S TA G I N D U S T R I A L · 2 0 2 5 A N N U A L R E P O R T
2025 LEASING ACTIVITY
14.4M
*This was achieved primarily through energy efficiency, optimization, and on-site renewables. Remaining scope 1 and scope 2 emissions were neutralized through the generation or purchase
of credible and verifiable renewable energy certificates (RECs) and carbon offsets. We plan to decelerate our use of RECs and carbon offsets as we increase investments and efforts in energy
efficiency, electrification and on-site renewables. To formalize an even deeper commitment, STAG has set a long-term goal in alignment with, and approved by, the Science-Based Targets Initiative
(SBTi), the world’s most widely respected organization tasked with the responsibility of vetting science-based emissions reduction targets from the private sector. STAG formally commits to
reducing absolute scope 1 and scope 2 GHG emissions 50% by 2030 from a 2018 baseline, and to measure and reduce scope 3 emissions,which primarily come from our tenants’ energy use. As
mandated by SBTi, STAG’s GHG inventory and management practices follow the rules and standards of the GHG Protocol and the accomplishment of its targets, excluding the use of carbon offsets.
CAPITALIZATION RATE 6.5%
BUILDINGS
13
2025 FFO GROWTH 6.4%
STRAIGHT-LINE
RENT CHANGE 38.2%
SQ. FT.
2025 NOI GROWTH
9.9%
2025 ACQUISITIONS
ACTIVITY
$449M
SQUARE FEET
120M
STATES
41
TENANTS
630
OPERATING PORTFOLIO
HIGHLIGHTS
97.2%
DONATIONS AND
FUNDRAISINGS
$200K+
VOLUNTEER
HOURS
300+
WOMEN AND/OR
MINORITIES
36%
AVERAGE TENURE
11.1 YEARS
AUDIT COMMITTEE
FINANCIAL EXPERTS
100%
INDEPENDENT
82%
LED LIGHTING SYSTEMS
AS A % OF PORTFOLIO
65%
CAPACITY FROM EXISTING
PHOTOVOLTAIC SOLAR PROJECTS
30.3 MW
REFLECTIVE ROOFING
AS A % OF PORTFOLIO
48%
HVAC SYSTEM UPGRADES
SINCE 2015
$21.4M
C O M PA N Y O V E R V I E W
E N V I R O N M E N TA L
G O V E R N A N C E
PORTFOLIO ENVIRONMENTAL STATISTICS
DIRECTORS SNAPSHOT
SOCIAL HIGHLIGHTS
Under the Greenhouse Gas (GHG) Protocol’s market-based methodology,
STAG has achieved and maintained operational carbon neutrality
since 2021.*
STAG takes a proactive and transparent approach to governance, aiming to
provide our stakeholders with checks and balances that both reduce risk
and leverage opportunities. We are therefore committed to conducting our
business honestly, ethically, and in a manner that considers the interests of
all our stakeholders: shareholders, tenants, employees, service providers,
partners, local communities and the public at large.
We are committed to good corporate citizenship and have an active
Charitable Action Committee staffed by employees of varying seniority
levels. The Committee, among other goals, seeks to promote equality and
inspire children and young adults – particularly those at risk – to realize
their potential and benefit future generations.
STAG Industrial, Inc. (NYSE: STAG) is a real estate investment trust (REIT)
focused on the acquisition, development, ownership, and operation
of industrial properties throughout the United States.
OCCUPIED
S O C I A L
Fellow Shareholders,
Thank you for your continued support
of our Company. I am pleased to provide
our 2025 results and a view into 2026.
The year 2025 was one of our more
successful. We outperformed our budgeted
metrics, including occupancy, credit loss,
leasing spreads, same store cash net operating income (“NOI”),
development starts and core funds from operations per share. We
achieved all of this while maintaining our balance sheet discipline.
Industrial Real Estate Market
The theme for the industrial market in 2025 was moderating supply
and stabilizing demand. Warehouse deliveries were down almost 35% in
2025 as compared to 2024. Demand returned, albeit at slower absorption
levels than the prior three-year average, resulting in market occupancy
rates stabilizing around 93%. Our portfolio held up extremely well against
this backdrop. We achieved an average occupancy rate of 97.7% in 2025,
while also realizing cash leasing spreads of 24%. I believe our operating
outperformance was driven by the following: 1) our focus on CBRE-Tier 1
markets and 2) how our properties fit in their respective sub-markets.
We focus on CBRE-Tier 1 markets because of the greater sustainable
long-term internal growth in these markets and the lower volatility
associated with spreading risk over many markets rather than a few
markets. Constructing our portfolio primarily through individual acquisitions
rather than large portfolios has allowed us to ensure that each property fits
the primary demand drivers in its area.
Our approach delivered approximately 1.3% market rent growth in 2025.
In 2025, our portfolio witnessed its strongest market rent growth in
manufacturing and non-coastal markets. As companies digest the
implications of recent government infrastructure bills, nearshoring and
onshoring projects continue to progress. This, along with pent up demand
from delayed decision-making by tenants, should result in growing
warehouse demand in 2026 and beyond.
Strategy and Results
Our strategy to deliver the best risk adjusted growth is driven by four
key factors: 1) same store cash NOI growth, 2) acquisitions, 3) developments,
and 4) a strong balance sheet.
Same Store Cash NOI Growth
Same store cash NOI exceeded our initial budgets this year with a difficult
backdrop. We commenced 14.4 million square feet of operating portfolio
leases in 2025, producing 24% cash leasing spreads. This was the largest
amount of square footage commenced in a calendar year by our company.
As we look to 2026, we expect a moderation in internal growth.
The moderation is due primarily to a projected average same-store
occupancy rate decline. We anticipate the same store occupancy rate to be
between 96% and 97% in 2026. This average occupancy number compares
favorably to both market occupancy numbers and other industrial landlords.
The supply pipeline continues to contract, and demand is forecasted
to increase materially as we move through 2026. This dynamic bodes well
for us in the back half of 2026 and into 2027.
Acquisitions
The transaction market in 2025 was fluid. The year started with significant
market volatility driven by the reciprocal tariff announcement in April.
This announcement paused the capital markets for several months. As the
tariff landscape became clearer, the capital markets re-opened and more
transactions were completed. Our management team adeptly handled this
changing transaction market. We remained appropriately patient during
the year and executed over 60% of our acquisitions in the fourth quarter.
For the full year 2025, we acquired 13 buildings for $449 million at a cash
capitalization rate of 6.5%.
The transaction market looks stable to start 2026. Our underwriting team
is busy, and we are evaluating many opportunities. I have a tremendous
amount of confidence in our acquisition team and expect us to be successful
when the right opportunities present themselves.
Developments
Our development platform continues to evolve and mature. We started over
$100 million of development in 2025 and have over 3.5 million square feet
of development across 14 buildings in our portfolio. Approximately 88% of our
in-service developments are leased with good activity on the remaining 12%.
Collectively, the in-service projects came in below budget and outperformed
our underwriting.
D E A R S H A R E H O L D E R S
We have had great activity on the available space in our developments,
including recent leases at one of our Charlotte buildings. That building
remains under construction and will be delivered in the first quarter of 2026.
In some cases, we partner with third-party developers and now have three
joint ventures with counterparties who provide local market insight and
development expertise. We will look to expand our partnerships in 2026.
In short, we are enthusiastic about the future of our development initiative
and anticipate that it will provide attractive, incremental growth over time.
Strong Balance Sheet
Our investment grade balance sheet has been the backbone of STAG for
many years. We have consistently maintained low leverage and sufficient
liquidity. This has allowed us financial flexibility to be aggressive on capital
deployment opportunities while also providing us protection during
downturns. For 2025, our leverage was again low and our liquidity at year-
end was $750 million. Our debt maturities are well laddered, and we have no
floating rate debt outside of our revolving credit facility.
I am pleased to say that in 2026 we raised our dividend 4% and shifted
from monthly to quarterly payments. This was our largest raise since 2014
and made possible by many years of reducing our payout ratio and retaining
free cash flow.
2026 and Beyond
This past year marked another strong chapter for STAG. Looking ahead,
I am confident in our ability to continue executing our business plan.
Our talented and experienced leadership team is focused on creating
meaningful value and sustainable growth for our shareholders. Supported
by a portfolio that has consistently performed through economic cycles, we
are well equipped to seize new acquisition and development opportunities
as they arise, while continuing to add value to the existing portfolio.
Thank you, my fellow shareholders, for your continued support as we focus
on creating long-term value for all of us who are invested in STAG.
Your grateful CEO,
William R. Crooker
CEO
STAG Industrial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number 1-34907
STAG INDUSTRIAL, INC.
(Exact name of registrant as specified in its charter)
Maryland
27-3099608
(State or other jurisdiction of
(IRS Employer Identification No.)
incorporation or organization)
One Federal Street
23rd Floor
Boston, Massachusetts
02110
(Address of principal executive offices)
(Zip code)
(617) 574-4777
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
STAG
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $6,764 million based on the closing
price on the New York Stock Exchange as of June 30, 2025.
Number of shares of the registrant’s common stock outstanding as of February 10, 2026: 191,036,305
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement with respect to its 2026 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the
registrant’s fiscal year are incorporated by reference into Part II, Item 5 and Part III, Items 10, 11, 12, 13 and 14 hereof as noted therein.
STAG INDUSTRIAL, INC.
Table of Contents
PART I.
Item 1.
Business
4
Item 1A.
Risk Factors
10
Item 1B.
Unresolved Staff Comments
22
Item 1C.
Cybersecurity
22
Item 2.
Properties
24
Item 3.
Legal Proceedings
33
Item 4.
Mine Safety Disclosures
33
PART II.
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
33
Item 6.
Reserved
34
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
34
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
52
Item 8.
Financial Statements and Supplementary Data
52
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
53
Item 9A.
Controls and Procedures
53
Item 9B.
Other Information
53
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
53
PART III.
Item 10.
Directors, Executive Officers and Corporate Governance
54
Item 11.
Executive Compensation
54
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
54
Item 13.
Certain Relationships and Related Transactions, and Director Independence
54
Item 14.
Principal Accountant Fees and Services
54
PART IV.
Item 15.
Exhibits and Financial Statement Schedules
54
Item 16.
Form 10-K Summary
56
2
PART I.
Introduction
As used herein, except where the context otherwise requires, “Company,” “we,” “our” and “us,” refer to STAG Industrial, Inc.
and our consolidated subsidiaries and partnerships, including our operating partnership, STAG Industrial Operating Partnership,
L.P. (our “Operating Partnership”).
Forward-Looking Statements
This report, including the information incorporated by reference, contains “forward-looking statements” within the meaning of
the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set
forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)). You can identify forward-looking statements by the use of words
such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and
variations of such words or similar expressions. Forward-looking statements in this report include, among others, statements
about our future financial condition, results of operations, capitalization rates on future acquisitions, our business strategy and
objectives, including our acquisition strategy, occupancy and leasing rates and trends, and expected liquidity needs and sources
(including capital expenditures and the ability to obtain financing or raise capital). Our forward-looking statements reflect our
current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently
available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and
prospects as reflected in or suggested by our forward-looking statements are reasonable, we can give no assurance that our
plans, intentions, expectations, strategies or prospects will be attained or achieved and you should not place undue reliance on
these forward-looking statements. Furthermore, actual results may differ materially from those described in the forward-looking
statements and may be affected by a variety of risks and factors including, without limitation:
•
the factors included in this report, including those set forth under the headings “Business,” “Risk Factors,” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations;”
•
the risk of global or national recessions and international, national, regional, and local economic conditions;
•
decreased economic activity due to fluctuations in trade policies, tariffs and related government actions;
•
our ability to raise equity capital on attractive terms;
•
the competitive environment in which we operate;
•
real estate risks, including fluctuations in real estate values, the general economic climate in local markets and
competition for tenants in such markets, and the repurposing or redevelopment of retail properties into industrial
properties (in part or whole);
•
decreased rental rates or increased vacancy rates;
•
the general level of interest rates and currencies;
•
potential defaults (including bankruptcies or insolvency) on or non-renewal of leases by tenants;
•
acquisition and development risks, including our ability to identify and complete accretive acquisitions and
developments and/or failure of such acquisitions and developments to perform in accordance with projections;
•
the timing of acquisitions and dispositions;
•
technological developments, particularly those affecting supply chains and logistics;
•
potential natural disasters, epidemics, pandemics or outbreak of infectious disease and other potentially
catastrophic events such as acts of war and/or terrorism;
•
renegotiation or termination of trade agreements or treaties among the United States and foreign countries or
increases to U.S. tariffs on foreign goods or to foreign tariffs on U.S. goods;
•
potential changes in the law or governmental regulations and interpretations of those laws and regulations,
including changes in real estate and zoning laws or real estate investment trust (“REIT”) or corporate income tax
laws, and potential increases in real property tax rates;
•
financing risks, including the risks that our cash flows from operations may be insufficient to meet required
payments of principal and interest and we may be unable to refinance our existing debt upon maturity or obtain
new financing on attractive terms or at all;
•
credit risk in the event of non-performance by the counterparties to the interest rate swaps and revolving and
unfunded debt;
•
how and when pending forward equity sales may settle;
•
lack of or insufficient amounts of insurance;
•
our ability to maintain our qualification as a REIT;
•
our ability to retain key personnel;
3
•
litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and
•
possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary
remediation of contamination of properties presently owned or previously owned by us.
Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and
it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to,
and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise.
Item 1. Business
Certain Definitions
In this report:
“Cash Rent Change” means the percentage change in the base rent of the lease commenced during the period compared to the
base rent of the Comparable Lease for assets included in the Operating Portfolio. The calculation compares the first base rent
payment due after the lease commencement date compared to the base rent of the last monthly payment due prior to the
termination of the lease, excluding holdover rent. Rent under gross or similar type leases are converted to a net rent based on an
estimate of the applicable recoverable expenses.
“Comparable Lease” means a lease in the same space with a similar lease structure as compared to the previous in-place lease,
excluding new leases for space that was not occupied under our ownership.
“GAAP” means generally accepted accounting principles in the United States of America.
“New Lease” means a lease that is signed for an initial term equal to or greater than 12 months for any vacant space, including a
lease signed by a new tenant or an existing tenant that is expanding into new (additional) space.
“Occupancy rate” means the percentage of total leasable square footage for which either revenue recognition has commenced in
accordance with GAAP or the lease term has commenced as of the close of the reporting period, whichever occurs earlier.
“Operating Portfolio” means all buildings that were acquired stabilized or have achieved Stabilization. The Operating Portfolio
excludes non-core flex/office buildings, buildings contained in the Value Add Portfolio, and buildings classified as held for
sale.
“Renewal Lease” means a lease signed by an existing tenant to extend the term for 12 months or more, including (i) a renewal
of the same space as the current lease at lease expiration, (ii) a renewal of only a portion of the current space at lease expiration,
or (iii) an early renewal or workout, which ultimately does extend the original term for 12 months or more.
“Straight-line Rent Change” means the percentage change in the average monthly base rent over the term of the lease that
commenced during the period compared to the Comparable Lease for assets included in the Operating Portfolio. Rent under
gross or similar type leases are converted to a net rent based on an estimate of the applicable recoverable expenses, and this
calculation excludes the impact of any holdover rent.
“Stabilization” for properties under development or being redeveloped means the earlier of achieving 90% occupancy or 12
months after completion. With respect to properties acquired and immediately added to the Value Add Portfolio, (i) if acquired
with less than 75% occupancy as of the acquisition date, Stabilization will occur upon the earlier of achieving 90% occupancy
or 12 months from the acquisition date, or (ii) if acquired and will be less than 75% occupied due to known move-outs within
two years of the acquisition date, Stabilization will occur upon the earlier of achieving 90% occupancy after the known move-
outs have occurred or 12 months after the known move-outs have occurred.
“Total annualized base rental revenue” means the monthly base cash rent for the applicable property or properties as of
December 31, 2025 (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 December 31, 2025, the annualized rent is calculated based on the first
contractual monthly base rent amount multiplied by 12.
4
“Value Add Portfolio” means our properties that meet any of the following criteria: (i) less than 75% occupied as of the
acquisition date; (ii) will be less than 75% occupied due to known move-outs within two years of the acquisition date; (iii) out
of service with significant physical renovation of the asset; or (iv) development.
“Weighted Average Lease Term” means the contractual lease term in years, assuming that tenants exercise no renewal options,
purchase options, or early termination rights, as of the lease start date weighted by square footage. Weighted Average Lease
Term related to acquired assets reflects the remaining lease term in years as of the acquisition date weighted by square footage.
Overview
We are a REIT focused on the acquisition, ownership, development, and operation of industrial properties throughout the
United States. Our platform is designed to (i) identify properties for acquisition that offer attractive returns across CBRE-EA
Tier 1 industrial real estate markets, industries, and tenants, (ii) provide growth through our ownership of high-quality assets,
property management and pursuit of acquisitions in an attractive opportunity set, and (iii) capitalize our business appropriately
given the characteristics of our assets.
We are organized and conduct our operations to maintain our qualification as a REIT under Sections 856 through 860 of the
Internal Revenue Code of 1986, as amended (the “Code”), and generally are not subject to federal income tax to the extent we
currently distribute our income to our stockholders and maintain our qualification as a REIT. We remain subject to state and
local taxes on our income and property and to U.S. federal income and excise taxes on our undistributed income.
As of December 31, 2025, we owned 601 buildings in 41 states with approximately 120.0 million rentable square feet. As of
December 31, 2025, we had seven development projects (which are not included in the building count noted above). As of
December 31, 2025, our buildings were approximately 96.4% leased, with no single tenant accounting for more than
approximately 2.8% of our total annualized base rental revenue and no single industry accounting for more than approximately
11.4% of our total annualized base rental revenue.
As of December 31, 2025, our Operating Portfolio was approximately 97.2% leased. Straight-line Rent Change on new and
renewal leases together grew approximately 38.2% and 41.8% during the years ended December 31, 2025 and 2024,
respectively, and our Cash Rent Change on new and renewal leases together grew approximately 24.0% and 28.3% during the
years ended December 31, 2025 and 2024, respectively.
We have fully integrated acquisition, leasing and operations platforms led by a senior management team with decades of
industrial real estate experience. Our mission is to deliver attractive long-term stockholder returns in all market environments
by growing cash flow through disciplined investment in high-quality real estate while maintaining a strong balance sheet.
Our Strategy
Our primary business objectives are to own and operate a balanced and diversified portfolio that fits the needs of the markets
we operate in, to add value to the assets we acquire, and to enhance stockholder value over time by achieving sustainable long-
term growth in distributable cash flow from operations.
We focus on acquiring assets individually or in small portfolios. We believe that owning and operating a portfolio of
individually acquired industrial properties throughout CBRE-EA Tier 1 industrial markets in the United States will, when
compared to other real estate portfolios assembled through acquisitions of many properties at once or consisting of other
property types, generate returns for our stockholders that are attractive in light of the associated risks for the following reasons.
•
The markets we operate in have an institutional presence, size, and velocity of transactions that allow us to take a
granular and quantitative approach where we can be confident in generating both reliable cash flow and long-term
asset appreciation for our real estate investments.
•
The contribution of individual assets to an aggregated portfolio creates diversification, thereby lowering risk and
creating value.
•
Many other institutional, industrial real estate buyers focus on properties in a small number of super-primary
markets. In contrast, we choose from a larger opportunity set of industrial properties across all CBRE-EA Tier 1
industrial markets in the United States.
•
Industrial properties generally require less capital expenditure than other commercial property types.
5
Notwithstanding our focus on acquiring assets individually, we will consider and may acquire portfolios when we believe the
returns and/or long-term value are appropriate.
Regulation
General
We are subject to various laws, ordinances, rules and regulations of the United States and the states and local municipalities in
which we own properties, including regulations relating to common areas and fire and safety requirements. We believe that we
or our tenants, as applicable, have the necessary permits and approvals to operate each of our properties.
Americans with Disabilities Act
Our properties must comply with Title III of the Americans with Disabilities Act of 1990, as amended (the “ADA”) to the
extent that such properties are “public accommodations” as defined under the ADA. Under the ADA, places of public
accommodation must meet certain federal requirements related to access and use by disabled persons. The ADA may require
removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal
is readily achievable. Although we believe that the properties in our portfolio in the aggregate substantially comply with current
requirements of the ADA, and we have not received any notice for correction from any regulatory agency, we have not
conducted a comprehensive audit or investigation of all of our properties to determine whether we are in compliance and
therefore we may own properties that are not in compliance with the ADA.
ADA compliance is dependent upon the tenant’s specific use of the property, and as the use of a property changes or
improvements to existing spaces are made, we will take steps to ensure compliance. Noncompliance with the ADA could result
in additional costs to attain compliance, the imposition of fines by the federal government or the award of damages or
attorney’s fees to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we will
continue to assess our properties and to make alterations to achieve compliance as necessary.
Environmental Matters
Our properties are subject to various federal, state and local environmental laws. Under these laws, courts and government
agencies have the authority to require us, as the owner of a contaminated property, to clean up the property, even if we did not
know of or were not responsible for the contamination. These laws also apply to persons who owned a property at the time it
became contaminated, and therefore it is possible we could incur these costs even after we sell a property. In addition to the
costs of cleanup, environmental contamination can affect the value of a property and, therefore, an owner’s ability to borrow
using the property as collateral (directly or indirectly) or to sell the property. Under applicable environmental laws, courts and
government agencies also have the authority to require that a person who sent waste to a waste disposal facility, such as a
landfill or an incinerator, pay for the clean-up of that facility if it becomes contaminated and threatens human health or the
environment. We invest in properties historically used for industrial, light manufacturing and commercial purposes. Some of
our properties contain, or may have contained, or are adjacent to or near other properties that have contained or currently
contain, underground storage tanks used to store petroleum products and other hazardous or toxic substances, which create a
potential for the release of petroleum products or other hazardous or toxic substances. We also own properties that are on or are
adjacent to or near other properties upon which other persons, including former owners or tenants of our properties, have
engaged, or may in the future engage, in activities that may generate or release petroleum products or other hazardous or toxic
substances.
Environmental laws in the United States also require that owners of buildings containing asbestos properly manage and
maintain the asbestos, adequately inform or train those who may come into contact with asbestos and undertake special
precautions, including removal or other abatement, in the event that asbestos is disturbed during building renovation or
demolition. These laws may impose fines and penalties on owners or who fail to comply with these requirements and may
allow third parties to seek recovery from owners for personal injury associated with exposure to asbestos. Some of our
buildings are known to have asbestos containing materials, and others, due to the age of the building and observed conditions,
are suspected of having asbestos containing materials. We do not believe these conditions will materially and adversely affect
us. In most or all instances, no immediate action was recommended to address the conditions.
Furthermore, various court decisions have established that third parties may recover damages for injury caused by property
contamination. For instance, a person exposed to asbestos at one of our properties may seek to recover damages if he or she
suffers injury from the asbestos. Lastly, some of these environmental laws restrict the use of a property or place conditions on
6
various activities. An example would be laws that require a business using chemicals to manage them carefully and to notify
local officials that the chemicals are being used.
We could be responsible for any of the costs discussed above. The costs to clean up a contaminated property, to defend against
a claim, or to comply with environmental laws could be material and could adversely affect the funds available for distribution
to our stockholders. All of our properties were subject to a Phase I or similar environmental assessment by independent
environmental consultants at the time of acquisition. We generally expect to continue to obtain a Phase I or similar
environmental assessment by independent environmental consultants on each property prior to acquiring it. However, these
environmental assessments may not reveal all environmental costs that might have a material adverse effect on our business,
assets, results of operations or liquidity and may not identify all potential environmental liabilities.
At the time of acquisition, we add each property to our portfolio environmental insurance policy that provides coverage for
potential environmental liabilities, subject to the policy’s coverage conditions and limitations.
Compliance with these environmental laws, rules and regulations has not had, and is not expected to have, a material effect on
our capital expenditures, results of operations and competitive position as compared to prior periods. We can make no
assurances that future laws, ordinances or regulations will not impose material environmental liabilities on us, or the current
environmental condition of our properties will not be affected by tenants, 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.
Insurance
We carry comprehensive general liability, fire, extended coverage and rental loss insurance covering all of the properties in our
portfolio under blanket insurance. In addition, we maintain a portfolio environmental insurance policy that provides coverage
for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. Generally, we do not carry
insurance for certain losses, including, but not limited to, losses caused by floods (unless the property is located in a flood
plain), earthquakes, acts of war, acts of terrorism or riots. We carry employment practices liability insurance that covers us
against claims by employees, former employees or potential employees for various employment related matters including
wrongful termination, discrimination, sexual harassment in the workplace, hostile work environment, and retaliation, subject to
the policy’s coverage conditions and limitations. We carry comprehensive cyber liability insurance coverage that covers us
against claims related to certain first party and third party losses including data restoration costs, crisis management expenses,
credit monitoring costs, failure to implement and maintain reasonable security procedures, invasion of customer’s privacy and
negligence, subject to the policy’s coverage conditions and limitations. We also carry directors and officers insurance. We
believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the
coverage and standard industry practice; however, our insurance coverage may not be sufficient to cover all of our losses.
Competition
In acquiring our target properties and development projects, we compete with other real estate investors and operators. We also
face significant competition from owners and managers of other industrial properties in leasing space in our properties to
prospective tenants and in re-leasing space to existing tenants. The investors, operators, owners and managers with whom we
compete may be national, regional, or local, public or private, and may have different availabilities and costs of capital and
return requirements.
Operating Segments
We manage our operations on an aggregated, single segment basis for purposes of assessing performance and making operating
decisions, and accordingly, have only one reporting and operating segment. See Note 2 in the accompanying Notes to
Consolidated Financial Statements under “Segment Reporting.”
Corporate Responsibility Program
We maintain a corporate responsibility program that incorporates sustainability, environmental, social and governance
initiatives, into our overall business, investment, and asset management strategies. We are also committed to reporting of our
sustainability initiatives. Since December 2021, we have published an annual sustainability report that includes information
regarding our sustainability policies and programs, historic results, and performance targets, including our long-term
greenhouse gas reduction goal as approved by the Science-Based Targets Initiative (SBTi). In addition, annually we participate
in the public disclosure rating process of the Global Real Estate Sustainability Benchmark, which is an entity that provides a
ranking system to evaluate and compare sustainability practices in the real estate industry.
7
Additional information regarding our corporate responsibility program will be included in our definitive Proxy Statement for
our 2026 Annual Meeting of Stockholders. Our most recent annual sustainability report is available under the “Corporate
Responsibility” section of our website at www.stagindustrial.com. However, the information located on, or accessible from, our
website, including our sustainability report, is not, and should not be deemed to be, part of this report or incorporated into any
other filing that we submit to the Securities and Exchange Commission (“SEC”).
Human Capital Management
We believe that demonstrating strong financial performance while also promoting awareness and respect for fundamental
human rights is important to long-term value creation, business continuity and corporate success. As part of our commitment to
providing a work environment that attracts, develops and retains high-performing individuals and that treats employees with
dignity and respect:
•
We offer equal opportunities to all our employees and seek to foster a diverse and vibrant workplace with employees
who possess a broad range of experiences, backgrounds, and skills. We continually assess and strive to enhance
employee satisfaction and engagement. Our employees, many of whom have a relatively long tenure with the
Company, have regular opportunities to participate in personal growth and professional development programs and
social or team building events. We seek to identify and develop future leaders within the Company and periodically
review with our Chief Executive Officer and board of directors the identity, skills, and characteristics of those persons
who could succeed to senior and executive positions.
•
We endeavor to maintain a workplace free from discrimination or harassment on the basis of race, color, religion,
creed, gender, gender identity or expression, sexual orientation, genetic information, national origin, ancestry, age,
disability, military or veteran status, and political affiliate or activities, among others. We conduct employee training to
prevent discrimination and harassment and monitor and address employee conduct.
•
We are committed to compensating our employees well and at competitive industry rates while, at the same time,
monitoring our compensation programs to ensure that we are continuously attracting and retaining top talent. We also
provide our employees with highly competitive health and wellness benefits, including medical, dental, vision, life,
and short-term disability insurance, with premiums entirely paid by the Company. We also offer flexible spending
accounts for medical expenses, programs to pay commuting and office parking costs or dependent care costs with pre-
tax income, and competitive vacation and leave policies, including paid holidays, personal time off, and parental and
other leave benefits.
•
We seek to foster a corporate culture where our stakeholders, including our employees, engage in, and collaborate to
extend resources towards community development. In furtherance of this commitment, we partner with, and support,
local charitable organizations that we believe are contributing to the growth and development of the community,
particularly organizations assisting at-risk youth. Through our partnerships with these organizations, in recent years,
our employees have committed significant time and resources to support children and young adults, including through
personal donations, fundraising, and volunteer work.
As of December 31, 2025, we had 93 employees, none represented by a labor union.
Additional information regarding our human capital programs and initiatives will be included in our definitive Proxy Statement
for our 2026 Annual Meeting of Stockholders and is currently available under the “Corporate Responsibility” section of our
website at www.stagindustrial.com. However, the information located on, or accessible from, our website is not, and should not
be deemed to be, part of this report or incorporated into any other filing that we submit to the SEC.
Our Corporate Structure
STAG Industrial, Inc. was incorporated in Maryland on July 21, 2010. Shares of our common stock are publicly traded on the
NYSE New York Stock Exchange (“NYSE”) under the symbol “STAG.”
Our Operating Partnership was formed as a Delaware limited partnership on December 21, 2009. We own all of our properties
and conduct substantially all of our business through our Operating Partnership. We are the sole member of the sole general
partner of our Operating Partnership. As of December 31, 2025, we owned approximately 98.1% of the common units of
limited partnership interest in our Operating Partnership (“common units”), and our current and former executive officers,
directors, employees and their affiliates, and third parties owned the remaining 1.9%. The common units are not publicly
traded, but each common unit receives the same distribution as a share of our common stock, the value of each common unit is
tied to the value of a share of our common stock, and each common unit, after one year, generally may be redeemed (that is,
8
exchanged) for cash in an amount equivalent to the value of a share of our common stock or, if we choose, for a share of
common stock on a one-for-one basis. When redeeming common units for cash, the value of a share of our common stock is
calculated as the average common stock closing price on the NYSE for the 10 trading days immediately preceding the
redemption notice date.
We are structured as an umbrella partnership REIT, also known as an “UPREIT,” with our publicly-traded entity, STAG
Industrial, Inc., operating as the REIT in the UPREIT structure, and our Operating Partnership operating as the umbrella
partnership. This UPREIT structure provides us an opportunity to acquire properties on a tax-deferred basis by issuing common
units in our Operating Partnership in exchange for properties.
The following is a simplified diagram of our UPREIT structure at December 31, 2025.
Additional Information
Our principal executive offices are located at One Federal Street, 23rd Floor, Boston, Massachusetts 02110. Our telephone
number is (617) 574-4777.
Our website is www.stagindustrial.com. Our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current
Reports on Form 8-K and any amendments to any of those reports that we file with the SEC are available free of charge as soon
as reasonably practicable through our website at www.stagindustrial.com. Also posted on our website, and available in print
upon request, are charters of each independent committee of our board of directors, our code of business conduct and ethics and
our corporate governance guidelines. Within the time period required by the SEC, we will post on our website any amendment
to the code of business conduct and ethics and any waiver applicable to any executive officer, director or senior financial
officer. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a
part of, this report or any other report or document we file with or furnish to the SEC.
9
Public stockholders
(including officers
and directors)
STAG Industrial, Inc.
(the “REIT”)
NYSE: STAG
STAG Industrial
GP, LLC
Third parties
(including officers
and directors)
STAG Industrial
Operating Partnership, L.P.
(the “Operating Partnership”)
Property subsidiaries
Limited Partner
Limited Partner
100%
1% General Partner
100%
97.1%
1.9%
All reports, proxy and information statements and other information we file with the SEC are also available free of charge
through the SEC’s website at www.sec.gov.
Item 1A. Risk Factors
The following risk factors and other information included in this report should be carefully considered. The risks and
uncertainties described below are not the only risks we face. Additional risks and uncertainties not presently known to us or that
we may currently deem immaterial also may impair our business operations.
Risks Related to Our Business and Operations
Adverse economic conditions may adversely affect our operating results and financial condition.
Our operating results and financial condition may be affected by market and economic challenges and uncertainties, which may
result from a general economic downturn experienced by the nation as a whole, by the local economies where our properties are
located or our tenants conduct business, or by the real estate industry, including the following: (i) poor economic conditions
may result in tenant defaults under leases and extended vacancies at our properties; (ii) re-leasing may require concessions or
reduced rental rates under the new leases due to reduced demand; (iii) adverse capital and credit market conditions may restrict
our operating activities; and (iv) constricted access to credit may result in tenant defaults, non-renewals under leases or inability
of potential buyers to acquire properties held for sale.
Also, to the extent we purchase real estate in an unstable market, we are subject to the risk that if the real estate market ceases to
attract the same level of capital investment in the future, or the number of companies seeking to acquire properties decreases,
the value of our investments may not appreciate or may decrease significantly below the amount we paid for these investments.
Our operating results and financial condition could be negatively affected to the extent that an economic slowdown or downturn
is prolonged or becomes more severe.
Inflation, rising interest rates, and developments that affect the financial services industry, may adversely affect our
business, financial condition and results of other operations.
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 revenue. To the extent our
exposure to interest rates is not eliminated through interest rate swaps or other 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 properties, the market
price of our common stock, our ability to raise equity capital on favorable terms, and our future business plans and growth. In
addition, 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 financial
services industry or financial markets, or concerns or negative expectations about the prospects for the financial services
industry.
Trade policies, tariffs and related government actions may cause a decline in economic activity and have a material adverse
impact on our business.
The U.S. government indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or
potentially terminate, certain existing trade agreements and treaties with foreign countries, and has made proposals and taken
actions related thereto. During 2025, new tariffs were imposed in the United States for imports from a broad range of countries
and on certain materials. Several countries also implemented or proposed retaliatory tariffs on imports from the United States
and introduced additional trade barriers. Further governmental actions related to the imposition of tariffs or other trade barriers
by the United States or foreign countries or changes to international trade agreements or policies, or uncertainty related to any
such actions, could further increase costs, decrease margins, reduce the competitiveness of products and services offered by our
current and future tenants and adversely affect the revenues and profitability of our tenants whose businesses rely on goods
imported from such impacted jurisdictions. Such action, changes or uncertainty could also increase the costs and decrease
margins on our development or expansion projects. Any of these impacts could have a material adverse effect on the businesses
of our current and future tenants as well as on our business, financial condition and results of operations.
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Our investments are in the industrial real estate sector, and we would be adversely affected by an economic downturn in that
sector.
As of December 31, 2025, 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 are subject to geographic and industry concentrations that make us susceptible to adverse events with respect to certain
markets and industries.
We are subject to certain geographic and industry concentrations with respect to our properties. As a result of these
concentrations, any adverse event or downturn in local economic conditions or industry conditions, changes in state or local
governmental rules and regulations, acts of nature, epidemics, pandemics or other public health crises and actions taken in
response thereto, and other factors affecting these markets or industries could adversely affect us and our tenants operating in
those markets or industries. If any tenant is unable to withstand such adverse event or downturn or is otherwise unable to
compete effectively in its market or business, it may be unable to meet its rental obligations, seek rental concessions, be unable
to enter into new leases or forced to declare bankruptcy and reject our leases, which could materially and adversely affect us.
We have owned many of our properties for a limited time, and we may not be aware of their characteristics or deficiencies.
Of the properties in our portfolio at December 31, 2025, 159 buildings totaling approximately 29.3 million rentable square feet
have been acquired in the past five years. These properties may have characteristics or deficiencies unknown to us that could
affect their valuation or revenue potential and such properties may not ultimately perform up to our expectations. We cannot
assure you that the operating performance of the properties will not decline under our management.
Our growth depends, in part, upon acquisitions of properties, and we may be unable to consummate acquisitions on
advantageous terms and acquisitions may not perform as we expect.
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 may be constrained by numerous factors, including our ability to
negotiate and execute a mutually-acceptable definitive purchase and sale 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 investors, including other
public 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.
We may face risks associated with acquiring properties in unfamiliar markets.
We have acquired, and may continue to acquire, properties in markets that are new to us. When we acquire properties located in
these markets, we face risks associated with a lack of market knowledge or understanding of the local economy (including that
competitors and counterparties may have much greater knowledge and understanding), forging new business relationships in
the area and unfamiliarity with local government and laws.
A significant portion of our properties have leases that expire in the next two years and we may be unable to renew leases,
lease vacant space or re-lease space on favorable terms.
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. As of
December 31, 2025, leases with respect to approximately 21.8% (excluding month-to-month leases) of our total annualized
base rental revenue will expire before December 31, 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
11
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 an extended 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 face significant competition for tenants, which may negatively impact the occupancy and rental rates at our properties.
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.
Default by one or more of our tenants could materially and adversely affect us, and bankruptcy laws limit our remedies in
the event of a tenant default.
The success of our tenants in operating their businesses will continue to be impacted by many current economic challenges,
which impact their cost of doing business, including, but not limited to, availability of financing, inflation, labor shortages,
supply chain constraints and increasing energy prices and interest rates. Additionally, macroeconomic and geopolitical risks
create challenges that may exacerbate current market conditions (including financial and credit market conditions) in the United
States. Any of our tenants may experience an adverse event or downturn in its business or disruptions in liquidity sources at any
time that may significantly weaken its financial condition or cause its failure. As a result, such a tenant may fail to make rental
payments when due, decline to extend or renew its lease upon expiration and/or declare bankruptcy and reject our lease. The
default, financial distress or bankruptcy of a tenant could cause interruptions in the receipt of rental revenue and/or result in a
vacancy, which is, in the case of a single-tenant property, likely to result in the complete reduction in the operating cash flows
generated by the property and may decrease the value of that property. In addition, a majority of our leases generally require the
tenant to pay all or substantially all of the operating expenses associated with the ownership of the property, such as utilities,
real estate taxes, insurance and routine maintenance. Following a vacancy at a single-tenant property, we will be responsible for
all of the operating costs at such property until it can be re-let, if at all.
The bankruptcy or insolvency of a tenant could diminish the income we receive from that tenant’s lease and we may not be able
to evict a tenant solely because of its bankruptcy filing. On the other hand, a bankruptcy court might authorize the tenant to
terminate its lease with us. If that happens, our claim against the bankrupt tenant for unpaid future rent would be an unsecured
pre-petition claim, subject to statutory limitations, and therefore such amounts received in bankruptcy are likely to be
substantially less than the remaining rent we otherwise were owed under the lease. In addition, any claim we have for unpaid
past rent could be substantially less than the amount owed.
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.
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.
Risks Related to Our Organization and Structure
Our growth depends, in part, on external sources of capital, which are outside of our control and affect our ability to
finance acquisitions, take advantage of strategic opportunities, satisfy debt obligations and make distributions to
stockholders.
In order to maintain our qualification as a REIT, we are generally required under the Code to annually distribute at least 90% of
our net taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In
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addition, we will be subject to federal income tax at regular corporate rates to the extent that we distribute less than 100% of our
net taxable income, including any net capital gains. Because of these requirements, we may not be able to fund all future capital
needs, including acquisition financing, from operating cash flow and may rely on third-party sources to fund some of our
capital needs. Our access to third-party sources of capital depends, in part, on general market conditions, the market’s
perception of our growth potential, our current debt levels, our current and expected future earnings, our cash flow and
distributions and the market price of our common stock. If we cannot raise equity or obtain financing from third-party sources
on favorable terms, or at all, we may not be able to acquire properties when opportunities exist, meet the capital and operating
needs of our existing properties or satisfy our debt service obligations. To the extent that capital is not available to acquire
properties, profits may not be realized or their realization may be delayed, which could result in an earnings stream that is less
predictable than some of our competitors or a failure to meet our projected earnings and distributable cash flow levels in a
particular reporting period. Further, in order to meet the REIT distribution requirements and avoid the payment of income and
excise taxes, we may need to borrow funds on a short-term basis even if the then-prevailing market conditions are not favorable
for these borrowings. These short-term borrowing needs could result from differences in timing between the actual receipt of
cash and inclusion of income for federal income tax purposes or the effect of non-deductible capital expenditures, the creation
of reserves, certain restrictions on distributions under loan documents or required debt or amortization payments.
Our bylaws contain exclusive forum provisions for certain types of actions, which could limit our stockholders’ ability to
bring a claim in a judicial forum that the stockholders believe is a more favorable judicial forum.
Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, any state court of competent
jurisdiction in the State of Maryland, or, if such state courts do not have jurisdiction, the United States District Court located
within the State of Maryland will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative
action or proceeding brought on our behalf, other than actions arising under federal securities laws, (ii) any Internal Corporate
Claim, as such term is defined in the Maryland General Corporation Law (the “MGCL”), and any action or proceeding
asserting any Internal Corporate Claim, including, without limitation, (a) any claim based on an alleged breach of any duty
owed by any of our directors, officers, employees or agents to us or to our stockholders, or (b) any claim against us or any of
our directors, officers, employees, or agents arising pursuant to any provision of the MGCL or our charter or bylaws, or (iii) any
other action asserting a claim against us or any of our directors, officers, employees, or agents that is governed by the internal
affairs doctrine. Furthermore, our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the
federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive
forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. This provision may limit a
stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is more favorable for disputes against us
or our directors, officers, employees, or agents, which may discourage such lawsuits against us and our directors, officers,
employees, and agents.
Certain provisions of our governing documents and Maryland law may delay or prevent a transaction or a change of control
that might be in the best interest of stockholders.
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. 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
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 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
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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 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.
Our board of directors can take many actions without stockholder approval.
The authority of our board of directors to oversee our operations and determine major corporate policies 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.
Our rights and the rights of our stockholders to take action against our directors and officers are limited.
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
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, 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 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.
Our fiduciary duties as sole member of the general partner of our Operating Partnership could create conflicts of interest,
which may impede business decisions that could benefit our stockholders.
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 terms of any sale or refinancing of certain properties, or whether to sell or refinance such properties at
all.
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We are subject to financial reporting and other requirements for which our accounting, internal audit and other systems
and resources may not be adequately prepared and we may not be able to accurately report our financial results.
We are subject to reporting and other obligations under the Exchange Act, including the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002. Section 404 requires annual management assessments of the effectiveness of our internal controls
over financial reporting and a report by our independent registered public accounting firm addressing these assessments. These
reporting and other obligations place significant demands on our management, administrative, operational, internal audit and
accounting resources and cause us to incur significant expenses. We may need to upgrade our systems, implement additional
financial and management controls and procedures, expand our internal audit function, or hire additional accounting, internal
audit and finance staff. Any failure to maintain effective internal controls could have a material adverse effect on our business,
operating results and market prices of our securities.
Risks Related to Ownership of Our Common Stock
The market price and trading volume of our common stock may be volatile.
The market price for our common stock has experienced significant price and volume fluctuations, often without regard to our
operating performance. If the market price of our common stock declines significantly, you may be unable to sell your shares at
or above the price at which you acquired them. A number of factors could negatively affect the market price or trading volume
of our common stock, many of which are out of our control, including:
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actual or anticipated variations in our quarterly operating results or those of our competitors;
•
publication of research reports about us, our competitors, our tenants or the real estate industry;
•
changes in our distribution policy;
•
increases in market interest rates that lead purchasers of our shares to demand a higher yield;
•
the market’s perception of equity investments in REITs and changes in market valuations of similar REITs;
•
difficulties or inability to access capital or extend or refinance existing debt or an adverse market reaction to any
increased indebtedness we incur in the future;
•
a change in credit ratings issued by analysts or nationally recognized statistical rating organizations;
•
additions or departures of key management personnel;
•
actions by institutional stockholders or speculation in the press or investment community; and
•
general U.S. and worldwide market and economic conditions.
The cash available for distribution to stockholders may not be sufficient to make distributions at expected levels, nor can we
assure you of our ability to make distributions in the future.
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, operating results, operating expenses, financial
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.
The number of shares of our common stock available for future sale, and future offerings of debt or equity securities may be
dilutive to existing stockholders and adversely affect the market price of our common stock.
Our ability to execute our business strategy depends on our access to an appropriate blend of equity and 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. 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
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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. We 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.
We have in the past entered, and may in the future enter, into forward sale transactions that subject us to certain risks.
We have previously entered into forward sale agreements and may in the future enter into additional forward sale agreements,
including under our ATM common stock offering program, that subject us to certain risks. The future issuance of any shares of
common stock upon settlement of any forward sale agreement will result in dilution to our earnings per share, return on equity,
and dividends per share. The purchase of common stock in connection with the unwinding of the forward purchaser’s hedge
position could cause our stock price to increase (or prevent a decrease) over such time, thereby increasing the amount of cash
we would owe (or decreasing the amount of cash owed to us) upon a cash settlement. In addition, pursuant to each forward sale
agreement, the relevant forward purchaser will have the right to accelerate the settlement of the forward sale agreement in
connection with certain specified events. In such cases, we could be required to settle that particular forward sale agreement and
issue common stock irrespective of our capital needs.
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. 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 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.
General Real Estate Risks
Our performance is subject to general economic conditions and risks associated with our real estate assets.
Our investment returns depend on the amount of income earned and capital appreciation generated by our properties, as well as
the expenses incurred in connection with our 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 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:
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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;
•
tenant turnover, the attractiveness of our properties to potential tenants and changes in supply of, or demand for,
similar or competing properties in an area (including from general overbuilding or excess supply in the market);
•
technological changes, such as reconfiguration of supply chains, autonomous vehicles, drones, robotics, 3D printing,
online marketplaces for industrial space, or other developments;
•
our ability to control rental rates and changes in operating costs and expenses, including costs of compliance with tax,
real estate, environmental and zoning laws, rules and regulations and our potential liability thereunder;
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changes in the cost or availability of insurance, including coverage for mold or asbestos;
•
unanticipated changes in costs associated with environmental conditions or retained liabilities for such conditions;
•
periods of high interest rates and tight money supply;
•
future terrorist attacks that result in a decline in economic activity, which could reduce the value of our properties, and
may adversely affect our tenants’ business and their ability to continue to honor their existing lease; and
•
disruptions in the global supply chain caused by political, regulatory or other factors, including geopolitical
developments outside the United States.
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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 Russia, disruption in the
Middle East and instability in 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.
We are subject to risks associated with development of real estate.
We engage in development of new industrial properties, as well as redevelopment and expansion of existing properties, which
involve risks in addition to the general risks associated with real estate assets, including delays or failure to obtain required
zoning, land use, building, occupancy, entitlement or other governmental approvals; construction delays and cost overruns due
to labor, materials, supply chain or other issues; nonperformance, insolvency or disputes involving development partners,
general contractors or subcontractors; misjudging tenant demand, achievable rental rates, competitive supply or other local
market conditions; lower-than-expected lease-up, rents or occupancy; design or construction defects leading to remediation
costs, liability or code noncompliance; extended periods of limited or negative cash flow before stabilization; and the need to
fund additional costs from corporate cash or debt, reducing funds available for other purposes and distributions.
Real estate investments are not as liquid as other types of investments.
The lack of liquidity in real estate investments may limit our ability to vary our portfolio and react promptly to changes in
economic or other conditions. In addition, significant expenditures associated with real estate investments, such as mortgage
payments, real estate taxes and maintenance costs, are generally not reduced when circumstances cause a reduction in income
from the investments. We intend to comply with the safe harbor rules relating to the number of properties that can be sold each
year, the tax basis and the costs of improvements made to such sale properties, and other items that enable a REIT to avoid
punitive taxation on property sales. Thus, our ability at any time to sell properties or contribute properties to real estate funds or
other entities in which we have an ownership interest may be restricted.
Uninsured losses may adversely affect your returns.
There are certain losses, including losses from floods, earthquakes, acts of war, acts of terrorism or riots, that are not generally
insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so.
In addition, changes in the cost or availability of insurance could expose us to uninsured casualty losses. In the event that any of
our properties incurs a casualty loss that is not fully covered by insurance, the value of our assets will be reduced by the amount
of any such uninsured loss, we could experience a significant loss of invested capital and potential revenue in the property, we
could remain obligated under any recourse debt associated with the property, and we may have no source of funding to repair or
reconstruct the damaged property. Moreover, we may be liable for our Operating Partnership’s unsatisfied recourse obligations,
including any obligations incurred by our Operating Partnership as the general partner of joint ventures.
Environmentally hazardous conditions may adversely affect our operating results.
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. 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.
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Some of our properties contain asbestos-containing building materials. Environmental laws require owners of buildings
containing asbestos properly manage and maintain the asbestos, adequately inform or train those who may come into contact
with asbestos and undertake special precautions in the event that asbestos is disturbed during building renovation or demolition.
These laws may impose fines and penalties on owners who fail to comply with these requirements and may allow third parties
to seek recovery from owners for personal injury associated with exposure to asbestos. In addition, some of our properties
contain, or may have contained, or are adjacent to or near other properties that have contained or currently contain, underground
storage tanks used to store petroleum products and other hazardous or toxic substances, which create a potential for the release
of petroleum products or other hazardous or toxic substances. We also own properties that are on or are adjacent to or near
other properties upon which other persons, including former owners or tenants of our properties, have engaged, or may in the
future engage, in activities that may release petroleum products or other hazardous or toxic substances.
While we typically obtain a preliminary Phase I environmental site assessment before acquiring a property, this 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 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.
We are exposed to the potential impacts of future climate change and climate change-related risks.
If the frequency of extreme weather events, such as severe storms, floods or wildfires, 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. 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. 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.
Compliance or failure to comply with the ADA and other regulations could result in substantial costs.
Under the ADA, places of public accommodation must meet certain federal requirements related to access and use by disabled
persons. Noncompliance with these requirements could result in additional costs to attain compliance, the imposition of fines by
the federal government or the award of damages or attorney’s fees to private litigants. If we are required to make unanticipated
expenditures to comply with the ADA or other regulations, including removing access barriers, then our cash flows and cash
available for distribution may be adversely affected. In addition, changes to the requirements set forth in the ADA or other
regulations or the adoption of new requirements could require us to make significant unanticipated expenditures.
The ownership of properties subject to ground leases exposes us to certain risks.
We currently own and may acquire additional properties subject to ground leases, or leasehold interests in the land underlying
the building. As lessee under a ground lease, we are exposed to the possibility of losing the property upon expiration, or an
earlier breach by us, of the ground lease. Our ground leases may also contain provisions that limit our ability to sell the property
or require us to obtain the consent of the landlord in order to assign or transfer our rights and obligations under the ground lease
in connection with a sale of the property, which could adversely impact the price realized from any such sale. We also own
properties that benefit from payment in lieu of tax (“PILOT”) programs or similar programs through leasehold interests with the
relevant municipality serving as lessor. While we have the right to purchase the fee interests in these properties for a nominal
purchase price, in the event of such a conversion, any preferential tax treatment offered by the PILOT programs will be lost.
We may be unable to sell properties, including as a result of uncertain market conditions.
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, we cannot assure
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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 required to correct defects or to make improvements before a property can be
sold.
Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-
venturers’ financial condition and disputes between us and our co-venturers.
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. Under
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.
Risks Related to Our Debt Financings
Our operating results and financial condition could be adversely affected if we are unable to make payments on our debt.
Our charter and bylaws do not limit the amount of indebtedness we may incur, and we are subject to risks normally associated
with debt financing, including the risk that our cash flows will be insufficient to meet required payments of principal and
interest. There can be no assurance that we will be able to refinance any maturing indebtedness, that such refinancing would be
on terms as favorable as the terms of the maturing indebtedness or that we will be able to otherwise obtain funds by selling
assets or raising equity to make required payments on maturing indebtedness. In particular, loans obtained to fund property
acquisitions may be secured by first mortgages on such properties. If we are unable to make our debt service payments as
required, a lender could foreclose on the properties securing its debt, which would cause us to lose part or all of our investment.
Certain of our existing secured indebtedness is, and future secured indebtedness may be, cross-collateralized and, consequently,
a default on this indebtedness could cause us to lose part or all of our investment in multiple properties.
Increases in interest rates could increase our required debt payments and adversely affect our ability to make distributions to
stockholders.
As of December 31, 2025, we had total outstanding debt of approximately $3.3 billion, including approximately $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 SOFR (as 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 loan covenants could limit our flexibility and adversely affect our financial condition and ability to make distributions.
Our existing mortgage note 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
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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 our existing debt.
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.
Our hedging strategies may not be successful in mitigating our risks associated with interest rates.
Our various derivative financial instruments involve certain risks, such as the risk that the counterparties fail to honor their
obligations, that these arrangements may not be effective in reducing our exposure to interest rate changes, and that a court
rules that such agreements are not legally enforceable. In addition, the nature, timing and costs of hedging transactions may
influence the effectiveness of our hedging strategies. Poorly designed strategies or improperly executed transactions could
actually increase our risk and losses. We cannot assure you that our hedging strategies and derivative financial instruments will
adequately offset the risk of interest rate volatility or that such instruments will not result in losses that may adversely impact
our financial condition.
Adverse changes in our credit ratings could negatively affect our financing activity.
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, 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.
U.S. Federal Income Tax Risks
Failure to qualify as a REIT would reduce our net earnings available for investment or distribution.
Our qualification as a REIT will depend upon our ability to meet requirements regarding our organization and ownership,
distributions of our income, the nature and diversification of our income and assets and other tests imposed by the Code. If we
fail to qualify as a REIT for any taxable year after electing REIT status, we will be subject to federal income tax on our taxable
income at regular corporate rates. In addition, we would generally be disqualified from treatment as a REIT for the four taxable
years following the year in which we failed to qualify as a REIT. Losing our REIT status would reduce our net earnings
available for investment or distribution to stockholders because of the additional tax liability. In addition, dividends to
stockholders would no longer qualify for the dividends-paid deduction and we would no longer be required to make
distributions. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable
tax.
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Even if we maintain our qualification as a REIT for federal income tax purposes, we may be subject to other tax liabilities
that reduce our cash flow and our ability to make distributions to stockholders.
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, and (v) our TRS will be subject to federal, state and local
income tax at regular corporate rates on any income that it earns.
REIT distribution requirements could adversely affect our ability to execute our business plan.
From time to time, we may generate taxable income greater than our income for financial reporting purposes, or our taxable
income may be greater than our cash available for distribution to stockholders. If we do not have other funds available in these
situations, we could be required to borrow or raise equity on unfavorable terms, sell investments at disadvantageous prices,
make taxable distributions of our stock or debt securities or find another alternative source of funds to distribute enough of our
taxable income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a
particular year. These alternatives could increase our costs or reduce the value of our equity. In addition, to maintain our
qualification as a REIT, we must satisfy certain tests on an ongoing basis concerning, among other things, the sources of our
income, nature of our assets and the amounts we distribute to our stockholders. We may be required to make distributions to
stockholders at times when it would be more advantageous to reinvest cash in our business or when we do not have funds
readily available for distribution. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the
basis of maximizing profits and the value of our stockholders’ investment.
Re-characterization of sale-leaseback transactions may cause us to lose our REIT status.
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 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.
The prohibited transactions tax may limit our ability to engage in certain transactions.
A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are dispositions
of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although a
safe harbor to the characterization of a disposition as a prohibited transaction is available, we cannot assure you that we can
comply with the safe harbor or that we will avoid owning property that may be characterized as held primarily for sale to
customers in the ordinary course of business. Consequently, we may choose not to engage in certain dispositions or may
conduct such dispositions through a TRS.
We may be subject to adverse legislative or regulatory tax changes.
Federal income taxation rules are constantly under review by the IRS, the U.S. Department of the Treasury and persons
involved in the legislative process. Changes to tax laws, with or without retroactive application, through new legislation,
Treasury Regulations, administrative interpretations or court decisions could adversely affect us or our stockholders, including
by negatively affecting our ability to qualify as a REIT or the federal income tax consequences of such qualification, or
reducing the relative attractiveness of an investment in a REIT compared to a corporation not qualified as a REIT. We cannot
predict the long-term effect of future law changes on us or our stockholders.
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Other General Risks
We face risks associated with system failures through security breaches or cyber-attacks, as well as other significant
disruptions of our information technology (“IT”) networks and related systems.
We face risks associated with security breaches, cyber-attacks, and other 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 have increased. We may be unable to identify, investigate or remediate cyber events or incidents because attackers are
increasingly using sophisticated techniques and tools that can avoid detection, circumvent security controls, and even remove or
obfuscate forensic evidence. There can be no assurance that our security measures 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 ability 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, (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 generally. Our use of new technologies, including tools that harness generative artificial intelligence and other
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.
We depend on key personnel; the loss of their full service could adversely affect us.
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 is dependent on the competitive nature of the
employment market. 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, 2025, we have not obtained and do not expect to obtain key man life insurance. We also believe 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.
Our compensation plans may not be tied to or correspond with our improved financial results or the market prices for our
securities, which may adversely affect us.
The compensation committee of our board of directors has significant discretion in structuring our 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.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Introduction
We recognize the importance of maintaining the trust and confidence of our tenants, business partners and employees with
respect to the integrity of our IT network and related systems. We seek to address cybersecurity risks and preserve the
confidentiality, security and availability of the information collected and stored on our IT networks and related systems through
a comprehensive approach focused on (i) identifying, evaluating and managing our cybersecurity risks, (ii) preventing or
mitigating potential threats, and (iii) responding appropriately to security breaches, cyber-attacks, IT network failures and other
incidents, if and when they occur. While risk management is primarily the responsibility of our senior management team, our
board of directors plays a role in overseeing our cybersecurity risk management program. Our board of directors administers
this oversight function directly and with support from its audit committee, which has been delegated the responsibility to
evaluate our major financial risks, including our policies and practices to govern the process by which risk assessment and
management is undertaken.
22
As of the date of this report, we are not aware of any cybersecurity threats, including as a result of any prior cybersecurity
incidents, that have materially and adversely affected the Company (including our business strategy, results of operations or
financial condition), nor, in our view, are such threats currently reasonably likely to materially and adversely affect the same.
For additional information regarding our cybersecurity risks, see “Item 1.A. Risk Factors—Other General Risks—We face risks
associated with system failures through security breaches or cyber-attacks, as well as other significant disruptions of our
information technology (“IT”) networks and related systems” above.
Risk Management and Strategy
Our cybersecurity risk management program is focused on the key areas below:
•
Governance. In fulfilling its oversight responsibility, our board of directors receives regular reports from our senior
management team on our cybersecurity risks and exposures, infrastructure and countermeasures, and other monitoring,
testing and recovery systems.
•
Collaborative Approach. We use a comprehensive, cross-departmental approach for identifying, evaluating,
preventing and/or mitigating cybersecurity threats and incidents, and have implemented controls and procedures that
provide for the prompt escalation of significant cybersecurity incidents so that decisions regarding reporting and public
disclosure of such incidents can be made in a timely manner.
•
Technical Safeguards. We deploy technical safeguards intended to protect our IT networks and related systems from
cybersecurity threats, including firewalls, intrusion prevention, detection and isolation systems, anti-virus and malware
functionality, backup functionality, and access controls. These technical safeguards are regularly evaluated and
improved through vulnerability assessments, network penetration testing and threat intelligence, including by third-
party consultants, who also continually monitor our information security. Any significant developments related to our
technical safeguards, including any material results of any vulnerability assessments or network penetration testing, are
reported to our board of directors, and we adjust our cybersecurity risk management policies and practices as
necessary.
•
Management of Third-Party Risks. We use a risk-based approach to evaluating cybersecurity risks presented by third
parties, such as vendors, service providers, and external users of our IT networks and related systems, as well as risks
related to our use of third-party systems that could adversely affect our business in the event of a cybersecurity
incident centered on those systems.
•
Education and Awareness. We provide regular, mandatory cybersecurity training for our employees to help them
identify and avoid potential cybersecurity threats and understand our policies and guidelines related to our IT network
and related systems. As part of this training program, we regularly test our employees for information security
awareness, including through random electronic communications designed to simulate how a threat actor might
attempt to compromise our IT network and related systems.
•
Cybersecurity Insurance. We carry comprehensive cyber liability insurance coverage that covers us against claims
related to certain first-party and third-party losses, including data restoration costs and crisis management expenses,
subject to the policy’s coverage conditions and limitations.
Governance
Our board of directors, together with the audit committee of our board of directors, oversees our cybersecurity risk management
program. In addition, the audit committee is responsible for reviewing with management the effectiveness of our internal
control structure and procedures for financial reporting systems, including, among other things, our internal controls designed
to assess, identify, and manage material risks from cybersecurity threats.
On regular basis, our board of directors receives a presentation on cybersecurity risks from our senior management team, which
may, depending on relevance at the time of the report, address topics such as prevailing cybersecurity threats, vulnerability
assessments and/or network integrity testing, infrastructure and practice updates, and other considerations applicable to our IT
network and related systems and other third-party systems.
23
Members of management work collaboratively to develop and implement policies, practices and procedures to protect our IT
networks and related systems from cybersecurity threats and to respond appropriately and timely to any cybersecurity incidents.
The members of management involved in our cybersecurity risk management include our Vice President–Information
Technology, our General Counsel, our Chief Accounting Officer, our Senior Vice President–Data and Technology, and our
Vice President–Financial Reporting and Accounting. Through ongoing communications from employees in each of our Data,
Analytics and Technology and Information Technology departments, such members of management monitor our assessment of
material cybersecurity risks, our prevention and detection of cybersecurity threats, and, if a cybersecurity incident were to
occur, our mitigation and remediation of such incident.
We believe the members of our management team involved in assessing and managing material cybersecurity risks have the
experience needed to perform their duties, including through education, certification, work experience or a combination thereof.
For example, our Vice President–Information Technology has approximately 27 years of IT experience in various roles, the
majority of which has been at publicly-reporting real estate companies. In addition, the other members of our management team
identified above have from 16 years to 31 years of work experience managing risks or control environments, including
experience at the Company and other professional businesses, or, as third-party advisors, helping businesses manage risks or
control environments.
Item 2. Properties
As of December 31, 2025, we owned the properties in the following table.
Alabama
Birmingham
4
362,916
Montgomery
1
332,000
Moody
1
595,346
Phenix City
1
117,568
Arkansas
Bryant
1
300,160
Rogers
1
400,000
Arizona
Avondale
1
186,643
Chandler
1
104,352
Gilbert
1
41,504
Mesa
1
71,030
Phoenix
1
80,000
Tucson
1
129,047
California
Fresno
2
640,270
Hollister
1
175,325
Lodi
1
400,340
McClellan
1
160,534
Menifee
2
157,146
Morgan Hill
2
107,126
Rancho Cordova
2
106,718
Roseville
1
114,597
Sacramento
8
976,557
San Diego
1
205,440
Stockton
3
263,716
West Sacramento
2
291,780
Colorado
Grand Junction
1
82,800
Johnstown
1
132,194
Longmont
1
64,750
Loveland
2
195,674
Connecticut
East Windsor
2
271,111
Milford
2
367,700
North Haven
3
824,727
Wallingford
1
105,000
State
City
Number of Buildings
Total Rentable Square Feet
24
Delaware
New Castle
1
485,987
Florida
Daytona Beach
1
142,857
Fort Myers
1
260,620
Gibsonton
2
298,466
Jacksonville
5
1,256,750
Lake Worth
3
199,916
Lakeland
1
215,280
Orlando
2
370,900
Tampa
1
78,560
West Palm Beach
1
112,353
Georgia
Atlanta
1
175,532
Augusta
1
203,726
Buford
1
103,720
Dallas
1
92,807
Forest Park
1
373,900
LaGrange
1
323,368
Lithonia
1
210,858
Norcross
1
152,036
Savannah
1
504,300
Smyrna
1
102,150
Statham
1
225,692
Stone Mountain
1
78,000
Iowa
Ankeny
2
400,968
Council Bluffs
1
90,000
Des Moines
2
301,381
Marion
1
95,500
Idaho
Idaho Falls
1
78,690
Illinois
Aurora
1
130,000
Bartlett
1
207,575
Batavia
3
261,318
Belvidere
3
536,960
Buffalo Grove
2
231,964
Carol Stream
1
89,381
Cary
1
79,049
Crystal Lake
4
506,096
Elgin
8
1,372,401
Elmhurst
1
72,499
Gurnee
1
338,740
Harvard
1
126,304
Hodgkins
2
518,109
Itasca
3
311,355
Lisle
1
105,925
Machesney Park
1
80,000
McHenry
2
169,311
Monee
1
621,246
Montgomery
1
584,301
New Lenox
3
506,536
Saint Charles
1
102,000
Sauk Village
1
375,785
Schaumburg
1
67,817
St. Charles
1
115,491
Vernon Hills
1
95,486
Waukegan
1
131,252
West Chicago
7
955,432
West Dundee
1
154,475
Wood Dale
1
137,607
State
City
Number of Buildings
Total Rentable Square Feet
25
Indiana
Elkhart
2
170,100
Fort Wayne
1
108,800
Goshen
1
366,000
Greenwood
1
154,440
Indianapolis
1
78,600
Jeffersonville
2
1,155,832
Lafayette
3
466,400
Lebanon
3
2,230,323
Marion
1
249,920
Portage
2
786,249
South Bend
1
225,000
Whitestown
1
258,000
Yoder
1
764,177
Kansas
Edwardsville
1
270,869
Lenexa
3
581,059
Olathe
2
725,839
Wichita
3
248,550
Kentucky
Bardstown
1
102,318
Danville
1
757,047
Erlanger
1
108,620
Florence
2
641,136
Hebron
1
109,000
Louisiana
Baton Rouge
3
533,230
Shreveport
1
420,259
Massachusetts
Andover
1
60,000
Hudson
1
128,000
Lawrence
1
91,333
Malden
2
109,943
Middleborough
1
80,100
Norton
1
200,000
South Easton
1
86,000
Sterling
1
119,056
Stoughton
2
258,213
Westborough
1
121,700
Wilmington
1
42,919
Woburn
2
96,219
Maryland
Elkridge
1
167,223
Hagerstown
3
1,424,620
Hampstead
1
1,035,249
Hunt Valley
1
46,867
White Marsh
1
103,564
Maine
Biddeford
2
265,126
Gardiner
1
265,000
Portland
1
100,600
Michigan
Belleville
1
160,464
Canton
1
491,049
Chesterfield
4
478,803
Grand Rapids
4
656,262
Holland
1
195,000
Kentwood
3
455,177
Lansing
4
770,425
Livonia
2
285,306
Marshall
1
57,025
State
City
Number of Buildings
Total Rentable Square Feet
26
Novi
3
685,010
Plymouth
1
125,214
Redford
1
138,912
Romulus
2
578,260
Sterling Heights
1
108,000
Walker
1
210,000
Warren
4
981,540
Wixom
1
126,720
Zeeland
1
230,200
Minnesota
Blaine
1
248,816
Bloomington
1
145,351
Brooklyn Park
2
326,720
Carlos
1
196,270
Eagan
1
276,550
Inver Grove Height
1
80,655
Lakeville
1
360,000
Maple Grove
2
207,875
Mendota Heights
2
183,279
New Hope
1
107,348
Newport
1
83,000
Oakdale
2
210,044
Plymouth
3
357,085
Savage
1
244,050
Shakopee
3
458,189
South Saint Paul
1
422,727
St. Paul
1
316,636
Missouri
Berkeley
1
121,223
Earth City
1
116,783
Fenton
1
127,464
Hazelwood
1
305,550
Kansas City
5
1,930,281
O'Fallon
2
186,854
Mississippi
Southaven
1
556,600
North Carolina
Catawba
1
137,785
Charlotte
4
330,629
Durham
2
420,800
Garner
1
150,000
Greensboro
2
261,909
Huntersville
1
185,570
Lexington
1
201,800
Mebane
3
813,133
Mocksville
1
129,600
Mooresville
2
799,200
Mountain Home
1
146,014
Newton
1
217,200
Pineville
1
75,400
Rural Hall
1
250,000
Salisbury
1
288,000
Smithfield
1
307,845
Troutman
1
301,000
Winston-Salem
1
385,000
Youngsville
1
365,000
Nebraska
Bellevue
1
370,000
La Vista
1
178,368
Omaha
5
464,558
State
City
Number of Buildings
Total Rentable Square Feet
27
New Hampshire
Londonderry
1
125,060
New Jersey
Branchburg
1
113,973
Burlington
2
756,990
Franklin Township
1
183,000
Lumberton
1
120,000
Moorestown
3
257,061
Mt. Laurel
1
112,294
Piscataway
1
101,381
Swedesboro
1
123,962
Westampton
1
189,434
New Mexico
Santa Teresa
1
92,325
Nevada
Fernley
1
183,435
Las Vegas
2
157,388
Paradise
2
80,422
Reno
1
87,264
Sparks
2
326,986
New York
Buffalo
1
117,000
Cheektowaga
1
121,760
Gloversville
3
211,554
Johnstown
3
159,427
Rochester
2
252,860
Ronkonkoma
1
64,224
Ohio
Bedford Heights
1
173,034
Boardman
1
176,930
Canal Winchester
3
964,472
Columbus
4
1,486,596
Dayton
1
205,761
Etna
1
1,232,149
Fairborn
1
259,369
Fairfield
2
364,948
Gahanna
1
385,919
Groveport
1
320,657
Hilliard
1
237,500
Macedonia
2
338,297
Maple Heights
1
170,000
Mason
1
116,200
North Jackson
2
518,758
Oakwood Village
1
75,000
Salem
1
271,000
Sharonville
1
215,670
Streetsboro
1
343,416
Strongsville
2
341,561
Toledo
1
177,500
Twinsburg
2
467,689
Union
1
524,160
West Chester
2
967,368
West Jefferson
1
857,390
Oklahoma
Oklahoma City
2
303,740
Tulsa
2
309,600
Oregon
Beaverton
2
121,426
North Plains
1
201,750
Salem
2
155,900
Sherwood
1
99,136
Wilsonville
1
78,000
State
City
Number of Buildings
Total Rentable Square Feet
28
Pennsylvania
Allentown
3
454,784
Burgettstown
1
455,000
Charleroi
1
119,161
Clinton
7
1,532,414
Croydon
1
101,869
Elizabethtown
1
206,236
Export
1
138,270
Hazleton
1
589,580
Imperial
1
315,634
Kulpsville
1
152,625
Lancaster
1
240,528
Langhorne
4
464,474
Lebanon
1
211,358
Mechanicsburg
3
747,256
Muhlenberg Township
1
392,107
New Galilee
1
410,389
New Kensington
1
200,500
New Kingstown
1
330,000
O'Hara Township
1
887,084
Reading
1
248,000
Warrendale
1
179,394
York
5
1,306,834
South Carolina
Columbia
1
185,600
Duncan
3
996,841
Fountain Inn
3
700,343
Gaffney
1
226,968
Goose Creek
1
500,355
Greer
8
1,372,344
Laurens
1
125,000
Piedmont
7
1,387,556
Rock Hill
2
590,520
Simpsonville
3
1,138,494
Spartanburg
10
1,782,945
Summerville
1
88,583
Wellford
2
466,663
West Columbia
7
1,628,028
Tennessee
Chattanooga
3
646,200
Cleveland
1
151,704
Clinton
1
166,000
Jackson
1
267,391
Knoxville
3
441,310
Lebanon
3
704,195
Loudon
1
104,074
Madison
1
418,406
Mascot
2
321,120
Memphis
2
1,331,075
Murfreesboro
3
311,873
Nashville
1
154,485
Vonore
1
342,700
Texas
Arlington
2
290,324
Cedar Hill
1
420,000
Conroe
1
252,662
El Paso
12
2,417,131
Garland
1
253,900
Grapevine
2
202,140
Houston
10
1,412,121
Humble
2
751,450
State
City
Number of Buildings
Total Rentable Square Feet
29
Irving
1
120,900
Katy
2
244,916
Laredo
2
462,658
McAllen
1
301,200
Mission
1
270,084
Rockwall
1
389,546
Socorro
1
254,103
Stafford
1
68,300
Waco
1
66,400
Utah
Salt Lake City
1
172,847
Virginia
Chester
1
100,000
Fredericksburg
1
140,555
Harrisonburg
1
357,673
Independence
1
120,000
N. Chesterfield
1
109,520
Norfolk
1
102,512
Richmond
1
78,128
Washington
Ridgefield
1
141,400
Wisconsin
Appleton
1
152,000
Caledonia
1
53,680
Cudahy
1
128,000
De Pere
1
200,000
DeForest
1
262,521
Delavan
2
146,400
East Troy
1
149,624
Elkhorn
1
78,540
Franklin
1
156,482
Germantown
4
520,163
Hartland
1
121,050
Hudson
1
139,875
Janesville
1
700,000
Kenosha
1
175,052
Madison
2
283,000
Mayville
1
339,179
Mukwonago
2
340,638
Muskego
1
81,230
New Berlin
3
591,035
Oak Creek
2
232,144
Pewaukee
2
288,201
Pleasant Prairie
1
105,637
Sun Prairie
1
427,000
Sussex
1
150,002
West Allis
4
243,478
Yorkville
1
98,151
Total
601
119,974,349
State
City
Number of Buildings
Total Rentable Square Feet
Not reflected in the table above are seven buildings under development.
As of December 31, 2025, one of our 601 buildings was encumbered by mortgage indebtedness totaling approximately $4.1
million (excluding any unamortized deferred financing fees, debt issuance costs, and fair market value premiums or discounts).
See Note 4 in the accompanying Notes to the Consolidated Financial Statements and the accompanying Schedule III for
additional information.
30
Top Markets
The following table summarizes information about the 20 largest markets in our portfolio based on total annualized base rental
revenue as of December 31, 2025.
Top 20 Markets(1)
% of Total
Annualized Base
Rental Revenue
Chicago, IL
8.6 %
Greenville, SC
5.6 %
Minneapolis, MN
4.2 %
Pittsburgh, PA
3.8 %
Columbus, OH
3.7 %
Detroit, MI
3.6 %
South Central, PA
3.2 %
Philadelphia, PA
2.9 %
Boston, MA
2.5 %
Houston, TX
2.4 %
Kansas City, MO
2.4 %
El Paso, TX
2.4 %
Milwaukee, WI
2.2 %
Raleigh, NC
2.1 %
Sacramento, CA
1.9 %
Charlotte, NC
1.9 %
Indianapolis, IN
1.8 %
Cleveland, OH
1.8 %
Cincinnati, OH
1.7 %
Nashville, TN
1.4 %
Total
60.1 %
(1) Market classification based on CBRE-EA industrial market geographies.
Top Industries
The following table summarizes information about the 20 largest tenant industries in our portfolio based on total annualized
base rental revenue as of December 31, 2025.
Top 20 Tenant Industries(1)
% of Total
Annualized Base
Rental Revenue
Air Freight & Logistics
11.4 %
Containers & Packaging
7.2 %
Machinery
6.5 %
Automobile Components
5.9 %
Commercial Services & Supplies
5.7 %
Trading Companies & Distribution (Industrial Goods)
5.2 %
Distributors (Consumer Goods)
4.7 %
Building Products
4.1 %
Consumer Staples Distribution
3.6 %
Broadline Retail
3.4 %
Specialty Retail
3.0 %
Household Durables
2.8 %
Media
2.7 %
Electrical Equipment
2.6 %
Beverages
2.4 %
Food Products
2.4 %
Electronic Equip, Instruments
2.4 %
Ground Transportation
1.9 %
Chemicals
1.9 %
Construction & Engineering
1.8 %
Total
81.6 %
(1) Industry classification based on Global Industry Classification Standard methodology.
31
Top Tenants
The following table summarizes information about the 20 largest tenants in our portfolio based on total annualized base rental
revenue as of December 31, 2025.
Top 20 Tenants(1)
Number of
Leases
% of Total
Annualized Base
Rental Revenue
Amazon
7
2.8 %
Schneider Electric USA, Inc.
3
1.0 %
American Tire Distributors, Inc.
7
0.9 %
Soho Studio, LLC
1
0.8 %
International Paper Company
4
0.8 %
DSV Solutions, LLC
4
0.8 %
CHEP USA
6
0.7 %
KUEHNE+NAGEL INC.
1
0.7 %
Tempur Sealy International Inc
2
0.7 %
The Coca-Cola Company
3
0.7 %
Iron Mountain Information Management
6
0.7 %
Hachette Book Group, Inc.
1
0.7 %
DHL Supply Chain
5
0.6 %
Penguin Random House LLC
1
0.6 %
Penske Truck Leasing Co. LP
3
0.6 %
Kenco Logistic Services, LLC
3
0.6 %
FedEx Corporation
4
0.6 %
WestRock Company
6
0.6 %
Lippert Component Manufacturing
4
0.6 %
Carolina Beverage Group
3
0.6 %
Total
74
16.1 %
(1) Includes tenants, guarantors, and/or non-guarantor parents.
Scheduled Lease Expirations
As of December 31, 2025, our Weighted Average Lease Term was approximately 4.3 years. The following table summarizes
lease expirations for leases in place as of December 31, 2025, plus available space, for each of the ten calendar years beginning
with 2026 and thereafter in our portfolio.
Lease Expiration Year(1)
Number of
Leases
Expiring
Total Rentable
Square Feet
% of Total
Occupied
Square Feet
Total Annualized
Base Rental Revenue
(in thousands)
% of Total Annualized
Base Rental Revenue
Available
—
4,363,980
—
$
—
—
Month-to-month leases
1
113,973
0.1 %
1,057
0.2 %
2026
86
9,356,993
8.1 %
56,786
8.2 %
2027
130
15,950,845
13.8 %
93,814
13.6 %
2028
125
15,445,232
13.4 %
89,713
13.0 %
2029
117
18,455,188
16.0 %
109,093
15.8 %
2030
105
14,895,220
12.9 %
95,229
13.8 %
2031
94
14,681,052
12.7 %
82,357
11.9 %
2032
38
7,218,929
6.2 %
42,991
6.2 %
2033
26
4,358,720
3.8 %
26,057
3.8 %
2034
15
3,534,133
3.0 %
25,142
3.7 %
2035
23
5,950,484
5.1 %
36,823
5.4 %
Thereafter
20
5,649,600
4.9 %
30,422
4.4 %
Total
780
119,974,349
100.0 %
$
689,484
100.0 %
(1)
Leases previously scheduled to expire in 2026, totaling approximately 10.5 million square feet, have been amended to extend their lease expiration date as
of December 31, 2025. These leases are excluded from 2026 expirations and are reflected in the new year of expiration.
32
Item 3. Legal Proceedings
From time to time, we are a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our
business. We are not currently a party, as plaintiff or defendant, to any legal proceedings that, individually or in the aggregate,
would be expected to have a material effect on our business, financial condition or results of operations if determined adversely
to us.
Item 4. Mine Safety Disclosures
Not applicable.
PART II.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Information about our equity compensation plans and other related stockholder matters is incorporated by reference to our
definitive Proxy Statement for our 2026 Annual Meeting of Stockholders.
Market Information
Our common stock is listed on the NYSE and is traded under the symbol “STAG.”
Holders of Our Common Stock
As of February 10, 2026, we had 48 stockholders of record. This figure does not reflect the beneficial ownership of shares held
in the nominee name.
Dividends
To maintain our qualification as a REIT, we must make annual distributions to our stockholders of at least 90% of our taxable
net income (not including net capital gains). Dividends are declared at the discretion of our board of directors and depend on
actual and anticipated cash from operations, our financial condition, capital requirements, the annual distribution requirements
under the REIT provisions of the Code and other factors our board of directors may consider relevant. In January 2026, we
announced a modification to our dividend policy. Beginning in 2026, ordinary dividends, if and when declared, will be declared
and paid quarterly rather than monthly.
Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Equity Securities
During the quarter ended December 31, 2025, the Operating Partnership issued 81,733 common units upon exchange of
outstanding long term incentive plan units issued pursuant to the 2011 Plan. Subject to certain restrictions, common units in the
Operating Partnership may be redeemed for cash in an amount equal to the value of a share of common stock or, at our election,
for a share of common stock on a one-for-one basis.
During the quarter ended December 31, 2025, we issued 85,504 shares of common stock upon redemption of 85,504 common
units in the Operating Partnership held by various limited partners. The issuance of such shares of common stock was either
registered under the Securities Act or effected in reliance upon an exemption from registration provided by Section 4(a)(2)
under the Securities Act and the rules and regulations promulgated thereunder.
All other issuances of unregistered securities during the quarter ended December 31, 2025, if any, have previously been
disclosed in filings with the SEC.
33
Performance Graph
The following graph provides a comparison of the cumulative total return on our common stock with the cumulative total return
on the Standard & Poor’s 500 Index and the MSCI US REIT Index. The MSCI US REIT Index represents performance of
publicly-traded REITs. Returns over the indicated period are based on historical data and should not be considered indicative of
future returns. The graph covers the period from December 31, 2020 to December 31, 2025 and assumes that $100 was invested
in our common stock and in each index on December 31, 2020 and that all dividends were reinvested.
Cumulative Total Return
Based upon an initial investment of $100 on December 31, 2020 with dividends reinvested
$159.07
$111.84
$141.70
$127.02
$143.90
$128.71
$105.40
$133.10
$166.40
$196.16
$100.00
$143.06
$108.00
$122.84
$133.59
$137.53
STAG Industrial, Inc.
Standard & Poor 500
MSCI US REIT Index
12/31/2020
12/31/2021
12/30/2022
12/29/2023
12/31/2024
12/31/2025
$90
$100
$110
$120
$130
$140
$150
$160
$170
$180
$190
$200
$210
$220
$230
This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by
reference into any filing by us under the Securities Act, except as shall be expressly set forth by specific reference in such
filing.
Item 6. Reserved
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our
consolidated financial statements and related notes included elsewhere in this report. For the definitions of certain terms used
in the following discussion, refer to Item 1, “Business - Certain Definitions” included elsewhere in this report.
Overview
We are a REIT focused on the acquisition, ownership, and operation of industrial properties throughout the United States. Our
platform is designed to (i) identify properties for acquisition that offer relative value across CBRE-EA Tier 1 industrial property
types and tenants through the principled application of our proprietary risk assessment model, (ii) provide growth through
34
sophisticated industrial operation and an attractive opportunity set, and (iii) capitalize our business appropriately given the
characteristics of our assets. We are a Maryland corporation and our common stock is publicly traded on the NYSE under the
symbol “STAG.”
We are organized and conduct our operations to maintain our qualification as a REIT under Sections 856 through 860 of the
Code, and generally are not subject to federal income tax to the extent we currently distribute our income to our stockholders
and maintain our qualification as a REIT. We remain subject to state and local taxes on our income and property and to U.S.
federal income and excise taxes on our undistributed income.
Our qualification and taxation as a REIT depend upon our ability to meet on a continuing basis, through actual annual operating
results, qualification tests in the federal income tax laws. Those tests involve the percentage of income that we earn from
specified sources, the percentage of our assets that falls within specified categories, the diversity of our capital stock ownership
and the percentage of our earnings that we distribute.
As of December 31, 2025, we owned 601 buildings in 41 states with approximately 120.0 million rentable square feet. We own
both single- and multi-tenant properties, although the majority of our portfolio is single-tenant.
As of December 31, 2025, our buildings were approximately 96.4% leased, with no single tenant accounting for more than
approximately 2.8% of our total annualized base rental revenue and no single industry accounting for more than approximately
11.4% of our total annualized base rental revenue.
We own all of our properties and conduct substantially all of our business through our Operating Partnership, which we control
and manage. As of December 31, 2025, we owned approximately 98.1% of the common units in our Operating Partnership, and
our current and former executive officers, directors, senior employees and their affiliates, and other third parties owned the
remaining 1.9%.
Factors That May Influence Future Results of Operations
Our ability to increase revenues or cash flow will depend in part on our (i) external growth, specifically acquisition activity, and
(ii) internal growth, specifically occupancy and rental rates on our portfolio. A variety of other factors, including those noted
below, also affect our future results of operations.
Outlook
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 and economic volatility. In 2025, U.S. real gross domestic product (“GDP”) declined 0.5% in the
first quarter before increasing 3.8% and 4.3% in the subsequent two quarters, respectively. Labor conditions are slowing, with
unemployment rising to 4.4% as of December 2025 compared 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 a
higher risk of recession or stagflation. While trade policies and macro-economic conditions continue to evolve and could result
in tighter credit conditions, weakening tenant cash flows, and rising vacancy rates, we believe we will continue to benefit 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
impact U.S. industrial demand. However, given the current uncertainty and events discussed above, our acquisition activity has
continued to slow since 2022 relative to our historical acquisition pace.
Alternatively, demographic/consumer trends, geopolitical uncertainty and recent legislation supporting U.S. infrastructure may
accelerate trends that support stronger long term demand for industrial space, including:
•
the continued growth of e-commerce (as compared to the traditional retail store distribution model) and the
concomitant demand by e-commerce industry participants for well-located, functional distribution space;
•
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
35
•
the general quality of the transportation infrastructure in the United States.
Overall, demand across the industrial market is moderating relative to recent peaks. Vacancy and availability rates are near
historical standards in many markets. The supply pipeline remains active, albeit with lower volume and more notably
concentrated in build-to-suits as speculative construction remains low due to moderating demand and volatile capital markets.
Our portfolio is diversified across geographies, tenant industries and lease terms. We believe that the current economic
environment, while volatile, provides us with an opportunity to demonstrate the strength of our portfolio arising from its
diversification. Specifically, we believe our portfolio should benefit from competitive rental rates and strong occupancy. In
addition to our diversified portfolio, we believe that certain characteristics of our business and capital structure should position
us well in an uncertain environment, including our minimal floating rate debt exposure (taking into account our hedging
activities), strong banking relationships and liquidity, and access to capital.
Conditions in Our Markets
The buildings in our portfolio are located in markets throughout the United States. Positive or negative changes in economic or
other conditions, new supply, adverse weather conditions, natural disasters, epidemics, and other factors in these markets may
affect our overall performance.
Rental Income
We receive income primarily in the form of rental income from the tenants who occupy our buildings. The amount of rental
income generated by the buildings in our portfolio depends principally on occupancy and rental rates.
Future economic downturns or regional downturns affecting our submarkets that impair our ability to renew or re-lease space
and the ability of our tenants to fulfill their lease commitments, as in the case of tenant bankruptcies, could adversely affect our
ability to maintain or increase rental rates at our buildings. Our ability to lease our properties and the attendant rental rate is
dependent upon, among other things, (i) the overall economy, (ii) the supply/demand dynamic in our markets, (iii) the quality of
our properties, including age, clear height, and configuration, and (iv) our tenants’ ability to meet their contractual obligations
to us.
The following table summarizes our Operating Portfolio leases that commenced during the year ended December 31, 2025. Any
rental concessions in such leases are accounted for on a straight-line basis over the term of the lease.
Operating Portfolio
Square
Feet
Cash Basis
Rent Per
Square Foot
Straight-
line Rent
Per Square
Foot
Total Costs
Per Square
Foot(1)
Cash
Rent
Change
Straight-
line Rent
Change
Weighted
Average
Lease Term
(years)
Rental
Concessions
per Square
Foot(2)
Year ended December 31, 2025
New Leases
3,404,696
$
6.45
$
6.75
$
3.54
30.2 %
43.2 %
5.5
$
0.95
Renewal Leases
10,971,964
$
6.09
$
6.46
$
1.41
22.1 %
36.6 %
4.8
$
0.14
Total/weighted average
14,376,660
$
6.17
$
6.53
$
1.92
24.0 %
38.2 %
4.9
$
0.34
(1)
“Total Costs” means the costs for improvements of vacant and renewal spaces, as well as the contingent-based legal fees and commissions for leasing
transactions. Total Costs per square foot represent the total costs expected to be incurred on the leases that commenced during the period and do not
reflect actual expenditures for the period.
(2)
Represents the total rental concessions for the entire lease term.
Additionally, for the year ended December 31, 2025, leases related to the Value Add Portfolio and first generation leasing, with
a total of approximately 2.1 million square feet, are excluded from the Operating Portfolio statistics above.
Property Operating Expenses
Our property operating expenses generally consist of utilities, real estate taxes, management fees, insurance, and site repair and
maintenance costs. For the majority of our tenants, our property operating expenses are controlled, in part, by the triple net
provisions in tenant leases. In our triple net leases, the tenant is responsible for all aspects of and costs related to the building
and its operation during the lease term, including utilities, taxes, insurance, and maintenance costs, but typically excluding roof
and building structure. However, we also have modified gross leases and gross leases, as well as leases with expense caps, in
our building portfolio, which may require us to absorb certain building related expenses of our tenants. In our modified gross
leases, we are responsible for certain building related expenses during the lease term, but most of the expenses are passed
36
through to the tenant for reimbursement to us. In our gross leases, we are responsible for all expenses related to the building and
its operation during the lease term. Our overall performance will be affected by the extent to which we are able to pass-through
property operating expenses to our tenants.
Scheduled Lease Expirations
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
8.2% of our total annualized base rental revenue will expire during the period from January 1, 2026 to December 31, 2026,
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, overall, the rental rates on the respective new leases will be greater than the rates under existing
leases expiring during the period January 1, 2026 to December 31, 2026, thereby resulting in an increase in revenue from the
same space.
Critical Accounting Estimates
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 judgment.
Purchase Price Accounting
We have determined that judgments regarding the allocation of the purchase price of properties based upon the fair value of the
assets acquired and liabilities assumed represents a critical accounting estimate that has the potential to be material in future
periods and has been material in all periods presented in this Form 10-K. As discussed below in “Critical Accounting Policies,”
we allocate the purchase price of properties based upon the fair value of the assets acquired and liabilities assumed, which
generally consist of land, buildings, tenant improvements, mortgage debt assumed, and deferred leasing intangibles, which
includes in-place leases, above market and below market leases, and tenant relationships, and therefore involves subjective
analysis and uncertainty. The process for determining the allocation to these components requires estimates and assumptions,
including rental rates, discount rates, exit capitalization rates, and land value per square foot. We do not believe that the
conclusions we reached regarding the allocation of the purchase price of properties, in the current economic and operating
environment, would result in a materially different conclusion within any reasonable range of assumptions that could have been
applied. As discussed below, we continuously assess our portfolio for the impairment of tangible and intangible rental property
and deferred leasing intangible liabilities.
Rental Property and Deferred Leasing Intangible Liabilities Impairment Assessment
We have determined that judgments regarding the impairment of tangible and intangible rental property and deferred leasing
intangible liabilities represents a critical accounting estimate that has the potential to be material in future periods and has been
material in certain periods presented in this Form 10-K. As discussed below in “Critical Accounting Policies,” we evaluate the
carrying value of all tangible and intangible rental property assets and deferred leasing intangible liabilities (collectively, the
“property”) held for use for possible impairment when an event or change in circumstance has occurred that indicates their
carrying value may not be recoverable. The evaluation includes estimating and reviewing anticipated future undiscounted cash
flows to be derived from the property. If such cash flows are less than the property’s carrying value, an impairment charge is
recognized to the extent by which the asset’s carrying value exceeds the estimated fair value. Estimating future cash flows is
highly subjective and is based in part on assumptions related to anticipated hold period, future occupancy, rental rates, capital
requirements, and exit capitalization rates that could differ from actual results. The discount rate used to present value the cash
flows for determining fair value is also subjective. We do not believe that the conclusions we reached regarding the assessment
of our rental property assets for impairment, in the current economic and operating environment, would result in a materially
different conclusion within any reasonable range of assumptions that could have been applied. Should economic conditions
worsen, and the values of industrial assets decline in future periods, then the assumptions and estimates we may make in future
impairment analyses, and potential future measurement of impairment charges, could be sensitive and could result in a material
change in the range of potential outcomes.
37
Critical Accounting Policies
The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of
accounting policies, including making estimates and assumptions. We base our estimates on historical experience and on
various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported
amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances
relating to various transactions had been different, it is possible that different accounting policies would have been applied
resulting in a different presentation of our financial statements. From time to time, we evaluate our estimates and assumptions.
In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to
reflect more current information. Below is a discussion of accounting policies that we consider critical in that they may require
complex judgment in their application or require estimates about matters that are inherently uncertain.
Rental Property and Deferred Leasing Intangibles
Rental property is carried at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are
expensed as incurred. Significant renovations and betterments that extend the economic useful lives of assets are capitalized.
We capitalize costs directly 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.
For properties classified as held for sale, we cease depreciating and amortizing the rental property and value the rental property
at the lower of depreciated and amortized cost or fair value less costs to dispose. We present those properties classified as held
for sale with any qualifying assets and liabilities associated with those properties as held for sale in the accompanying
Consolidated Balance Sheets.
Using information available at the time of acquisition, we allocate the purchase price of properties acquired based upon the fair
value of the assets acquired and liabilities assumed, which generally consist of land, buildings, tenant improvements, mortgage
debt assumed, and deferred leasing intangibles, which includes in-place leases, above market and below market leases, and
tenant relationships. The process for determining the allocation to these components requires estimates and assumptions,
including rental rates, discount rates and exit capitalization rates, and land value per square foot, as well as available market
information, and therefore involves subjective analysis and uncertainty. The fair value of the tangible assets of an acquired
property considers the value of the property as if it were vacant. The portion of the purchase price that is allocated to above and
below market leases is valued based on the present value of the difference between prevailing market rates and the in-place
rates measured over a period equal to the remaining term of the lease term plus the term of any bargain renewal options. The
purchase price is further allocated to in-place lease values and tenant relationships based on our evaluation of the specific
characteristics of each tenant’s lease and its overall relationship with the respective tenant.
The above and below market lease values are amortized into rental income over the remaining lease term. The value of in-place
lease intangibles and tenant relationships are amortized over the remaining lease term (and expected renewal period of the
respective lease for tenant relationships) as increases to depreciation and amortization expense. The remaining lease terms are
adjusted for bargain renewal options or assumed exercises of early termination options, as applicable. If a tenant subsequently
terminates its lease, any unamortized portion of above and below market leases is accelerated into rental income and the in-
place lease value and tenant relationships are accelerated into depreciation and amortization expense over the shortened lease
term.
The purchase price allocated to deferred leasing intangible assets are included in rental property, net on the accompanying
Consolidated Balance Sheets, and the purchase price allocated to deferred leasing intangible liabilities are included in deferred
leasing intangibles, net on the accompanying Consolidated Balance Sheets under the liabilities section.
In determining the fair value of the debt assumed, we discount the spread between the future contractual interest payments and
hypothetical future interest payments on mortgage debt based on a current market rate. The associated fair market value debt
38
adjustment is amortized through interest expense over the life of the debt on a basis which approximates the effective interest
method.
We evaluate the carrying value of all tangible and intangible rental property assets and deferred leasing intangible liabilities
(collectively, the “property”) held for use for possible impairment when an event or change in circumstance has occurred that
indicates their carrying value may not be recoverable. The evaluation includes estimating and reviewing anticipated future
undiscounted cash flows to be derived from the property. If such cash flows are less than the property’s carrying value, an
impairment charge is recognized to the extent by which the property’s carrying value exceeds the estimated fair value.
Estimating future cash flows is highly subjective and is based in part on assumptions regarding anticipated hold period, future
occupancy, rental rates, capital requirements, and exit capitalization rates that could differ from actual results. The discount rate
used to present value the cash flows for determining fair value is also subjective.
Depreciation expense is computed using the straight-line method based on the following estimated useful lives.
Description
Estimated Useful Life
Building
40 Years
Building and land improvements (maximum)
20 years
Tenant improvements
Shorter of useful life or terms of related lease
Interest in Joint Ventures
We have equity interests in consolidated joint ventures that are primarily engaged in the development and operation of
industrial real estate properties. We evaluated the joint ventures under the variable interest entity (“VIE”) model of
consolidation and determined that the joint ventures are not VIEs. Accordingly, we determined to account for our interest in the
joint ventures under the voting interest model of consolidation, as we have a majority voting interest and financial control.
Control is determined using accounting standards related to the consolidation of joint ventures and VIEs. The evaluation of
control includes a review of the entity’s governing documents and our rights and obligations. In determining whether we have a
controlling financial interest in a joint venture, we consider various factors, including the percentage of voting interests owned,
the ability to direct the activities that most significantly impact the entity’s economic performance, and the extent of our
exposure to the entity’s returns. We also consider whether other parties hold substantive participating rights or protective rights
that would preclude consolidation. We reevaluate our consolidation conclusions on an ongoing basis and upon occurrence of
certain significant events under the accounting standards consolidation guidance.
The assets and liabilities of the consolidated joint ventures are included in the accompanying Consolidated Balance Sheets, and
the joint ventures’ results of operations are included in the accompanying Consolidated Statements of Operations. Each joint
venture partner’s share of its joint venture is reflected as noncontrolling interest in the accompanying consolidated financial
statements.
Our interest in the joint ventures is recognized under the hypothetical liquidation at book value model. Under this model, our
earnings from and equity interest in the joint ventures are recorded based on our proportionate share of the ownership of the
joint venture, after giving effect to incentive fees earned by the joint venture partner.
Leases
For leases in which we are the lessee, we recognize a right-of-use asset and corresponding lease liability on the accompanying
Consolidated Balance Sheets equal to the present value of the fixed lease payments. In determining operating right-of-use asset
and lease liability for our operating leases, we estimate an appropriate incremental borrowing rate on a fully-collateralized basis
for the terms of the leases. We utilize a market-based approach to estimate the incremental borrowing rate for each individual
lease. Since the terms under our ground leases are significantly longer than the terms of borrowings available to us on a fully-
collateralized basis, the estimate of this rate requires significant judgment, and considers factors such as yields on outstanding
public debt and other market based pricing on longer duration financing instruments.
Use of Derivative Financial Instruments
We record all derivatives on the accompanying Consolidated Balance Sheets at fair value. The accounting for changes in the
fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a
hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to
apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an
39
asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.
Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of
forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing
of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions
in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain of its risks, even
though hedge accounting does not apply or we elect not to apply hedge accounting.
In accordance with fair value measurement guidance, we made an accounting policy election to measure the credit risk of our
derivative financial instruments that are subject to master netting arrangements on a net basis by counterparty portfolio. Credit
risk is the risk of failure of the counterparty to perform under the terms of the contract. We minimize the credit risk in our
derivative financial instruments by entering into transactions with various high-quality counterparties. Our exposure to credit
risk at any point is generally limited to amounts recorded as assets on the accompanying Consolidated Balance Sheets.
Fair Value of Financial Instruments
Financial instruments include cash and cash equivalents, restricted cash, tenant accounts receivable, interest rate swaps,
accounts payable, accrued expenses, unsecured credit facility, unsecured term loans, unsecured notes, and mortgage note. See
Note 4 in the accompanying Notes to Consolidated Financial Statements for the fair value of our indebtedness. See Note 5 in
the accompanying Notes to Consolidated Financial Statements for the fair value of our interest rate swaps.
We adopted fair value measurement provisions for our financial instruments recorded at fair value. The guidance establishes a
three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as
observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets
that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own assumptions.
Incentive and Equity-Based Employee Compensation Plans
We grant equity-based compensation awards to our employees and directors in the form of restricted shares of common stock,
LTIP units, and performance units. See Notes 6, 7 and 8 in the accompanying Notes to Consolidated Financial Statements for
further discussion of restricted shares of common stock, LTIP units, and performance units, respectively. We measure equity-
based compensation expense based on the fair value of the awards on the grant date and recognize the expense ratably over the
vesting period, and forfeitures are recognized in the period in which they occur.
We provide supplemental retirement benefits for eligible employees. For those employees who are retirement eligible or will
become retirement eligible during the applicable vesting period, we accelerate equity-based compensation through the
employee’s six-month retirement notification period or retirement eligibility date, respectively.
Revenue Recognition
All current leases are classified as operating leases and rental income is recognized on a straight-line basis over the term of the
lease (and expected bargain renewal terms or assumed exercise of early termination options) when collectability is reasonably
assured. Differences between rental income earned and amounts due under the lease are charged or credited, as applicable, to
accrued rental income.
We determined that for all leases where we are the lessor, that the timing and pattern of transfer of the non-lease components
and associated lease components are the same, and that the lease components, if accounted for separately, would be classified as
an operating lease. Accordingly, we have made an accounting policy election to recognize the combined component in
accordance with Accounting Standards Codification Topic 842 as rental income on the accompanying Consolidated Statements
of Operations.
Rental income recognition commences when the tenant takes possession of or controls the physical use of the leased space and
the leased space is substantially complete and ready for its intended use. In order to determine whether the leased space is
substantially complete and ready for its intended use, we determine whether we or the tenant own the tenant improvements.
When it is determined that we are the owner of the tenant improvements, rental income recognition begins when the tenant
takes possession of or controls the physical use of the finished space, which is generally when our owned tenant improvements
40
are completed. In instances when it is determined that the tenant is the owner of tenant improvements, rental income recognition
begins when the tenant takes possession of or controls the physical use of the leased space.
When we are the owner of tenant improvements or other capital items, the cost to construct the tenant improvements or other
capital items, including costs paid for or reimbursed by the tenants, is recorded as capital assets. For these tenant improvements
or other capital items, the amount funded by or reimbursed by the tenants are recorded as deferred revenue, which is amortized
on a straight-line basis as income over the shorter of the useful life of the capital asset or the term of the related lease.
Early lease termination fees are recorded in rental income on a straight-line basis from the notification date of such termination
to the then remaining (not the original) lease term, if any, or upon collection if collection is not reasonably assured.
We evaluate cash basis versus accrual basis of rental income recognition based on the collectability of future lease payments.
Results of Operations
The following discussion of the results of our same store (as defined below) net operating income (“NOI”) should be read in
conjunction with our consolidated financial statements included in this report. For a detailed discussion of NOI, including the
reasons management believes NOI is useful to investors, see “Non-GAAP Financial Measures” below. Same store results are
useful to investors in evaluating our performance because they provide information relating to changes in building-level
operating performance without taking into account the effects of acquisitions or dispositions. We encourage the reader to not
only look at our same store results, but also our total portfolio results, due to historic and future growth.
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 after January 1, 2024. On
December 31, 2025, we owned 538 industrial buildings consisting of approximately 106.2 million square feet, which represents
approximately 88.5% of our total portfolio, that are considered our same store portfolio in the analysis below. Same store
occupancy decreased approximately 0.2% to 97.5% as of December 31, 2025 compared to 97.7% as of December 31, 2024.
Discussions of selected operating information for our same store portfolio and our total portfolio for the comparison of the
years ended December 31, 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the
year ended December 31, 2024, which was filed with the SEC on February 12, 2025.
Comparison of the year ended December 31, 2025 to the year ended December 31, 2024
The following table summarizes selected operating information for our same store portfolio and our total portfolio for the years
ended December 31, 2025 and 2024 (dollars in thousands). This table includes a reconciliation from our same store portfolio to
our total portfolio by also providing information for the years ended December 31, 2025 and 2024 with respect to the buildings
acquired and sold after January 1, 2024, Operating Portfolio buildings with expansions placed into service or transferred from
the Value Add Portfolio to the Operating Portfolio after January 1, 2024, Value Add Portfolio buildings, and buildings
classified as held for sale.
41
Same Store Portfolio
Acquisitions/Dispositions
Other
Total Portfolio
Year ended December 31,
Change
Year ended December 31,
Year ended December 31,
Year ended December 31,
Change
2025
2024
$
%
2025
2024
2025
2024
2025
2024
$
%
Revenue
Operating revenue
Rental income
$
744,601
$
710,881
$ 33,720
4.7 %
$
72,253
$
34,205
$
26,155
$
17,806
$
843,009
$
762,892
$ 80,117
10.5 %
Other income
592
223
369
165.5 %
510
244
1,073
4,025
2,175
4,492
(2,317)
(51.6) %
Total operating revenue
745,193
711,104
34,089
4.8 %
72,763
34,449
27,228
21,831
845,184
767,384
77,800
10.1 %
Expenses
Property
150,648
143,252
7,396
5.2 %
14,253
8,171
6,924
3,405
171,825
154,828
16,997
11.0 %
Net operating income(1)
$
594,545
$
567,852
$ 26,693
4.7 %
$
58,510
$
26,278
$
20,304
$
18,426
673,359
612,556
60,803
9.9 %
Other expenses
General and administrative
51,933
49,202
2,731
5.6 %
Depreciation and amortization
301,797
293,077
8,720
3.0 %
Loss on impairment
888
4,967
(4,079)
(82.1) %
Other expenses
1,798
2,332
(534)
(22.9) %
Total other expenses
356,416
349,578
6,838
2.0 %
Total expenses
528,241
504,406
23,835
4.7 %
Other income (expense)
Interest and other income
385
44
341
775.0 %
Interest expense
(132,160)
(113,169) (18,991)
16.8 %
Debt extinguishment and modification expenses
(1,503)
(703)
(800)
113.8 %
Gain on involuntary conversion
1,855
11,843
(9,988)
(84.3) %
Gain on the sales of rental property, net
93,750
32,273
61,477
190.5 %
Total other income (expense)
(37,673)
(69,712) 32,039
(46.0) %
Net income
$
279,270
$
193,266
$ 86,004
44.5 %
(1)
For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see “Non-GAAP Financial Measures” below.
42
Net Income
Net income for our total portfolio increased by approximately $86.0 million or 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.
Same Store Total Operating Revenue
Same store total operating revenue consists primarily of rental income consisting of (i) fixed lease payments, variable lease
payments, straight-line rental income, and above and below market lease amortization from our properties (“lease income”),
and (ii) other tenant billings for insurance, real estate taxes and certain other expenses (“other billings”).
For a detailed reconciliation of our same store total operating revenue to net income, see the table above.
Same store rental income, which is comprised of lease income and other billings as discussed below, increased by
approximately $33.7 million or 4.7% to approximately $744.6 million for the year ended December 31, 2025 compared to
approximately $710.9 million for the year ended December 31, 2024.
Same store lease income increased approximately $29.7 million or 5.2% to approximately $605.0 million for the year ended
December 31, 2025 compared to approximately $575.3 million for the year ended December 31, 2024. The increase was
primarily due to an increase in rental income of approximately $36.5 million from the execution of new leases and lease
renewals with existing tenants. This increase was partially offset by the reduction of base rent of approximately $6.4 million
due to tenant vacancies and a net increase in the amortization of net above market leases of approximately $0.4 million.
Same store other billings increased approximately $4.0 million or 2.9% to approximately $139.6 million for the year ended
December 31, 2025 compared to approximately $135.6 million for the year ended December 31, 2024. The increase was
attributable to an increase of approximately $3.3 million in expense reimbursements which was primarily due to an increase in
corresponding expenses, as well as an increase in real estate tax reimbursements of approximately $0.7 million due to an
increase in real estate taxes levied by the taxing authority and vacancy of previously occupied buildings.
Same Store Operating Expenses
Same store operating expenses consists primarily of property operating expenses and real estate taxes and insurance.
For a detailed reconciliation of our same store portfolio operating expenses to net income, see the table above.
Total same store operating expenses increased approximately $7.4 million or 5.2% to approximately $150.6 million for the year
ended December 31, 2025 compared to approximately $143.3 million for the year ended December 31, 2024. This increase was
due to increases in, repairs and maintenance, real estate tax expense, snow removal expense, utility expense, and other expenses
of approximately $2.6 million, $2.4 million, $1.4 million, $0.6 million, and $0.9 million, respectively. These increases were
partially offset by a reduction of insurance expense of approximately $0.6 million.
Acquisitions and Dispositions Net Operating Income
For a detailed reconciliation of our acquisitions and dispositions NOI to net income, see the table above.
Subsequent to January 1, 2024, we acquired 43 buildings consisting of approximately 9.4 million square feet (excluding two
buildings that were included in the Value Add Portfolio at December 31, 2025 or transferred from the Value Add Portfolio to
the Operating Portfolio after January 1, 2024), and sold 21 buildings consisting of approximately 3.8 million square feet. For
the years ended December 31, 2025 and December 31, 2024, the buildings acquired after January 1, 2024 contributed
approximately $54.1 million and $16.5 million to NOI, respectively. For the years ended December 31, 2025 and December 31,
2024, the buildings sold after January 1, 2024 contributed approximately $4.4 million and $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.
43
Other Net Operating Income
Our other assets include our Value Add Portfolio, buildings classified as held for sale, and Operating Portfolio buildings with
expansions placed in service or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2024. Other
NOI also includes termination, solar, and other income adjustments from buildings in our same store portfolio.
For a detailed reconciliation of our other NOI to net income, see the table above.
These buildings contributed approximately $15.8 million and $13.0 million to NOI for the years ended December 31, 2025 and
December 31, 2024, respectively. Additionally, there was approximately $4.5 million and $5.4 million of termination, solar,
and other income adjustments from certain buildings in our same store portfolio for the years ended December 31, 2025 and
December 31, 2024, respectively.
Total Other Expenses
Total other expenses consist of general and administrative, depreciation and amortization, loss on impairment, and other
expenses.
Total other expenses increased approximately $6.8 million or 2.0% for the year ended December 31, 2025 to approximately
$356.4 million compared to approximately $349.6 million for the year ended December 31, 2024. The increase was primarily
attributable to an increase in depreciation and amortization of approximately $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, 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 $4.1 million from the year 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.
Total Other Income (Expense)
Total other income (expense) consists of interest and other income, interest expense, debt extinguishment and modification
expenses, gain on involuntary conversion, and gain on the sales of rental property, net. Interest expense includes interest
incurred during the period as well as adjustments related to amortization of financing fees and debt issuance costs, and
amortization of fair market value adjustments associated with the assumption of debt.
Total other expense decreased approximately $32.0 million or 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, 2024. The decrease was
primarily a result of an increase in the gain on the sales of rental property, net of approximately $61.5 million. This was
partially offset by an increase in interest expense of approximately $19.0 million which was primarily attributable to the
issuance of $450.0 million of unsecured notes on May 28, 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. Additionally, there was a
decrease 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 $0.8
million related to the amendment to the $300.0 million Unsecured Term Loan G on September 15, 2025, as discussed in Note 4
of the accompanying Notes to Consolidated Financial Statements.
Non-GAAP Financial Measures
In this report, we disclose funds from operations (“FFO”) and NOI, which meet the definition of “non-GAAP financial
measures” as set forth in Item 10(e) of Regulation S-K promulgated by the SEC. As a result, we are required to include in this
report a statement of why management believes that presentation of these measures provides useful information to investors.
Funds From Operations
FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our
performance, and we believe that to understand our performance further, FFO should be compared with our reported net income
(loss) in accordance with GAAP, as presented in our consolidated financial statements included in this report.
44
We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts
(“Nareit”). FFO represents GAAP net income (loss), excluding gains (or losses) from sales of depreciable operating buildings,
impairment write-downs of depreciable real estate, real estate related depreciation and amortization (excluding amortization of
deferred financing costs and fair market value of debt adjustment) and after adjustments for unconsolidated partnerships and
joint ventures.
Management uses FFO as a supplemental performance measure because it is a widely recognized measure of the performance
of REITs. FFO may be used by investors as a basis to compare our operating performance with that of other REITs.
However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our buildings
that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain
the operating performance of our buildings, all of which have real economic effects and could materially impact our results
from operations, the utility of FFO as a measure of our performance is limited. In addition, other REITs may not calculate FFO
in accordance with the Nareit definition, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. FFO
should not be used as a measure of our liquidity and is not indicative of funds available for our cash needs, including our ability
to pay dividends.
The following table summarizes a reconciliation of our FFO attributable to common stockholders and unit holders for the
periods presented to net income, the nearest GAAP equivalent.
Year ended December 31,
Reconciliation of Net Income to FFO (in thousands)
2025
2024
2023
Net income
$
279,270
$
193,266
$
197,201
Rental property depreciation and amortization
301,449
292,781
278,216
Loss on impairment
888
4,967
—
Gain on the sales of rental property, net
(93,750)
(32,273)
(54,100)
FFO
$
487,857
$
458,741
$
421,317
Amount allocated to restricted shares of common stock and unvested units
(529)
(533)
(546)
FFO attributable to common stockholders and unit holders
$
487,328
$
458,208
$
420,771
Net Operating Income
We consider NOI to be an appropriate supplemental performance measure to net income (loss) because we believe it helps
investors and management understand the core operations of our buildings. NOI is defined as rental income, which includes
billings for common area maintenance, real estate taxes and insurance, less property expenses, real estate tax expense and
insurance expense. NOI should not be viewed as an alternative measure of our financial performance since it excludes expenses
which could materially impact our results of operations. Further, our NOI may not be comparable to that of other real estate
companies, as they may use different methodologies for calculating NOI.
The following table summarizes a reconciliation of our NOI for the periods presented to net income, the nearest GAAP
equivalent.
Year ended December 31,
Reconciliation of Net Income to NOI (in thousands)
2025
2024
2023
Net income
$
279,270
$
193,266
$
197,201
General and administrative
51,933
49,202
47,491
Depreciation and amortization
301,797
293,077
278,447
Interest and other income
(385)
(44)
(68)
Interest expense
132,160
113,169
94,575
Loss on impairment
888
4,967
—
Gain on involuntary conversion
(1,855)
(11,843)
—
Debt extinguishment and modification expenses
1,503
703
—
Other expenses
1,798
2,332
4,693
Gain on the sales of rental property, net
(93,750)
(32,273)
(54,100)
Net operating income
$
673,359
$
612,556
$
568,239
45
Cash Flows
Comparison of the year ended December 31, 2025 to the year ended December 31, 2024
The following table summarizes our cash flows for the year ended December 31, 2025 compared to the year ended
December 31, 2024.
Year ended December 31,
Change
Cash Flows (dollars in thousands)
2025
2024
$
%
Net cash provided by operating activities
$
463,388
$
460,292
$
3,096
0.7 %
Net cash used in investing activities
$
497,302
$
731,058
$
(233,756)
(32.0) %
Net cash provided by financing activities
$
97,404
$
286,291
$
(188,887)
(66.0) %
Net cash provided by operating activities increased approximately $3.1 million to approximately $463.4 million for the year
ended December 31, 2025, compared to approximately $460.3 million for the year ended December 31, 2024. The increase was
primarily attributable to incremental operating cash flows from property acquisitions completed after December 31, 2024, and
operating performance at existing properties. These increases were partially offset by the loss of cash flows from property
dispositions completed after December 31, 2024 and fluctuations in working capital due to timing of payments and rental
receipts.
Net cash used in investing activities decreased approximately $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. The decrease was
primarily attributable to the acquisition of rental property during the year ended December 31, 2025 of approximately $456.7
million, compared to the acquisition of rental property during the year ended December 31, 2024 of approximately $706.6
million. The decrease 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 $54.1 million during the year ended December 31, 2025 compared to the year
ended December 31, 2024.
Net cash provided by financing activities decreased approximately $188.9 million to approximately $97.4 million for the year
ended December 31, 2025, compared to approximately $286.3 million for the year ended December 31, 2024. The decrease was
primarily attributable to a decrease in net borrowings of approximately $154.0 million under our unsecured credit facility, a
decrease in proceeds from sales of common stock, net, of approximately $10.6 million, and an increase of approximately $9.1
million in dividends and distributions paid during the year ended December 31, 2025 compared to the year ended December 31,
2024. These decreases were partially offset by a reduction in payments of loan fees and costs of approximately $7.5 million
during the year ended December 31, 2025 compared to the year ended December 31, 2024.
Liquidity and Capital Resources
We believe that our liquidity needs will be satisfied through cash flows generated by operations, disposition proceeds, and
financing activities. Operating cash flow from rental income, expense recoveries from tenants, and other income from
operations are our principal sources of funds to pay operating expenses, debt service, recurring capital expenditures, and the
distributions required to maintain our REIT qualification. We primarily rely on the capital markets (equity and debt securities
and bank borrowings) to fund our acquisition activity. We seek to increase cash flows from our properties by maintaining
quality building standards that promote high occupancy rates and permit increases in rental rates, while reducing tenant
turnover and controlling operating expenses. We believe that our revenue, together with proceeds from building sales and
equity and debt financings, will continue to provide funds for our short-term and medium-term liquidity needs.
Our short-term liquidity requirements consist primarily of funds necessary to pay for operating expenses and other expenditures
directly associated with our buildings, including interest expense, interest rate swap payments, scheduled principal payments on
outstanding indebtedness, property acquisitions under contract, general and administrative expenses, and capital expenditures
including development projects, tenant improvements and leasing commissions.
Our long-term liquidity needs, in addition to recurring short-term liquidity needs as discussed above, consist primarily of funds
necessary to pay for property acquisitions and scheduled debt maturities. We intend to satisfy our long-term liquidity needs
through cash flow from operations, the issuance of equity or debt securities, other borrowings, property dispositions, or, in
connection with acquisitions of certain additional buildings, the issuance of common units in our Operating Partnership.
46
As of December 31, 2025, we had total immediate liquidity of approximately $749.7 million, comprised of approximately $14.9
million of cash and cash equivalents and approximately $734.8 million of immediate availability on our unsecured credit
facility.
In addition, we require funds to pay dividends to holders of our common stock and common units in our Operating Partnership.
Any future dividends on our common stock are declared in the sole discretion of our board of directors, subject to the
distribution requirements to maintain our REIT status for federal income tax purposes, and may be reduced or stopped for any
reason, including to use funds for other liquidity requirements.
Indebtedness Outstanding
The following table summarizes certain information with respect to our indebtedness outstanding as of December 31, 2025.
Indebtedness (dollars in thousands)
Principal
Outstanding as of
December 31, 2025
(in thousands)
Interest Rate(1)(2)
Maturity Date
Prepayment
Terms(3)
Unsecured credit facility:
Unsecured Credit Facility(4)
$
262,000
Term SOFR+0.775%
September 7, 2029
i
Total unsecured credit facility
262,000
Unsecured term loans:
Unsecured Term Loan A
150,000
2.06 %
March 15, 2027
i
Unsecured Term Loan H
187,500
3.25 %
January 25, 2028
i
Unsecured Term Loan I
187,500
3.41 %
January 25, 2028
i
Unsecured Term Loan F(5)
200,000
4.73 %
March 23, 2029
i
Unsecured Term Loan G(6)
300,000
1.70 %
March 14, 2031
i
Total unsecured term loans
1,025,000
Total unamortized deferred financing fees and debt issuance costs
(3,659)
Total carrying value unsecured term loans, net
1,021,341
Unsecured notes:
Series B Unsecured Notes
50,000
4.98 %
July 1, 2026
ii
Series C Unsecured Notes
80,000
4.42 %
December 30, 2026
ii
Series E Unsecured Notes
20,000
4.42 %
February 20, 2027
ii
Series H Unsecured Notes
100,000
4.27 %
June 13, 2028
ii
Series L Unsecured Notes
175,000
6.05 %
May 28, 2029
ii
Series O Unsecured Notes
350,000
5.50 %
June 25, 2030
ii
Series M Unsecured Notes
125,000
6.17 %
May 28, 2031
ii
Series I Unsecured Notes
275,000
2.80 %
September 29, 2031
ii
Series K Unsecured Notes
400,000
4.12 %
June 28, 2032
ii
Series P Unsecured Notes
100,000
5.82 %
June 25, 2033
ii
Series J Unsecured Notes
50,000
2.95 %
September 28, 2033
ii
Series N Unsecured Notes
150,000
6.30 %
May 28, 2034
ii
Series Q Unsecured Notes
100,000
5.99 %
June 25, 2035
ii
Total unsecured notes
1,975,000
Total unamortized deferred financing fees and debt issuance costs
(8,006)
Total carrying value unsecured notes, net
1,966,994
Mortgage note (secured debt):
United of Omaha Life Insurance Company
4,099
3.71 %
October 1, 2039
ii
Total mortgage note
4,099
Unamortized fair market value discount
(119)
Total carrying value mortgage note, net
3,980
Total / weighted average interest rate(7)
$
3,254,315
4.21 %
(1)
Interest rate as of December 31, 2025. At December 31, 2025, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) and Daily Secured
Overnight Financing Rate (“Daily SOFR”) was 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.
(2)
Our unsecured credit facility has a stated interest rate of one-month Term SOFR plus a spread of 0.775%. Our Unsecured Term Loans A, G, H, and I have
a stated interest rate of one-month Term SOFR plus a spread of 0.85%. Our Unsecured Term Loan F has a stated interest rate of Daily SOFR plus a spread
47
of 0.85%. All our unsecured term loans have been swapped to a fixed rate, and such fixed rates inclusive of the spreads are presented in the table above.
Effective February 5, 2026, our Unsecured Term Loan G was swapped to a fixed rate inclusive of the spread of 3.94%.
(3)
Prepayment terms consist of (i) pre-payable with no 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 credit agreement. The facility fee is due and payable quarterly.
(5)
The initial maturity date of our 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.
(6)
The initial maturity date of our Unsecured Term Loan G is March 15, 2030, or such later date which may be extended pursuant to a one-year extension
option exercisable by us in our discretion upon advance written notice. Exercise of the 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. The extension option is not
subject to lender consent, assuming proper notice and satisfaction of the conditions.
(7)
The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $1,025.0 million of debt and 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 aggregate undrawn nominal commitments on our unsecured credit facility as of December 31, 2025 was approximately
$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 15, 2025, we entered into a second amended and restated term loan agreement for our Unsecured Term Loan G
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 us in our 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 (iii) provide that borrowings under the Unsecured Term
Loan G will, at our election, bear interest based on a Base Rate, Term SOFR, or Daily Simple SOFR (each as defined in the
loan agreement), plus an applicable spread based on our debt rating and leverage ratio (each as defined in the loan agreement).
Other than the maturity date and interest rate provisions described above, the material terms of the Unsecured Term Loan G
remain unchanged.
On September 15, 2025, we entered into amendments to our Unsecured Credit Facility, Unsecured Term Loan A, Unsecured
Term Loan F, Unsecured Term Loan H, and Unsecured Term Loan I to remove the 0.10% interest rate adjustment for certain
loans, and in the case of our Unsecured Term Loans A, H, and I, provide that borrowings under the respective term loans will,
at our election, bear interest based on a Base Rate, Term SOFR, or Daily Simple SOFR (each as defined in the respective loan
agreement). Other than the interest rate provisions described above, the material terms of our Unsecured Term Loans A, F, H,
and I remain unchanged.
On June 13, 2025, we redeemed in full at maturity the $75.0 million in aggregate principal amount of the Series G Unsecured
Notes with a fixed interest rate of 4.10%.
On April 15, 2025, we entered into a note purchase agreement for the private placement by the Operating Partnership of $350.0
million of senior unsecured notes (the “Series O Unsecured Notes”) maturing June 25, 2030 with a fixed annual interest rate of
5.50%, $100.0 million of senior unsecured notes (the “Series P Unsecured Notes”) maturing June 25, 2033 with a fixed annual
interest rate of 5.82%, and $100.0 million of senior unsecured notes (the “Series Q Unsecured Notes”) maturing June 25, 2035
with a fixed annual interest rate of 5.99%. On June 25, 2025, Operating Partnership issued the Series O Unsecured Notes,
Series P Unsecured Notes, and Series Q Unsecured Notes (collectively, the “2025 Notes”) and received the proceeds therefrom.
The Company and certain wholly owned subsidiaries of the Operating Partnership are guarantors of the unsecured notes. The
Operating Partnership offered and sold the 2025 Notes in reliance on the registration exemption provided by Section 4(a)(2) of
the Securities Act.
On February 20, 2025, we redeemed in full at maturity the $100.0 million in aggregate principal amount of the Series D
Unsecured Notes with a fixed interest rate of 4.32%.
48
The following table summarizes our debt capital structure as of December 31, 2025.
Debt Capital Structure
December 31, 2025
Total principal outstanding (in thousands)
$
3,266,099
Weighted average duration (years)
4.6
% Secured debt
0.1 %
% Debt maturing next 12 months
4.0 %
Net Debt to Real Estate Cost Basis(1)
38.2 %
(1)
We define Net Debt as the outstanding principal balance of the Company’s total debt, less cash and cash equivalents and proceeds from pending reverse
Section 1031 like-kind exchanges that are included in restricted cash. We define Real Estate Cost Basis as the book value of rental property and deferred
leasing intangibles, exclusive of the related accumulated depreciation and amortization.
We regularly pursue new financing opportunities to ensure an appropriate balance sheet position. As a result of these dedicated
efforts, we are confident in our ability to meet future debt maturities and fund acquisitions. We believe that our current balance
sheet is in an adequate position at the date of this filing, despite possible volatility in the credit markets.
Our interest rate exposure on our floating rate debt is managed through the use of interest rate swaps, which fix the rate of our
long term floating rate debt. For a detailed discussion on our use of interest rate swaps, see “Interest Rate Risk” below.
Unsecured Indebtedness – Financial Covenants and Other Terms
The unsecured credit facility provides for a facility fee payable by us to the lenders at a rate per annum of 0.1% to 0.3%,
depending on our debt rating, as defined in the credit agreement, of the aggregate commitments (currently $1.0 billion). The
facility fee is due and payable quarterly.
Financial Covenants: Our ability to borrow, maintain borrowings and avoid default under our unsecured credit facility,
unsecured term loans, and unsecured notes is subject to our ongoing compliance with a number of financial covenants,
including:
•
a maximum consolidated leverage ratio of not greater than 0.60:1.00;
•
a maximum secured leverage ratio of not greater than 0.40:1.00;
•
a maximum unencumbered leverage ratio of not greater than 0.60:1.00;
•
a minimum fixed charge ratio of not less than or equal to 1.50:1.00;
•
a minimum unsecured interest coverage ratio of not less than or equal to 1.75:1.00; and
•
with respect to our unsecured notes, a minimum interest coverage ratio of not less than 1.50:1.00.
As of December 31, 2025, we were in compliance with the applicable financial covenants.
Pursuant to the terms of our unsecured debt agreements, we may not pay distributions that exceed the minimum amount
required for us to qualify and maintain our status as a REIT if a default or event of default occurs and is continuing.
Pursuant to the terms of our unsecured loan agreements, if a default or event of default occurs and is continuing, we may not
pay distributions that exceed the minimum amount required for us to qualify and maintain our status as a REIT.
Events of Default: Our unsecured credit facility and unsecured term loans contain customary events of default, including, but
not limited to, non-payment of principal, interest, fees or other amounts, defaults in the compliance with the financial and other
covenants contained in the applicable loan agreement, cross-defaults to other material debt, and bankruptcy or other insolvency
events.
Borrower and Guarantors: Our Operating Partnership is the borrower under our unsecured credit facility and unsecured term
loans and the issuer of the unsecured notes. The Company and certain of its subsidiaries guarantee the obligations under our
unsecured loan agreements.
Supplemental Guarantor Information
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-
49
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.
Equity
Preferred Stock
We are authorized to issue up to 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 31, 2025 and
December 31, 2024, there were no shares of preferred stock issued or outstanding.
Common Stock
We are authorized to issue up to 300,000,000 shares of common stock, par value $0.01 per share.
Pursuant to the equity distribution agreements for our ATM common stock offering program, we may from time to time sell
common stock through sales agents and their affiliates, including shares sold on a forward basis under forward sale agreements.
The following table summarizes our ATM common stock offering program as of December 31, 2025.
ATM Common Stock Offering Program
Date
Maximum Aggregate Offering Price
(in thousands)
2025 $750 million ATM
February 13, 2025
$
750,000
50
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, 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.
Forward Sale Agreements
Shares
Gross Sales
Proceeds
(in thousands)
Weighted
Average Gross
Sales Price Per
Share
Weighted
Average Net
Sales Price Per
Share
Sales
Commissions
Per Share(1)
Net Proceeds
Received Per
Share
Outstanding at September 30, 2025
1,300,725
$
47,771
New forward sale agreements
2,869,013
111,290
$
38.79
$
38.41
$
0.38
Forward sale agreements settled(2)
(4,169,738)
(159,061)
$
37.75
Outstanding at December 31, 2025
—
$
—
(1)
Upon a forward sale, the equity distribution agent typically earns a sales commission of 1% of the gross sales price.
(2)
We physically settled outstanding forward equity sale agreements by issuing shares of common stock in exchange for net proceeds of approximately
$157.4 million during the three months ended December 31, 2025.
Forward Sale Agreements
Shares
Gross Sales
Proceeds
(in thousands)
Weighted
Average Gross
Sales Price Per
Share
Weighted
Average Net
Sales Price Per
Share
Sales
Commissions
Per Share(1)
Net Proceeds
Received Per
Share
Outstanding at December 31, 2024
—
$
—
New forward sale agreements
4,169,738
159,061
$
38.15
$
37.77
$
0.38
Forward sale agreements settled(2)
(4,169,738)
(159,061)
$
37.75
Outstanding at December 31, 2025
—
$
—
(1)
Upon a forward sale, the equity distribution agent typically earns a sales commission of 1% of the gross sales price.
(2)
We physically settled outstanding forward equity sale agreements by issuing shares of common stock in exchange for net proceeds of approximately
$157.4 million during the year ended December 31, 2025.
Noncontrolling Interests
We own all of our properties and conduct substantially all of our business through our Operating Partnership. We are the sole
member of the sole general partner of our Operating Partnership. As of December 31, 2025, we owned approximately 98.1% of
the common units in our Operating Partnership, and our current and former executive officers, directors, senior employees and
their affiliates, and third parties that contributed properties to us in exchange for common units in our Operating Partnership
owned the remaining 1.9%.
We also own joint ventures with third parties primarily engaged in the development and eventual operation of industrial real
estate properties. At 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, and a 96.3% interest in a joint venture that
owns property in Shepherdsville, Kentucky.
Interest Rate Risk
We use interest rate swaps to fix the rate of our variable rate debt. As of December 31, 2025, all of our outstanding variable rate
debt, with the exception of our unsecured credit facility, was fixed with interest rate swaps through maturity.
We recognize all derivatives on the balance sheet at fair value. If the derivative is designated as a hedge, depending on the
nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of the hedged
assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income (loss), which is a
component of equity. Derivatives that are not designated as hedges must be adjusted to fair value and the changes in fair value
must be reflected as income or expense.
51
We have established criteria for suitable counterparties in relation to various specific types of risk. We only use counterparties
that have a credit rating of no lower than investment grade at swap inception from Moody’s Investor Services, Standard &
Poor’s, Fitch Ratings, or other nationally recognized rating agencies.
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, 2025, we had 17 interest rate
swaps outstanding that were in an asset position of approximately $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, 2025, we entered into four interest rate swaps with an aggregate notional value of
$300.0 million which fix Daily SOFR at 3.09% effective February 5, 2026 and mature on March 15, 2030, and were designated
as cash flow hedges.
As of December 31, 2025, we had approximately $1.3 billion of variable rate debt. As of December 31, 2025, all of our
outstanding variable rate debt, with the exception of our unsecured credit facility, was fixed with interest rate swaps through
maturity. To the extent interest rates increase, interest costs on our floating rate debt not fixed with interest rate swaps will
increase, which could adversely affect our cash flow and our ability to pay principal and interest on our debt and our ability to
make distributions to our security holders. From time to time, we may enter into interest rate swap agreements and other interest
rate hedging contracts, including swaps, caps and floors. In addition, an increase in interest rates could decrease the amounts
third parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to
changes in economic or other conditions.
Off-balance Sheet Arrangements
As of December 31, 2025, we had letters of credit related to development projects and certain other agreements of
approximately $3.2 million. As of December 31, 2025, we had no other material off-balance sheet arrangements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest
rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. The primary market risk we
are exposed to is interest rate risk. We have used derivative financial instruments to manage, or hedge, interest rate risks related
to our borrowings, primarily through interest rate swaps.
As of December 31, 2025, we had $1.3 billion of variable rate debt. As of December 31, 2025, all of our outstanding variable
rate debt, with the exception of our unsecured credit facility which had a balance of $262.0 million, was fixed with interest rate
swaps through maturity. To the extent we undertake additional variable rate indebtedness, if interest rates increase, then so will
the interest costs on our unhedged variable rate debt, which could adversely affect our cash flow and our ability to pay principal
and interest on our debt and our ability to make distributions to our security holders. Further, rising interest rates could limit our
ability to refinance existing debt when it matures or significantly increase our future interest expense. From time to time, we
enter into interest rate swap agreements and other interest rate hedging contracts, including swaps, caps and floors. While these
agreements are intended to lessen the impact of rising interest rates on us, they also expose us to the risk that the other parties to
the agreements will not perform, we could incur significant costs associated with the settlement of the agreements, the
agreements will be unenforceable and the underlying transactions will fail to qualify as highly-effective cash flow hedges under
GAAP. In addition, an increase in interest rates could decrease the amounts third parties are willing to pay for our assets,
thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions. In
addition, an increase in interest rates could decrease the amounts third parties are willing to pay for our assets, thereby limiting
our ability to change our portfolio promptly in response to changes in economic or other conditions. If interest rates increased
by 100 basis points and assuming we had an outstanding balance of $262.0 million on our unsecured credit facility for the year
ended December 31, 2025, our interest expense would have increased by approximately $2.6 million for the year ended
December 31, 2025.
Item 8. Financial Statements and Supplementary Data
The required response under this Item 8, “Financial Statements and Supplementary Data” is submitted in a separate section of
this report. See Index to Consolidated Financial Statements on page F-1.
52
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by SEC Rule 13a-15(b), we have evaluated, under the supervision of and with the participation of management,
including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of December 31, 2025.
Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and
procedures for the periods covered by this report were effective to provide reasonable assurance that information required to be
disclosed by the Company in reports that we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term
is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our
evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that our
internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears on
page F-2 of this report.
Changes in Internal Controls
There was no change to our internal control over financial reporting during the fourth quarter ended December 31, 2025 that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
During the quarter ended December 31, 2025, all items required to be disclosed in a Current Report on Form 8-K were reported
under Form 8-K.
Director and Officer Trading Arrangements
During the quarter ended December 31, 2025, none of the Company’s directors or officers adopted or terminated any Rule
10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K
of the Securities Act). Similarly, in that same time period, the Company did not adopt or terminate any Rule 10b5-1 trading
arrangement.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
53
PART III.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 will be included in the Proxy Statement to be filed relating to our 2026 Annual Meeting of
Stockholders and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by Item 11 will be included in the Proxy Statement to be filed relating to our 2026 Annual Meeting of
Stockholders and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 will be included in the Proxy Statement to be filed relating to our 2026 Annual Meeting of
Stockholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 will be included in the Proxy Statement to be filed relating to our 2026 Annual Meeting of
Stockholders and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by Item 14 will be included in the Proxy Statement to be filed relating to our 2026 Annual Meeting of
Stockholders and is incorporated herein by reference.
PART IV.
Item 15. Exhibits and Financial Statement Schedules
1.
Consolidated Financial Statements
The financial statements listed in the accompanying Index to Consolidated Financial Statements on page F-1 are
filed as a part of this report.
2.
Financial Statement Schedules
The financial statement schedules required by this Item are filed with this report and listed in the accompanying
Index to Consolidated Financial Statements on page F-1. All other financial statement schedules are not
applicable.
3.
Exhibits
The following exhibits are filed as part of this report:
3.1 Articles of Amendment and Restatement (including all articles of amendment and articles supplementary)
(incorporated by reference to the Quarterly Report on Form 10-Q filed with the SEC on July 30, 2019)
3.2 Fourth Amended and Restated Bylaws (incorporated by reference to the Quarterly Report on Form 10-Q filed with
the SEC on July 29, 2025)
4.1 Form of Common Stock Certificate (incorporated by reference to the Registration Statement on Form S-11/A (File
No. 333-168368) filed with the SEC on September 24, 2010)
4.2 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act (incorporated by
reference to the Annual Report on Form 10-K filed with the SEC on February 16, 2022)
Exhibit
Number
Description of Document
54
10.1 Second Amended and Restated Agreement of Limited Partnership, dated as of February 15, 2023 (incorporated by
reference to the Annual Report on Form 10-K filed with the SEC on February 15, 2023)
10.2 Amended and Restated STAG Industrial, Inc. 2011 Equity Incentive Plan, effective April 30, 2018 (incorporated by
reference to the Current Report on Form 8-K filed with the SEC on May 1, 2018)*
10.3 Amendment to the 2011 Equity Incentive Plan, dated as of April 25, 2023 (incorporated by reference to the Current
Report on Form 8-K filed with the SEC on April 28, 2023)*
10.4 Form of LTIP Unit Agreement (incorporated by reference to the Registration Statement on Form S-11/A (File No.
333-168368) filed with the SEC on April 5, 2011)*
10.5 Form of Performance Award Agreement (incorporated by reference to the Quarterly Report on Form 10-Q filed with
the SEC on May 3, 2016)*
10.6 STAG Industrial Inc. Employee Retirement Vesting Program, effective January 7, 2021 (incorporated by reference
to the Current Report on Form 8-K filed with the SEC on January 13, 2021)*
10.7 Amended and Restated Executive Employment Agreement with William R. Crooker, effective as of July 1, 2022
(incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 6, 2022)*
10.8 Executive Employment Agreement with Matts S. Pinard, dated January 10, 2022 (incorporated by reference to the
Current Report on Form 8-K filed with the SEC on January 12, 2022)*
10.9 Executive Employment Agreement with Jeffrey M. Sullivan, dated October 27, 2014 (incorporated by reference to
the Quarterly Report on Form 10-Q filed with the SEC on October 31, 2014)*
10.10 Amended and Restated Executive Employment Agreement with Michael C. Chase, effective as of July 1, 2022
(incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 6, 2022)*
10.11 Amended and Restated Executive Employment Agreement with Steven T. Kimball, effective as of August 1, 2025
(incorporated by reference to the Quarterly Report on Form 10-Q filed with the SEC on October 29, 2025)*
10.12 Form of Indemnification Agreement (incorporated by reference to the Registration Statement on Form S-11/A (File
No. 333-168368) filed with the SEC on February 16, 2011)*
10.13 Registration Rights Agreement, dated April 20, 2011 (incorporated by reference to the Current Report on Form 8-K
filed with the SEC on April 21, 2011)
10.14 Unsecured Credit Facility: Second Amended and Restated Credit Agreement, dated as of September 10, 2024
(incorporated by reference to the Current Report on Form 8-K filed with the SEC on September 12, 2024)
10.15 Unsecured Credit Facility: First Amendment to Second Amended and Restated Credit Agreement dated as of
September 15, 2025 (incorporated by reference to the Current Report of Form 8-K filed with the SEC on September
17, 2025)
10.16 Unsecured Term Loan A: Third Amended and Restated Term Loan Agreement, dated as of September 1, 2022
(incorporated by reference to the Current Report on Form 8-K filed with the SEC on September 8, 2022)
10.17 Unsecured Term Loan A: First Amendment to Third Amended and Restated Term Loan Agreement dated as of
September 15, 2025 (incorporated by reference to the Current Report of Form 8-K filed with the SEC on September
17, 2025)
10.18 Unsecured Term Loan F: Second Amended and Restated Term Loan Agreement, dated as of March 25, 2024
(incorporated by referenced to the Current Report on Form 8-K filed with the SEC on March 28, 2024)
10.19 Unsecured Term Loan F: First Amendment to Second Amended and Restated Term Loan Agreement dated as of
September 15, 2025 (incorporated by reference to the Current Report of Form 8-K filed with the SEC on September
17, 2025)
10.20 Unsecured Term Loan G: Second Amended and Restated Term Loan Agreement dated as of September 15, 2025
(incorporated by reference to the Current Report of Form 8-K filed with the SEC on September 17, 2025)
10.21 Unsecured Term Loan H: Term Loan Agreement, dated as of July 26, 2022 (incorporated by reference to the
Current Report on Form 8-K filed with the SEC on July 29, 2022)
10.22 Unsecured Term Loan H: First Amendment to Term Loan Agreement dated as of September 15, 2025
(incorporated by reference to the Current Report of Form 8-K filed with the SEC on September 17, 2025)
10.23 Unsecured Term Loan I: Term Loan Agreement, dated as of July 26, 2022 (incorporated by reference to the
Current Report on Form 8-K filed with the SEC on July 29, 2022)
10.24 Unsecured Term Loan I: First Amendment to Term Loan Agreement dated as of September 15, 2025 (incorporated
by reference to the Current Report of Form 8-K filed with the SEC on September 17, 2025)
10.25 Series A Unsecured Notes, Series B Unsecured Notes: Note Purchase Agreement, dated as of April 16, 2014
(incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 22, 2014)
Exhibit
Number
Description of Document
55
10.26 Series A Unsecured Notes, Series B Unsecured Notes: First Amendment to Note Purchase Agreement, dated as of
December 18, 2014 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on December
19, 2014)
10.27 Series A Unsecured Notes, Series B Unsecured Notes: Second Amendment to Note Purchase Agreement, dated as
of December 1, 2015 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on December
4, 2015)
10.28 Series A Unsecured Notes, Series B Unsecured Notes: Third Amendment to Note Purchase Agreement, dated as
of April 10, 2018 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 13,
2018)
10.29 Series C Unsecured Notes, Series D Unsecured Notes, Series E Unsecured Notes: Note Purchase Agreement,
dated as of December 18, 2014 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on
December 19, 2014)
10.30 Series C Unsecured Notes, Series D Unsecured Notes, Series E Unsecured Notes: First Amendment to Note
Purchase Agreement, dated as of December 1, 2015 (incorporated by reference to the Current Report on Form 8-K
filed with the SEC on December 4, 2015)
10.31 Series C Unsecured Notes, Series D Unsecured Notes, Series E Unsecured Notes: Second Amendment to Note
Purchase Agreement, dated as of April 10, 2018 (incorporated by reference to the Current Report on Form 8-K filed
with the SEC on April 13, 2018)
10.32 Series G Unsecured Notes, Series H Unsecured Notes: Note Purchase Agreement, dated as of April 10, 2018
(incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 13, 2018)
10.33 Series I Unsecured Notes, Series J Unsecured Notes: Note Purchase Agreement, dated as of July 8, 2021
(incorporated by reference to the Quarterly Report on Form 10-Q filed with the SEC on October 28, 2021)
10.34 Series K Unsecured Notes: Note Purchase Agreement, dated as of April 28, 2022 (incorporated by reference to the
Quarterly Report on Form 10-Q filed with the SEC on May 3, 2022)
10.35 Series L Unsecured Notes, Series M Unsecured Notes, Series N Unsecured Notes: Note Purchase Agreement,
dated as of March 13, 2024 (incorporated by reference to the Current Report on Form 8-K filed with SEC on March
18, 2024)
10.36 Series O Unsecured Notes, Series P Unsecured Notes, Series Q Unsecured Notes: Note Purchase Agreement
dated as of April 15, 2025 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on April
17, 2025)
19.1 Insider Trading Policy (incorporated by reference to the Annual Report on Form 10-K filed with the SEC on
February 13, 2024)
21.1 Subsidiaries of STAG Industrial, Inc.
23.1 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on signature page)
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1 Clawback Policy (incorporated by reference to the Annual Report on Form 10-K filed with the SEC on February 13,
2024)
101 The following materials from STAG Industrial, Inc.’s Annual Report on Form 10-K for the year ended
December 31, 2025 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated
Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive
Income, (vi) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, and (vi) related
notes to these consolidated financial statements.
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
Exhibit
Number
Description of Document
*
Represents management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None.
56
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
STAG INDUSTRIAL, INC.
Dated: February 11, 2026
/s/ William R. Crooker
By:
William R. Crooker
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of STAG Industrial, Inc.,
hereby severally constitute William R. Crooker and Matts S. Pinard, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K
filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our
capacities as officers and directors to enable STAG Industrial, Inc. to comply with the provisions of the Securities Exchange
Act of 1934, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming
our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments
thereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and dates indicated.
Date
Signature
Title
February 11, 2026
/s/ William R. Crooker
President, Chief Executive Officer and Director
(principal executive officer)
William R. Crooker
February 11, 2026
/s/ Benjamin S. Butcher
Director
Benjamin S. Butcher
February 11, 2026
/s/ Jit Kee Chin
Director
Jit Kee Chin
February 11, 2026
/s/ Virgis W. Colbert
Director
Virgis W. Colbert
February 11, 2026
/s/ Michelle S. Dilley
Director
Michelle S. Dilley
February 11, 2026
/s/ Jeffrey D. Furber
Director
Jeffrey D. Furber
February 11, 2026
/s/ Larry T. Guillemette
Chairman of the Board
Larry T. Guillemette
February 11, 2026
/s/ Francis X. Jacoby III
Director
Francis X. Jacoby III
February 11, 2026
/s/ Christopher P. Marr
Director
Christopher P. Marr
February 11, 2026
/s/ Hans S. Weger
Director
Hans S. Weger
February 11, 2026
/s/ Vicki Lundy Wilbon
Director
Vicki Lundy Wilbon
February 11, 2026
/s/ Matts S. Pinard
Chief Financial Officer, Executive Vice President and
Treasurer (principal financial officer)
Matts S. Pinard
February 11, 2026
/s/ Jaclyn M. Paul
Chief Accounting Officer (principal accounting
officer)
Jaclyn M. Paul
57
[This Page Intentionally Left Blank.]
STAG INDUSTRIAL, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
2
Consolidated Balance Sheets as of December 31, 2025 and 2024
4
Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023
5
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023
6
Consolidated Statements of Equity for the years ended December 31, 2025, 2024 and 2023
7
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
8
Notes to Consolidated Financial Statements
9
1. Organization and Description of Business
9
2. Summary of Significant Accounting Policies
9
3. Rental Property
16
4. Debt
22
5. Derivative Financial Instruments
26
6. Equity
28
7. Noncontrolling Interest
30
8. Equity Incentive Plan
32
9. Leases
34
10. Earnings Per Share
36
11. Commitments and Contingencies
36
12. Employee Benefit Plans
36
13. Subsequent Events
36
Financial Statement Schedule—Schedule III—Real Estate and Accumulated Depreciation as of December 31, 2025
38
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of STAG Industrial, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of STAG Industrial, Inc. and its subsidiaries (the “Company”)
as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of equity
and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial
statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial statements"). We
also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established
in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United
States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to
express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
F-2
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Purchase Price Accounting
As described in Notes 2 and 3 to the consolidated financial statements, the Company completed property acquisitions for total
consideration of $457.6 million during the year ended December 31, 2025. Management allocates the purchase price of
properties based upon the fair value of the assets acquired and liabilities assumed, which generally consist of land, buildings,
tenant improvements, mortgage debt assumed, and deferred leasing intangibles, which includes in-place leases, above market
and below market leases, and tenant relationships. The process for determining the allocation to these components requires
estimates and assumptions, including rental rates, discount rates, exit capitalization rates, and land value per square foot.
The principal considerations for our determination that performing procedures relating to purchase price accounting is a critical
audit matter are (i) the significant judgment by management when developing the fair value estimate of assets acquired and
liabilities assumed; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating
management’s significant assumptions related to rental rates, discount rates, exit capitalization rates, and land value per square
foot; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
purchase price accounting, including controls over management’s valuation of the assets acquired and liabilities assumed. These
procedures also included, among others, for a sample of acquisitions (i) reading the purchase agreements; (ii) testing
management’s process for developing the valuation of the assets acquired and liabilities assumed; (iii) evaluating the
appropriateness of the models used by management; (iv) testing the completeness and accuracy of underlying data used in the
models; and (v) evaluating the reasonableness of the significant assumptions used by management related to rental rates,
discount rates, exit capitalization rates, and land value per square foot. Evaluating management’s assumptions related to rental
rates, discount rates, exit capitalization rates, and land value per square foot involved evaluating whether the assumptions used
by management were reasonable considering consistency with external market data or comparable transactions. For certain
acquisitions, professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the
models used by management and (ii) the reasonableness of the significant assumptions used by management related to rental
rates, discount rates, exit capitalization rates, and land value per square foot.
/s/PricewaterhouseCoopers LLP
Boston, Massachusetts
February 11, 2026
We have served as the Company’s auditor since 2009.
F-3
STAG Industrial, Inc.
Consolidated Balance Sheets
(in thousands, except share data)
December 31, 2025
December 31, 2024
Assets
Rental Property:
Land
$
811,569
$
771,794
Buildings and improvements, net of accumulated depreciation of $1,119,931 and $1,085,866, respectively
5,593,471
5,295,120
Deferred leasing intangibles, net of accumulated amortization of $425,502 and $386,627, respectively
394,967
428,865
Total rental property, net
6,800,007
6,495,779
Cash and cash equivalents
14,910
36,284
Restricted cash
85,973
1,109
Tenant accounts receivable
156,458
136,357
Prepaid expenses and other assets
104,484
96,189
Interest rate swaps
13,529
36,466
Operating lease right-of-use assets
32,708
31,151
Total assets
$
7,208,069
$
6,833,335
Liabilities and Equity
Liabilities:
Unsecured credit facility
$
262,000
$
409,000
Unsecured term loans, net
1,021,341
1,021,848
Unsecured notes, net
1,966,994
1,594,092
Mortgage note, net
3,980
4,195
Accounts payable, accrued expenses and other liabilities
135,397
126,811
Interest rate swaps
1,310
—
Tenant prepaid rent and security deposits
59,225
56,173
Dividends and distributions payable
24,187
23,469
Deferred leasing intangibles, net of accumulated amortization of $34,098 and $31,368, respectively
25,566
33,335
Operating lease liabilities
37,040
35,304
Total liabilities
3,537,040
3,304,227
Commitments and contingencies (Note 11)
Equity:
Preferred stock, par value $0.01 per share, 20,000,000 shares authorized at December 31, 2025 and
December 31, 2024; none issued or outstanding
—
—
Common stock, par value $0.01 per share, 300,000,000 shares authorized at December 31, 2025 and
December 31, 2024, 191,005,261 and 186,517,523 shares issued and outstanding at December 31, 2025 and
December 31, 2024, respectively
1,910
1,865
Additional paid-in capital
4,616,888
4,449,964
Cumulative dividends in excess of earnings
(1,034,954)
(1,029,757)
Accumulated other comprehensive income
11,853
35,579
Total stockholders’ equity
3,595,697
3,457,651
Noncontrolling interest in operating partnership
71,342
69,932
Noncontrolling interest in joint ventures
3,990
1,525
Total equity
3,671,029
3,529,108
Total liabilities and equity
$
7,208,069
$
6,833,335
The accompanying notes are an integral part of these consolidated financial statements.
F-4
STAG Industrial, Inc.
Consolidated Statements of Operations
(in thousands, except share data)
Year ended December 31,
2025
2024
2023
Revenue
Rental income
$
843,009
$
762,892
$
705,160
Other income
2,175
4,492
2,675
Total revenue
845,184
767,384
707,835
Expenses
Property
171,825
154,828
139,596
General and administrative
51,933
49,202
47,491
Depreciation and amortization
301,797
293,077
278,447
Loss on impairment
888
4,967
—
Other expenses
1,798
2,332
4,693
Total expenses
528,241
504,406
470,227
Other income (expense)
Interest and other income
385
44
68
Interest expense
(132,160)
(113,169)
(94,575)
Debt extinguishment and modification expenses
(1,503)
(703)
—
Gain on involuntary conversion
1,855
11,843
—
Gain on the sales of rental property, net
93,750
32,273
54,100
Total other income (expense)
(37,673)
(69,712)
(40,407)
Net income
279,270
193,266
197,201
Less: income attributable to noncontrolling interest in operating partnership
5,751
4,046
4,356
Net income attributable to STAG Industrial, Inc.
273,519
189,220
192,845
Less: amount allocated to participating securities
169
182
212
Net income attributable to common stockholders
$
273,350
$
189,038
$
192,633
Weighted average common shares outstanding — basic
186,844
182,160
180,221
Weighted average common shares outstanding — diluted
187,174
182,404
180,555
Net income per share — basic and diluted
Net income per share attributable to common stockholders — basic
$
1.46
$
1.04
$
1.07
Net income per share attributable to common stockholders — diluted
$
1.46
$
1.04
$
1.07
The accompanying notes are an integral part of these consolidated financial statements.
F-5
STAG Industrial, Inc.
Consolidated Statements of Comprehensive Income
(in thousands)
Year ended December 31,
2025
2024
2023
Net income
$
279,270
$
193,266
$
197,201
Other comprehensive loss:
Loss on interest rate swaps
(24,225)
(13,919)
(21,774)
Other comprehensive loss
(24,225)
(13,919)
(21,774)
Comprehensive income
255,045
179,347
175,427
Income attributable to noncontrolling interest
(5,751)
(4,046)
(4,356)
Other comprehensive loss attributable to noncontrolling interest
499
291
481
Comprehensive income attributable to STAG Industrial, Inc.
$
249,793
$
175,592
$
171,552
The accompanying notes are an integral part of these consolidated financial statements.
F-6
STAG Industrial, Inc.
Consolidated Statements of Equity
(in thousands, except share data)
Preferred Stock
Common Stock
Additional Paid-
in Capital
Cumulative
Dividends in
Excess of
Earnings
Accumulated
Other
Comprehensive
Income
Total
Stockholders’
Equity
Noncontrolling
Interest in
Operating
Partnership
Noncontrolling
Interest in Joint
Ventures
Total Equity
Shares
Par Amount
Balance, December 31, 2022
$
—
179,248,980
$
1,792
$ 4,188,677
$
(876,145) $
70,500
$ 3,384,824
$
73,357
$
—
$ 3,458,181
Proceeds from sales of common stock, net
—
1,967,009
20
69,436
—
—
69,456
—
—
69,456
Dividends and distributions, net ($1.47 per
share/unit)
—
—
—
—
(265,337)
—
(265,337)
(2,672)
—
(268,009)
Non-cash compensation activity, net
—
102,704
1
1,748
(83)
—
1,666
9,090
—
10,756
Redemption of common units to common stock
—
372,174
4
6,997
—
—
7,001
(7,001)
—
—
Rebalancing of noncontrolling interest in
operating partnership
—
—
—
5,518
—
—
5,518
(5,518)
—
—
Other comprehensive loss
—
—
—
—
—
(21,293)
(21,293)
(481)
—
(21,774)
Net income
—
—
—
—
192,845
—
192,845
4,356
—
197,201
Balance, December 31, 2023
—
181,690,867
1,817
4,272,376
(948,720)
49,207
3,374,680
71,131
—
3,445,811
Proceeds from sales of common stock, net
—
4,308,008
43
167,176
—
—
167,219
—
—
167,219
Dividends and distributions, net ($1.48 per
share/unit)
—
—
—
—
(270,021)
—
(270,021)
(5,644)
—
(275,665)
Non-cash compensation activity, net
—
78,098
1
3,724
(236)
—
3,489
7,382
—
10,871
Redemption of common units to common stock
—
440,550
4
8,157
—
—
8,161
(8,161)
—
—
Rebalancing of noncontrolling interest in
operating partnership
—
—
—
(1,469)
—
—
(1,469)
1,469
—
—
Contributions from controlling interest in joint
ventures
—
—
—
—
—
—
—
—
1,525
1,525
Other comprehensive loss
—
—
—
—
—
(13,628)
(13,628)
(291)
—
(13,919)
Net income
—
—
—
—
189,220
—
189,220
4,046
—
193,266
Balance, December 31, 2024
—
186,517,523
1,865
4,449,964
(1,029,757)
35,579
3,457,651
69,932
1,525
3,529,108
Proceeds from sales of common stock, net
—
4,169,738
42
156,723
—
—
156,765
—
—
156,765
Dividends and distributions, net ($1.49 per
share/unit)
—
—
—
—
(278,692)
—
(278,692)
(5,998)
—
(284,690)
Non-cash compensation activity, net
—
54,993
—
2,922
(24)
—
2,898
9,438
—
12,336
Redemption of common units to common stock
—
263,007
3
4,855
—
—
4,858
(4,858)
—
—
Rebalancing of noncontrolling interest in
operating partnership
—
—
—
2,424
—
—
2,424
(2,424)
—
—
Contributions from noncontrolling interest in
joint ventures
—
—
—
—
—
—
—
—
2,465
2,465
Other comprehensive loss
—
—
—
—
—
(23,726)
(23,726)
(499)
—
(24,225)
Net income
—
—
—
—
273,519
—
273,519
5,751
—
279,270
Balance, December 31, 2025
$
—
191,005,261
$
1,910
$ 4,616,888
$ (1,034,954) $
11,853
$ 3,595,697
$
71,342
$
3,990
$ 3,671,029
The accompanying notes are an integral part of these consolidated financial statements.
F-7
STAG Industrial, Inc.
Consolidated Statements of Cash Flows
(in thousands)
Year ended December 31,
2025
2024
2023
Cash flows from operating activities:
Net income
$
279,270
$
193,266
$
197,201
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
301,797
293,077
278,447
Loss on impairment
888
4,967
—
Gain on involuntary conversion
(1,855)
(11,843)
—
Non-cash portion of interest expense
5,421
4,506
3,905
Amortization of above and below market leases, net
(2,538)
(602)
(887)
Straight-line rent adjustments, net
(19,432)
(14,447)
(16,648)
Debt extinguishment and modification expenses
30
36
—
Gain on the sales of rental property, net
(93,750)
(32,273)
(54,100)
Non-cash compensation expense
12,719
11,740
11,486
Change in assets and liabilities:
Tenant accounts receivable
1,156
4,607
1,915
Prepaid expenses and other assets
(28,018)
(27,425)
(23,870)
Accounts payable, accrued expenses and other liabilities
4,648
22,748
(9,237)
Tenant prepaid rent and security deposits
3,052
11,935
2,880
Total adjustments
184,118
267,026
193,891
Net cash provided by operating activities
463,388
460,292
391,092
Cash flows from investing activities:
Additions of land and buildings and improvements
(204,517)
(150,445)
(107,856)
Acquisitions of land and buildings and improvements
(398,417)
(624,722)
(303,991)
Acquisitions of other assets
(167)
(243)
—
Acquisitions of operating lease right-of-use assets
(3,495)
(3,554)
—
Proceeds from sale of rental property, net
164,235
126,479
105,602
Acquisitions of tenant prepaid rent
—
—
511
Acquisition deposits, net
(350)
(450)
3,850
Acquisitions of deferred leasing intangibles
(58,086)
(81,677)
(18,462)
Acquisitions of operating lease liabilities
3,495
3,554
—
Net cash used in investing activities
(497,302)
(731,058)
(320,346)
Cash flows from financing activities:
Proceeds from unsecured credit facility
1,394,000
1,976,000
1,167,000
Repayment of unsecured credit facility
(1,541,000)
(1,969,000)
(940,000)
Proceeds from unsecured term loans
55,000
—
—
Repayment of unsecured term loans
(55,000)
—
—
Proceeds from unsecured notes
550,000
450,000
—
Repayment of unsecured notes
(175,000)
(50,000)
(100,000)
Repayment of mortgage notes
(223)
(215)
(3,503)
Payment of loan fees and costs
(4,908)
(12,456)
(270)
Dividends and distributions
(283,971)
(274,920)
(267,567)
Proceeds from sales of common stock, net
156,690
167,278
69,485
Repurchase and retirement of share-based compensation
(649)
(1,047)
(812)
Contributions from noncontrolling interest in joint ventures
2,465
651
—
Net cash provided by (used in) financing activities
97,404
286,291
(75,667)
Increase (decrease) in cash and cash equivalents and restricted cash
63,490
15,525
(4,921)
Cash and cash equivalents and restricted cash—beginning of period
37,393
21,868
26,789
Cash and cash equivalents and restricted cash—end of period
$
100,883
$
37,393
$
21,868
Supplemental disclosure:
Cash paid for interest, net of amounts capitalized of $3,612, $2,268, and $2,600 for 2025, 2024, and 2023,
respectively
$
127,684
$
108,817
$
89,979
Supplemental schedule of non-cash investing and financing activities
Acquisitions of land and buildings and improvements
$
(780) $
(3,330) $
(66)
Acquisitions of deferred leasing intangibles
$
(129) $
(357) $
(6)
Additions to building and other capital improvements from involuntary conversion
$
(1,855) $
(14,810) $
—
Partial disposal due to involuntary conversion of building
$
—
$
—
$
2,968
Investing other receivables due to involuntary conversion of building
$
—
$
2,968
$
(2,968)
Change in additions of land, building, and improvements included in accounts payable, accrued expenses and
other liabilities
$
(657) $
(19,126) $
2,836
Additions to building and other capital improvements from non-cash compensation
$
(266) $
(205) $
(92)
Change in loan fees, costs, and offering costs included in accounts payable, accrued expenses and other liabilities
$
(296) $
(563) $
(30)
Contributions from noncontrolling interest in joint ventures
$
—
$
874
$
—
Dividends and distributions accrued
$
24,187
$
23,469
$
22,726
The accompanying notes are an integral part of these consolidated financial statements.
F-8
STAG Industrial, Inc.
Notes to Consolidated Financial Statements
1. Organization and Description of Business
STAG Industrial, Inc. (the “Company”) is an industrial real estate operating company focused on the acquisition, development,
and operation of industrial properties throughout the United States. The Company was formed as a Maryland corporation and
has elected to be treated and intends to continue to qualify as a real estate investment trust (“REIT”) under Sections 856 through
860 of the Internal Revenue Code of 1986, as amended (“the Code”). The Company is structured as an umbrella partnership
REIT, commonly called an UPREIT, and owns all of its properties and conducts substantially all of its business through its
operating partnership, STAG Industrial Operating Partnership, L.P., a Delaware limited partnership (the “Operating
Partnership”). As of December 31, 2025 and 2024, the Company owned 98.1% and 98.0%, respectively, of the common units
of the limited partnership interests in the Operating Partnership. The Company, through its wholly owned subsidiary, is the sole
general partner of the Operating Partnership. As used herein, the “Company” refers to STAG Industrial, Inc. and its
consolidated subsidiaries, including the Operating Partnership, except where context otherwise requires.
As of December 31, 2025, the Company owned 601 industrial buildings in 41 states with approximately 120.0 million rentable
square feet (square feet unaudited herein and throughout the Notes).
2. Summary of Significant Accounting Policies
Basis of Presentation
The Company’s consolidated financial statements include the accounts of the Company, the Operating Partnership, and their
consolidated subsidiaries. Interests in the Operating Partnership not owned by the Company are referred to as “Noncontrolling
Common Units.” These Noncontrolling Common Units are held by other limited partners in the form of common units (“Other
Common Units”) and long-term incentive plan units (“LTIP units”) issued pursuant to the STAG Industrial, Inc. 2011 Equity
Incentive Plan, as amended and restated (the “2011 Plan”). All majority-owned subsidiaries and joint ventures over which the
Company has a controlling financial interest are included in the consolidated financial statements. All significant intercompany
balances and transactions have been eliminated in the consolidation of entities. The financial statements of the Company are
presented on a consolidated basis for all periods presented.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2024-03,
“Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires enhanced disclosures regarding
income statement expenses, including disaggregation of significant categories such as depreciation and amortization of real
estate assets, property operating expenses and employee compensation, within relevant expense captions presented in the
income statement. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026. The Company is
currently evaluating ASU 2024-03 to determine the impact on its financial statement disclosures.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
Rental Property and Deferred Leasing Intangibles
Rental property is carried at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are
expensed as incurred. Significant renovations and betterments that extend the economic useful lives of assets are capitalized.
The Company capitalizes costs directly 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 on the date the property is substantially
completed. Such costs begin to be capitalized to the development projects from the point the Company is undergoing the
necessary activities to get the development project ready for its intended use and cease when the development projects are
F-9
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 the Company’s unsecured indebtedness during the period.
For properties classified as held for sale, the Company ceases depreciating and amortizing the rental property and values the
rental property at the lower of depreciated and amortized cost or fair value less costs to dispose. The Company presents those
properties classified as held for sale with any qualifying assets and liabilities associated with those properties as held for sale in
the accompanying Consolidated Balance Sheets.
Using information available at the time of acquisition, the Company allocates the purchase price of properties acquired based
upon the fair value of the assets acquired and liabilities assumed, which generally consist of land, buildings, tenant
improvements, mortgage debt assumed, and deferred leasing intangibles, which includes in-place leases, above market and
below market leases, and tenant relationships. The process for determining the allocation to these components requires
estimates and assumptions, including rental rates, discount rates and exit capitalization rates, and land value per square foot, as
well as available market information, and therefore involves subjective analysis and uncertainty. The fair value of the tangible
assets of an acquired property considers the value of the property as if it were vacant. The portion of the purchase price that is
allocated to above and below market leases is valued based on the present value of the difference between prevailing market
rates and the in-place rates measured over a period equal to the remaining term of the lease term plus the term of any bargain
renewal options. The purchase price is further allocated to in-place lease values and tenant relationships based on the
Company’s evaluation of the specific characteristics of each tenant’s lease and its overall relationship with the respective
tenant.
The above and below market lease values are amortized into rental income over the remaining lease term. The value of in-place
lease intangibles and tenant relationships are amortized over the remaining lease term (and expected renewal period of the
respective lease for tenant relationships) as increases to depreciation and amortization expense. The remaining lease terms are
adjusted for bargain renewal options or assumed exercises of early termination options, as applicable. If a tenant subsequently
terminates its lease, any unamortized portion of above and below market leases is accelerated into rental income and the in-
place lease value and tenant relationships are accelerated into depreciation and amortization expense over the shortened lease
term.
The purchase price allocated to deferred leasing intangible assets are included in rental property, net on the accompanying
Consolidated Balance Sheets, and the purchase price allocated to deferred leasing intangible liabilities are included in deferred
leasing intangibles, net on the accompanying Consolidated Balance Sheets under the liabilities section.
In determining the fair value of the debt assumed, the Company discounts the spread between the future contractual interest
payments and hypothetical future interest payments on mortgage debt based on a current market rate. The associated fair market
value debt adjustment is amortized through interest expense over the life of the debt on a basis which approximates the effective
interest method.
The Company evaluates the carrying value of all tangible and intangible rental property assets and deferred leasing intangible
liabilities (collectively, the “property”) held for use for possible impairment when an event or change in circumstance has
occurred that indicates their carrying value may not be recoverable. The evaluation includes estimating and reviewing
anticipated future undiscounted cash flows to be derived from the property. If such cash flows are less than the property’s
carrying value, an impairment charge is recognized to the extent by which the property’s carrying value exceeds the estimated
fair value. Estimating future cash flows is highly subjective and is based in part on assumptions regarding anticipated hold
period, future occupancy, rental rates, capital requirements, and exit capitalization rates that could differ from actual results.
The discount rate used to present value the cash flows for determining fair value is also subjective.
Depreciation expense is computed using the straight-line method based on the following estimated useful lives.
Description
Estimated Useful Life
Building
40 Years
Building and land improvements (maximum)
20 Years
Tenant improvements
Shorter of useful life or terms of related lease
Fully depreciated or amortized tenant improvements, deferred leasing intangible assets, deferred leasing intangible liabilities, or
other assets and the associated accumulated depreciation or amortization are written-off. The Company wrote-off fully
depreciated or amortized tenant improvements, deferred leasing intangible assets, deferred leasing intangible liabilities, and
F-10
other assets of approximately $8.1 million, $50.2 million, $5.4 million, and $134.1 million respectively, for the year ended
December 31, 2025 and approximately $4.6 million, $71.1 million, $4.1 million, and $0.1 million respectively, for the year
ended December 31, 2024.
Leases
For leases in which the Company is the lessee, the Company recognizes a right-of-use asset and corresponding lease liability on
the accompanying Consolidated Balance Sheets equal to the present value of the fixed lease payments. In determining the
operating right-of-use asset and lease liability for the Company’s operating leases, the Company estimates an appropriate
incremental borrowing rate on a fully-collateralized basis for the terms of the leases. The Company utilizes a market-based
approach to estimate the incremental borrowing rate for each individual lease. Additionally, since the terms of the Company’s
ground leases are significantly longer than the terms of borrowings available to the Company on a fully-collateralized basis, the
estimate of this rate requires significant judgment, and considers factors such as yields on outstanding public debt and other
market based pricing on longer duration financing instruments.
Interest in Joint Ventures
The Company has equity interests in consolidated joint ventures that are primarily engaged in the development and eventual
operation of industrial real estate properties. The Company evaluated the joint ventures under the variable interest entity
(“VIE”) model of consolidation and determined that the joint ventures are not VIEs. Accordingly, the Company has determined
to account for its investment in the joint ventures under the voting interest model of consolidation, as the Company has a
majority voting interest and financial control. Control is determined using accounting standards related to the consolidation of
joint ventures and VIEs. The evaluation of control includes a review of the entity’s governing documents and the Company’s
rights and obligations. In determining whether the Company has a controlling financial interest in a joint venture, the Company
considers various factors, including the percentage of voting interests owned, the ability to direct the activities that most
significantly impact the entity’s economic performance, and the extent of the Company’s exposure to the entity’s returns. The
Company also considers whether other parties hold substantive participating rights or protective rights that would preclude
consolidation. The Company reevaluates its consolidation conclusions on an ongoing basis and upon occurrence of certain
significant events under the accounting standards consolidation guidance.
The assets and liabilities of the consolidated joint ventures are included in the accompanying Consolidated Balance Sheets, and
the joint ventures’ results of operations are included in the accompanying Consolidated Statements of Operations. The joint
venture partners’ share of the joint ventures is reflected as noncontrolling interest in joint ventures in the accompanying
consolidated financial statements. See Note 7 for further discussion of the noncontrolling interest in joint ventures.
The Company’s interest in the joint ventures is recognized under the hypothetical liquidation at book value model. Under this
model, the Company’s earnings from and equity interest in the joint ventures are recorded based on its proportionate share of
the joint ventures based on its ownership interest, after giving effect to incentive fees earned by the joint venture partner.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and highly liquid short-term investments with original maturities of three months or
less. The Company maintains cash and cash equivalents in United States banking institutions that may exceed amounts insured
by the Federal Deposit Insurance Corporation. While the Company monitors the cash balances in its operating accounts, these
cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the
financial markets. To date, the Company has experienced no loss or lack of access to cash in its operating accounts, and
mitigates this risk by using nationally recognized banking institutions.
F-11
Restricted Cash
Restricted cash may include tenant security deposits and cash held by qualified intermediaries to facilitate a like-kind exchange
of real estate under Section 1031 of the Code. The following table presents a reconciliation of cash and cash equivalents and
restricted cash reported on the accompanying Consolidated Balance Sheets to amounts reported on the accompanying
Consolidated Statements of Cash Flows as of December 31, 2025 and 2024.
Reconciliation of cash and cash equivalents and restricted cash (in thousands)
December 31, 2025
December 31, 2024
Cash and cash equivalents
$
14,910
$
36,284
Restricted cash
85,973
1,109
Total cash and cash equivalents and restricted cash
$
100,883
$
37,393
Deferred Costs
Deferred financing fees and debt issuance costs include costs incurred in obtaining debt that are capitalized and are presented as
a direct deduction from the carrying amount of the associated debt liability that is not a line-of-credit arrangement on the
accompanying Consolidated Balance Sheets. Deferred financing fees and debt issuance costs related to line-of-credit
arrangements are presented as an asset in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets.
The deferred financing fees and debt issuance costs are amortized through interest expense over the life of the respective loans
on a basis which approximates the effective interest method. Any unamortized amounts upon early repayment of debt are
written off in the period of repayment as a loss on extinguishment of debt. Fully amortized deferred financing fees and debt
issuance costs are written off upon maturity of the underlying debt.
Leasing commissions include commissions and other direct and incremental costs incurred to obtain new tenant leases as well
as to renew existing tenant leases, and are presented in prepaid expenses and other assets on the accompanying Consolidated
Balance Sheets. Leasing commissions are capitalized and amortized over the terms of the related leases (and bargain renewal
terms or assumed exercise of early termination options) using the straight-line method. If a lease terminates prior to the
expiration of its initial term, any unamortized costs related to the lease are accelerated into amortization expense. Changes in
leasing commissions are presented in the cash flows from operating activities section of the accompanying Consolidated
Statements of Cash Flows.
Goodwill
The excess of the cost of an acquired business over the net of the amounts assigned to assets acquired (including identified
intangible assets) and liabilities assumed is recorded as goodwill. Goodwill of the Company of approximately $4.9 million as of
December 31, 2025 represents amounts allocated to the assembled workforce from the acquired management company, and is
presented in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets. The Company’s goodwill
has an indeterminate life and is not amortized, but is tested for impairment on an annual basis at December 31, or more
frequently if events or changes in circumstances indicate that the asset might be impaired. The Company takes a qualitative
approach to consider whether an impairment of goodwill exists prior to quantitatively determining the fair value of the reporting
unit in step one of the impairment test. The Company has recorded no impairments to goodwill through December 31, 2025.
Use of Derivative Financial Instruments
The Company records all derivatives on the accompanying Consolidated Balance Sheets at fair value. The accounting for
changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to
designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied
the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in
the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered
fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows,
or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the
matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the
hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to
economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge
accounting.
F-12
In accordance with fair value measurement guidance, the Company made an accounting policy election to measure the credit
risk of its derivative financial instruments that are subject to master netting arrangements on a net basis by counterparty
portfolio. Credit risk is the risk of failure of the counterparty to perform under the terms of the contract. The Company
minimizes the credit risk in its derivative financial instruments by entering into transactions with various high-quality
counterparties. The Company’s exposure to credit risk at any point is generally limited to amounts recorded as assets on the
accompanying Consolidated Balance Sheets.
Fair Value of Financial Instruments
Financial instruments include cash and cash equivalents, restricted cash, tenant accounts receivable, interest rate swaps,
accounts payable, accrued expenses, unsecured credit facility, unsecured term loans, unsecured notes, and mortgage note. See
Note 4 for the fair value of the Company’s indebtedness. See Note 5 for the fair value of the Company’s interest rate swaps. All
other financial instruments noted are recorded at carrying value, which equates to their fair value.
The Company adopted fair value measurement provisions for its financial instruments recorded at fair value. The guidance
establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1,
defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in
active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no
market data exists, therefore requiring an entity to develop its own assumptions.
Offering Costs
Underwriting commissions and direct offering costs have been reflected as a reduction of additional paid-in capital on the
accompanying Consolidated Balance Sheets and Consolidated Statements of Equity. Indirect costs associated with equity
offerings are expensed as incurred and included in general and administrative expenses on the accompanying Consolidated
Statements of Operations.
Dividends
Earnings and profits, which determine the taxability of dividends to stockholders, will differ from income reported for financial
reporting purposes due to the differences for federal income tax purposes in the treatment of gains on the sale of real property,
revenue and expense recognition, and in the estimated useful lives and basis used to compute depreciation. In addition, the
Company’s distributions may include a return of capital. To the extent that the Company makes distributions in excess of its
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 may not be taxable. A return
of capital has the effect of reducing the holder’s adjusted tax basis in its investment, which may or may not be taxable to the
holder. In January 2026, the Company announced a modification to its dividend policy. Beginning in 2026, ordinary dividends,
if and when declared, will be declared and paid quarterly rather than monthly.
The following table summarizes the tax treatment of dividends per share of common stock for federal income tax purposes
during years ended December 31, 2025, 2024 and 2023.
Year ended December 31,
2025
2024
2023
Federal Income Tax Treatment of Dividends per Common Share
Per Share
%
Per Share
%
Per Share
%
Ordinary income
$ 1.385009
92.4 %
$ 1.316017
89.9 %
$ 1.243518
83.7 %
Return of capital
—
— %
0.103508
7.1 %
—
— %
Unrecaptured section 1250 capital gain
0.030187
2.0 %
0.043793
3.0 %
0.089829
6.0 %
Other capital gain
0.084101
5.6 %
—
— %
0.151665
10.3 %
Total(1)
$ 1.499297
100.0 %
$ 1.463318
100.0 %
$ 1.485012
100.0 %
(1)
The December 2022 monthly common stock dividend of $0.121667 per share was included in the stockholder’s 2023 tax year. The December 2023
monthly common stock dividend of $0.1225 per share was partially included in the stockholder’s 2023 tax year in the amount of $0.015845 per share and
the remainder was included in the stockholder’s 2024 tax year. The December 2024 monthly common stock dividend of $0.123333 per share was
included in the stockholder’s 2025 tax year. The December 2025 monthly common stock dividend of $0.124167 per share was partially included in the
stockholder’s 2025 tax year in the amount of $0.010127 per share and the remainder will be included in the stockholder’s 2026 tax year.
F-13
Revenue Recognition
All current leases are classified as operating leases and rental income is recognized on a straight-line basis over the term of the
lease (and expected bargain renewal terms or assumed exercise of early termination options) when collectability is reasonably
assured. Differences between rental income earned and amounts due under the lease are charged or credited, as applicable, to
accrued rental income.
The Company determined that for all leases where the Company is the lessor, that the timing and pattern of transfer of the non-
lease components and associated lease components are the same, and that the lease components, if accounted for separately,
would be classified as an operating lease. Accordingly, the Company has made an accounting policy election to recognize the
combined component in accordance with Accounting Standards Codification Topic 842 as rental income on the accompanying
Consolidated Statements of Operations.
Rental income recognition commences when the tenant takes possession of or controls the physical use of the leased space and
the leased space is substantially complete and ready for its intended use. In order to determine whether the leased space is
substantially complete and ready for its intended use, the Company determines whether the Company or the tenant own the
tenant improvements. When it is determined that the Company is the owner of the tenant improvements, rental income
recognition begins when the tenant takes possession of or controls the physical use of the finished space, which is generally
when the Company owned tenant improvements are completed. In instances when it is determined that the tenant is the owner
of tenant improvements, rental income recognition begins when the tenant takes possession of or controls the physical use of
the leased space.
The Company evaluates its operating leases to determine if it is probable it will collect substantially all of the lessee’s
remaining lease payments under the lease term. For those that are not probable of collection, the Company converts to the cash
basis of accounting. If the Company subsequently determines that it is probable it will collect substantially all of the lessee’s
remaining lease payments under the lease term, the Company will reinstate the accrued rent balance adjusting for the amount
related to the period when the lease was accounted for on a cash basis.
When the Company is the owner of tenant improvements or other capital items, the cost to construct the tenant improvements
or other capital items, including costs paid for or reimbursed by the tenants, is recorded as capital assets. For these tenant
improvements or other capital items, the costs funded by or reimbursed by the tenants are recorded as deferred revenue, which
is amortized on a straight-line basis as income over the shorter of the useful life of the capital asset or the term of the related
lease.
Early lease termination fees are recorded in rental income on a straight-line basis from the notification date of such termination
to the then remaining (not the original) lease term, if any, or upon collection if collection is not reasonably assured.
Gain on the Sales of Rental Property, net
The timing of the derecognition of a rental property and the corresponding recognition of gain on the sales of rental property,
net is measured by various criteria related to the terms of the sale transaction and if the Company has lost control of the
property and the acquirer has gained control of the property after the transaction. If the derecognition criteria is met, the full
gain is recognized.
Incentive and Equity-Based Employee Compensation Plans
The Company grants equity-based compensation awards to its employees and directors in the form of restricted shares of
common stock, LTIP units, and performance units. See Notes 6, 7 and 8 for further discussion of restricted shares of common
stock, LTIP units, and performance units, respectively. The Company measures equity-based compensation expense based on
the fair value of the awards on the grant date and recognizes the expense ratably over the vesting period, and forfeitures are
recognized in the period in which they occur.
The Company provides supplemental retirement benefits for eligible employees. For those employees who are retirement
eligible or will become retirement eligible during the applicable vesting period, the Company accelerates equity-based
compensation through the employee’s six-month retirement notification period or retirement eligibility date, respectively.
F-14
Related-Party Transactions
The Company did not have any related-party transactions during the years ended December 31, 2025, 2024 and 2023.
Taxes
Federal Income Taxes
The Company elected to be taxed as a REIT under the Code commencing with its taxable year ended December 31, 2011 and
intends to continue to qualify as a REIT. As a REIT, the Company is generally not subject to corporate level federal income tax
on the earnings distributed currently to its stockholders that it derives from its REIT qualifying activities. As a REIT, the
Company is required to distribute at least 90% of its REIT taxable income to its stockholders and meet the various other
requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity
of stock ownership.
The Company will not be required to make distributions with respect to income derived from the activities conducted through
subsidiaries that the Company elects to treat as taxable REIT subsidiaries (“TRS”) for federal income tax purposes, nor will it
have to comply with income, assets, or ownership restrictions inside of the TRS. Certain activities that the Company undertakes
must or should be conducted by a TRS, such as performing non-customary services for its tenants and holding assets that it
cannot hold directly. A TRS is subject to federal and state income taxes. The Company’s TRS did not have any activity for the
years ended December 31, 2025, 2024 and 2023.
State and Local Income, Excise, and Franchise Tax
The Company and certain of its subsidiaries are subject to certain state and local income, excise and franchise taxes. Taxes in
the amount of approximately $1.6 million, $2.0 million and $2.0 million have been recorded in other expenses on the
accompanying Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023, respectively.
Uncertain Tax Positions
Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained
based solely on its technical merits, with the taxing authority having full knowledge of all relevant information. The
measurement of a tax benefit for an uncertain tax position that meets the “more likely than not” threshold is based on a
cumulative probability model under which the largest amount of tax benefit recognized is the amount with a greater than 50%
likelihood of being realized upon ultimate settlement with the taxing authority having full knowledge of all the relevant
information. As of December 31, 2025, 2024 and 2023, there were no liabilities for uncertain tax positions.
Earnings Per Share
The Company uses the two-class method of computing earnings per common share, which is an earnings allocation formula
that determines earnings per share for common stock and any participating securities according to dividends declared (whether
paid or unpaid) and participation rights in undistributed earnings. Basic net income per common share is computed by dividing
net income available to common stockholders by the weighted average number of shares of common stock outstanding for the
period. Diluted net income per common share is computed by dividing net income available to common stockholders by the
sum of the weighted average number of shares of common stock outstanding and any dilutive securities for the period.
Segment Reporting
The Company manages its operations on an aggregated, single segment basis for purposes of assessing performance and
making operating decisions and, accordingly, has only one reporting and operating segment. This single segment of real estate
operations derives its revenues from rental income from the tenants who occupy its buildings. Substantially all revenues,
expenses, and assets are attributable to this single segment and are consistent with the amounts presented in the accompanying
Consolidated Balance Sheets and Consolidated Statements of Operations. Total expenditures for additions to segment long-
lived assets are consistent with the amounts presented in the accompanying Consolidated Statements of Cash Flows as additions
of land and buildings and improvements.
F-15
The chief operating decision maker of the Company, which is its Chief Executive Officer, assesses performance of the segment
and decides how to allocate resources based on net income that is reported on the accompanying Consolidated Statements of
Operations.
Concentrations of Credit Risk
Concentrations of credit risk relevant to the Company may arise when a number of financing arrangements, including revolving
credit facilities or derivatives, are entered into with the same lenders or counterparties, and have similar economic features that
would cause their inability to meet contractual obligations. The Company mitigates the concentration of credit risk as it relates
to financing arrangements by entering into loan syndications with multiple, reputable financial institutions and diversifying its
debt counterparties. The Company also reduces exposure by diversifying its derivatives across multiple counterparties who
meet established credit and capital guidelines.
Concentrations of credit risk may also arise when the Company enters into leases with multiple tenants concentrated in the same
industry, or into a significant lease or multiple leases with a single tenant, or tenants are located in the same geographic region,
or have similar economic features that would cause their inability to meet contractual obligations, including those to the
Company, to be similarly affected. The Company regularly monitors its tenant base to assess potential concentrations of credit
risk through financial statement review, tenant management calls, and press releases. Management believes the current credit
risk of the Company’s portfolio is reasonably well diversified and does not contain any unusual concentration of credit risk.
3. Rental Property
The following table summarizes the components of rental property, net as of December 31, 2025 and 2024.
Rental Property (in thousands)
December 31, 2025
December 31, 2024
Land
$
811,569
$
771,794
Buildings, net of accumulated depreciation of $855,290 and $738,348, respectively
4,785,314
4,634,634
Tenant improvements, net of accumulated depreciation of $43,997 and $42,092, respectively
45,922
44,987
Building and land improvements, net of accumulated depreciation of $220,644 and $305,426, respectively
613,864
396,883
Construction in progress
148,371
218,616
Deferred leasing intangibles, net of accumulated amortization of $425,502 and $386,627, respectively
394,967
428,865
Total rental property, net
$
6,800,007
$
6,495,779
F-16
Acquisitions
The following tables summarize the acquisitions of the Company during the years ended December 31, 2025 and 2024. The
Company accounted for all of its acquisitions as asset acquisitions.
Year ended December 31, 2025
Market(1)
Date Acquired
Square Feet
Number of
Buildings
Purchase Price
(in thousands)
Minneapolis, MN
January 9, 2025
161,600
1
$
16,537
Chicago, IL
February 27, 2025
231,964
2
26,748
Three months ended March 31, 2025
393,564
3
43,285
Louisville, KY(2)
May 7, 2025
—
—
5,497
Chicago, IL
June 12, 2025
183,200
1
18,399
Three months ended June 30, 2025
183,200
1
23,896
Houston, TX(3)
September 15, 2025
462,250
1
47,485
Dayton, OH(4)
September 23, 2025
—
—
2,944
Dayton, OH(3)
September 23, 2025
524,160
1
54,043
Three months ended September 30, 2025
986,410
2
104,472
Fresno, CA
October 27, 2025
408,198
1
49,154
Kansas City, MO
November 19, 2025
552,281
2
42,963
Nashville, TN
December 4, 2025
99,561
1
17,516
Cincinnati, OH
December 9, 2025
215,670
1
22,577
Chicago, IL
December 17, 2025
621,246
1
70,673
Raleigh, NC
December 22, 2025
340,200
1
83,043
Three months ended December 31, 2025
2,237,156
7
285,926
Year ended December 31, 2025
3,800,330
13
$
457,579
(1) As defined by CBRE-EA industrial market geographies. If the building is located outside of a CBRE-EA defined market, the city and state is reflected.
(2) The Company acquired a vacant land parcel through a consolidated joint venture.
(3) These buildings were acquired through reverse like-kind exchange agreements pursuant to Section 1031 of the Code (“Reverse 1031 Exchanges”) with a
third-party intermediary. See below under “Variable Interest Entities” for additional information.
(4) The Company acquired a vacant land parcel.
F-17
Year ended December 31, 2024
Market(1)
Date Acquired
Square Feet
Number of
Buildings
Purchase Price
(in thousands)
Cincinnati, OH
March 18, 2024
697,500
1
$
50,073
Three months ended March 31, 2024
697,500
1
50,073
Milwaukee, WI
April 8, 2024
150,002
1
16,062
Portland, OR
April 15, 2024
99,136
1
17,058
Louisville, IN
April 16, 2024
592,800
1
52,352
Portland, OR(2)
June 6, 2024
—
—
8,178
El Paso, TX
June 10, 2024
254,103
1
32,182
Chicago, IL
June 24, 2024
947,436
5
87,560
Columbus, OH
June 26, 2024
150,207
1
20,408
Three months ended June 30, 2024
2,193,684
10
233,800
Reno, NV(2)
July 25, 2024
—
—
1,896
Reno, NV(3)
August 8, 2024
—
—
8,959
LaGrange, GA
September 9, 2024
323,368
1
34,870
Boston, MA
September 12, 2024
290,471
5
78,127
Three months ended September 30, 2024
613,839
6
123,852
Minneapolis, MN
October 10, 2024
360,000
1
43,288
Minneapolis, MN
October 15, 2024
126,000
1
23,331
Minneapolis, MN
October 30, 2024
96,096
1
13,896
Philadelphia, PA
October 31, 2024
69,492
1
12,443
Phoenix, AZ
November 7, 2024
80,000
1
14,707
Kansas City, MO
November 12, 2024
676,000
2
55,651
Chicago, IL
December 3, 2024
725,917
5
73,230
Charlotte, NC
December 5, 2024
86,749
1
12,981
Salt Lake City, UT
December 10, 2024
172,847
1
34,615
Charlotte, NC(3)
December 13, 2024
—
—
8,926
Sacramento, CA
December 30, 2024
55,064
1
9,536
Three months ended December 31, 2024
2,448,165
15
302,604
Year ended December 31, 2024
5,953,188
32
$
710,329
(1) As defined by CBRE-EA industrial market geographies. If the building is located outside of a CBRE-EA defined market, the city and state is reflected.
(2) The Company acquired a vacant land parcel.
(3) The Company acquired a vacant land parcel through a consolidated joint venture.
On May 7, 2025, the Company formed a joint venture with a third party, and the venture is primarily engaged in the
development and eventual operation of an industrial real estate property located in Shepherdsville, Kentucky.
On December 13, 2024, the Company formed a joint venture with a third party that is primarily engaged in the development
and eventual operation of two industrial real estate properties located in Concord, North Carolina.
On August 8, 2024, the Company formed a joint venture with a third party that is primarily engaged in the development and
eventual operation of an industrial real estate property located in Reno, Nevada.
The Company accounts for its investment in the joint ventures under the voting interest model of consolidation. See Note 2 for
further discussion of this determination. See Note 7 for further discussion of the third-parties’ noncontrolling interest in the
joint ventures.
F-18
The following table summarizes the allocation of the consideration paid at the date of acquisition during the years ended
December 31, 2025 and 2024 for the acquired assets and liabilities in connection with the acquisitions identified in the tables
above.
Year ended December 31, 2025
Year ended December 31, 2024
Acquired Assets and Liabilities
Purchase price
(in thousands)
Weighted average
amortization period
(years) of intangibles
at acquisition
Purchase price
(in thousands)
Weighted average
amortization period
(years) of intangibles
at acquisition
Land
$
45,786
N/A
$
84,965
N/A
Buildings
315,431
N/A
504,551
N/A
Tenant improvements
5,843
N/A
8,726
N/A
Building and land improvements
30,568
N/A
26,207
N/A
Construction in progress
1,569
N/A
3,603
N/A
Deferred leasing intangibles - in-place leases
40,236
7.2
60,659
6.4
Deferred leasing intangibles - tenant relationships
18,969
10.8
32,784
10.1
Deferred leasing intangibles - above market leases
—
N/A
934
2.7
Other assets
167
N/A
243
N/A
Operating lease right-of-use assets
3,495
N/A
3,554
N/A
Deferred leasing intangibles - below market leases
(990)
5.0
(12,343)
6.2
Operating lease liabilities
(3,495)
N/A
(3,554)
N/A
Total purchase price
$
457,579
$
710,329
Dispositions
The following table summarizes the Company’s dispositions for the years ended December 31, 2025, 2024, and 2023. All of the
dispositions were sold to third parties and were accounted for under the full accrual method.
Year ended December 31,
Sales of rental property, net (dollars in thousands)
2025
2024
2023
Number of buildings
11
10
10
Building square feet (in millions)
2.2
1.6
2.0
2025 dispositions contribution to net income(1)
$
2,214
$
6,338
$
5,654
2024 dispositions contribution to net income(1)
$
—
$
(6,183) $
3,964
2023 dispositions contribution to net income(1)
$
—
$
—
$
2,354
Proceeds from sale of rental property, net
$
164,235
$
126,479
$
105,602
Net book value
$
70,485
$
94,206
$
51,502
Gain on the sales of rental property, net
$
93,750
$
32,273
$
54,100
(1) Exclusive of any loss on impairment, gain on involuntary conversion, and gain on the sales of rental property, net.
Variable Interest Entities
In conjunction with the acquisition of the Houston, Texas and Dayton, Ohio buildings noted above, the Company entered into
Reverse 1031 Exchanges with a third-party intermediary, which, for a maximum of 180 days, allows the Company to defer for
tax purposes gains on the sale of other properties identified and sold within this period. Until the earlier of the termination of
the exchange agreements or 180 days after the acquisition dates, the third-party intermediary is the legal owner of the entities
that own these properties. The agreements that govern the operations of these entities provide the Company with the power to
direct the activities that most significantly impact the entities’ economic performance. These entities are deemed a VIE as of
December 31, 2025 because it does not have sufficient equity at risk to finance its activities without additional subordinated
financial support from other parties. The Company has determined that it is the primary beneficiary of these VIEs as a result of
having the power to direct the activities that most significantly impact its economic performance and the obligation to absorb
losses, as well as the right to receive benefits that could be potentially significant to the VIEs. Accordingly, the Company has
consolidated the entities and their operations as of the acquisition date. As of December 31, 2025, the VIEs had total assets,
primarily consisting of real estate, and liabilities of approximately $100.6 million and $2.5 million, respectively.
F-19
Loss on Impairment
The following table summarizes the Company’s loss on impairment for assets held and used during the years ended December
31, 2025 and 2024. The Company did not recognize a loss on impairment during the year ended December 31, 2023.
Market(1)
Buildings
Event or Change in
Circumstance Leading to
Impairment Evaluation(2)
Valuation technique utilized
to estimate fair value
Fair
Value(3)
Loss on
Impairment
(in thousands)
Lewiston, ME
1
Change in estimated hold period
(4)
Discounted cash flows
(5)
2,831
$
888
Year ended December 31, 2025
$
888
Salt Lake City, UT
1
Change in estimated hold period
(6)
Discounted cash flows
(7)
21,827
$
4,967
Year ended December 31, 2024
$
4,967
(1)
As defined by CBRE-EA industrial market geographies. If the building is located outside of a CBRE-EA defined market, the city and state is reflected.
(2)
The Company tested the asset group for impairment utilizing a probability weighted recovery analysis of certain scenarios, and it was determined that the
carrying value of the property and intangibles were not recoverable from the estimated future undiscounted cash flows.
(3)
The estimated fair value of the property is based on Level 3 inputs and is a non-recurring fair value measurement.
(4)
This property was sold during the year ended December 31, 2025.
(5)
Level 3 inputs used to determine fair value for the property impaired: discount rate of 12.0% and exit capitalization rate of 10.0%.
(6)
This property was sold during the year ended December 31, 2024.
(7)
Level 3 inputs used to determine fair value for the property impaired: discount rate of 9.3% and exit capitalization rate of 6.3%.
Involuntary Conversion
In December 2023, the Company recorded an estimated loss on involuntary conversion of approximately $3.0 million for the
year ended December 31, 2023 related to a tornado that damaged one of the Company’s buildings. An insurance policy
provided coverage for these losses, and accordingly the loss on involuntary conversion was fully offset for the year ended
December 31, 2023. As of December 31, 2023, the receivable from the insurance coverage was estimated to be approximately
$3.0 million, which was included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets.
During the year ended December 31, 2024, the approximately $3.0 million receivable from the insurance coverage was relieved
and exchanged for improvements made to the building and included as a non-cash investing activity on the accompanying
Consolidated Statements of Cash Flows. During the years ended December 31, 2025 and December 31, 2024, the Company
recognized a gain on involuntary conversion of approximately $1.9 million and $11.8 million, respectively. The Company did
not recognize a gain or loss on involuntary conversion during the year ended December 31, 2023.
Deferred Leasing Intangibles
The following table summarizes the deferred leasing intangibles, net on the accompanying Consolidated Balance Sheets as of
December 31, 2025 and 2024.
December 31, 2025
December 31, 2024
Deferred Leasing Intangibles (in thousands)
Gross
Accumulated
Amortization
Net
Gross
Accumulated
Amortization
Net
Above market leases
$
71,657
$
(41,824)
$
29,833
$
76,232
$
(39,335)
$
36,897
Other intangible lease assets
748,812
(383,678)
365,134
739,260
(347,292)
391,968
Total deferred leasing intangible assets
$ 820,469
$
(425,502)
$ 394,967
$ 815,492
$
(386,627)
$
428,865
Below market leases
$
59,664
$
(34,098)
$
25,566
$
64,703
$
(31,368)
$
33,335
Total deferred leasing intangible liabilities
$
59,664
$
(34,098)
$
25,566
$
64,703
$
(31,368)
$
33,335
The following table summarizes the amortization expense and the net increase to rental income for the amortization of deferred
leasing intangibles during the years ended December 31, 2025, 2024 and 2023.
Year ended December 31,
Deferred Leasing Intangibles Amortization (in thousands)
2025
2024
2023
Net increase to rental income related to above and below market lease amortization
$
2,515
$
579
$
865
Amortization expense related to other intangible lease assets
$
84,961
$
91,254
$
89,036
F-20
The following table summarizes the amortization of deferred leasing intangibles over the next five calendar years as of
December 31, 2025.
Year
Amortization Expense Related to Other Intangible
Lease Assets (in thousands)
Net Increase (Decrease) to Rental Income Related to
Above and Below Market Lease Amortization (in
thousands)
2026
$
75,604
$
1,508
2027
$
63,067
$
799
2028
$
54,524
$
693
2029
$
46,313
$
377
2030
$
36,682
$
(104)
F-21
4. Debt
The following table summarizes the Company’s outstanding indebtedness, including borrowings under the Company’s
unsecured credit facility, unsecured term loans, unsecured notes, and mortgage note as of December 31, 2025 and 2024.
Indebtedness (dollars in thousands)
December 31, 2025
December 31, 2024
Interest Rate(1)(2)
Maturity Date
Prepayment
Terms(3)
Unsecured credit facility:
Unsecured Credit Facility(4)
$
262,000 $
409,000 Term SOFR+0.775%
September 7, 2029
i
Total unsecured credit facility
262,000
409,000
Unsecured term loans:
Unsecured Term Loan A
150,000
150,000
2.06 %
March 15, 2027
i
Unsecured Term Loan H
187,500
187,500
3.25 %
January 25, 2028
i
Unsecured Term Loan I
187,500
187,500
3.41 %
January 25, 2028
i
Unsecured Term Loan F(5)
200,000
200,000
4.73 %
March 23, 2029
i
Unsecured Term Loan G(6)
300,000
300,000
1.70 %
March 14, 2031
i
Total unsecured term loans
1,025,000
1,025,000
Total unamortized deferred financing fees and
debt issuance costs
(3,659)
(3,152)
Total carrying value unsecured term loans, net
1,021,341
1,021,848
Unsecured notes:
Series D Unsecured Notes
—
100,000
4.32 %
February 20, 2025
ii
Series G Unsecured Notes
—
75,000
4.10 %
June 13, 2025
ii
Series B Unsecured Notes
50,000
50,000
4.98 %
July 1, 2026
ii
Series C Unsecured Notes
80,000
80,000
4.42 %
December 30, 2026
ii
Series E Unsecured Notes
20,000
20,000
4.42 %
February 20, 2027
ii
Series H Unsecured Notes
100,000
100,000
4.27 %
June 13, 2028
ii
Series L Unsecured Notes
175,000
175,000
6.05 %
May 28, 2029
ii
Series O Unsecured Notes
350,000
—
5.50 %
June 25, 2030
ii
Series M Unsecured Notes
125,000
125,000
6.17 %
May 28, 2031
ii
Series I Unsecured Notes
275,000
275,000
2.80 %
September 29, 2031
ii
Series K Unsecured Notes
400,000
400,000
4.12 %
June 28, 2032
ii
Series P Unsecured Notes
100,000
—
5.82 %
June 25, 2033
ii
Series J Unsecured Notes
50,000
50,000
2.95 %
September 28, 2033
ii
Series N Unsecured Notes
150,000
150,000
6.30 %
May 28, 2034
ii
Series Q Unsecured Notes
100,000
—
5.99 %
June 25, 2035
ii
Total unsecured notes
1,975,000
1,600,000
Total unamortized deferred financing fees and
debt issuance costs
(8,006)
(5,908)
Total carrying value unsecured notes, net
1,966,994
1,594,092
Mortgage note (secured debt):
United of Omaha Life Insurance Company
4,099
4,322
3.71 %
October 1, 2039
ii
Total mortgage note
4,099
4,322
Unamortized fair market value discount
(119)
(127)
Total carrying value mortgage note, net
3,980
4,195
Total / weighted average interest rate(7)
$
3,254,315 $
3,029,135
4.21 %
(1)
Interest rate as of December 31, 2025. At December 31, 2025, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) and Daily Secured
Overnight Financing Rate (“Daily SOFR”) was 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 the Company’s unsecured credit facility and unsecured term loans is based on the Company’s debt rating and leverage ratio, as defined
in the respective loan agreements.
(2)
The unsecured credit facility has a stated interest rate of one-month Term SOFR plus a spread of 0.775%. The Unsecured Term Loans A, G, H, and I have
a stated interest rate of one-month Term SOFR plus a spread of 0.85%. The Unsecured Term Loan F has a stated interest rate of Daily SOFR plus a spread
of 0.85%. All of the unsecured term loans have been swapped to a fixed rate, and such fixed rates inclusive of the spreads are presented in the table above.
Effective February 5, 2026, the Unsecured Term Loan G was swapped to a fixed rate inclusive of the spread of 3.94%.
(3)
Prepayment terms consist of (i) pre-payable with no penalty, and (ii) pre-payable with penalty.
(4)
The capacity of the unsecured credit facility is $1.0 billion. Deferred financing fees and debt issuance costs, net of accumulated amortization related to the
unsecured credit facility of approximately $7.3 million and $10.1 million are included in prepaid expenses and other assets on the accompanying
Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively. 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 the Company in its 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
F-22
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 Company is 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 the Company’s debt rating, as defined in the credit agreement. The facility fee is due and payable quarterly.
(5)
The initial maturity date of the 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 the Company in its 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.
(6)
The initial maturity date of the Unsecured Term Loan G is 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. Exercise of the 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. The extension option is not
subject to lender consent, assuming proper notice and satisfaction of the conditions.
(7)
The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $1,025.0 million of debt and 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 aggregate undrawn nominal commitment on the unsecured credit facility as of December 31, 2025 was approximately
$734.8 million, including issued letters of credit. The Company’s actual borrowing capacity at any given point in time may be
less or restricted to a maximum amount based on the Company’s debt covenant compliance. Total accrued interest for the
Company’s indebtedness was approximately $11.9 million and $13.7 million as of December 31, 2025 and 2024, respectively,
and is included in accounts payable, accrued expenses and other liabilities on the accompanying Consolidated Balance Sheets.
The following table summarizes the costs included in interest expense related to the Company’s debt arrangements on the
accompanying Consolidated Statement of Operations for the years ended December 31, 2025, 2024 and 2023.
Year ended December 31,
Costs Included in Interest Expense (in thousands)
2025
2024
2023
Amortization of deferred financing fees and debt issuance costs and fair market value discount
$
5,421
$
4,506
$
3,905
Facility, unused, and other fees
$
1,761
$
1,765
$
1,759
2025 Debt Activity
On September 15, 2025, the Company entered into a second amended and restated term loan agreement for the Unsecured Term
Loan G 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 that payment of a fee, (ii) remove the 0.10% interest rate adjustment for certain loans, 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 loan agreement), plus an applicable spread based on the Company’s debt
rating and leverage ratio (each as defined in the loan agreement). Other than the maturity date and interest rate provisions
described above, the material terms of the Unsecured Term Loan G remain unchanged.
The Unsecured Term Loan G’s initial maturity date is 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. Exercise of the 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 equal to 0.125% of the outstanding amount on
the effective day of each extension period. The extension option is not subject to lender consent, assuming proper notice and
satisfaction of the conditions. Upon execution of the amended loan agreement for the Unsecured Term Loan G, the Company
intended to exercise the extension option. In connection with the amended loan agreement, the Company incurred
approximately $1.8 million in costs, which have been deferred, including the approximately $0.4 million accrued extension fee,
and will amortize through the extended maturity date of March 14, 2031. The Company also incurred approximately
$1.5 million of modification expenses which were recognized in debt extinguishment and modification expenses in the
accompanying Consolidated Statements of Operations.
On September 15, 2025, the Company entered into amendments to the Unsecured Credit Facility, Unsecured Term Loan A,
Unsecured Term Loan F, Unsecured Term Loan H, and Unsecured Term Loan I to remove the 0.10% interest rate adjustment
for certain loans, and in the case of the Unsecured Term Loans 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
F-23
in the respective loan agreement). Other than the interest rate provisions described above, the material terms of the Unsecured
Credit Facility and the Unsecured Term Loans A, F, H, and I remain unchanged.
On June 13, 2025, the Company redeemed in full at maturity the $75.0 million in aggregate principal amount of the Series G
Unsecured Notes with a fixed interest rate of 4.10%.
On April 15, 2025, the Company entered into a note purchase agreement for the private placement by the Operating Partnership
of $350.0 million of senior unsecured notes (the “Series O Unsecured Notes”) maturing June 25, 2030 with a fixed annual
interest rate of 5.50%, $100.0 million of senior unsecured notes (the “Series P Unsecured Notes”) maturing June 25, 2033 with
a fixed annual interest rate of 5.82%, and $100.0 million of senior unsecured notes (the “Series Q Unsecured Notes”) maturing
June 25, 2035 with a fixed annual interest rate of 5.99%. On June 25, 2025, the Operating Partnership issued the Series O
Unsecured Notes, Series P Unsecured Notes, and Series Q Unsecured Notes and received the proceeds therefrom. The
Company and certain wholly owned subsidiaries of the Operating Partnership are guarantors of the unsecured notes.
On February 20, 2025, the Company redeemed in full at maturity the $100.0 million in aggregate principal amount of the Series
D Unsecured Notes with a fixed interest rate of 4.32%.
2024 Debt Activity
On October 1, 2024, the Company redeemed in full at maturity the $50.0 million in aggregate principal amount of the Series A
Unsecured Notes with a fixed interest rate of 4.98%.
On September 10, 2024, the Company entered into the second amended and restated credit agreement for the unsecured credit
facility (the “2024 Credit Agreement”) to (i) extend the maturity date to September 8, 2028, or such later date which may be
extended pursuant to two six-month extension options exercisable by the Company in its discretion, subject to certain
conditions, including the payment of a fee, and (ii) provide that borrowings under the unsecured credit facility will, at the
Company’s election, bear interest based on a Base Rate, Adjusted Term SOFR or Adjusted Daily Simple SOFR (each as
defined in the 2024 Credit Agreement), plus an applicable spread based on the Company’s debt rating and leverage ratio (each
as defined in the 2024 Credit Agreement). Other than the increase in the borrowing commitments and the interest rate
provisions described above, the material terms of the unsecured credit facility remain unchanged.
In connection with the 2024 Credit Agreement, the Company incurred approximately $8.9 million in costs, which have been
deferred and will amortize through the maturity date of September 8, 2028. The previous unamortized fees related to the
unsecured credit facility have been extended to amortize through the new maturity date of September 8, 2028. Additionally, the
Company incurred approximately $36 thousand of modification expenses, which were recognized in debt extinguishment and
modification expenses in the accompanying Consolidated Statements of Operations.
On June 29, 2024, the sustainability-related interest rate reduction of 0.02% on the Company’s unsecured credit facility and
each of the unsecured term loans ended in accordance with the respective loan agreements.
On March 25, 2024, the Company entered into a second amended and restated term loan agreement for the Unsecured Term
Loan F to (i) extend the maturity date to March 25, 2027, with two one-year extension options, subject to certain conditions
(discussed below), that would extend the maturity date to March 23, 2029 if both exercised, and (ii) provide that borrowings
under the Unsecured Term Loan F will, at the Company’s election, bear interest based on a Base Rate, Adjusted Term SOFR,
or Adjusted Daily Simple SOFR (each as defined in the loan agreement), plus an applicable spread based on the Company’s
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 remain unchanged.
The Unsecured Term Loan F’s initial maturity date is March 25, 2027, or such later date which may be extended pursuant to
two one-year extension options exercisable by the Company in its 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 equal to 0.125% of the outstanding
amount on the effective day of each extension period. Neither extension option is subject to lender consent, assuming proper
notice and satisfaction of the conditions. Upon execution of the amended loan agreement for the Unsecured Term Loan F, the
Company intended to exercise both extension options. In connection with the amended loan agreement, the Company incurred
approximately $1.2 million in costs, which have been deferred, including approximately $0.5 million of accrued extension fees,
and will amortize through the extended maturity date of March 23, 2029. The Company also incurred approximately $0.7
F-24
million of modification expenses which were recognized in debt extinguishment and modification expenses in the
accompanying Consolidated Statements of Operations.
On March 13, 2024, the Company entered into a note purchase agreement (the “March 2024 NPA”) for the private placement
by the Operating Partnership of $175.0 million senior unsecured notes maturing May 28, 2029, with a fixed annual interest rate
of 6.05%, $125.0 million senior unsecured notes maturing May 28, 2031, with a fixed annual interest rate of 6.17%, and $150.0
million senior unsecured notes maturing May 28, 2034, with a fixed annual interest rate of 6.30%. The March 2024 NPA
contains a number of financial covenants substantially similar to the financial covenants contained in the Company’s unsecured
credit facility and other unsecured notes, plus a financial covenant that requires the Company to maintain a minimum interest
coverage ratio of not less than 1.50:1.00. The Company and certain wholly owned subsidiaries of the Operating Partnership are
guarantors of the unsecured notes. On May 28, 2024, the Operating Partnership issued all of the notes under the March 2024
NPA.
Financial Covenant Considerations
The Company’s ability to borrow under the unsecured credit facility, unsecured term loans, and unsecured notes are subject to
its ongoing compliance with a number of customary financial covenants, including:
•
a maximum consolidated leverage ratio of not greater than 0.60:1.00;
•
a maximum secured leverage ratio of not greater than 0.40:1.00;
•
a maximum unencumbered leverage ratio of not greater than 0.60:1.00;
•
a minimum fixed charge ratio of not less than or equal to 1.50:1.00;
•
a minimum unsecured interest coverage ratio of not less than or equal to 1.75:1.00; and
•
with respect to the unsecured notes, a minimum interest coverage ratio of not less than 1.50:1.00.
The Company was in compliance with all such applicable restrictions and financial and other covenants as of December 31,
2025 and 2024 related to its unsecured credit facility, unsecured term loans, and unsecured notes. In the event of a default under
the unsecured credit facility or the unsecured term loans, the Company’s dividend distributions are limited to the minimum
amount necessary for the Company to maintain its status as a REIT.
The mortgage note held by the Company has a specific property and an assignment of rents and leases that are collateral for the
loan. The real estate net book value of the property that is collateral for the Company’s debt arrangements was approximately
$7.0 million and $7.3 million at December 31, 2025 and 2024, respectively, and is limited to senior, property-level secured debt
financing arrangement.
Fair Value of Debt
The following table summarizes the aggregate principal amount outstanding under the Company’s debt arrangements and the
corresponding estimate of fair value as of December 31, 2025 and 2024. The fair value of the Company’s debt is based on
Level 3 inputs.
December 31, 2025
December 31, 2024
Indebtedness (in thousands)
Principal
Outstanding
Fair Value
Principal
Outstanding
Fair Value
Unsecured credit facility
$
262,000
$
262,000
$
409,000
$
409,000
Unsecured term loans
1,025,000
1,025,000
1,025,000
1,025,000
Unsecured notes
1,975,000
1,937,338
1,600,000
1,490,667
Mortgage note
4,099
3,306
4,322
3,366
Total principal amount
3,266,099
$
3,227,644
3,038,322
$
2,928,033
Unamortized fair market value discount
(119)
(127)
Total unamortized deferred financing fees and debt issuance costs
(11,665)
(9,060)
Total carrying value
$
3,254,315
$
3,029,135
F-25
Future Principal Payments of Debt
The following table summarizes the Company’s aggregate future principal payments of the Company’s debt at December 31,
2025.
Year
Future Principal Payments of Debt
(in thousands)
2026
$
130,231
2027
370,240
2028
737,249
2029
175,258
2030
650,268
Thereafter
1,202,853
Total aggregate principal payments
$
3,266,099
5. Derivative Financial Instruments
Risk Management Objective of Using Derivatives
The Company’s use of derivative instruments is currently limited to the utilization of interest rate swaps to manage interest rate
risk exposure on existing and future liabilities and not for speculative purposes. The principal objective of such arrangements is
to minimize the risks and related costs associated with the Company’s operating and financial structure.
During the year ended December 31, 2025, the Company entered into four interest rate swaps with an aggregate notional value
of $300.0 million which fix Daily SOFR at 3.09% effective February 5, 2026 and mature on March 15, 2030, and were
designated as cash flow hedges.
During the year ended December 31, 2024, the Company entered into four interest rate swaps with an aggregate notional value
of $200.0 million which fix Daily SOFR at 3.98% effective January 15, 2025 and mature on March 25, 2027, and were
designated as cash flow hedges.
As of December 31, 2025, the Company had 21 interest rate swaps outstanding, all of which are used to hedge the variable cash
flows associated with unsecured loans. All of the Company’s interest rate swaps convert the related loans’ Term SOFR or Daily
SOFR components, as applicable, to effectively fixed interest rates, and the Company has concluded that each of the hedging
relationships are highly effective. The following table summarizes the fair value of the interest rate swaps as of December 31,
2025 and 2024.
Balance Sheet Line Item (in thousands)
Effective Notional
Amount December
31, 2025
Fair Value
December 31, 2025
Effective Notional
Amount December
31, 2024
Fair Value
December 31, 2024
Interest rate swaps-Asset
$
825,000
$
13,529
$
1,025,000
$
36,466
Interest rate swaps-Liability
$
200,000
$
(1,310) $
—
$
—
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to
interest rate movements. The Company uses interest rate swaps to fix the rate of its long term variable rate debt. Interest rate
swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the
Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded
in accumulated other comprehensive income and subsequently reclassified to interest expense in the same periods during which
the hedged transaction affects earnings.
Amounts reported in accumulated other comprehensive income related to derivatives designated as qualifying cash flow hedges
will be reclassified to interest expense as interest payments are made on the Company’s variable rate debt. The Company
F-26
estimates that approximately $7.2 million will be reclassified from accumulated other comprehensive income as a decrease to
interest expense over the next 12 months.
The following table summarizes the effect of cash flow hedge accounting and the location of the amounts related to the
Company’s derivatives in the consolidated financial statements for the years ended December 31, 2025, 2024 and 2023.
Year ended December 31,
Effect of Cash Flow Hedge Accounting (in thousands)
2025
2024
2023
Income (loss) recognized in accumulated other comprehensive income on interest rate swaps
$
(1,689) $
21,854
$
12,333
Income reclassified from accumulated other comprehensive income into income as interest expense
$
22,536
$
35,773
$
34,107
Total interest expense presented in the Consolidated Statements of Operations in which the effect of cash
flow hedges are recorded
$
132,160
$
113,169
$
94,575
Credit-risk-related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be
declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to
the Company’s default on the indebtedness.
As of December 31, 2025, the Company had not breached the provisions of these agreements and had not posted any collateral
related to these agreements. If the Company had breached any of these provisions, it would be required to settle its obligations
under the agreements at their termination value.
Fair Value of Interest Rate Swaps
The Company’s valuation of the interest rate swaps is determined using widely accepted valuation techniques including
discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the
derivatives, including the period to maturity, and uses observable market-based inputs including interest rate curves. The fair
values of interest rate swaps are determined by using the market standard methodology of netting the discounted future fixed
cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of
future interest rates (forward curves) derived from observable market interest rate curves.
The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the
respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative
contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit
enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair
value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of
current credit spreads to evaluate the likelihood of default by the Company or its counterparties. However, as of December 31,
2025 and 2024, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall
valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall
valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified
in Level 2 of the fair value hierarchy.
F-27
The following tables summarize the Company’s financial instruments that were recorded at fair value on a recurring basis as of
December 31, 2025 and 2024.
Fair Value Measurements as of December 31,
2025 Using
Balance Sheet Line Item (in thousands)
Fair Value
December 31, 2025
Level 1
Level 2
Level 3
Interest rate swaps-gross asset
$
13,529
$
—
$
13,529
$
—
Interest rate swaps-gross liability
$
(1,310) $
—
$
(1,310) $
—
Fair Value Measurements as of December 31,
2024 Using
Balance Sheet Line Item (in thousands)
Fair Value
December 31, 2024
Level 1
Level 2
Level 3
Interest rate swaps-gross asset
$
36,466
$
—
$
36,466
$
—
6. Equity
Preferred Stock
The Company is authorized to issue up to 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 31,
2025 and 2024, there were no shares of preferred stock issued or outstanding.
Common Stock
The Company is authorized to issue up to 300,000,000 shares of common stock, par value $0.01 per share.
The following table summarizes the terms of the Company’s at-the-market (“ATM”) common stock offering program as of
December 31, 2025.
ATM Common Stock Offering Program
Date
Maximum Aggregate Offering Price
(in thousands)
2025 $750 million ATM
February 13, 2025
$
750,000
The following table summarizes the activity for the ATM common stock offering program during the year ended December 31,
2023 (in thousands, except share data). There was no activity for the ATM common stock offering program during the years
ended December 31, 2025 and December 31, 2024, except for the shares sold on a forward basis, as discussed below.
Year ended December 31, 2023
ATM Common Stock Offering Program(1)
Shares
Sold
Weighted Average
Price Per Share
Net Proceeds (in
thousands)
2022 $750 million ATM(2)
249,016
$
35.55
$
8,765
Total/weighted average
249,016
$
35.55
$
8,765
(1)
Excludes shares sold on a forward basis under the ATM common stock offering program during the year ended December 31, 2023, which are discussed
below.
(2)
The 2022 $750 million ATM program was terminated on February 12, 2025.
F-28
The following table summarizes the activity for shares sold on a forward basis (including under the ATM common stock
offering program) and shares settled during the years ended December 31, 2025, 2024, and 2023. The Company initially does
not receive any proceeds from the sales of shares on a forward basis. The Company may fully physically settle the applicable
forward sale agreements on one or more dates prior to the respective scheduled maturity dates, at which point the Company
would receive the proceeds net of certain costs; provided, however, the Company 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.
Forward Sale Agreements
Shares
Gross Sales
Proceeds
(in thousands)
Weighted
Average Gross
Sales Price Per
Share
Weighted
Average Net
Sales Price Per
Share
Sales
Commissions
Per Share(1)
Net Proceeds
Received Per
Share
Outstanding at December 31, 2022
—
$
—
New forward sale agreements
2,817,993
$
103,483
$
36.72
$
36.36
$
0.36
Forward sale agreements settled(2)
(1,717,993)
$
(61,683)
$
35.60
Outstanding at December 31, 2023
1,100,000
$
41,800
New forward sale agreements
3,208,008
$
127,150
$
39.64
$
39.23
$
0.41
Forward sale agreements settled(2)
(4,308,008)
$
(168,950)
$
38.93
Outstanding at December 31, 2024
—
$
—
New forward sale agreements
4,169,738
$
159,061
$
38.15
$
37.77
$
0.38
Forward sale agreements settled(2)
(4,169,738)
$
(159,061)
$
37.75
Outstanding at December 31, 2025
—
$
—
(1)
Upon a forward sale, the equity distribution agent typically earns a sales commission of 1% of the gross sales price.
(2)
The Company physically settled outstanding forward equity sale agreements by issuing shares of common stock in exchange for net proceeds of
approximately $157.4 million, $167.7 million, and $61.2 million, for the years ended December 31, 2025, 2024, and 2023, respectively.
Restricted Stock-Based Compensation
Pursuant to the 2011 Plan, the Company grants restricted shares of common stock to certain employees of the Company. The
restricted shares of common stock are subject to time-based vesting. Restricted shares of common stock granted in 2025, 2024,
and 2023, subject to the recipient’s continued employment, will vest over four years in equal installments on January 1 of each
year beginning in 2026, 2025, and 2024, respectively. Holders of restricted shares of common stock have voting rights and
rights to receive dividends. Restricted shares of common stock may not be sold, assigned, transferred, pledged or otherwise
disposed of and are subject to a risk of forfeiture prior to the expiration of the applicable vesting period.
The following table summarizes activity related to the Company’s unvested restricted shares of common stock during the years
ended December 31, 2025, 2024 and 2023.
Unvested Restricted Shares of Common Stock
Shares
Weighted Average Grant Date
Fair Value per Share
Balance at December 31, 2022
156,703
$
34.32
Granted
55,954
$
34.73
Vested(1)
(68,625) $
31.71
Forfeited
—
$
—
Balance at December 31, 2023
144,032
$
35.73
Granted
41,911
$
38.92
Vested(1)
(62,123) $
34.65
Forfeited
(5,153) $
38.58
Balance at December 31, 2024
118,667
$
37.30
Granted
52,352
$
33.14
Vested(1)
(51,185) $
36.13
Forfeited
(9,002) $
35.92
Balance at December 31, 2025
110,832
$
35.99
(1)
The Company repurchased and retired 18,456, 22,001, and 24,210 restricted shares of common stock that vested during the years ended December 31,
2025, 2024, and 2023, respectively.
F-29
The unrecognized compensation expense associated with the Company’s restricted shares of common stock at December 31,
2025 was approximately $2.1 million and is expected to be recognized over a weighted average period of approximately 2.3
years.
The following table summarizes the fair value at vesting for the restricted shares of common stock that vested during the years
ended December 31, 2025, 2024 and 2023.
Year ended December 31,
Vested Restricted Shares of Common Stock
2025
2024
2023
Vested restricted shares of common stock
51,185
62,123
68,625
Fair value of vested restricted shares of common stock (in thousands)
$
1,731
$
2,438
$
2,217
7. Noncontrolling Interest
Noncontrolling Interest in the Operating Partnership
The following table summarizes the activity for noncontrolling interest in the Operating Partnership during the years ended
December 31, 2025, 2024 and 2023.
Noncontrolling Interest in the Operating Partnership
LTIP Units
Other
Common Units
Total
Noncontrolling
Common Units
Noncontrolling
Interest
Percentage
Balance at December 31, 2022
2,314,076
1,570,640
3,884,716
2.1 %
Granted/Issued
326,215
—
326,215
N/A
Forfeited
(9,119)
—
(9,119)
N/A
Conversions from LTIP units to Other Common Units
(269,252)
269,252
—
N/A
Redemptions from Other Common Units to common stock
—
(372,174)
(372,174)
N/A
Balance at December 31, 2023
2,361,920
1,467,718
3,829,638
2.1 %
Granted/Issued
383,292
—
383,292
N/A
Forfeited
—
—
—
N/A
Conversions from LTIP units to Other Common Units
(437,550)
437,550
—
N/A
Redemptions from Other Common Units to common stock
—
(440,550)
(440,550)
N/A
Balance at December 31, 2024
2,307,662
1,464,718
3,772,380
2.0 %
Granted/Issued
280,334
—
280,334
N/A
Forfeited
—
—
—
N/A
Conversions from LTIP units to Other Common Units
(214,885)
214,885
—
N/A
Redemptions from Other Common Units to common stock
—
(263,007)
(263,007)
N/A
Balance at December 31, 2025
2,373,111
1,416,596
3,789,707
1.9 %
The Company adjusts the carrying value of noncontrolling interest to reflect its share of the book value of the Operating
Partnership when there has been a change in the Company’s ownership of the Operating Partnership. Such adjustments are
recorded to additional paid-in capital as a rebalancing of noncontrolling interest on the accompanying Consolidated Statements
of Equity.
LTIP Units
LTIP units are granted to certain executive officers and senior employees of the Company as part of their compensation, and to
independent directors for their service. LTIP units are valued by reference to the value of the Company’s common stock and are
subject to such conditions and restrictions as the compensation committee of the board of directors may determine, including
continued employment or service. Vested LTIP units can be converted to Other Common Units on a one-for-one basis once an
equity transaction has occurred that results in the accretion of the member’s capital account to the economic equivalent of an
Other Common Unit. All LTIP units, whether vested or not, will receive the same regular per unit distributions as Other
Common Units, which equal per share dividends on common stock.
LTIP units granted in January 2025, 2024, and 2023 to certain senior executive officers and senior employees, subject to the
recipient’s continued employment, will vest quarterly over four years, with the first vesting date having been March 31, 2025,
2024, and 2023, respectively. LTIP units granted in January 2025 to non-employee independent directors, subject to the
recipient’s continued service, will vest quarterly over one year, with the first vesting date having been March 31, 2025. LTIP
F-30
units granted in January 2024 and 2023 to independent directors, subject to the recipient’s continued service, vested on January
1, 2025 and 2024, respectively.
On July 1, 2024, the Company’s board of directors appointed Vicki Lundy Wilbon to serve as director of the Company. The
Company granted LTIP units under the 2011 Plan to Ms. Wilbon on July 1, 2024, which, subject to Ms. Wilbon’s continued
service, vested on January 1, 2025.
On March 13, 2023, the Company executed an employment agreement with Steven T. Kimball to serve as the Company's
Executive Vice President of Real Estate Operations, effective March 31, 2023. On March 31, 2023, pursuant to the 2011 Plan,
the Company awarded Mr. Kimball an initial LTIP unit grant equal in value to approximately $0.6 million, which equated to
19,345 LTIP units, which will vest in equal installments on a quarterly basis over four years, with the first vesting date having
been March 31, 2023, subject to Mr. Kimball’s continued employment.
Refer to Note 8 for a discussion of the LTIP units granted in January 2026, 2025, and 2024, pursuant to the 2023, 2022, and
2021 performance units, respectively.
The fair value of the LTIP units at the date of grant was determined by a lattice-binomial option-pricing model based on a
Monte Carlo simulation. The fair value of the LTIP units is based on Level 3 inputs and is a non-recurring fair value
measurement. The following table summarizes the assumptions used in valuing such LTIP units granted during the years ended
December 31, 2025, 2024 and 2023 (excluding those LTIP units granted pursuant to the settlements of performance units; refer
to Note 8 for details).
LTIP Units
Assumptions
Grant date
January 7, 2025
July 1, 2024
January 8, 2024
March 31, 2023
January 11, 2023
Expected term (years)
10
10
10
10
10
Expected stock price volatility
25.0 %
25.0 %
25.0 %
37.0 %
37.0 %
Expected dividend yield
4.0 %
4.0 %
4.0 %
4.0 %
4.0 %
Risk-free interest rate
4.330 %
4.580 %
4.110 %
3.810 %
3.900 %
Fair value of LTIP units at issuance (in thousands)
$
4,848
$
60
$
4,597
$
628
$
4,635
LTIP units at issuance
154,001
1,775
124,235
19,345
139,026
Fair value unit price per LTIP unit at issuance
$
31.48
$
33.80
$
37.00
$
32.47
$
33.34
The expected stock price volatility is based on a mix of the historical and implied volatilities of the Company and certain peer
group companies. The expected dividend yield is based on the Company’s average historical dividend yield and the dividend
yield as of the valuation date for each award. The risk-free interest rate is based on U.S. Treasury note yields matching a three-
year time period.
The following table summarizes activity related to the Company’s unvested LTIP units during the years ended December 31,
2025, 2024 and 2023.
Unvested LTIP Units
LTIP Units
Weighted Average Grant
Date Fair Value Per Share
Balance at December 31, 2022
140,116
$
35.60
Granted
326,215
$
33.29
Vested
(280,286) $
33.81
Forfeited
(9,119) $
34.11
Balance at December 31, 2023
176,926
$
34.25
Granted
383,292
$
36.99
Vested
(377,836) $
36.13
Forfeited
—
$
—
Balance at December 31, 2024
182,382
$
36.10
Granted
280,334
$
31.48
Vested
(296,464) $
33.25
Forfeited
—
$
—
Balance at December 31, 2025
166,252
$
33.39
The unrecognized compensation expense associated with the Company’s LTIP units at December 31, 2025 was approximately
$4.9 million and is expected to be recognized over a weighted average period of approximately 2.3 years.
F-31
The following table summarizes the fair value at vesting for the LTIP units that vested during years ended December 31, 2025,
2024 and 2023.
Year ended December 31,
Vested LTIP Units
2025
2024
2023
Vested LTIP units
296,464
377,836
280,286
Fair value of vested LTIP units (in thousands)
$
10,242
$
14,440
$
9,507
Other Common Units
Other Common Units and shares of the Company’s common stock have essentially the same economic characteristics in that
Other Common Units directly, and shares of the Company’s common stock indirectly, through the Company’s interest in the
Operating Partnership, share equally in the total net income or loss distributions of the Operating Partnership. Subject to certain
restrictions, investors who own Other Common Units have the right to cause the Operating Partnership to redeem any or all of
their Other Common Units for cash equal to the then-current value of one share of the Company’s common stock, or, at the
Company’s election, shares of common stock on a one-for-one basis. When redeeming the Other Common Unit for cash, the
value of a share of common stock is calculated as the average common stock closing price on the NYSE for the 10 days
immediately preceding the redemption notice date. Each Other Common Unit receives the same regular distribution as a share
of common stock.
Noncontrolling Interest in Joint Ventures
At December 31, 2025, the Company 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, and a 96.3% interest in a joint venture that owns
property in Shepherdsville, Kentucky. The third-parties’ equity interest in these joint ventures, totaling approximately $4.0
million at December 31, 2025, is included in noncontrolling interest in joint ventures on the accompanying Consolidated
Balance Sheets.
8. Equity Incentive Plan
The 2011 Plan provides for the issuance of equity-based awards, including stock options, stock appreciation rights, restricted
stock, restricted stock units, unrestricted stock awards and other awards based on shares of the Company’s common stock, such
as LTIP units in the Operating Partnership, that may be made by the Company directly to the executive officers, directors,
employees, and other individuals providing bona fide services to or for the Company.
Subject to certain adjustments identified within the 2011 Plan, the aggregate number of shares of the Company’s common stock
that may be awarded under the 2011 Plan is 10,142,461 shares. Under the 2011 Plan, each LTIP unit awarded will be equivalent
to an award of one share of common stock reserved under the 2011 Plan, thereby reducing the number of shares of common
stock available for other equity awards on a one-for-one basis.
The 2011 Plan may be terminated, amended, modified or suspended at any time by the board of directors, subject to stockholder
approval as required by law or stock exchange rules. The 2011 Plan expires on April 24, 2033.
Under the 2011 Plan, the Company grants performance units to certain key employees of the Company. The ultimate value of
the performance units depends on the Company’s total stockholder return (“TSR”) over a three-year period (the “measuring
period”). At the end of the measuring period, the performance units convert into shares of common stock, or, at the Company’s
election and with the award recipient’s consent, LTIP units or other securities (“Award Shares”), at a rate depending on the
Company’s TSR over the measuring period as compared to various benchmarks and on the absolute amount of the Company’s
TSR. A recipient of performance units may receive as few as zero shares or as many as 250% of the number of target units, plus
deemed dividends.
At the end of the measuring period the performance units convert into common stock or LTIP units at a rate depending on the
Company’s TSR over the measuring period as compared to two different benchmarks and on the absolute amount of the
Company’s TSR. The target amount of the performance units is nominally allocated as follows: (i) 50% to the Company’s TSR
compared to the TSR of an industry peer group; and (ii) 50% to the Company’s TSR compared to the TSR of the companies in
the MSCI US REIT Index.
F-32
No dividends are paid to the recipient during the measuring period. At the end of the measuring period, if the Company’s TSR
is such that the recipient earns Award Shares, the recipient will receive additional Award Shares relating to dividends deemed
to have been paid and reinvested on the Award Shares. The Company, in the discretion of the compensation committee of the
board of directors, may pay the cash value of the deemed dividends instead of issuing additional Award Shares. The Award
Shares are immediately vested at the end of the measuring period.
In January 2025, 2024, and 2023, the Company granted performance units approved by the compensation committee of the
board of directors, under the 2011 Plan to certain key employees of the Company. The measuring periods commenced on
January 1, 2025, 2024, and 2023, respectively, and end on December 31, 2027, 2026, and 2025, respectively.
On March 31, 2023, in connection with the execution of the employment agreement discussed in Note 7, the Company granted
Mr. Kimball performance units under the 2011 Plan with a target grant date fair value equal to approximately $0.6 million. The
terms and measuring period of the performance units granted to Mr. Kimball are the same as the performance units granted in
January 2023.
The fair value of the performance units as of the grant date was determined by a lattice-binomial option-pricing model based on
a Monte Carlo simulation. The fair value of the performance units is based on Level 3 inputs and non-recurring fair value
measurements. The performance unit equity compensation expense is recognized ratably from the grant date into earnings over
the respective vesting periods. The following table summarizes the assumptions used in valuing the performance units granted
during the years ended December 31, 2025, 2024 and 2023.
Performance Units
Assumptions
Grant date
January 7, 2025
January 8, 2024
March 31, 2023
January 11, 2023
Expected stock price volatility
24.6 %
24.5 %
25.4 %
37.4 %
Expected dividend yield
4.0 %
4.0 %
4.0 %
4.0 %
Risk-free interest rate
4.3294 %
4.1130 %
3.8725 %
3.9060 %
Fair value of performance units grant (in thousands)
$
6,858
$
6,502
$
609
$
4,517
The expected stock price volatility is based on a mix of the historical and implied volatilities of the Company and certain peer
group companies. The expected dividend yield is based on the Company’s average historical dividend yield and the dividend
yield as of the valuation date for each award. The risk-free interest rate is based on U.S. Treasury note yields matching the
three-year time period of the performance period.
During the years ended December 31, 2025, 2024, and 2023, it was determined that the Company’s total stockholder return
exceeded the threshold percentage and return hurdle for each of the 2023, 2022, and 2021 performance units, respectively. The
following table summarizes the compensation committee of the board of directors approved issuances of LTIP units and shares
of common stock for the conclusion of the measuring periods for performance units for the years ended December 31, 2025,
2024, and 2023.
Settlement of Performance Units in LTIP Units or Shares of Common Stock
2023 Performance
Units
2022 Performance
Units
2021 Performance
Units
Measuring period conclusion date
December 31, 2025
December 31, 2024
December 31, 2023
Issuance date
January 8, 2026
January 7, 2025
January 8, 2024
Vested LTIP units
212,617
126,333
257,282
Vested shares of common stock
3,712
8,246
49,106
Shares of common stock repurchased and retired
1,304
751
4,716
The unrecognized compensation expense associated with the Company’s performance units at December 31, 2025 was
approximately $6.8 million and is expected to be recognized over a weighted average period of approximately 1.7 years.
F-33
Non-cash Compensation Expense
The following table summarizes the amounts recorded in general and administrative expenses in the accompanying
Consolidated Statements of Operations for the amortization of restricted shares of common stock, LTIP units, performance
units, and the Company’s director compensation for the years ended December 31, 2025, 2024 and 2023.
Year ended December 31,
Non-Cash Compensation Expense (in thousands)
2025
2024
2023
Restricted shares of common stock
$
1,458
$
1,752
$
1,936
LTIP units
4,333
3,635
4,194
Performance units
6,127
5,585
4,754
Director compensation(1)
786
755
583
Total non-cash compensation expense
$
12,704 $
11,727
$
11,467
(1)
All of the Company’s independent directors elected to receive shares of common stock in lieu of cash for their service during the years ended
December 31, 2025, 2024 and 2023. The number of shares of common stock granted was calculated based on the trailing 10 days average common stock
price on the third business day preceding the grant date.
9. Leases
Lessor Leases
The Company has operating leases in which it is the lessor for its rental property. Certain leases contain variable lease payments
based upon changes in the Consumer Price Index (“CPI”). Billings for real estate taxes and other expenses are also considered
to be variable lease payments. Certain leases contain options to renew or terminate the lease, and options for the lessee to
purchase the rental property, all of which are predominately at the sole discretion of the lessee.
The following table summarizes the components of rental income included in the accompanying Consolidated Statements of
Operations for the years ended December 31, 2025, 2024 and 2023.
Year ended December 31,
Rental Income (in thousands)
2025
2024
2023
Fixed lease payments
$
640,877
$
585,611
$
540,447
Variable lease payments
179,983
162,090
146,954
Straight-line rental income
19,634
14,612
16,894
Net increase to rental income related to above and below market lease amortization
2,515
579
865
Total rental income
$
843,009
$
762,892
$
705,160
As of December 31, 2025 and 2024, the Company had accrued rental income of approximately $139.9 million and $118.6
million, respectively, included in tenant accounts receivable on the accompanying Consolidated Balance Sheets.
As of December 31, 2025 and 2024, the Company’s total liability associated with tenant lease security deposits was
approximately $26.3 million and $23.9 million, respectively, which is included in tenant prepaid rent and security deposits on
the accompanying Consolidated Balance Sheets.
The following table summarizes the maturity of fixed lease payments under the Company’s leases as of December 31, 2025.
Year
Maturity of Fixed Lease Payments (in
thousands)
2026
$
667,077
2027
$
620,853
2028
$
540,446
2029
$
449,626
2030
$
334,283
Thereafter
$
763,477
F-34
Lessee Leases
The Company has operating leases in which it is the lessee for its ground leases and corporate office leases. These leases have
remaining lease terms of approximately 0.5 years to 56.7 years. Certain ground leases contain options to extend the leases for
ten years to 20 years, all of which are reasonably certain to be exercised, and are included in the computation of the Company’s
right-of-use assets and operating lease liabilities.
On June 10, 2025, the Company entered into a new lease agreement for its headquarters. The property subject to the lease is
located in Boston, Massachusetts, and consists of approximately 28,041 square feet of rentable space. The lease term is
estimated to commence on July 1, 2026, and expire on April 30, 2037, with one option to extend the lease for an additional five
years at prevailing market rental rates. The total base rent is approximately $23.0 million over the approximately 10.8 year term
and the Company will recognize the related right-of-use assets and corresponding operating lease liabilities upon lease
commencement.
The following table summarizes supplemental information related to operating lease right-of-use assets and operating lease
liabilities recognized in the Company’s Consolidated Balance Sheets as of December 31, 2025 and 2024.
Operating Lease Term and Discount Rate
December 31, 2025
December 31, 2024
Weighted average remaining lease term (years)
37.6
34.9
Weighted average discount rate
7.0 %
6.9 %
The following table summarizes the operating lease cost included in the Company’s Consolidated Statements of Operations for
the years ended December 31, 2025, 2024 and 2023.
Year ended December 31,
Operating Lease Cost (in thousands)
2025
2024
2023
Operating lease cost included in property expense attributable to ground leases
$
2,823
$
2,516
$
2,467
Operating lease cost included in general and administrative expense attributable to corporate office
leases
1,725
1,722
1,732
Total operating lease cost
$
4,548
$
4,238
$
4,199
The following table summarizes supplemental cash flow information related to operating leases in the Company’s Consolidated
Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023.
Year ended December 31,
Operating Leases (in thousands)
2025
2024
2023
Cash paid for amounts included in the measurement of lease liabilities (operating cash flows)
$
4,291
$
4,013
$
3,890
Right-of-use assets obtained in exchange for new lease liabilities
$
175
$
—
$
141
The following table summarizes the maturity of operating lease liabilities under the Company’s ground leases and corporate
office leases as of December 31, 2025.
Year
Maturity of Operating Lease Liabilities(1)
(in thousands)
2026
$
3,519
2027
2,574
2028
2,616
2029
2,583
2030
2,561
Thereafter
107,916
Total lease payments
121,769
Less: Imputed interest
(84,729)
Present value of operating lease liabilities
$
37,040
(1)
Operating lease liabilities do not include estimates of CPI rent changes required by certain ground lease agreements. Therefore, actual payments may
differ from those presented.
F-35
10. Earnings Per Share
Under the two-class method of computing earnings per share, restricted shares of common stock are considered participating
securities as these stock-based awards contain non-forfeitable rights to dividends, unless and until a forfeiture occurs, and these
awards must be included in the computation of earnings per share pursuant to the two-class method. During the years ended
December 31, 2025, 2024 and 2023, there were 113,207, 122,454 and 142,875, respectively, unvested shares of restricted stock
on a weighted average basis that were considered participating securities. Participating securities are included in the
computation of diluted earnings per share using the treasury stock method if the impact is more dilutive than the two-class
method. Other potentially dilutive shares of common stock from the Company’s performance units and forward sales
agreements are considered when calculating diluted earnings per share.
The following table reconciles the numerators and denominators in the computation of basic and diluted earnings per common
share for the years ended December 31, 2025, 2024 and 2023.
Year ended December 31,
Earnings Per Share (in thousands, except per share data)
2025
2024
2023
Numerator
Net income attributable to common stockholders
$
273,350
$
189,038
$
192,633
Denominator
Weighted average common shares outstanding — basic
186,844
182,160
180,221
Effect of dilutive securities(1)
Share-based compensation
330
244
332
Shares issuable under forward sale agreements
—
—
2
Weighted average common shares outstanding — diluted
187,174
182,404
180,555
Net income per share — basic and diluted
Net income per share attributable to common stockholders — basic
$
1.46
$
1.04
$
1.07
Net income per share attributable to common stockholders — diluted
$
1.46
$
1.04
$
1.07
(1)
During the years ended December 31, 2025, 2024, and 2023, there were 113, 122, and 143 unvested restricted shares of common stock (on a weighted
average basis), respectively, that were not included in the computation of diluted earnings per share because the allocation of income under the two-class
method was more dilutive.
11. Commitments and Contingencies
The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are
generally covered by insurance subject to deductible requirements. Management believes that the ultimate settlement of these
actions will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
The Company has letters of credit of approximately $3.2 million as of December 31, 2025 related to construction projects and
certain other agreements.
12. Employee Benefit Plans
Effective April 20, 2011, the Company adopted a 401(k) Defined Contribution Savings Plan (the “Plan”) for its employees.
Under the Plan, as amended, employees, as defined, are eligible to participate in the Plan after they have completed three
months of service. The Company provides a discretionary match of 50% of the employee’s contributions annually up to 6.0%
of the employee’s annual compensation, subject to a cap imposed by federal tax law. The Company’s aggregate matching
contribution for the years ended December 31, 2025, 2024 and 2023 was approximately $0.6 million, $0.6 million and $0.5
million, respectively. The Company’s contribution is subject to vest over three years, such that employees who have been with
the Company for three years are fully vested in past and future contributions.
13. Subsequent Events
The Company identified the following events subsequent to December 31, 2025 that are not recognized in the financial
statements.
On January 8, 2026, the Company granted 39,540 restricted shares of common stock to certain employees of the Company
pursuant to the 2011 Plan. The restricted shares of common stock granted will vest over four years in equal installments on
January 1 of each year beginning January 1, 2027. The fair value of the restricted shares of common stock at the date of grant
was $37.93 per share.
F-36
On January 8, 2026, the Company granted 33,690 LTIP units to non-employee, independent directors and 112,578 LTIP units
to certain executive officers and senior employees pursuant to the 2011 Plan. The LTIP units granted to non-employee,
independent directors will vest in equal quarterly installments over one year, with the first vesting date being March 31, 2026.
The LTIP units granted to certain executive officers and senior employees will vest in equal quarterly installments over four
years, with the first vesting date being March 31, 2026. The aggregate fair value of the LTIP units at the date of grant was
approximately $5.2 million, as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using
an expected term of 10 years, a volatility factor of 22.0%, an expected dividend yield of 4.0%, and a risk-free interest rate of
3.5600%. The fair value of the LTIP units is based on Level 3 inputs and is a non-recurring fair value measurement.
On January 8, 2026, the Company granted performance units to certain executive officers and senior employees pursuant to the
2011 Plan. The terms of the January 8, 2026 performance units are substantially the same as the 2025 performance units
discussed in Note 8, except that the measuring period commenced on January 1, 2026 and ends on December 31, 2028. The
aggregate fair value of the performance units at the date of grant was approximately $7.2 million, as determined by a lattice-
binomial option-pricing model based on a Monte Carlo simulation using a volatility factor of 21.8%, an expected dividend yield
of 4.0%, and a risk-free interest rate of 3.5586%. The fair value of the performance units is based on Level 3 inputs and is a
non-recurring fair value measurement.
F-37
STAG Industrial, Inc.
Schedule III—Real Estate and Accumulated Depreciation
December 31, 2025
(in thousands)
Alabama
Birmingham
103 Shades Creek Circle
$
—
$
6,748
$
1,307
$
374
$
7,122
$
1,307
$
8,429
$
(1,170)
2020
Birmingham
2991 Shannon Oxmoor Road
—
5,828
1,341
39
5,867
1,341
7,208
(922)
2020
Birmingham
101 39th Street North
—
6,239
590
42
6,281
590
6,871
(711)
2022
Birmingham
101 Shades Creek Circle
—
3,927
836
792
4,719
836
5,555
(762)
2020
Montgomery
4300 Alatex Road
—
7,057
418
3,556
10,613
418
11,031
(2,919)
2016
Moody
2415 Highway 78 East
—
31,467
2,293
262
31,729
2,293
34,022
(4,861)
2021
Phenix City
16 Downing Drive
—
1,364
276
338
1,702
276
1,978
(651)
2012
Arizona
Avondale
925 N. 127th Avenue
—
12,340
1,674
28
12,368
1,674
14,042
(2,599)
2017
Chandler
464 E. Chilton Drive
—
9,728
2,847
671
10,399
2,847
13,246
(1,713)
2020
Gilbert
335 South Hamilton Court
—
5,784
2,107
251
6,035
2,107
8,142
(913)
2021
Mesa
7447 E. Ray Road
—
7,930
1,277
311
8,241
1,277
9,518
(1,459)
2020
Phoenix
4455 West Magnolia Street
—
11,060
1,962
—
11,060
1,962
13,022
(383)
2024
Tucson
6161 South Palo Verde Road
—
7,304
996
157
7,461
996
8,457
(1,334)
2018
Arkansas
Bryant
3700 Bryant Crossing Drive
—
17,386
1,143
—
17,386
1,143
18,529
(2,610)
2021
Rogers
1101 Easy Street
—
7,878
1,072
1,754
9,632
1,072
10,704
(3,447)
2011
California
Fresno
3701 S. Minnewawa Avenue
—
38,954
3,505
—
38,954
3,505
42,459
(316)
2025
Fresno
2624 E. Edgar Avenue
—
23,590
3,049
—
23,590
3,049
26,639
(2,743)
2022
Hollister
2401 Bert Drive
—
26,049
2,913
621
26,670
2,913
29,583
(2,713)
2022
Lodi
1170 South Guild Avenue
—
34,550
4,975
—
34,550
4,975
39,525
(5,370)
2020
McClellan
4841 Urbani Avenue
—
14,218
1,048
—
14,218
1,048
15,266
(2,225)
2020
Menifee
33360 Zeiders Road
—
15,995
2,248
8
16,003
2,248
18,251
(1,104)
2023
Menifee
33380 Zeiders Road
—
13,493
2,227
329
13,822
2,227
16,049
(942)
2023
Morgan Hill
18695 Madrone Parkway
—
7,608
2,562
—
7,608
2,562
10,170
(952)
2021
Morgan Hill
18255 Sutter Boulevard
—
19,849
3,943
5
19,854
3,943
23,797
(2,597)
2021
Rancho Cordova
2587 Mercantile Drive
—
4,280
678
70
4,350
678
5,028
(595)
2020
Rancho Cordova
2431 Mercantile Drive
—
4,583
498
409
4,992
498
5,490
(784)
2020
Roseville
8825 Washington Boulevard
—
11,398
2,140
—
11,398
2,140
13,538
(1,718)
2021
Sacramento
1635 Main Avenue
—
8,407
845
259
8,666
845
9,511
(1,201)
2020
Sacramento
5440 Stationers Way
—
21,258
2,203
225
21,483
2,203
23,686
(3,534)
2021
Sacramento
5601 Warehouse Way
—
8,137
1,347
835
8,972
1,347
10,319
(1,236)
2021
Sacramento
8500 Carbide Court
—
5,218
1,614
—
5,218
1,614
6,832
(690)
2021
Sacramento
8440 Florin Road
—
12,184
3,921
—
12,184
3,921
16,105
(1,949)
2021
Initial Cost to STAG Industrial,
Inc.
Gross Amounts at Which Carried at
December 31, 2025
State & City
Address
Encumbrances(1)
Building &
Improvements(2)
Land(3)
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation(4)
Year
Acquired
F-38
Sacramento
900 National Drive
—
7,560
1,479
—
7,560
1,479
9,039
(1,028)
2021
Sacramento
5961 Outfall Circle
—
11,019
1,914
—
11,019
1,914
12,933
(938)
2023
Sacramento
7728 Wilbur Way
—
8,723
857
151
8,874
857
9,731
(1,327)
2019
San Diego
2055 Dublin Drive
—
14,332
2,290
4,218
18,550
2,290
20,840
(3,456)
2017
Stockton
4091 Gold River Lane
—
4,001
663
475
4,476
663
5,139
(566)
2020
Stockton
3838 Imperial Way
—
12,512
1,806
1,402
13,914
1,806
15,720
(1,999)
2021
Stockton
3843 Gold River Lane
—
4,004
660
—
4,004
660
4,664
(517)
2020
West Sacramento
2975 Oates Street
—
7,631
1,475
—
7,631
1,475
9,106
(299)
2024
West Sacramento
3525 Carlin Drive
—
24,581
4,350
9,538
34,119
4,350
38,469
(2,557)
2021
Colorado
Grand Junction
2139 Bond Street
—
3,776
314
454
4,230
314
4,544
(1,063)
2015
Johnstown
4150 Ronald Reagan Boulevard
—
14,964
1,133
27
14,991
1,133
16,124
(2,654)
2019
Longmont
4300 Godding Hollow Parkway
—
5,112
734
1,226
6,338
734
7,072
(1,311)
2018
Loveland
4550 Byrd Drive
—
16,591
3,452
2,949
19,540
3,452
22,992
(2,505)
2021
Loveland
4510 Byrd Drive
—
14,134
3,047
3,191
17,325
3,047
20,372
(2,845)
2021
Connecticut
East Windsor
4 Craftsman Road
—
5,335
400
1,080
6,415
400
6,815
(1,440)
2016
East Windsor
24 Thompson Road
—
4,571
348
738
5,309
348
5,657
(1,873)
2012
Milford
200 Research Drive
—
13,853
1,650
1,706
15,559
1,650
17,209
(2,125)
2021
Milford
40 Pepes Farm Road
—
9,433
1,264
1,179
10,612
1,264
11,876
(2,651)
2017
North Haven
300 Montowese Avenue Extension
—
36,753
4,086
5,752
42,505
4,086
46,591
(11,634)
2015
Wallingford
5 Sterling Drive
—
5,733
585
347
6,080
585
6,665
(1,289)
2017
Delaware
New Castle
400 Lukens Drive
—
15,794
2,616
198
15,992
2,616
18,608
(4,065)
2016
Florida
Daytona Beach
530 Fentress Boulevard
—
875
1,237
2,934
3,809
1,237
5,046
(1,996)
2007
Fort Myers
16341 Domestic Avenue
—
22,005
2,729
—
22,005
2,729
24,734
(3,249)
2020
Gibsonton
6508 Powell Road
—
—
4,143
18,975
18,975
4,143
23,118
(119)
2023
Gibsonton
6020 Powell Road
—
—
5,429
21,098
21,098
5,429
26,527
(307)
2023
Jacksonville
775 Whittaker Road
—
3,137
451
415
3,552
451
4,003
(879)
2017
Jacksonville
9601 North Main Street
—
7,414
650
2,551
9,965
650
10,615
(2,089)
2017
Jacksonville
550 Gun Club Road
—
7,403
674
2,354
9,757
674
10,431
(2,318)
2017
Jacksonville
555 Zoo Parkway
—
6,651
596
2,197
8,848
596
9,444
(1,965)
2017
Jacksonville
9779 Pritchard Road
—
14,319
1,284
1,414
15,733
1,284
17,017
(3,276)
2019
Lake Worth
2230 4th Avenue North
—
2,530
1,533
—
2,530
1,533
4,063
(445)
2020
Lake Worth
3600 23rd Avenue South
—
4,729
1,502
—
4,729
1,502
6,231
(748)
2020
Lake Worth
2269 4th Avenue North
—
4,751
2,254
—
4,751
2,254
7,005
(813)
2020
Lakeland
4675 Drane Field Road
—
13,060
1,099
74
13,134
1,099
14,233
(2,156)
2020
Orlando
1854 Central Florida Parkway
—
4,520
1,339
1,692
6,212
1,339
7,551
(1,735)
2013
Orlando
7050 Overland Road
—
1,996
721
1,535
3,531
721
4,252
(999)
2012
Tampa
4330 Williams Road
—
6,058
829
305
6,363
829
7,192
(1,049)
2019
West Palm Beach
4268 Westroads Drive
—
6,835
2,906
605
7,440
2,906
10,346
(1,246)
2020
Initial Cost to STAG Industrial,
Inc.
Gross Amounts at Which Carried at
December 31, 2025
State & City
Address
Encumbrances(1)
Building &
Improvements(2)
Land(3)
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation(4)
Year
Acquired
F-39
Georgia
Atlanta
4200 SW Shirley Drive
—
8,382
1,679
3,934
12,316
1,679
13,995
(1,451)
2022
Augusta
1816 Tobacco Road
—
5,818
937
90
5,908
937
6,845
(1,195)
2018
Buford
4823 Roy Carlson Boulevard
—
9,195
1,061
938
10,133
1,061
11,194
(1,270)
2021
Dallas
351 Thomas D. Murphy Drive
—
1,634
475
8
1,642
475
2,117
(663)
2012
Forest Park
5345 Old Dixie Highway
—
7,369
1,715
7,481
14,850
1,715
16,565
(1,972)
2016
LaGrange
614 Pegasus Parkway
—
26,546
3,021
—
26,546
3,021
29,567
(1,183)
2024
Lithonia
1995 Lithonia Industrial Boulevard
—
18,052
943
301
18,353
943
19,296
(2,081)
2022
Norcross
4075 Blue Ridge Industrial Parkway
—
2,090
1,589
2,390
4,480
1,589
6,069
(961)
2016
Savannah
1086 Oracal Parkway
—
12,670
439
1,902
14,572
439
15,011
(3,775)
2014
Smyrna
3500 Highlands Parkway
—
2,933
264
1,644
4,577
264
4,841
(1,405)
2012
Statham
1965 Statham Drive
—
5,852
588
2,786
8,638
588
9,226
(2,689)
2012
Stone Mountain
1635 Stone Ridge Drive
—
2,404
612
780
3,184
612
3,796
(835)
2017
Idaho
Idaho Falls
3900 South American Way
—
2,592
356
140
2,732
356
3,088
(878)
2013
Illinois
Aurora
2520 Diehl Road
—
8,304
1,848
—
8,304
1,848
10,152
(310)
2024
Bartlett
1590 W. Stearns Road
—
19,449
2,198
694
20,143
2,198
22,341
(2,770)
2021
Batavia
1100 North Raddant Road
—
7,763
1,124
—
7,763
1,124
8,887
(1,233)
2020
Batavia
1862 Suncast Lane
—
4,427
598
274
4,701
598
5,299
(679)
2021
Batavia
1100 Paramount Parkway
—
3,943
618
677
4,620
618
5,238
(922)
2017
Belvidere
888 Landmark Drive
—
6,772
670
78
6,850
670
7,520
(2,167)
2013
Belvidere
3905 & 3925 Morreim Drive
—
4,203
668
41
4,244
668
4,912
(1,329)
2013
Belvidere
857 Landmark Drive
—
8,025
1,542
1,665
9,690
1,542
11,232
(3,340)
2013
Belvidere
984 Landmark Drive
—
—
216
—
—
216
216
—
2013
Buffalo Grove
2500-2550 Millbrook Drive
—
7,971
1,165
—
7,971
1,165
9,136
(234)
2025
Buffalo Grove
2400 Millbrook Drive
—
11,145
2,579
—
11,145
2,579
13,724
(357)
2025
Carol Stream
494 Lies Road East
—
6,536
959
5
6,541
959
7,500
(231)
2024
Cary
680 Industrial Drive
—
3,235
498
87
3,322
498
3,820
(445)
2020
Crystal Lake
215 Exchange Drive
—
10,698
1,790
—
10,698
1,790
12,488
(1,590)
2021
Crystal Lake
220 Exchange Drive
—
8,419
1,343
153
8,572
1,343
9,915
(1,273)
2021
Crystal Lake
300 Exchange Drive
—
9,724
1,568
14
9,738
1,568
11,306
(1,494)
2021
Crystal Lake
450 Congress Parkway
—
8,789
1,456
133
8,922
1,456
10,378
(1,378)
2021
Elgin
1360 Madeline Lane
—
19,754
1,135
124
19,878
1,135
21,013
(2,398)
2021
Elgin
1385 Madeline Lane
—
15,335
1,057
451
15,786
1,057
16,843
(2,023)
2021
Elgin
1690 Cambridge Drive
—
3,321
270
188
3,509
270
3,779
(436)
2021
Elgin
200-220 Corporate Drive
—
7,627
1,130
120 —
7,747
1,130
8,877
(428)
2024
Elgin
300-330 Corporate Drive
—
11,662
1,302
21
11,683
1,302
12,985
(623)
2024
Elgin
305-325 Corporate Drive
—
30,082
2,954
515
30,597
2,954
33,551
(1,644)
2024
Elgin
350-370 River Ridge Drive
—
13,418
1,528
119
13,537
1,528
15,065
(698)
2024
Elgin
1575-1595 Highpoint Drive
—
5,468
945
359
5,827
945
6,772
(337)
2024
Elmhurst
934 North Church Road
—
6,255
874
1,301
7,556
874
8,430
(847)
2022
Initial Cost to STAG Industrial,
Inc.
Gross Amounts at Which Carried at
December 31, 2025
State & City
Address
Encumbrances(1)
Building &
Improvements(2)
Land(3)
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation(4)
Year
Acquired
F-40
Gurnee
3818 Grandville Avenue & 1200 Northwestern
Avenue
—
10,639
1,716
1,272
11,911
1,716
13,627
(3,517)
2014
Harvard
875 West Diggins Street
—
2,403
1,157
897
3,300
1,157
4,457
(968)
2013
Hodgkins
6600 River Road
—
30,599
2,570
2
30,601
2,570
33,171
(4,579)
2020
Hodgkins
6620 River Road
—
6,163
3,127
—
6,163
3,127
9,290
(945)
2021
Itasca
1251 W. Ardmore Avenue
—
3,621
1,223
—
3,621
1,223
4,844
(487)
2021
Itasca
1500 Bryn Mawr Avenue
—
3,871
2,073
24
3,895
2,073
5,968
(579)
2021
Itasca
1800 Bruning Drive
—
11,431
2,428
1,264
12,695
2,428
15,123
(3,749)
2016
Lisle
4925 Indiana Avenue
—
7,808
2,302
—
7,808
2,302
10,110
(1,244)
2019
Machesney Park
7166 Greenlee Drive
—
3,336
300
43
3,379
300
3,679
(897)
2015
McHenry
831/833 Ridgeview Drive
—
3,593
576
462
4,055
576
4,631
(775)
2018
McHenry
921 Ridgeview Drive
—
3,791
448
202
3,993
448
4,441
(764)
2018
Monee
25100 S. Ridgeland Avenue
—
56,457
5,391
—
56,457
5,391
61,848
(161)
2025
Montgomery
2001 Baseline Road
—
—
173
—
—
173
173
—
2018
Montgomery
2001 Baseline Road
—
12,089
2,190
4,638
16,727
2,190
18,917
(5,617)
2012
New Lenox
2101-2105 West Haven Avenue
—
16,488
1,552
159
16,647
1,552
18,199
(544)
2024
New Lenox
2200 West Haven Avenue
—
10,555
2,450
—
10,555
2,450
13,005
(446)
2024
New Lenox
2201 West Haven Avenue
—
13,753
1,395
1,084
14,837
1,395
16,232
(462)
2024
Saint Charles
3810-3820 Stern Avenue
—
7,028
1,321
606
7,634
1,321
8,955
(1,009)
2021
Saint Charles
3850 Ohio Avenue
—
5,976
1,160
45
6,021
1,160
7,181
(741)
2022
Sauk Village
21399 Torrence Avenue
—
5,153
877
771
5,924
877
6,801
(1,907)
2013
Schaumburg
710 East State Parkway
—
3,940
689
181
4,121
689
4,810
(618)
2020
Vernon Hills
888 Forest Edge Drive
—
9,383
2,416
938
10,321
2,416
12,737
(1,404)
2021
Waukegan
3751 Sunset Avenue
—
4,775
1,004
149
4,924
1,004
5,928
(1,087)
2017
West Chicago
1300 Northwest Avenue
—
1,982
768
1,077
3,059
768
3,827
(1,297)
2016
West Chicago
1400 Northwest Avenue
—
596
382
330
926
382
1,308
(266)
2016
West Chicago
1450 Northwest Avenue
—
641
450
325
966
450
1,416
(268)
2016
West Chicago
1145 & 1149 Howard
—
746
369
402
1,148
369
1,517
(341)
2016
West Chicago
1270 Nuclear Drive
—
808
216
1,685
2,493
216
2,709
(468)
2016
West Chicago
537 Discovery Drive
—
32,618
5,961
1,237
33,855
5,961
39,816
(2,385)
2023
West Chicago
1726-1850 Blackhawk Drive
—
5,770
915
2,331
8,101
915
9,016
(2,032)
2016
West Dundee
901-907 Wesemann Drive
—
12,616
948
103
12,719
948
13,667
(1,657)
2021
Wood Dale
321 Forster Avenue
—
4,758
1,226
1,023
5,781
1,226
7,007
(1,181)
2016
Indiana
Elkhart
2701 Marina Drive
—
210
25
143
353
25
378
(170)
2007
Elkhart
3501 E. County Road 6
—
3,519
422
1,175
4,694
422
5,116
(2,129)
2007
Fort Wayne
3424 Centennial Drive
—
2,936
112
175
3,111
112
3,223
(845)
2014
Goshen
2600 College Avenue
—
5,998
1,442
2,198
8,196
1,442
9,638
(3,241)
2011
Greenwood
2441 E. Main Street
—
12,745
911
1,004
13,749
911
14,660
(2,114)
2021
Indianapolis
7701 West New York Street
—
3,931
620
578
4,509
620
5,129
(598)
2021
Jeffersonville
101 Jacobs Way
—
35,174
2,891
1,255
36,429
2,891
39,320
(3,993)
2022
Jeffersonville
250 Hilton Drive
—
42,618
2,778
—
42,618
2,778
45,396
(2,839)
2024
Initial Cost to STAG Industrial,
Inc.
Gross Amounts at Which Carried at
December 31, 2025
State & City
Address
Encumbrances(1)
Building &
Improvements(2)
Land(3)
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation(4)
Year
Acquired
F-41
Lafayette
1520 Kepner Drive
—
2,172
295
31
2,203
295
2,498
(735)
2012
Lafayette
1540-1530 Kepner Drive
—
3,325
410
372
3,697
410
4,107
(1,281)
2012
Lafayette
1521 Kepner Drive
—
7,748
906
1,237
8,985
906
9,891
(2,852)
2012
Lebanon
100 Purity Drive
—
20,025
1,654
—
20,025
1,654
21,679
(3,902)
2018
Lebanon
800 Edwards Drive
—
36,091
2,359
—
36,091
2,359
38,450
(6,975)
2019
Lebanon
121 N. Enterprise Boulevard
—
36,461
2,948
13,958
50,419
2,948
53,367
(7,538)
2019
Marion
2201 E. Loew Road
—
2,871
243
818
3,689
243
3,932
(1,480)
2012
Portage
6515 Ameriplex Drive
—
26,449
1,626
746
27,195
1,626
28,821
(4,542)
2019
Portage
725 George Nelson Drive
—
5,379
—
—
5,379
—
5,379
(1,858)
2012
South Bend
3310 William Richardson Court
—
4,718
411
2,004
6,722
411
7,133
(2,012)
2012
Whitestown
4330 S 500 E
—
17,621
1,525
—
17,621
1,525
19,146
(1,289)
2023
Yoder
2909 Pleasant Center Road
—
24,504
941
665
25,169
941
26,110
(5,840)
2020
Iowa
Ankeny
5910 Southeast Rio Circle
—
13,579
846
258
13,837
846
14,683
(2,534)
2019
Ankeny
6150 Southeast Rio Circle
—
19,104
1,421
97
19,201
1,421
20,622
(2,333)
2021
Council Bluffs
1209 31st Avenue
—
4,288
414
—
4,288
414
4,702
(957)
2017
Des Moines
3915 Delaware Avenue
—
9,339
1,685
1,578
10,917
1,685
12,602
(1,553)
2021
Des Moines
1900 E. 17th Street
—
4,191
556
96
4,287
556
4,843
(860)
2018
Marion
6301 North Gateway Drive
—
2,024
691
267
2,291
691
2,982
(759)
2013
Kansas
Edwardsville
9601 Woodend Road
—
12,015
1,360
544
12,559
1,360
13,919
(2,757)
2017
Lenexa
9700 Lackman Road
—
9,168
1,759
183
9,351
1,759
11,110
(1,519)
2019
Lenexa
14000 Marshall Drive
—
6,551
2,368
—
6,551
2,368
8,919
(2,307)
2014
Olathe
1202 South Lone Elm Road
—
16,083
1,193
111
16,194
1,193
17,387
(3,357)
2019
Olathe
16231 South Lone Elm Road
—
18,444
2,431
3,670
22,114
2,431
24,545
(5,726)
2016
Wichita
2655/2755 South Eastmoor Street
—
1,762
88
10
1,772
88
1,860
(593)
2012
Wichita
2652 South Eastmoor Street
—
1,785
107
128
1,913
107
2,020
(686)
2012
Wichita
2510 South Eastmoor Street
—
788
76
147
935
76
1,011
(286)
2012
Kentucky
Bardstown
300 Spencer Mattingly Lane
—
2,295
379
563
2,858
379
3,237
(1,216)
2007
Danville
1355 Lebanon Road
—
11,593
965
4,617
16,210
965
17,175
(6,330)
2011
Erlanger
1500-1532 Interstate Drive
—
3,481
635
424
3,905
635
4,540
(991)
2016
Florence
9200 Brookfield Court
—
7,450
863
88
7,538
863
8,401
(1,336)
2019
Florence
1100 Burlington Pike
—
10,672
3,109
1,369
12,041
3,109
15,150
(3,632)
2018
Hebron
2151 Southpark Drive
—
4,137
370
947
5,084
370
5,454
(1,443)
2014
Louisiana
Baton Rouge
6565 Exchequer Drive
—
5,815
1,619
666
6,481
1,619
8,100
(1,493)
2019
Baton Rouge
6735 Exchequer Drive
—
6,643
2,567
681
7,324
2,567
9,891
(1,769)
2019
Baton Rouge
12100 Little Cayman Avenue
—
14,432
1,962
152
14,584
1,962
16,546
(2,782)
2018
Shreveport
7540 Bert Kouns Industrial Loop
—
5,319
1,804
2,860
8,179
1,804
9,983
(2,076)
2015
Maine
Biddeford
1 Baker's Way
—
8,164
1,369
4,849
13,013
1,369
14,382
(4,506)
2016
Initial Cost to STAG Industrial,
Inc.
Gross Amounts at Which Carried at
December 31, 2025
State & City
Address
Encumbrances(1)
Building &
Improvements(2)
Land(3)
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation(4)
Year
Acquired
F-42
Gardiner
47 Market Street
—
8,025
948
23
8,048
948
8,996
(2,170)
2016
Portland
125 Industrial Way
—
3,648
891
2,918
6,566
891
7,457
(1,587)
2012
Maryland
Elkridge
6685 Santa Barbara Court
—
8,764
2,982
251
9,015
2,982
11,997
(1,805)
2019
Hagerstown
11835 Newgate Boulevard
—
55,177
6,036
—
55,177
6,036
61,213
(7,456)
2021
Hagerstown
11841 Newgate Boulevard
—
55,448
6,174
231
55,679
6,174
61,853
(7,802)
2021
Hagerstown
105 Enterprise Lane
—
11,213
3,472
—
11,213
3,472
14,685
(1,976)
2021
Hampstead
630 Hanover Pike
—
34,116
780
2,892
37,008
780
37,788
(11,330)
2013
Hunt Valley
11100 Gilroy Road
—
4,900
538
75
4,975
538
5,513
(714)
2021
White Marsh
6210 Days Cove Road
—
4,233
963
3,040
7,273
963
8,236
(1,224)
2018
Massachusetts
Andover
7 Connector Road
—
9,744
2,238
456
10,200
2,238
12,438
(455)
2024
Hudson
4 Robert Bonazzoli Avenue
—
12,628
723
445
13,073
723
13,796
(1,662)
2021
Lawrence
91 Glenn Street
—
14,945
3,287
711
15,656
3,287
18,943
(634)
2024
Malden
219 Medford Street
—
2,817
366
—
2,817
366
3,183
(1,341)
2007
Malden
243 Medford Street
—
3,961
507
—
3,961
507
4,468
(1,884)
2007
Middleborough
16 Leona Drive
—
5,951
2,397
172
6,123
2,397
8,520
(1,015)
2019
Norton
202 South Washington Street
—
6,105
2,839
250
6,355
2,839
9,194
(2,444)
2011
South Easton
55 Bristol Drive
—
5,638
403
2,933
8,571
403
8,974
(1,505)
2017
Sterling
15 Chocksett Road
—
10,797
1,472
—
10,797
1,472
12,269
(1,471)
2021
Stoughton
100 Campanelli Parkway
—
1,677
2,256
1,856
3,533
2,256
5,789
(1,024)
2015
Stoughton
12 Campanelli Parkway
—
909
538
438
1,347
538
1,885
(354)
2015
Westborough
35 Otis Street
—
5,511
661
23
5,534
661
6,195
(1,302)
2016
Wilmington
353 Middlesex Avenue
—
9,424
1,158
—
9,424
1,158
10,582
(363)
2024
Woburn
180 New Boston Street
—
14,836
2,123
57
14,893
2,123
17,016
(615)
2024
Woburn
41 Atlantic Avenue
—
7,502
2,265
—
7,502
2,265
9,767
(339)
2024
Michigan
Belleville
8200 Haggerty Road
—
5,993
724
616
6,609
724
7,333
(1,372)
2017
Canton
47440 Michigan Avenue
—
22,519
2,378
1,713
24,232
2,378
26,610
(3,627)
2020
Chesterfield
50501 E. Russell Schmidt
—
1,099
207
165
1,264
207
1,471
(537)
2007
Chesterfield
50371 E. Russell Schmidt
—
798
150
477
1,275
150
1,425
(567)
2007
Chesterfield
50271 E. Russell Schmidt
—
802
151
201
1,003
151
1,154
(495)
2007
Chesterfield
50900 E. Russell Schmidt
—
5,006
942
2,742
7,748
942
8,690
(3,689)
2007
Grand Rapids
5445 International Parkway
—
6,764
1,241
395
7,159
1,241
8,400
(1,015)
2020
Grand Rapids
5079 33rd Street
—
4,907
892
459
5,366
892
6,258
(759)
2022
Grand Rapids
5333 33rd Street
—
3,455
1,052
192
3,647
1,052
4,699
(665)
2022
Grand Rapids
5050 Kendrick Street, SE
—
6,725
169
1,747
8,472
169
8,641
(1,846)
2015
Holland
4757 128th Avenue
—
3,222
279
340
3,562
279
3,841
(1,133)
2012
Kentwood
4660 East Paris Avenue, SE
—
7,494
307
102
7,596
307
7,903
(1,222)
2019
Kentwood
4647 60th Street SE
—
16,933
1,256
1,928
18,861
1,256
20,117
(2,662)
2021
Kentwood
4070 East Paris Avenue
—
2,370
407
120
2,490
407
2,897
(799)
2013
Lansing
7009 West Mount Hope Highway
—
7,706
501
7,464
15,170
501
15,671
(5,641)
2011
Initial Cost to STAG Industrial,
Inc.
Gross Amounts at Which Carried at
December 31, 2025
State & City
Address
Encumbrances(1)
Building &
Improvements(2)
Land(3)
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation(4)
Year
Acquired
F-43
Lansing
2780 Sanders Road
—
3,961
580
460
4,421
580
5,001
(1,461)
2012
Lansing
5640 Pierson Highway
—
6,725
429
208
6,933
429
7,362
(2,279)
2012
Lansing
2051 South Canal Road
—
4,868
907
100
4,968
907
5,875
(1,510)
2013
Livonia
38150 Plymouth Road
—
6,168
1,390
1,471
7,639
1,390
9,029
(1,431)
2018
Livonia
38220 Plymouth Road
—
8,485
848
1,016
9,501
848
10,349
(1,783)
2018
Marshall
1511 George Brown Drive
—
953
199
130
1,083
199
1,282
(390)
2013
Novi
22925 Venture Drive
—
3,537
252
486
4,023
252
4,275
(1,310)
2012
Novi
25250 Regency Drive
—
5,638
626
63
5,701
626
6,327
(1,594)
2015
Novi
43800 Gen Mar Drive
—
16,203
1,381
925
17,128
1,381
18,509
(3,251)
2018
Plymouth
14835 Pilot Drive
—
4,338
365
250
4,588
365
4,953
(1,325)
2015
Redford
12100 Inkster Road
—
5,267
728
1,632
6,899
728
7,627
(1,331)
2017
Romulus
9800 Inkster Road
—
14,942
1,254
158
15,100
1,254
16,354
(4,352)
2018
Romulus
27651 Hildebrandt Road
—
13,987
1,080
1,542
15,529
1,080
16,609
(3,176)
2017
Sterling Heights
42600 Merrill Street
—
4,102
1,133
1,414
5,516
1,133
6,649
(2,001)
2012
Walker
2640 Northridge Drive
—
4,593
855
1,110
5,703
855
6,558
(1,915)
2011
Warren
13301 Stephens Road
—
5,497
502
206
5,703
502
6,205
(1,268)
2017
Warren
27027 Mound Road
—
17,018
1,984
69
17,087
1,984
19,071
(2,709)
2020
Warren
25295 Guenther Road
—
19,273
531
1,293
20,566
531
21,097
(2,937)
2021
Warren
7500 Tank Avenue
—
13,076
1,290
1,564
14,640
1,290
15,930
(3,407)
2016
Wixom
48238 Frank Street
—
14,433
293
—
14,433
293
14,726
(1,819)
2021
Zeeland
750 E. Riley Avenue
—
12,100
487
—
12,100
487
12,587
(3,156)
2019
Minnesota
Blaine
3705 95th Avenue NE
—
16,202
2,258
46
16,248
2,258
18,506
(2,939)
2019
Bloomington
11300 Hampshire Avenue South
—
8,096
1,702
589
8,685
1,702
10,387
(1,634)
2018
Brooklyn Park
6688 93rd Avenue North
—
11,349
1,926
17
11,366
1,926
13,292
(2,729)
2016
Brooklyn Park
9400 Decatur Drive
—
18,133
2,051
—
18,133
2,051
20,184
(715)
2024
Carlos
4750 County Road 13 NE
—
4,183
960
1,438
5,621
960
6,581
(2,010)
2011
Eagan
3355 Discovery Road
—
15,290
2,526
—
15,290
2,526
17,816
(4,031)
2019
Inver Grove Height
8450 Courthouse Boulevard
—
6,964
2,595
—
6,964
2,595
9,559
(1,067)
2021
Lakeville
21601 Galway Lane
—
31,841
5,405
—
31,841
5,405
37,246
(1,567)
2024
Maple Grove
6250 Sycamore Lane North
—
6,251
969
877
7,128
969
8,097
(1,644)
2017
Maple Grove
8175 Jefferson Highway
—
10,397
2,327
774
11,171
2,327
13,498
(2,272)
2020
Mendota Heights
1312 Northland Drive
—
10,743
1,497
—
10,743
1,497
12,240
(448)
2024
Mendota Heights
2250 Pilot Knob Road
—
3,175
1,494
1,177
4,352
1,494
5,846
(1,251)
2018
New Hope
5520 North Highway 169
—
1,669
1,919
977
2,646
1,919
4,565
(640)
2013
Newport
710 Hastings Avenue
—
8,367
1,765
—
8,367
1,765
10,132
(1,070)
2021
Oakdale
550-590 Hale Avenue North
—
5,971
647
1,004
6,975
647
7,622
(1,121)
2019
Oakdale
585-595 Hale Avenue
—
4,627
1,396
998
5,625
1,396
7,021
(989)
2018
Plymouth
9800 13th Avenue North
—
4,438
1,599
—
4,438
1,599
6,037
(823)
2018
Plymouth
6050 Nathan Lane
—
5,532
1,109
61
5,593
1,109
6,702
(989)
2019
Plymouth
6075 Trenton Lane North
—
6,919
1,569
30
6,949
1,569
8,518
(1,608)
2019
Initial Cost to STAG Industrial,
Inc.
Gross Amounts at Which Carried at
December 31, 2025
State & City
Address
Encumbrances(1)
Building &
Improvements(2)
Land(3)
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation(4)
Year
Acquired
F-44
Saint Paul
1700 Wynne Avenue
—
23,675
2,258
—
23,675
2,258
25,933
(3,233)
2021
Savage
14399 Huntington Avenue
—
3,251
3,194
1,253
4,504
3,194
7,698
(1,503)
2014
Shakopee
4241 12th Avenue East
—
11,946
2,281
—
11,946
2,281
14,227
(425)
2025
Shakopee
5101/4901 Valley Industrial Boulevard
—
11,596
584
13
11,609
584
12,193
(1,574)
2022
Shakopee
1451 Dean Lakes Trail
—
12,038
927
61
12,099
927
13,026
(1,915)
2019
South Saint Paul
411 Farwell Avenue
—
14,335
2,378
169
14,504
2,378
16,882
(2,819)
2018
Mississippi
Southaven
228 Access Drive
—
28,387
1,000
1,073
29,460
1,000
30,460
(4,568)
2020
Missouri
Berkeley
8901 Springdale Avenue
—
9,850
1,423
1,562
11,412
1,423
12,835
(1,473)
2021
Earth City
1 American Eagle Plaza
—
2,492
1,123
807
3,299
1,123
4,422
(666)
2016
Fenton
2501 & 2509 Cassens Drive
—
8,919
791
932
9,851
791
10,642
(1,556)
2019
Hazelwood
7275 Hazelwood Avenue
—
5,030
1,382
2,094
7,124
1,382
8,506
(2,715)
2011
Kansas City
4001 North Norfleet Road
—
48,342
4,239
—
48,342
4,239
52,581
(6,530)
2022
Kansas City
10410 NW Transcon Drive
—
16,651
—
—
16,651
—
16,651
(615)
2024
Kansas City
9900 NW Global Drive
—
33,113
—
—
33,113
—
33,113
(1,156)
2024
Kansas City
10500 NW Transcon Drive
—
25,994
—
—
25,994
—
25,994
(136)
2025
Kansas City
10451 NW Transcon Drive
—
12,687
—
—
12,687
—
12,687
(74)
2025
O'Fallon
6705 Keaton Corporate Parkway
—
3,238
1,233
559
3,797
1,233
5,030
(926)
2017
O'Fallon
3801 Lloyd King Drive
—
2,579
1,242
1,696
4,275
1,242
5,517
(1,469)
2011
Nebraska
Bellevue
10601 S 15th Street
—
19,491
1,691
135
19,626
1,691
21,317
(2,464)
2021
La Vista
11720 Peel Circle
—
14,679
1,232
165
14,844
1,232
16,076
(2,012)
2021
Omaha
10488 S. 136th Street
—
13,376
1,602
244
13,620
1,602
15,222
(2,412)
2019
Omaha
9995 I Street
—
3,122
572
641
3,763
572
4,335
(604)
2019
Omaha
10025 I Street
—
2,304
579
133
2,437
579
3,016
(431)
2019
Omaha
9931 South 136th Street
—
2,636
828
390
3,026
828
3,854
(544)
2021
Omaha
9950 South 134th Street
—
3,398
868
39
3,437
868
4,305
(461)
2021
Nevada
Fernley
190 Resource Drive
—
11,401
1,034
225
11,626
1,034
12,660
(1,776)
2021
Las Vegas
730 Pilot Road
—
11,655
2,615
727
12,382
2,615
14,997
(2,307)
2018
Las Vegas
3450 West Teco Avenue
—
3,102
770
80
3,182
770
3,952
(665)
2017
Paradise
4565 Wynn Road
—
4,338
949
—
4,338
949
5,287
(765)
2019
Paradise
6460 Arville Street
—
3,131
1,465
251
3,382
1,465
4,847
(615)
2019
Reno
9025 Moya Boulevard
—
3,043
1,372
832
3,875
1,372
5,247
(973)
2014
Sparks
325 E. Nugget Avenue
—
5,589
938
1,179
6,768
938
7,706
(1,690)
2017
Sparks
655 Spice Islands Drive
—
25,453
2,831
421
25,874
2,831
28,705
(1,699)
2023
New Hampshire
Londonderry
29 Jack's Bridge Road/Clark Road
—
6,249
730
339
6,588
730
7,318
(2,064)
2013
New Jersey
Branchburg
291 Evans Way
—
10,470
2,367
24
10,494
2,367
12,861
(1,599)
2019
Burlington
8 Campus Drive
—
—
3,267
16,064
16,064
3,267
19,331
(2,164)
2015
Initial Cost to STAG Industrial,
Inc.
Gross Amounts at Which Carried at
December 31, 2025
State & City
Address
Encumbrances(1)
Building &
Improvements(2)
Land(3)
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation(4)
Year
Acquired
F-45
Burlington
6 Campus Drive
—
18,708
4,030
3,022
21,730
4,030
25,760
(6,068)
2015
Franklin Township
17 & 20 Veronica Avenue
—
7,433
2,272
1,638
9,071
2,272
11,343
(2,154)
2017
Lumberton
101 Mount Holly Bypass
—
5,721
1,121
456
6,177
1,121
7,298
(1,045)
2019
Moorestown
550 Glen Avenue
—
5,627
466
230
5,857
466
6,323
(1,381)
2019
Moorestown
600 Glen Court
—
4,188
510
189
4,377
510
4,887
(750)
2019
Moorestown
11 Twosome Drive
—
9,490
1,230
201
9,691
1,230
10,921
(412)
2024
Mt. Laurel
103 Central Avenue
—
6,447
616
1,106
7,553
616
8,169
(1,043)
2020
Piscataway
100 New England Avenue
—
16,999
7,566
4,336
21,335
7,566
28,901
(998)
2023
Swedesboro
2165 Center Square Road
—
4,827
1,212
901
5,728
1,212
6,940
(1,289)
2017
Westampton
800 Highland Drive
—
20,734
3,647
8,957
29,691
3,647
33,338
(3,089)
2021
New Mexico
Santa Teresa
150 Earhardt Way
—
8,904
723
161
9,065
723
9,788
(935)
2022
New York
Buffalo
1236-50 William Street
—
2,924
146
—
2,924
146
3,070
(1,106)
2012
Cheektowaga
40-60 Industrial Parkway
—
2,699
216
990
3,689
216
3,905
(1,545)
2011
Gloversville
125 Belzano Drive
—
1,203
117
7
1,210
117
1,327
(400)
2012
Gloversville
122 Belzano Drive
—
2,455
151
238
2,693
151
2,844
(864)
2012
Gloversville
109 Belzano Drive
—
1,384
154
210
1,594
154
1,748
(513)
2012
Johnstown
123 Union Avenue
—
1,555
216
305
1,860
216
2,076
(536)
2012
Johnstown
231 Enterprise Drive
—
828
151
49
877
151
1,028
(275)
2012
Johnstown
150 Enterprise Avenue
—
1,304
140
36
1,340
140
1,480
(434)
2012
Rochester
2883 Brighton Henrietta Townline Road
—
6,607
619
1,172
7,779
619
8,398
(1,084)
2020
Rochester
1350 Scottsville Road
—
6,702
208
109
6,811
208
7,019
(1,216)
2020
Ronkonkoma
845 South 1st Street
(4,099)
6,091
1,213
147
6,238
1,213
7,451
(991)
2021
North Carolina
Catawba
3389 Catawba Industrial Place
—
8,166
1,692
—
8,166
1,692
9,858
(1,383)
2020
Charlotte
1401 Tar Heel Road
—
3,770
515
63
3,833
515
4,348
(989)
2015
Charlotte
2027 Gateway Boulevard
—
3,654
913
30
3,684
913
4,597
(920)
2018
Charlotte
3115 Beam Road
—
4,839
369
179
5,018
369
5,387
(911)
2020
Charlotte
12730 Virkler Drive
—
10,650
1,522
60
10,710
1,522
12,232
(508)
2024
Durham
3450 Hopson Road
—
64,860
7,075
—
64,860
7,075
71,935
(164)
2025
Durham
2702 Weck Drive
—
2,411
753
327
2,738
753
3,491
(724)
2015
Garner
2337 US Highway 70E
—
11,790
3,420
—
11,790
3,420
15,210
(2,030)
2020
Greensboro
719 North Regional Road
—
12,396
366
711
13,107
366
13,473
(976)
2023
Greensboro
415 Westcliff Road
—
6,383
691
208
6,591
691
7,282
(1,597)
2018
Huntersville
13201 Reese Boulevard
—
3,030
1,061
976
4,006
1,061
5,067
(1,354)
2012
Lexington
200 Woodside Drive
—
3,863
232
1,308
5,171
232
5,403
(2,002)
2011
Mebane
7412 Oakwood Street
—
4,455
481
887
5,342
481
5,823
(1,886)
2012
Mebane
7600 Oakwood Street
—
3,980
443
314
4,294
443
4,737
(1,456)
2012
Mebane
7110 E. Washington Street
—
4,782
358
2,037
6,819
358
7,177
(1,983)
2013
Mocksville
171 Enterprise Way
—
5,309
1,091
616
5,925
1,091
7,016
(1,082)
2019
Mooresville
119 Super Sport Drive
—
17,029
4,195
923
17,952
4,195
22,147
(3,858)
2017
Initial Cost to STAG Industrial,
Inc.
Gross Amounts at Which Carried at
December 31, 2025
State & City
Address
Encumbrances(1)
Building &
Improvements(2)
Land(3)
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation(4)
Year
Acquired
F-46
Mooresville
313 Mooresville Boulevard
—
6,968
701
1,835
8,803
701
9,504
(2,911)
2011
Mountain Home
199 N. Egerton Road
—
2,265
523
324
2,589
523
3,112
(668)
2014
Newton
1500 Prodelin Drive
—
3,814
732
4,807
8,621
732
9,353
(2,879)
2011
Pineville
10519 Industrial Drive
—
1,179
392
44
1,223
392
1,615
(406)
2012
Rural Hall
300 Forum Parkway
—
5,375
439
695
6,070
439
6,509
(2,248)
2011
Salisbury
990 Cedar Springs Road
—
4,211
1,535
3,008
7,219
1,535
8,754
(1,798)
2017
Smithfield
3250 Highway 70 Business West
—
4,411
613
7,219
11,630
613
12,243
(2,902)
2011
Troutman
279 & 281 Old Murdock Road
—
13,124
802
360
13,484
802
14,286
(3,490)
2018
Winston-Salem
2655 Annapolis Drive
—
9,888
610
3,560
13,448
610
14,058
(2,715)
2014
Youngsville
200 K-Flex Way
—
16,150
1,836
—
16,150
1,836
17,986
(3,855)
2018
Ohio
Bedford Heights
26801 Fargo Avenue
—
4,763
837
1,311
6,074
837
6,911
(1,544)
2017
Boardman
365 McClurg Road
—
3,473
282
1,358
4,831
282
5,113
(2,268)
2007
Canal Winchester
6200-6250 Winchester Boulevard
—
37,431
6,403
2,913
40,344
6,403
46,747
(5,156)
2021
Canal Winchester
6260-6300 Winchester Boulevard
—
19,432
3,708
430
19,862
3,708
23,570
(3,075)
2021
Canal Winchester
6215-6275 Winchester Boulevard
—
16,704
1,690
—
16,704
1,690
18,394
(854)
2024
Columbus
1605 Westbelt Drive
—
4,807
337
1,531
6,338
337
6,675
(1,194)
2017
Columbus
5330 Crosswinds Drive
—
45,112
3,410
1,141
46,253
3,410
49,663
(7,546)
2020
Columbus
200 McCormick Boulevard
—
8,960
988
77
9,037
988
10,025
(1,227)
2022
Columbus
3900-3990 Business Park Drive
—
2,725
489
593
3,318
489
3,807
(946)
2014
Dayton
2815 South Gettysburg Avenue
—
5,616
331
343
5,959
331
6,290
(1,499)
2015
Etna
8591 Mink Street SW
—
73,402
2,939
231
73,633
2,939
76,572
(12,376)
2020
Fairborn
1340 E Dayton Yellow Springs Road
—
4,788
867
635
5,423
867
6,290
(1,411)
2015
Fairfield
4275 Thunderbird Lane
—
2,409
948
1,175
3,584
948
4,532
(981)
2016
Fairfield
3840 Port Union Road
—
5,337
1,086
407
5,744
1,086
6,830
(1,819)
2018
Gahanna
1120 Morrison Road
—
3,806
1,265
4,063
7,869
1,265
9,134
(2,761)
2011
Groveport
5830 Green Pointe Drive South
—
10,346
642
2,017
12,363
642
13,005
(2,372)
2017
Hilliard
4251 Leap Road
—
6,853
550
1,870
8,723
550
9,273
(1,861)
2017
Macedonia
8295 Bavaria Drive
—
10,219
1,001
174
10,393
1,001
11,394
(1,294)
2022
Macedonia
1261 Highland Road
—
7,541
1,690
637
8,178
1,690
9,868
(2,189)
2015
Maple Heights
16645 Granite Road
—
4,357
922
—
4,357
922
5,279
(705)
2021
Mason
7258 Innovation Way
—
4,307
673
—
4,307
673
4,980
(1,220)
2014
North Jackson
500 South Bailey Road
—
4,001
1,528
2,269
6,270
1,528
7,798
(1,578)
2013
North Jackson
382 Rosemont Road
—
5,777
486
3,174
8,951
486
9,437
(2,868)
2011
Oakwood Village
26350 Broadway
—
2,773
343
473
3,246
343
3,589
(802)
2015
Salem
800 Pennsylvania Avenue
—
6,849
858
2,297
9,146
858
10,004
(4,128)
2006
Sharonville
12110 Champion Way
—
16,975
1,385
—
16,975
1,385
18,360
(51)
2025
Streetsboro
9777 Mopar Drive
—
4,909
2,161
1,157
6,066
2,161
8,227
(2,220)
2011
Strongsville
14450 Foltz Industrial Parkway
—
16,431
1,315
—
16,431
1,315
17,746
(2,230)
2021
Strongsville
12930 Darice Parkway
—
5,583
491
963
6,546
491
7,037
(2,169)
2014
Toledo
1800 Jason Street
—
6,296
213
—
6,296
213
6,509
(2,059)
2012
Initial Cost to STAG Industrial,
Inc.
Gross Amounts at Which Carried at
December 31, 2025
State & City
Address
Encumbrances(1)
Building &
Improvements(2)
Land(3)
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation(4)
Year
Acquired
F-47
Twinsburg
8601 Independence Parkway
—
19,731
3,855
—
19,731
3,855
23,586
(3,225)
2020
Twinsburg
7990 Bavaria Road
—
6,437
590
7,021
13,458
590
14,048
(3,449)
2007
Union
1925 Union Airpark Boulevard
—
43,618
3,987
—
43,618
3,987
47,605
(472)
2025
West Chester
9696 International Boulevard
—
8,182
936
270
8,452
936
9,388
(1,873)
2016
West Chester
8778-8910 Le Saint Drive
—
42,704
1,565
304
43,008
1,565
44,573
(2,564)
2024
West Jefferson
1550 West Main Street
—
70,213
2,015
75
70,288
2,015
72,303
(15,591)
2019
Oklahoma
Oklahoma City
4949 Southwest 20th Street
—
1,820
746
194
2,014
746
2,760
(572)
2016
Oklahoma City
5101 South Council Road
—
8,960
1,614
1,466
10,426
1,614
12,040
(3,252)
2015
Tulsa
11607 E. 43rd Street North
—
8,242
966
—
8,242
966
9,208
(2,976)
2015
Tulsa
10757 East Ute Street
—
7,167
644
125
7,292
644
7,936
(1,437)
2020
Oregon
Beaverton
5805 SW 107th Avenue
—
10,602
2,463
53
10,655
2,463
13,118
(812)
2023
Beaverton
5807 SW 107th Avenue
—
4,936
1,237
—
4,936
1,237
6,173
(384)
2023
North Plains
28925 NW Union Road
—
1,888
4,778
25,289
27,177
4,778
31,955
(399)
2024
Salem
4060 Fairview Industrial Drive
—
3,039
599
963
4,002
599
4,601
(1,519)
2011
Salem
4050 Fairview Industrial Drive
—
1,372
266
562
1,934
266
2,200
(799)
2011
Sherwood
20707 SW Wildrose Place
—
14,014
1,315
—
14,014
1,315
15,329
(758)
2024
Wilsonville
9400 SW Barber Street
—
10,142
696
411
10,553
696
11,249
(1,040)
2022
Pennsylvania
Allentown
6670 Grant Way
—
9,937
1,237
487
10,424
1,237
11,661
(745)
2023
Allentown
6690 Grant Way
—
11,721
1,535
66
11,787
1,535
13,322
(828)
2023
Allentown
7132 Daniels Drive
—
6,745
1,962
2,130
8,875
1,962
10,837
(2,948)
2014
Burgettstown
157 Starpointe Boulevard
—
23,416
1,248
598
24,014
1,248
25,262
(5,500)
2019
Charleroi
200 Simko Boulevard
—
9,849
935
136
9,985
935
10,920
(1,796)
2018
Clinton
2300 Sweeney Drive
—
18,020
—
25
18,045
—
18,045
(3,873)
2017
Clinton
2251 Sweeney Drive
—
12,007
—
—
12,007
—
12,007
(2,361)
2018
Clinton
2400 Sweeney Drive Extension
—
16,188
—
2,920
19,108
—
19,108
(3,314)
2018
Clinton
1200 Clifford Ball Drive
—
10,524
—
—
10,524
—
10,524
(1,817)
2020
Clinton
1111 Clifford Ball Drive
—
5,668
—
—
5,668
—
5,668
(997)
2020
Clinton
1300 Clifford Ball Drive
—
18,152
—
—
18,152
—
18,152
(3,051)
2020
Clinton
1100 Clifford Ball Drive
—
40,282
—
945
41,227
—
41,227
(5,567)
2022
Croydon
3001 State Road
—
4,308
829
5,234
9,542
829
10,371
(592)
2018
Elizabethtown
11 and 33 Industrial Road
—
5,052
1,000
674
5,726
1,000
6,726
(1,629)
2014
Export
1003 Corporate Lane
—
5,180
667
210
5,390
667
6,057
(864)
2019
Hazleton
69 Green Mountain Road
—
43,571
4,995
1,063
44,634
4,995
49,629
(6,710)
2021
Imperial
200 Solar Drive
—
22,025
1,762
—
22,025
1,762
23,787
(4,194)
2019
Kulpsville
1510 Gehman Road
—
10,390
3,171
137
10,527
3,171
13,698
(984)
2023
Lancaster
2919 Old Tree Drive
—
4,042
1,520
1,687
5,729
1,520
7,249
(1,491)
2015
Langhorne
2151 Cabot Boulevard West
—
3,546
1,370
1,863
5,409
1,370
6,779
(899)
2016
Langhorne
2201 Cabot Boulevard West
—
2,677
1,308
427
3,104
1,308
4,412
(796)
2016
Langhorne
121 Wheeler Court
—
6,327
1,884
2,035
8,362
1,884
10,246
(2,348)
2016
Initial Cost to STAG Industrial,
Inc.
Gross Amounts at Which Carried at
December 31, 2025
State & City
Address
Encumbrances(1)
Building &
Improvements(2)
Land(3)
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation(4)
Year
Acquired
F-48
Langhorne
1 Cabot Boulevard East
—
3,751
1,155
83
3,834
1,155
4,989
(641)
2020
Lebanon
1 Keystone Drive
—
3,784
1,380
1,048
4,832
1,380
6,212
(1,003)
2017
Mechanicsburg
6350 Brackbill Boulevard
—
4,787
1,482
2,860
7,647
1,482
9,129
(1,920)
2014
Mechanicsburg
6360 Brackbill Boulevard
—
6,586
1,800
1,058
7,644
1,800
9,444
(2,119)
2014
Mechanicsburg
245 Salem Church Road
—
7,462
1,452
2,771
10,233
1,452
11,685
(2,362)
2014
Muhlenberg Township
171-173 Tuckerton Road
—
13,784
843
3,367
17,151
843
17,994
(5,793)
2012
New Galilee
1750 Shenango Road
—
24,483
1,127
354
24,837
1,127
25,964
(3,978)
2019
New Kensington
115 Hunt Valley Road
—
8,898
177
—
8,898
177
9,075
(1,698)
2018
New Kingstown
6 Doughten Road
—
8,074
2,041
594
8,668
2,041
10,709
(2,465)
2014
O'Hara Township
100 Papercraft Park
—
18,158
1,435
7,440
25,598
1,435
27,033
(9,153)
2012
Reading
2001 Centre Avenue
—
5,020
1,708
1,554
6,574
1,708
8,282
(1,512)
2016
Warrendale
410-426 Keystone Drive
—
11,442
1,853
786
12,228
1,853
14,081
(2,206)
2018
York
2925 East Market Street
—
13,818
2,152
381
14,199
2,152
16,351
(3,030)
2017
York
57 Grumbacher Road
—
14,541
966
28
14,569
966
15,535
(2,893)
2018
York
420 Emig Road
—
7,219
869
47
7,266
869
8,135
(1,238)
2019
York
915 Woodland View Drive
—
5,754
1,139
247
6,001
1,139
7,140
(983)
2021
York
2800 Concord Road
—
21,154
1,478
1,526
22,680
1,478
24,158
(3,171)
2021
South Carolina
Columbia
128 Crews Drive
—
5,171
783
287
5,458
783
6,241
(1,768)
2016
Duncan
110 Hidden Lakes Circle
—
10,981
1,002
3,450
14,431
1,002
15,433
(5,163)
2012
Duncan
112 Hidden Lakes Circle
—
6,739
709
1,586
8,325
709
9,034
(3,208)
2012
Duncan
175 Spartangreen Boulevard
—
12,390
936
89
12,479
936
13,415
(1,710)
2021
Fountain Inn
107 Southchase Boulevard
—
7,946
766
672
8,618
766
9,384
(1,884)
2018
Fountain Inn
141 Southchase Boulevard
—
12,806
1,878
9,084
21,890
1,878
23,768
(3,770)
2017
Fountain Inn
111 Southchase Boulevard
—
4,260
719
95
4,355
719
5,074
(1,423)
2016
Gaffney
50 Peachview Boulevard
—
4,001
1,233
2,505
6,506
1,233
7,739
(1,595)
2017
Goose Creek
6 Corporate Parkway
—
28,353
4,459
—
28,353
4,459
32,812
(4,926)
2019
Greer
8 Shelter Drive
—
4,939
681
3,478
8,417
681
9,098
(2,535)
2018
Greer
1000 Robinson Road
—
25,631
849
—
25,631
849
26,480
(2,864)
2021
Greer
1817 East Poinsett Street
—
—
3,674
49,357
49,357
3,674
53,031
(1,079)
2022
Greer
1809 East Poinsett Street
—
—
1,885
24,128
24,128
1,885
26,013
(552)
2022
Greer
129 Metro Court
—
1,376
129
450
1,826
129
1,955
(557)
2015
Greer
149 Metro Court
—
1,664
128
724
2,388
128
2,516
(661)
2015
Greer
153 Metro Court
—
430
153
155
585
153
738
(222)
2015
Greer
154 Metro Court
—
2,841
306
1,831
4,672
306
4,978
(1,222)
2015
Laurens
103 Cherry Blossom Drive
—
3,854
151
52
3,906
151
4,057
(991)
2015
Piedmont
1100 Piedmont Highway
—
3,891
231
548
4,439
231
4,670
(1,210)
2015
Piedmont
1102 Piedmont Highway
—
1,984
158
47
2,031
158
2,189
(532)
2015
Piedmont
1104 Piedmont Highway
—
1,894
204
74
1,968
204
2,172
(494)
2015
Piedmont
513 Old Griffin Road
—
9,036
797
2,022
11,058
797
11,855
(2,261)
2018
Piedmont
1610 Old Grove Road
—
16,478
1,971
730
17,208
1,971
19,179
(2,971)
2019
Piedmont
100 Exchange Logistics Park Drive
—
25,151
569
1,001
26,152
569
26,721
(3,088)
2022
Initial Cost to STAG Industrial,
Inc.
Gross Amounts at Which Carried at
December 31, 2025
State & City
Address
Encumbrances(1)
Building &
Improvements(2)
Land(3)
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation(4)
Year
Acquired
F-49
Piedmont
119 Matrix Parkway
—
13,886
331
362
14,248
331
14,579
(1,652)
2022
Rock Hill
2751 Commerce Drive, Unit C
—
6,146
1,411
1,601
7,747
1,411
9,158
(2,198)
2016
Rock Hill
1953 Langston Street
—
3,982
1,095
984
4,966
1,095
6,061
(1,179)
2017
Simpsonville
101 Harrison Bridge Road
—
2,960
957
3,661
6,621
957
7,578
(2,416)
2012
Simpsonville
103 Harrison Bridge Road
—
3,364
470
1,114
4,478
470
4,948
(1,714)
2012
Simpsonville
1312 Old Stage Road
—
24,200
1,454
3,428
27,628
1,454
29,082
(6,610)
2018
Spartanburg
5675 North Blackstock Road
—
13,452
1,867
6,123
19,575
1,867
21,442
(3,734)
2016
Spartanburg
5679 North Blackstock Road
—
—
—
344
344
—
344
(4)
2016
Spartanburg
950 Brisack Road
—
3,250
342
2,360
5,610
342
5,952
(1,479)
2014
Spartanburg
2071 Fryml Drive
—
7,288
663
241
7,529
663
8,192
(1,400)
2019
Spartanburg
2171 Fryml Drive
—
4,116
530
143
4,259
530
4,789
(733)
2019
Spartanburg
2010 Nazareth Church Road
—
16,373
895
745
17,118
895
18,013
(3,750)
2019
Spartanburg
150-160 National Avenue
—
5,797
493
2,428
8,225
493
8,718
(2,574)
2012
Summerville
105 Eastport Lane
—
4,710
1,157
534
5,244
1,157
6,401
(1,041)
2019
Wellford
462 Casual Drive
—
16,147
2,588
1,155
17,302
2,588
19,890
(1,365)
2023
Wellford
452 Casual Drive
—
16,187
2,548
4,623
20,810
2,548
23,358
(608)
2023
West Columbia
185 McQueen Street
—
6,808
715
2,355
9,163
715
9,878
(3,156)
2013
West Columbia
610 Kelsey Court
—
9,152
488
—
9,152
488
9,640
(2,078)
2016
West Columbia
825 Bistline Drive
—
8,640
240
1,050
9,690
240
9,930
(2,114)
2017
West Columbia
810 Bistline Drive
—
10,881
564
—
10,881
564
11,445
(2,331)
2019
West Columbia
1000 Technology Drive
—
23,567
1,422
5
23,572
1,422
24,994
(3,806)
2019
West Columbia
842 Bistline Drive
—
12,723
1,217
1,749
14,472
1,217
15,689
(2,300)
2021
West Columbia
222 Old Wire Road
—
3,878
551
2,301
6,179
551
6,730
(2,100)
2016
Tennessee
Chattanooga
1800 Crutchfield Street Building A
—
2,085
187
127
2,212
187
2,399
(556)
2015
Chattanooga
1800 Crutchfield Street Building B
—
4,251
380
84
4,335
380
4,715
(1,148)
2015
Chattanooga
1295 Stuart Street
—
7,113
424
2,626
9,739
424
10,163
(2,223)
2015
Cleveland
4405 Michigan Avenue Road NE
—
3,161
554
1,175
4,336
554
4,890
(1,402)
2011
Clinton
1330 Carden Farm Drive
—
2,930
403
241
3,171
403
3,574
(948)
2015
Jackson
1094 Flex Drive
—
2,250
230
2,671
4,921
230
5,151
(1,289)
2012
Knoxville
2525 Quality Drive
—
2,842
447
541
3,383
447
3,830
(852)
2015
Knoxville
2522 and 2526 Westcott Boulevard
—
4,730
472
806
5,536
472
6,008
(1,027)
2018
Knoxville
5700 Casey Drive
—
6,847
1,117
996
7,843
1,117
8,960
(1,266)
2019
Lebanon
535 Maddox-Simpson Parkway
—
13,858
468
1,432
15,290
468
15,758
(2,443)
2019
Lebanon
675 Maddox-Simpson Parkway
—
5,891
519
213
6,104
519
6,623
(783)
2021
Lebanon
575 Maddox-Simpson Parkway
—
—
549
24,903
24,903
549
25,452
(343)
2019
Loudon
1700 Elizabeth Lee Parkway
—
3,372
170
2,137
5,509
170
5,679
(1,412)
2015
Madison
538 Myatt Drive
—
2,790
1,655
19,879
22,669
1,655
24,324
(3,633)
2011
Mascot
9575 Commission Drive
—
2,827
284
112
2,939
284
3,223
(728)
2016
Mascot
2122 Holston Bend Drive
—
3,120
385
8,294
11,414
385
11,799
(1,604)
2013
Memphis
7625 Appling Center Drive
—
13,463
539
31
13,494
539
14,033
(1,742)
2022
Memphis
4880 East Tuggle Road
—
38,524
2,501
2,176
40,700
2,501
43,201
(6,637)
2019
Initial Cost to STAG Industrial,
Inc.
Gross Amounts at Which Carried at
December 31, 2025
State & City
Address
Encumbrances(1)
Building &
Improvements(2)
Land(3)
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation(4)
Year
Acquired
F-50
Murfreesboro
1975 Joe B. Jackson Parkway
—
9,617
2,206
469
10,086
2,206
12,292
(1,192)
2022
Murfreesboro
941 Esther Lane
11,289
3,867
—
11,289
3,867
15,156
(30)
2025
Murfreesboro
540 New Salem Road
—
2,358
722
700
3,058
722
3,780
(723)
2014
Nashville
3258 Ezell Pike
—
3,411
547
304
3,715
547
4,262
(1,163)
2013
Vonore
90 Deer Crossing Road
—
7,821
2,355
2,219
10,040
2,355
12,395
(3,038)
2011
Texas
Arlington
3311 Pinewood Drive
—
2,374
413
385
2,759
413
3,172
(1,287)
2007
Arlington
401 N. Great Southwest Parkway
—
5,767
1,246
1,445
7,212
1,246
8,458
(2,597)
2012
Cedar Hill
1650 U.S. Highway 67
—
9,992
4,066
2,395
12,387
4,066
16,453
(3,096)
2016
Conroe
16548 Donwick Drive
—
20,995
1,853
1,631
22,626
1,853
24,479
(4,984)
2018
El Paso
32 Celerity Wagon
—
3,269
—
264
3,533
—
3,533
(776)
2017
El Paso
48 Walter Jones Boulevard
—
9,194
—
1,234
10,428
—
10,428
(1,964)
2017
El Paso
1601 Northwestern Drive
—
8,575
1,248
1,024
9,599
1,248
10,847
(2,823)
2014
El Paso
6500 N. Desert Boulevard
—
7,126
1,124
1,188
8,314
1,124
9,438
(2,211)
2014
El Paso
1550 Northwestern Drive
—
13,388
1,854
2,433
15,821
1,854
17,675
(4,929)
2014
El Paso
1701 Northwestern Drive
—
9,527
1,581
2,694
12,221
1,581
13,802
(3,411)
2014
El Paso
7801 Northern Pass Road
—
5,230
1,136
—
5,230
1,136
6,366
(1,497)
2015
El Paso
12285 Gateway Boulevard West
—
22,548
1,725
—
22,548
1,725
24,273
(2,887)
2021
El Paso
9571 Pan American Drive
—
9,382
1,101
153
9,535
1,101
10,636
(1,029)
2022
El Paso
9555 Plaza Circle
—
4,666
626
146
4,812
626
5,438
(638)
2022
El Paso
9494 Escobar Drive
—
8,529
701
164
8,693
701
9,394
(910)
2022
El Paso
47 Butterfield Circle
—
2,827
—
2,435
5,262
—
5,262
(1,682)
2012
Garland
2901 W. Kingsley Road
—
4,911
1,344
3,661
8,572
1,344
9,916
(2,457)
2014
Grapevine
2402 Esters Boulevard
—
9,522
—
145
9,667
—
9,667
(1,369)
2021
Grapevine
2400 Esters Boulevard
—
15,029
—
301
15,330
—
15,330
(2,143)
2021
Houston
18601 Intercontinental Crossing Drive
—
8,744
1,505
—
8,744
1,505
10,249
(2,366)
2019
Houston
9302 Ley Road
—
8,683
1,236
310
8,993
1,236
10,229
(1,549)
2019
Houston
10343 Ella Boulevard
—
16,586
1,747
—
16,586
1,747
18,333
(2,855)
2019
Houston
4949 Windfern Road
—
7,610
2,255
578
8,188
2,255
10,443
(3,128)
2013
Houston
7300 Airport Boulevard
—
7,730
2,546
6,834
14,564
2,546
17,110
(2,878)
2016
Houston
13627 West Hardy
—
4,163
1,502
—
4,163
1,502
5,665
(893)
2017
Houston
868 Pear Street
—
4,836
953
—
4,836
953
5,789
(1,038)
2017
Houston
14620 Henry Road
—
6,702
927
112
6,814
927
7,741
(1,476)
2017
Houston
7049 Brookhollow West Drive
—
9,154
809
684
9,838
809
10,647
(1,861)
2018
Houston
10401 S. Sam Houston Parkway
—
9,368
1,108
608
9,976
1,108
11,084
(1,805)
2019
Humble
7491 Rankin Road
36,135
5,807
—
36,135
5,807
41,942
(345)
2025
Humble
18727 Kenswick Drive
—
11,493
2,255
10,104
21,597
2,255
23,852
(4,203)
2019
Irving
2450 Valley View Lane
—
15,312
5,976
1,833
17,145
5,976
23,121
(1,111)
2023
Katy
1800 North Mason Road
—
7,571
2,192
—
7,571
2,192
9,763
(1,863)
2019
Katy
21601 Park Row Drive
—
3,224
1,655
34
3,258
1,655
4,913
(522)
2019
Laredo
13710 IH 35 Frontage Road
—
13,847
2,538
—
13,847
2,538
16,385
(3,218)
2019
Laredo
13808 Humphrey Road
—
9,037
1,535
2,235
11,272
1,535
12,807
(2,343)
2017
Initial Cost to STAG Industrial,
Inc.
Gross Amounts at Which Carried at
December 31, 2025
State & City
Address
Encumbrances(1)
Building &
Improvements(2)
Land(3)
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation(4)
Year
Acquired
F-51
McAllen
5601 West Military Highway
—
13,341
818
1,612
14,953
818
15,771
(2,208)
2020
Mission
802 Trinity Street
—
11,986
1,882
682
12,668
1,882
14,550
(2,554)
2018
Rockwall
3400 Discovery Boulevard
—
14,561
2,683
1
14,562
2,683
17,245
(3,322)
2017
Socorro
11320 Gateway Boulevard East
—
27,752
4,430
1,165
28,917
4,430
33,347
(1,380)
2024
Stafford
13720 Stafford Road
—
6,353
339
41
6,394
339
6,733
(1,419)
2017
Waco
101 Apron Road
—
1,394
—
1,151
2,545
—
2,545
(1,102)
2011
Utah
Salt Lake City
3175 West 500 South
—
26,292
3,939
1,170
27,462
3,939
31,401
(889)
2024
Virginia
Chester
2001 Ware Bottom Spring Road
—
2,890
775
—
2,890
775
3,665
(819)
2014
Fredericksburg
2031 International Parkway
—
15,235
2,182
—
15,235
2,182
17,417
(1,648)
2022
Harrisonburg
4500 Early Road
—
11,003
1,455
1,918
12,921
1,455
14,376
(4,169)
2012
Independence
One Compair Way
—
1,994
226
688
2,682
226
2,908
(684)
2012
Norfolk
4555 Progress Road
—
7,990
1,259
—
7,990
1,259
9,249
(863)
2022
North Chesterfield
8001 Greenpine Road
—
5,697
1,599
942
6,639
1,599
8,238
(1,080)
2019
Richmond
5250 Klockner Drive
—
3,111
819
1,236
4,347
819
5,166
(681)
2020
Washington
Ridgefield
6111 S. 6th Way
—
9,159
2,307
780
9,939
2,307
12,246
(1,801)
2019
Wisconsin
Appleton
1919 W. College Avenue
—
5,757
261
636
6,393
261
6,654
(906)
2021
Caledonia
1343 27th Street
—
3,113
225
—
3,113
225
3,338
(621)
2018
Cudahy
5831 S. Pennsylvania Avenue
—
4,313
1,427
—
4,313
1,427
5,740
(566)
2020
De Pere
2191 American Boulevard
—
5,671
525
101
5,772
525
6,297
(1,951)
2012
DeForest
505-507 Stokely Drive
—
5,119
1,131
870
5,989
1,131
7,120
(1,447)
2016
Delavan
329 Hallberg Street
—
1,807
127
253
2,060
127
2,187
(300)
2019
Delavan
1714 Hobbs Drive
—
4,419
241
89
4,508
241
4,749
(722)
2019
East Troy
2761 Buell Drive
—
4,826
304
205
5,031
304
5,335
(1,433)
2014
Elkhorn
390 Koopman Lane
—
3,328
210
—
3,328
210
3,538
(573)
2019
Franklin
5215 W Airways Avenue
—
8,193
1,551
—
8,193
1,551
9,744
(1,334)
2021
Germantown
N117 W18456 Fulton Drive
—
5,782
442
—
5,782
442
6,224
(1,060)
2018
Germantown
N106 W13131 Bradley Way
—
3,104
359
346
3,450
359
3,809
(670)
2018
Germantown
N102 W19400 Willow Creek Way
—
10,908
1,175
—
10,908
1,175
12,083
(2,659)
2018
Germantown
11900 N. River Lane
—
5,226
1,186
1,462
6,688
1,186
7,874
(1,462)
2014
Hartland
500 North Shore Drive
—
4,271
1,526
—
4,271
1,526
5,797
(1,031)
2016
Hudson
2700 Harvey Street
—
7,684
683
6
7,690
683
8,373
(1,243)
2020
Janesville
2929 Venture Drive
—
16,377
828
1,197
17,574
828
18,402
(5,461)
2013
Kenosha
9625 55th Street
—
3,643
797
711
4,354
797
5,151
(1,143)
2016
Madison
4718 Helgesen Drive
—
6,009
609
531
6,540
609
7,149
(1,328)
2017
Madison
4722 Helgesen Drive
—
4,316
444
39
4,355
444
4,799
(883)
2017
Mayville
605 Fourth Street
—
4,118
547
623
4,741
547
5,288
(2,407)
2007
Mukwonago
115 Hill Court
—
13,808
1,872
—
13,808
1,872
15,680
(323)
2025
Mukwonago
103 Hill Court
—
10,791
1,478
219
11,010
1,478
12,488
(1,563)
2021
Initial Cost to STAG Industrial,
Inc.
Gross Amounts at Which Carried at
December 31, 2025
State & City
Address
Encumbrances(1)
Building &
Improvements(2)
Land(3)
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation(4)
Year
Acquired
F-52
Muskego
S64 W15660 Commerce Center Parkway
—
5,140
393
154
5,294
393
5,687
(950)
2020
New Berlin
16250 West Woods Edge Drive
—
15,917
277
—
15,917
277
16,194
(2,897)
2019
New Berlin
16555 W. Smalls Road
—
20,176
955
—
20,176
955
21,131
(2,473)
2021
New Berlin
5600 S. Moorland Road
—
6,220
1,068
269
6,489
1,068
7,557
(1,944)
2013
Oak Creek
525 West Marquette Avenue
—
3,982
526
100
4,082
526
4,608
(733)
2018
Oak Creek
7475 South 6th Street
—
5,769
805
464
6,233
805
7,038
(1,332)
2018
Pewaukee
W288 N2801 Duplainville Road
—
5,744
841
1,001
6,745
841
7,586
(1,347)
2018
Pewaukee
W277 N2837 Duplainville Road
—
4,055
439
304
4,359
439
4,798
(754)
2018
Pleasant Prairie
8901 102nd Street
—
4,615
523
713
5,328
523
5,851
(1,028)
2018
Sun Prairie
1615 Commerce Drive
—
5,809
2,360
4,415
10,224
2,360
12,584
(3,597)
2011
Sussex
W251 N5350 Business Drive
—
13,026
1,212
15
13,041
1,212
14,253
(775)
2024
West Allis
2207 S. 114th Street
—
1,617
462
2,338
3,955
462
4,417
(1,163)
2015
West Allis
2075 S. 114th Street
—
1,713
444
1,866
3,579
444
4,023
(886)
2015
West Allis
2145 S. 114th Street
—
777
252
1,051
1,828
252
2,080
(566)
2015
West Allis
2025 S. 114th Street
—
890
251
838
1,728
251
1,979
(454)
2015
Yorkville
13900 West Grandview Parkway
—
4,790
416
323
5,113
416
5,529
(1,478)
2014
Developments in Process
Lenexa, KS
14100 Marshall Drive
—
—
—
618
618
—
618
—
2014
Shepherdsville, KY
650 Park Loop Road
—
1,281
4,216
24,752
26,033
4,216
30,249
—
2025
Dayton, OH
11355 Dog Leg Road
—
288
2,656
7,337
7,625
2,656
10,281
—
2025
Concord, NC
2745 Piedmont Commerce Street SW
—
910
3,553
17,970
18,880
3,553
22,433
—
2024
Concord, NC
2735 Piedmont Commerce Street SW
—
910
3,553
19,097
20,007
3,553
23,560
—
2024
Reno, NV
6980 Resource Drive
—
—
1,896
9,575
9,575
1,896
11,471
—
2024
Reno, NV
14003 Mount Anderson Street
—
—
8,959
27,052
27,052
8,959
36,011
—
2024
Total(5)(6)
$
(4,099) $
5,856,867
$
811,569
$
856,535
$
6,713,402
$
811,569
$ 7,524,971
$
(1,119,931)
Initial Cost to STAG Industrial,
Inc.
Gross Amounts at Which Carried at
December 31, 2025
State & City
Address
Encumbrances(1)
Building &
Improvements(2)
Land(3)
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation(4)
Year
Acquired
(1)
Balance excludes the net unamortized balance of fair market value discount of approximately $0.1 million.
(2)
The initial costs of buildings and improvements is the acquisition costs and non-cash transfers of acquired other assets to initial cost of building and improvements, less asset impairment write-downs and disposals
of building and tenant improvements.
(3)
Represents values at acquisition date less any impairments.
(4)
Depreciation expense is computed using the straight-line method based on the following estimated useful lives.
Description
Estimated Useful Life
Building
40 Years
Building and land improvements (maximum)
20 Years
Tenant improvements
Shorter of useful life or terms of related lease
(5)
As of December 31, 2025, the aggregate cost for federal income tax purposes of investments in real estate was approximately $8.5 billion.
F-53
(6)
The following table summarizes our real estate and accumulated depreciation per Schedule III for the years ended December 31, 2025, 2024 and 2023.
Year ended December 31,
Real Estate and Accumulated Depreciation (in thousands)
2025
2024
2023
Real Estate:
Balance at beginning of period
$
7,152,780
$
6,459,001
$
6,123,295
Additions during period
Acquisitions
399,197
628,052
304,057
Improvements, etc.
207,295
184,586
105,112
Other additions
—
—
—
Deductions during period
Cost of real estate sold
(91,190)
(109,313)
(66,565)
Write-off of fully depreciated assets
(142,223)
(4,579)
(3,930)
Asset impairments and involuntary conversion
(888)
(4,967)
(2,968)
Balance at the end of the period
$
7,524,971
$
7,152,780
$
6,459,001
Accumulated Depreciation:
Balance at beginning of period
$
1,085,866
$
921,846
$
764,809
Additions during period
Depreciation and amortization expense
199,605
185,711
177,358
Other additions
—
—
—
Deductions during period
Disposals
(165,540)
(21,691)
(20,321)
Balance at the end of the period
$
1,119,931
$
1,085,866
$
921,846
F-54
EXECUTIVE OFFICES
One Federal Street, 23rd Floor
Boston, MA 02110
617-574-4777
stagindustrial.com
INVESTOR RELATIONS
617-226-4987
InvestorRelations@stagindustrial.com
INDEPENDENT
ACCOUNTANTS
PricewaterhouseCoopers LLP
Boston, MA
M A N A G E M E N T T E A M
C O R P O R AT E I N F O R M AT I O N
WILLIAM R. CROOKER
Chief Executive Officer
& President
MATTS S. PINARD
Chief Financial Officer
Executive Vice President
& Treasurer
STEVE T. KIMBALL
Chief Operating Officer
Executive Vice President
OUTSIDE CORPORATE
COUNSEL
Paul Hastings LLP
Chicago, IL
TRANSFER AGENT
Continental Stock &
Trust Company
1 State Street, 30th Floor
New York, NY 10004
212-509-4000
continentalstock.com
MICHAEL C. CHASE
Chief Investment Officer
Executive Vice President
JACLYN M. PAUL
Chief Accounting Officer
JEFFREY M. SULLIVAN
General Counsel & Secretary
Executive Vice President
JEFFREY D. FURBER
Chairman Emeritus
AEW
LARRY T. GUILLEMETTE
Former Chairman of the Board
Former Chief Executive Officer
& President
Amtrol, Inc.
B O A R D O F D I R E C T O R S
WILLIAM R. CROOKER
Chief Executive Officer
& President
BENJAMIN S. BUTCHER
Retired Chief Executive Officer
DR. JIT KEE CHIN
Chief Technology Officer
& Executive Vice President
Suffolk Construction
FRANCIS X. JACOBY III
Chief Financial Officer
Chief Investment Officer
& Executive Vice President
Leggat McCall Properties, LLC
CHRISTOPHER P. MARR
Chief Executive Officer
& President
CubeSmart
HANS S. WEGER
Strategic Consultant
VIRGIS W. COLBERT
Former Executive Vice President
World Wide Operations
Miller Brewing Company
MICHELLE S. DILLEY
Former Chief Executive Officer
Awesome Leaders, NFP
VICKI LUNDY WILBON
Executive Vice President
& Principal
The Integral Group
O N E F E D E R A L S T R E E T, 2 3 R D F L O O R · B O S T O N , M A 0 2 1 1 0 · 6 1 7 – 5 74 – 4 777
S TA G I N D U S T R I A L . C O M