 31, 2026.

“STAG delivered strong first quarter results driven by healthy leasing activity, disciplined capital allocation, and a growing acquisition pipeline,” said Bill Crooker, President and Chief Executive Officer of the Company. “These results set a solid foundation for 2026 and we remain well positioned to capitalize on opportunities.”

First Quarter 2026 Highlights

•Reported $0.32 of net income per basic and diluted common share for the first quarter of 2026, compared to $0.49 of net income per basic and diluted common share for the first quarter of 2025. Reported $62.0 million of net income attributable to common stockholders for the first quarter of 2026, compared to net income attributable to common stockholders of $91.3 million for the first quarter of 2025.

•Achieved $0.65 of Core FFO per diluted share for the first quarter of 2026, an increase of 6.6% compared to the first quarter of 2025 Core FFO per diluted share of $0.61.

•Produced Same Store Cash NOI of $159.3 million for the first quarter of 2026, an increase of 4.1% compared to the first quarter of 2025 of $153.1 million.

•Acquired one building in the first quarter of 2026, consisting of 748,833 square feet, for $80.7 million, with a Cash Capitalization Rate of 6.1%.

•Sold one building in the first quarter of 2026, consisting of 584,301 square feet, for $30.1 million.

•Achieved an Occupancy Rate of 95.1% on the total portfolio and 96.0% on the Operating Portfolio as of March 31, 2026.

•Commenced Operating Portfolio leases of 6.0 million square feet for the first quarter of 2026, resulting in a Cash Rent Change and Straight-Line Rent Change of 20.9% and 39.6%, respectively.

•Experienced 69.5% Retention for 6.5 million square feet of leases expiring in the quarter.

•Subsequent to quarter end, signed a lease totaling 72,900 square feet of warehouse and distribution space at the Company's development project at 452 Casual Drive in Wellford, South Carolina.

•Subsequent to quarter end, signed a lease totaling 44,980 square feet of warehouse and distribution space at the Company's development project at 2745 Piedmont Commerce Street SW in Concord, North Carolina.

Please refer to the Non-GAAP Financial Measures and Other Definitions section at the end of this release for definitions of capitalized terms used in this release.

The Company will host a conference call tomorrow, Wednesday, April 29, 2026 at 10:00 a.m. (Eastern Time), to discuss the quarter’s results and provide information about acquisitions, operations, capital markets and corporate activities. Details of the call can be found at the end of this release.

Key Financial Measures

FIRST QUARTER 2026 KEY FINANCIAL MEASURES

Three months ended March 31,

Metrics 2026 2025 % Change

(in $000s, except per share data)

Net income attributable to common stockholders $61,961 $91,340 (32.2) %

Net income per common share — basic $0.32 $0.49 (34.7) %

Net income per common share — diluted $0.32 $0.49 (34.7) %

Cash NOI $169,916 $157,197 8.1 %

Same Store Cash NOI (1)

$159,309 $153,080 4.1 %

Adjusted EBITDAre

$159,001 $146,413 8.6 %

Core FFO $126,579 $115,241 9.8 %

Core FFO per share / unit — basic $0.65 $0.61 6.6 %

Core FFO per share / unit — diluted $0.65 $0.61 6.6 %

Cash Available for Distribution $109,705 $106,486 3.0 %

(1) The Same Store pool accounted for 93.0% of the total portfolio square footage as of March 31, 2026.

Definitions of the above-mentioned non-GAAP financial measures, together with reconciliations to net income (loss) in accordance with GAAP, appear at the end of this release. Please also see the Company’s supplemental information package for additional disclosure.

Acquisition, Development and Disposition Activity

For the three months ended March 31, 2026, the Company acquired one building for $80.7 million with an Occupancy Rate of 100.0% upon acquisition. The chart below details the acquisition activity for the quarter:

FIRST QUARTER 2026 ACQUISITION ACTIVITY

Market Date Acquired Square Feet Buildings Purchase Price ($000s) W.A. Lease Term (Years) Cash Capitalization Rate Straight-Line Capitalization Rate

Kansas City, MO 2/9/2026 748,833 1 $80,713 12.4

Total / weighted average 748,833 1 $80,713 12.4 6.1% 7.3%

As of April 27, 2026, the Pipeline amounted to $3.9 billion, consisting of 164 buildings totaling 33.8 million square feet.

The chart below details the disposition activity for the three months ended March 31, 2026:

2026 DISPOSITION ACTIVITY

Square Feet Buildings Sale Price ($000s)

Q1 584,301 1 $30,100

Total 584,301 1 $30,100

Leasing Activity

The chart below details the leasing activity for leases commenced during the three months ended March 31, 2026:

FIRST QUARTER 2026 OPERATING PORTFOLIO LEASING ACTIVITY

Lease Type Square Feet Lease Count W.A. Lease Term (Years) Cash

Base Rent

$/SF SL Base Rent

$/SF Lease

Commissions

$/SF Tenant Improvements $/SF

Cash Rent Change

SL Rent Change Retention

New Leases 1,450,043 8 8.4 $5.88 $6.52 $2.42 $0.38 35.5% 61.0%

Renewal Leases 4,546,157 29 5.7 $5.95 $6.33 $1.10 $0.09 16.9% 33.7% 69.5%

Total / weighted average 5,996,200 37 6.3 $5.93 $6.38 $1.42 $0.16 20.9% 39.6%

Additionally, for the three months ended March 31, 2026, leases commenced totaling 181,024 square feet related to Value Add assets and first generation leasing. These are excluded from the Operating Portfolio statistics above.

As of April 27, 2026, addressed 79.0% of expected 2026 new and renewal leasing, consisting of 14.4 million square feet, achieving Cash Rent Change of 20.2%.

Subsequent to quarter end, the Company signed a lease totaling 72,900 square feet of warehouse and distribution space at the Company's development project at 452 Casual Drive in Wellford, South Carolina. This building is now 100% leased.

Subsequent to quarter end, the Company signed a lease totaling 44,980 square feet of warehouse and distribution space at the Company's development project at 2745 Piedmont Commerce Street SW in Concord, North Carolina. This building is now 90% leased.

Year to date, the Company signed four leases totaling 252,496 square feet of warehouse and distribution space across the Company's development projects.

Capital Markets Activity

In the first quarter of 2026, the Company sold 160,441 shares on a forward basis under the ATM common stock offering program at an average price of $38.30 per share, or $6.1 million. The Company does not initially receive any proceeds from the sale of shares on a forward basis and has until the the agreed-upon maturity date (typically one year) to settle the forward contract.

As of March 31, 2026, Net Debt to Annualized Run Rate Adjusted EBITDAre was 5.0x and Liquidity was $805.7 million.

Quarterly Dividend Declaration

On April 27, 2026, the Company's Board of Directors authorized a dividend in the amount of $0.3875 per share for the second quarter of 2026, payable in cash on July 15, 2026, to common stockholders and common unit holders of record as of June 30, 2026.

Conference Call

The Company will host a conference call tomorrow, Wednesday, April 29, 2026, at 10:00 a.m. (Eastern Time) to discuss the quarter’s results. The call can be accessed live over the phone toll-free by dialing (877) 407-4018, or for international callers, (201) 689-8471. A replay will be available shortly after the call and can be accessed by dialing (844) 512-2921, or for international callers, (412) 317-6671. The passcode for the replay is 13759667.

Interested parties may also listen to a simultaneous webcast of the conference call by visiting the Investor Relations section of the Company’s website at www.stagindustrial.com, or by clicking on the following link:

http://ir.stagindustrial.com/QuarterlyResults

Supplemental Schedule

The Company has provided a supplemental information package with additional disclosure and financial information on its website (www.stagindustrial.com) under the “Quarterly Results” tab in the Investor Relations section.

CONSOLIDATED BALANCE SHEETS

STAG Industrial, Inc.

(unaudited, in thousands, except share data)

March 31, 2026 December 31, 2025

Assets

Rental Property:

Land $ 815,587 $ 811,569

Buildings and improvements, net of accumulated depreciation of $1,165,447 and $1,119,931, respectively

5,617,747 5,593,471

Deferred leasing intangibles, net of accumulated amortization of $444,797 and $425,502, respectively

383,337 394,967

Total rental property, net 6,816,671 6,800,007

Cash and cash equivalents 8,856 14,910

Restricted cash 30,298 85,973

Tenant accounts receivable 161,353 156,458

Prepaid expenses and other assets 111,143 104,484

Interest rate swaps 15,578 13,529

Operating lease right-of-use assets 32,155 32,708

Assets held for sale, net 7,512 —

Total assets $ 7,183,566 $ 7,208,069

Liabilities and Equity

Liabilities:

Unsecured credit facility $ 200,000 $ 262,000

Unsecured term loans, net 1,021,630 1,021,341

Unsecured notes, net 1,967,381 1,966,994

Mortgage note, net 3,926 3,980

Accounts payable, accrued expenses and other liabilities 127,629 135,397

Interest rate swaps 460 1,310

Tenant prepaid rent and security deposits 62,546 59,225

Dividends and distributions payable 75,631 24,187

Deferred leasing intangibles, net of accumulated amortization of $35,894 and $34,098, respectively

23,597 25,566

Operating lease liabilities 36,542 37,040

Total liabilities $ 3,519,342 $ 3,537,040

Equity:

Preferred stock, par value $0.01 per share, 20,000,000 shares authorized at March 31, 2026 and December 31, 2025; none issued or outstanding

— —

Common stock, par value $0.01 per share, 300,000,000 shares authorized at March 31, 2026 and December 31, 2025, 191,201,600 and 191,005,261 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

1,912 1,910

Additional paid-in capital 4,616,147 4,616,888

Cumulative dividends in excess of earnings (1,047,089) (1,034,954)

Accumulated other comprehensive income 14,697 11,853

Total stockholders’ equity 3,585,667 3,595,697

Noncontrolling interest in operating partnership 74,567 71,342

Noncontrolling interest in joint ventures 3,990 3,990

Total equity $ 3,664,224 $ 3,671,029

Total liabilities and equity $ 7,183,566 $ 7,208,069

CONSOLIDATED STATEMENTS OF OPERATIONS

STAG Industrial, Inc.

(unaudited, in thousands, except per share data)

Three months ended March 31,

2026 2025

Revenue

Rental income $ 223,848 $ 205,362

Other income 359 212

Total revenue 224,207 205,574

Expenses

Property 47,316 43,678

General and administrative 13,855 13,306

Depreciation and amortization 78,594 73,900

Other expenses 438 572

Total expenses 140,203 131,456

Other income (expense)

Interest and other income 96 5

Interest expense (35,885) (32,529)

Gain on involuntary conversion — 1,855

Gain on the sales of rental property, net 15,099 49,913

Total other income (expense) (20,690) 19,244

Net income $ 63,314 $ 93,362

Less: income attributable to noncontrolling interest in operating partnership 1,315 1,964

Net income attributable to STAG Industrial, Inc. $ 61,999 $ 91,398

Less: amount allocated to participating securities 38 58

Net income attributable to common stockholders $ 61,961 $ 91,340

Weighted average common shares outstanding — basic 190,996 186,468

Weighted average common shares outstanding — diluted 191,238 186,758

Net income per share — basic and diluted

Net income per share attributable to common stockholders — basic $ 0.32 $ 0.49

Net income per share attributable to common stockholders — diluted $ 0.32 $ 0.49

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

STAG Industrial, Inc.

(unaudited, in thousands)

Three months ended March 31,

2026 2025

NET OPERATING INCOME RECONCILIATION

Net income $ 63,314 $ 93,362

General and administrative 13,855 13,306

Depreciation and amortization 78,594 73,900

Interest and other income (96) (5)

Interest expense 35,885 32,529

Gain on involuntary conversion — (1,855)

Other expenses 438 572

Gain on the sales of rental property, net (15,099) (49,913)

Net operating income $ 176,891 $ 161,896

Rental property straight-line rent adjustments, net (6,466) (4,115)

Amortization of above and below market leases, net (509) (584)

Cash net operating income $ 169,916 $ 157,197

Cash net operating income $ 169,916

Cash NOI from acquisition and disposition timing 380

Cash termination, solar and other income (427)

Run Rate Cash NOI $ 169,869

Same Store Portfolio NOI

Total NOI $ 176,891 $ 161,896

Less: NOI non-same-store properties (11,886) (3,625)

Termination, solar and other adjustments, net (706) (414)

Same Store NOI $ 164,299 $ 157,857

Less: straight-line rent adjustments, net (4,529) (4,142)

Plus: amortization of above and below market leases, net (461) (635)

Same Store Cash NOI $ 159,309 $ 153,080

EBITDA FOR REAL ESTATE (EBITDAre) RECONCILIATION

Net income $ 63,314 $ 93,362

Depreciation and amortization 78,594 73,900

Interest and other income (96) (5)

Interest expense 35,885 32,529

Gain on the sales of rental property, net (15,099) (49,913)

EBITDAre

$ 162,598 $ 149,873

ADJUSTED EBITDAre RECONCILIATION

EBITDAre

$ 162,598 $ 149,873

Straight-line rent adjustments, net (6,550) (4,190)

Amortization of above and below market leases, net (509) (584)

Non-cash compensation expense 3,462 3,182

Non-recurring other items — (13)

Gain on involuntary conversion — (1,855)

Adjusted EBITDAre

$ 159,001 $ 146,413

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

STAG Industrial, Inc.

(unaudited, in thousands, except per share data)

Three months ended March 31,

2026 2025

CORE FUNDS FROM OPERATIONS RECONCILIATION

Net income $ 63,314 $ 93,362

Rental property depreciation and amortization 78,509 73,814

Gain on the sales of rental property, net (15,099) (49,913)

Funds from operations $ 126,724 $ 117,263

Amount allocated to restricted shares of common stock and unvested units (145) (167)

Funds from operations attributable to common stockholders and unit holders $ 126,579 $ 117,096

Gain on involuntary conversion — (1,855)

Core funds from operations $ 126,579 $ 115,241

Weighted average common shares and units

Weighted average common shares outstanding 190,996 186,468

Weighted average units outstanding 3,753 3,714

Weighted average common shares and units - basic 194,749 190,182

Dilutive shares 242 290

Weighted average common shares, units, and other dilutive shares - diluted 194,991 190,472

Core funds from operations per share / unit - basic $ 0.65 $ 0.61

Core funds from operations per share / unit - diluted $ 0.65 $ 0.61

CASH AVAILABLE FOR DISTRIBUTION RECONCILIATION

Core funds from operations $ 126,579 $ 115,241

Amount allocated to restricted shares of common stock and unvested units 145 167

Non-rental property depreciation and amortization 85 86

Straight-line rent adjustments, net (6,550) (4,190)

Capital expenditures (8,652) (4,979)

Capital expenditures reimbursed by tenants — (105)

Lease commissions and tenant improvements (6,735) (4,217)

Non-cash portion of interest expense 1,371 1,301

Non-cash compensation expense 3,462 3,182

Cash available for distribution $ 109,705 $ 106,486

Non-GAAP Financial Measures and Other Definitions

Acquisition Capital Expenditures: We define Acquisition Capital Expenditures as capital expenditures identified at the time of acquisition. Acquisition Capital Expenditures also include new lease commissions and tenant improvements for space that was not occupied under the Company's ownership.

Cash Available for Distribution: Cash Available for Distribution represents Core FFO, excluding non-rental property depreciation and amortization, straight-line rent adjustments, non-cash portion of interest expense, non-cash compensation expense, and deducts capital expenditures reimbursed by tenants, capital expenditures, leasing commissions and tenant improvements, and severance costs.

Cash Available for Distribution should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further, these measurements should be compared with our reported net income or net loss in accordance with GAAP, as presented in our consolidated financial statements.

Cash Available for Distribution excludes, among other items, depreciation and amortization and capture neither the changes in the value of our buildings that result from use or market conditions of our buildings, all of which have real economic effects and could materially impact our results from operations, the utility of these measures as measures of our performance is limited. In addition, our calculation of Cash Available for Distribution may not be comparable to similarly titled measures disclosed by other REITs.

Cash Capitalization Rate: We define Cash Capitalization Rate as calculated by dividing (i) the Company’s estimate of year one cash net operating income from the applicable property’s operations stabilized for occupancy (post-lease-up for vacant properties), which does not include termination income, solar income, miscellaneous other income, capital expenditures, general and administrative costs, reserves, tenant improvements and leasing commissions, credit loss, or vacancy loss, by (ii) the GAAP purchase price plus estimated Acquisition Capital Expenditures. These Capitalization Rate estimates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including those risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025.

Cash Rent Change: We define Cash Rent Change as the percentage change in the base rent of the lease commenced during the period compared to the base rent of the Comparable Lease for assets included in the Operating Portfolio. The calculation compares the first base rent payment due after the lease commencement date compared to the base rent of the last monthly payment due prior to the termination of the lease, excluding holdover rent. Rent under gross or similar type leases are converted to a net rent based on an estimate of the applicable recoverable expenses.

Comparable Lease: We define a Comparable Lease as a lease in the same space with a similar lease structure as compared to the previous in-place lease, excluding new leases for space that was not occupied under our ownership.

Earnings before Interest, Taxes, Depreciation, and Amortization for Real Estate (EBITDAre), Adjusted EBITDAre, Annualized Adjusted EBITDAre, Run Rate Adjusted EBITDAre, and Annualized Run Rate Adjusted EBITDAre: We define EBITDAre in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). EBITDAre represents net income (loss) (computed in accordance with GAAP) before interest expense, interest and other income, tax, depreciation and amortization, gains or losses on the sale of rental property, and loss on impairments. Adjusted EBITDAre further excludes straight-line rent adjustments, non-cash compensation expense, amortization of above and below market leases, net, gain (loss) on involuntary conversion, debt extinguishment and modification expenses, and other non-recurring items.

We define Annualized Adjusted EBITDAre as Adjusted EBITDAre multiplied by four.

We define Run Rate Adjusted EBITDAre as Adjusted EBITDAre plus incremental Adjusted EBITDAre adjusted for a full period of acquisitions and dispositions. Run Rate Adjusted EBITDAre does not reflect the Company’s historical results and does not predict future results, which may be substantially different.

We define Annualized Run Rate Adjusted EBITDAre as Run Rate Adjusted EBITDAre excluding allowable one-time items multiplied by four plus allowable one-time items.

EBITDAre, Adjusted EBITDAre, and Run Rate Adjusted EBITDAre should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further, EBITDAre, Adjusted EBITDAre, and Run Rate Adjusted EBITDAre should be compared with our reported net income or net loss in accordance with GAAP, as presented in our consolidated financial statements. We believe that EBITDAre, Adjusted EBITDAre, and Run Rate Adjusted EBITDAre are helpful to investors as supplemental measures of the operating performance of a real estate company because they are direct measures of the actual operating results of our properties. We also use these measures in ratios to compare our performance to that of our industry peers.

Funds from Operations (FFO) and Core FFO: We define FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, gains (losses) from sales of land, impairment write-downs of depreciable real estate, rental property depreciation and amortization (excluding amortization of deferred financing costs and fair market value of debt adjustment) and after adjustments for unconsolidated partnerships and joint ventures. Core FFO excludes debt extinguishment and modification expenses and other expenses, gain (loss) on involuntary conversion, gain (loss) on swap ineffectiveness, and non-recurring other expenses.

None of FFO or Core FFO should be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further, these measurements should be compared with our reported net income or net loss in accordance with GAAP, as presented in our consolidated financial statements. We use FFO as a supplemental performance measure because it is a widely recognized measure of the performance of REITs. FFO may be used by investors as a basis to compare our operating performance with that of other REITs. We and investors may use Core FFO similarly as FFO.

However, because FFO and Core FFO exclude, among other items, depreciation and amortization and capture neither the changes in the value of our buildings that result from use or market conditions of our buildings, all of which have real economic effects and could materially impact our results from operations, the utility of these measures as measures of our performance is limited. In addition, other REITs may not calculate FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. Similarly, our calculation of Core FFO may not be comparable to similarly titled measures disclosed by other REITs.

GAAP: We define GAAP as generally accepted accounting principles in the United States.

Liquidity: We define Liquidity as the amount of aggregate undrawn nominal commitments the Company could immediately borrow under the Company’s unsecured debt instruments, consistent with the financial covenants, plus unrestricted cash balances.

Market: We define Market as the market defined by CBRE-EA based on the building address. If the building is located outside of a CBRE-EA defined market, the city and state is reflected.

Net Debt: We define Net Debt as the outstanding principal balance of the Company's total debt, less cash and cash equivalents and proceeds from pending reverse Section 1031 like-kind exchanges that are included in restricted cash.

Net operating income (NOI), Cash NOI, and Run Rate Cash NOI: We define NOI as rental income, including reimbursements, less property expenses, which excludes depreciation, amortization, loss on impairments, general and administrative expenses, interest expense, interest income, gain (loss) on involuntary conversion, debt extinguishment and modification expenses, gain on sales of rental property, and other expenses.

We define Cash NOI as NOI less rental property straight-line rent adjustments and less amortization of above and below market leases, net.

We define Run Rate Cash NOI as Cash NOI plus Cash NOI adjusted for a full period of acquisitions and dispositions, less cash termination income, solar income and revenue associated with one-time tenant reimbursements of capital expenditures. Run Rate Cash NOI does not reflect the Company’s historical results and does not predict future results, which may be substantially different.

We consider NOI, Cash NOI and Run Rate Cash NOI to be appropriate supplemental performance measures to net income because we believe they help us, and investors understand the core operations of our buildings. None of these measures should be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further, these measurements should be compared with our reported net income or net loss in accordance with GAAP, as presented in our consolidated financial statements. Further, our calculations of NOI, Cash NOI and Run Rate NOI may not be comparable to similarly titled measures disclosed by other REITs.

Occupancy Rate: We define Occupancy Rate as the percentage of total leasable square footage for which either revenue recognition has commenced in accordance with GAAP or the lease term has commenced as of the close of the reporting period, whichever occurs earlier.

Operating Portfolio: We define the Operating Portfolio as all buildings that were acquired stabilized or have achieved Stabilization. The Operating Portfolio excludes non-core flex/office buildings, buildings contained in the Value Add Portfolio, and buildings classified as held for sale.

Pipeline: We define Pipeline as a point in time measure that includes all of the transactions under consideration by the Company’s acquisitions group that have passed the initial screening process. The pipeline also includes transactions under contract and transactions with non-binding LOIs.

Renewal Lease: We define a Renewal Lease as a lease signed by an existing tenant to extend the term for 12 months or more, including (i) a renewal of the same space as the current lease at lease expiration, (ii) a renewal of only a portion of the current space at lease expiration, or (iii) an early renewal or workout, which ultimately does extend the original term for 12 months or more.

Repositioning: We define Repositioning as significant capital improvements made to improve the functionality of a building without causing material disruption to the tenant or Occupancy Rate. Buildings undergoing Repositioning remain in the Operating Portfolio.

Retention: We define Retention as the percentage determined by taking Renewal Lease square footage commencing in the period divided by square footage of leases expiring in the period for assets included in the Operating Portfolio.

Same Store: We define Same Store properties as properties that were in the Operating Portfolio for the entirety of the comparative periods presented. The results for Same Store properties exclude termination fees, solar income, and revenue associated with one-time tenant reimbursements of capital expenditures. Same Store properties exclude Operating Portfolio properties with expansions placed into service or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2025.

Stabilization: We define Stabilization for assets under development or redevelopment to occur as the earlier of achieving 90% occupancy or 12 months after completion. Stabilization for assets that were acquired and immediately added to the Value Add Portfolio occurs under the following:

•if acquired with less than 75% occupancy as of the acquisition date, Stabilization will occur upon the earlier of achieving 90% occupancy or 12 months from the acquisition date,

•if acquired and will be less than 75% occupied due to known move-outs within two years of the acquisition date, Stabilization will occur upon the earlier of achieving 90% occupancy after the known move-outs have occurred or 12 months after the known move-outs have occurred.

Straight-Line Capitalization Rate: We define Straight-Line Capitalization Rate as calculated by dividing (i) the Company’s estimate of annual net operating income from the applicable property’s operations stabilized for occupancy (post-lease-up for vacant properties), which is utilzing the average monthly base rent over the term of the lease and does not include termination income, solar income, miscellaneous other income, capital expenditures, general and administrative costs, reserves, tenant improvements and leasing commissions, credit loss, or vacancy loss, by (ii) the GAAP purchase price plus estimated Acquisition Capital Expenditures. These Capitalization Rate estimates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including those risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025.

Straight-Line Rent Change (SL Rent Change): We define SL Rent Change as the percentage change in the average monthly base rent over the term of the lease that commenced during the period compared to the Comparable Lease for assets included in the Operating Portfolio. Rent under gross or similar type leases are converted to a net rent based on an estimate of the applicable recoverable expenses, and this calculation excludes the impact of any holdover rent.

Value Add Portfolio: We define the Value Add Portfolio as properties that meet any of the following criteria:

•less than 75% occupied as of the acquisition date;

•will be less than 75% occupied due to known move-outs within two years of the acquisition date;

•out of service with significant physical renovation of the asset;

•development.

Weighted Average Lease Term: We define Weighted Average Lease Term as the contractual lease term in years, assuming that tenants exercise no renewal options, purchase options, or early termination rights, as of the lease start date weighted by square footage. Weighted Average Lease Term related to acquired assets reflects the remaining lease term in years as of the acquisition date weighted by square footage.

Forward-Looking Statements

This earnings release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. STAG Industrial, Inc. (STAG) intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe STAG’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “should”, “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond STAG’s control and which could materially affect actual results, performances or achievements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the risk factors discussed in STAG’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, as updated by the Company’s subsequent reports filed with the Securities and Exchange Commission. Accordingly, there is no assurance that STAG’s expectations will be realized. Except as otherwise required by the federal securities laws, STAG disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in STAG’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

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