STAG Industrial, Inc.
For the period ended Jun 30, 2025. Filed Jul 29, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Jul 29, 2025
STAG$36.60-0.8%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-04-29.
0001479094-25-000011
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-07-29.
0001479094-25-000017
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 17 previous paragraphs and 40 current paragraphs.
13 unchanged; 2 reworded; 25 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (25)
Current report
Our bylaws designate any state court of competent jurisdiction in the State of Maryland and the United States District Court located within the State of Maryland, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders and provide that claims relating to causes of action arising under the Securities Act may only be brought in federal district courts, which could limit our stockholders’ ability to bring a claim in a judicial forum that the stockholders believe is a more favorable judicial forum for disputes with us or our directors, officers, employees or agents.
Current report
Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, any state court of competent jurisdiction in the State of Maryland, or, if such state courts do not have jurisdiction, the United States District Court located within the State of Maryland will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, other than actions arising under federal securities laws, (ii) any Internal Corporate Claim, as such term is defined in the Maryland General Corporation Law (the “MGCL”), and any action or proceeding asserting any Internal Corporate Claim, including, without limitation, (a) any claim, or any action or proceeding asserting a claim, based on an alleged breach of any duty owed by any of our directors, officers, employees or agents to us or to our stockholders, or (b) any claim, or any action or proceeding asserting a claim, against us or any of our directors, officers, employees, or agents arising pursuant to any provision of the MGCL or our charter or bylaws, or (iii) any other action or proceeding asserting a claim against us or any of our directors, officers, employees, or agents that is governed by the internal affairs doctrine. These choice of forum provisions will not apply to actions or proceedings under federal securities laws, including claims arising under the Securities Act or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. Furthermore, our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. This provision may limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is more favorable for disputes against us or our directors, officers, employees, or agents, which may discourage such lawsuits against us and our directors, officers, employees, and agents.
Current report
As of the quarter ended June 30, 2025, all items required to be disclosed in a Current Report on Form 8-K were reported under Form 8-K.
Current report
On July 28, 2025, our board of directors approved the Fourth Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended and Restated Bylaws”), which became effective immediately, to, among other changes:
Current report
•adopt provisions related to the SEC’s “universal proxy rules,” as well as certain technical, conforming and clarifying changes in connection therewith, including by clarifying that no stockholder or associated person may solicit proxies in support of a director nominee (other than our board of directors’ nominees) unless such person has complied with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements;
Current report
•enhance certain procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of other proposals at stockholder meetings, including requirements related to background information and disclosures regarding proposing stockholders, proposed director nominees and business, and other persons related to a stockholder’s solicitation of proxies;
Current report
•reserve the white proxy card for exclusive use by our board of directors;
Current report
•provide that stockholders must give advance notice to the Company of nominations and other proposals to be brought before an annual meeting of not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders;
Current report
•provide additional details on the procedures to be followed by stockholders seeking to request that the Company hold a special meeting of stockholders;
Current report
•establish that, unless we consent in writing to the selection of an alternative forum, any state court of competent jurisdiction in the State of Maryland, or, if such state courts do not have jurisdiction, the United States District Court located within the State of Maryland will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, other than actions arising under federal securities laws, (ii) any Internal Corporate Claim, as such term is defined in the MGCL, and any action or proceeding asserting any Internal Corporate Claim, including, without limitation, (a) any claim, or any action or proceeding asserting a claim, based on an alleged breach of any duty owed by any of our directors, officers, employees or agents to us or to our stockholders, or (b) any claim, or any action or proceeding asserting a claim, against us or any of our directors, officers, employees, or agents arising pursuant to any provision of the MGCL or our charter or bylaws, or (iii) any other action or proceeding asserting a claim against us or any of our directors, officers, employees, or agents that is governed by the internal affairs doctrine; provided, however, that this choice of forum provision will not apply to any action or proceeding under federal securities laws, including claims arising under the Securities Act or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction;
Current report
•establish that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act; and
Current report
•incorporate certain technical, modernizing and clarifying changes, including updates to provisions relating to virtual meetings to align with changes to the MGCL.
Current report
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
Current report
2026 Annual Meeting of Stockholders; Date for Submission of Stockholder Proposals
Current report
The information set forth above under the heading “Amended and Restated Bylaws” is incorporated herein by reference.
Current report
In light of the changes to the notice provisions in the Amended and Restated Bylaws described above, we are revising the deadline for receipt of stockholder proposals to be presented at the 2026 annual meeting of stockholders (other than a stockholder proposal to be included in our proxy statement pursuant to Rule 14a-8 under the Exchange Act) as set forth below.
Current report
The Amended and Restated Bylaws provide that in order for a proposal of a stockholder to be presented at the 2026 annual meeting of stockholders, other than a stockholder proposal included in our proxy statement pursuant to Rule 14a-8 under the Exchange Act, it must be received at the Company’s principal executive offices no earlier than the close of business on December 29, 2025, and on or before January 28, 2026. If the 2026 annual meeting is scheduled to take place before March 29, 2026, or after June 27, 2026, then notice must be delivered no earlier than the close of business on the 120th day prior to the 2026 annual meeting and not later than the close of business on the later of the 90th day prior to the 2026 annual meeting or the 10th day following the day on which public announcement of the date of the 2026 annual meeting is first made public. In addition to satisfying the foregoing requirements, under the Amended and Restated Bylaws and to comply with the universal proxy rules, stockholders who intend to solicit proxies for the 2026 Annual Meeting in support of director nominees (other than the Company’s nominees) must provide notice that sets forth the information required by Rule 14a-19 of the rules promulgated under the Exchange Act. Any proposals should be mailed to: STAG Industrial, Inc., One Federal Street, 23rd Floor, Boston, Massachusetts 02110, Attention: Jeffrey M. Sullivan, Executive Vice President, General Counsel and Secretary.
Current report
Promotion of Steven T. Kimball to Chief Operating Officer
Current report
On July 28, 2025, effective as of August 1, 2025, our board of directors appointed Steven T. Kimball as Executive Vice President and Chief Operating Officer. Mr. Kimball, 58 years old, served as our Executive Vice President—Real Estate Operations since March 2023. From 2021 to 2023, Mr. Kimball served as an Executive Director at PGIM Real Estate (“PGIM”), where he oversaw the asset management of a Northeastern industrial property portfolio, including active joint venture development projects. Before joining PGIM, Mr. Kimball held various positions at Prologis, Inc. (NYSE: PLD) (formerly AMB Property Corporation until 2011) from 1995 to 2021, including serving as Managing Director, Head of
Current report
Operations, East Region from 2014 to 2021, as Senior Vice President, Head of Operations, East Region from 2005 to 2014, and as Senior Vice President, Regional Manager, Chicago from 2000 to 2005.
Current report
Before joining AMB Property Corporation in 1995, Mr. Kimball held positions with financial and insurance companies involving real estate assets.
Current report
Mr. Kimball holds a Bachelor of Science degree from University of Vermont and a Master of Business Administration from University Colorado Boulder.
Current report
In connection with Mr. Kimball’s appointment as Chief Operating Officer, we will enter into an Amended and Restated Executive Employment Agreement with him, dated and effective as of August 1, 2025, to reflect his new position, a base salary at the annual rate of $500,000 and an initial term through December 31, 2026. The Amended and Restated Executive Employment Agreement will otherwise be substantially the same as the Executive Employment Agreement dated March 31, 2023, between us and Mr. Kimball, included as an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on April 26, 2023.
Removed paragraphs (2)
Previous report
Issuer Purchases of Equity Securities
Previous report
(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.
Reworded paragraphs (2)
Previous wording
During the quarter ended March 31, 2025, the Operating Partnership issued 53,360 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.
Current wording
During the quarter ended June 30, 2025, the Operating Partnership issued 28,843 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.
Previous wording
During the quarter ended March 31, 2025, we issued 53,360 shares of common stock upon redemption of 53,360 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.
Current wording
During the quarter ended June 30, 2025, we issued 73,194 shares of common stock upon redemption of 73,194 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.