STAG 10-K & 10-Q changes, risk factors and insider trading

Inflation adversely affects our financing costs (either through near-term borrowings on our variable rate debt, including our unsecured credit facility, or refinancing of existing debt at higher interest rates), and our general and administrative expenses and property operating expenses, as these costs and expenses could increase at a rate higher than our rental and other revenue. To the extent our exposure to increases in interest rates is not eliminated through interest rate swaps or other protection agreements, such increases may also result in higher debt service costs, which will adversely affect our cash flows. Historically, during periods of increasing interest rates, real estate valuations have generally decreased due to rising capitalization rates, which tend to move directionally with interest rates. Consequently, prolonged periods of higher interest rates may negatively impact the valuation of our real estate assets and could result in the decline ofproperties, the market price of our common stock, which may adversely impact our ability and willingness to raise equity capital on favorable terms, including through our at-the-market (“ATM”) common stock offering program. Although the extent of any prolonged periods of higher interest rates remains unknown at this time, negative impacts to our cost of capital may adversely affectand our future business plans and growth,growth. atIn leastaddition, our access to funding sources and other credit arrangements could be significantly impaired by factors that affect us, the financial services industry or economy in general, including, among others, liquidity constraints or failures, the ability to perform obligations under financial, credit or liquidity agreements or arrangements, disruptions or instability in the nearfinancial term.services industry or financial markets, or concerns or negative expectations about the prospects for the financial services industry.

As of December 31, 2024, almost2025, all our buildings were industrial properties. This concentration exposes us to the risk of economic downturns in the industrial real estate sector to a greater extent than if our properties were diversified across other sectors of the real estate industry.

We have owned many of our properties for a limited time, and we may not be aware of their characteristics or deficiencies involving any one or all of them.deficiencies.

The acquisition of properties entails various risks, including the risk that our investments may not perform as we expect. Our ability to continue to acquire properties in our pipeline that we believe to be suitable and compatible with our growth strategy may be constrained by numerous factors, including our ability to negotiate and execute a mutually-acceptable definitive purchase and sale agreement with the seller,agreement, our completion of satisfactory due diligence and the satisfaction of customary closing conditions, including the receipt of third-party consents and approvals. Further, we face competition for attractive investment opportunities from other well-capitalized real estate investors, including publicly-tradedother and non-tradedpublic REITs, private equity investors and other institutional investment funds that may have greater financial resources and a greater ability to borrow funds to acquire properties, the ability to offer more attractive terms to prospective tenants and the willingness to accept greater risk or lower returns than we can prudently manage. This competition may increase the demand for our target properties and, therefore, reduce the number of, or increase the price for, suitable acquisition opportunities, all of which could materially and adversely affect us. This competition will increase as investments in real estate become increasingly attractive relative to other forms of investment. In addition, we expect to finance future acquisitions through a combination of borrowings, proceeds from equity or debt securities offerings by us or our Operating Partnership and proceeds from property contributions and divestitures, which may not be available and which could adversely affect our cash flows.

Our operating results, cash flows, cash available for distribution, and the market price of our securities would be adversely affected if we are unable to lease, on economically favorable terms, a significant amount of space in our properties. Our properties may have some level of vacancy at the time of our acquisition and may incur a vacancy either by the continued default of a tenant under its lease or the expiration of one of our leases. As of December 31, 2024,2025, leases with respect to approximately 22.7%21.8% (excluding month-to-month leases) of our total annualized base rental revenue will expire before December 31, 2026.2027. We cannot assure you that expiring leases will be renewed or that our properties will be re-leased at base rental rates equal to or above the current market rental rates. In addition, our ability to release space at attractive rental rates will depend on (i) whether the property is specifically suited to the particular needs of a tenant, and (ii) the number of vacant or partially vacant industrial properties in a market or sub-market. In connection with a vacancy at one of our properties, we may face difficulty obtaining, or be unable to obtain, a new tenant for the vacant space. If the vacancy continues for aan longextended period of time, we may suffer reduced revenue resulting in less cash available for distribution to stockholders and the resale value of the property could be diminished.

We compete with other owners, operators and developers of real estate, some of which own industrial properties in the same markets and sub-markets in which our properties are located. If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose potential tenants, and we may be pressured to lower our rental rates or to offer more substantial tenant improvements, early termination rights, below-market renewal options or other lease incentive payments to remain competitive. Competition for tenants could negatively impact the occupancy and rental rates of our properties.

Any future public health crisis, pandemic, epidemic or outbreak of infectious disease could have material and adverse effects on our business, operating results, financial condition and cash flows due to, among other factors: (i) government authorities requiring the closure of offices or other businesses or instituting quarantines; (ii) disruption in global supply and delivery chains; (iii) a general decline in business activity and demand for real estate; (iv) repurposing or redevelopment of defunct retail properties into industrial properties; (v) reduced economic activity, general economic decline or recession, which may impact our tenants’ businesses and may cause one or more of our tenants to be unable to make rent payments to us timely, or at all, or to otherwise seek modifications of lease obligations; (vi) difficulty accessing debt and equity capital on attractive terms, or at all; and (vii) the potential negative impact on the health of our personnel or our ability to recruit and retain key employees.

Our charter contains 9.8% ownership limits. Our charter, subject to certain exceptions, authorizes our directors to take such actions as are necessary and desirable to limit any person to actual or constructive ownership of no more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of our capital stock and no more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of our common stock. While our board of directors, in its sole discretion, may exempt a proposed transferee from the ownership limits, it may not grant an exemption to any proposed transferee whose ownership could jeopardize our REIT status. These ownership limits may delay or prevent a transaction or a change of control that might be in the best interest of stockholders.

Our board of directors may create and issue a class or series of preferred stock without stockholder approval. Our board of directors may amend our charter, without stockholder approval, to (i) increase or decrease the aggregate number of shares of common stock or the number of shares of stock of any class or series, (ii) designate and issue from time to time one or more classes or series of preferred stock, (iii) classify or reclassify any unissued shares of stock, and (iv) determine the relative rights, preferences and privileges of any class or series of preferred stock. The issuance of preferred stock could have the effect of delaying or preventing a transaction or a change of control that might be in the best interests of stockholders.

Certain provisions in the Operating Partnership agreement may delay or prevent a change of control. Provisions in the Operating Partnership agreement could discourage third parties from making proposals involving an unsolicited acquisition or change of control transaction, although some stockholders might consider such proposals, if made, desirable. These provisions include, among others, redemption rights, transfer restrictions on the common units,restrictionss, the ability of the general partner to amend certain provisions in the Operating Partnership agreement without the consent of limited partners and the right of limited partners to consent to certain mergers and transfers of the general partnership interest. In addition, any potential change of control transaction may be further limited as a result of provisions related to the limited partnership interests designated as “LTIP Units” in our Operating Partnership (“LTIP units”) granted under the STAG Industrial, Inc. 2011 Equity Incentive Plan, as amended and restated (the “2011 Plan”), which require us to preserve the rights of LTIP unit holders and may restrict us from amending the Operating Partnership agreement in a manner that would have an adverse effect on the rights of LTIP unit holders.

Certain provisions of Maryland law could delay or prevent a change in control. Title 8, Subtitle 3 of the Maryland General Corporation Law (“MGCL”),MGCL, permits our board of directors, without stockholder approval, to implement certain takeover defenses, some of which (for example, a classified board) we do not currently have. These provisions and other provisions of Maryland law may have the effect of inhibiting a third party from making an acquisition proposal or delaying or preventing a change of control under circumstances that might be in the best interest of stockholders.

OurThe authority of our board of directors has the general authority to oversee our operations and determine our major corporate policies. This authoritypolicies includes significant flexibility and allows the board to take many actions, without stockholder approval, that could increase our operating expenses, impact our ability to make distributions or reduce the value of our assets. For example, our board of directors can, among other things, (i) change our investment, financing and borrowing strategies and our policies with respect to all other activities, including distributions, leasing, debt, capitalization and operations (including creditworthiness standards with respect to our tenants), (ii) subject to provisions in our charter, prevent the ownership, transfer and accumulation of shares in order to protect our status as a REIT or for any other reason deemed to be in the best interests of us and our stockholders, (iii) issue additional shares (which could dilute the ownership of existing stockholders) and increase or decrease the aggregate number of shares or the number of shares of any class or series or classify or reclassify any unissued shares, without obtaining stockholder approval, and (iv) determine that it is no longer in our best interests to continue to qualify as a REIT.

Maryland law provides that a director or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In addition, our charter eliminates our directors’ and officers’ liability to us and our stockholders for monetary damages, except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment and which is material to the cause of action. Our bylaws require us to indemnify our directors and officers to the maximum extent permitted by Maryland law for liability actually incurred in connection with any proceeding to which they may be made, or threatened to be made, a party,proceeding, except to the extent that the act or omission of the director or officer was material to the matter giving rise to the proceeding and was either committed in bad faith or was the result of active and deliberate dishonesty, the director or officer actually received an improper personal benefit in money, property or services, or, in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. Additionally, the Operating Partnership agreement limits our liability and requires our Operating Partnership to indemnify us and our directors and officers to the maximum extent permitted by Delaware law against all claims that relate to the operations of our Operating Partnership, except for actions taken in bad faith, or with gross negligence or willful misconduct. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist under common law. In addition, we may be obligated to fund the defense costs incurred by our directors and officers.

We have fiduciary duties to the limited partners in our Operating Partnership, including members of our management team and board of directors, the discharge of which may conflict with the interests of our stockholders. In addition, those persons holding common units will have the right to vote on certain amendments to the Operating Partnership agreement. These voting rights may be exercised in a manner that conflicts with the interests of our stockholders. Conflicts also may arise when the interests of our stockholders and the limited partners of our Operating Partnership diverge, particularly in circumstances in which there may be an adverse tax consequence to the limited partners. As a result of unrealized built-in gain attributable to contributed properties at the time of contribution, some holders of common units, including members of our management team, may suffer more adverse tax consequences than our stockholders upon the sale or refinancing of certain properties, including disproportionately greater allocations of items of taxable income and gain upon a realization event. As those holders will not receive a correspondingly greater distribution of cash proceeds, they may have different objectives regarding the appropriate pricing, timing and other material terms of any sale or refinancing of certain properties, or whether to sell or refinance such properties at all.

Distributions will be authorized and determined by our board of directors in its sole discretion from time to time and will depend upon a number of factors, including cash available for distribution, our operating results, operating expenses andexpenses, financial condition (especially in relation to our anticipated future capital needs),condition, REIT distribution requirements under the Code and other factors the board deems relevant. Consequently, our distribution levels may fluctuate. In addition, to the extent that we make distributions in excess of our current and accumulated earnings and profits, such distributions would generally be considered a return of capital for federal income tax purposes to the extent of the holder’s adjusted tax basis in its shares. A return of capital is not taxable, but it has the effect of reducing the holder’s adjusted tax basis in its investment. To the extent that distributions exceed the adjusted tax basis of a holder’s shares, they will be treated as gain from the sale or exchange of such stock. Further, if we borrow funds to make distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been.

Our ability to execute our business strategy depends on our access to an appropriate blend of equity and debt financing, including common and preferred stock, debt securities, lines of credit and other forms of secured and unsecured debt.financing. We have filed a registration statement with the SEC allowing us to offer, from time to time, an indefinite amount of equity and debt securities on an as-needed basis, including shares under our at-the-market (“ATM”) common stock offering program. Sales of a substantial number of shares of our common stock (or the perception that such sales might occur), the vesting of equity awards under the 2011 Plan, the issuance of common stock or common units in connection with acquisitions, and other equity issuances may dilute the holdings of our existing stockholders or reduce the market prices of our securities, or both.securities. Holders of our common stock are not entitled to preemptive rights or other protections against dilution. In addition, we may attempt to increase our capital resources by issuing preferred stock or debt securities (including commercial paper, medium-term notes and senior or subordinated notes). Any future issuances of preferred stock will rank senior to our common stock with respect to distributions and liquidation rights, which could limit our ability to make distributions to holders of common stock. In addition, upon liquidation, holders of debt securities would receive a distribution of our available assets prior to any distribution to the holders of common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, weWe cannot predict or estimate the amount, timing, or nature of our future offerings. Thus, our stockholders bear the risk of future offerings reducing the market prices of our securities and diluting their proportionate ownership.

In the event that we elect to settle any forward sale agreement for cash and the settlement price is below the applicable forward sale price, we would generally be entitled to receive a cash payment from the relevant forward purchaser. Under Section 1032 of the Code, generally, no gains and losses are recognized by a corporation in dealing in its own shares, including pursuant to a “securities futures contract” as defined in the Code. However,Although we believe that any amount received by us in exchange for our stock would qualify for the exemption under Section 1032 of the Code, because it is not entirely clear whether a forward sale agreement qualifies as a “securities futures contract,” the U.S. federal income tax treatment of any cash settlement payment we receive is uncertain. In the event that we recognize a significant gain from a forward sale agreement,agreement or the Internal Revenue Service (“IRS”) otherwise re-characterizes the tax treatment of the forward sale agreement in a manner that results in the recognition of income by us, we may not be able to satisfy the gross income requirements applicable to REITs under the Code, may not be able to rely upon certain relief provisions and could lose our REIT status under the Code. Even if relief provisions apply, we would be subject to a tax based on the amount of non-qualifying income.

TheOur investment returns available from equity investments in real estate depend on the amount of income earned and capital appreciation generated by theour properties, as well as the expenses incurred in connection with theour properties. If our properties do not generate income sufficient to meet operating expenses, including debt service and capital expenditures, then our ability to make distributions to stockholders could be adversely affected. In addition, there are significant expenditures associated with an investment in real estate (such as debt payments, real estate taxes and maintenance costs) that generally do not decline when circumstances reduce the income from the property. Income from and the value of our properties may be adversely affected by, among other things:

•a global economic crisis or other period of economic slowdown or recession that results in increased budget deficits and weakened financial condition of international, national and local governments, which may lead to reduced governmental spending, tax increases, public sector job losses, increased interest rates, currency devaluations, declining demand for real estate, defaults on debt obligations or other adverse economic events, or the public perception that any of these events may occur;

•unanticipated changes in costs associated with known adverse environmental conditions or retained liabilities for such conditions;

•future terrorist attacks,attacks which maythat result in declininga decline in economic activity, which could reduce the demand for, and the value of,of our properties, and may adversely affect our tenants’ business and their ability to continue to honor their existing lease; and

In addition, our investments could be materially adversely affected by changes in national and international political, environmental and socioeconomic circumstances, such as the ongoing conflict between Ukraine and RussiaRussia, disruption in the Middle East and theinstability Israel-Hamasin war,Venezuela, the possibility of such conflicts widening and their impact on macroeconomic conditions. Coupled with changes in Federal Reserve policies on interest rates and other economic disruptions, such circumstances may exacerbate inflation and adversely affect economic and market conditions, the level and volatility of real estate and securities prices and the liquidity of our investments. As military conflicts and related economic sanctions continue to evolve, it has become increasingly difficult to predict the impact of these events.

Under various federal, state and local environmental laws, a current or previous owner of real property may be liable for the cost of remediation or removing hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for all of the clean‑up costs incurred. In addition, third parties may sue the property owner for damages based on personal injury, natural resources, property damage or other costs, including investigation and clean‑up costs, resulting from the environmental contamination. The presence of hazardous or toxic substances on one of our properties, or the failure to properly remediate a contaminated property, could give rise to a lien in favor of the government for costs it may incur to address the contamination, or otherwise adversely affect our ability to sell or lease the property or borrow using the property as collateral. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated. A property owner who violates environmental laws may be subject to sanctions which may be enforced by governmental agencies or, in certain circumstances, private parties. In connection with the acquisition and ownership of our properties, we may be exposed to such costs. The costs of compliance with environmental regulatory requirements, defending against environmental claims or remediation of any contaminated property could materially adversely affect our business, operating results and cash available for distribution to stockholders.

Before acquiring a property,While we typically obtain a preliminary assessment of environmental conditions at the property, often referred to as “Phase I environmental site assessment.”assessment However,before acquiring a property, this environmental assessment does not include soil sampling or subsurface investigations and typically does not include an asbestos survey. We may acquire properties with known adverse environmental conditions and/or material environmental conditions, liabilities or compliance concerns may arise after the environmental assessment has been completed. Further, in connection with property dispositions, we may agree to remain responsible for, and to bear the cost of, remediating or monitoring certain environmental conditions on the properties. Moreover, there can be no assurance that future laws, ordinances or regulations will not impose any material environmental liability, or the current environmental condition of our properties will not be affected by tenants, by the condition of land or operations in the vicinity of our properties (such as releases from underground storage tanks), or by third parties unrelated to us.

OurIf propertiesthe mayfrequency beof exposed to rare catastrophicextreme weather events, such as severe storms, floods or wildfires. If the frequency of extreme weather eventswildfires, increases due to climate change, our exposure to these events could increase. In addition, in connection with any development, redevelopment or renovation project, we may be harmed by potential changes to the supply chain or stricter energy efficiency standards for industrial buildings.standards. To the extent climate change causes shifts in weather patterns, our markets could experience negative consequences, including declining demand for industrial space and our inability to operate our buildings. Climate change may also have indirect negative effects on our business by increasing the cost of, or decreasing the availability of, property insurance on terms we find acceptable and increasing the cost of energy, building materials and snow removal at our properties.removal. In addition, compliance with new laws or regulations relating to climate change, including “green” building codes, may require us to make improvements to our existing properties or result in increased operating costs. Any such laws or regulations could also impose substantial costs on our tenants, thereby impacting their financial condition and ability to meet their obligations and to lease or re-lease our properties.

We expect to hold our properties until a sale or other disposition is appropriate given our investment objectives. Our ability to dispose of any property on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers. Due to the uncertainty of market conditions that may affect future property dispositions,conditions, we cannot assure you that we will be able to sell our properties at a profit. Accordingly, the extent to which you will receive cash distributions and realize potential appreciation on our investments will be dependent upon fluctuating market conditions. Furthermore, we cannot assure you that we will have the funds that may be required to correct defects or to make improvements before a property can be sold.

We currently have and may in the future selectively acquire, own and/or develop properties through partnerships, joint ventures or other co-investment entities with third parties when we deem such transactions are warranted by the circumstances. In such event, we would not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity and would be subject to risks not present were a third party not involved, including the possibility that partners might become bankrupt or fail to fund required capital contributions. Partners may have economic or other business interests that are inconsistent with our objectives, take actions contrary to our policies, or have other conflicts of interest. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner would have full control over the partnership or joint venture. In addition, prior consent of the partner may be required for a sale or transfer to a third party of our interests in the joint venture, which would restrict our ability to dispose of our interest. In addition, inUnder certain circumstances, we may be liable for the actions of our third-party partners. Joint ventures may be subject to debt and, in volatile credit markets, the refinancing of such debt may require equity capital calls.

As of December 31, 2024,2025, we had total outstanding debt of approximately $3.0$3.3 billion, including approximately $409.0$262.0 million of debt subject to variable interest rates (excluding amounts that were hedged to fix rates), and we expect that we will incur additional indebtedness in the future. Interest we pay on outstanding debt reduces our cash available for distribution. Since we have incurred and may continue to incur variable rate debt, increases in interest rates by the Federal Reserve or changes in the Term Secured Overnight Financing RateSOFR (“Termas SOFR”defined below) would raise our interest costs, which reduces our cash flows and our ability to make distributions. If we are unable to refinance our indebtedness at maturity or meet our payment obligations, our financial condition and cash flows would be adversely affected, and we may lose the properties securing such indebtedness. In addition, if we need to repay existing debt during periods of rising interest rates, we could be required to sell one or more of our properties at times which may not permit realization of the maximum return on such investments.

Our existing mortgage notesnote and unsecured loan agreements require us to comply with certain financial and other covenants, including loan-to-value, debt service coverage, leverage and fixed charge coverage ratios and, in the case of an event of default, limitations on distributions. In addition, our existing unsecured loan agreements contain, and future agreements may contain, cross-default provisions which are triggered in the event that other material indebtedness is in default. These cross-default provisions may require us to repay or restructure the facilities in addition to any other debt that is in default. Future indebtedness may contain financial or other covenants more restrictive than those in our existing loan agreements. In addition, we are a holding company and conduct substantially all of our business through our Operating Partnership. As a result, we rely on distributions from our Operating Partnership to pay dividends and meet our debt service and other obligations. The ability of our Operating Partnership to make distributions to us depends on the operating results of our Operating Partnership and the terms of any loans that encumber our properties. Such loans may contain lock box arrangements, reserve requirements, financial covenants, and other provisions that restrict the distribution of funds in the event of a default.

If debt is unavailable at reasonable rates, we may not be able to finance acquisitions or refinance existing debt when the loans come due on favorable terms, or at all. Most of our financing arrangements require us to make a lump-sum or “balloon” payment at maturity. Our ability to make a payment at maturity is uncertain and, in the event that we do not have sufficient funds, we will need to refinance this debt. If interest rates are higher when we refinance such debt, our net income, cash flow, and, consequently, our cash available for distribution to stockholders could be reduced. If the credit environment is constrained at the time a payment is due, we may not be able to refinance the existing debt on acceptable terms and may be forced to choose from a number of unfavorable options, including accepting unfavorable financing terms, selling properties on disadvantageous terms or defaulting and permitting the lender to foreclose. In addition, adverse developments affecting the financial services industry or investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and more restrictive financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our financial or other obligations or reduce our net income and cash available for distribution to stockholders.

The credit ratings of our unsecured debt are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies. Our credit ratings can affect the amount of capital we can access, as well as the terms and pricing of our debt. There can be no assurance that we will be able to maintain our current credit ratings, and in the event our credit ratings are downgraded, we would incur greater borrowing costs and may encounter difficulty in obtaining additional financing. Also, a downgrade in our credit ratings may triggerfinancing, additional payments obligations, or other negative consequences under our unsecured credit facility and other debt instruments. Adverse changes in our credit ratings could harm our capital market activities, ability to manage debt maturities, future growth and acquisition activity.

Even if we maintain our qualification as a REIT for federal income tax purposes, we may be subject to some federal, state and local taxes. For example, (i) we will be subject to federal corporate income tax on the undistributed income to the extent that we satisfy the REIT distribution requirements but distribute less than 100% of our REIT taxable income, (ii) we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years, (iii) we will be subject to the highest corporate income tax rate if we have net income from the sale of foreclosure property that we hold primarily for sale to customers in the ordinary course of business or other non‑qualifying income from foreclosure property, (iv) we will be subject to a 100% “prohibited transaction” tax on our gain from an asset sale, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business, unless such sale were made by our taxable REIT subsidiary (“TRS”) or if we qualify for a safe harbor;harbor, and (v) our TRS will be subject to federal, state and local income tax at regular corporate rates on any income that it earns.

In certain circumstances, we expect to purchase properties and lease them back to the sellers of such properties. While we intend to structure such a sale‑leaseback transaction such that the lease will be characterized as a “true lease” for tax purposes, we cannot assure you that the Internal Revenue Service (“IRS”) will not challenge such characterization. In the event that any such sale‑leaseback transaction is challenged and re-characterized as a financing transaction or loan for federal income tax purposes, deductions for depreciation and cost recovery relating to such property would be disallowed. If a sale‑leaseback transaction were so re-characterized, we might fail to satisfy the REIT qualification “asset tests” or “income tests” and, consequently, lose our REIT status effective with the year of re-characterization. Alternatively, the amount of our REIT taxable income could be recalculated which might also cause us to fail to meet the distribution requirement for a taxable year.

We face risks associated with security breaches, cyber-attacks, and other significant disruptions of our IT networks and related systems. The risk of a security breach, cyber-attack or disruption has increased as the number, intensity and sophistication of attempted attacks from around the world have increased. We may be unable to identify, investigate or remediate cyber events or incidents because attackers are increasingly using sophisticated techniques and tools (including generative artificial intelligence and other machine learning techniques) that can avoid detection, circumvent security controls, and even remove or obfuscate forensic evidence. There can be no assurance that our security measures taken to manage the risk of a security breach, cyber-attack or disruption will be effective or that attempted security breaches, cyber-attacks or disruptions would not be successful or damaging. Any failure of our IT networks and related systems could (i) disrupt the proper functioning of our networks and systems, (ii) result in misstated financial reports, violations of loan covenants or missed reporting deadlines, (iii) disrupt our inabilityability to monitor our compliance with REIT requirements, (iv) result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information, (v) require significant management attention and resources to remedy any damages that result,resources, (vi) subject us to claims for breach of contract or failure to safeguard personal information or termination of leases or other agreements, or (vii) damage our reputation amonggenerally. ourOur tenantsuse of new technologies, including tools that harness generative artificial intelligence and investorsother generally.machine learning techniques, will present additional known and unknown risks, including, among others, the potential for inaccuracy, bias, intellectual property infringement, or misappropriation, as well as concerns regarding data privacy and cybersecurity.

Our success depends to a significant degree upon the continued contributions of certain key personnel including, but not limited to, our executive officers, whose continued service is not guaranteed, and each of whom would be difficult to replace. Our ability to retain our management team or to attract suitable replacements should any members of the management team leave is dependent on the competitive nature of the employment market. Each executive officer may terminate his employment at any time and, under certain conditions, may receive cash severance, immediate vesting of equity awards and other benefits and may not be restricted from competing with us after their departure. The loss of services from key members of the management team or a limitation in their availability could be negatively perceived in the capital markets and may adversely impact our operating results, financial condition and cash flows. As of December 31, 2024,2025, we have not obtained and do not expect to obtain key man life insurance on any of our key personnel.insurance. We also believe that, as we expand,that our future success will depend upon our ability to hire and retain highly skilled managerial, investment, financing, operational, and marketing personnel. Competition for such personnel is intense, and we cannot assure you that we will be successful in attracting and retaining such skilled personnel.

The compensation committee of our board of directors is responsible for overseeing our executive compensation plans. The compensation committee has significant discretion in structuring theseour executive compensation packages and may make compensation decisions based on any number of factors. As a result, compensation awards may not be tied to or correspond with improved financial results at the Company or the market prices for our securities.results.

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. These factors are key drivers of financial market volatility and raiseeconomic concernsvolatility. aboutIn a slowing global economy. While2025, U.S. real gross domestic product (“GDP”) declined during0.5% in the first twoquarter quartersbefore ofincreasing 2022,3.8% realand GDP has increased for nine consecutive quarters with the most recent measure showing 3.1% growth4.3% in the thirdsubsequent quartertwo ofquarters, 2024.respectively. Labor conditions are slowing but holding solidslowing, with a 4.1% unemployment raterising to 4.4% as of December 2024.2025 Thecompared to 4.1% at the end of June 2025. In the fourth quarter of 2025, following weaker employment data, the Federal Open Market Committee lowered the federal funds rate range twice, in each instance a reduction of 25 basis points, to a target range of 3.50-3.75%. Currently, the general consensus among economists is low growth in the United States with a continued historically elevatedhigher risk of recession.recession or stagflation. While thetrade policies and macro-economic conditions willcontinue to evolve and could result in tighter credit conditions, weakening tenant cash flows, and rising vacancy rates, we believe we will continue to benefit on a relative basis from having a well-diversified portfolio across various markets, tenant industries, and lease terms. Additionally, we believe that recent moves toward more regional supply chains and geopolitical tensions have accelerated a number of trends that positively affectimpact U.S. industrial demand. However, given the current uncertainty and events discussed above, our acquisition activity slowedhas continued to slow since 2022.2022 relative to our historical acquisition pace.

Due toAlternatively, demographic/consumer trends, geopolitical uncertainty and recent legislation supporting U.S. infrastructure,infrastructure wemay expect industrial-specificaccelerate trends tothat support stronger long term demand,demand for industrial space, including:

•the increasing attractiveness of the United States as a manufacturing and distribution location because of the size of the U.S. consumer market, an increase in overseas labor costs, policies that promote domestic and regional manufacturing “onshoring and nearshoring,” a desire for greater supply chain resilience and redundancy which is driving higher inventory to sales ratios and greater domestic warehouse demand over the long term (i.e. the shortening and fattening of the supply chain); and

•the overallgeneral quality of the transportation infrastructure in the United States.

Additionally, for the year ended December 31, 2024,2025, leases related to the Value Add Portfolio and first generation leasing, with a total of 622,332approximately 2.1 million square feet, are excluded from the Operating Portfolio statistics above.

The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Certain estimates, judgments and assumptions are inherently subjective and based on the existing business and market conditions, and are therefore continually evaluated based upon available information and experience. The following items require significant estimation or judgement.judgment.

We capitalize costs directly and indirectly related to the development, pre-development, redevelopment, or improvement of rental property. Real estate taxes, compensation costs of development personnel, insurance, interest, and other directly related costs during construction periods are capitalized as incurred, with depreciation commencing with the date the property is substantially completed. Such costs begin to be capitalized to the development projects from the point we are undergoing the necessary activities to get the development project ready for its intended use and cease when the development projects are substantially completed and held available for occupancy. Interest is capitalized based on actual capital expenditures from the period when development or redevelopment commences until the asset is ready for its intended use, at the weighted average borrowing rate of our unsecured indebtedness during the period.

On January 7, 2021, we adopted the STAG Industrial, Inc. Employee Retirement Vesting Program (the “Vesting Program”) toWe provide supplemental retirement benefits for eligible employees. For those employees who are retirement eligible or will become retirement eligible during the applicable vesting period under the terms of the Vesting Program,period, we accelerate equity-based compensation through the employee’s six-month retirement notification period or retirement eligibility date, respectively.

Net income for our total portfolio decreasedincreased by approximately $3.9$86.0 million or 2.0%44.5% to approximately $279.3 million for the year ended December 31, 2025 compared to approximately $193.3 million for the year ended December 31, 2024 compared to approximately $197.2 million for the year ended December 31, 2023.2024.

Same store otherlease billingsincome increased approximately $8.2$29.7 million or 6.6%5.2% to approximately $132.5$605.0 million for the year ended December 31, 20242025 compared to approximately $124.3$575.3 million for the year ended December 31, 2023.2024. The increase was attributable to an increase of approximately $5.3 million in other expense reimbursements which was primarily due to an increase in correspondingrental expenses.income Theof approximately $36.5 million from the execution of new leases and lease renewals with existing tenants. This increase was alsopartially attributableoffset toby anthe increasereduction of base rent of approximately $2.9$6.4 million of real estate tax reimbursements due to antenant vacancies and a net increase in real estate taxes levied by the taxing authority for certain tenants for which we pay the real estate taxes on their behalf, changes to lease terms where we began paying the real estate taxes on behalfamortization of tenantsnet thatabove hadmarket previously paid the taxes directly to the taxing authorities, and occupancyleases of previouslyapproximately vacant$0.4 buildings.million.

Total same store operating expenses increased approximately $6.7$7.4 million or 5.0%5.2% to approximately $140.3$150.6 million for the year ended December 31, 20242025 compared to approximately $133.6$143.3 million for the year ended December 31, 2023.2024. This increase was due to increases in real estate tax, other, insurance,in, repairs and maintenance, andreal estate tax expense, snow removal expense, utility expense, and other expenses of approximately $3.4$2.6 million, $1.3$2.4 million, $0.9$1.4 million, $0.7$0.6 million, and $0.7$0.9 million, respectively. These increases were partially offset by a reduction of utilitiesinsurance expense of approximately $0.3$0.6 million.

Subsequent to January 1, 2023,2024, we acquired 3943 buildings consisting of approximately 6.79.4 million square feet (excluding ninetwo buildings that were included in the Value Add Portfolio at December 31, 20242025 or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 20232024), and sold 2021 buildings consisting of approximately 3.73.8 million square feet. For the years ended December 31, 20242025 and December 31, 2023,2024, the buildings acquired after January 1, 20232024 contributed approximately $27.1$54.1 million and $3.2$16.5 million to NOI, respectively. For the years ended December 31, 20242025 and December 31, 2023,2024, the buildings sold after January 1, 20232024 contributed approximately $0.4$4.4 million and $11.5$9.8 million to NOI, respectively. Refer to Note 3 in the accompanying Notes to Consolidated Financial Statements for additional discussion regarding buildings acquired or sold.

Total other expenses increased approximately $18.9$6.8 million or 5.7%2.0% for the year ended December 31, 20242025 to approximately $349.6$356.4 million compared to approximately $330.6$349.6 million for the year ended December 31, 2023.2024. ThisThe increase was primarily attributable to an increase in depreciation and amortization of approximately $14.6$8.7 million due to an increase in the depreciable asset base from net acquisitions and completed development projects placed into service after December 31, 2023.2024. Additionally, there was an increase in general and administrative expenses by approximately $2.7 million, primarily due to increases in compensation and other payroll costs. These increases were partially offset by a reduction in loss on impairment of approximately $5.0$4.1 million wasfrom recognizedthe duringyear ended December 31, 2025 compared to the year ended December 31, 2024, as discussed in Note 3 of the accompanying Notes to Consolidated Financial Statements, that did not occur during the year ended December 31, 2023. Additionally, general and administrative expenses increased by approximately $1.7 million primarily due to increases in compensation and other payroll costs. These increases were partially offset by a decrease in other expenses of approximately $2.4 million, which was primarily attributed to the relinquishment of an acquisition deposit of approximately $2.5 million related to the termination of an acquisition contract during the year ended December 31, 2023 that did not recur during the year ended December 31, 2024.Statements.

Total other expense increaseddecreased approximately $29.3$32.0 million or 72.5%46.0% to approximately $37.7 million for the year ended December 31, 2025 compared to approximately $69.7 million for the year ended December 31, 20242024. comparedThe to approximately $40.4 million for the year ended December 31, 2023. This increasedecrease was primarily a result of aan decreaseincrease in the gain on the sales of rental property, net of approximately $21.8$61.5 million. This increase was alsopartially attributableoffset toby an increase in interest expense of approximately $18.6$19.0 million which was primarily attributable to the issuance of $450.0 million of unsecured notes on May 28, 2024,2024 and the issuance of $550.0 million of unsecured notes on June 25, 2025, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements. ThisAdditionally, increasethere was alsoa attributabledecrease in gain on involuntary conversion of approximately $10.0 million as discussed in Note 3 of the accompanying Notes to Consolidated Financial Statements and an increase in debt extinguishment and modification expenses of approximately $0.7$0.8 million related to the unsecured term loan amendment andto the 2024$300.0 Creditmillion AgreementUnsecured (asTerm definedLoan below)G amendmenton duringSeptember the15, year ended December 31, 2024,2025, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements. These increases were partially offset by an increase in gain on involuntary conversion of approximately $11.8 million during the year ended December 31, 2024, as discussed in Note 3 of the accompanying Notes to Consolidated Financial Statements, that did not occur during the year ended December 31, 2023.

Net cash used in investing activities increaseddecreased approximately $410.7$233.8 million to approximately $497.3 million for the year ended December 31, 2025, compared to approximately $731.1 million for the year ended December 31, 2024, compared to approximately $320.3 million for the year ended December 31, 2023.2024. The increasedecrease was primarily attributable to the acquisition of rental property during the year ended December 31, 20242025 of approximately $706.6$456.7 million, compared to the acquisition of rental property during the year ended December 31, 20232024 of approximately $321.9$706.6 million. Additionally,The theredecrease was also attributable to an increase in proceeds from sales of rental property, net of approximately $37.8 million during the year ended December 31, 2025 compared to the year ended December 31, 2024. These decreases were partially offset by an increase in cash paid for additions of land and building and improvements related to development and other capital expenditures of approximately $42.6$54.1 million during the year ended December 31, 20242025 compared to the year ended December 31, 2023. These increases were partially offset by an increase in proceeds from sales of rental property, net of approximately $20.9 million during the year ended December 31, 2024 compared to the year ended December 31, 2023.2024.

(1)Interest rate as of December 31, 2024.2025. At December 31, 2024,2025, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) and Daily Secured Overnight Financing Rate (“Daily SOFR”) was 4.33249%.3.688% and 3.870%, respectively. 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 spread over the applicable rate for our unsecured credit facility and unsecured term loans is based on our debt rating and leverage ratio, as defined in the respective loan agreements.

(3)Prepayment terms consist of (i) pre-payable with no penalty;penalty, and (ii) pre-payable with penalty.

(4)The capacity of our unsecured credit facility is $1.0 billion. The initial maturity date is September 8, 2028, or such later date which may be extended pursuant to two six-month extension options exercisable by us in our discretion upon advance written notice. Exercise of each six-month option is subject to the following conditions: (i) absence of a default immediately before the extension and immediately after giving effect to the extension, (ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if made on the extension date, and (iii) payment of a fee. Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions. We are required to pay a facility fee on the aggregate commitment amount (currently $1.0 billion) at a rate per annum of 0.1% to 0.3%, depending on our debt rating, as defined in the 2024credit Credit Agreement (as defined below).agreement. The facility fee is due and payable quarterly.

(5)The initial maturity date of theour Unsecured Term Loan F is March 25, 2027, or such later date which may be extended pursuant to two one-year extension options exercisable by us in our discretion upon advance written notice. Exercise of each one-year option is subject to the following conditions: (i) absence of a default immediately before the extension and immediately after giving effect to the extension; (ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if made on the extension date; and (iii) payment of a fee. Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions.

The aggregate undrawn nominal commitments on our unsecured credit facility and unsecured term loans as of December 31, 20242025 was approximately $586.8$734.8 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.

On September 10,15, 2024,2025, we entered into thea second amended and restated creditterm loan agreement for our unsecuredUnsecured creditTerm facilityLoan (theG “2024 Credit Agreement”) to,to (i) extend the maturity date to SeptemberMarch 8,15, 2028,2030, or such later date which may be extended pursuant to twoa six-monthone-year extension optionsoption exercisable by us atin our discretion,discretion upon advance written notice, subject to certain conditions, including the payment of a fee, (ii) remove the 0.10% interest rate adjustment certain loans, and (iiiii) provide that borrowings under ourthe unsecuredUnsecured creditTerm facilityLoan G will, at our election, bear interest based on a Base Rate, Adjusted Term SOFRSOFR, or Adjusted Daily Simple SOFR (each as defined in the 2024loan Credit Agreement), which interest rate will be increased by 0.10% for any SOFR Loan (as defined in the 2024 Credit Agreementagreement), plus an applicable spread based on our debt rating and leverage ratio (each as defined in the 2024loan Credit Agreementagreement). Other than the increasematurity in the borrowing commitmentsdate and the interest rate provisions described above, the material terms of ourthe unsecuredUnsecured creditTerm facilityLoan G remain unchanged.

On MarchSeptember 25,15, 2024,2025, we entered into aamendments secondto amendedour andUnsecured restatedCredit term loan agreement for theFacility, Unsecured Term Loan FA, Unsecured Term Loan F, Unsecured Term Loan H, and Unsecured Term Loan I to (i) extendremove the maturity0.10% dateinterest torate Marchadjustment 25, 2027, with two one-year extension options, subject tofor certain conditions,loans, thatand would extendin the maturitycase dateof toour MarchUnsecured 23,Term 2029Loans ifA, both exercised,H, and (ii)I, provide that borrowings under the Unsecuredrespective Termterm Loan Floans will, at our election, bear interest based on a Base Rate, Adjusted Term SOFR, or Adjusted Daily Simple SOFR (each as defined in the loan agreement), which interest rate will be increased by 0.10% for any SOFR Loan (as defined in therespective loan agreement), plus an applicable spread based on our debt rating and leverage ratio (each as defined in the loan agreement), less a sustainability-related adjustment.. Other than the maturity and interest rate provisions described above, the material terms of our Unsecured Term Loans A, F, H, and I remain unchanged.

On MarchApril 13,15, 2024,2025, we entered into a note purchase agreement (the “March 2024 NPA”) for the private placement by the Operating Partnership of $175.0$350.0 million of senior unsecured notes (the “Series O Unsecured Notes”) maturing MayJune 28,25, 2029,2030 with a fixed annual interest rate of 6.05%,5.50%, $125.0$100.0 million of senior unsecured notes (the “Series P Unsecured Notes”) maturing MayJune 28,25, 2031,2033 with a fixed annual interest rate of 6.17%,5.82%, and $150.0$100.0 million of senior unsecured notes (the “Series Q Unsecured Notes”) maturing MayJune 28,25, 2034,2035 with a fixed annual interest rate of 6.30%.5.99%. TheOn MarchJune 202425, NPA2025, containsOperating aPartnership number of financial covenants substantially similar toissued the financialSeries covenantsO containedUnsecured inNotes, ourSeries unsecuredP creditUnsecured facilityNotes, and otherSeries unsecuredQ notes,Unsecured plusNotes a(collectively, financialthe covenant“2025 thatNotes”) requiresand usreceived tothe maintainproceeds a minimum interest coverage ratio of not less than 1.50:1.00.therefrom. The Company and certain wholly owned subsidiaries of the Operating Partnership are guarantors of the unsecured notes. OnThe MayOperating 28,Partnership 2024,offered weand issuedsold allthe 2025 Notes in reliance on the registration exemption provided by Section 4(a)(2) of the notesSecurities under the March 2024 NPA.Act.

(1)“We define Net Debt” meansas amountsthe outstanding underprincipal ourbalance unsecuredof creditthe facility,Company’s unsecuredtotal term loans, unsecured notes, and mortgage note,debt, less cash and cash equivalents.equivalents “and proceeds from pending reverse Section 1031 like-kind exchanges that are included in restricted cash. We define Real Estate Cost Basis” meansas the book value of rental property and deferred leasing intangibles, exclusive of the related accumulated depreciation and amortization.

We have filed a registration statement with the SEC allowing us to offer, from time to time, an indefinite amount of equity and debt securities on an as-needed basis, including debt securities of our Operating Partnership that are guaranteed by the Company. Any such guarantees issued by the Company will be full, irrevocable, unconditional, and absolute joint and several guarantees to the holders of each series of such outstanding guaranteed debt securities. Pursuant to Rule 3-10 of Regulation S-X,S- X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 of Regulation S-X is provided, which includes narrative disclosure and summarized financial information. Accordingly, we have not presented separate consolidated financial statements of our Operating Partnership. Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have not presented summarized financial information for our Operating Partnership because the assets, liabilities, and results of operations of our Operating Partnership are not materially different than the corresponding amounts in the Company’s consolidated financial statements, and we believe the inclusion of such summarized financial information would be repetitive and would not provide incremental value to investors.

The following tables summarize the activity for shares sold on a forward basis (including under the ATM common stock offering program) and settled during the three months and year ended December 31, 2024.2025. We initially do not receive any proceeds from the sales of shares on a forward basis. We may physically settle the applicable forward sale agreements on one or more dates prior to the respective scheduled maturity dates, at which point we would receive the proceeds net of certain costs; provided, however, we 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. From a forward sale until its settlement, the net proceeds (that is, gross sales proceeds net the sales commission) increase by an interest rate factor, a portion of which is retained by the equity distribution agent, and decrease by borrowing costs incurred and dividends paid on the borrowed shares underlying the forward sale.

(32)We physically settled outstanding forward equity sale agreements by issuing shares of common stock in exchange for net proceeds of approximately $167.7$157.4 million.million during the three months ended December 31, 2025.

(2)Reflects amount we received per share upon settlement of the forward sale. From a forward sale until its settlement, the net proceeds (that is, gross sales proceeds net the sales commission) increase by an interest rate factor, a portion of which is retained by the equity distribution agent (3)We physically settled outstanding forward equity sale agreements by issuing shares of common stock in exchange for net proceeds of approximately $167.7$157.4 million,million $61.2 million, and $49.7 million, forduring the yearsyear ended December 31, 2024, 2023, and 2022, respectively.2025.

OnWe Decemberalso 13, 2024, we formed aown joint ventureventures with a third party that isparties primarily engaged in the development and eventual operation of two industrial real estate propertiesproperties. locatedAt December 31, 2025, we held a 97.4% interest in a joint venture that owns property in Reno, Nevada, a 94.9% interest in a joint venture that owns property in Concord, North Carolina.Carolina, At December 31, 2024, we heldand a 90% interest and the third party held the remaining 10%96.3% interest in thea joint venture.venture that owns property in Shepherdsville, Kentucky.

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 December 31, 2024,2025, we had 2117 interest rate swaps outstanding that were in an asset position of approximately $36.5$13.5 million and four interest rate swaps outstanding that were in a liability position of approximately $1.3 million, including any adjustment for nonperformance risk related to these agreements.

During the year ended December 31, 2024,2025, we entered into four interest rate swaps with an aggregate notional value of $200.0$300.0 million which fix Daily SOFR at 3.98%3.09% effective JanuaryFebruary 15,5, 20252026 and mature on March 25,15, 2027.2030, and were designated as cash flow hedges.

“Total annualized base rental revenue” means the monthly base cash rent for the applicable property or properties as of MarchJune 31,30, 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 MarchJune 31,30, 2026, the annualized rent is calculated based on the first contractual monthly base rent amount multiplied by 12.

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,the first quarter of 2026, U.S. real gross domestic product grew 2.1% compared to 2.8%the 0.5% increase in 2024. Labor conditions softened in 2025 and the firstfourth quarter of 2026,2025. withThe U.S. employment rate in June 2026 was 4.2% which is slightly above the unemployment4.0% rateaverage edging up to 4.3% by March 2026 from 4.1% in December 2024. Insince the first quarterbeginning 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.2023.

The following table summarizes the Operating Portfolio leases that commenced during the three and six months ended MarchJune 31,30, 2026. Any rental concessions in such leases are accounted for on a straight-line basis over the term of the lease.

Additionally, for the three and six months ended MarchJune 31,30, 2026, leases commenced totaling 181,024204,629 and 385,653 related to the Value Add Portfolio and first generation leasing. These leases are excluded from the Operating Portfolio statistics above.

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%6.6% of our total annualized base rental revenue will expire during the period from AprilJuly 1, 2026 to MarchJune 31,30, 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 AprilJuly 1, 2026 to MarchJune 31,30, 2027, thereby resulting in an increase in revenue from the same space.

The following table summarizes lease expirations for leases in place as of MarchJune 31,30, 2026, plus available space, for each of the ten calendar years beginning with 2026 and thereafter in our portfolio. The information in the table assumes that tenants do not exercise renewal options or early termination rights.

(1)Leases previously scheduled to expire in 2026, totaling approximately 12.114.7 million square feet, have been amended to extend their lease expiration date as of MarchJune 31,30, 2026. These leases are excluded from 2026 expirations and are now reflected in the new year of expiration.

The following table summarizes our acquisitions during the three and six months ended MarchJune 31,30, 2026.

During the threesix months ended MarchJune 31,30, 2026, we sold onethree buildingbuildings comprised of approximately 0.60.9 million rentable square feet with a net book value of approximately $14.5$28.0 million to third parties. Net proceeds from the sales of rental property were approximately $29.6$51.4 million and we recognized the full gain on the sales of rental property, net, of approximately $15.1$23.4 million for the threesix months ended MarchJune 31,30, 2026.

The following table summarizes information about the 20 largest markets in our portfolio based on total annualized base rental revenue as of MarchJune 31,30, 2026.

The following table summarizes information about the 20 largest tenant industries in our portfolio based on total annualized base rental revenue as of MarchJune 31,30, 2026.

The following table summarizes information about the 20 largest tenants in our portfolio based on total annualized base rental revenue as of MarchJune 31,30, 2026.

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 MarchJune 31,30, 2026, we owned 569567 industrial buildings consisting of approximately 111.8111.2 million square feet and representing approximately 93.0%90.7% of our total portfolio, that are considered our same store portfolio in the analysis below. Same store occupancy decreased approximately 1.2%1.8% to 96.6%96.0% as of MarchJune 31,30, 2026 compared to 97.8% as of MarchJune 31,30, 2025.

Comparison of the three months ended MarchJune 31,30, 2026 to the three months ended MarchJune 31,30, 2025

The following table summarizes selected operating information for our same store portfolio and our total portfolio for the three months ended MarchJune 31,30, 2026 and 2025 (dollars in thousands). This table includes a reconciliation from our same store portfolio to our total portfolio by also providing information for the three months ended MarchJune 31,30, 2026 and 2025 with respect to the buildings acquired and sold on or after January 1, 2025, Operating Portfolio buildings with expansions placed into service or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2025, Value Add buildings, and buildings classified as held for sale.

Net income for our total portfolio decreasedincreased by approximately $30.0$3.0 million, or 32.2%,5.8%, to approximately $63.3$54.0 million for the three months ended MarchJune 31,30, 2026 compared to approximately $93.4$51.1 million for the three months ended MarchJune 31,30, 2025.

Same store rental income, which includes lease income and other billings as discussed below, increased by approximately $7.8$6.7 million, or 3.9%,3.4%, to approximately $207.4$204.4 million for the three months ended MarchJune 31,30, 2026 compared to approximately $199.6$197.8 million for the three months ended MarchJune 31,30, 2025.

Same store lease income increased by approximately $6.5$4.3 million, or 4.0%,2.7%, to approximately $167.2$166.0 million for the three months ended MarchJune 31,30, 2026 compared to approximately $160.7$161.7 million for the three months ended MarchJune 31,30, 2025. The increase was primarily due to the execution of new leases and lease renewals with existing tenants of approximately $8.9$8.8 million. The increase was partially offset by the reduction of base rent of approximately $2.2$3.3 million due to tenant vacancies and a net increase in the amortization of net above market leases of approximately $0.2$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.

Same store other billings increased by approximately $1.3$2.4 million, or 3.3%,6.7%, to approximately $40.2$38.4 million for the three months ended MarchJune 31,30, 2026 compared to approximately $38.9$36.0 million for the three months ended MarchJune 31,30, 2025. Approximately $0.8$2.0 million was due to an increase in real estate taxes levied by the taxing authority. Additionally, there was an increase of approximately $0.5$0.4 million in expense reimbursements, which was primarily due to an increase in corresponding expenses.

Total same store property operating expenses increased by approximately $1.3$3.2 million, or 3.1%,8.4%, to approximately $43.2$41.1 million for the three months ended MarchJune 31,30, 2026 compared to approximately $41.9$37.9 million for the three months ended MarchJune 31,30, 2025. The increase was duedriven toby increases in otherreal expenses,estate tax expense, repairs and maintenance, utilityother expense,expenses, snow removal expenses, and realutility estate tax expenseexpenses of approximately$2.0 million, $0.7 million, $0.5$0.6 million, $0.3$0.2 million, and $0.2$0.1 million, respectively. These increases were partially offset by a reduction of insurance expense of approximately $0.3$0.4 million and snow removal expense of $0.2 millionmillion.

Subsequent to January 1, 2025, we acquired 1421 buildings consisting of approximately 4.57.1 million square feet and sold 1214 buildings consisting of approximately 2.83.1 million square feet. For the three months ended MarchJune 31,30, 2026 and 2025, the buildings acquired after January 1, 2025 contributed approximately $8.9$10.9 million and $0.4$0.9 million to NOI, respectively. For the three months ended MarchJune 31,30, 2026 and 2025, the buildings sold after January 1, 2025 contributed approximately $0.1$(0.2) million and $2.2$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.

These buildings contributed approximately $2.8$3.3 million and $1.0$2.3 million to NOI for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Additionally, there was approximately $0.7$1.9 million and $0.4$1.4 million of termination, solar, and other income adjustments from certain buildings in our same store portfolio for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

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

Total other expenses increased approximately $5.1$8.0 million, or 5.8%,9.1%, to approximately $92.9$96.2 million for the three months ended MarchJune 31,30, 2026 compared to approximately $87.8$88.2 million for the three months ended MarchJune 31,30, 2025. The increase was primarily attributable to an increase in depreciation and amortization of approximately $4.7$7.8 million due to an increase in the depreciable asset base from net acquisitions and completed development projects placed into service after MarchJune 31,30, 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.

Total other incomeexpense (expense) decreasedincreased approximately $39.9$41.1 million, or 207.5%,473.5%, to approximately $20.7$49.8 million total other expense for the threesix months ended MarchJune 31,30, 2026 compared to approximately $19.2$8.7 million of other income for the threesix months ended MarchJune 31,30, 2025. TheThis decreaseincrease was primarily attributablea toresult of a decrease in the gain on the salesales of rental property, net,net of approximately $34.8$32.2 million, as well as an increase in interest expense of approximately $3.4$7.2 million,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.million.

Comparison of the threesix months ended MarchJune 31,30, 2026 to the threesix months ended MarchJune 31,30, 2025

The following table summarizes our cash flows for the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025.

Net cash provided by operating activities increased approximately $13.9$13.0 million to approximately $117.4$228.4 million for the threesix months ended MarchJune 31,30, 2026 compared to approximately $103.5$215.4 million for the threesix months ended MarchJune 31,30, 2025. The increase was attributable to fluctuations in working capital due to timing of payments and rental receipts.

Net cash used in investing activities increased approximately $67.1$318.8 million to approximately $92.0$408.4 million for the threesix months ended MarchJune 31,30, 2026 compared to approximately $24.9$89.6 million for the threesix months ended MarchJune 31,30, 2025. The increase was primarily attributable to a decrease in proceeds from sale of rental property, net of approximately $34.3$21.1 million during the threesix months ended MarchJune 31,30, 2026, as compared to the threesix months ended MarchJune 31,30, 2025, as well as an increase in the acquisition of rental property of approximately $37.8$320.5 million during the threesix months ended MarchJune 31,30, 2026, as compared to the threesix months ended MarchJune 31,30, 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 $5.0$23.7 million during the threesix months ended MarchJune 31,30, 2026, as compared to the threesix months ended MarchJune 31,30, 2025.

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 increased approximately $19.2 million to approximately $87.2 million for the threesix months ended MarchJune 31, 2026 compared to approximately $68.0 million for the three months ended March 31,30, 2025. The increase was primarily attributable to an increase in net cash outflowinflow of approximately $165.0$545.0 million under our unsecured credit facility during the threesix months ended MarchJune 31,30, 2026, as compared to the threesix months ended MarchJune 31,30, 2025. ThisAdditionally, there was an increase wasin partiallyproceeds offsetfrom by the repaymentsales of unsecuredcommon notesstock, net, of $100.0approximately $60.0 million during the threesix months ended MarchJune 31,30, 2025,2026, whichas didcompared not occur duringto the threesix months ended MarchJune 31,30, 2026.2025. The increase was also partiallyattributable offset byto a decrease of approximately $46.7$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.