8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 1, 2021

STAG INDUSTRIAL, INC.

(Exact name of registrant as specified in its charter)

Maryland	1-34907	27-3099608
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

One Federal Street, 23rd Floor

Boston, Massachusetts 02110

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (617) 574-4777

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	STAG	New York Stock Exchange
6.875% Series C Cumulative Redeemable Preferred Stock ($0.01 par value)	STAG-PC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities and Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 7.01.    REGULATION FD DISCLOSURE.

On March 1, 2021, STAG Industrial, Inc. (the “Company”) issued a press release announcing the redemption of its 6.875% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”). A copy of such press release is furnished as Exhibit 99.1 to this report.

The information in Item 7.01 of this report, including the information in the press release attached as Exhibit 99.1 to this report, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this report, including the information in the press release attached as Exhibit 99.1 to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933, as amended.

ITEM 8.01.    OTHER EVENTS.

On March 1, 2021, the Company announced the redemption of all 3,000,000 outstanding shares of Series C Preferred Stock at a cash redemption price of $25.00 per share, plus accrued and unpaid dividends to, but not including, the redemption date, which is March 31, 2021.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated March 1, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STAG INDUSTRIAL, INC.
	By:	/s/ Jeffrey M. Sullivan
		Jeffrey M. Sullivan
		Executive Vice President, General Counsel
		and Secretary
Dated: March 1, 2021

EX-99.1

STAG INDUSTRIAL ANNOUNCES REDEMPTION OF 6.875% SERIES C CUMULATIVE REDEEMABLE PREFERRED STOCK

Boston, MA – March 1, 2021 –STAG Industrial, Inc. (the “Company”) (NYSE:STAG) today provided notice to the holders of its 6.875% Series C Cumulative Redeemable Preferred Stock (NYSE: STAG-PC) (the “Series C Preferred Stock”) of the redemption of all 3,000,000 outstanding shares of the Series C Preferred Stock.

The Company will redeem the Series C Preferred Stock for a cash redemption price of $25.00 per share, plus accrued and unpaid dividends to but excluding the redemption date, without interest. The redemption date will be March 31, 2021. On the redemption date, dividends on the Series C Preferred Stock will cease to accrue.

All shares of Series C Preferred Stock are held in book entry form, through the Depository Trust Company (“DTC”). Accordingly, the redemption of the Series C Preferred Stock, including payment of the redemption price, will be completed according to DTC's procedures. A notice of redemption and related materials were mailed today to the holders of record. Please direct any questions about the notice of redemption and related materials to Continental Stock Transfer & Trust Co. at (917) 262-2378.

About STAG Industrial, Inc.

STAG Industrial, Inc. is a real estate investment trust focused on the acquisition, ownership and operation of single-tenant, industrial properties throughout the United States. As of December 31, 2020, the Company’s portfolio consists of 492 buildings in 39 states with approximately 98.2 million rentable square feet.

For additional information, please visit the Company’s website at www.stagindustrial.com.

Forward-LookingStatements

This press release, together with other statements and information publicly disseminated by the Company, 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. The Company 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 the Company'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. Forward-looking statements in this press release include, among others, statements about the expected redemption, including the redemption date. 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 the Company'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 the Company's annual report on Form 10-K for the year ended December 31, 2020 as updated by the Company's quarterly reports on Form 10-Q. Accordingly, there is no assurance that the Company's expectations will be realized. Except as otherwise required by the federal securities laws, the Company 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 the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Source: STAG Industrial, Inc.

Contact:

STAG Industrial, Inc.

Matts Pinard, Senior Vice President

617-226-4987

InvestorRelations@stagindustrial.com

XML

Document And Entity Information	Mar. 01, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Mar. 01, 2021
Entity Registrant Name	STAG INDUSTRIAL, INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	1-34907
Entity Tax Identification Number	27-3099608
Entity Address, Address Line One	One Federal Street, 23rd Floor
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02110
City Area Code	617
Local Phone Number	574-4777
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001479094
Amendment Flag	false
Common stock, $0.01 par value per share
Entity Information [Line Items]
Title of 12(b) Security	Common stock, $0.01 par value per share
Trading Symbol	STAG
Security Exchange Name	NYSE
6.875% Series C Cumulative Redeemable Preferred Stock ($0.01 par value)
Entity Information [Line Items]
Title of 12(b) Security	6.875% Series C Cumulative Redeemable Preferred Stock ($0.01 par value)
Trading Symbol	STAG-PC
Security Exchange Name	NYSE