Form 4: STAG Industrial Director Acquires 3,369 LTIP Units

STAG Industrial Director Benjamin S Butcher acquired 3,369 Long-Term Incentive Plan Units on January 8, 2026, aligning his interests with shareholders.

Summary

• Benjamin S Butcher, a Director of STAG Industrial, Inc., acquired 3,369 Long-Term Incentive Plan Units (LTIP Units) of STAG Industrial Operating Partnership, L.P.
• The transaction occurred on January 8, 2026, and was made pursuant to a Rule 10b5-1(c) plan.
• The LTIP Units were granted under the Issuer's 2011 Equity Incentive Plan, as amended.
• These LTIP Units vest on a quarterly basis over a one-year period.
• Following this transaction, Benjamin S Butcher beneficially owns 590,623 derivative securities (LTIP Units).
• LTIP Units can achieve full parity with common units of limited partnership (OP Units) and may be converted into OP Units.
• Converted OP Units can then be redeemed for cash equal to the market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of common stock on a one-for-one basis.

Sentiment

Score: 7

Explanation: The acquisition of LTIP Units by a director is generally viewed positively as it increases insider ownership and aligns the director's financial interests with the long-term performance of the company and its shareholders.

Positives

• A Director, Benjamin S Butcher, increased his beneficial ownership in the company through an equity grant, which typically aligns management's interests with those of shareholders.
• The grant was made under a pre-arranged Rule 10b5-1(c) plan, indicating a planned acquisition rather than a reactive one.

Future Outlook

The acquired LTIP Units will vest on a quarterly basis over a one-year period. Upon achieving full parity and non-forfeitability, these units can be converted into OP Units and subsequently redeemed for cash or common stock, providing future liquidity or equity ownership.

Industry Context

Equity incentive plans, such as the one used by STAG Industrial, are a common practice across various industries, including Real Estate Investment Trusts (REITs), to compensate directors and executives, align their interests with long-term company performance, and encourage retention.

Comparison to Industry Standards

• The use of Long-Term Incentive Plan Units (LTIP Units) is a standard equity compensation vehicle for REITs, allowing for tax-efficient compensation that aligns with the partnership structure common in the REIT industry.
• Grants made under Rule 10b5-1 plans are a common practice for insiders to establish pre-arranged trading plans, providing an affirmative defense against insider trading allegations and demonstrating planned, rather than opportunistic, transactions.

Stakeholder Impact

• Shareholders: The transaction increases a director's equity stake, potentially enhancing alignment between management and shareholder interests, which could be viewed favorably.
• Employees: While not directly impacting all employees, the use of an equity incentive plan demonstrates a commitment to performance-based compensation, which can influence company culture and motivation.

Next Steps

• The LTIP Units will vest on a quarterly basis over the next year.
• Upon vesting and achieving parity, the LTIP Units may be converted into OP Units and subsequently redeemed for cash or shares of STAG Industrial common stock.

Key Dates

Keywords

STAG Industrial, LTIP Units, Insider Transaction, Form 4, Equity Incentive Plan, Director Compensation, Real Estate Investment Trust, REIT