Stag Industrial Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| ITEM 8.01. | OTHER EVENTS. |
As previously disclosed on February 13, 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 certain amendments to the separate equity distribution agreements (collectively, as amended, the “Original Equity Distribution Agreements”) with each of Robert W. Baird & Co. Incorporated, BofA Securities, Inc., BMO Capital Markets Corp., BTIG, LLC, Citigroup Global Markets Inc., Evercore Group L.L.C., Jefferies LLC, Nomura Securities International, Inc. (acting through BTIG, LLC as agent), Raymond James & Associates, Inc., RBC Capital Markets, LLC, Regions Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (or certain of their respective affiliates or agents), as sales agents, forward sellers and/or forward purchasers relating to the at-the-market offering of shares of the Company’s common stock having an initial aggregate offering price of up to $750,000,000 (the “Shares”). The Original Equity Distribution Agreements provide that, in addition to the issuance and sale of the Shares through the sales agents, the Company may enter into forward sale agreements under separate master forward sale agreements (collectively, the “Original Master Forward Confirmations”) and related supplemental confirmations between the Company and a forward seller or its affiliate.
On February 12, 2026, the Company and the Operating Partnership entered into an additional equity distribution agreement (the “Additional Equity Distribution Agreement”) with Huntington Securities, Inc. (“Huntington”), as sales agent, forward seller and/or forward purchaser, on substantially the same terms and conditions as the Original Equity Distribution Agreements (together, with the Original Equity Distribution Agreements, the “Equity Distribution Agreements”). The Additional Equity Distribution Agreement provides that, in addition to the issuance and sale of the Shares through the sales agent, the Company may enter into a forward sale agreement under a separate master forward sale agreement and related supplemental confirmation between the Company and Huntington, on substantially the same terms and conditions as the Original Master Forward Confirmations (the “Additional Master Forward Confirmation,” and together with the Original Master Forward Confirmations, the “Master Forward Confirmations”).
The Shares will be offered and sold pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-284881), as filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2025, and the related prospectus supplement dated February 13, 2025, as supplemented by the supplement to prospectus supplement, dated February 12, 2026. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing descriptions of the Equity Distribution Agreements and the Master Forward Confirmations do not purport to be complete and are qualified in their entirety by reference to Exhibits 1.1, 1.2 and 1.3 filed with this Current Report on Form 8-K.
| 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. | ||
| By: | /s/ Jeffrey M. Sullivan | |
| Jeffrey M. Sullivan | ||
| Executive Vice President, General Counsel and Secretary | ||
Dated: February 12, 2026