Form 4: STAG Industrial Director Acquires Shares for Services

STAG Industrial Director Francis X. Jacoby III acquired 434 shares of common stock valued at $37.36 per share in lieu of quarterly director fees.

Summary

• Francis X. Jacoby III, a Director of STAG Industrial, Inc., acquired 434 shares of the company's common stock.
• The transaction occurred on January 15, 2026.
• The shares were valued at $37.36 each, based on the average closing price for the 10-day period ended January 12, 2026.
• This acquisition was made in lieu of quarterly director fees totaling $16,250, pursuant to the company's 2011 Equity Incentive Plan.
• Following this transaction, Mr. Jacoby beneficially owns 33,368 shares of STAG Industrial common stock.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. This is a routine insider transaction for director compensation, which is expected. The positive aspect is the director increasing ownership, aligning interests with shareholders, but it's not a significant open market purchase.

Positives

• A director is increasing their direct ownership in the company, which can signal confidence in the company's future performance.
• The use of equity for director compensation aligns the interests of the director with those of shareholders.

Future Outlook

The filing does not contain specific forward-looking statements or guidance, beyond the transaction date being in the future.

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.
• The shares were valued at the average closing price of the shares for the 10-day period ended January 12, 2026, which was $37.36.

Industry Context

This transaction is a routine insider filing for director compensation, common across publicly traded companies, particularly REITs like STAG Industrial, which often use equity to align management and director interests with shareholders. It does not provide broader industry trend insights.

Comparison to Industry Standards

• The practice of compensating directors with equity, such as common stock, is a standard corporate governance practice across various industries, including the Real Estate Investment Trust (REIT) sector where STAG Industrial operates.
• Many companies, including peers in the industrial REIT space like Prologis (PLD) or Duke Realty (DRE, prior to acquisition), utilize similar equity incentive plans to align director interests with long-term shareholder value.
• The valuation method, using an average closing price over a period, is also a common and transparent approach for determining the fair value of shares issued for compensation.

Corporate Governance

Related Party Transactions

• The transaction involves a director receiving compensation (shares) from the company, which is a related party transaction, but it is a standard and disclosed form of compensation.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholders due to equity ownership. No dilution impact beyond what is anticipated by the existing equity plan.
• Employees: No direct impact mentioned.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Next Steps

• Continued service of Francis X. Jacoby III as a director of STAG Industrial, Inc.
• Future quarterly compensation for directors may continue to involve equity grants under the 2011 Equity Incentive Plan.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction where a director received shares as compensation for services. While it indicates alignment of interests and director confidence, it does not provide new material information that would fundamentally alter the investment thesis for STAG Industrial. It's an expected event and does not warrant a change in investment recommendation based solely on this filing.

Keywords

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