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STAG Industrial, Inc.

For the period ended Dec 31, 2025. Filed Feb 11, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 11, 2026

STAG$37.44+2.3%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

3. Rental Property

  1. Rental Property

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

Rental Property (in thousands)December 31, 2025December 31, 2024
Land$811,569$771,794
Buildings, net of accumulated depreciation of $855,290 and $738,348, respectively4,785,3144,634,634
Tenant improvements, net of accumulated depreciation of $43,997 and $42,092, respectively45,92244,987
Building and land improvements, net of accumulated depreciation of $220,644 and $305,426, respectively613,864396,883
Construction in progress148,371218,616
Deferred leasing intangibles, net of accumulated amortization of $425,502 and $386,627, respectively394,967428,865
Total rental property, net$6,800,007$6,495,779

Acquisitions

The following tables summarize the acquisitions of the Company during the years ended December 31, 2025 and 2024. The Company accounted for all of its acquisitions as asset acquisitions.

Year ended December 31, 2025
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(4)September 23, 2025——2,944
Dayton, OH(3)September 23, 2025524,160154,043
Three months ended September 30, 2025986,4102104,472
Fresno, CAOctober 27, 2025408,198149,154
Kansas City, MONovember 19, 2025552,281242,963
Nashville, TNDecember 4, 202599,561117,516
Cincinnati, OHDecember 9, 2025215,670122,577
Chicago, ILDecember 17, 2025621,246170,673
Raleigh, NCDecember 22, 2025340,200183,043
Three months ended December 31, 20252,237,1567285,926
Year ended December 31, 20253,800,33013$457,579

(1) As defined by CBRE-EA industrial market geographies. If the building is located outside of a CBRE-EA defined market, the city and state is reflected.

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

(3) These buildings were acquired through reverse like-kind exchange agreements pursuant to Section 1031 of the Code (“Reverse 1031 Exchanges”) with a third-party intermediary. See below under “Variable Interest Entities” for additional information.

(4) The Company acquired a vacant land parcel.

Year ended December 31, 2024
Market(1)Date AcquiredSquare FeetNumber of BuildingsPurchase Price (in thousands)
Cincinnati, OHMarch 18, 2024697,5001$50,073
Three months ended March 31, 2024697,500150,073
Milwaukee, WIApril 8, 2024150,002116,062
Portland, ORApril 15, 202499,136117,058
Louisville, INApril 16, 2024592,800152,352
Portland, OR(2)June 6, 2024——8,178
El Paso, TXJune 10, 2024254,103132,182
Chicago, ILJune 24, 2024947,436587,560
Columbus, OHJune 26, 2024150,207120,408
Three months ended June 30, 20242,193,68410233,800
Reno, NV(2)July 25, 2024——1,896
Reno, NV(3)August 8, 2024——8,959
LaGrange, GASeptember 9, 2024323,368134,870
Boston, MASeptember 12, 2024290,471578,127
Three months ended September 30, 2024613,8396123,852
Minneapolis, MNOctober 10, 2024360,000143,288
Minneapolis, MNOctober 15, 2024126,000123,331
Minneapolis, MNOctober 30, 202496,096113,896
Philadelphia, PAOctober 31, 202469,492112,443
Phoenix, AZNovember 7, 202480,000114,707
Kansas City, MONovember 12, 2024676,000255,651
Chicago, ILDecember 3, 2024725,917573,230
Charlotte, NCDecember 5, 202486,749112,981
Salt Lake City, UTDecember 10, 2024172,847134,615
Charlotte, NC(3)December 13, 2024——8,926
Sacramento, CADecember 30, 202455,06419,536
Three months ended December 31, 20242,448,16515302,604
Year ended December 31, 20245,953,18832$710,329

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

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

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

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

The Company accounts for its investment in the joint ventures under the voting interest model of consolidation. See Note 2 for further discussion of this determination. See Note 7 for further discussion of the third-parties’ noncontrolling interest in the joint ventures.

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

Year ended December 31, 2025Year ended December 31, 2024
Acquired Assets and LiabilitiesPurchase price (in thousands)Weighted average amortization period (years) of intangibles at acquisitionPurchase price (in thousands)Weighted average amortization period (years) of intangibles at acquisition
Land$45,786N/A$84,965N/A
Buildings315,431N/A504,551N/A
Tenant improvements5,843N/A8,726N/A
Building and land improvements30,568N/A26,207N/A
Construction in progress1,569N/A3,603N/A
Deferred leasing intangibles - in-place leases40,2367.260,6596.4
Deferred leasing intangibles - tenant relationships18,96910.832,78410.1
Deferred leasing intangibles - above market leases—N/A9342.7
Other assets167N/A243N/A
Operating lease right-of-use assets3,495N/A3,554N/A
Deferred leasing intangibles - below market leases(990)5.0(12,343)6.2
Operating lease liabilities(3,495)N/A(3,554)N/A
Total purchase price$457,579$710,329

Dispositions

The following table summarizes the Company’s dispositions for the years ended December 31, 2025, 2024, and 2023. All of the dispositions were sold to third parties and were accounted for under the full accrual method.

Year ended December 31,
Sales of rental property, net (dollars in thousands)202520242023
Number of buildings111010
Building square feet (in millions)2.21.62.0
2025 dispositions contribution to net income(1)$2,214$6,338$5,654
2024 dispositions contribution to net income(1)$—$(6,183)$3,964
2023 dispositions contribution to net income(1)$—$—$2,354
Proceeds from sale of rental property, net$164,235$126,479$105,602
Net book value$70,485$94,206$51,502
Gain on the sales of rental property, net$93,750$32,273$54,100

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

Variable Interest Entities

In conjunction with the acquisition of the Houston, Texas and Dayton, Ohio buildings noted above, the Company entered into Reverse 1031 Exchanges with a third-party intermediary, which, for a maximum of 180 days, allows the Company to defer for tax purposes gains on the sale of other properties identified and sold within this period. Until the earlier of the termination of the exchange agreements or 180 days after the acquisition dates, the third-party intermediary is the legal owner of the entities that own these properties. The agreements that govern the operations of these entities provide the Company with the power to direct the activities that most significantly impact the entities’ economic performance. These entities are deemed a VIE as of December 31, 2025 because it does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties. The Company has determined that it is the primary beneficiary of these VIEs as a result of having the power to direct the activities that most significantly impact its economic performance and the obligation to absorb losses, as well as the right to receive benefits that could be potentially significant to the VIEs. Accordingly, the Company has consolidated the entities and their operations as of the acquisition date. As of December 31, 2025, the VIEs had total assets, primarily consisting of real estate, and liabilities of approximately $100.6 million and $2.5 million, respectively.

Loss on Impairment

The following table summarizes the Company’s loss on impairment for assets held and used during the years ended December 31, 2025 and 2024. The Company did not recognize a loss on impairment during the year ended December 31, 2023.

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 period(4)Discounted cash flows(5)2,831$888
Year ended December 31, 2025$888
Salt Lake City, UT1Change in estimated hold period(6)Discounted cash flows(7)21,827$4,967
Year ended December 31, 2024$4,967

(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.

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

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

(6)This property was sold during the year ended December 31, 2024.

(7)Level 3 inputs used to determine fair value for the property impaired: discount rate of 9.3% and exit capitalization rate of 6.3%.

Involuntary Conversion

In December 2023, the Company recorded an estimated loss on involuntary conversion of approximately $3.0 million for the year ended December 31, 2023 related to a tornado that damagedone of the Company’s buildings. An insurance policy provided coverage for these losses, and accordingly the loss on involuntary conversion was fully offset for the year ended December 31, 2023. As of December 31, 2023, the receivable from the insurance coverage was estimated to be approximately $3.0 million, which was included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets.

During the year ended December 31, 2024, the approximately $3.0 million receivable from the insurance coverage was relieved and exchanged for improvements made to the building and included as a non-cash investing activity on the accompanying Consolidated Statements of Cash Flows. During the years ended December 31, 2025 and December 31, 2024, the Company recognized a gain on involuntary conversion of approximately $1.9 million and $11.8 million, respectively. The Company did not recognize a gain or loss on involuntary conversion during the year ended December 31, 2023.

Deferred Leasing Intangibles

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

December 31, 2025December 31, 2024
Deferred Leasing Intangibles (in thousands)GrossAccumulated AmortizationNetGrossAccumulated AmortizationNet
Above market leases$71,657$(41,824)$29,833$76,232$(39,335)$36,897
Other intangible lease assets748,812(383,678)365,134739,260(347,292)391,968
Total deferred leasing intangible assets$820,469$(425,502)$394,967$815,492$(386,627)$428,865
Below market leases$59,664$(34,098)$25,566$64,703$(31,368)$33,335
Total deferred leasing intangible liabilities$59,664$(34,098)$25,566$64,703$(31,368)$33,335

The following table summarizes the amortization expense and the net increase to rental income for the amortization of deferred leasing intangibles during the years ended December 31, 2025, 2024 and 2023.

Year ended December 31,
Deferred Leasing Intangibles Amortization (in thousands)202520242023
Net increase to rental income related to above and below market lease amortization$2,515$579$865
Amortization expense related to other intangible lease assets$84,961$91,254$89,036

The following table summarizes the amortization of deferred leasing intangibles over the next five calendar years as of December 31, 2025.

YearAmortization Expense Related to Other Intangible Lease Assets (in thousands)Net Increase (Decrease) to Rental Income Related to Above and Below Market Lease Amortization (in thousands)
2026$75,604$1,508
2027$63,067$799
2028$54,524$693
2029$46,313$377
2030$36,682$(104)
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.