UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  April 15, 2025

STAG INDUSTRIAL, INC.

(Exact name of registrant as specified in its charter)

One Federal Street, 23rd Floor

Boston, Massachusetts, 02110

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (617) 574-4777

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities and Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

On April 15, 2025, STAG Industrial, Inc., a Maryland corporation (the “Company”), and its operating partnership, STAG Industrial Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), entered into a note purchase agreement, dated as of April 15, 2025 (the “Purchase Agreement”), with the noteholders named therein. The Purchase Agreement provides for the future private placement of $350 million of senior unsecured notes, maturing June 25, 2030, with a fixed annual interest rate of 5.50%, $100 million of senior unsecured notes, maturing June 25, 2033, with a fixed annual interest rate of 5.82%, and $100 million of senior unsecured notes, maturing June 25, 2035, with a fixed annual interest rate of 5.99%. The notes are expected to be issued on or around June 25, 2025, subject to conditions.

Interest on the notes will be payable semiannually. The Borrower will be permitted to prepay at any time all, or from time to time any part of, the outstanding notes, in an amount not less than 5% of the aggregate principal amount of the notes then outstanding at (i) 100% of the principal amount so prepaid, and (ii) the Make-Whole Amount (as defined in the Purchase Agreement). The Make-Whole Amount is equal to the excess, if any, of the discounted value of the remaining scheduled payments with respect to the notes being prepaid over the amount of such notes.

The Purchase Agreement contains a number of financial covenants substantially similar to the financial covenants contained in the Company’s unsecured credit facility, plus a financial covenant that requires the Company to maintain a minimum interest coverage ratio of not less than 1.50:1.00. Subject to the terms of the Purchase Agreement and the notes, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal, Make-Whole Amount, as discussed above, or interest under the notes, and (ii) a default in the payment of certain other indebtedness of the Borrower, the Company or their subsidiaries, the principal and accrued and unpaid interest and the Make-Whole Amount on the outstanding notes will become due and payable at the option of the holders.

The Company and certain of its subsidiaries will guarantee the obligations under the notes, subject to release under certain conditions, pursuant to the terms of the Purchase Agreement. The Purchase Agreement requires such subsidiaries to continue to guarantee the obligations under the notes so long as they guarantee the Company’s unsecured credit facility or certain other unsecured term loans.

The Borrower intends to use the net proceeds from the issuance of the notes to refinance existing indebtedness and for general corporate purposes, including funding future acquisitions.

The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The Borrower offered and sold the notes in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

The foregoing description of the Purchase Agreement and the notes does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement (including the form of note), attached hereto as Exhibit 10.1.

The information set forth under Item 1.01 of this report is incorporated herein by reference.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 17, 2025