Form 4: STAG Industrial Director Acquires Shares

STAG Industrial Director Michelle Dilley acquired 574 shares of common stock valued at $35.93 per share as compensation for her services.

Summary

• Michelle Dilley, a Director of STAG Industrial, Inc., acquired 574 shares of common stock.
• The transaction occurred on October 15, 2025.
• The shares were valued at $35.93 per share, based on the average closing price for the 10-day period ended October 10, 2025.
• This acquisition was in lieu of quarterly director fees totaling $20,625.
• The shares were issued under STAG Industrial, Inc.'s 2011 Equity Incentive Plan, as amended.
• Following this transaction, Michelle Dilley beneficially owns 12,912 shares of common stock directly.

Sentiment

Score: 7

Explanation: The acquisition of shares by a director, even as compensation, generally indicates confidence and aligns management interests with shareholders, which is a positive signal. It's a routine transaction, so not extremely positive, but certainly not negative.

Positives

• Director Michelle Dilley increased her direct ownership in STAG Industrial by acquiring 574 shares, aligning her interests with shareholders.
• The issuance of shares as compensation demonstrates a commitment to the company's long-term performance and is a common practice to incentivize value creation.

Negatives

• No direct cash payment for director fees, which could be a minor liquidity consideration for the director, though this is a common practice in equity compensation.

Risks

• No specific risks are mentioned in this Form 4 filing.

Future Outlook

Not applicable, as this Form 4 filing reports a past insider transaction and does not contain forward-looking statements or guidance.

Industry Context

Director compensation often includes equity components to align the interests of board members with those of shareholders. This practice is common across various industries, particularly in publicly traded companies, to incentivize long-term value creation and responsible governance.

Comparison to Industry Standards

• The practice of compensating directors with equity, such as common stock, is a widely accepted corporate governance standard.
• Many companies, including peers in the REIT sector, utilize equity incentive plans to provide non-cash compensation, fostering a direct stake in the company's performance.
• Similar practices are observed in other industrial REITs like Prologis (PLD) and Duke Realty (DRE, prior to acquisition), where a significant portion of director compensation is often equity-based to promote alignment with shareholder returns.

Corporate Governance

Related Party Transactions

• The acquisition of shares by Director Michelle Dilley as compensation for her services constitutes a related party transaction, as it involves a transaction between the company and a member of its board of directors.

Stakeholder Impact

• Shareholders: The acquisition of shares by a director aligns their interests with those of shareholders, potentially fostering better long-term decision-making and increasing confidence in the company's future.

Next Steps

• No specific future actions or milestones are mentioned in this Form 4 filing.

Key Dates

Keywords

STAG Industrial, STAG, Michelle Dilley, Director, Insider Trading, Form 4, Stock Acquisition, Equity Incentive Plan, Common Stock, Director Compensation