STAG Industrial, Inc.

Previous wording

“Total annualized base rental revenue” means the monthly base cash rent for the applicable property or properties as of March 31, 2026 (which is different from rent calculated in accordance with GAAP for purposes of our financial statements), multiplied by 12. If a tenant is in a free rent period as of March 31, 2026, the annualized rent is calculated based on the first contractual monthly base rent amount multiplied by 12.

Current wording

“Total annualized base rental revenue” means the monthly base cash rent for the applicable property or properties as of June 30, 2026 (which is different from rent calculated in accordance with GAAP for purposes of our financial statements), multiplied by

Previous wording

The industrial real estate business is affected by general macro-economic trends including recent changes in interest rates, inflation, trade policies, fiscal policy, technology (e.g. artificial intelligence), and geopolitical tensions, including ongoing military conflicts in the Middle East. These factors are key drivers of financial market volatility and raise concerns about a slowing global economy. In 2025, U.S. real gross domestic product grew 2.1% compared to 2.8% in 2024. Labor conditions softened in 2025 and the first quarter of 2026, with the unemployment rate edging up to 4.3% by March 2026 from 4.1% in December 2024. In the first quarter of 2026, the Federal Open Market Committee maintained a federal funds target range of 3.5% to 3.75%. Going forward, the general consensus among economists is a higher risk of recession or stagflation. Trade policies, geopolitical tensions, and macro-economic conditions continue to evolve and could result in tighter credit conditions, weakening tenant cash flows, and rising vacancy rates. Given the current uncertainty and events discussed above, our acquisition activity to date in 2026 has been slow relative to our historical acquisition pace.

Current wording

In the first quarter of 2026, the Federal Open Market Committee maintained a federal funds target range of 3.5% to 3.75%. Going forward, the general consensus among economists is a higher risk of recession or stagflation. Trade policies, geopolitical tensions, and macro-economic conditions continue to evolve and could result in tighter credit conditions, weakening tenant cash flows, and rising vacancy rates. Given the current uncertainty and events discussed above, our acquisition activity to date in 2026 has been slow relative to our historical acquisition pace.

Previous wording

The following table summarizes the Operating Portfolio leases that commenced during the three months ended March 31, 2026. Any rental concessions in such leases are accounted for on a straight-line basis over the term of the lease.

Current wording

The following table summarizes the Operating Portfolio leases that commenced during the three and six months ended June 30, 2026. Any rental concessions in such leases are accounted for on a straight-line basis over the term of the lease.

Previous wording

Additionally, for the three months ended March 31, 2026, leases commenced totaling 181,024 related to the Value Add Portfolio and first generation leasing. These leases are excluded from the Operating Portfolio statistics above.

Current wording

Additionally, for the three and six months ended June 30, 2026, leases commenced totaling 204,629 and 385,653 related to the Value Add Portfolio and first generation leasing. These leases are excluded from the Operating Portfolio statistics above.

Previous wording

Our ability to re-lease space subject to expiring leases will impact our results of operations and is affected by economic and competitive conditions in our markets and by the desirability of our individual buildings. Leases that comprise approximately 8% of our total annualized base rental revenue will expire during the period from April 1, 2026 to March 31, 2027, excluding month-to-month leases. We assume, based upon internal renewal probability estimates, that some of our tenants will renew and others will vacate and the associated space will be re-let subject to downtime assumptions. Using the aforementioned assumptions, we expect that the rental rates on the respective new leases will be greater than the rates under existing leases expiring during the period April 1, 2026 to March 31, 2027, thereby resulting in an increase in revenue from the same space.

Current wording

Our ability to re-lease space subject to expiring leases will impact our results of operations and is affected by economic and competitive conditions in our markets and by the desirability of our individual buildings. Leases that comprise approximately 6.6% of our total annualized base rental revenue will expire during the period from July 1, 2026 to June 30, 2027, excluding month-to-month leases. We assume, based upon internal renewal probability estimates, that some of our tenants will renew and others will vacate and the associated space will be re-let subject to downtime assumptions. Using the aforementioned assumptions, we expect that the rental rates on the respective new leases will be greater than the rates under existing leases expiring during the period July 1, 2026 to June 30, 2027, thereby resulting in an increase in revenue from the same space.

Previous wording

(1)Leases previously scheduled to expire in 2026, totaling approximately 12.1 million square feet, have been amended to extend their lease expiration date as of March 31, 2026. These leases are excluded from 2026 expirations and are now reflected in the new year of expiration.

Current wording

(1)Leases previously scheduled to expire in 2026, totaling approximately 14.7 million square feet, have been amended to extend their lease expiration date as of June 30, 2026. These leases are excluded from 2026 expirations and are now reflected in the new year of expiration.

Previous wording

The following table summarizes our acquisitions during the three months ended March 31, 2026.

Current wording

The following table summarizes our acquisitions during the three and six months ended June 30, 2026.

Previous wording

During the three months ended March 31, 2026, we sold one building comprised of approximately 0.6 million rentable square feet with a net book value of approximately $14.5 million to third parties. Net proceeds from the sales of rental property were approximately $29.6 million and we recognized the full gain on the sales of rental property, net, of approximately $15.1 million for the three months ended March 31, 2026.

Current wording

During the six months ended June 30, 2026, we sold three buildings comprised of approximately 0.9 million rentable square feet with a net book value of approximately $28.0 million to third parties. Net proceeds from the sales of rental property were approximately $51.4 million and we recognized the full gain on the sales of rental property, net, of approximately $23.4 million for the six months ended June 30, 2026.

Previous wording

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.

Current wording

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 June 30, 2026, we owned 567 industrial buildings consisting of approximately 111.2 million square feet and representing approximately 90.7% of our total portfolio, that are considered our same store portfolio in the analysis below. Same store occupancy decreased approximately 1.8% to 96.0% as of June 30, 2026 compared to 97.8% as of June 30, 2025.

Previous wording

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.

Current wording

Net income for our total portfolio increased by approximately $3.0 million, or 5.8%, to approximately $54.0 million for the three months ended June 30, 2026 compared to approximately $51.1 million for the three months ended June 30, 2025.

Previous wording

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.

Current wording

Same store rental income, which includes lease income and other billings as discussed below, increased by approximately $6.7 million, or 3.4%, to approximately $204.4 million for the three months ended June 30, 2026 compared to approximately $197.8 million for the three months ended June 30, 2025.

Previous wording

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.

Current wording

Same store lease income increased by approximately $4.3 million, or 2.7%, to approximately $166.0 million for the three months ended June 30, 2026 compared to approximately $161.7 million for the three months ended June 30, 2025. The increase was primarily due to the execution of new leases and lease renewals with existing tenants of approximately $8.8 million. The increase was partially offset by the reduction of base rent of approximately $3.3 million due to tenant vacancies and a net increase in the amortization of net above market leases of approximately $0.4 million. Additionally, there was a decrease in same store lease income of approximately $0.8 million which was primarily attributable to management’s evaluation of operating leases to determine the probability of collecting substantially all of the lessee’s remaining lease payments under the lease term. During the three months ended June 30, 2026 and 2025, certain tenants either converted from the accrual basis of accounting to the cash basis of accounting for which the respective tenants’ straight-line accrued rental balances were reversed or, from the cash basis of accounting back to the accrual basis of accounting, for which the respective tenants’ straight-line accrued rental balances were reinstated.

Previous wording

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.

Current wording

Same store other billings increased by approximately $2.4 million, or 6.7%, to approximately $38.4 million for the three months ended June 30, 2026 compared to approximately $36.0 million for the three months ended June 30, 2025. Approximately $2.0 million was due to an increase in real estate taxes levied by the taxing authority. Additionally, there was an increase of approximately $0.4 million in expense reimbursements, which was primarily due to an increase in corresponding expenses.

Previous wording

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

Current wording

Total same store property operating expenses increased by approximately $3.2 million, or 8.4%, to approximately $41.1 million for the three months ended June 30, 2026 compared to approximately $37.9 million for the three months ended June 30, 2025. The increase was driven by increases in real estate tax expense, repairs and maintenance, other expenses, snow removal expenses, and utility expenses of $2.0 million, $0.7 million, $0.6 million, $0.2 million, and $0.1 million, respectively. These increases were partially offset by a reduction of insurance expense of approximately $0.4 million.

Previous wording

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.

Current wording

Subsequent to January 1, 2025, we acquired 21 buildings consisting of approximately 7.1 million square feet and sold 14 buildings consisting of approximately 3.1 million square feet. For the three months ended June 30, 2026 and 2025, the buildings acquired after January 1, 2025 contributed approximately $10.9 million and $0.9 million to NOI, respectively. For the three months ended June 30, 2026 and 2025, the buildings sold after January 1, 2025 contributed approximately $(0.2) million and $2.8 million to NOI, respectively. Refer to Note 3 in the accompanying Notes to Consolidated Financial Statements for additional discussion regarding buildings acquired or sold.

Previous wording

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.

Current wording

These buildings contributed approximately $3.3 million and $2.3 million to NOI for the three months ended June 30, 2026 and 2025, respectively. Additionally, there was approximately $1.9 million and $1.4 million of termination, solar, and other income adjustments from certain buildings in our same store portfolio for the three months ended June 30, 2026 and 2025, respectively.

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

Total other expenses increased approximately $8.0 million, or 9.1%, to approximately $96.2 million for the three months ended June 30, 2026 compared to approximately $88.2 million for the three months ended June 30, 2025. The increase was primarily attributable to an increase in depreciation and amortization of approximately $7.8 million due to an increase in the depreciable asset base from net acquisitions and completed development projects placed into service after June 30, 2025. Additionally, there was an increase in general and administrative expenses by approximately $0.6 million, primarily due to increases in compensation and other payroll costs. These increases were partially offset by a decrease in loss on impairment of approximately $0.9 million.

Previous wording

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.

Current wording

Total other expense increased approximately $41.1 million, or 473.5%, to approximately $49.8 million for the six months ended June 30, 2026 compared to approximately $8.7 million for the six months ended June 30, 2025. This increase was primarily a result of a decrease in the gain on the sales of rental property, net of approximately $32.2 million, as well as an increase in interest expense of approximately $7.2 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 gain on involuntary conversion of approximately $1.9 million.

Previous wording

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

Current wording

The following table summarizes our cash flows for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Previous wording

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.

Current wording

Net cash provided by operating activities increased approximately $13.0 million to approximately $228.4 million for the six months ended June 30, 2026 compared to approximately $215.4 million for the six months ended June 30, 2025. The increase was attributable to fluctuations in working capital due to timing of payments and rental receipts.

Previous wording

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.

Current wording

Net cash used in investing activities increased approximately $318.8 million to approximately $408.4 million for the six months ended June 30, 2026 compared to approximately $89.6 million for the six months ended June 30, 2025. The increase was primarily attributable to a decrease in proceeds from sale of rental property, net of approximately $21.1 million during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, as well as an increase in the acquisition of rental property of approximately $320.5 million during the six months ended June 30, 2026, as compared to the six months ended June 30, 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 $23.7 million during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025.

Previous wording

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.

Current wording

Net cash provided by (used in) financing activities increased approximately $273.0 million to approximately $145.7 million net cash provided by financing activities for the six months ended June 30, 2026 compared to approximately $127.3 million net cash used in financing activities for the six months ended June 30, 2025. The increase was primarily attributable to an increase in net cash inflow of approximately $545.0 million under our unsecured credit facility during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. Additionally, there was an increase in proceeds from sales of common stock, net, of approximately $60.0 million during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The increase was also attributable to a decrease of approximately $42.0 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. Theses increases were partially offset by the repayment of unsecured notes of $375.0 million during the six months ended June 30, 2025, which did not occur during the six months ended June 30, 2026.

Previous wording

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.

Current wording

As of June 30, 2026, we had total immediate liquidity of approximately $613.7 million, comprised of approximately $65.9 million of cash and cash equivalents and approximately $547.8 million of immediate availability on our unsecured credit facility.

Previous wording

(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.

Current wording

(1)Interest rate as of June 30, 2026. At June 30, 2026, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) was 3.6520%. 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.

Previous wording

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.

Current wording

The aggregate undrawn nominal commitments on our unsecured credit facility as of June 30, 2026 was approximately $547.8 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.

Previous wording

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.

Current wording

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 June 30, 2026, except for the shares sold and settled on a forward basis, as discussed below.

Previous wording

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.

Current wording

We also own joint ventures with third parties primarily engaged in the development and eventual operation of industrial real estate properties. At June 30, 2026, we held a 97.5% interest in a joint venture located in Reno, Nevada, a 95.4% interest in a joint venture located in Concord, North Carolina, and a 97.4% interest in a joint venture located in Shepherdsville, Kentucky.

Previous wording

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.

Current wording

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 June 30, 2026, 14 of our interest rate swaps outstanding were in an asset position of approximately $19.2 million and four of our interest rate swaps were in a liability position of approximately $2.0 thousand, including any adjustment for nonperformance risk related to these agreements.

Previous wording

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.

Current wording

As of June 30, 2026, we had approximately $1,474.0 million of variable rate debt. As of June 30, 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.