STAG Industrial, Inc.
For the period ended Sep 30, 2025. Filed Oct 29, 2025.
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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
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6. Equity
- Equity
Preferred Stock
The Company is authorized to issue up to 20,000,000 shares of preferred stock, par value $0.01 per share. As of September 30, 2025 and December 31, 2024, there wereno shares of preferred stock issued or outstanding.
Common Stock
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 September 30, 2025. There was no activity for the ATM common stock offering program during the nine months ended September 30, 2025, except for the shares sold on a forward basis, as discussed below.
| ATM Common Stock Offering Program(1) | Date | Maximum Aggregate Offering Price (in thousands) | Aggregate Available as of September 30, 2025 (in thousands) |
|---|---|---|---|
| 2025 $750 million ATM | February 13, 2025 | $750,000 | $702,229 |
(1)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 under the ATM common stock offering program and shares settled during the three and nine months ended September 30, 2025. 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, which is typically one year from the respective trade dates.
| Forward Sale Agreements | Shares | Gross Sales(in thousands) | Weighted Average Gross Sales Price Per Share | Weighted Average Net Sales Price Per Share | Sales Commissions Per Share(1) |
|---|---|---|---|---|---|
| Forward Sale Agreements Outstanding at December 31, 2024 | — | $— | |||
| New forward sale agreements | 4,830 | 179 | $37.02 | $36.65 | $0.37 |
| Forward sale agreements settled | — | — | |||
| Forward Sale Agreements Outstanding at March 31, 2025 | 4,830 | 179 | |||
| New forward sale agreements | 7,228 | 267 | $37.00 | $36.63 | $0.37 |
| Forward sale agreements settled | — | — | |||
| Forward Sale Agreements Outstanding at June 30, 2025 | 12,058 | 446 | |||
| New forward sale agreements | 1,288,667 | 47,325 | $36.72 | $36.35 | $0.37 |
| Forward sale agreements settled | — | — | |||
| Forward Sale Agreements Outstanding at September 30, 2025 | 1,300,725 | $47,771 | |||
(1)Upon a forward sale, the equity distribution agent typically earns a sales commission of 1% of the gross sales price.
Restricted Stock-Based Compensation
The Company granted restricted shares of common stock under the 2011 Plan on January 7, 2025 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, 2026, 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 nine months ended September 30, 2025.
| Unvested Restricted Shares of Common Stock | Shares | Weighted Average Grant Date Fair Value per Share |
|---|---|---|
| Balance at December 31, 2024 | 118,667 | $37.30 |
| Granted | 52,352 | $33.14 |
| Vested(1) | (51,100) | $36.11 |
| Forfeited | (8,951) | $35.88 |
| Balance at September 30, 2025 | 110,968 | $36.00 |
(1)The Company repurchased and retired 18,456 restricted shares of common stock that vested during the nine months ended September 30, 2025.
The unrecognized compensation expense associated with the Company’s restricted shares of common stock at September 30, 2025 was approximately $2.5 million and is expected to be recognized over a weighted average period of approximately 2.4 years.
The following table summarizes the fair value at vesting for the restricted shares of common stock that vested during the three and nine months ended September 30, 2025 and 2024.
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| Vested Restricted Shares of Common Stock | 2025 | 2024 | 2025 | 2024 |
| Vested restricted shares of common stock | — | — | 51,100 | 59,232 |
| Fair value of vested restricted shares of common stock (in thousands) | $— | $— | $1,728 | $2,325 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.