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STAG Industrial, Inc.

For the period ended Sep 30, 2025. Filed Oct 29, 2025.

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About 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.

Sep 30, 2025 · Filed Oct 29, 2025

STAG$37.37-0.2%Stored close · as of Nov 10, 2026

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3. Rental Property

  1. Rental Property

The following table summarizes the components of rental property, net as of September 30, 2025 and December 31, 2024.

Rental Property (in thousands)September 30, 2025December 31, 2024
Land$793,164$771,794
Buildings, net of accumulated depreciation of $832,200 and $738,348, respectively4,651,9974,634,634
Tenant improvements, net of accumulated depreciation of $46,633 and $42,092, respectively42,66444,987
Building and land improvements, net of accumulated depreciation of $342,712 and $305,426, respectively559,744396,883
Construction in progress141,875218,616
Deferred leasing intangibles, net of accumulated amortization of $426,813 and $386,627, respectively381,714428,865
Total rental property, net$6,571,158$6,495,779

Acquisitions

The following table summarizes the Company’s acquisitions during the three and nine months ended September 30, 2025. The Company accounted for all of its acquisitions as asset acquisitions.

Market(1) · Date Acquired · Square Feet · Number of Buildings · Purchase Price (in thousands)
Minneapolis, MNJanuary 9, 2025161,6001$16,537
Chicago, ILFebruary 27, 2025231,964226,748
Three months ended March 31, 2025393,564343,285
Louisville, KY(2)May 7, 2025——5,497
Chicago, ILJune 12, 2025183,200118,399
Three months ended June 30, 2025183,200123,896
Houston, TX(3)September 15, 2025462,250147,485
Dayton, OH(2)September 23, 2025——2,944
Dayton, OH(3)September 23, 2025524,160154,043
Three months ended September 30, 2025986,4102104,472
Nine months ended September 30, 20251,563,1746$171,653

(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.

(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.

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. The Company accounts for its investment in the joint venture under the voting interest model of consolidation. See Note 7 for further discussion of the third party’s noncontrolling interest in the joint venture.

The following table summarizes the allocation of the consideration paid at the date of acquisition during the nine months ended September 30, 2025 for the acquired assets and liabilities in connection with the acquisitions identified in the table above.

Acquired Assets and LiabilitiesPurchase Price (in thousands)Weighted Average Amortization Period (years) of Intangibles at Acquisition
Land$24,563N/A
Buildings112,301N/A
Tenant improvements1,518N/A
Building and land improvements10,806N/A
Construction in progress1,569N/A
Deferred leasing intangibles - in-place leases13,8215.8
Deferred leasing intangibles - tenant relationships7,2099.4
Deferred leasing intangibles - below market leases(134)2.5
Total purchase price$171,653

Dispositions

The following table summarizes the Company’s dispositions during the nine months ended September 30, 2025. The dispositions were sold to third parties and were accounted for under the full accrual method.

Sales of rental property, net (dollars in thousands)Nine months ended September 30, 2025
Number of buildings3
Building square feet (in millions)0.6
Proceeds from sale of rental property, net$78,319
Net book value$20,518
Gain on the sales of rental property, net$57,801

The following table summarizes the results of operations for the three and nine months ended September 30, 2025 and 2024 for the buildings sold during the nine months ended September 30, 2025, which is included in the Company’s Consolidated Statements of Operations prior to the date of sale.

Three months ended September 30,Nine months ended September 30,
Sales of rental property, net (dollars in thousands)2025202420252024
Sold buildings contribution to net income(1)$22$401$376$1,362

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

Assets Held for Sale

As of September 30, 2025, the related land, building and improvements, net, and deferred leasing intangibles, net, of approximately $0.5 million, $5.6 million, and $0, respectively, forthree buildings were classified as assets held for sale, net on the accompanying Consolidated Balance Sheets. Two of the buildings were sold subsequent to September 30, 2025 to a third-party. The remaining building is anticipated to be sold to a third-party within one year.

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 variable interest entity (“VIE”) as of September 30, 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 its operations as of the acquisition date. As of September 30, 2025, the VIEs had total assets, primarily consisting of real estate, and liabilities of approximately $101.8 million and $2.0 million, respectively.

Loss on Impairment

The following table summarizes the Company’s loss on impairment for assets held and used during the nine months ended September 30, 2025.

Market(1) · Buildings · Event or Change in Circumstance Leading to Impairment Evaluation(2) · Valuation Technique Utilized to Estimate Fair Value · Fair Value(3) · Loss on Impairment
(in thousands)
Lewiston, ME1Change in estimated hold periodDiscounted cash flows(4)$2,831$888
Nine months ended September 30, 2025$888

(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 tested the asset group for impairment utilizing a probability weighted recovery analysis of certain scenarios, and it was determined that the carrying value of the property and intangibles were not recoverable from the estimated future undiscounted cash flows.

(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)Level 3 inputs used to determine fair value for the property impaired: discount rate of 12.0% and exit capitalization rate of 10.0%.

Involuntary Conversion

During the three and nine months ended September 30, 2025 and 2024, the Company recognized a gain on involuntary conversion of approximately $0, $3.6 million, $1.9 million, and $9.3 million, respectively, related to tornado damage toone of the Company’s buildings in December 2023.

Deferred Leasing Intangibles

The following table summarizes the deferred leasing intangibles, net on the accompanying Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024.

September 30, 2025December 31, 2024
Deferred Leasing Intangibles (in thousands)GrossAccumulated AmortizationNetGrossAccumulated AmortizationNet
Above market leases$73,789$(41,605)$32,184$76,232$(39,335)$36,897
Other intangible lease assets734,738(385,208)349,530739,260(347,292)391,968
Total deferred leasing intangible assets$808,527$(426,813)$381,714$815,492$(386,627)$428,865
Below market leases$62,448$(35,569)$26,879$64,703$(31,368)$33,335
Total deferred leasing intangible liabilities$62,448$(35,569)$26,879$64,703$(31,368)$33,335

The following table summarizes the net increase (decrease) to rental income and amortization expense for the amortization of deferred leasing intangibles during the three and nine months ended September 30, 2025 and 2024.

Three months ended September 30,Nine months ended September 30,
Deferred Leasing Intangibles Amortization (in thousands)2025202420252024
Net increase (decrease) to rental income related to above and below market lease amortization$663$524$1,878$(19)
Amortization expense related to other intangible lease assets$21,438$22,225$63,469$69,441
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