The chart below details the leasing activity for leases commenced during the nine months ended September 30, 2024:
2024 YEAR TO DATE OPERATING PORTFOLIO LEASING ACTIVITY
Lease Type
Square Feet
Lease Count
W.A. Lease Term (Years)
Cash Base Rent $/SF
SL Base Rent $/SF
Lease Commissions $/SF
Tenant Improvements $/SF
Cash Rent Change
SL Rent Change
Retention
New Leases
2,582,265
15
4.5
$5.66
$5.81
$1.52
$0.44
23.4%
32.2%
Renewal Leases
8,536,341
60
4.6
$6.12
$6.47
$1.00
$0.28
32.8%
46.9%
76.5%
Total / weighted average
11,118,606
75
4.6
$6.01
$6.32
$1.12
$0.31
30.6%
43.5%
Additionally, for the three and nine months ended September 30, 2024, leases commenced totaling 11,660 and 402,432 square feet, respectively, related to Value Add assets and first generation leasing. These are excluded from the Operating Portfolio statistics above.
As of October 28, 2024, addressed 99.5% of expected 2024 new and renewal leasing, consisting of 13.2 million square feet, achieving Cash Rent Change of 28.5%.
As of October 28, 2024, addressed 37.8% of expected 2025 new and renewal leasing, consisting of 5.7 million square feet, achieving Cash Rent Change of 24.1%.
Capital Markets Activity
In the third quarter of 2024, the Company sold 2.3 million shares on a forward basis under the ATM common stock offering program at an average price of $39.89 per share, or $93.1 million. The Company does not initially receive any proceeds from the sale of shares on a forward basis and has until the third quarter in 2025 to settle the forward contracts.
The Company has total forward equity net proceeds of $164.3 million available as of September 30, 2024.
On September 10, 2024, the Company refinanced its Unsecured Credit Facility. The refinanced revolving credit facility matures on September 8, 2028, with two six-month extension options, subject to certain conditions and no changes to pricing.
As of September 30, 2024, Net Debt to Annualized Run Rate Adjusted EBITDAre was 5.1x and Liquidity was $810.0 million.
Subsequent to quarter end, on October 1, 2024, the Company paid at maturity its $50 million fixed rate senior unsecured note.
3
Conference Call
The Company will host a conference call tomorrow, Wednesday, October 30, 2024, at 10:00 a.m. (Eastern Time) to discuss the quarter’s results. The call can be accessed live over the phone toll-free by dialing (877) 407-4018, or for international callers, (201) 689-8471. A replay will be available shortly after the call and can be accessed by dialing (844) 512-2921, or for international callers, (412) 317-6671. The passcode for the replay is 13749104.
Interested parties may also listen to a simultaneous webcast of the conference call by visiting the Investor Relations section of the Company’s website at www.stagindustrial.com, or by clicking on the following link:
http://ir.stagindustrial.com/QuarterlyResults
Supplemental Schedule
The Company has provided a supplemental information package with additional disclosure and financial information on its website (www.stagindustrial.com) under the “Quarterly Results” tab in the Investor Relations section.
4
CONSOLIDATED BALANCE SHEETS
STAG Industrial, Inc.
(unaudited, in thousands, except share data)
September 30, 2024
December 31, 2023
Assets
Rental Property:
Land
$
739,975
$
698,633
Buildings and improvements, net of accumulated depreciation of $1,042,046 and $921,846, respectively
5,054,195
4,838,522
Deferred leasing intangibles, net of accumulated amortization of $369,301 and $360,094, respectively
413,509
435,722
Total rental property, net
6,207,679
5,972,877
Cash and cash equivalents
70,036
20,741
Restricted cash
1,108
1,127
Tenant accounts receivable
128,366
128,274
Prepaid expenses and other assets
101,922
80,455
Interest rate swaps
29,016
50,418
Operating lease right-of-use assets
28,105
29,566
Total assets
$
6,566,232
$
6,283,458
Liabilities and Equity
Liabilities:
Unsecured credit facility
$
256,000
$
402,000
Unsecured term loans, net
1,021,513
1,021,773
Unsecured notes, net
1,643,821
1,195,872
Mortgage notes, net
4,247
4,401
Accounts payable, accrued expenses and other liabilities
139,879
83,152
Interest rate swaps
3,027
—
Tenant prepaid rent and security deposits
47,056
44,238
Dividends and distributions payable
22,937
22,726
Deferred leasing intangibles, net of accumulated amortization of $29,055 and $26,613, respectively
31,195
29,908
Operating lease liabilities
32,217
33,577
Total liabilities
3,201,892
2,837,647
Equity:
Preferred stock, par value $0.01 per share, 20,000,000 shares authorized at September 30, 2024 and December 31, 2023; none issued or outstanding
—
—
Common stock, par value $0.01 per share, 300,000,000 shares authorized at September 30, 2024 and December 31, 2023, 182,205,640 and 181,690,867 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively
1,822
1,817
Additional paid-in capital
4,281,290
4,272,376
Cumulative dividends in excess of earnings
(1,012,760)
(948,720)
Accumulated other comprehensive income
25,320
49,207
Total stockholders’ equity
3,295,672
3,374,680
Noncontrolling interest
68,233
71,131
Noncontrolling interest in joint venture
435
—
Total equity
3,364,340
3,445,811
Total liabilities and equity
$
6,566,232
$
6,283,458
5
CONSOLIDATED STATEMENTS OF OPERATIONS
STAG Industrial, Inc.
(unaudited, in thousands, except per share data)
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
Revenue
Rental income
$
190,286
$
177,858
$
564,155
$
522,565
Other income
453
1,423
3,904
1,963
Total revenue
190,739
179,281
568,059
524,528
Expenses
Property
38,015
34,429
114,564
102,985
General and administrative
11,978
11,097
36,758
35,833
Depreciation and amortization
72,506
69,761
219,213
207,199
Loss on impairment
—
—
4,967
—
Other expenses
545
773
1,703
4,109
Total expenses
123,044
116,060
377,205
350,126
Other income (expense)
Interest and other income
14
17
39
53
Interest expense
(28,705)
(23,753)
(81,498)
(69,225)
Debt extinguishment and modification expenses
(36)
—
(703)
—
Gain on involuntary conversion
3,568
—
9,285
—
Gain on the sales of rental property, net
195
11,683
23,281
49,343
Total other income (expense)
(24,964)
(12,053)
(49,596)
(19,829)
Net income
$
42,731
$
51,168
$
141,258
$
154,573
Less: income attributable to noncontrolling interest
875
1,128
2,992
3,461
Net income attributable to STAG Industrial, Inc.
$
41,856
$
50,040
$
138,266
$
151,112
Less: amount allocated to participating securities
45
53
138
159
Net income attributable to common stockholders
$
41,811
$
49,987
$
138,128
$
150,953
Weighted average common shares outstanding — basic
182,027
180,803
181,899
179,810
Weighted average common shares outstanding — diluted
182,297
181,163
182,173
180,070
Net income per share — basic and diluted
Net income per share attributable to common stockholders — basic
$
0.23
$
0.28
$
0.76
$
0.84
Net income per share attributable to common stockholders — diluted
$
0.23
$
0.28
$
0.76
$
0.84
6
RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
STAG Industrial, Inc.
(unaudited, in thousands)
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
NET OPERATING INCOME RECONCILIATION
Net income
$
42,731
$
51,168
$
141,258
$
154,573
General and administrative
11,978
11,097
36,758
35,833
Depreciation and amortization
72,506
69,761
219,213
207,199
Interest and other income
(14)
(17)
(39)
(53)
Interest expense
28,705
23,753
81,498
69,225
Loss on impairment
—
—
4,967
—
Gain on involuntary conversion
(3,568)
—
(9,285)
—
Debt extinguishment and modification expenses
36
—
703
—
Other expenses
545
773
1,703
4,109
Gain on the sales of rental property, net
(195)
(11,683)
(23,281)
(49,343)
Net operating income
$
152,724
$
144,852
$
453,495
$
421,543
Net operating income
$
152,724
$
144,852
$
453,495
$
421,543
Rental property straight-line rent adjustments, net
(3,779)
(3,897)
(11,178)
(13,255)
Amortization of above and below market leases, net
(530)
(298)
2
(490)
Cash net operating income
$
148,415
$
140,657
$
442,319
$
407,798
Cash net operating income
$
148,415
Cash NOI from acquisitions' and dispositions' timing
1,434
Cash termination, solar and other income
(869)
Run Rate Cash NOI
$
148,980
Same Store Portfolio NOI
Total NOI
$
152,724
$
144,852
$
453,495
$
421,543
Less: NOI non-same-store properties
(11,023)
(5,963)
(27,687)
(15,333)
Termination, solar and other adjustments, net
(824)
(1,306)
(4,340)
(2,613)
Same Store NOI
$
140,877
$
137,583
$
421,468
$
403,597
Less: straight-line rent adjustments, net
(2,782)
(5,073)
(8,272)
(13,675)
Plus: amortization of above and below market leases, net
78
(108)
264
(400)
Same Store Cash NOI
$
138,173
$
132,402
$
413,460
$
389,522
EBITDA FOR REAL ESTATE (EBITDAre) RECONCILIATION
Net income
$
42,731
$
51,168
$
141,258
$
154,573
Depreciation and amortization
72,506
69,761
219,213
207,199
Interest and other income
(14)
(17)
(39)
(53)
Interest expense
28,705
23,753
81,498
69,225
Loss on impairment
—
—
4,967
—
Gain on the sales of rental property, net
(195)
(11,683)
(23,281)
(49,343)
EBITDAre
$
143,733
$
132,982
$
423,616
$
381,601
ADJUSTED EBITDAre RECONCILIATION
EBITDAre
$
143,733
$
132,982
$
423,616
$
381,601
Straight-line rent adjustments, net
(3,853)
(3,948)
(11,384)
(13,414)
Amortization of above and below market leases, net
(530)
(298)
2
(490)
Non-cash compensation expense
2,952
2,602
8,813
8,987
Non-recurring other items
(29)
(388)
(331)
2,002
Gain on involuntary conversion
(3,568)
—
(9,285)
—
Debt extinguishment and modification expenses
36
—
703
—
Adjusted EBITDAre
$
138,741
$
130,950
$
412,134
$
378,686
7
RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
STAG Industrial, Inc.
(unaudited, in thousands, except per share data)
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
CORE FUNDS FROM OPERATIONS RECONCILIATION
Net income
$
42,731
$
51,168
$
141,258
$
154,573
Rental property depreciation and amortization
72,421
69,701
219,002
207,029
Loss on impairment
—
—
4,967
—
Gain on the sales of rental property, net
(195)
(11,683)
(23,281)
(49,343)
Funds from operations
$
114,957
$
109,186
$
341,946
$
312,259
Amount allocated to restricted shares of common stock and unvested units
(130)
(132)
(415)
(423)
Funds from operations attributable to common stockholders and unit holders
$
114,827
$
109,054
$
341,531
$
311,836
Funds from operations attributable to common stockholders and unit holders
$
114,827
$
109,054
$
341,531
$
311,836
Amortization of above and below market leases, net
(530)
(298)
2
(490)
Non-recurring dead deal costs and other
—
—
—
2,491
Debt extinguishment and modification expenses
36
—
703
—
Gain on involuntary conversion
(3,568)
—
(9,285)
—
Core funds from operations
$
110,765
$
108,756
$
332,951
$
313,837
Weighted average common shares and units
Weighted average common shares outstanding
182,027
180,803
181,899
179,810
Weighted average units outstanding
3,588
3,859
3,685
3,882
Weighted average common shares and units - basic
185,615
184,662
185,584
183,692
Dilutive shares
270
360
274
260
Weighted average common shares, units, and other dilutive shares - diluted
185,885
185,022
185,858
183,952
Core funds from operations per share / unit - basic
$
0.60
$
0.59
$
1.79
$
1.71
Core funds from operations per share / unit - diluted
$
0.60
$
0.59
$
1.79
$
1.71
CASH AVAILABLE FOR DISTRIBUTION RECONCILIATION
Core funds from operations
$
110,765
$
108,756
$
332,951
$
313,837
Amount allocated to restricted shares of common stock and unvested units
130
132
415
423
Non-rental property depreciation and amortization
85
60
211
170
Straight-line rent adjustments, net
(3,853)
(3,948)
(11,384)
(13,414)
Capital expenditures
(12,203)
(5,602)
(28,376)
(22,369)
Capital expenditures reimbursed by tenants
(2,231)
(1,058)
(4,799)
(1,328)
Lease commissions and tenant improvements
(8,845)
(5,075)
(19,815)
(15,120)
Non-cash portion of interest expense
1,165
976
3,201
2,924
Non-cash compensation expense
2,952
2,602
8,813
8,987
Cash available for distribution
$
87,965
$
96,843
$
281,217
$
274,110
8
Non-GAAP Financial Measures and Other Definitions
Acquisition Capital Expenditures: We define Acquisition Capital Expenditures as capital expenditures identified at the time of acquisition. Acquisition Capital Expenditures also include new lease commissions and tenant improvements for space that was not occupied under the Company's ownership.
Cash Available for Distribution: Cash Available for Distribution represents Core FFO, excluding non-rental property depreciation and amortization, straight-line rent adjustments, non-cash portion of interest expense, non-cash compensation expense, and deducts capital expenditures reimbursed by tenants, capital expenditures, leasing commissions and tenant improvements, and severance costs.
Cash Available for Distribution 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, these measurements should be compared with our reported net income or net loss in accordance with GAAP, as presented in our consolidated financial statements.
Cash Available for Distribution excludes, among other items, depreciation and amortization and capture neither the changes in the value of our buildings that result from use or market conditions of our buildings, all of which have real economic effects and could materially impact our results from operations, the utility of these measures as measures of our performance is limited. In addition, our calculation of Cash Available for Distribution may not be comparable to similarly titled measures disclosed by other REITs.
Cash Capitalization Rate: We define Cash Capitalization Rate as calculated by dividing (i) the Company’s estimate of year one cash net operating income from the applicable property’s operations stabilized for occupancy (post-lease-up for vacant properties), which does not include termination income, solar income, miscellaneous other income, capital expenditures, general and administrative costs, reserves, tenant improvements and leasing commissions, credit loss, or vacancy loss, by (ii) the GAAP purchase price plus estimated Acquisition Capital Expenditures. These Capitalization Rate estimates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including those risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2023.
Cash Rent Change: We define Cash Rent Change as 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: We define a Comparable Lease as 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.
Earnings before Interest, Taxes, Depreciation, and Amortization for Real Estate (EBITDAre), Adjusted EBITDAre, Annualized Adjusted EBITDAre, Run Rate Adjusted EBITDAre, and Annualized Run Rate Adjusted EBITDAre: We define EBITDAre in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). EBITDAre represents net income (loss) (computed in accordance with GAAP) before interest expense, interest and other income, tax, depreciation and amortization, gains or losses on the sale of rental property, and loss on impairments. Adjusted EBITDAre further excludes straight-line rent adjustments, non-cash compensation expense, amortization of above and below market leases, net, gain (loss) on involuntary conversion, debt extinguishment and modification expenses, and other non-recurring items.
We define Annualized Adjusted EBITDAre as Adjusted EBITDAre multiplied by four.
We define Run Rate Adjusted EBITDAre as Adjusted EBITDAre plus incremental Adjusted EBITDAre adjusted for a full period of acquisitions and dispositions. Run Rate Adjusted EBITDAre does not reflect the Company’s historical results and does not predict future results, which may be substantially different.
9
We define Annualized Run Rate Adjusted EBITDAre as Run Rate Adjusted EBITDAre excluding allowable one-time items multiplied by four plus allowable one-time items.
EBITDAre, Adjusted EBITDAre, and Run Rate Adjusted EBITDAre 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, EBITDAre, Adjusted EBITDAre, and Run Rate Adjusted EBITDAre should be compared with our reported net income or net loss in accordance with GAAP, as presented in our consolidated financial statements. We believe that EBITDAre, Adjusted EBITDAre, and Run Rate Adjusted EBITDAre are helpful to investors as supplemental measures of the operating performance of a real estate company because they are direct measures of the actual operating results of our properties. We also use these measures in ratios to compare our performance to that of our industry peers.
Funds from Operations (FFO) and Core FFO: We define FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, gains (losses) from sales of land, impairment write-downs of depreciable real estate, rental property 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. Core FFO excludes amortization of above and below market leases, net, debt extinguishment and modification expenses, gain (loss) on involuntary conversion, gain (loss) on swap ineffectiveness, and non-recurring other expenses.
None of FFO or Core FFO should 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, these measurements should be compared with our reported net income or net loss in accordance with GAAP, as presented in our consolidated financial statements. We use 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. We and investors may use Core FFO similarly as FFO.
However, because FFO and Core FFO exclude, among other items, depreciation and amortization and capture neither the changes in the value of our buildings that result from use or market conditions of our buildings, all of which have real economic effects and could materially impact our results from operations, the utility of these measures as measures of our performance is limited. In addition, other REITs may not calculate FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. Similarly, our calculation of Core FFO may not be comparable to similarly titled measures disclosed by other REITs.
GAAP: We define GAAP as generally accepted accounting principles in the United States.
Liquidity: We define Liquidity as the amount of aggregate undrawn nominal commitments the Company could immediately borrow under the Company’s unsecured debt instruments, consistent with the financial covenants, plus unrestricted cash balances.
Market: We define Market as the market defined by CBRE-EA based on the building address. If the building is located outside of a CBRE-EA defined market, the city and state is reflected.
Net Debt: We define Net Debt as the outstanding principal balance of the Company's total debt, less cash and cash equivalents.
Net operating income (NOI), Cash NOI, and Run Rate Cash NOI: We define NOI as rental income, including reimbursements, less property expenses, which excludes depreciation, amortization, loss on impairments, general and administrative expenses, interest expense, interest income, gain (loss) on involuntary conversion, debt extinguishment and modification expenses, gain on sales of rental property, and other expenses.
We define Cash NOI as NOI less rental property straight-line rent adjustments and less amortization of above and below market leases, net.
10
We define Run Rate Cash NOI as Cash NOI plus Cash NOI adjusted for a full period of acquisitions and dispositions, less cash termination income, solar income and revenue associated with one-time tenant reimbursements of capital expenditures. Run Rate Cash NOI does not reflect the Company’s historical results and does not predict future results, which may be substantially different.
We consider NOI, Cash NOI and Run Rate Cash NOI to be appropriate supplemental performance measures to net income because we believe they help us, and investors understand the core operations of our buildings. None of these measures should 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, these measurements should be compared with our reported net income or net loss in accordance with GAAP, as presented in our consolidated financial statements. Further, our calculations of NOI, Cash NOI and Run Rate NOI may not be comparable to similarly titled measures disclosed by other REITs.
Occupancy Rate: We define Occupancy Rate as 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: We define the Operating Portfolio as 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.
Pipeline: We define Pipeline as a point in time measure that includes all of the transactions under consideration by the Company’s acquisitions group that have passed the initial screening process. The pipeline also includes transactions under contract and transactions with non-binding LOIs.
Renewal Lease: We define a Renewal Lease as 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.
Repositioning: We define Repositioning as significant capital improvements made to improve the functionality of a building without causing material disruption to the tenant or Occupancy Rate. Buildings undergoing Repositioning remain in the Operating Portfolio.
Retention: We define Retention as the percentage determined by taking Renewal Lease square footage commencing in the period divided by square footage of leases expiring in the period for assets included in the Operating Portfolio.
Same Store: 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 revenue associated with one-time tenant reimbursements of capital expenditures. Same Store properties exclude Operating Portfolio properties with expansions placed into service or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2023.
Stabilization: We define Stabilization for assets under development or redevelopment to occur as the earlier of achieving 90% occupancy or 12 months after completion. Stabilization for assets that were acquired and immediately added to the Value Add Portfolio occurs under the following:
•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;
•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.
11
Straight-Line Capitalization Rate: We define Straight-Line Capitalization Rate as calculated by dividing (i) the Company’s estimate of average annual net operating income from the applicable property’s operations stabilized for occupancy (post-lease-up for vacant properties), which does not include termination income, solar income, miscellaneous other income, capital expenditures, general and administrative costs, reserves, tenant improvements and leasing commissions, credit loss, or vacancy loss, by (ii) the GAAP purchase price plus estimated Acquisition Capital Expenditures. These Capitalization Rate estimates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including those risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2023.
Straight-Line Rent Change (SL Rent Change): We define SL Rent Change as 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.
Value Add Portfolio: We define the Value Add Portfolio as properties that meet any of the following criteria:
•less than 75% occupied as of the acquisition date
•will be less than 75% occupied due to known move-outs within two years of the acquisition date;
•out of service with significant physical renovation of the asset;
•development.
Weighted Average Lease Term: We define Weighted Average Lease Term as the contractual lease term in years 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.
12
Forward-Looking Statements
This earnings release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. STAG Industrial, Inc. (STAG) intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe STAG’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “should”, “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond STAG’s control and which could materially affect actual results, performances or achievements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the risk factors discussed in STAG’s most recent Annual Report on Form 10-K for the year ended December 31, 2023, as updated by the Company’s subsequent reports filed with the Securities and Exchange Commission. Accordingly, there is no assurance that STAG’s expectations will be realized. Except as otherwise required by the federal securities laws, STAG disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in STAG’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.