Form 4: STAG Director Marr Receives Equity Compensation

Christopher P. Marr, a director at STAG Industrial, Inc., acquired 452 shares of common stock as compensation for his services.

Summary

• Director Christopher P. Marr acquired 452 shares of STAG Industrial, Inc. common stock on October 15, 2025.
• The shares were issued as compensation for quarterly director fees totaling $16,250.
• The valuation of the shares was based on an average closing price of $35.93 for the 10-day period ending October 10, 2025.
• This acquisition was made pursuant to STAG Industrial, Inc.'s 2011 Equity Incentive Plan, as amended.
• Following this transaction, Christopher P. Marr directly beneficially owns 7,426 shares and indirectly owns 20,152 shares through a trust.
• The transaction was made pursuant to a Rule 10b5-1(c) pre-planned contract, instruction, or written plan.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. It's a routine compensation event, but the director's increased equity stake, even through compensation, generally aligns interests with shareholders. The use of a 10b5-1 plan also indicates good governance.

Positives

• The issuance of equity as compensation aligns the director's interests with those of shareholders.
• The transaction was executed under a pre-planned Rule 10b5-1(c) plan, indicating a structured approach to insider transactions.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the details of the reported transaction.

Management Comments

• 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 $16,250 for the reporting person's services as a director.

Industry Context

This routine insider transaction reflects standard corporate governance practices where directors receive equity as part of their compensation, a common practice across various industries to align management and shareholder interests.

Comparison to Industry Standards

• The practice of compensating directors with equity, as seen with STAG Industrial, Inc., is a widely adopted corporate governance standard among publicly traded companies, particularly in the REIT sector, to foster long-term commitment and align interests.
• The use of a Rule 10b5-1 plan for such transactions is also a common best practice, demonstrating a commitment to transparency and avoiding accusations of trading on material non-public information, comparable to practices at peers like Prologis (PLD) or Duke Realty (DRE, prior to acquisition).

Related Party Transactions

• The acquisition of shares by Director Christopher P. Marr as compensation for his services constitutes a related party transaction, as it involves a company director.

Stakeholder Impact

• Shareholders: The transaction increases a director's equity stake, potentially strengthening alignment of interests between management and shareholders.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Key Dates

Keywords

STAG Industrial, STAG, Form 4, Insider Transaction, Equity Compensation, Director Compensation, Share Acquisition, Rule 10b5-1