What changed in this filing

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Item 9A. Controls and Procedures

2026-02-11 compared with 2025-02-12 · 268 added, 222 removed, 1857 unchanged (21% of the section changed)

12 unchanged sentences

During the quarter ended December 31, 2025, all items required to be disclosed in a Current Report on Form 8-K were reported under Form 8-K.

Director and Officer Trading Arrangements

During the quarter ended December 31, 2025, none of the Company’s directors or officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act).

21 unchanged sentences

3.1 Articles of Amendment and Restatement (including all articles of amendment and articles supplementary) (incorporated by reference to the Quarterly Report on Form 10-Q filed with the SEC on July 30, 2019)

3.2 Third Amended and Restated Bylaws (incorporated by reference to the Current Report on Form 8-K filed with the SEC on May 1, 2018)

Exhibit Number Description of Document

3.2 Fourth Amended and Restated Bylaws (incorporated by reference to the Quarterly Report on Form 10-Q filed with the SEC on July 29, 2025)

4.1 Form of Common Stock Certificate (incorporated by reference to the Registration Statement on Form S-11/A (File No.

1 unchanged sentence

4.2 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act (incorporated by reference to the Annual Report on Form 10-K filed with the SEC on February 16, 2022)

Exhibit Number Description of Document

10.1 Second Amended and Restated Agreement of Limited Partnership, dated as of February 15, 2023 (incorporated by reference to the Annual Report on Form 10-K filed with the SEC on February 15, 2023)

15 unchanged sentences

Chase, effective as of July 1, 2022 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 6, 2022)*

10.10 Executive Employment Agreement with Steven T.

Kimball, effective as of March 31, 2023 (incorporated by reference to the Quarterly Report of Form 10-Q filed with the SEC on April 26, 2023)*

10.11 Amended and Restated Executive Employment Agreement with Steven T.

Kimball, effective as of August 1, 2025 (incorporated by reference to the Quarterly Report on Form 10-Q filed with the SEC on October 29, 2025)*

10.12 Form of Indemnification Agreement (incorporated by reference to the Registration Statement on Form S-11/A (File No.

3 unchanged sentences

Second Amended and Restated Credit Agreement, dated as of September 10, 2024 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on September 12, 2024)

10.15 Unsecured Credit Facility:

First Amendment to Second Amended and Restated Credit Agreement dated as of September 15, 2025 (incorporated by reference to the Current Report of Form 8-K filed with the SEC on September 17, 2025)

10.16 Unsecured Term Loan A:

Third Amended and Restated Term Loan Agreement, dated as of September 1, 2022 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on September 8, 2022)

10.17 Unsecured Term Loan A:

First Amendment to Third Amended and Restated Term Loan Agreement dated as of September 15, 2025 (incorporated by reference to the Current Report of Form 8-K filed with the SEC on September 17, 2025)

10.18 Unsecured Term Loan F:

Second Amended and Restated Term Loan Agreement, dated as of March 25, 2024 (incorporated by referenced to the Current Report on Form 8-K filed with the SEC on March 28, 2024)

10.19 Unsecured Term Loan F:

First Amendment to Second Amended and Restated Term Loan Agreement dated as of September 15, 2025 (incorporated by reference to the Current Report of Form 8-K filed with the SEC on September 17, 2025)

10.20 Unsecured Term Loan G:

Amended and Restated Term Loan Agreement, dated as of September 1, 2022 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on September 8, 2022)

Second Amended and Restated Term Loan Agreement dated as of September 15, 2025 (incorporated by reference to the Current Report of Form 8-K filed with the SEC on September 17, 2025)

10.21 Unsecured Term Loan H:

Term Loan Agreement, dated as of July 26, 2022 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 29, 2022)

10.22 Unsecured Term Loan H:

First Amendment to Term Loan Agreement dated as of September 15, 2025 (incorporated by reference to the Current Report of Form 8-K filed with the SEC on September 17, 2025)

10.23 Unsecured Term Loan I:

Term Loan Agreement, dated as of July 26, 2022 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 29, 2022)

10.24 Unsecured Term Loan I:

First Amendment to Term Loan Agreement dated as of September 15, 2025 (incorporated by reference to the Current Report of Form 8-K filed with the SEC on September 17, 2025)

10.25 Series A Unsecured Notes, Series B Unsecured Notes:

Note Purchase Agreement, dated as of April 16, 2014 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 22, 2014)

Exhibit Number Description of Document

10.26 Series A Unsecured Notes, Series B Unsecured Notes:

4 unchanged sentences

Third Amendment to Note Purchase Agreement, dated as of April 10, 2018 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 13, 2018)

Exhibit Number Description of Document

10.29 Series C Unsecured Notes, Series D Unsecured Notes, Series E Unsecured Notes:

12 unchanged sentences

Note Purchase Agreement, dated as of March 13, 2024 (incorporated by reference to the Current Report on Form 8-K filed with SEC on March 18, 2024)

10.36 Series O Unsecured Notes, Series P Unsecured Notes, Series Q Unsecured Notes:

Note Purchase Agreement dated as of April 15, 2025 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 17, 2025)

19.1 Insider Trading Policy (incorporated by reference to the Annual Report on Form 10-K filed with the SEC on February 13, 2024)

51 unchanged sentences

STAG INDUSTRIAL, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

5 unchanged sentences

Notes to Consolidated Financial Statements

Organization and Description of Business

Summary of Significant Accounting Policies

Rental Property

Derivative Financial Instruments

Noncontrolling Interest

Equity Incentive Plan

Earnings Per Share

Commitments and Contingencies

Employee Benefit Plans

Subsequent Events

Financial Statement Schedule—Schedule III—Real Estate and Accumulated Depreciation as of December 31, 2025

3 unchanged sentences

We have audited the accompanying consolidated balance sheets of STAG Industrial, Inc.

and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

68 unchanged sentences

Accounts payable, accrued expenses and other liabilities 135,397 126,811

Interest rate swaps 1,310 —

Tenant prepaid rent and security deposits 59,225 56,173

56 unchanged sentences

Net income $ 279,270 $ 193,266 $ 197,201

Other comprehensive income (loss):

Income (loss) on interest rate swaps ( 13,919 ) ( 21,774 ) 84,086

Other comprehensive income (loss) ( 13,919 ) ( 21,774 ) 84,086

Other comprehensive loss:

Loss on interest rate swaps ( 24,225 ) ( 13,919 ) ( 21,774 )

Other comprehensive loss ( 24,225 ) ( 13,919 ) ( 21,774 )

Comprehensive income 255,045 179,347 175,427

Income attributable to noncontrolling interest ( 5,751 ) ( 4,046 ) ( 4,356 )

Other comprehensive (income) loss attributable to noncontrolling interest 291 481 ( 1,803 )

Other comprehensive loss attributable to noncontrolling interest 499 291 481

Comprehensive income attributable to STAG Industrial, Inc.

4 unchanged sentences

(in thousands, except share data)

Preferred Stock Common Stock Additional Paid-in Capital Cumulative Dividends in Excess of Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interest in Operating Partnership Noncontrolling Interest in Joint Ventures Total Equity

Preferred Stock Common Stock Additional Paid-in Capital Cumulative Dividends in Excess of Earnings Accumulated Other Comprehensive Income Total Stockholders’ Equity Noncontrolling Interest in Operating Partnership Noncontrolling Interest in Joint Ventures Total Equity

Shares Par Amount

5 unchanged sentences

Redemption of common units to common stock — 372,174 4 6,997 — — 7,001 ( 7,001 ) — —

Rebalancing of noncontrolling interest — — — ( 980 ) — — ( 980 ) 980 — —

Other comprehensive income — — — — — 82,283 82,283 1,803 — 84,086

Rebalancing of noncontrolling interest in operating partnership — — — 5,518 — — 5,518 ( 5,518 ) — —

Other comprehensive loss — — — — — ( 21,293 ) ( 21,293 ) ( 481 ) — ( 21,774 )

Net income — — — — 192,845 — 192,845 4,356 — 197,201

5 unchanged sentences

Redemption of common units to common stock — 440,550 4 8,157 — — 8,161 ( 8,161 ) — —

Rebalancing of noncontrolling interest — — — 5,518 — — 5,518 ( 5,518 ) — —

Rebalancing of noncontrolling interest in operating partnership — — — ( 1,469 ) — — ( 1,469 ) 1,469 — —

Contributions from controlling interest in joint ventures — — — — — — — — 1,525 1,525

Other comprehensive loss — — — — — ( 13,628 ) ( 13,628 ) ( 291 ) — ( 13,919 )

6 unchanged sentences

Redemption of common units to common stock — 263,007 3 4,855 — — 4,858 ( 4,858 ) — —

Rebalancing of noncontrolling interest — — — ( 1,469 ) — — ( 1,469 ) 1,469 — —

Rebalancing of noncontrolling interest in operating partnership — — — 2,424 — — 2,424 ( 2,424 ) — —

Contributions from noncontrolling interest in joint ventures — — — — — — — — 2,465 2,465

32 unchanged sentences

Acquisitions of operating lease right-of-use assets ( 3,495 ) ( 3,554 ) —

Proceeds from sales of rental property, net 126,479 105,602 135,348

Proceeds from sale of rental property, net 164,235 126,479 105,602

Acquisitions of tenant prepaid rent — — 511

24 unchanged sentences

Supplemental schedule of non-cash investing and financing activities

Additions of land and buildings and improvements $ — $ — $ ( 2,674 )

Transfer of other assets to building and other capital improvements $ — $ — $ 2,674

Acquisitions of land and buildings and improvements $ ( 780 ) $ ( 3,330 ) $ ( 66 )

13 unchanged sentences

STAG Industrial, Inc.

(the “Company”) is an industrial real estate operating company focused on the acquisition and operation of industrial properties throughout the United States.

(the “Company”) is an industrial real estate operating company focused on the acquisition, development, and operation of industrial properties throughout the United States.

The Company was formed as a Maryland corporation and has elected to be treated and intends to continue to qualify as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (“the Code”).

The Company is structured as an umbrella partnership REIT, commonly called an UPREIT, and owns all of its properties and conducts substantially all of its business through its operating partnership, STAG Industrial Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”).

As of December 31, 2024 and December 31, 2023, the Company owned 98.0 % and 97.9 %, respectively, of the common units of the limited partnership interests in the Operating Partnership.

As of December 31, 2025 and 2024, the Company owned 98.1 % and 98.0 %, respectively, of the common units of the limited partnership interests in the Operating Partnership.

The Company, through its wholly owned subsidiary, is the sole general partner of the Operating Partnership.

10 unchanged sentences

The financial statements of the Company are presented on a consolidated basis for all periods presented.

New Accounting Standards

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires additional disclosures around significant segment expenses and disclosures to identify the title and position of the chief operating decision maker (“CODM”).

ASU 2023-07 was effective for the year ended December 31, 2024 and interim periods thereafter.

The adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2024.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”).

ASU 2024-03 requires enhanced disclosures regarding income statement expenses, including disaggregation of significant categories such as depreciation and amortization of real estate assets, property operating expenses and employee compensation, within relevant expense captions presented in the income statement.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026.

The Company is currently evaluating ASU 2024-03 to determine the impact on its financial statement disclosures.

Use of Estimates

5 unchanged sentences

Significant renovations and betterments that extend the economic useful lives of assets are capitalized.

The Company capitalizes costs directly and indirectly related to the development, pre-development, redevelopment, or improvement of rental property.

The Company capitalizes costs directly related to the development, pre-development, redevelopment, or improvement of rental property.

Real estate taxes, compensation costs of development personnel, insurance, interest, and other directly related costs during construction periods are capitalized as incurred, with depreciation commencing on the date the property is substantially completed.

Such costs begin to be capitalized to the development projects from the point the Company is undergoing the necessary activities to get the development project ready for its intended use and cease when the development projects are substantially completed and held available for occupancy.

Interest is capitalized based on actual capital

expenditures from the period when development or redevelopment commences until the asset is ready for its intended use, at the weighted average borrowing rate of the Company’s unsecured indebtedness during the period.

substantially completed and held available for occupancy.

Interest is capitalized based on actual capital expenditures from the period when development or redevelopment commences until the asset is ready for its intended use, at the weighted average borrowing rate of the Company’s unsecured indebtedness during the period.

For properties classified as held for sale, the Company ceases depreciating and amortizing the rental property and values the rental property at the lower of depreciated and amortized cost or fair value less costs to dispose.

22 unchanged sentences

Tenant improvements Shorter of useful life or terms of related lease

Fully depreciated or amortized tenant improvements, deferred leasing intangible assets, or deferred leasing intangible liabilities and the associated accumulated depreciation or amortization are written-off.

The Company wrote-off fully depreciated or amortized tenant improvements, deferred leasing intangible assets, and deferred leasing intangible liabilities of approximately

$ 4.6 million, $ 71.1 million, $ 4.1 million, respectively, for the year ended December 31, 2024 and approximately $ 3.9 million, $ 63.0 million, $ 6.3 million, respectively, for the year ended December 31, 2023.

Fully depreciated or amortized tenant improvements, deferred leasing intangible assets, deferred leasing intangible liabilities, or other assets and the associated accumulated depreciation or amortization are written-off.

The Company wrote-off fully depreciated or amortized tenant improvements, deferred leasing intangible assets, deferred leasing intangible liabilities, and

other assets of approximately $ 8.1 million, $ 50.2 million, $ 5.4 million, and $ 134.1 million respectively, for the year ended December 31, 2025 and approximately $ 4.6 million, $ 71.1 million, $ 4.1 million, and $ 0.1 million respectively, for the year ended December 31, 2024.

For leases in which the Company is the lessee, the Company recognizes a right-of-use asset and corresponding lease liability on the accompanying Consolidated Balance Sheets equal to the present value of the fixed lease payments.

22 unchanged sentences

Restricted Cash

Restricted cash may include tenant security deposits, cash held in escrow for real estate taxes and capital improvements as required by various mortgage note agreements, and cash held by the Company’s transfer agent for preferred stock dividends, if any, that are distributed subsequent to period end.

Restricted cash may also include cash held by qualified intermediaries to facilitate a like-kind exchange of real estate under Section 1031 of the Code.

The following table presents a reconciliation of cash and cash equivalents and restricted cash reported on the accompanying Consolidated Balance Sheets to amounts reported on the accompanying Consolidated Statements of Cash Flows.

Restricted cash may include tenant security deposits and cash held by qualified intermediaries to facilitate a like-kind exchange of real estate under Section 1031 of the Code.

Reconciliation of cash and cash equivalents and restricted cash (in thousands) December 31, 2025 December 31, 2024

26 unchanged sentences

Credit risk is the risk of failure of the counterparty to perform under the terms of the contract.

The Company minimizes the credit risk in its derivative financial instruments by entering into transactions with various high-quality

counterparties.

The Company minimizes the credit risk in its derivative financial instruments by entering into transactions with various high-quality counterparties.

The Company’s exposure to credit risk at any point is generally limited to amounts recorded as assets on the accompanying Consolidated Balance Sheets.

18 unchanged sentences

A return of capital has the effect of reducing the holder’s adjusted tax basis in its investment, which may or may not be taxable to the holder.

The following table summarizes the tax treatment of dividends per share of common stock for federal income tax purposes.

In January 2026, the Company announced a modification to its dividend policy.

Beginning in 2026, ordinary dividends, if and when declared, will be declared and paid quarterly rather than monthly.

The following table summarizes the tax treatment of dividends per share of common stock for federal income tax purposes during years ended December 31, 2025, 2024 and 2023.

Year ended December 31,

7 unchanged sentences

(1) The December 2022 monthly common stock dividend of $ 0.121667 per share was included in the stockholder’s 2023 tax year.

The December 2022 monthly common stock dividend of $ 0.121667 per share was included in the stockholder’s 2023 tax year.

The December 2023 monthly common stock dividend of $ 0.1225 per share was partially included in the stockholder’s 2023 tax year in the amount of $ 0.015845 per share and the remainder was included in the stockholder’s 2024 tax year.

The December 2024 monthly common stock dividend of $ 0.123333 per share will be included in the stockholder’s 2025 tax year.

The December 2024 monthly common stock dividend of $ 0.123333 per share was included in the stockholder’s 2025 tax year.

The December 2025 monthly common stock dividend of $ 0.124167 per share was partially included in the stockholder’s 2025 tax year in the amount of $ 0.010127 per share and the remainder will be included in the stockholder’s 2026 tax year.

Revenue Recognition

1 unchanged sentence

Differences between rental income earned and amounts due under the lease are charged or credited, as applicable, to accrued rental income.

The Company determined that for all leases where the Company is the lessor, that the timing and pattern of transfer of the non-lease components and associated lease components are the same, and that the lease components, if accounted for separately,

would be classified as an operating lease.

Accordingly, the Company has made an accounting policy election to recognize the combined component in accordance with Accounting Standards Codification Topic 842 as rental income on the accompanying Consolidated Statements of Operations.

23 unchanged sentences

As a REIT, the Company is generally not subject to corporate level federal income tax on the earnings distributed currently to its stockholders that it derives from its REIT qualifying activities.

As a REIT, the

Company is required to distribute at least 90% of its REIT taxable income to its stockholders and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership.

As a REIT, the Company is required to distribute at least 90% of its REIT taxable income to its stockholders and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership.

The Company will not be required to make distributions with respect to income derived from the activities conducted through subsidiaries that the Company elects to treat as taxable REIT subsidiaries (“TRS”) for federal income tax purposes, nor will it have to comply with income, assets, or ownership restrictions inside of the TRS.

1 unchanged sentence

A TRS is subject to federal and state income taxes.

The Company’s TRS recognized a net income of approximately $ 0 , $ 0 and $ 0.1 million, for the years ended December 31, 2024, 2023 and 2022, respectively, which has been included on the accompanying Consolidated Statements of Operations.

The Company’s TRS did not have any activity for the years ended December 31, 2025, 2024 and 2023.

State and Local Income, Excise, and Franchise Tax

14 unchanged sentences

Total expenditures for additions to segment long-lived assets are consistent with the amounts presented in the accompanying Consolidated Statements of Cash Flows as additions of land and buildings and improvements.

The CODM of the Company, which is its Chief Executive Officer, assesses performance of the segment and decides how to allocate resources based on net income that is reported on the accompanying Consolidated Statements of Operations.

The CODM also assesses the performance of the segment based on funds from operations (“FFO”) and net operating income (“NOI”).

FFO is calculated in accordance with the standards established by the National Association of Real Estate Investment Trusts.

FFO represents GAAP net income (loss), excluding gains (or losses) from sales of depreciable operating buildings, impairment write-downs of depreciable real estate, real estate related depreciation and amortization (excluding amortization of deferred financing costs and fair market value of debt adjustment) and after adjustments for unconsolidated partnerships and joint ventures.

NOI is defined as rental income, which includes billings for common area maintenance, real estate taxes and insurance, less property expenses, real estate tax expense and insurance expense.

The CODM uses net income, FFO, and NOI in the annual budgeting and quarterly reforecasting process and considers the quarterly reforecasting results to evaluate the performance of the segment and make decisions about allocating resources back into the segment, or into other parts of the Company.

The chief operating decision maker of the Company, which is its Chief Executive Officer, assesses performance of the segment and decides how to allocate resources based on net income that is reported on the accompanying Consolidated Statements of Operations.

Concentrations of Credit Risk

23 unchanged sentences

(in thousands)

Minneapolis, MN January 9, 2025 161,600 1 $ 16,537

Chicago, IL February 27, 2025 231,964 2 26,748

Three months ended March 31, 2025 393,564 3 43,285

Louisville, KY (2)

May 7, 2025 — — 5,497

Chicago, IL June 12, 2025 183,200 1 18,399

Three months ended June 30, 2025 183,200 1 23,896

Houston, TX (3)

September 15, 2025 462,250 1 47,485

Dayton, OH (4)

September 23, 2025 — — 2,944

Dayton, OH (3)

September 23, 2025 524,160 1 54,043

Three months ended September 30, 2025 986,410 2 104,472

Fresno, CA October 27, 2025 408,198 1 49,154

Kansas City, MO November 19, 2025 552,281 2 42,963

Nashville, TN December 4, 2025 99,561 1 17,516

Cincinnati, OH December 9, 2025 215,670 1 22,577

Chicago, IL December 17, 2025 621,246 1 70,673

Raleigh, NC December 22, 2025 340,200 1 83,043

Three months ended December 31, 2025 2,237,156 7 285,926

Year ended December 31, 2025 3,800,330 13 $ 457,579

(1) As defined by CBRE-EA industrial market geographies.

If the building is located outside of a CBRE-EA defined market, the city and state is reflected.

(2) The Company acquired a vacant land parcel through a consolidated joint venture.

(3) These buildings were acquired through reverse like-kind exchange agreements pursuant to Section 1031 of the Code (“Reverse 1031 Exchanges”) with a third-party intermediary.

See below under “Variable Interest Entities” for additional information.

(4) The Company acquired a vacant land parcel.

Year ended December 31, 2024

Date Acquired Square Feet Number of Buildings Purchase Price

(in thousands)

Cincinnati, OH March 18, 2024 697,500 1 $ 50,073

32 unchanged sentences

(3) The Company acquired a vacant land parcel through a consolidated joint venture.

Year ended December 31, 2023

Date Acquired Square Feet Number of Buildings Purchase Price

(in thousands)

Central New Jersey, NJ April 24, 2023 101,381 1 $ 26,660

Greensboro, NC May 5, 2023 133,622 1 14,004

Three and Six months ended June 30, 2023 235,003 2 40,664

Portland, OR July 18, 2023 121,426 2 20,685

Allentown, PA July 24, 2023 222,042 3 34,859

Philadelphia, PA July 24, 2023 152,625 1 15,031

Sacramento, CA August 7, 2023 96,658 1 13,725

Chicago, IL August 10, 2023 400,088 1 41,348

Tampa, FL (2)

August 30, 2023 — — 9,572

Indianapolis, IN September 18, 2023 258,000 1 21,306

Riverside, CA September 25, 2023 157,146 2 36,095

Dallas, TX September 29, 2023 120,900 1 21,288

Three months ended September 30, 2023 1,528,885 12 213,909

Greenville, SC (3)

October 5, 2023 — — 18,735

Greenville, SC October 5, 2023 233,433 1 18,735

Reno, NV October 19, 2023 165,000 1 29,971

Three months ended December 31, 2023 398,433 2 67,441

Year ended December 31, 2023 2,162,321 16 $ 322,014

(1) As defined by CBRE-EA industrial market geographies.

If the building is located outside of a CBRE-EA defined market, the city and state is reflected.

(2) The Company acquired vacant land parcels.

(3) The Company acquired one building under development.

On May 7, 2025, the Company formed a joint venture with a third party, and the venture is primarily engaged in the development and eventual operation of an industrial real estate property located in Shepherdsville, Kentucky.

On December 13, 2024, the Company formed a joint venture with a third party that is primarily engaged in the development and eventual operation of two industrial real estate properties located in Concord, North Carolina.

The Company determined to account for its investment in the joint venture under the voting interest model of consolidation.

See Note 2 for further

discussion of this determination.

See Note 7 for further discussion of the third party’s noncontrolling interest in the joint venture.

On August 8, 2024, the Company formed a joint venture with a third party that is primarily engaged in the development and eventual operation of an industrial real estate property located in Reno, Nevada.

The Company determined to account for its investment in the joint venture under the voting interest model of consolidation.

The Company accounts for its investment in the joint ventures under the voting interest model of consolidation.

See Note 2 for further discussion of this determination.

See Note 7 for further discussion of the third party’s noncontrolling interest in the joint venture.

See Note 7 for further discussion of the third-parties’ noncontrolling interest in the joint ventures.

The following table summarizes the allocation of the consideration paid at the date of acquisition during the years ended December 31, 2025 and 2024 for the acquired assets and liabilities in connection with the acquisitions identified in the tables above.

8 unchanged sentences

Deferred leasing intangibles - tenant relationships 18,969 10.8 32,784 10.1

Deferred leasing intangibles - above market leases 934 2.7 523 2.7

Deferred leasing intangibles - above market leases — N/A 934 2.7

Other assets 167 N/A 243 N/A

Operating lease right-of-use assets 3,495 N/A 3,554 N/A

Tenant prepaid rent — N/A ( 511 ) N/A

Deferred leasing intangibles - below market leases ( 990 ) 5.0 ( 12,343 ) 6.2

6 unchanged sentences

Number of buildings 11 10 10

Number of land parcels — — 1

Building square feet (in millions) 2.2 1.6 2.0

2024 dispositions contribution to net income (loss) (1)

2025 dispositions contribution to net income (1)

$ 2,214 $ 6,338 $ 5,654

3 unchanged sentences

$ — $ — $ 2,354

Proceeds from sales of rental property, net $ 126,479 $ 105,602 $ 135,348

Proceeds from sale of rental property, net $ 164,235 $ 126,479 $ 105,602

Net book value $ 70,485 $ 94,206 $ 51,502

1 unchanged sentence

(1) Exclusive of any loss on impairment, gain on involuntary conversion, and gain on the sales of rental property, net.

Variable Interest Entities

In conjunction with the acquisition of the Houston, Texas and Dayton, Ohio buildings noted above, the Company entered into Reverse 1031 Exchanges with a third-party intermediary, which, for a maximum of 180 days, allows the Company to defer for tax purposes gains on the sale of other properties identified and sold within this period.

Until the earlier of the termination of the exchange agreements or 180 days after the acquisition dates, the third-party intermediary is the legal owner of the entities that own these properties.

The agreements that govern the operations of these entities provide the Company with the power to direct the activities that most significantly impact the entities’ economic performance.

These entities are deemed a VIE as of December 31, 2025 because it does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties.

The Company has determined that it is the primary beneficiary of these VIEs as a result of having the power to direct the activities that most significantly impact its economic performance and the obligation to absorb losses, as well as the right to receive benefits that could be potentially significant to the VIEs.

Accordingly, the Company has consolidated the entities and their operations as of the acquisition date.

As of December 31, 2025, the VIEs had total assets, primarily consisting of real estate, and liabilities of approximately $ 100.6 million and $ 2.5 million, respectively.

Loss on Impairment

5 unchanged sentences

(in thousands)

Salt Lake City, UT 1 Change in estimated hold period (4)

Lewiston, ME 1 Change in estimated hold period (4)

Discounted cash flows (5)

$ 21,827 $ 4,967

Year ended December 31, 2025 $ 888

Hartford, CT 1 Change in estimated hold period (6)

Salt Lake City, UT 1 Change in estimated hold period (6)

Discounted cash flows (7)

5 unchanged sentences

(3) The estimated fair value of the property is based on Level 3 inputs and is a non-recurring fair value measurement.

Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

(4) This property was sold during the year ended December 31, 2025.

9 unchanged sentences

During the year ended December 31, 2024, the approximately $ 3.0 million receivable from the insurance coverage was relieved and exchanged for improvements made to the building and included as a non-cash investing activity on the accompanying Consolidated Statements of Cash Flows.

During the year ended December 31, 2024, the Company recognized a gain on involuntary conversion of approximately $ 11.8 million.

During the years ended December 31, 2025 and December 31, 2024, the Company recognized a gain on involuntary conversion of approximately $ 1.9 million and $ 11.8 million, respectively.

The Company did not recognize a gain or loss on involuntary conversion during the year ended December 31, 2023.

25 unchanged sentences

Unsecured Credit Facility (4)

$ 402,000 Term SOFR + 0.875% September 7, 2029 i

$ 409,000 Term SOFR+ 0.775 %

September 7, 2029 i

Total unsecured credit facility 262,000

Unsecured term loans:

Unsecured Term Loan G 300,000 300,000 1.80 % February 5, 2026 i

Unsecured Term Loan A 150,000 150,000 2.06 % March 15, 2027 i

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200,000 200,000 4.73 % March 23, 2029 i

Unsecured Term Loan G (6)

300,000 300,000 1.70 % March 14, 2031 i

Total unsecured term loans 1,025,000 1,025,000

2 unchanged sentences

Unsecured notes:

Series A Unsecured Notes — 50,000 4.98 % October 1, 2024 ii

Series D Unsecured Notes — 100,000 4.32 % February 20, 2025 ii

5 unchanged sentences

Series L Unsecured Notes 175,000 175,000 6.05 % May 28, 2029 ii

Series O Unsecured Notes 350,000 — 5.50 % June 25, 2030 ii

Series M Unsecured Notes 125,000 125,000 6.17 % May 28, 2031 ii

1 unchanged sentence

Series K Unsecured Notes 400,000 400,000 4.12 % June 28, 2032 ii

Series P Unsecured Notes 100,000 — 5.82 % June 25, 2033 ii

Series J Unsecured Notes 50,000 50,000 2.95 % September 28, 2033 ii

Series N Unsecured Notes 150,000 150,000 6.30 % May 28, 2034 ii

Series Q Unsecured Notes 100,000 — 5.99 % June 25, 2035 ii

Total unsecured notes 1,975,000 1,600,000

4 unchanged sentences

Total mortgage note 4,099

Net unamortized fair market value discount ( 127 ) ( 136 )

Unamortized fair market value discount ( 119 ) ( 127 )

Total carrying value mortgage note, net 3,980

2 unchanged sentences

(1) Interest rate as of December 31, 2025.

At December 31, 2024, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) was 4.33249 %.

At December 31, 2025, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) and Daily Secured Overnight Financing Rate (“Daily SOFR”) was 3.688 % and 3.870 %, respectively.

The current interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums or discounts.

The spread over the applicable rate for the Company’s unsecured credit facility and unsecured term loans is based on the Company’s debt rating and leverage ratio, as defined in the respective loan agreements.

(2) The unsecured credit facility has a stated interest rate of one-month Term SOFR plus a 0.10 % adjustment and a spread of 0.775 %.

The unsecured term loans have a stated interest rate of one-month Term SOFR plus a 0.10 % adjustment and a spread of 0.85 %.

As of December 31, 2024, one-month Term

SOFR for the Unsecured Term Loans A, F, G, H, and I was swapped to a fixed rate of 1.31 %, 2.11 %, 0.95 %, 2.50 %, and 2.66 %, respectively (which includes the 0.10% adjustment).

The Unsecured Term Loan F provides for the election of Daily Simple Secured Overnight Financing Rate (“Daily SOFR”), and effective January 15, 2025, Daily SOFR was swapped to a fixed rate of 3.98 %.

(3) Prepayment terms consist of (i) pre-payable with no penalty;

and (ii) pre-payable with penalty.

(2) The unsecured credit facility has a stated interest rate of one-month Term SOFR plus a spread of 0.775 %.

The Unsecured Term Loans A, G, H, and I have a stated interest rate of one-month Term SOFR plus a spread of 0.85 %.

The Unsecured Term Loan F has a stated interest rate of Daily SOFR plus a spread of 0.85 %.

All of the unsecured term loans have been swapped to a fixed rate, and such fixed rates inclusive of the spreads are presented in the table above.

Effective February 5, 2026, the Unsecured Term Loan G was swapped to a fixed rate inclusive of the spread of 3.94 %.

(3) Prepayment terms consist of (i) pre-payable with no penalty, and (ii) pre-payable with penalty.

(4) The capacity of the unsecured credit facility is $ 1.0 billion.

Deferred financing fees and debt issuance costs, net of accumulated amortization related to the unsecured credit facility of approximately $ 10.1 million and $ 3.3 million are included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023, respectively.

Deferred financing fees and debt issuance costs, net of accumulated amortization related to the unsecured credit facility of approximately $ 7.3 million and $ 10.1 million are included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively.

The initial maturity date is September 8, 2028, or such later date which may be extended pursuant to two six-month extension options exercisable by the Company in its discretion upon advance written notice.

Exercise of each six-month option is subject to the following conditions:

(i) absence of a default immediately before the extension and immediately after giving effect to the extension;

(i) absence of a default immediately before the extension and immediately after giving effect to

the extension;

(ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if made on the extension date;

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Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions.

The Company is required to pay a facility fee on the aggregate commitment amount (currently $1.0 billion) at a rate per annum of 0.1 % to 0.3 %, depending on the Company’s debt rating, as defined in the 2024 Credit Agreement (as defined below).

The Company is required to pay a facility fee on the aggregate commitment amount (currently $ 1.0 billion) at a rate per annum of 0.1 % to 0.3 %, depending on the Company’s debt rating, as defined in the credit agreement.

The facility fee is due and payable quarterly.

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Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions.

(6) The initial maturity date of the Unsecured Term Loan G is March 15, 2030, or such later date which may be extended pursuant to a one-year extension option exercisable by the Company in its discretion upon advance written notice.

Exercise of the option is subject to the following conditions:

(i) absence of a default immediately before the extension and immediately after giving effect to the extension;

(ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if made on the extension date;

and (iii) payment of a fee.

The extension option is not subject to lender consent, assuming proper notice and satisfaction of the conditions.

(7) The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $ 1,025.0 million of debt and is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums or discounts.

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2025 Debt Activity

On September 15, 2025, the Company entered into a second amended and restated term loan agreement for the Unsecured Term Loan G to (i) extend the maturity date to March 15, 2030, or such later date which may be extended pursuant to a one-year extension option exercisable by the Company in its discretion upon advance written notice, subject to certain conditions, including that payment of a fee, (ii) remove the 0.10 % interest rate adjustment for certain loans, and (iii) provide that borrowings under the Unsecured Term Loan G will, at the Company’s election, bear interest based on a Base Rate, Term SOFR, or Daily Simple SOFR (each as defined in the loan agreement), plus an applicable spread based on the Company’s debt rating and leverage ratio (each as defined in the loan agreement).

Other than the maturity date and interest rate provisions described above, the material terms of the Unsecured Term Loan G remain unchanged.

The Unsecured Term Loan G’s initial maturity date is March 15, 2030, or such later date which may be extended pursuant to a one-year extension option exercisable by the Company in its discretion upon advance written notice.

Exercise of the option is subject to the following conditions:

(i) absence of a default immediately before the extension and immediately after giving effect to the extension;

(ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if made on the extension date;

and (iii) payment of a fee equal to 0.125 % of the outstanding amount on the effective day of each extension period.

The extension option is not subject to lender consent, assuming proper notice and satisfaction of the conditions.

Upon execution of the amended loan agreement for the Unsecured Term Loan G, the Company intended to exercise the extension option.

In connection with the amended loan agreement, the Company incurred approximately $ 1.8 million in costs, which have been deferred, including the approximately $ 0.4 million accrued extension fee, and will amortize through the extended maturity date of March 14, 2031.

The Company also incurred approximately $ 1.5 million of modification expenses which were recognized in debt extinguishment and modification expenses in the accompanying Consolidated Statements of Operations.

On September 15, 2025, the Company entered into amendments to the Unsecured Credit Facility, Unsecured Term Loan A, Unsecured Term Loan F, Unsecured Term Loan H, and Unsecured Term Loan I to remove the 0.10 % interest rate adjustment for certain loans, and in the case of the Unsecured Term Loans A, H, and I, provide that borrowings under the respective term loans will, at the Company’s election, bear interest based on a Base Rate, Term SOFR, or Daily Simple SOFR (each as defined

in the respective loan agreement).

Other than the interest rate provisions described above, the material terms of the Unsecured Credit Facility and the Unsecured Term Loans A, F, H, and I remain unchanged.

On June 13, 2025, the Company redeemed in full at maturity the $ 75.0 million in aggregate principal amount of the Series G Unsecured Notes with a fixed interest rate of 4.10 %.

On April 15, 2025, the Company entered into a note purchase agreement for the private placement by the Operating Partnership of $ 350.0 million of senior unsecured notes (the “Series O Unsecured Notes”) maturing June 25, 2030 with a fixed annual interest rate of 5.50 %, $ 100.0 million of senior unsecured notes (the “Series P Unsecured Notes”) maturing June 25, 2033 with a fixed annual interest rate of 5.82 %, and $ 100.0 million of senior unsecured notes (the “Series Q Unsecured Notes”) maturing June 25, 2035 with a fixed annual interest rate of 5.99 %.

On June 25, 2025, the Operating Partnership issued the Series O Unsecured Notes, Series P Unsecured Notes, and Series Q Unsecured Notes and received the proceeds therefrom.

The Company and certain wholly owned subsidiaries of the Operating Partnership are guarantors of the unsecured notes.

On February 20, 2025, the Company redeemed in full at maturity the $ 100.0 million in aggregate principal amount of the Series D Unsecured Notes with a fixed interest rate of 4.32 %.

2024 Debt Activity

On October 1, 2024, the Company redeemed in full at maturity the $ 50.0 million in aggregate principal amount of the Series A Unsecured Notes with a fixed interest rate of 4.98 %.

On September 10, 2024, the Company entered into the second amended and restated credit agreement for the unsecured credit facility (the “2024 Credit Agreement”) to (i) extend the maturity date to September 8, 2028, or such later date which may be extended pursuant to two six-month extension options exercisable by the Company in its discretion, subject to certain conditions, including the payment of a fee, and (ii) provide that borrowings under the unsecured credit facility will, at the Company’s election, bear interest based on a Base Rate, Adjusted Term SOFR or Adjusted Daily Simple SOFR (each as defined in the 2024 Credit Agreement), which interest rate will be increased by 0.10 % for any SOFR Loan (as defined in the 2024 Credit Agreement), plus an applicable spread based on the Company’s debt rating and leverage ratio (each as defined in the 2024 Credit Agreement).

On September 10, 2024, the Company entered into the second amended and restated credit agreement for the unsecured credit facility (the “2024 Credit Agreement”) to (i) extend the maturity date to September 8, 2028, or such later date which may be extended pursuant to two six-month extension options exercisable by the Company in its discretion, subject to certain conditions, including the payment of a fee, and (ii) provide that borrowings under the unsecured credit facility will, at the Company’s election, bear interest based on a Base Rate, Adjusted Term SOFR or Adjusted Daily Simple SOFR (each as defined in the 2024 Credit Agreement), plus an applicable spread based on the Company’s debt rating and leverage ratio (each as defined in the 2024 Credit Agreement).

Other than the increase in the borrowing commitments and the interest rate provisions described above, the material terms of the unsecured credit facility remain unchanged.

3 unchanged sentences

On June 29, 2024, the sustainability-related interest rate reduction of 0.02 % on the Company’s unsecured credit facility and each of the unsecured term loans ended in accordance with the respective loan agreements.

(discussed below), that would extend the maturity date to March 23, 2029 if both exercised, and (ii) provide that borrowings under the Unsecured Term Loan F will, at the Company’s election, bear interest based on a Base Rate, Adjusted Term SOFR, or Adjusted Daily Simple SOFR (each as defined in the loan agreement), which interest rate will be increased by 0.10 % for any SOFR Loan (as defined in the loan agreement), plus an applicable spread based on the Company’s debt rating and leverage ratio (each as defined in the loan agreement), less a sustainability-related adjustment.

On March 25, 2024, the Company entered into a second amended and restated term loan agreement for the Unsecured Term Loan F to (i) extend the maturity date to March 25, 2027, with two one-year extension options, subject to certain conditions (discussed below), that would extend the maturity date to March 23, 2029 if both exercised, and (ii) provide that borrowings under the Unsecured Term Loan F will, at the Company’s election, bear interest based on a Base Rate, Adjusted Term SOFR, or Adjusted Daily Simple SOFR (each as defined in the loan agreement), plus an applicable spread based on the Company’s debt rating and leverage ratio (each as defined in the loan agreement), less a sustainability-related adjustment.

Other than the maturity and interest rate provisions described above, the material terms remain unchanged.

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In connection with the amended loan agreement, the Company incurred approximately $ 1.2 million in costs, which have been deferred, including approximately $ 0.5 million of accrued extension fees, and will amortize through the extended maturity date of March 23, 2029.

The Company also incurred approximately $ 0.7 million of modification expenses which were recognized in debt extinguishment and modification expenses in the accompanying Consolidated Statements of Operations.

The Company also incurred approximately $ 0.7

million of modification expenses which were recognized in debt extinguishment and modification expenses in the accompanying Consolidated Statements of Operations.

On March 13, 2024, the Company entered into a note purchase agreement (the “March 2024 NPA”) for the private placement by the Operating Partnership of $ 175.0 million senior unsecured notes maturing May 28, 2029, with a fixed annual interest rate of 6.05 %, $ 125.0 million senior unsecured notes maturing May 28, 2031, with a fixed annual interest rate of 6.17 %, and $ 150.0 million senior unsecured notes maturing May 28, 2034, with a fixed annual interest rate of 6.30 %.

2 unchanged sentences

On May 28, 2024, the Operating Partnership issued all of the notes under the March 2024 NPA.

2023 Debt Activity

On December 15, 2023, the mortgage note associated with Thrivent Financial for Lutherans in the amount of approximately $ 3.2 million was repaid in full.

On January 19, 2023, the sustainability-related interest rate adjustment for the Unsecured Term Loan H and Unsecured Term Loan I went into effect in connection with the Company's 2022 public disclosure assessment score of “A” from the Global Real Estate Sustainability Benchmark.

The interest rate adjustment, a 0.02 % interest rate reduction for each instrument, will end on June 29, 2024, in accordance with the respective loan agreements.

On January 5, 2023, the Company redeemed in full at maturity the $ 100.0 million in aggregate principal amount of the Series F Unsecured Notes with a fixed interest rate of 3.98%.

Financial Covenant Considerations

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The Company was in compliance with all such applicable restrictions and financial and other covenants as of December 31, 2025 and 2024 related to its unsecured credit facility, unsecured term loans, and unsecured notes.

In the event of a default under

the unsecured credit facility or the unsecured term loans, the Company’s dividend distributions are limited to the minimum amount necessary for the Company to maintain its status as a REIT.

In the event of a default under the unsecured credit facility or the unsecured term loans, the Company’s dividend distributions are limited to the minimum amount necessary for the Company to maintain its status as a REIT.

The mortgage note held by the Company has a specific property and an assignment of rents and leases that are collateral for the loan.

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Total principal amount 3,266,099 $ 3,227,644 3,038,322 $ 2,928,033

Net unamortized fair market value discount ( 127 ) ( 136 )

Unamortized fair market value discount ( 119 ) ( 127 )

Total unamortized deferred financing fees and debt issuance costs ( 11,665 ) ( 9,060 )

9 unchanged sentences

Risk Management Objective of Using Derivatives

The Company’s use of derivative instruments is limited to the utilization of interest rate swaps to manage interest rate risk exposure on existing and future liabilities and not for speculative purposes.

The Company’s use of derivative instruments is currently limited to the utilization of interest rate swaps to manage interest rate risk exposure on existing and future liabilities and not for speculative purposes.

The principal objective of such arrangements is to minimize the risks and related costs associated with the Company’s operating and financial structure.

During the year ended December 31, 2025, the Company entered into four interest rate swaps with an aggregate notional value of $ 300.0 million which fix Daily SOFR at 3.09 % effective February 5, 2026 and mature on March 15, 2030, and were designated as cash flow hedges.

During the year ended December 31, 2024, the Company entered into four interest rate swaps with an aggregate notional value of $ 200.0 million which fix Daily SOFR at 3.98 % effective January 15, 2025 and mature on March 25, 2027, and were designated as cash flow hedges.

1 unchanged sentence

All of the Company’s interest rate swaps convert the related loans’ Term SOFR or Daily SOFR components, as applicable, to effectively fixed interest rates, and the Company has concluded that each of the hedging relationships are highly effective.

The following table summarizes the fair value of the interest rate swaps as of December 31, 2024 and December 31, 2023.

The following table summarizes the fair value of the interest rate swaps as of December 31, 2025 and 2024.

Balance Sheet Line Item (in thousands) Effective Notional Amount December 31, 2025 Fair Value December 31, 2025 Effective Notional Amount December 31, 2024 Fair Value December 31, 2024

Interest rate swaps-Asset $ 825,000 $ 13,529 $ 1,025,000 $ 36,466

Interest rate swaps-Liability $ 200,000 $ ( 1,310 ) $ — $ —

Cash Flow Hedges of Interest Rate Risk

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Amounts reported in accumulated other comprehensive income related to derivatives designated as qualifying cash flow hedges will be reclassified to interest expense as interest payments are made on the Company’s variable rate debt.

The Company estimates that approximately $ 20.5 million will be reclassified from accumulated other comprehensive income as a decrease to interest expense over the next 12 months.

estimates that approximately $ 7.2 million will be reclassified from accumulated other comprehensive income as a decrease to interest expense over the next 12 months.

The following table summarizes the effect of cash flow hedge accounting and the location of the amounts related to the Company’s derivatives in the consolidated financial statements for the years ended December 31, 2025, 2024 and 2023.

1 unchanged sentence

Effect of Cash Flow Hedge Accounting (in thousands) 2025 2024 2023

Income recognized in accumulated other comprehensive income on interest rate swaps $ 21,854 $ 12,333 $ 85,726

Income (loss) recognized in accumulated other comprehensive income on interest rate swaps $ ( 1,689 ) $ 21,854 $ 12,333

Income reclassified from accumulated other comprehensive income into income as interest expense $ 22,536 $ 35,773 $ 34,107

Total interest expense presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 113,169 $ 94,575 $ 78,018

Total interest expense presented in the Consolidated Statements of Operations in which the effect of cash flow hedges are recorded $ 132,160 $ 113,169 $ 94,575

Credit-risk-related Contingent Features

8 unchanged sentences

The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.

In adjusting the fair value of its derivative

contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company or its counterparties.

1 unchanged sentence

As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The following table summarizes the Company’s financial instruments that were recorded at fair value on a recurring basis as of December 31, 2024 and 2023.

The following tables summarize the Company’s financial instruments that were recorded at fair value on a recurring basis as of December 31, 2025 and 2024.

Fair Value Measurements as of December 31, 2025 Using

1 unchanged sentence

Interest rate swaps-gross asset $ 13,529 $ — $ 13,529 $ —

Interest rate swaps-gross liability $ ( 1,310 ) $ — $ ( 1,310 ) $ —

Fair Value Measurements as of December 31, 2024 Using

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The Company is authorized to issue up to 20,000,000 shares of preferred stock, par value $ 0.01 per share.

As of December 31, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

As of December 31, 2025 and 2024, there were no shares of preferred stock issued or outstanding.

The Company is authorized to issue up to 300,000,000 shares of common stock, par value $ 0.01 per share.

The following table summarizes the terms of the Company’s at-the-market (“ATM”) common stock offering program as of December 31, 2025.

ATM Common Stock Offering Program Date Maximum Aggregate Offering Price (in thousands) Aggregate Available as of December 31, 2024 (in thousands)

ATM Common Stock Offering Program Date Maximum Aggregate Offering Price (in thousands)

2025 $750 million ATM February 13, 2025 $ 750,000

The following table summarizes the activity for the ATM common stock offering program during the year ended December 31, 2023 (in thousands, except share data).

There was no activity for the ATM common stock offering program during the year ended December 31, 2024, except for the shares sold on a forward basis, as discussed below.

There was no activity for the ATM common stock offering program during the years ended December 31, 2025 and December 31, 2024, except for the shares sold on a forward basis, as discussed below.

Year ended December 31, 2023

ATM Common Stock Offering Program Shares

ATM Common Stock Offering Program (1)

Sold Weighted Average Price Per Share Net Proceeds (in thousands)

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(1) Excludes shares sold on a forward basis under the ATM common stock offering program during the year ended December 31, 2023, which are discussed below.

The following table summarizes the activity for shares sold on a forward basis (including under the ATM common stock offering program) and settled during the years ended December 31, 2024, 2023, and 2022.

The Company initially does not receive any proceeds from the sales of such shares on a forward basis.

(2) The 2022 $ 750 million ATM program was terminated on February 12, 2025.

The following table summarizes the activity for shares sold on a forward basis (including under the ATM common stock offering program) and shares settled during the years ended December 31, 2025, 2024, and 2023.

The Company initially does not receive any proceeds from the sales of shares on a forward basis.

The Company may fully physically settle the applicable forward sale agreements on one or more dates prior to the respective scheduled maturity dates, at which point the Company would receive the proceeds net of certain costs;

provided, however, the Company may elect to cash settle or net share settle such forward sale agreements at any time through the respective scheduled maturity dates.

provided, however, the Company may elect to cash settle or net share settle such forward sale agreements at any time through the respective scheduled maturity dates, which is typically one year from the respective trade dates.

From a forward sale until its settlement, the net proceeds (that is, gross sales proceeds net the sales commission) increase by an interest rate factor, a portion of which is retained by the equity distribution agent, and decrease by borrowing costs incurred and dividends paid on the borrowed shares underlying the forward sale.

Forward Sale Agreements Shares Gross Sales Proceeds

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Net Proceeds Received Per Share

Forward Sale Agreements Outstanding at December 31, 2021 1,200,000 $ 50,243

Outstanding at December 31, 2022 — $ —

New forward sale agreements 2,817,993 $ 103,483 $ 36.72 $ 36.36 $ 0.36

Forward sale agreements settled (2)

( 1,717,993 ) $ ( 61,683 ) $ 35.60

Forward Sale Agreements Outstanding at December 31, 2022 — —

Outstanding at December 31, 2023 1,100,000 $ 41,800

New forward sale agreements 3,208,008 $ 127,150 $ 39.64 $ 39.23 $ 0.41

1 unchanged sentence

( 4,308,008 ) $ ( 168,950 ) $ 38.93

Forward Sale Agreements Outstanding at December 31, 2023 1,100,000 41,800

Outstanding at December 31, 2024 — $ —

New forward sale agreements 4,169,738 $ 159,061 $ 38.15 $ 37.77 $ 0.38

1 unchanged sentence

( 4,169,738 ) $ ( 159,061 ) $ 37.75

Forward Sale Agreements Outstanding at December 31, 2024 — $ —

Outstanding at December 31, 2025 — $ —

(1) Upon a forward sale, the equity distribution agent typically earns a sales commission of 1 % of the gross sales price.

(2) Reflects amount the Company received per share upon settlement of the forward sale.

(2) The Company physically settled outstanding forward equity sale agreements by issuing shares of common stock in exchange for net proceeds of approximately $ 157.4 million, $ 167.7 million, and $ 61.2 million, for the years ended December 31, 2025, 2024, and 2023, respectively.

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Vested LTIP units can be converted to Other Common Units on a one -for-one basis once an equity transaction has occurred that results in the accretion of the member’s capital account to the economic equivalent of an Other Common Unit.

All LTIP units, whether vested or not, will receive the same monthly per unit distributions as Other Common Units, which equal per share dividends on common stock.

All LTIP units, whether vested or not, will receive the same regular per unit distributions as Other Common Units, which equal per share dividends on common stock.

LTIP units granted in January 2025, 2024, and 2023 to certain senior executive officers and senior employees, subject to the recipient’s continued employment, will vest quarterly over four years , with the first vesting date having been March 31, 2025, 2024, and 2023, respectively.

LTIP units granted in January 2024, 2023, and 2022 to independent directors, subject to the recipient’s continued service, will vest on January 1, 2025, 2024, and 2023, respectively.

LTIP units granted in January 2025 to non-employee independent directors, subject to the recipient’s continued service, will vest quarterly over one year , with the first vesting date having been March 31, 2025.

units granted in January 2024 and 2023 to independent directors, subject to the recipient’s continued service, vested on January 1, 2025 and 2024, respectively.

On July 1, 2024, the Company’s board of directors appointed Vicki Lundy Wilbon to serve as director of the Company.

1 unchanged sentence

Wilbon on July 1, 2024, which, subject to Ms.

Wilbon’s continued service, will vest on January 1, 2025.

Wilbon’s continued service, vested on January 1, 2025.

On March 13, 2023, the Company executed an employment agreement with Steven T.

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LTIP Units Assumptions

Grant date July 1, 2024 January 8, 2024 March 31, 2023 January 11, 2023 January 10, 2022

Grant date January 7, 2025 July 1, 2024 January 8, 2024 March 31, 2023 January 11, 2023

Expected term (years) 10 10 10 10 10

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Fair value of vested LTIP units (in thousands) $ 10,242 $ 14,440 $ 9,507

Noncontrolling Interest in Joint Ventures

On December 13, 2024, the Company formed a joint venture with a third party that is primarily engaged in the development and eventual operation of industrial real estate properties located in Concord, North Carolina.

At December 31, 2024, the Company held a 90 % interest and the third party held the remaining 10 % interest in the joint venture.

The third party equity interest in the joint venture, totaling approximately $ 0.9 million at December 31, 2024, is included in noncontrolling interest in joint ventures on the accompanying Consolidated Balance Sheets.

At December 31, 2024, the Company held a 95 % interest and the third party held the remaining 5 % interest in the joint venture.

The third party equity interest in the joint venture, totaling approximately $ 0.7 million at December 31, 2024, is included in noncontrolling interest in joint ventures on the accompanying Consolidated Balance Sheets.

Other Common Units

2 unchanged sentences

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

Each Other Common Unit receives the same monthly distribution as a share of common stock.

Each Other Common Unit receives the same regular distribution as a share of common stock.

Noncontrolling Interest in Joint Ventures

At December 31, 2025, the Company held a 97.4 % interest in a joint venture that owns property in Reno, Nevada, a 94.9 % interest in a joint venture that owns property in Concord, North Carolina, and a 96.3 % interest in a joint venture that owns property in Shepherdsville, Kentucky.

The third-parties’ equity interest in these joint ventures, totaling approximately $ 4.0 million at December 31, 2025, is included in noncontrolling interest in joint ventures on the accompanying Consolidated Balance Sheets.

Equity Incentive Plan

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A recipient of performance units may receive as few as zero shares or as many as 250 % of the number of target units, plus deemed dividends.

For the performance units granted in 2022, at the end of the measuring period the performance units convert into common stock or LTIP units at a rate depending on the Company’s TSR over the measuring period as compared to three different benchmarks and on the absolute amount of the Company’s TSR.

The target amount of the performance units is nominally allocated as:

(i) 25 % to the Company’s TSR compared to the TSR of an industry peer group;

(ii) 25 % to the Company’s TSR compared to the TSR of a size-based peer group;

and (iii) 50 % to the Company’s TSR compared to the TSR of the companies in the MSCI US REIT index.

For the performance units granted in 2024 and 2023, at the end of the measuring period the performance units convert into common stock or LTIP units at a rate depending on the Company’s TSR over the measuring period as compared to two different benchmarks and on the absolute amount of the Company’s TSR.

At the end of the measuring period the performance units convert into common stock or LTIP units at a rate depending on the Company’s TSR over the measuring period as compared to two different benchmarks and on the absolute amount of the Company’s TSR.

The target amount of the performance units is nominally allocated as follows:

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Performance Units Assumptions

Grant date January 8, 2024 March 31, 2023 January 11, 2023 January 10, 2022

Grant date January 7, 2025 January 8, 2024 March 31, 2023 January 11, 2023

Expected stock price volatility 24.6 % 24.5 % 25.4 % 37.4 %

15 unchanged sentences

The unrecognized compensation expense associated with the Company’s performance units at December 31, 2025 was approximately $ 6.8 million and is expected to be recognized over a weighted average period of approximately 1.7 years.

At December 31, 2024 and 2023, the number of shares available for issuance under the 2011 Plan were 3,603,642 and 4,226,328 , respectively.

The number of shares available for issuance under the 2011 Plan as of December 31, 2024 do not include an allocation for the 2024 and 2023 performance units as the awards were not determinable as of December 31, 2024.

The number of shares available for issuance under the 2011 Plan as of December 31, 2023 do not include an allocation for the 2023 and 2022 performance units as the awards were not determinable as of December 31, 2023.

Non-cash Compensation Expense

22 unchanged sentences

Total rental income $ 843,009 $ 762,892 $ 705,160

As of December 31, 2024 and December 31, 2023, the Company had accrued rental income of approximately $ 118.6 million and $ 105.9 million, respectively, included in tenant accounts receivable on the accompanying Consolidated Balance Sheets.

As of December 31, 2024 and December 31, 2023, the Company’s total liability associated with tenant lease security deposits was approximately $ 23.9 million and $ 21.8 million, respectively, which is included in tenant prepaid rent and security deposits on the accompanying Consolidated Balance Sheets.

As of December 31, 2025 and 2024, the Company had accrued rental income of approximately $ 139.9 million and $ 118.6 million, respectively, included in tenant accounts receivable on the accompanying Consolidated Balance Sheets.

As of December 31, 2025 and 2024, the Company’s total liability associated with tenant lease security deposits was approximately $ 26.3 million and $ 23.9 million, respectively, which is included in tenant prepaid rent and security deposits on the accompanying Consolidated Balance Sheets.

The following table summarizes the maturity of fixed lease payments under the Company’s leases as of December 31, 2025.

10 unchanged sentences

Certain ground leases contain options to extend the leases for ten years to 20 years, all of which are reasonably certain to be exercised, and are included in the computation of the Company’s right-of-use assets and operating lease liabilities.

The following table summarizes supplemental information related to operating lease right-of-use assets and operating lease liabilities recognized in the Company’s Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023.

On June 10, 2025, the Company entered into a new lease agreement for its headquarters.

The property subject to the lease is located in Boston, Massachusetts, and consists of approximately 28,041 square feet of rentable space.

The lease term is estimated to commence on July 1, 2026, and expire on April 30, 2037, with one option to extend the lease for an additional five years at prevailing market rental rates.

The total base rent is approximately $ 23.0 million over the approximately 10.8 year term and the Company will recognize the related right-of-use assets and corresponding operating lease liabilities upon lease commencement.

Operating Lease Term and Discount Rate December 31, 2025 December 31, 2024

58 unchanged sentences

The LTIP units granted to certain executive officers and senior employees will vest in equal quarterly installments over four years , with the first vesting date being March 31, 2026.

The aggregate fair value of the LTIP units at the date of grant was approximately $ 4.8 million, as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using an expected term of 10 years, a weighted average volatility factor of 25.0 %, a weighted average expected dividend yield of 4.0 %, and a weighted average risk-free interest rate of 4.33 %.

The aggregate fair value of the LTIP units at the date of grant was approximately $ 5.2 million, as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using an expected term of 10 years, a volatility factor of 22.0 %, an expected dividend yield of 4.0 %, and a risk-free interest rate of 3.5600 %.

The fair value of the LTIP units is based on Level 3 inputs and is a non-recurring fair value measurement.

1 unchanged sentence

The terms of the January 8, 2026 performance units are substantially the same as the 2025 performance units discussed in Note 8, except that the measuring period commenced on January 1, 2026 and ends on December 31, 2028.

The aggregate fair value of the performance units at the date of grant was approximately $ 6.9 million, as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using a weighted average volatility factor of 24.6 %, a weighted average expected dividend yield of 4.0 %, and a weighted average risk-free interest rate of 4.3294 %.

The aggregate fair value of the performance units at the date of grant was approximately $ 7.2 million, as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using a volatility factor of 21.8 %, an expected dividend yield of 4.0 %, and a risk-free interest rate of 3.5586 %.

The fair value of the performance units is based on Level 3 inputs and is a non-recurring fair value measurement.

26 unchanged sentences

Rogers 1101 Easy Street — 7,878 1,072 1,754 9,632 1,072 10,704 ( 3,447 ) 2011

Fresno 3701 S.

Minnewawa Avenue — 38,954 3,505 — 38,954 3,505 42,459 ( 316 ) 2025

Fresno 2624 E.

2 unchanged sentences

Lodi 1170 South Guild Avenue — 34,550 4,975 — 34,550 4,975 39,525 ( 5,370 ) 2020

McClellan 4841 Urbani Avenue — 14,218 1,048 — 14,218 1,048 15,266 ( 2,225 ) 2020

Menifee 33360 Zeiders Road — 15,995 2,248 8 16,003 2,248 18,251 ( 1,104 ) 2023

Menifee 33380 Zeiders Road — 13,493 2,227 329 13,822 2,227 16,049 ( 942 ) 2023

McClellan 4841 Urbani Avenue — 14,582 1,048 — 14,582 1,048 15,630 ( 2,213 ) 2020

Morgan Hill 18695 Madrone Parkway — 7,608 2,562 — 7,608 2,562 10,170 ( 952 ) 2021

8 unchanged sentences

Sacramento 8440 Florin Road — 12,184 3,921 — 12,184 3,921 16,105 ( 1,949 ) 2021

Sacramento 900 National Drive — 7,560 1,479 — 7,560 1,479 9,039 ( 776 ) 2021

Initial Cost to STAG Industrial, Inc.

4 unchanged sentences

Year Acquired

Sacramento 900 National Drive — 7,560 1,479 — 7,560 1,479 9,039 ( 1,028 ) 2021

Sacramento 5961 Outfall Circle — 11,019 1,914 — 11,019 1,914 12,933 ( 938 ) 2023

2 unchanged sentences

Stockton 4091 Gold River Lane — 4,001 663 475 4,476 663 5,139 ( 566 ) 2020

Stockton 3841 Metro Drive — 12,552 1,806 545 13,097 1,806 14,903 ( 1,582 ) 2021

Stockton 3838 Imperial Way — 12,512 1,806 1,402 13,914 1,806 15,720 ( 1,999 ) 2021

Stockton 3843 Gold River Lane — 4,004 660 — 4,004 660 4,664 ( 517 ) 2020

16 unchanged sentences

Gibsonton 6508 Powell Road — — 4,143 18,975 18,975 4,143 23,118 ( 119 ) 2023

Gibsonton 1283 US Highway 41S — — 5,429 20,480 20,480 5,429 25,909 — 2023

Gibsonton 6020 Powell Road — — 5,429 21,098 21,098 5,429 26,527 ( 307 ) 2023

Jacksonville 775 Whittaker Road — 3,137 451 415 3,552 451 4,003 ( 879 ) 2017

20 unchanged sentences

Buford 4823 Roy Carlson Boulevard — 9,195 1,061 938 10,133 1,061 11,194 ( 1,270 ) 2021

Calhoun 103 Enterprise Drive — 2,743 388 820 3,563 388 3,951 ( 834 ) 2014

Dallas 351 Thomas D.

5 unchanged sentences

Savannah 1086 Oracal Parkway — 12,670 439 1,902 14,572 439 15,011 ( 3,775 ) 2014

Shannon 212 Burlington Drive — 12,922 393 1,332 14,254 393 14,647 ( 4,050 ) 2013

Smyrna 3500 Highlands Parkway — 2,933 264 1,644 4,577 264 4,841 ( 1,405 ) 2012

10 unchanged sentences

Belvidere 3905 & 3925 Morreim Drive — 4,203 668 41 4,244 668 4,912 ( 1,329 ) 2013

Belvidere 725 & 729 Logistics Drive — 3,699 866 312 4,011 866 4,877 ( 1,347 ) 2013

Belvidere 857 Landmark Drive — 8,025 1,542 1,665 9,690 1,542 11,232 ( 3,340 ) 2013

Belvidere 984 Landmark Drive — — 216 — — 216 216 — 2013

Buffalo Grove 2500-2550 Millbrook Drive — 7,971 1,165 — 7,971 1,165 9,136 ( 234 ) 2025

Buffalo Grove 2400 Millbrook Drive — 11,145 2,579 — 11,145 2,579 13,724 ( 357 ) 2025

Carol Stream 494 Lies Road East — 6,536 959 5 6,541 959 7,500 ( 231 ) 2024

31 unchanged sentences

McHenry 921 Ridgeview Drive — 3,791 448 202 3,993 448 4,441 ( 764 ) 2018

Monee 25100 S.

Ridgeland Avenue — 56,457 5,391 — 56,457 5,391 61,848 ( 161 ) 2025

Montgomery 2001 Baseline Road — — 173 — — 173 173 — 2018

28 unchanged sentences

Jeffersonville 250 Hilton Drive — 42,618 2,778 — 42,618 2,778 45,396 ( 2,839 ) 2024

Lafayette 1520 Kepner Drive — 2,205 295 65 2,270 295 2,565 ( 744 ) 2012

Initial Cost to STAG Industrial, Inc.

6 unchanged sentences

Lafayette 1540-1530 Kepner Drive — 3,325 410 372 3,697 410 4,107 ( 1,281 ) 2012

Lafayette 1521 Kepner Drive — 7,748 906 1,237 8,985 906 9,891 ( 2,852 ) 2012

Lebanon 100 Purity Drive — 20,025 1,654 — 20,025 1,654 21,679 ( 3,902 ) 2018

35 unchanged sentences

Biddeford 1 Baker's Way — 8,164 1,369 4,849 13,013 1,369 14,382 ( 4,506 ) 2016

Gardiner 47 Market Street — 8,983 948 23 9,006 948 9,954 ( 2,895 ) 2016

Initial Cost to STAG Industrial, Inc.

4 unchanged sentences

Year Acquired

Lewiston 19 Mollison Way — 5,374 173 1,064 6,438 173 6,611 ( 2,807 ) 2007

Gardiner 47 Market Street — 8,025 948 23 8,048 948 8,996 ( 2,170 ) 2016

Portland 125 Industrial Way — 3,648 891 2,918 6,566 891 7,457 ( 1,587 ) 2012

94 unchanged sentences

Year Acquired

Saint Paul 1700 Wynne Avenue — 23,675 2,258 — 23,675 2,258 25,933 ( 3,233 ) 2021

Savage 14399 Huntington Avenue — 3,251 3,194 1,253 4,504 3,194 7,698 ( 1,503 ) 2014

Shakopee 4241 12th Avenue East — 11,946 2,281 — 11,946 2,281 14,227 ( 425 ) 2025

Shakopee 5101/4901 Valley Industrial Boulevard — 11,596 584 13 11,609 584 12,193 ( 1,574 ) 2022

Shakopee 1451 Dean Lakes Trail — 12,038 927 61 12,099 927 13,026 ( 1,915 ) 2019

Saint Paul 1700 Wynne Avenue — 23,675 2,258 — 23,675 2,258 25,933 ( 2,457 ) 2021

South Saint Paul 411 Farwell Avenue — 14,335 2,378 169 14,504 2,378 16,882 ( 2,819 ) 2018

7 unchanged sentences

Kansas City 9900 NW Global Drive — 33,113 — — 33,113 — 33,113 ( 1,156 ) 2024

Kansas City 10500 NW Transcon Drive — 25,994 — — 25,994 — 25,994 ( 136 ) 2025

Kansas City 10451 NW Transcon Drive — 12,687 — — 12,687 — 12,687 ( 74 ) 2025

O'Fallon 6705 Keaton Corporate Parkway — 3,238 1,233 559 3,797 1,233 5,030 ( 926 ) 2017

19 unchanged sentences

Londonderry 29 Jack's Bridge Road/Clark Road — 6,249 730 339 6,588 730 7,318 ( 2,064 ) 2013

Nashua 80 Northwest Boulevard — 8,470 1,431 6,874 15,344 1,431 16,775 ( 2,848 ) 2014

Branchburg 291 Evans Way — 10,470 2,367 24 10,494 2,367 12,861 ( 1,599 ) 2019

Burlington 8 Campus Drive — — 3,267 16,064 16,064 3,267 19,331 ( 2,164 ) 2015

Burlington 6 Campus Drive — 19,237 4,030 3,067 22,304 4,030 26,334 ( 5,878 ) 2015

Franklin Township 17 & 20 Veronica Avenue — 8,264 2,272 1,555 9,819 2,272 12,091 ( 2,705 ) 2017

Initial Cost to STAG Industrial, Inc.

4 unchanged sentences

Year Acquired

Burlington 6 Campus Drive — 18,708 4,030 3,022 21,730 4,030 25,760 ( 6,068 ) 2015

Franklin Township 17 & 20 Veronica Avenue — 7,433 2,272 1,638 9,071 2,272 11,343 ( 2,154 ) 2017

Lumberton 101 Mount Holly Bypass — 5,721 1,121 456 6,177 1,121 7,298 ( 1,045 ) 2019

6 unchanged sentences

Westampton 800 Highland Drive — 20,734 3,647 8,957 29,691 3,647 33,338 ( 3,089 ) 2021

Santa Teresa 150 Earhardt Drive — 8,904 723 187 9,091 723 9,814 ( 661 ) 2022

Santa Teresa 150 Earhardt Way — 8,904 723 161 9,065 723 9,788 ( 935 ) 2022

Buffalo 1236-50 William Street — 2,924 146 — 2,924 146 3,070 ( 1,106 ) 2012

Cheektowaga 40-60 Industrial Parkway — 2,699 216 990 3,689 216 3,905 ( 1,545 ) 2011

Farmington 5786 Collett Road — 5,282 410 896 6,178 410 6,588 ( 2,649 ) 2007

Gloversville 125 Belzano Drive — 1,203 117 7 1,210 117 1,327 ( 400 ) 2012

13 unchanged sentences

Charlotte 12730 Virkler Drive — 10,650 1,522 60 10,710 1,522 12,232 ( 508 ) 2024

Durham 3450 Hopson Road — 64,860 7,075 — 64,860 7,075 71,935 ( 164 ) 2025

Durham 2702 Weck Drive — 2,411 753 327 2,738 753 3,491 ( 724 ) 2015

10 unchanged sentences

Mooresville 119 Super Sport Drive — 17,029 4,195 923 17,952 4,195 22,147 ( 3,858 ) 2017

Mooresville 313 Mooresville Boulevard — 6,968 701 466 7,434 701 8,135 ( 2,689 ) 2011

Mountain Home 199 N.

Egerton Road — 2,359 523 324 2,683 523 3,206 ( 689 ) 2014

Initial Cost to STAG Industrial, Inc.

4 unchanged sentences

Year Acquired

Mooresville 313 Mooresville Boulevard — 6,968 701 1,835 8,803 701 9,504 ( 2,911 ) 2011

Mountain Home 199 N.

Egerton Road — 2,265 523 324 2,589 523 3,112 ( 668 ) 2014

Newton 1500 Prodelin Drive — 3,814 732 4,807 8,621 732 9,353 ( 2,879 ) 2011

31 unchanged sentences

Salem 800 Pennsylvania Avenue — 6,849 858 2,297 9,146 858 10,004 ( 4,128 ) 2006

Sharonville 12110 Champion Way — 16,975 1,385 — 16,975 1,385 18,360 ( 51 ) 2025

Streetsboro 9777 Mopar Drive — 4,909 2,161 1,157 6,066 2,161 8,227 ( 2,220 ) 2011

2 unchanged sentences

Toledo 1800 Jason Street — 6,296 213 — 6,296 213 6,509 ( 2,059 ) 2012

Twinsburg 8601 Independence Parkway — 19,772 3,855 — 19,772 3,855 23,627 ( 2,658 ) 2020

Twinsburg 7990 Bavaria Road — 6,497 590 3,486 9,983 590 10,573 ( 3,247 ) 2007

West Chester 9696 International Boulevard — 8,580 936 — 8,580 936 9,516 ( 2,051 ) 2016

Initial Cost to STAG Industrial, Inc.

4 unchanged sentences

Year Acquired

Twinsburg 8601 Independence Parkway — 19,731 3,855 — 19,731 3,855 23,586 ( 3,225 ) 2020

Twinsburg 7990 Bavaria Road — 6,437 590 7,021 13,458 590 14,048 ( 3,449 ) 2007

Union 1925 Union Airpark Boulevard — 43,618 3,987 — 43,618 3,987 47,605 ( 472 ) 2025

West Chester 9696 International Boulevard — 8,182 936 270 8,452 936 9,388 ( 1,873 ) 2016

West Chester 8778-8910 Le Saint Drive — 42,704 1,565 304 43,008 1,565 44,573 ( 2,564 ) 2024

7 unchanged sentences

Beaverton 5807 SW 107th Avenue — 4,936 1,237 — 4,936 1,237 6,173 ( 384 ) 2023

North Plains 28925 NW Union Road — 1,888 4,778 25,289 27,177 4,778 31,955 ( 399 ) 2024

Salem 4060 Fairview Industrial Drive — 3,039 599 963 4,002 599 4,601 ( 1,519 ) 2011

24 unchanged sentences

Langhorne 121 Wheeler Court — 6,327 1,884 2,035 8,362 1,884 10,246 ( 2,348 ) 2016

Langhorne 1 Cabot Boulevard East — 4,203 1,155 83 4,286 1,155 5,441 ( 972 ) 2020

Lebanon 1 Keystone Drive — 5,083 1,380 1,048 6,131 1,380 7,511 ( 2,128 ) 2017

Mechanicsburg 6350 Brackbill Boulevard — 5,079 1,482 2,684 7,763 1,482 9,245 ( 2,016 ) 2014

Mechanicsburg 6360 Brackbill Boulevard — 7,042 1,800 989 8,031 1,800 9,831 ( 2,354 ) 2014

Mechanicsburg 245 Salem Church Road — 7,977 1,452 905 8,882 1,452 10,334 ( 2,616 ) 2014

Initial Cost to STAG Industrial, Inc.

4 unchanged sentences

Year Acquired

Langhorne 1 Cabot Boulevard East — 3,751 1,155 83 3,834 1,155 4,989 ( 641 ) 2020

Lebanon 1 Keystone Drive — 3,784 1,380 1,048 4,832 1,380 6,212 ( 1,003 ) 2017

Mechanicsburg 6350 Brackbill Boulevard — 4,787 1,482 2,860 7,647 1,482 9,129 ( 1,920 ) 2014

Mechanicsburg 6360 Brackbill Boulevard — 6,586 1,800 1,058 7,644 1,800 9,444 ( 2,119 ) 2014

Mechanicsburg 245 Salem Church Road — 7,462 1,452 2,771 10,233 1,452 11,685 ( 2,362 ) 2014

Muhlenberg Township 171-173 Tuckerton Road — 13,784 843 3,367 17,151 843 17,994 ( 5,793 ) 2012

3 unchanged sentences

O'Hara Township 100 Papercraft Park — 18,158 1,435 7,440 25,598 1,435 27,033 ( 9,153 ) 2012

Pittston One Commerce Road — 19,603 677 263 19,866 677 20,543 ( 4,290 ) 2017

Reading 2001 Centre Avenue — 5,020 1,708 1,554 6,574 1,708 8,282 ( 1,512 ) 2016

10 unchanged sentences

Duncan 175 Spartangreen Boulevard — 12,390 936 89 12,479 936 13,415 ( 1,710 ) 2021

Edgefield One Tranter Drive — 938 220 887 1,825 220 2,045 ( 847 ) 2012

Fountain Inn 107 Southchase Boulevard — 7,946 766 672 8,618 766 9,384 ( 1,884 ) 2018

3 unchanged sentences

Goose Creek 6 Corporate Parkway — 28,353 4,459 — 28,353 4,459 32,812 ( 4,926 ) 2019

Greenwood 215 Mill Avenue — 1,824 166 641 2,465 166 2,631 ( 748 ) 2012

Greenwood 308-310 Maxwell Avenue — 1,168 169 848 2,016 169 2,185 ( 643 ) 2012

Greer 8 Shelter Drive — 4,939 681 3,478 8,417 681 9,098 ( 2,535 ) 2018

22 unchanged sentences

Rock Hill 1953 Langston Street — 3,982 1,095 984 4,966 1,095 6,061 ( 1,179 ) 2017

Rock Hill 2225 Williams Industrial Boulevard — 10,903 1,118 — 10,903 1,118 12,021 ( 1,614 ) 2020

Simpsonville 101 Harrison Bridge Road — 2,960 957 3,661 6,621 957 7,578 ( 2,416 ) 2012

2 unchanged sentences

Spartanburg 5675 North Blackstock Road — 13,452 1,867 6,123 19,575 1,867 21,442 ( 3,734 ) 2016

Spartanburg 5679 North Blackstock Road — — — 344 344 — 344 ( 4 ) 2016

Spartanburg 950 Brisack Road — 3,250 342 2,360 5,610 342 5,952 ( 1,479 ) 2014

24 unchanged sentences

Lebanon 675 Maddox-Simpson Parkway — 5,891 519 213 6,104 519 6,623 ( 783 ) 2021

Lebanon 575 Maddox-Simpson Parkway — — 549 24,903 24,903 549 25,452 ( 343 ) 2019

Loudon 1700 Elizabeth Lee Parkway — 3,372 170 2,137 5,509 170 5,679 ( 1,412 ) 2015

4 unchanged sentences

Memphis 4880 East Tuggle Road — 38,524 2,501 2,176 40,700 2,501 43,201 ( 6,637 ) 2019

Murfreesboro 1975 Joe B.

Jackson Parkway — 9,617 2,206 6 9,623 2,206 11,829 ( 881 ) 2022

Initial Cost to STAG Industrial, Inc.

4 unchanged sentences

Year Acquired

Murfreesboro 1975 Joe B.

Jackson Parkway — 9,617 2,206 469 10,086 2,206 12,292 ( 1,192 ) 2022

Murfreesboro 941 Esther Lane 11,289 3,867 — 11,289 3,867 15,156 ( 30 ) 2025

Murfreesboro 540 New Salem Road — 2,358 722 700 3,058 722 3,780 ( 723 ) 2014

35 unchanged sentences

Sam Houston Parkway — 9,368 1,108 608 9,976 1,108 11,084 ( 1,805 ) 2019

Humble 7491 Rankin Road 36,135 5,807 — 36,135 5,807 41,942 ( 345 ) 2025

Humble 18727 Kenswick Drive — 11,493 2,255 10,104 21,597 2,255 23,852 ( 4,203 ) 2019

4 unchanged sentences

Laredo 13808 Humphrey Road — 9,037 1,535 2,235 11,272 1,535 12,807 ( 2,343 ) 2017

McAllen 5601 West Military Highway — 13,549 818 1,612 15,161 818 15,979 ( 1,945 ) 2020

Mission 802 Trinity Street — 12,623 1,882 663 13,286 1,882 15,168 ( 2,829 ) 2018

Initial Cost to STAG Industrial, Inc.

4 unchanged sentences

Year Acquired

McAllen 5601 West Military Highway — 13,341 818 1,612 14,953 818 15,771 ( 2,208 ) 2020

Mission 802 Trinity Street — 11,986 1,882 682 12,668 1,882 14,550 ( 2,554 ) 2018

Rockwall 3400 Discovery Boulevard — 14,561 2,683 1 14,562 2,683 17,245 ( 3,322 ) 2017

37 unchanged sentences

Mukwonago 115 Hill Court — 13,808 1,872 — 13,808 1,872 15,680 ( 323 ) 2025

Muskego S64 W15660 Commerce Center Parkway — 5,469 393 154 5,623 393 6,016 ( 1,070 ) 2020

New Berlin 16250 West Woods Edge Drive — 15,917 277 — 15,917 277 16,194 ( 2,421 ) 2019

New Berlin 16555 W.

Smalls Road — 20,176 955 — 20,176 955 21,131 ( 1,866 ) 2021

Mukwonago 103 Hill Court — 10,791 1,478 219 11,010 1,478 12,488 ( 1,563 ) 2021

Initial Cost to STAG Industrial, Inc.

4 unchanged sentences

Year Acquired

Muskego S64 W15660 Commerce Center Parkway — 5,140 393 154 5,294 393 5,687 ( 950 ) 2020

New Berlin 16250 West Woods Edge Drive — 15,917 277 — 15,917 277 16,194 ( 2,897 ) 2019

New Berlin 16555 W.

Smalls Road — 20,176 955 — 20,176 955 21,131 ( 2,473 ) 2021

New Berlin 5600 S.

17 unchanged sentences

Developments in Process

Lebanon, TN Maddox-Simpson Parkway — — 549 18,014 18,014 549 18,563 — 2019

Concord, NC 2711 Concord Parkway South — 910 3,553 1,329 2,239 3,553 5,792 — 2024

Concord, NC 2711 Concord Parkway South — 910 3,553 1,330 2,240 3,553 5,793 — 2024

North Plains, OR 28925 NW Union Road — 1,888 4,778 14,116 16,004 4,778 20,782 — 2024

Lenexa, KS 14100 Marshall Drive — — — 618 618 — 618 — 2014

Shepherdsville, KY 650 Park Loop Road — 1,281 4,216 24,752 26,033 4,216 30,249 — 2025

Dayton, OH 11355 Dog Leg Road — 288 2,656 7,337 7,625 2,656 10,281 — 2025

Concord, NC 2745 Piedmont Commerce Street SW — 910 3,553 17,970 18,880 3,553 22,433 — 2024

Concord, NC 2735 Piedmont Commerce Street SW — 910 3,553 19,097 20,007 3,553 23,560 — 2024

Reno, NV 6980 Resource Drive — — 1,896 9,575 9,575 1,896 11,471 — 2024

Reno, NV Echo Avenue — — 8,959 6,224 6,224 8,959 15,183 — 2024

Reno, NV 14003 Mount Anderson Street — — 8,959 27,052 27,052 8,959 36,011 — 2024

$ ( 4,099 ) $ 5,856,867 $ 811,569 $ 856,535 $ 6,713,402 $ 811,569 $ 7,524,971 $ ( 1,119,931 )

19 unchanged sentences

Cost of real estate sold ( 91,190 ) ( 109,313 ) ( 66,565 )

Write-off of tenant improvements ( 4,579 ) ( 3,930 ) ( 3,428 )

Write-off of fully depreciated assets ( 142,223 ) ( 4,579 ) ( 3,930 )

Asset impairments and involuntary conversion ( 888 ) ( 4,967 ) ( 2,968 )

Balance at the end of the period including assets held for sale 7,152,780 6,459,001 6,123,295

Assets held for sale — — ( 6,324 )

Balance at the end of the period excluding assets held for sale $ 7,152,780 $ 6,459,001 $ 6,116,971

Balance at the end of the period $ 7,524,971 $ 7,152,780 $ 6,459,001

Accumulated Depreciation:

5 unchanged sentences

Disposals ( 165,540 ) ( 21,691 ) ( 20,321 )

Balance at the end of the period including assets held for sale 1,085,866 921,846 764,809

Assets held for sale — — ( 1,681 )

Balance at the end of the period excluding assets held for sale $ 1,085,866 $ 921,846 $ 763,128

Balance at the end of the period $ 1,119,931 $ 1,085,866 $ 921,846

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 9A. Controls and Procedures