Stag Industrial STAG Form 10-Q filing Q1 FY2026

Part I. Financial Information

Item 1. Financial Statements (unaudited)

Item 1. Financial Statements

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

STAG Industrial, Inc.

Notes to Consolidated Financial Statements

(unaudited)

1. Organization and Description of Business

STAG Industrial, Inc. (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 March 31, 2026 and December 31, 2025, the Company owned 98.0% and 98.1%, 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. As used herein, the “Company” refers to STAG Industrial, Inc. and its consolidated subsidiaries, including the Operating Partnership, except where context otherwise requires.

As of March 31, 2026, the Company owned 601 industrial buildings in 41 states with approximately 120.3 million rentable square feet.

2. Summary of Significant Accounting Policies

Interim Financial Information

The accompanying interim financial statements have been presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying interim financial statements include all adjustments, consisting of normal recurring items, necessary for their fair statement in conformity with GAAP. Interim results are not necessarily indicative of results for a full year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Basis of Presentation

The Company’s consolidated financial statements include the accounts of the Company, the Operating Partnership, and their consolidated subsidiaries. Interests in the Operating Partnership not owned by the Company are referred to as “Noncontrolling Common Units.” These Noncontrolling Common Units are held by other limited partners in the form of common units (“Other Common Units”) and long term incentive plan units (“LTIP units”) issued pursuant to the STAG Industrial, Inc. 2011 Equity Incentive Plan, as amended and restated (the “2011 Plan”). All majority-owned subsidiaries and joint ventures over which the Company has a controlling financial interest are included in the consolidated financial statements. All significant intercompany balances and transactions have been eliminated in the consolidation of entities. The financial statements of the Company are presented on a consolidated basis for all periods presented.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 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.

Restricted Cash

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.

Uncertain Tax Positions

As of March 31, 2026 and December 31, 2025, there were no liabilities for uncertain tax positions.

Segment Reporting

The Company manages its operations on an aggregated, single segment basis for purposes of assessing performance and making operating decisions and, accordingly, has only one reporting and operating segment. This single segment of real estate operations derives its revenues from rental income from the tenants who occupy its buildings. Substantially all revenues, expenses, and assets are attributable to this single segment and are consistent with the amounts presented in the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations. 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 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

Management believes the current credit risk of the Company’s portfolio is reasonably well diversified and does not contain any unusual concentration of credit risk.

3. Rental Property

The following table summarizes the components of rental property, net as of March 31, 2026 and December 31, 2025.

Acquisitions

The following table summarizes the Company’s acquisitions during the three months ended March 31, 2026. The Company accounted for all of its acquisitions as asset acquisitions.

(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.

The following table summarizes the allocation of the consideration paid at the date of acquisition during the three months ended March 31, 2026 for the acquired assets and liabilities in connection with the acquisitions identified in the table above.

Dispositions

The following table summarizes the Company’s dispositions during the three months ended March 31, 2026. The dispositions were sold to third parties and were accounted for under the full accrual method.

The following table summarizes the results of operations for the three months ended March 31, 2026 and 2025 for the buildings sold during the three months ended March 31, 2026, which is included in the Company’s Consolidated Statements of Operations prior to the date of sale.

(1) Exclusive of gain on the sales of rental property, net.

Assets Held for Sale

As of March 31, 2026, the related land and building and improvements, net, of approximately $0.9 million and $6.6 million, respectively, for one building were classified as assets held for sale, net on the accompanying Consolidated Balance Sheets. The building is anticipated to be sold to a third-party within one year.

Variable Interest Entities

The buildings acquired through reverse like-kind exchanges agreements pursuant to Section 1031 of the Code during the year ended December 31, 2025, were completed during the three months ended March 31, 2026, and as such the Company is now the legal owner of the entities. Accordingly, these entities are no longer deemed variable interest entities as of March 31, 2026.

Deferred Leasing Intangibles

The following table summarizes the deferred leasing intangibles, net on the accompanying Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025.

The following table summarizes the impact to rental income and amortization expense for the amortization of deferred leasing intangibles during the three months ended March 31, 2026 and 2025.

4. Debt

The following table summarizes the Company’s outstanding indebtedness, including borrowings under the Company’s unsecured credit facility, unsecured term loans, unsecured notes, and mortgage note as of March 31, 2026 and December 31, 2025.

(1) Interest rate as of March 31, 2026. At March 31, 2026, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) was 3.6648%. 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 current interest rate includes the impact of interest rate swaps, which effectively fix the interest rate on certain variable rate debt.

(2) The weighted average years represents the remaining maturity in years on the principal outstanding as of March 31, 2026, and assumes that any extension options that are exercisable at the discretion of the Company, subject to certain terms and conditions, have been exercised.

The aggregate undrawn nominal commitment on the unsecured credit facility as of March 31, 2026 was approximately $796.8 million, including issued letters of credit. The Company’s actual borrowing capacity at any given point in time may be less or restricted to a maximum amount based on the Company’s debt covenant compliance. Total accrued interest for the Company’s indebtedness was approximately $30.3 million and $11.9 million as of March 31, 2026 and December 31, 2025, respectively, and is included in accounts payable, accrued expenses and other liabilities on the accompanying Consolidated Balance Sheets.

The following table summarizes the costs included in interest expense related to the Company’s debt arrangements on the accompanying Consolidated Statement of Operations for the three months ended March 31, 2026 and 2025.

Financial Covenant Considerations

The Company was in compliance with applicable restrictions and financial and other covenants as of March 31, 2026 and December 31, 2025 related to its unsecured credit facility, unsecured term loans, unsecured notes, and mortgage note. The real estate net book value of the property that is collateral for the Company’s debt arrangements was approximately $6.9 million and $7.0 million at March 31, 2026 and December 31, 2025, respectively, and is limited to senior, property-level secured debt financing arrangements.

Fair Value of Debt

The following table summarizes the aggregate principal amount outstanding under the Company’s debt arrangements and the corresponding estimate of fair value as of March 31, 2026 and December 31, 2025.

The applicable fair value guidance establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The fair value of the Company’s debt is based on Level 3 inputs.

5. Derivative Financial Instruments

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

As of March 31, 2026, the Company had 18 interest rate swaps, all of which are used to hedge the variable cash flows associated with unsecured loans. 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 March 31, 2026 and December 31, 2025.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified to interest expense in the same periods during which the hedged transaction affects earnings.

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 $8.9 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 amounts related to the Company’s derivatives in the consolidated financial statements for the three months ended March 31, 2026 and 2025.

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.

As of March 31, 2026, the Company had not breached the provisions of these agreements and had not posted any collateral related to these agreements. If the Company had breached any of these provisions, it would be required to settle its obligations under the agreements at their termination value.

Fair Value of Interest Rate Swaps

The Company’s valuation of the interest rate swaps is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs including interest rate curves. The fair values of interest rate swaps are determined by using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

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.

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. However, as of March 31, 2026 and December 31, 2025, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. 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 March 31, 2026 and December 31, 2025.

6. Equity

Common Stock

The following table summarizes the terms of the Company’s at-the-market (“ATM”) common stock offering program as of March 31, 2026. There was no activity for the ATM common stock offering program during the three months ended March 31, 2026, except for the shares sold on a forward basis, as discussed below.

(1) The ATM common stock offering program was originally implemented on February 17, 2022, and had an initial maximum aggregate offering price of $750 million. On February 13, 2025, following the filing of a new shelf registration statement, the Company carried forward the ATM common stock offering program to the new registration statement, at which time the remaining maximum aggregate offering price (that is, the amount carried forward) was less than $750 million.

The following table summarizes the activity for shares sold on a forward basis under the ATM common stock offering program and shares settled during the three months ended March 31, 2026.

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

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

Restricted Stock-Based Compensation

The Company granted restricted shares of common stock under the 2011 Plan on January 8, 2026 to certain employees of the Company, which will vest over four years in equal installments on January 1 of each year beginning on January 1, 2027, subject to the recipient’s continued employment.

The following table summarizes activity related to the Company’s unvested restricted shares of common stock during the three months ended March 31, 2026.

(1) The Company repurchased and retired 16,166 restricted shares of common stock that vested during the three months ended March 31, 2026.

The unrecognized compensation expense associated with the Company’s restricted shares of common stock at March 31, 2026 was approximately $2.9 million and is expected to be recognized over a weighted average period of approximately 2.6 years.

The following table summarizes the fair value at vesting for the restricted shares of common stock that vested during the three months ended March 31, 2026 and 2025.

7. Noncontrolling Interest

Noncontrolling Interest in Operating Partnership

The following table summarizes the activity for noncontrolling interest in the Operating Partnership during the three months ended March 31, 2026.

The Company granted LTIP units under the 2011 Plan on January 8, 2026 to non-employee, independent directors, which vest in equal quarterly installments over one year, with the first vesting date having been March 31, 2026, subject to the recipient’s continued service.

The Company granted LTIP units under the 2011 Plan on January 8, 2026 to certain executive officers and senior employees of the Company, which will vest in equal quarterly installments over four years, with the first vesting date having been March 31, 2026, subject to the recipient’s continued employment.

The fair value of the LTIP units as of the grant date was determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation. The fair value of the LTIP units are based on Level 3 inputs and non-recurring fair value

measurements. The expected stock price volatility is based on a mix of the historical and implied volatilities of the Company and certain peer group companies. The expected dividend yield is based on the Company’s average historical dividend yield and the dividend yield as of the valuation date for each award. The risk-free interest rate is based on U.S. Treasury note yields matching a three-year time period.

The following table summarizes the assumptions used in valuing such LTIP units granted during the three months ended March 31, 2026.

The following table summarizes activity related to the Company’s unvested LTIP units during the three months ended March 31, 2026.

The unrecognized compensation expense associated with the Company’s LTIP units at March 31, 2026 was approximately $8.8 million and is expected to be recognized over a weighted average period of approximately 2.4 years.

Noncontrolling Interest in Joint Ventures

At March 31, 2026, the Company held a 97.4% interest in a joint venture located in Reno, Nevada, a 95.1% interest in a joint venture located in Concord, North Carolina, and a 97.1% interest in a joint venture located in Shepherdsville, Kentucky. The third-parties’ equity interest in these joint ventures, totaling approximately $4.0 million at March 31, 2026, is included in noncontrolling interest in joint ventures on the accompanying Consolidated Balance Sheets.

8. Equity Incentive Plan

On January 8, 2026, the compensation committee of the board of directors approved and the Company granted performance units under the 2011 Plan to the executive officers and certain key employees of the Company. The terms of the performance units granted on January 8, 2026 are substantially the same as the 2025 performance units, except that the measuring period commenced on January 1, 2026 and ends on December 31, 2028.

The fair value of the performance units as of the grant date was determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation. The fair value of the performance units is based on Level 3 inputs and non-recurring fair value measurements. The expected stock price volatility is based on a mix of the historical and implied volatilities of the Company and certain peer group companies. The expected dividend yield is based on the Company’s average historical dividend yield and the dividend yield as of the valuation date for each award. The risk-free interest rate is based on U.S. Treasury note yields matching the three-year performance period. The performance unit equity compensation expense is recognized ratably from the grant date into earnings over the vesting period.

The following table summarizes the assumptions used in valuing the performance units granted during the three months ended March 31, 2026.

The unrecognized compensation expense associated with the Company’s performance units at March 31, 2026 was approximately $12.4 million and is expected to be recognized over a weighted average period of approximately 2.2 years.

Non-cash Compensation Expense

The following table summarizes the amount recorded in general and administrative expenses in the accompanying Consolidated Statements of Operations for the amortization of restricted shares of common stock, LTIP units, performance units, and the Company’s director compensation for the three months ended March 31, 2026 and 2025.

(1) All of the Company’s independent directors elected to receive shares of common stock in lieu of cash for their service during the three months ended March 31, 2026 and 2025. The number of shares of common stock granted was calculated based on the trailing ten-day average common stock price on the third business day preceding the grant date.

9. Leases

Lessor Leases

The Company has operating leases in which it is the lessor for its rental property. Certain leases contain variable lease payments based upon changes in the Consumer Price Index (“CPI”). Billings for real estate taxes and other expenses are also considered to be variable lease payments. Certain leases contain options to renew or terminate the lease, and options for the lessee to purchase the rental property, all of which are predominately at the sole discretion of the lessee.

The following table summarizes the components of rental income included in the accompanying Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025.

As of March 31, 2026 and December 31, 2025, the Company had accrued rental income of approximately $145.0 million and $139.9 million, respectively, included in tenant accounts receivable on the accompanying Consolidated Balance Sheets.

As of March 31, 2026 and December 31, 2025, the Company’s total liability associated with lease security deposits was approximately $25.7 million and $26.3 million, respectively, which is included in tenant prepaid rent and security deposits on the accompanying Consolidated Balance Sheets.

Lessee Leases

The Company has operating leases in which it is the lessee for its ground leases and corporate office leases. These leases have remaining lease terms of approximately 0.2 years to 56.5 years. Certain ground leases contain options to extend the leases for 10 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 March 31, 2026 and December 31, 2025.

The following table summarizes the operating lease cost included in the Company’s Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025.

The following table summarizes supplemental cash flow information related to operating leases in the Company’s Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025.

The following table summarizes the maturity of operating lease liabilities under the Company’s ground leases and corporate office leases as of March 31, 2026.

(1) Operating lease liabilities do not include estimates of CPI rent changes required by certain ground lease agreements. Therefore, actual payments may differ from those presented.

10. Earnings Per Share

The following table reconciles the numerators and denominators in the computation of basic and diluted earnings per share of common stock for the three months ended March 31, 2026 and 2025.

(1) During the three months ended March 31, 2026 and 2025, there were approximately 99 and 115 unvested restricted shares of common stock (on a weighted average basis), respectively, that were considered participating securities for the purposes of computing earnings per share that were not included in the computation of diluted earnings per share because the allocation of income under the two-class method was more dilutive.

11. Commitments and Contingencies

The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance subject to deductible requirements. Management believes that the ultimate settlement of these actions will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

The Company has letters of credit of approximately $3.2 million as of March 31, 2026 related to construction projects and certain other agreements.

12. Subsequent Events

There were no recognized or non-recognized subsequent events.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion with the financial statements and related notes included elsewhere in Item 1 of this report and the audited financial statements and related notes thereto included in our most recent Annual Report on Form 10-K.

As used herein, except where the context otherwise requires, “Company,” “we,” “our” and “us,” refer to STAG Industrial, Inc. and our consolidated subsidiaries and partnerships, including our operating partnership, STAG Industrial Operating Partnership, L.P. (the “Operating Partnership”).

CHEP USA 6 0.8% Penguin Random House LLC 1 0.7% KUEHNE+NAGEL INC. 1 0.7% Central PS&S Holdings, LLC 1 0.7% Tempur Sealy International Inc. 2 0.7% The Coca-Cola Company 3 0.7% Iron Mountain Information Management 6 0.7% Hachette Book Group, Inc. 1 0.6% DHL Supply Chain 5 0.6% Kenco Logistic Services, LLC 3 0.6% Penske Truck Leasing Co. LP 3 0.6% FedEx Corporation 4 0.6% Lippert Component Manufacturing 3 0.6% WestRock Company 5 0.6% Total 70 16.3%

(1) Includes tenants, guarantors, and/or non-guarantor parents.

Critical Accounting Policies

See “Critical Accounting Policies” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of our critical accounting policies and estimates.

Results of Operations

The following discussion of the results of our same store (as defined below) net operating income (“NOI”) should be read in conjunction with our consolidated financial statements included in this report. For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see “Non-GAAP Financial Measures” below. Same store results are useful to investors in evaluating our performance because they provide information relating to changes in building-level operating performance without taking into account the effects of acquisitions or dispositions. We encourage the reader to not only look at our same store results, but also our total portfolio results, due to historic and future growth.

We define same store properties as properties that were in the Operating Portfolio for the entirety of the comparative periods presented. The results for same store properties exclude termination fees, solar income, and other income adjustments. Same store properties exclude Operating Portfolio properties with expansions placed into service on or after January 1, 2025. On March 31, 2026, we owned 569 industrial buildings consisting of approximately 111.8 million square feet and representing approximately 93.0% of our total portfolio, that are considered our same store portfolio in the analysis below. Same store occupancy decreased approximately 1.2% to 96.6% as of March 31, 2026 compared to 97.8% as of March 31, 2025.

Comparison of the three months ended March 31, 2026 to the three months ended March 31, 2025

The following table summarizes selected operating information for our same store portfolio and our total portfolio for the three months ended March 31, 2026 and 2025 (dollars in thousands). This table includes a reconciliation from our same store portfolio to our total portfolio by also providing information for the three months ended March 31, 2026 and 2025 with respect to the buildings acquired and sold on or after January 1, 2025, Operating Portfolio buildings with expansions placed into service or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2025, Value Add buildings, and buildings classified as held for sale.

(1) For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see “Non-GAAP Financial Measures” below.

Net Income

Net income for our total portfolio decreased by approximately $30.0 million, or 32.2%, to approximately $63.3 million for the three months ended March 31, 2026 compared to approximately $93.4 million for the three months ended March 31, 2025.

Same Store Total Operating Revenue

Same store total operating revenue consists primarily of rental income from (i) fixed lease payments, variable lease payments, straight-line rental income, and above and below market lease amortization from our properties (“lease income”), and (ii) other tenant billings for insurance, real estate taxes and certain other expenses (“other billings”).

For a detailed reconciliation of our same store total operating revenue to net income, see the table above.

Same store rental income, which includes lease income and other billings as discussed below, increased by approximately $7.8 million, or 3.9%, to approximately $207.4 million for the three months ended March 31, 2026 compared to approximately $199.6 million for the three months ended March 31, 2025.

Same store lease income increased by approximately $6.5 million, or 4.0%, to approximately $167.2 million for the three months ended March 31, 2026 compared to approximately $160.7 million for the three months ended March 31, 2025. The increase was primarily due to the execution of new leases and lease renewals with existing tenants of approximately $8.9 million. The increase was partially offset by the reduction of base rent of approximately $2.2 million due to tenant vacancies and a net increase in the amortization of net above market leases of approximately $0.2 million.

Same store other billings increased by approximately $1.3 million, or 3.3%, to approximately $40.2 million for the three months ended March 31, 2026 compared to approximately $38.9 million for the three months ended March 31, 2025. Approximately $0.8 million was due to an increase in real estate taxes levied by the taxing authority. Additionally, there was an increase of approximately $0.5 million in expense reimbursements, which was primarily due to an increase in corresponding expenses.

Same Store Operating Expenses

Same store operating expenses consist primarily of property operating expenses and real estate taxes and insurance.

For a detailed reconciliation of our same store operating expenses to net income, see the table above.

Total same store property operating expenses increased by approximately $1.3 million, or 3.1%, to approximately $43.2 million for the three months ended March 31, 2026 compared to approximately $41.9 million for the three months ended March 31, 2025. The increase was due to increases in other expenses, repairs and maintenance, utility expense, and real estate tax expense of approximately $0.7 million, $0.5 million, $0.3 million, and $0.2 million, respectively. These increases were partially offset by a reduction of insurance expense of approximately $0.3 million and snow removal expense of $0.2 million

Acquisitions and Dispositions Net Operating Income

For a detailed reconciliation of our acquisitions and dispositions NOI to net income, see the table above.

Subsequent to January 1, 2025, we acquired 14 buildings consisting of approximately 4.5 million square feet and sold 12 buildings consisting of approximately 2.8 million square feet. For the three months ended March 31, 2026 and 2025, the buildings acquired after January 1, 2025 contributed approximately $8.9 million and $0.4 million to NOI, respectively. For the three months ended March 31, 2026 and 2025, the buildings sold after January 1, 2025 contributed approximately $0.1 million and $2.2 million to NOI, respectively. Refer to Note 3 in the accompanying Notes to Consolidated Financial Statements for additional discussion regarding buildings acquired or sold.

Other Net Operating Income

Other assets include our Value Add Portfolio, buildings classified as held for sale, and Operating Portfolio buildings with expansions placed in service or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2025. Other NOI also includes termination, solar, and other income adjustments from buildings in our same store portfolio.

For a detailed reconciliation of our other NOI to net income, see the table above.

These buildings contributed approximately $2.8 million and $1.0 million to NOI for the three months ended March 31, 2026 and 2025, respectively. Additionally, there was approximately $0.7 million and $0.4 million of termination, solar, and other income adjustments from certain buildings in our same store portfolio for the three months ended March 31, 2026 and 2025, respectively.

Total Other Expenses

Total other expenses consist of general and administrative, depreciation and amortization, and other expenses.

Total other expenses increased approximately $5.1 million, or 5.8%, to approximately $92.9 million for the three months ended March 31, 2026 compared to approximately $87.8 million for the three months ended March 31, 2025. The increase was primarily attributable to an increase in depreciation and amortization of approximately $4.7 million due to an increase in the depreciable asset base from net acquisitions and completed development projects placed into service after March 31, 2025.

Total Other Income (Expense)

Total other income (expense) consists of interest and other income, interest expense, gain on involuntary conversion, and gain on the sales of rental property, net. Interest expense includes interest incurred during the period as well as adjustments related to amortization of financing fees and debt issuance costs, and amortization of fair market value adjustments associated with the assumption of debt.

Total other income (expense) decreased approximately $39.9 million, or 207.5%, to approximately $20.7 million total other expense for the three months ended March 31, 2026 compared to approximately $19.2 million of other income for the three months ended March 31, 2025. The decrease was primarily attributable to a decrease in the gain on the sale of rental property, net, of approximately $34.8 million, as well as an increase in interest expense of approximately $3.4 million, which was primarily attributable to the issuance of $550.0 million of unsecured notes on June 25, 2025. Additionally, there was a decrease in the gain on involuntary conversion of approximately $1.9 million that occurred during the three months ended March 31, 2025, which did not occur during the three months ended March 31, 2026.

Non-GAAP Financial Measures

In this report, we disclose funds from operations (“FFO”) and NOI, which meet the definition of “non-GAAP financial measures” as set forth in Item 10(e) of Regulation S-K promulgated by the Securities and Exchange Commission (“SEC”). As a result, we are required to include in this report a statement of why management believes that presentation of these measures provides useful information to investors.

Funds From Operations

FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further, FFO should be compared with our reported net income (loss) in accordance with GAAP, as presented in our consolidated financial statements included in this report.

We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (“Nareit”). 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.

Management uses FFO as a supplemental performance measure because it is a widely recognized measure of the performance of REITs. FFO may be used by investors as a basis to compare our operating performance with that of other REITs.

However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our buildings that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our buildings, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. In addition, other REITs may not calculate FFO

in accordance with the Nareit definition, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. FFO should not be used as a measure of our liquidity and is not indicative of funds available for our cash needs, including our ability to pay dividends.

The following table sets forth a reconciliation of our FFO attributable to common stockholders and unit holders for the periods presented to net income, the nearest GAAP equivalent.

Net Operating Income

We consider NOI to be an appropriate supplemental performance measure to net income (loss) because we believe it helps investors and management understand the core operations of our buildings. 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. NOI should not be viewed as an alternative measure of our financial performance since it excludes expenses which could materially impact our results of operations. Further, our NOI may not be comparable to that of other real estate companies, as they may use different methodologies for calculating NOI.

The following table sets forth a reconciliation of our NOI for the periods presented to net income, the nearest GAAP equivalent.

Cash Flows

Comparison of the three months ended March 31, 2026 to the three months ended March 31, 2025

The following table summarizes our cash flows for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Net cash provided by operating activities increased approximately $13.9 million to approximately $117.4 million for the three months ended March 31, 2026 compared to approximately $103.5 million for the three months ended March 31, 2025. The increase was attributable to fluctuations in working capital due to timing of payments and rental receipts.

Net cash used in investing activities increased approximately $67.1 million to approximately $92.0 million for the three months ended March 31, 2026 compared to approximately $24.9 million for the three months ended March 31, 2025. The increase was primarily attributable to a decrease in proceeds from sale of rental property, net of approximately $34.3 million during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, as well as an increase in the acquisition of rental property of approximately $37.8 million during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was partially offset by a decrease in cash paid for additions of land and buildings and improvements related to development and other capital expenditures of approximately $5.0 million during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Net cash used in financing activities increased approximately $19.2 million to approximately $87.2 million for the three months ended March 31, 2026 compared to approximately $68.0 million for the three months ended March 31, 2025. The increase was primarily attributable to an increase in net cash outflow of approximately $165.0 million under our unsecured credit facility during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This increase was partially offset by the repayment of unsecured notes of $100.0 million during the three months ended March 31, 2025, which did not occur during the three months ended March 31, 2026. The increase was also partially offset by a decrease of approximately $46.7 million in dividends and distributions paid, which was attributable to our change in 2026 to quarterly dividend payments, compared to monthly dividend payments in 2025.

Liquidity and Capital Resources

We believe that our liquidity needs will be satisfied through cash flows generated by operations, disposition proceeds, and financing activities. Operating cash flow from rental income, expense recoveries from tenants, and other income from operations are our principal sources of funds to pay operating expenses, debt service, recurring capital expenditures, and the distributions required to maintain our REIT qualification. We primarily rely on the capital markets (equity and debt securities and bank borrowings) to fund our acquisition activity. We seek to increase cash flows from our properties by maintaining quality building standards that promote high occupancy rates and permit increases in rental rates, while reducing tenant turnover and controlling operating expenses. We believe that our revenue, together with proceeds from building sales and equity and debt financings, will continue to provide funds for our short-term and medium-term liquidity needs.

Our short-term liquidity requirements consist primarily of funds necessary to pay for operating expenses and other expenditures directly associated with our buildings, including interest expense, interest rate swap payments, scheduled principal payments on outstanding indebtedness, property acquisitions under contract, general and administrative expenses, and capital expenditures including development projects, tenant improvements and leasing commissions.

Our long-term liquidity needs, in addition to recurring short-term liquidity needs as discussed above, consist primarily of funds necessary to pay for property acquisitions and scheduled debt maturities. We intend to satisfy our long-term liquidity needs through cash flow from operations, the issuance of equity or debt securities, other borrowings, property dispositions, or, in connection with acquisitions of certain additional buildings, the issuance of common units in our Operating Partnership.

As of March 31, 2026, we had total immediate liquidity of approximately $805.7 million, comprised of approximately $8.9 million of cash and cash equivalents and approximately $796.8 million of immediate availability on our unsecured credit facility.

In addition, we require funds to pay dividends to holders of our common stock and common units in our Operating Partnership. Any future dividends on our common stock are declared in the sole discretion of our board of directors, subject to the distribution requirements to maintain our REIT status for federal income tax purposes, and may be reduced or stopped for any reason, including to use funds for other liquidity requirements.

Indebtedness Outstanding

The following table summarizes certain information with respect to our indebtedness outstanding as of March 31, 2026.

(1) Interest rate as of March 31, 2026. At March 31, 2026, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) was 3.6648%. 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 current interest rate includes the impact of interest rate swaps, which effectively fix the interest rate on certain variable rate debt.

(2) The weighted average years represents the remaining maturity in years on the principal outstanding as of March 31, 2026 , and assumes that any extension options that are exercisable at our discretion, subject to certain terms and conditions, have been exercised

The aggregate undrawn nominal commitments on our unsecured credit facility as of March 31, 2026 was approximately $796.8 million, including issued letters of credit. Our actual borrowing capacity at any given point in time may be less and is restricted to a maximum amount based on our debt covenant compliance.

Our unsecured credit facility, unsecured term loans, unsecured notes, and mortgage note are subject to ongoing compliance with a number of financial and other covenants. As of March 31, 2026, we were in compliance with the applicable financial covenants.

The following table summarizes our debt capital structure as of March 31, 2026.

(1)“Net Debt” means amounts outstanding under our unsecured credit facility, unsecured term loans, unsecured notes, and mortgage note, less cash and cash equivalents. “Real Estate Cost Basis” means the book value of rental property and deferred leasing intangibles, exclusive of the related accumulated depreciation and amortization.

We regularly pursue new financing opportunities to ensure an appropriate balance sheet position. As a result of these dedicated efforts, we are confident in our ability to meet future debt maturities and fund acquisitions. We believe that our current balance sheet is in an adequate position at the date of this filing, despite possible volatility in the credit markets.

Our interest rate exposure on our floating rate debt is managed through the use of interest rate swaps, which fix the rate of our long term floating rate debt. For a detailed discussion on our use of interest rate swaps, see “Interest Rate Risk” below.

Equity

Common Stock

Pursuant to the equity distribution agreements for our ATM common stock offering program, we may from time to time sell common stock through sales agents and their affiliates, including shares sold on a forward basis under forward sale agreements. There was no activity for the ATM common stock offering program during the three months ended March 31, 2026, except for the shares sold on a forward basis, as discussed below.

The following table summarizes our ATM common stock offering program as of March 31, 2026.

(1) The ATM common stock offering program was originally implemented on February 17, 2022, and had an initial maximum aggregate offering price of $750 million. On February 13, 2025, following the filing of a new shelf registration statement, we carried forward the ATM common stock offering program to the new registration statement, at which time the remaining maximum aggregate offering price (that is, the amount carried forward) was less than $750 million.

The following table summarizes the activity for shares sold on a forward basis under the ATM common stock offering program and shares settled during the three months March 31, 2026.

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

We initially do not receive any proceeds from the sales of shares on a forward basis. We may physically settle the applicable forward sale agreements on one or more dates prior to the respective scheduled maturity dates, at which point we would receive the proceeds net of certain costs; provided, however, generally we 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.

Noncontrolling Interest

We own our interests in all of our properties and conduct substantially all of our business through the Operating Partnership. We are the sole member of the sole general partner of the Operating Partnership. As of March 31, 2026, we owned approximately 98.0% of the common units in the Operating Partnership, and our current and former executive officers, directors, senior employees and their affiliates, and third parties that contributed properties to us in exchange for common units in the Operating Partnership owned the remaining 2.0%.

We also own joint ventures with third parties primarily engaged in the development and eventual operation of industrial real estate properties. At March 31, 2026, we held a 97.4% interest in a joint venture located in Reno, Nevada, a 95.1% interest in a joint venture located in Concord, North Carolina, and a 97.1% interest in a joint venture located in Shepherdsville, Kentucky.

Interest Rate Risk

We use interest rate swaps to fix the rate of our variable rate debt. As of March 31, 2026, all of our outstanding variable rate debt, with the exception of our unsecured credit facility, was fixed with interest rate swaps through maturity.

We recognize all derivatives on the balance sheet at fair value. If the derivative is designated as a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income (loss), which is a component of equity. Derivatives that are not designated as hedges must be adjusted to fair value and the changes in fair value must be reflected as income or expense.

We have established criteria for suitable counterparties in relation to various specific types of risk. We only use counterparties that have a credit rating of no lower than investment grade at swap inception from Moody’s Investor Services, Standard & Poor’s, or Fitch Ratings or other nationally recognized rating agencies.

The swaps are all designated as cash flow hedges of interest rate risk, and all are valued as Level 2 financial instruments. Level 2 financial instruments are defined as significant other observable inputs. As of March 31, 2026, 14 of our interest rate swaps outstanding were in an asset position of approximately $15.6 million and four of our interest rate swaps were in a liability position of approximately $0.5 million, including any adjustment for nonperformance risk related to these agreements.

As of March 31, 2026, we had approximately $1,225.0 million of variable rate debt. As of March 31, 2026, all of our outstanding variable rate debt, with the exception of our unsecured credit facility, was fixed with interest rate swaps through initial maturity. To the extent interest rates increase, interest costs on our floating rate debt not fixed with interest rate swaps will increase, which could adversely affect our cash flow and our ability to pay principal and interest on our debt and our ability to make distributions to our security holders. From time to time, we may enter into interest rate swap agreements and other interest rate hedging contracts, including swaps, caps and floors. In addition, an increase in interest rates could decrease the amounts third parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions.

Off-balance Sheet Arrangements

As of March 31, 2026, we had letters of credit related to development projects and certain other agreements of approximately $3.2 million. As of March 31, 2026, we had no other material off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. The primary market risk we are exposed to is interest rate risk. We have used derivative financial instruments to manage, or hedge, interest rate risks related to our borrowings, primarily through interest rate swaps.

As of March 31, 2026, we had $1,225.0 million of variable rate debt outstanding. As of March 31, 2026, all of our outstanding variable rate debt, with the exception of our unsecured credit facility which had a balance of $200.0 million, was fixed with interest rate swaps through initial maturity. To the extent we undertake additional variable rate indebtedness, if interest rates increase, then so will the interest costs on our unhedged variable rate debt, which could adversely affect our cash flow and our ability to pay principal and interest on our debt and our ability to make distributions to our security holders. Further, rising interest rates could significantly increase our future interest expense. From time to time, we enter into interest rate swap agreements and other interest rate hedging contracts, including swaps, caps and floors. While these agreements are intended to lessen the impact of rising interest rates on us, they also expose us to the risk that the other parties to the agreements will not perform, we could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly-effective cash flow hedges under GAAP. In addition, an increase in interest rates could decrease the amounts third parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions. If interest rates increased by 100 basis points and assuming we had an outstanding balance of $200.0 million on our unsecured credit facility for the three months ended March 31, 2026, our interest expense would have increased by approximately $0.5 million for the three months ended March 31, 2026.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by SEC Rule 13a-15(b), we have evaluated, under the supervision of and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of March 31, 2026. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures for the periods covered by this report were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There was no change to our internal control over financial reporting during the quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. Other Information

Item 1. Legal Proceedings

From time to time, we are a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. We are not currently a party, as plaintiff or defendant, to any legal proceedings that, individually or in the aggregate, would be expected to have a material effect on our business, financial condition or results of operations if determined adversely to the Company.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 11, 2026.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Equity Securities

During the quarter ended March 31, 2026, the Operating Partnership issued 172,408 common units upon exchange of outstanding long term incentive plan units issued pursuant to the STAG Industrial, Inc. 2011 Equity Incentive Plan, as amended and restated (the “2011 Plan”). Subject to certain restrictions, common units in the Operating Partnership may be redeemed for cash in an amount equal to the value of a share of common stock or, at our election, for a share of common stock on a one-for-one basis.

During the quarter ended March 31, 2026, we issued 172,408 shares of common stock upon redemption of 172,408 common units in the Operating Partnership held by various limited partners. The issuance of such shares of common stock was either registered under the Securities Act or effected in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act and the rules and regulations promulgated thereunder.

All other issuances of unregistered securities during the quarter ended March 31, 2026, if any, have previously been disclosed in filings with the SEC.

Issuer Purchases of Equity Securities

(1) Reflects shares surrendered to the Company for payment of tax withholdings obligations in connection with the vesting of shares of common stock issued pursuant to the 2011 Plan. The average price paid reflects the average market value of shares withheld for tax purposes.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

As of the quarter ended March 31, 2026, 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 three months ended March 31, 2026, 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).

Item 6. Exhibits

Exhibit Number Description of Document

4.1 * Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act 31.1 * Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 * Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 ** Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS * Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH * Inline XBRL Taxonomy Extension Schema Document 101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 * Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)

• Filed herewith.

** Furnished herewith.