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

STAG Industrial, Inc. Director Michelle Dilley received a grant of 3,369 long-term incentive plan units vesting over one year.

Summary

• Michelle Dilley, a Director of STAG Industrial, Inc. (STAG), was granted 3,369 Long-Term Incentive Plan (LTIP) Units.
• The grant occurred on January 8, 2026, under the Issuer's 2011 Equity Incentive Plan, as amended.
• These LTIP Units will vest on a quarterly basis over a one-year period.
• LTIP Units can achieve full parity with common units of the Operating 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 STAG's common stock or, at the Issuer's election, for shares of common stock on a one-for-one basis.
• Following this transaction, Michelle Dilley beneficially owns 31,044 derivative securities (LTIP Units).

Sentiment

Score: 7

Explanation: The grant of equity incentives to a director is generally a positive sign of alignment with shareholder interests and is a routine compensation event. It does not indicate any immediate operational or financial performance issues.

Positives

• The grant of LTIP Units aligns the director's interests with those of shareholders, as the value of the units is tied to the company's stock performance.
• The transaction is part of a pre-existing, disclosed equity incentive plan, indicating a structured approach to executive and director compensation.

Future Outlook

The LTIP Units are designed to vest over a one-year period on a quarterly basis, indicating a future alignment of the director's incentives with the company's long-term performance.

Management Comments

• The long-term incentive plan units were granted pursuant to the Issuer's 2011 Equity Incentive Plan, as amended.

Industry Context

The grant of long-term incentive units to a director is a common practice in publicly traded companies, particularly in the REIT sector, to align the interests of management and directors with those of shareholders and to incentivize long-term performance.

Comparison to Industry Standards

• The use of LTIP Units, convertible into common stock or cash, is a standard equity incentive mechanism widely adopted across various industries, including real estate investment trusts (REITs).
• The vesting schedule of quarterly over one year is a typical short-to-medium term incentive structure, comparable to similar plans at companies like Prologis (PLD) or Duke Realty (DRE, prior to acquisition).

Corporate Governance

Related Party Transactions

• The grant of 3,369 LTIP Units to Michelle Dilley, a Director, constitutes a related party transaction as part of her compensation package.

Stakeholder Impact

• Shareholders: The grant aligns the director's financial interests with shareholder value creation, potentially leading to more focused long-term decision-making.
• Employees: No direct impact on general employees is indicated by this specific filing.

Next Steps

• The LTIP Units will vest on a quarterly basis over the next year, starting from January 8, 2026.

Key Dates

Keywords

STAG Industrial, STAG, Form 4, SEC filing, LTIP Units, equity grant, director compensation, insider transaction, corporate governance