Form 4: STAG Industrial EVP Awarded Significant Equity

STAG Industrial's EVP, GC, and Secretary, Jeffrey M. Sullivan, was granted 38,135 LTIP Units, including a fully vested performance-based award reflecting 154.5% of target achievement.

Summary

• Jeffrey M. Sullivan, EVP, GC, and Secretary of STAG Industrial, Inc., received grants of Long-Term Incentive Plan (LTIP) Units.
• On January 8, 2026, 11,668 LTIP Units were granted, which will vest quarterly over a four-year period pursuant to the Issuer's 2011 Equity Incentive Plan.
• An additional 26,467 LTIP Units were granted on January 8, 2026, which were fully vested as of the issuance date.
• These fully vested units were earned based on a performance unit award made in January 2023, where Mr. Sullivan achieved 154.5% of the target number of performance units over a three-year performance period.
• Following these transactions, Mr. Sullivan beneficially owns a total of 322,193 LTIP Units.
• LTIP Units can achieve full parity with common units of the Operating Partnership (OP Units) and may then be converted into OP Units, which can be redeemed for cash or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis.

Sentiment

Score: 8

Explanation: The filing indicates strong executive performance exceeding targets, leading to significant equity awards. This aligns management incentives with shareholder value and suggests positive operational execution.

Positives

• Reporting person, Jeffrey M. Sullivan, achieved 154.5% of the target performance units for an award made in January 2023, indicating strong performance exceeding expectations.
• Significant equity grants totaling 38,135 LTIP Units align management's interests with shareholders, promoting long-term value creation.
• A substantial portion of the granted LTIP Units (26,467) are fully vested upon issuance, reflecting successful past performance over a three-year period.

Future Outlook

The 11,668 LTIP Units granted on January 8, 2026, will vest on a quarterly basis over a four-year period, aligning future incentives and retention for the executive.

Management Comments

• The Board of Directors of the Issuer granted the LTIP Units to the reporting person.
• The Compensation Committee of the Board determined the number of LTIP Units earned based on a performance unit award.

Industry Context

This filing reflects standard executive compensation practices within the REIT (Real Estate Investment Trust) industry, where long-term incentive plans, often tied to performance metrics, are used to align executive interests with shareholder value creation. The use of LTIP units is a common mechanism in REITs to provide equity-like incentives without immediately issuing common stock.

Comparison to Industry Standards

• The grant of LTIP units is a common compensation mechanism in the REIT sector, similar to practices at peers like Prologis (PLD) or Duke Realty (DRE, prior to acquisition), which utilize various forms of equity awards to incentivize executives.
• A performance achievement of 154.5% of target is a strong result, indicating the company's performance metrics were met or exceeded, which compares favorably to companies that might struggle to meet target performance goals.
• The four-year vesting schedule for a portion of the awards is a standard long-term retention strategy, comparable to vesting schedules seen in other publicly traded real estate companies.

Corporate Governance

Stakeholder Impact

• Shareholders: Positive impact as executive compensation is tied to performance, potentially aligning management's interests with shareholder value creation. The strong performance achievement (154.5%) could be viewed favorably.
• Employees: May signal a performance-driven culture within the company, potentially motivating other employees.

Next Steps

• The 11,668 LTIP Units will continue to vest quarterly over the next four years.
• Non-forfeitable LTIP Units may be converted into OP Units and subsequently redeemed for cash or common stock.

Key Dates

Keywords

STAG Industrial, Form 4, Insider Transaction, LTIP Units, Equity Incentive Plan, Executive Compensation, Jeffrey M. Sullivan, Real Estate, REIT