Form 4: STAG Industrial Director Receives LTIP Unit Grant

STAG Industrial, Inc. director Virgis Colbert was granted 3,369 Long-Term Incentive Plan Units, aligning his interests with shareholders.

Summary

• Director Virgis Colbert of STAG Industrial, Inc. received a grant of 3,369 Long-Term Incentive Plan (LTIP) Units.
• The grant occurred on January 8, 2026, pursuant to the Issuer's 2011 Equity Incentive Plan, as amended.
• These LTIP Units are structured to vest on a quarterly basis over a one-year period.
• Upon achieving full parity with common units of the Operating Partnership (OP Units), non-forfeitable LTIP Units can be converted into OP Units.
• Converted OP Units may then be redeemed for cash equal to the then-current market value of one share of STAG Industrial's common stock or, at the Issuer's election, for shares of common stock on a one-for-one basis.
• Following this transaction, Mr. Colbert beneficially owns a total of 19,893 derivative securities.

Sentiment

Score: 6

Explanation: Slightly positive. This is a routine compensation event that aligns director interests with shareholders, which is generally viewed favorably. No negative implications are present.

Positives

• The grant of LTIP Units aligns the director's long-term financial interests with those of the shareholders.
• The one-year quarterly vesting schedule encourages continued service and performance from the director.
• The potential for conversion to common stock provides a direct incentive tied to the company's equity value.

Future Outlook

The LTIP Units are designed to vest quarterly over a one-year period, with the potential to achieve full parity with common units of the Operating Partnership. This allows for future conversion into OP Units, which can then be redeemed for cash or shares of STAG Industrial's common stock on a one-for-one basis, linking future compensation to company performance.

Management Comments

• The long-term incentive plan units ("LTIP Units") were granted to the reporting person on January 8, 2026 pursuant to the Issuer's 2011 Equity Incentive Plan, as amended.
• The LTIP Units vest on a quarterly basis over a one-year period.
• 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.

Industry Context

The grant of Long-Term Incentive Plan (LTIP) Units to a director is a common practice in the real estate investment trust (REIT) industry and broader corporate landscape. It serves as a key component of executive and director compensation, aiming to align the interests of leadership with long-term shareholder value creation, particularly in companies with complex partnership structures like STAG Industrial's Operating Partnership.

Comparison to Industry Standards

• Granting equity-based compensation like LTIP units to directors is a standard practice across publicly traded companies, especially REITs, to incentivize long-term performance and align interests with shareholders.
• The vesting schedule (quarterly over one year) is a typical structure for such grants, balancing immediate incentive with retention.
• The conversion mechanism of LTIP units to OP units and then to common stock or cash is a common feature in UPREIT structures, similar to those used by peers like Prologis (PLD) or Duke Realty (DRE, prior to acquisition), ensuring that the value of the incentive is directly tied to the underlying equity performance.

Corporate Governance

Related Party Transactions

• The grant of LTIP Units to Director Virgis Colbert is an insider transaction, as he is a director of STAG Industrial, Inc.

Stakeholder Impact

• Shareholders: The grant aligns the director's financial interests with the long-term performance of the company, potentially leading to more focused decision-making aimed at increasing shareholder value.

Next Steps

• The granted LTIP Units will vest on a quarterly basis over a one-year period.
• Upon vesting and achieving full parity, the LTIP Units may be converted into Operating Partnership (OP) Units.
• Converted OP Units can subsequently be redeemed for cash or shares of STAG Industrial's common stock.

Key Dates

Keywords

STAG Industrial, STAG, Form 4, SEC Filing, LTIP Units, Long-Term Incentive Plan, Director Compensation, Equity Grant, Insider Transaction, Virgis Colbert