Form 4: STAG Industrial Director Michelle Dilley Acquires 3,812 LTIP Units

Director Michelle Dilley acquired 3,812 Long-Term Incentive Plan (LTIP) Units in STAG Industrial Operating Partnership on January 7, 2025, which are subject to vesting and potential conversion to common stock.

Summary

• On January 7, 2025, Michelle Dilley, a director of STAG Industrial, Inc., was granted 3,812 Long-Term Incentive Plan (LTIP) Units of STAG Industrial Operating Partnership, L.P.
• These LTIP Units were granted pursuant to the Issuer's 2011 Equity Incentive Plan, as amended.
• The LTIP Units vest on a quarterly basis over a one-year period.
• The reporting person directly owns 27,675 shares of Common Stock, par value $0.01 per share.
• Over time, the LTIP Units can achieve full parity with common units of limited partnership of the Operating Partnership ('OP Units') for all purposes.
• If such parity is reached, non-forfeitable LTIP Units may be converted into OP Units and then may be redeemed for cash equal to the then-current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis.
• LTIP Units do not have an expiration date.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The granting of LTIP units is a standard practice and indicates confidence in the company's future performance. The vesting schedule and potential conversion to common stock suggest a long-term commitment from the director.

Positives

• The acquisition of LTIP units aligns the director's interests with those of the shareholders, incentivizing performance and value creation.

Future Outlook

The LTIP Units vest over a one-year period and can be converted into OP Units, which can then be redeemed for cash or common stock, indicating a potential future increase in the director's holdings of STAG Industrial stock.

Industry Context

The granting of LTIP units is a common practice in the real estate industry to incentivize executives and align their interests with those of the shareholders. STAG Industrial uses this method to reward and retain its directors.

Comparison to Industry Standards

• Many REITs and real estate companies use LTIPs as part of their compensation packages.
• These plans typically vest over a period of years and are designed to align management's interests with those of shareholders by rewarding long-term value creation.
• The specific terms of STAG Industrial's LTIP, such as the vesting schedule and conversion terms, are likely comparable to those offered by its peers.

Stakeholder Impact

• The granting of LTIP units can positively impact shareholders by aligning management's interests with long-term value creation.
• Employees may view this as a positive sign of the company's commitment to its leadership.

Next Steps

• The LTIP Units will vest on a quarterly basis over the next year.
• The director may choose to convert the LTIP Units into OP Units and then redeem them for cash or common stock in the future.

Key Dates