What changed in this filing

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Item 1. Business

2026-02-11 compared with 2025-02-12 · 21 added, 22 removed, 125 unchanged (26% of the section changed)

14 unchanged sentences

“Stabilization” for properties under development or being redeveloped means the earlier of achieving 90% occupancy or 12 months after completion.

or (ii) if acquired and will be less than 75% occupied due to known move-outs within two years of the acquisition date, Stabilization will occur upon the earlier of achieving 90% occupancy after the known move-outs have occurred or 12 months after the known move-outs have occurred.

With respect to properties acquired and immediately added to the Value Add Portfolio, (i) if acquired with less than 75% occupancy as of the acquisition date, Stabilization will occur upon the earlier of achieving 90% occupancy or 12 months from the acquisition date, or (ii) if acquired and will be less than 75% occupied due to known move-outs within two years of the acquisition date, Stabilization will occur upon the earlier of achieving 90% occupancy after the known move-outs have occurred or 12 months after the known move-outs have occurred.

“Total annualized base rental revenue” means the monthly base cash rent for the applicable property or properties as of December 31, 2025 (which is different from rent calculated in accordance with GAAP for purposes of our financial statements), multiplied by 12.

1 unchanged sentence

“Value Add Portfolio” means our properties that meet any of the following criteria:

(i) less than 75% occupied as of the acquisition date (ii) will be less than 75% occupied due to known move-outs within two years of the acquisition date;

(i) less than 75% occupied as of the acquisition date;

(ii) will be less than 75% occupied due to known move-outs within two years of the acquisition date;

(iii) out of service with significant physical renovation of the asset;

2 unchanged sentences

Weighted Average Lease Term related to acquired assets reflects the remaining lease term in years as of the acquisition date weighted by square footage.

We are a REIT focused on the acquisition, ownership, and operation of industrial properties throughout the United States.

We are a REIT focused on the acquisition, ownership, development, and operation of industrial properties throughout the United States.

Our platform is designed to (i) identify properties for acquisition that offer attractive returns across CBRE-EA Tier 1 industrial real estate markets, industries, and tenants, (ii) provide growth through our ownership of high-quality assets, property management and pursuit of acquisitions in an attractive opportunity set, and (iii) capitalize our business appropriately given the characteristics of our assets.

3 unchanged sentences

As of December 31, 2025, we owned 601 buildings in 41 states with approximately 120.0 million rentable square feet.

As of December 31, 2024, we had 11 development projects (which are not included in the building count noted above).

As of December 31, 2025, we had seven development projects (which are not included in the building count noted above).

As of December 31, 2025, our buildings were approximately 96.4% leased, with no single tenant accounting for more than approximately 2.8% of our total annualized base rental revenue and no single industry accounting for more than approximately 11.4% of our total annualized base rental revenue.

We intend to maintain a diversified mix of tenants to limit our exposure to any single tenant or industry.

As of December 31, 2025, our Operating Portfolio was approximately 97.2% leased.

9 unchanged sentences

In contrast, we choose from a larger opportunity set of industrial properties across all CBRE-EA Tier 1 industrial markets in the United States.

• Our wider focus results in an advantage versus the local and regional buyers we compete with for acquisition opportunities who may not have the same access to debt or equity capital as us.

• Industrial properties generally require less capital expenditure than other commercial property types.

25 unchanged sentences

Furthermore, various court decisions have established that third parties may recover damages for injury caused by property contamination.

For instance, a person exposed to asbestos at one of our properties may seek to recover damages if he or she

suffers injury from the asbestos.

Lastly, some of these environmental laws restrict the use of a property or place conditions on various activities.

For instance, a person exposed to asbestos at one of our properties may seek to recover damages if he or she suffers injury from the asbestos.

Lastly, some of these environmental laws restrict the use of a property or place conditions on

various activities.

An example would be laws that require a business using chemicals to manage them carefully and to notify local officials that the chemicals are being used.

15 unchanged sentences

however, our insurance coverage may not be sufficient to cover all of our losses.

In acquiring our target properties, we often compete with local or regional operators due to our broad and differentiated geographical focus.

We also face significant competition from owners and managers of competing properties in leasing our properties to prospective tenants and in re-leasing space to existing tenants.

Those owners and managers may be national, regional, or local operators, public or private.

In acquiring our target properties and development projects, we compete with other real estate investors and operators.

We also face significant competition from owners and managers of other industrial properties in leasing space in our properties to prospective tenants and in re-leasing space to existing tenants.

The investors, operators, owners and managers with whom we compete may be national, regional, or local, public or private, and may have different availabilities and costs of capital and return requirements.

Operating Segments

2 unchanged sentences

Corporate Responsibility Program

We maintain a corporate responsibility program that incorporates environmental, social and governance (“ESG”) initiatives into our overall business, investment, and asset management strategies.

We are also committed to reporting of our ESG initiatives.

Since December 2021, we have published an annual “Environmental, Social and Governance Report”, which includes information regarding our ESG policies and programs, historic results, and performance targets, including our long-term greenhouse gas (GHG) reduction goal as approved by the Science-Based Targets Initiative (SBTi).

In addition, annually we participate in the public disclosure rating process of the Global Real Estate Sustainability Benchmark, which is an entity that provides a ranking system to evaluate and compare ESG practices in the real estate industry.

Additional information regarding our corporate responsibility program will be included in our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders and our 2023 Environmental, Social and Governance Report, or sustainability report, is currently available under the “Corporate Responsibility” section of our website at www.stagindustrial.com.

We maintain a corporate responsibility program that incorporates sustainability, environmental, social and governance initiatives, into our overall business, investment, and asset management strategies.

We are also committed to reporting of our sustainability initiatives.

Since December 2021, we have published an annual sustainability report that includes information regarding our sustainability policies and programs, historic results, and performance targets, including our long-term greenhouse gas reduction goal as approved by the Science-Based Targets Initiative (SBTi).

Additional information regarding our corporate responsibility program will be included in our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders.

Our most recent annual sustainability report is available under the “Corporate Responsibility” section of our website at www.stagindustrial.com.

However, the information located on, or accessible from, our website, including our sustainability report, is not, and should not be deemed to be, part of this report or incorporated into any other filing that we submit to the Securities and Exchange Commission (“SEC”).

10 unchanged sentences

We also provide our employees with highly competitive health and wellness benefits, including medical, dental, vision, life, and short-term disability insurance, with premiums entirely paid by the Company.

We also offer flexible spending accounts for medical expenses, programs to pay commuting and office parking costs or dependent care costs with pre-tax income, and a competitive vacation policy, including paid holidays, personal time off, and other leave benefits.

We also offer flexible spending accounts for medical expenses, programs to pay commuting and office parking costs or dependent care costs with pre-tax income, and competitive vacation and leave policies, including paid holidays, personal time off, and parental and other leave benefits.

• We seek to foster a corporate culture where our stakeholders, including our employees, engage in, and collaborate to extend resources towards community development.

12 unchanged sentences

As of December 31, 2025, we owned approximately 98.1% of the common units of limited partnership interest in our Operating Partnership (“common units”), and our current and former executive officers, directors, employees and their affiliates, and third parties owned the remaining 1.9%.

The common units are not publicly traded, but each common unit receives the same distribution as a share of our common stock, the value of each common unit is tied to the value of a share of our common stock, and each common unit, after one year, generally may be redeemed (that is, exchanged) for cash in an amount equivalent to the value of a share of our common stock or, if we choose, for a share of

common stock on a one-for-one basis.

exchanged) for cash in an amount equivalent to the value of a share of our common stock or, if we choose, for a share of common stock on a one-for-one basis.

When redeeming common units for cash, the value of a share of our common stock is calculated as the average common stock closing price on the NYSE for the 10 trading days immediately preceding the redemption notice date.

7 unchanged sentences

Our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to any of those reports that we file with the SEC are available free of charge as soon as reasonably practicable through our website at www.stagindustrial.com.

Also posted on our website, and available in print upon request, are charters of each independent committee of the board of directors, our code of business conduct and ethics and our corporate governance guidelines.

Also posted on our website, and available in print upon request, are charters of each independent committee of our board of directors, our code of business conduct and ethics and our corporate governance guidelines.

Within the time period required by the SEC, we will post on our website any amendment to the code of business conduct and ethics and any waiver applicable to any executive officer, director or senior financial officer.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business