Stag Industrial Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
(Address of principal executive offices, zip code)
Registrant’s telephone number, including
area code: (
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbols | Name of each exchange on which registered | ||
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. ¨
| Item 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
Amendment and Restated Unsecured Term Loan G
On September 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 “Operating Partnership”), entered into the Second Amended and Restated Term Loan Agreement (“Amended Term Loan Agreement”) with Wells Fargo Bank, National Association, and the other lenders named therein, to amend and restate that certain Amended and Restated Term Loan Agreement, dated as of September 1, 2022, related to the Company’s $300 million unsecured term loan that was set to mature on February 6, 2026 (“Unsecured Term Loan G”).
The Company entered into the Amended Term Loan Agreement to (i) extend the maturity date to March 15, 2030, or such later date which may be extended pursuant to a one-year extension option exercisable by the Company in its discretion upon advance written notice, subject to certain conditions, including the payment of a fee, (ii) remove the 0.10% interest rate adjustment for loans based on the Secured Overnight Financing Rate (“SOFR”), and (iii) provide that borrowings under the Unsecured Term Loan G will, at the Company’s election, bear interest based on a Base Rate, Term SOFR, or Daily Simple SOFR (each as defined in the Amended Term Loan Agreement), plus an applicable spread based on the Company’s debt rating and leverage ratio (each as defined in the Amended Term Loan Agreement). As of September 15, 2025, the Term SOFR for the Unsecured Term Loan G was swapped to a fixed rate of 1.80% until February 5, 2026 and 3.94% from February 5, 2026 until March 15, 2030. Other than the maturity date and interest rate provisions, the material terms of the Unsecured Term Loan G remain unchanged.
The foregoing description of the Unsecured Term Loan G does not purport to be complete and is qualified in its entirety by reference to the Amended Term Loan Agreement attached as Exhibit 10.1 hereto.
Amendments to Unsecured Credit Facility and Unsecured Term Loans A, H, I and F
On September 15, 2025, the Company and the Operating Partnership entered into amendments to each of the Company’s $1.0 billion unsecured credit facility maturity September 7, 2029 (“Unsecured Credit Facility”), $150 million unsecured term loan maturing March 15, 2027 (“Unsecured Term Loan A”), $200 million unsecured term loan maturing March 23, 2029 (“Unsecured Term Loan F”), $187.5 million unsecured term loan maturing January 25, 2028 (“Unsecured Term Loan H”), and $187.5 million unsecured term loan maturing January 25, 2028 (“Unsecured Term Loan I”), in each case, to remove the 0.10% interest rate adjustment for SOFR loans, and the case of Unsecured Term Loan A, H and I, provide that borrowings under the respective term loans will, at the Company’s election, bear interest based on a Base Rate, Term SOFR, or Daily Simple SOFR (each as defined in Unsecured Term Loan A, H and I). The other material terms of each of the Unsecured Credit Facility and the Unsecured Term Loans A, H, I and F remain unchanged.
The foregoing description of the amendments to the Unsecured Credit Facility and the Unsecured Term Loan A, F, H and I does not purport to be complete and is qualified in its entirety by reference to the amendments attached as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 hereto, respectively.
| ITEM 2.03. | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
The information set forth under Item 1.01 of this report is incorporated herein by reference.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(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.
| STAG INDUSTRIAL, INC. | ||
| Dated: September 17, 2025 | By: | /s/ Jeffrey M. Sullivan |
| Jeffrey M. Sullivan | ||
| Executive Vice President, General Counsel and Secretary | ||