Equibles

10-Q

STAG Industrial, Inc. (STAG)

10-Q 2025-07-29 For: 2025-06-30
View Original
Added on April 08, 2026

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________

FORM 10-Q

____________________________________________________________________________

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 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)

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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ☒

The number of shares of common stock outstanding at July 28, 2025 was 186,696,691.

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STAG Industrial, Inc.

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PART I. Financial Information 3
Item 1. Financial Statements (unaudited) 3
Consolidated Balance Sheets as ofJune30, 2025 and December 31, 2024 3
Consolidated Statements of Operations for the Threeand SixMonths EndedJune30, 2025 and 2024 4
Consolidated Statements of Comprehensive Income for the Threeand SixMonths EndedJune30, 2025 and 2024 5
Consolidated Statements of Equity for the Threeand SixMonths EndedJune30, 2025 and 2024 6
Consolidated Statements of Cash Flows for theSixMonths EndedJune30, 2025 and 2024 7
Notes to Consolidated Financial Statements 8
1. Organization and Description of Business 8
2. Summary of Significant Accounting Policies 8
3. Rental Property 9
4. Debt 12
5. Derivative Financial Instruments 14
6. Equity 16
7. Noncontrolling Interest 17
8. Equity Incentive Plan 18
9. Leases 19
10. Earnings Per Share 21
11. Commitments and Contingencies 21
12. Subsequent Events 21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22
Item 3. Quantitative and Qualitative Disclosures about Market Risk 42
Item 4. Controls and Procedures 42
PART II. Other Information 43
Item 1. Legal Proceedings 43
Item 1A. Risk Factors 43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 43
Item 3. Defaults Upon Senior Securities 44
Item 4. Mine Safety Disclosures 44
Item 5. Other Information 44
Item 6. Exhibits 47
SIGNATURES 48

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Part I. Financial Information

Item 1.  Financial Statements

STAG Industrial, Inc.

Consolidated Balance Sheets

(unaudited, in thousands, except share data)

June 30, 2025 December 31, 2024
Assets
Rental Property:
Land $ 782,046 $ 771,794
Buildings and improvements, net of accumulated depreciation of $1,177,622 and $1,085,866, respectively 5,325,367 5,295,120
Deferred leasing intangibles, net of accumulated amortization of $406,658 and $386,627, respectively 392,677 428,865
Total rental property, net 6,500,090 6,495,779
Cash and cash equivalents 15,379 36,284
Restricted cash 20,466 1,109
Tenant accounts receivable 138,936 136,357
Prepaid expenses and other assets 100,464 96,189
Interest rate swaps 19,703 36,466
Operating lease right-of-use assets 30,110 31,151
Total assets $ 6,825,148 $ 6,833,335
Liabilities and Equity
Liabilities:
Unsecured credit facility $ 51,000 $ 409,000
Unsecured term loans, net 1,022,522 1,021,848
Unsecured notes, net 1,966,291 1,594,092
Mortgage note, net 4,089 4,195
Accounts payable, accrued expenses and other liabilities 117,823 126,811
Interest rate swaps 1,250 —
Tenant prepaid rent and security deposits 54,445 56,173
Dividends and distributions payable 23,668 23,469
Deferred leasing intangibles, net of accumulated amortization of $33,876 and $31,368, respectively 29,044 33,335
Operating lease liabilities 34,357 35,304
Total liabilities 3,304,489 3,304,227
Commitments and contingencies (Note 11)
Equity:
Preferred stock, par value $0.01 per share, 20,000,000 shares authorized at June 30, 2025 and December 31, 2024; none issued or outstanding — —
Common stock, par value $0.01 per share, 300,000,000 shares authorized at June 30, 2025 and December 31, 2024, 186,691,274 and 186,517,523 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively 1,867 1,865
Additional paid-in capital 4,452,472 4,449,964
Cumulative dividends in excess of earnings (1,027,416) (1,029,757)
Accumulated other comprehensive income 17,954 35,579
Total stockholders’ equity 3,444,877 3,457,651
Noncontrolling interest in operating partnership 72,447 69,932
Noncontrolling interest in joint ventures 3,335 1,525
Total equity 3,520,659 3,529,108
Total liabilities and equity $ 6,825,148 $ 6,833,335

The accompanying notes are an integral part of these consolidated financial statements.

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STAG Industrial, Inc.

Consolidated Statements of Operations

(unaudited, in thousands, except per share data)

Three months ended June 30, Six months ended June 30,
2025 2024 2025 2024
Revenue
Rental income $ 207,438 $ 186,467 $ 412,800 $ 373,869
Other income 155 3,310 367 3,451
Total revenue 207,593 189,777 413,167 377,320
Expenses
Property 40,403 37,478 84,081 76,549
General and administrative 12,901 11,828 26,207 24,780
Depreciation and amortization 74,473 75,280 148,373 146,707
Loss on impairment 888 4,967 888 4,967
Other expenses (58) 595 514 1,158
Total expenses 128,607 130,148 260,063 254,161
Other income (expense)
Interest and other income 3 14 8 25
Interest expense (33,618) (27,372) (66,147) (52,793)
Debt extinguishment and modification expenses — — — (667)
Gain on involuntary conversion — 5,717 1,855 5,717
Gain on the sales of rental property, net 5,692 23,086 55,605 23,086
Total other income (expense) (27,923) 1,445 (8,679) (24,632)
Net income 51,063 61,074 144,425 98,527
Less: income attributable to noncontrolling interest in operating partnership 1,058 1,291 3,022 2,117
Net income attributable to STAG Industrial, Inc. 50,005 59,783 141,403 96,410
Less: amount allocated to participating securities 42 46 87 93
Net income attributable to common stockholders $ 49,963 $ 59,737 $ 141,316 $ 96,317
Weighted average common shares outstanding — basic 186,535 181,961 186,502 181,834
Weighted average common shares outstanding — diluted 186,910 182,185 186,834 182,088
Net income per share — basic and diluted
Net income per share attributable to common stockholders — basic $ 0.27 $ 0.33 $ 0.76 $ 0.53
Net income per share attributable to common stockholders — diluted $ 0.27 $ 0.33 $ 0.76 $ 0.53

The accompanying notes are an integral part of these consolidated financial statements.

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STAG Industrial, Inc.

Consolidated Statements of Comprehensive Income

(unaudited, in thousands)

Three months ended June 30, Six months ended June 30,
2025 2024 2025 2024
Net income $ 51,063 $ 61,074 $ 144,425 $ 98,527
Other comprehensive income (loss):
Income (loss) on interest rate swaps (7,021) (2,967) (18,002) 4,109
Other comprehensive income (loss) (7,021) (2,967) (18,002) 4,109
Comprehensive income 44,042 58,107 126,423 102,636
Income attributable to noncontrolling interest (1,058) (1,291) (3,022) (2,117)
Other comprehensive (income) loss attributable to noncontrolling interest 146 68 377 (88)
Comprehensive income attributable to STAG Industrial, Inc. $ 43,130 $ 56,884 $ 123,778 $ 100,431

The accompanying notes are an integral part of these consolidated financial statements.

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STAG Industrial, Inc.

Consolidated Statements of Equity

(unaudited, 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
Three months ended June 30, 2025
Balance, March 31, 2025 $ — 186,612,226 $ 1,866 $ 4,448,147 $ (1,007,891) $ 24,829 $ 3,466,951 $ 74,302 $ 2,399 $ 3,543,652
Proceeds from sales of common stock, net — — — (254) — — (254) — — (254)
Dividends and distributions, net ($0.37 per share/unit) — — — — (69,530) — (69,530) (1,502) — (71,032)
Non-cash compensation activity, net — 5,854 — 2,207 — — 2,207 1,108 — 3,315
Redemption of common units to common stock — 73,194 1 1,359 — — 1,360 (1,360) — —
Rebalancing of noncontrolling interest in operating partnership — — — 1,013 — — 1,013 (1,013) — —
Contributions from noncontrolling interest in joint ventures — — — — — — — — 936 936
Other comprehensive loss — — — — — (6,875) (6,875) (146) — (7,021)
Net income — — — — 50,005 — 50,005 1,058 — 51,063
Balance, June 30, 2025 $ — 186,691,274 $ 1,867 $ 4,452,472 $ (1,027,416) $ 17,954 $ 3,444,877 $ 72,447 $ 3,335 $ 3,520,659
Three months ended June 30, 2024
Balance, March 31, 2024 $ — 182,074,776 $ 1,821 $ 4,273,183 $ (979,629) $ 56,127 $ 3,351,502 $ 71,718 $ — $ 3,423,220
Proceeds from sales of common stock, net — — — (89) — — (89) — — (89)
Dividends and distributions, net ($0.37 per share/unit) — — — — (67,372) — (67,372) (1,543) — (68,915)
Non-cash compensation activity, net — 527 — 2,085 — — 2,085 922 — 3,007
Redemption of common units to common stock — 30,000 — 552 — — 552 (552) — —
Rebalancing of noncontrolling interest in operating partnership — — — 767 — — 767 (767) — —
Other comprehensive loss — — — — — (2,899) (2,899) (68) — (2,967)
Net income — — — — 59,783 — 59,783 1,291 — 61,074
Balance, June 30, 2024 $ — 182,105,303 $ 1,821 $ 4,276,498 $ (987,218) $ 53,228 $ 3,344,329 $ 71,001 $ — $ 3,415,330
Six months ended June 30, 2025
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 — — — (419) — — (419) — — (419)
Dividends and distributions, net ($0.75 per share/unit) — — — — (139,038) — (139,038) (3,153) — (142,191)
Non-cash compensation activity, net — 47,197 — (1,371) (24) — (1,395) 7,323 — 5,928
Redemption of common units to common stock — 126,554 2 2,347 — — 2,349 (2,349) — —
Rebalancing of noncontrolling interest in operating partnership — — — 1,951 — — 1,951 (1,951) — —
Contributions from noncontrolling interest in joint ventures — — — — — — — — 1,810 1,810
Other comprehensive loss — — — — — (17,625) (17,625) (377) — (18,002)
Net income — — — — 141,403 — 141,403 3,022 — 144,425
Balance, June 30, 2025 $ — 186,691,274 $ 1,867 $ 4,452,472 $ (1,027,416) $ 17,954 $ 3,444,877 $ 72,447 $ 3,335 $ 3,520,659
Six months ended June 30, 2024
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 — — — (259) — — (259) — — (259)
Dividends and distributions, net ($0.74 per share/unit) — — — — (134,674) — (134,674) (3,113) — (137,787)
Non-cash compensation activity, net — 69,454 1 (407) (234) — (640) 5,569 — 4,929
Redemption of common units to common stock — 344,982 3 6,402 — — 6,405 (6,405) — —
Rebalancing of noncontrolling interest in operating partnership — — — (1,614) — — (1,614) 1,614 — —
Other comprehensive income — — — — — 4,021 4,021 88 — 4,109
Net income — — — — 96,410 — 96,410 2,117 — 98,527
Balance, June 30, 2024 $ — 182,105,303 $ 1,821 $ 4,276,498 $ (987,218) $ 53,228 $ 3,344,329 $ 71,001 $ — $ 3,415,330

The accompanying notes are an integral part of these consolidated financial statements.

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STAG Industrial, Inc.

Consolidated Statements of Cash Flows (unaudited, in thousands)

Six months ended June 30,
2025 2024
Cash flows from operating activities:
Net income $ 144,425 $ 98,527
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 148,373 146,707
Loss on impairment 888 4,967
Gain on involuntary conversion (1,855) (5,717)
Non-cash portion of interest expense 2,638 2,036
Amortization of above and below market leases, net (1,227) 532
Straight-line rent adjustments, net (9,125) (7,531)
Gain on the sales of rental property, net (55,605) (23,086)
Non-cash compensation expense 6,440 5,871
Change in assets and liabilities:
Tenant accounts receivable 6,773 9,232
Prepaid expenses and other assets (14,197) (11,732)
Accounts payable, accrued expenses and other liabilities (10,392) 6,953
Tenant prepaid rent and security deposits (1,728) 638
Total adjustments 70,983 128,870
Net cash provided by operating activities 215,408 227,397
Cash flows from investing activities:
Additions of land and buildings and improvements (95,888) (41,857)
Acquisitions of land and buildings and improvements (57,922) (250,202)
Acquisitions of other assets — (196)
Proceeds from sale of rental property, net 72,590 75,706
Acquisition deposits, net 450 (400)
Acquisitions of deferred leasing intangibles (8,859) (30,662)
Net cash used in investing activities (89,629) (247,611)
Cash flows from financing activities:
Proceeds from unsecured credit facility 707,000 630,000
Repayment of unsecured credit facility (1,065,000) (905,000)
Proceeds from unsecured notes 550,000 450,000
Repayment of unsecured notes (175,000) —
Repayment of mortgage notes (110) (107)
Payment of loan fees and costs (2,918) (3,197)
Proceeds from sales of common stock, net (467) (244)
Dividends and distributions (141,993) (137,572)
Repurchase and retirement of share-based compensation (649) (1,014)
Contributions from noncontrolling interest in joint ventures 1,810 —
Net cash provided by (used in) financing activities (127,327) 32,866
Increase (decrease) in cash and cash equivalents and restricted cash (1,548) 12,652
Cash and cash equivalents and restricted cash—beginning of period 37,393 21,868
Cash and cash equivalents and restricted cash—end of period $ 35,845 $ 34,520
Supplemental disclosure:
Cash paid for interest, net of amounts capitalized of $1,700 and $1,259 for 2025 and 2024, respectively $ 63,402 $ 49,130
Supplemental schedule of non-cash investing and financing activities
Acquisitions of land and buildings and improvements $ (342) $ (2,456)
Acquisitions of deferred leasing intangibles $ (58) $ (357)
Additions to building and other capital improvements from involuntary conversion $ (1,855) $ (8,685)
Investing other receivables due to involuntary conversion of building $ — $ 2,968
Change in additions of land, building, and improvements included in accounts payable, accrued expenses and other liabilities $ (473) $ (6,499)
Additions to building and other capital improvements from non-cash compensation $ (137) $ (80)
Change in loan fees, costs, and offering costs included in accounts payable, accrued expenses and other liabilities $ (409) $ (849)
Dividends and distributions accrued $ 23,668 $ 22,936

The accompanying notes are an integral part of these consolidated financial statements.

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STAG Industrial, Inc.

Notes to Consolidated Financial Statements

(unaudited)

  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 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 June 30, 2025 and December 31, 2024, the Company owned 97.9% 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 June 30, 2025, the Company owned 600 industrial buildings in 41 states with approximately 118.3 million rentable square feet.

  1. Summary of Significant Accounting Policies

Interim Financial Information

The accompanying interim financial statements have been presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying interim financial statements include all adjustments, consisting of normal recurring items, necessary for their fair statement in conformity with GAAP. Interim results are not necessarily indicative of results for a full year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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.

Restricted Cash

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.

Reconciliation of Cash and Cash Equivalents and Restricted Cash (in thousands) June 30, 2025 December 31, 2024
Cash and cash equivalents $ 15,379 $ 36,284
Restricted cash 20,466 1,109
Total cash and cash equivalents and restricted cash $ 35,845 $ 37,393

Uncertain Tax Positions

As of June 30, 2025 and December 31, 2024, there were no liabilities for uncertain tax positions.

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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.

The chief operating decision maker (“CODM”) 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.

The CODM also assesses the performance of the segment based on funds from operations (“FFO”) and net operating income (“NOI”). FFO is calculated in accordance with the standards established by the National Association of Real Estate Investment Trusts. 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. 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.

Concentrations of Credit Risk

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.

  1. Rental Property

The following table summarizes the components of rental property, net as of June 30, 2025 and December 31, 2024.

Rental Property (in thousands) June 30, 2025 December 31, 2024
Land $ 782,046 $ 771,794
Buildings, net of accumulated depreciation of $802,739 and $738,348, respectively 4,616,637 4,634,634
Tenant improvements, net of accumulated depreciation of $44,470 and $42,092, respectively 42,360 44,987
Building and land improvements, net of accumulated depreciation of $330,413 and $305,426, respectively 555,992 396,883
Construction in progress 110,378 218,616
Deferred leasing intangibles, net of accumulated amortization of $406,658 and $386,627, respectively 392,677 428,865
Total rental property, net $ 6,500,090 $ 6,495,779

Acquisitions

The following table summarizes the Company’s acquisitions during the three and six months ended June 30, 2025. The Company accounted for all of its acquisitions as asset acquisitions.

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
Six months ended June 30, 2025 576,764 4 $ 67,181

(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.

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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. The Company determined to account for its investment in the joint venture under the voting interest model of consolidation. See Note 7 for further discussion of the third party’s noncontrolling interest in the joint venture.

The following table summarizes the allocation of the consideration paid at the date of acquisition during the six months ended June 30, 2025 for the acquired assets and liabilities in connection with the acquisitions identified in the table above.

Six Months Ended June 30, 2025
Acquired Assets and Liabilities Purchase Price (in thousands) Weighted Average Amortization Period (years) of Intangibles at Acquisition
Land $ 12,112 N/A
Buildings 41,475 N/A
Tenant improvements 743 N/A
Building and land improvements 2,653 N/A
Construction in progress 1,281 N/A
Deferred leasing intangibles - in-place leases 5,269 3.8
Deferred leasing intangibles - tenant relationships 3,782 7.8
Deferred leasing intangibles - below market leases (134) 2.5
Total purchase price $ 67,181

Dispositions

The following table summarizes the Company’s dispositions during the six months ended June 30, 2025. The dispositions were sold to third parties and were accounted for under the full accrual method.

Sales of rental property, net (dollars in thousands) Six months ended June 30, 2025
Number of buildings 2
Building square feet (in millions) 0.5
Proceeds from sale of rental property, net $ 72,590
Net book value $ 16,985
Gain on the sales of rental property, net $ 55,605

The following table summarizes the results of operations for the six months ended June 30, 2025 and 2024 for the buildings sold during the six months ended June 30, 2025, which is included in the Company’s Consolidated Statements of Operations prior to the date of sale.

Three months ended June 30, Six months ended June 30,
Sales of rental property, net (dollars in thousands) 2025 2024 2025 2024
Sold buildings contribution to net income(1) $ 328 $ 391 $ 322 $ 817

(1) Exclusive of gain on the sales of rental property, net.

Loss on Impairment

The following table summarizes the Company’s loss on impairment for assets held and used during the three and six months ended June 30, 2025.

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 Discounted cash flows (4) $ 2,831 $ 888
Three and six months ended June 30, 2025 $ 888

(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. Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

(4)Level 3 inputs used to determine fair value for the property impaired: discount rate of 12.0% and exit capitalization rate of 10.0%.

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Involuntary Conversion

During the three and six months ended June 30, 2025 and 2024, the Company recognized a gain on involuntary conversion of approximately $0 million, $5.7 million, $1.9 million, and $5.7 million, respectively, related to tornado damage to one of the Company’s buildings in December 2023.

Deferred Leasing Intangibles

The following table summarizes the deferred leasing intangibles, net on the accompanying Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024.

June 30, 2025 December 31, 2024
Deferred Leasing Intangibles (in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net
Above market leases $ 73,789 $ (40,101) $ 33,688 $ 76,232 $ (39,335) $ 36,897
Other intangible lease assets 725,546 (366,557) 358,989 739,260 (347,292) 391,968
Total deferred leasing intangible assets $ 799,335 $ (406,658) $ 392,677 $ 815,492 $ (386,627) $ 428,865
Below market leases $ 62,920 $ (33,876) $ 29,044 $ 64,703 $ (31,368) $ 33,335
Total deferred leasing intangible liabilities $ 62,920 $ (33,876) $ 29,044 $ 64,703 $ (31,368) $ 33,335

The following table summarizes the net increase (decrease) to rental income and amortization expense for the amortization of deferred leasing intangibles during the three and six months ended June 30, 2025 and 2024.

Three months ended June 30, Six months ended June 30,
Deferred Leasing Intangibles Amortization (in thousands) 2025 2024 2025 2024
Net increase (decrease) to rental income related to above and below market lease amortization $ 637 $ (840) $ 1,215 $ (543)
Amortization expense related to other intangible lease assets $ 20,937 $ 25,142 $ 42,031 $ 47,216

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  1. 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 June 30, 2025 and December 31, 2024.

Indebtedness (dollars in thousands) June 30, 2025 December 31, 2024 Interest Rate(1)(2) Maturity Date Prepayment Terms(3)
Unsecured credit facility:
Unsecured Credit Facility(4) $ 51,000 $ 409,000 Term SOFR + 0.875% September 7, 2029 i
Total unsecured credit facility 51,000 409,000
Unsecured term loans:
Unsecured Term Loan G 300,000 300,000 1.80 % February 5, 2026 i
Unsecured Term Loan A 150,000 150,000 2.16 % March 15, 2027 i
Unsecured Term Loan H 187,500 187,500 3.35 % January 25, 2028 i
Unsecured Term Loan I 187,500 187,500 3.51 % January 25, 2028 i
Unsecured Term Loan F(5) 200,000 200,000 4.83 % March 23, 2029 i
Total unsecured term loans 1,025,000 1,025,000
Total unamortized deferred financing fees and debt issuance costs (2,478) (3,152)
Total carrying value unsecured term loans, net 1,022,522 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 (8,709) (5,908)
Total carrying value unsecured notes, net 1,966,291 1,594,092
Mortgage note (secured debt):
United of Omaha Life Insurance Company 4,212 4,322 3.71 % October 1, 2039 ii
Total mortgage note 4,212 4,322
Unamortized fair market value discount (123) (127)
Total carrying value mortgage note, net 4,089 4,195
Total / weighted average interest rate(6) $ 3,043,902 $ 3,029,135 4.24 %

(1)Interest rate as of June 30, 2025. At June 30, 2025, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) and Daily Simple Secured Overnight Financing Rate (“Daily SOFR”) was 4.3223% and 4.2990%, 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 0.10% adjustment and a spread of 0.775%. The unsecured term loans have a stated interest rate of one-month Term SOFR plus a 0.10% adjustment and a spread of 0.85%. As of June 30, 2025, one-month Term SOFR for the Unsecured Term Loans A, G, H, and I was swapped to a fixed rate of 1.31%, 0.95%, 2.50%, and 2.66%, respectively (which includes the 0.10% adjustment). The Unsecured Term Loan F provides for the election of Daily SOFR and effective January 15, 2025, Daily SOFR was swapped to a fixed rate of 3.98% (including the 0.10% adjustment).

(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 $8.7 million and $10.1 million are included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, respectively. The initial maturity date is September 8, 2028, or such later date

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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 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 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 June 30, 2025 was approximately $945.8 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 $13.2 million and $13.7 million as of June 30, 2025 and December 31, 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 three and six months ended June 30, 2025 and 2024.

Three months ended June 30, Six months ended June 30,
Costs Included in Interest Expense (in thousands) 2025 2024 2025 2024
Amortization of deferred financing fees and debt issuance costs and fair market value discount $ 1,337 $ 1,052 $ 2,638 $ 2,036
Facility, unused, and other fees $ 439 $ 439 $ 874 $ 878

Debt Activity

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%.

Financial Covenant Considerations

The Company was in compliance with all such applicable restrictions and financial and other covenants as of June 30, 2025 and December 31, 2024 related to its unsecured credit facility, unsecured term loans, unsecured notes, and mortgage note. The real estate net book value of the property that is collateral for the Company’s debt arrangements was approximately $7.2 million and $7.3 million at June 30, 2025 and December 31, 2024, respectively, and is limited to senior, property-level secured debt financing arrangements.

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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 June 30, 2025 and December 31, 2024.

June 30, 2025 December 31, 2024
Indebtedness (in thousands) Principal Outstanding Fair Value Principal Outstanding Fair Value
Unsecured credit facility $ 51,000 $ 51,149 $ 409,000 $ 409,000
Unsecured term loans 1,025,000 1,026,661 1,025,000 1,025,000
Unsecured notes 1,975,000 1,915,944 1,600,000 1,490,667
Mortgage note 4,212 3,356 4,322 3,366
Total principal amount 3,055,212 $ 2,997,110 3,038,322 $ 2,928,033
Unamortized fair market value discount (123) (127)
Total unamortized deferred financing fees and debt issuance costs (11,187) (9,060)
Total carrying value $ 3,043,902 $ 3,029,135

The applicable fair value guidance establishes a three tier fair 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. The fair value of the Company’s debt is based on Level 3 inputs.

  1. Derivative Financial Instruments

Risk Management Objective of Using Derivatives

The Company’s use of derivative instruments is 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.

As of June 30, 2025, the Company had 17 interest rate swaps, 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 June 30, 2025 and December 31, 2024.

June 30, 2025 December 31, 2024
Balance Sheet Line Item (in thousands) Effective Notional Amount Fair Value Effective Notional Amount Fair Value
Interest rate swaps-gross asset $ 825,000 $ 19,703 $ 1,025,000 $ 36,466
Interest rate swaps-gross liability $ 200,000 $ (1,250) $ — $ —

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.

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 estimates that approximately $14.3 million will be reclassified from accumulated other comprehensive income as a decrease to interest expense over the next 12 months.

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The following table summarizes the effect of cash flow hedge accounting and the location of amounts related to the Company’s derivatives in the consolidated financial statements for the three and six months ended June 30, 2025 and 2024.

Three months ended June 30, Six months ended June 30,
Effect of Cash Flow Hedge Accounting (in thousands) 2025 2024 2025 2024
Income (loss) recognized in accumulated other comprehensive income on interest rate swaps $ (1,235) $ 6,351 $ (6,339) $ 22,756
Income reclassified from accumulated other comprehensive income into income as interest expense $ 5,786 $ 9,318 $ 11,663 $ 18,647
Total interest expense presented in the Consolidated Statements of Operations in which the effect of cash flow hedges are recorded $ 33,618 $ 27,372 $ 66,147 $ 52,793

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 June 30, 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 June 30, 2025 and December 31, 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.

The following table summarizes the Company’s financial instruments that were recorded at fair value on a recurring basis as of June 30, 2025 and December 31, 2024.

Fair Value Measurements as of June 30, 2025 Using
Balance Sheet Line Item (in thousands) Fair Value June 30, 2025 Level 1 Level 2 Level 3
Interest rate swaps-gross asset $ 19,703 $ — $ 19,703 $ —
Interest rate swaps-gross liability $ (1,250) $ — $ (1,250) $ — 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 $ —

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  1. 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 June 30, 2025 and December 31, 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 June 30, 2025. There was no activity for the ATM common stock offering program during the six months ended June 30, 2025, except for the shares sold on a forward basis, as discussed below.

ATM Common Stock Offering Program(1) Date Maximum Aggregate Offering Price (in thousands) Aggregate Available as of June 30, 2025 (in thousands)
2025 $750 million ATM February 13, 2025 $ 750,000 $ 749,554

(1)The 2022 $750 million ATM program was terminated on February 12, 2025.

The following table summarizes the activity for shares sold on a forward basis under the ATM common stock offering program and shares settled during the three and six months ended June 30, 2025. 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.

Forward Sale Agreements Shares Gross Sales<br><br>(in thousands) Weighted Average Gross Sales Price Per Share Weighted Average Net Sales Price Per Share Sales Commissions Per Share(1)
Forward Sale Agreements Outstanding at December 31, 2024 — $ —
New forward sale agreements 4,830 179 $ 37.02 $ 36.65 $ 0.37
Forward sale agreements settled — —
Forward Sale Agreements Outstanding at March 31, 2025 4,830 179
New forward sale agreements 7,228 267 $ 37.00 $ 36.63 $ 0.37
Forward sale agreements settled — —
Forward Sale Agreements Outstanding at June 30, 2025 12,058 $ 446

(1)Upon a forward sale, the equity distribution agent typically earns a sales commission of 1% of the gross sales price.

Restricted Stock-Based Compensation

The Company granted restricted shares of common stock under the 2011 Plan on January 7, 2025 to certain employees of the Company, which will vest over four years in equal installments on January 1 of each year beginning on January 1, 2026, subject to the recipient’s continued employment. The following table summarizes activity related to the Company’s unvested restricted shares of common stock during the six months ended June 30, 2025.

Unvested Restricted Shares of Common Stock Shares Weighted Average Grant Date Fair Value per Share
Balance at December 31, 2024 118,667 $ 37.30
Granted 52,352 $ 33.14
Vested(1) (51,100) $ 36.11
Forfeited (5,904) $ 35.99
Balance at June 30, 2025 114,015 $ 35.99

(1)The Company repurchased and retired 18,456 restricted shares of common stock that vested during the six months ended June 30, 2025.

The unrecognized compensation expense associated with the Company’s restricted shares of common stock at June 30, 2025 was approximately $3.0 million and is expected to be recognized over a weighted average period of approximately 2.5 years.

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The following table summarizes the fair value at vesting for the restricted shares of common stock that vested during the three and six months ended June 30, 2025 and 2024.

Three months ended June 30, Six months ended June 30,
Vested Restricted Shares of Common Stock 2025 2024 2025 2024
Vested restricted shares of common stock — — 51,100 59,232
Fair value of vested restricted shares of common stock (in thousands) $ — $ — $ 1,728 $ 2,325
  1. Noncontrolling Interest

Noncontrolling Interest in Operating Partnership

The following table summarizes the activity for noncontrolling interest in the Operating Partnership during the six months ended June 30, 2025.

Noncontrolling Interest LTIP Units Other Common Units Total Noncontrolling Common Units Noncontrolling Interest
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 (82,203) 82,203 — N/A
Redemptions from Other Common Units to common stock — (126,554) (126,554) N/A
Balance at June 30, 2025 2,505,793 1,420,367 3,926,160 2.1 %

LTIP Units

The Company granted LTIP units under the 2011 Plan on January 7, 2025 to non-employee, independent directors, which vest in equal quarterly installments over one year, with the first vesting date having been March 31, 2025, subject to the recipient’s continued service. The Company granted LTIP units under the 2011 Plan on January 7, 2025 to certain executive officers and senior employees of the Company, which will vest in equal quarterly installments over four years, with the first vesting date having been March 31, 2025, subject to the recipient’s continued employment. Refer to Note 8 for a discussion of the LTIP units granted on January 7, 2025 pursuant to the 2022 performance units.

The fair value of the LTIP 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 LTIP units are based on Level 3 inputs and non-recurring fair value measurements. The following table summarizes the assumptions used in valuing such LTIP units granted during the six months ended June 30, 2025 (excluding the LTIP units granted pursuant to the 2022 performance units discussed in Note 8).

LTIP Units
Grant date January 7, 2025
Expected term (years) 10
Expected stock price volatility 25.0 %
Expected dividend yield 4.0 %
Risk-free interest rate 4.33 %
Fair value of LTIP units at issuance (in thousands) $ 4,848
LTIP units at issuance 154,001
Fair value unit price per LTIP unit at issuance $ 31.48

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.

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The following table summarizes activity related to the Company’s unvested LTIP units during the six months ended June 30, 2025.

Unvested LTIP Units LTIP Units Weighted Average Grant Date Fair Value per Unit
Balance at December 31, 2024 182,382 $ 36.10
Granted 280,334 $ 31.48
Vested (226,882) $ 33.00
Forfeited — $ —
Balance at June 30, 2025 235,834 $ 33.59

The unrecognized compensation expense associated with the Company’s LTIP units at June 30, 2025 was approximately $7.0 million and is expected to be recognized over a weighted average period of approximately 2.5 years.

Noncontrolling Interest in Joint Ventures

At June 30, 2025, the Company held a 96.8% interest in a joint venture located in Reno, Nevada, a 91.4% interest in a joint venture located in Concord, North Carolina, and a 95.0% interest in a joint venture located in Shepherdsville, Kentucky. The third-parties’ equity interest in these joint ventures, totaling approximately $3.3 million at June 30, 2025, is included in noncontrolling interest in joint ventures on the accompanying Consolidated Balance Sheets.

  1. Equity Incentive Plan

On January 7, 2025, the compensation committee of the board of directors approved and the Company granted performance units under the 2011 Plan to the executive officers and certain key employees of the Company. The terms of the performance units granted on January 7, 2025 are substantially the same as the terms of the performance units granted in January 2024, except that the measuring period commenced on January 1, 2025 and ends on December 31, 2027.

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 vesting period. The following table summarizes the assumptions used in valuing the performance units granted during the six months ended June 30, 2025.

Performance Units
Grant date January 7, 2025
Expected stock price volatility 24.6 %
Expected dividend yield 4.0 %
Risk-free interest rate 4.3294 %
Fair value of performance units grant (in thousands) $ 6,858

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 performance period.

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On December 31, 2024, the measuring period for the 2022 performance units concluded, and it was determined that the Company’s total stockholder return exceeded the threshold percentage and return hurdle. The following table summarizes the issuances of LTIP units and shares of common stock approved by the compensation committee of the board of directors and issued upon the settlement of the 2022 performance units at the conclusion of the applicable measuring period during the six months ended June 30, 2025.

Settlement of Performance Units in LTIP Units or Shares of Common Stock 2022 Performance Units
Measuring period conclusion date December 31, 2024
Issuance date January 7, 2025
Vested LTIP units 126,333
Vested shares of common stock 8,246
Shares of common stock repurchased and retired 751

The unrecognized compensation expense associated with the Company’s performance units at June 30, 2025 was approximately $9.9 million and is expected to be recognized over a weighted average period of approximately 2.0 years.

Non-cash Compensation Expense

The following table summarizes the amount 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 three and six months ended June 30, 2025 and 2024.

Three months ended June 30, Six months ended June 30,
Non-Cash Compensation Expense (in thousands) 2025 2024 2025 2024
Restricted shares of common stock $ 412 $ 457 $ 806 $ 932
LTIP units 1,109 923 2,217 1,822
Performance units 1,537 1,399 3,019 2,756
Director compensation(1) 190 174 388 351
Total non-cash compensation expense $ 3,248 $ 2,953 $ 6,430 $ 5,861

(1)All of the Company’s independent directors elected to receive shares of common stock in lieu of cash for their service during the three and six months ended June 30, 2025 and 2024. The number of shares of common stock granted was calculated based on the trailing ten day average common stock price on the third business day preceding the grant date.

  1. 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 three and six months ended June 30, 2025 and 2024.

Three months ended June 30, Six months ended June 30,
Rental Income (in thousands) 2025 2024 2025 2024
Fixed lease payments $ 157,620 $ 144,278 $ 314,402 $ 286,389
Variable lease payments 44,193 38,218 87,952 80,407
Straight-line rental income 4,988 4,811 9,231 7,616
Net increase (decrease) to rental income related to above and below market lease amortization 637 (840) 1,215 (543)
Total rental income $ 207,438 $ 186,467 $ 412,800 $ 373,869

As of June 30, 2025 and December 31, 2024, the Company had accrued rental income of approximately $128.0 million and $118.6 million, respectively, included in tenant accounts receivable on the accompanying Consolidated Balance Sheets.

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As of June 30, 2025 and December 31, 2024, the Company’s total liability associated with lease security deposits was approximately $24.6 million and $23.9 million, respectively, which is included in tenant prepaid rent and security deposits on the accompanying Consolidated Balance Sheets.

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 0.8 years to 57.2 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 June 30, 2025 and December 31, 2024.

Operating Lease Term and Discount Rate June 30, 2025 December 31, 2024
Weighted average remaining lease term (years) 35.4 34.9
Weighted average discount rate 6.9 % 6.9 %

The following table summarizes the operating lease cost included in the Company’s Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024.

Three months ended June 30, Six months ended June 30,
Operating Lease Cost (in thousands) 2025 2024 2025 2024
Operating lease cost included in property expense attributable to ground leases $ 698 $ 616 $ 1,395 $ 1,232
Operating lease cost included in general and administrative expense attributable to corporate office leases 431 431 861 861
Total operating lease cost $ 1,129 $ 1,047 $ 2,256 $ 2,093

The following table summarizes supplemental cash flow information related to operating leases in the Company’s Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024.

Six months ended June 30,
Operating Leases (in thousands) 2025 2024
Cash paid for amounts included in the measurement of lease liabilities (operating cash flows) $ 2,113 $ 1,978

The following table summarizes the maturity of operating lease liabilities under the Company’s ground leases and corporate office leases as of June 30, 2025.

Year Maturity of Operating Lease Liabilities(1) (in thousands)
Remainder of 2025 $ 2,139
2026 3,245
2027 2,265
2028 2,306
2029 2,312
Thereafter 94,551
Total lease payments 106,818
Less: Imputed interest (72,461)
Present value of operating lease liabilities $ 34,357

(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.

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  1. Earnings Per Share

During the three and six months ended June 30, 2025 and 2024, there were 114,015, 125,389, 114,584 and 124,492 of unvested restricted shares of common stock (on a weighted average basis), respectively, that were considered participating securities for the purposes of computing earnings per share.

The following table reconciles the numerators and denominators in the computation of basic and diluted earnings per share of common stock for the three and six months ended June 30, 2025 and 2024.

Three months ended June 30, Six months ended June 30,
Earnings Per Share (in thousands, except per share data) 2025 2024 2025 2024
Numerator
Net income attributable to common stockholders $ 49,963 $ 59,737 $ 141,316 $ 96,317
Denominator
Weighted average common shares outstanding — basic 186,535 181,961 186,502 181,834
Effect of dilutive securities(1)
Share-based compensation 375 224 332 253
Shares issuable under forward sale agreements — — — 1
Weighted average common shares outstanding — diluted 186,910 182,185 186,834 182,088
Net income per share — basic and diluted
Net income per share attributable to common stockholders — basic $ 0.27 $ 0.33 $ 0.76 $ 0.53
Net income per share attributable to common stockholders — diluted $ 0.27 $ 0.33 $ 0.76 $ 0.53

(1)During the three and six months ended June 30, 2025 and 2024, there were approximately 114,125, 115 and 124 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.

  1. 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 June 30, 2025 related to construction projects and certain other agreements.

  1. Subsequent Events

The following non-recognized subsequent event was noted.

On July 3, 2025, the Company sold 1,008,200 shares on a forward basis under the ATM common stock offering program at a weighted average sale price of $36.6706 per share (an aggregate of approximately $37.0 million gross sale price), or $36.3079 per share net of commissions, with a scheduled maturity date of July 2, 2026.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion with the financial statements and related notes included elsewhere in Item 1 of this report and the audited financial statements and related notes thereto included in our most recent Annual Report on Form 10-K.

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. (the “Operating Partnership”).

Forward-Looking Statements

This report 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 our Annual Report on Form 10-K for the year ended December 31, 2024, as updated elsewhere 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 risks, including our ability to identify and complete accretive acquisitions and/or failure of such acquisitions 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, such as the novel coronavirus disease, and other potentially catastrophic events such as acts of war and/or terrorism (including the ongoing conflict between Ukraine and Russia and the Israel-Hamas war, the risk of such conflicts widening and the related impact on macroeconomic conditions as a result of such conflicts);

•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;

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•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;

•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.

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 June 30, 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 June 30, 2025, the annualized rent is calculated based on the first contractual monthly base rent amount multiplied by 12.

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“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 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 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 New York Stock Exchange 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 Internal Revenue Code of 1986, as amended, 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.

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, and geopolitical tensions. These factors are key drivers of financial market volatility and raise concerns about a slowing global economy. After ten consecutive quarters of U.S. gross domestic product ("GDP") growth, real GDP declined 0.5% in the first quarter of 2025. Labor conditions are slowing but holding with a 4.1% unemployment rate as of June 2025. Due to the U.S.'s recent implementation of new and increased tariffs, the general consensus among economists is a higher risk of recession or stagflation. Trade policies and macro-economic conditions continue to evolve and could result in tighter credit conditions, weakening tenant cash flows, and increased credit loss and vacancy rates. Because of the current uncertainty and events discussed above, our acquisition activity has slowed relative to our historical acquisition pace.

On the other hand, 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

•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, while rising, remain near historical standards in many markets. The supply pipeline remains robust, albeit smaller and more notably concentrated in very large warehouses. Construction starts continue to decline as a result of both moderating demand and volatile capital markets.

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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.

On October 22, 2024, American Tire Distributors, Inc. (“ATD”), a tenant that accounted for approximately 0.9% of our total annualized base rental revenue as of June 30, 2025, voluntarily filed for reorganization under Chapter 11 of the United States Bankruptcy Code. ATD leased seven buildings from us totaling 840,658 square feet. Annualized base rental revenue for the seven buildings were approximately $6.2 million as of June 30, 2025. On February 28, 2025, ATD sold substantially all of its assets as a going concern to a successor affiliated with ATD’s lender group (“Reorganized ATD”). The transaction eliminated a significant amount of debt and provided Reorganized ATD with access to new capital. On May 20, 2025, retroactive to February 28, 2025, Reorganized ATD assumed all seven of our leases, and certain lease terms were amended as part of the assumption.

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 the Operating Portfolio leases that commenced during the three and six months ended June 30, 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 SL Rent Per Square Foot Total Costs Per Square Foot(1) Cash Rent Change SL Rent Change Weighted Average Lease Term (years) Rental Concessions per Square Foot(2)
Three months ended June 30, 2025
New Leases 1,604,612 $ 6.16 $ 6.36 $ 2.36 35.2 % 49.0 % 5.4 $ 0.69
Renewal Leases 2,611,673 $ 6.01 $ 6.46 $ 1.56 18.7 % 36.7 % 5.8 $ 0.24
Total/weighted average 4,216,285 $ 6.07 $ 6.43 $ 1.87 24.6 % 41.1 % 5.7 $ 0.41
Six months ended June 30, 2025
New Leases 1,883,667 $ 6.02 $ 6.23 $ 2.43 35.0 % 48.7 % 5.2 $ 0.65
Renewal Leases 7,295,246 $ 6.02 $ 6.42 $ 1.59 23.9 % 40.0 % 5.0 $ 0.16
Total/weighted average 9,178,913 $ 6.02 $ 6.38 $ 1.77 26.1 % 41.7 % 5.0 $ 0.26

(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 three and six months ended June 30, 2025, leases commenced totaling 1,142,983 and 1,236,381, respectively, related to the Value Add Portfolio and first generation leasing. These leases are excluded from the Operating Portfolio statistics above.

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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 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 10.9% of our total annualized base rental revenue will expire during the period from July 1, 2025 to June 30, 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 the rental rates on the respective new leases will be greater than the rates under existing leases expiring during the period July 1, 2025 to June 30, 2026, thereby resulting in an increase in revenue from the same space.

The following table summarizes lease expirations for leases in place as of June 30, 2025, plus available space, for each of the ten calendar years beginning with 2025 and thereafter in our portfolio. The information in the table assumes that tenants do not exercise renewal options or early termination rights.

Lease Expiration Year Number of Leases Expiring Total Rentable Square Feet Percentage of Total Occupied Square Feet Total Annualized Base Rental Revenue (in thousands) Percentage of Total Annualized Base Rental Revenue
Available — 4,363,825 — % $ — — %
Month-to-month leases 2 39,674 — % 207 — %
Remainder of 2025(1) 25 2,929,183 2.6 % 16,576 2.5 %
2026 131 16,229,766 14.2 % 93,902 14.2 %
2027 139 18,147,203 15.9 % 102,239 15.5 %
2028 122 14,773,249 13.0 % 83,995 12.8 %
2029 107 16,822,465 14.8 % 96,475 14.6 %
2030 89 13,017,057 11.4 % 80,939 12.3 %
2031 64 11,028,990 9.7 % 60,185 9.1 %
2032 27 4,190,640 3.7 % 27,267 4.1 %
2033 21 3,434,154 3.0 % 19,915 3.0 %
2034 14 3,478,855 3.0 % 25,116 3.8 %
Thereafter 34 9,861,111 8.7 % 53,218 8.1 %
Total 775 118,316,172 100.0 % $ 660,034 100.0 %

(1)Leases previously scheduled to expire in 2025, totaling approximately 11.8 million square feet, have been amended to extend their lease expiration date as of June 30, 2025. These leases are excluded from 2025 expirations and are now reflected in the new year of expiration.

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Portfolio Acquisitions

The following table summarizes our acquisitions during the three and six months ended June 30, 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
Six months ended June 30, 2025 576,764 4 $ 67,181

(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.

Portfolio Dispositions

During the six months ended June 30, 2025, we sold two buildings comprised of approximately 0.5 million rentable square feet with a net book value of approximately $17.0 million to third parties. Net proceeds from the sales of rental property were approximately $72.6 million and we recognized the full gain on the sales of rental property, net, of approximately $55.6 million for the six months ended June 30, 2025.

Top Markets

The following table summarizes information about the 20 largest markets in our portfolio based on total annualized base rental revenue as of June 30, 2025.

Top 20 Markets(1) % of Total Annualized Base Rental Revenue
Chicago, IL 8.2 %
Greenville, SC 5.7 %
Minneapolis, MN 4.3 %
Pittsburgh, PA 3.9 %
Columbus, OH 3.8 %
Detroit, MI 3.6 %
South Central, PA 3.1 %
Philadelphia, PA 3.0 %
El Paso, TX 2.5 %
Boston, MA 2.5 %
Milwaukee, WI 2.1 %
Kansas City, MO 2.1 %
Charlotte, NC 2.0 %
Houston, TX 2.0 %
Sacramento, CA 2.0 %
Indianapolis, IN 1.9 %
Cincinnati, OH 1.8 %
Cleveland, OH 1.7 %
Grand Rapids, MI 1.4 %
Columbia, SC 1.4 %
Total 59.0 %

(1) Market classification based on CBRE-EA industrial market geographies.

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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 June 30, 2025.

Top 20 Tenant Industries(1) % of Total Annualized Base Rental Revenue
Air Freight & Logistics 11.4 %
Containers & Packaging 7.5 %
Automobile Components 6.1 %
Machinery 6.1 %
Commercial Services & Supplies 5.6 %
Trading Companies & Distribution (Industrial Goods) 5.2 %
Distributors (Consumer Goods) 4.7 %
Building Products 4.4 %
Broadline Retail 3.7 %
Consumer Staples Distribution 3.6 %
Household Durables 2.9 %
Specialty Retail 2.9 %
Media 2.9 %
Food Products 2.5 %
Beverages 2.4 %
Electrical Equipment 2.3 %
Electronic Equip, Instruments 2.0 %
Chemicals 1.9 %
Ground Transportation 1.9 %
Construction & Engineering 1.7 %
Total 81.7 %

(1) Industry classification based on Global Industry Classification Standard methodology.

Top Tenants

The following table summarizes information about the 20 largest tenants in our portfolio based on total annualized base rental revenue as of June 30, 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 0.9 %
International Paper Company 4 0.8 %
CHEP USA 6 0.8 %
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 %
Kenco Logistic Services, LLC 3 0.7 %
Penske Truck Leasing Co. LP 3 0.7 %
Penguin Random House, LLC 1 0.7 %
FedEx Corporation 4 0.6 %
WestRock Company 6 0.6 %
Lippert Component Manufacturing 4 0.6 %
GXO Logistics, Inc. 2 0.6 %
DHL Supply Chain 4 0.6 %
Carolina Beverage Group 3 0.6 %
AFL Telecommunications LLC 2 0.6 %
Total 72 16.3 %

(1) Includes tenants, guarantors, and/or non-guarantor parents.

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Critical Accounting Policies

See “Critical Accounting Policies” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of our critical accounting policies and estimates.

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 on or after January 1, 2024. On June 30, 2025, we owned 548 industrial buildings consisting of approximately 108.4 million square feet and representing approximately 91.6% of our total portfolio, that are considered our same store portfolio in the analysis below. Same store occupancy decreased approximately 0.7% to 97.4% as of June 30, 2025 compared to 98.1% as of June 30, 2024.

Comparison of the three months ended June 30, 2025 to the three months ended June 30, 2024

The following table summarizes selected operating information for our same store portfolio and our total portfolio for the three months ended June 30, 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 three months ended June 30, 2025 and 2024 with respect to the buildings acquired and sold on or 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 buildings, and buildings classified as held for sale.

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Same Store Portfolio Acquisitions/Dispositions Other Total Portfolio
Three months ended June 30, Change Three months ended June 30, Three months ended June 30, Three months ended June 30, Change
2025 2024 % 2025 2024 2025 2024 2025 2024 %
Revenue
Operating revenue
Rental income $ 185,231 $ 178,671 3.7 % $ 16,343 $ 3,361 $ 5,864 $ 4,435 $ 207,438 $ 186,467 11.2 %
Other income 57 34 23 67.6 % 64 123 34 3,153 155 3,310 (3,155) (95.3) %
Total operating revenue 185,288 178,705 6,583 3.7 % 16,407 3,484 5,898 7,588 207,593 189,777 17,816 9.4 %
Expenses
Property 35,521 34,514 1,007 2.9 % 3,026 1,507 1,856 1,457 40,403 37,478 2,925 7.8 %
Net operating income(1) $ 149,767 $ 144,191 3.9 % $ 13,381 $ 1,977 $ 4,042 $ 6,131 167,190 152,299 14,891 9.8 %
Other expenses
General and administrative 12,901 11,828 1,073 9.1 %
Depreciation and amortization 74,473 75,280 (807) (1.1) %
Loss on impairment 888 4,967 (4,079) (82.1) %
Other expenses (58) 595 (653) (109.7) %
Total other expenses 88,204 92,670 (4,466) (4.8) %
Total expenses 128,607 130,148 (1,541) (1.2) %
Other income (expense)
Interest and other income 3 14 (11) (78.6) %
Interest expense (33,618) (27,372) (6,246) 22.8 %
Gain on involuntary conversion — 5,717 (5,717) (100.0) %
Gain on the sales of rental property, net 5,692 23,086 (17,394) (75.3) %
Total other income (expense) (27,923) 1,445 (29,368) (2,032.4) %
Net income $ 51,063 $ 61,074 (16.4) %

All values are in US Dollars.

(1)For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see “Non-GAAP Financial Measures” below.

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Net Income

Net income for our total portfolio decreased by approximately $10.0 million, or 16.4%, to approximately $51.1 million for the three months ended June 30, 2025 compared to approximately $61.1 million for the three months ended June 30, 2024.

Same Store Total Operating Revenue

Same store total operating revenue consists primarily of rental income from (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 includes lease income and other billings as discussed below, increased by approximately $6.6 million, or 3.7%, to approximately $185.2 million for the three months ended June 30, 2025 compared to approximately $178.7 million for the three months ended June 30, 2024.

Same store lease income increased by approximately $6.0 million, or 4.1%, to approximately $152.0 million for the three months ended June 30, 2025 compared to approximately $146.0 million for the three months ended June 30, 2024. The increase was primarily due to the execution of new leases and lease renewals with existing tenants of approximately $8.4 million. This increase was partially offset by the reduction of base rent of approximately $2.0 million due to tenant vacancies and a net increase in the amortization of net above market leases of approximately $0.1 million. Additionally, there was a decrease in same store lease income of approximately $0.3 million which was primarily attributable to management’s evaluation of operating leases to determine the probability of collecting substantially all of the lessee’s remaining lease payments under the lease term. During the three months ended June 30, 2025, same store lease income decreased approximately $0.7 million due to certain tenants converting from the accrual basis of accounting to the cash basis of accounting. This decrease was partially offset during the three months ended June 30, 2025 due to converting two tenants from the cash basis of accounting back to the accrual basis of accounting, for which approximately $0.4 million of straight-line accrued rental balance was reinstated.

Same store other billings increased by approximately $0.5 million, or 1.5%, to approximately $33.2 million for the three months ended June 30, 2025 compared to approximately $32.7 million for the three months ended June 30, 2024. The increase was attributable to an increase of approximately $1.8 million in other expense reimbursements which was primarily due to an increase in corresponding expenses. This increase was partially offset by a reduction in real estate tax reimbursements of approximately $1.3 million due to an decrease in real estate taxes levied by the taxing authority and vacancy of previously occupied buildings.

Same Store Operating Expenses

Same store operating expenses consist primarily of property operating expenses and real estate taxes and insurance.

For a detailed reconciliation of our same store operating expenses to net income, see the table above.

Total same store property operating expenses increased by approximately $1.0 million, or 2.9%, to approximately $35.5 million for the three months ended June 30, 2025 compared to approximately $34.5 million for the three months ended June 30, 2024. This increase was primarily due to increases in repairs and maintenance, utility expense, snow removal expense, and other expenses of approximately $1.2 million, $0.4 million, $0.4 million, and $0.2 million, respectively. These increases were partially offset by a reduction to real estate tax expense and insurance expense of approximately $1.0 million and $0.2 million, respectively.

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 34 buildings consisting of approximately 6.2 million square feet (excluding two buildings that were included in the Value Add Portfolio at June 30, 2025, or sold or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2024), and sold 12 buildings consisting of approximately 2.1 million square feet. For the three months ended June 30, 2025 and 2024, the buildings acquired after January 1, 2024 contributed approximately $13.1 million and $2.7 million to NOI, respectively. For the three months ended June 30, 2025 and 2024, the buildings sold after

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January 1, 2024 contributed approximately $0.3 million and $(0.7) million to NOI, respectively. Refer to Note 3 in the accompanying Notes to Consolidated Financial Statements for additional discussion regarding buildings acquired or sold.

Other Net Operating Income

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 $2.7 million and $3.1 million to NOI for the three months ended June 30, 2025 and 2024, respectively. Additionally, there was approximately $1.3 million and $3.0 million of termination, solar, and other income adjustments from certain buildings in our same store portfolio for the three months ended June 30, 2025 and 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 decreased approximately $4.5 million, or 4.8%, to approximately $88.2 million for the three months ended June 30, 2025 compared to approximately $92.7 million for the three months ended June 30, 2024. The decrease was primarily attributable to a decrease in loss on impairment of approximately $4.1 million. These decreases were offset by an increase in general and administrative expenses by approximately $1.1 million, primarily due to increases in compensation and other payroll costs.

Total Other Income (Expense)

Total other income (expense) consists of interest and other income, interest expense, 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 income (expense) decreased approximately $29.4 million, or 2,032.4%, to approximately $27.9 million total other expense for the three months ended June 30, 2025 compared to approximately $1.4 million total other income for the three months ended June 30, 2024. This decrease was primarily attributable to a decrease in the gain on the sales of rental property, net of approximately $17.4 million. Additionally, there was an decrease in gain on involuntary conversion of approximately $5.7 million during the three months ended June 30, 2025, as discussed in Note 3 of the accompanying Notes to Consolidated Financial Statements. The decrease was also attributable to an increase in interest expense of approximately $6.2 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.

Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024

The following table summarizes selected operating information for our same store portfolio and our total portfolio for the six months ended June 30, 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 six months ended June 30, 2025 and 2024 with respect to the buildings acquired and disposed of and Operating Portfolio buildings with expansions placed into service or transferred from the Value Add Portfolio to the Operating Portfolio 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 buildings, and buildings classified as held for sale.

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Same Store Portfolio Acquisitions/Dispositions Other Total Portfolio
Six months ended June 30, Change Six months ended June 30, Six months ended June 30, Six months ended June 30, Change
2025 2024 % 2025 2024 2025 2024 2025 2024 %
Revenue
Operating revenue
Rental income $ 371,864 $ 359,207 3.5 % $ 31,410 $ 6,315 $ 9,526 $ 8,347 $ 412,800 $ 373,869 10.4 %
Other income 148 26 122 469.2 % 67 199 152 3,226 367 3,451 (3,084) (89.4) %
Total operating revenue 372,012 359,233 12,779 3.6 % 31,477 6,514 9,678 11,573 413,167 377,320 35,847 9.5 %
Expenses
Property 74,918 72,158 2,760 3.8 % 6,113 2,223 3,050 2,168 84,081 76,549 7,532 9.8 %
Net operating income(1) $ 297,094 $ 287,075 3.5 % $ 25,364 $ 4,291 $ 6,628 $ 9,405 329,086 300,771 28,315 9.4 %
Other expenses
General and administrative 26,207 24,780 1,427 5.8 %
Depreciation and amortization 148,373 146,707 1,666 1.1 %
Loss on impairment 888 4,967 (4,079) (82.1) %
Other expenses 514 1,158 (644) (55.6) %
Total other expenses 175,982 177,612 (1,630) (0.9) %
Total expenses 260,063 254,161 5,902 2.3 %
Other income (expense)
Interest and other income 8 25 (17) (68.0) %
Interest expense (66,147) (52,793) (13,354) 25.3 %
Debt extinguishment and modification expenses — (667) 667 (100.0) %
Gain on involuntary conversion 1,855 5,717 (3,862) (67.6) %
Gain on the sales of rental property, net 55,605 23,086 32,519 140.9 %
Total other income (expense) (8,679) (24,632) 15,953 (64.8) %
Net income $ 144,425 $ 98,527 46.6 %

All values are in US Dollars.

(1)For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see “Non-GAAP Financial Measures” below.

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Net Income

Net income for our total portfolio increased by $45.9 million, or 46.6%, to $144.4 million for the six months ended June 30, 2025 compared to $98.5 million for the six months ended June 30, 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 $12.7 million, or 3.5%, to approximately $371.9 million for the six months ended June 30, 2025 compared to approximately $359.2 million for the six months ended June 30, 2024.

Same store lease income increased by approximately $11.6 million, or 4.0%, to approximately $302.1 million for the six months ended June 30, 2025 compared to approximately $290.5 million for the six months ended June 30, 2024. The increase was primarily due to an increase in rental income of approximately $16.0 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 $4.1 million due to tenant vacancies, and a net increase in the amortization of net above market leases of approximately $0.2 million. Additionally, there was a decrease in same store lease income of approximately $0.1 million which was primarily attributable to management’s evaluation of operating leases to determine the probability of collecting substantially all of the lessee’s remaining lease payments under the lease term. During the six months ended June 30, 2025, same store lease income decreased approximately $0.7 million due to certain tenants converting from the accrual basis of accounting to the cash basis of accounting. This decrease was partially offset due to converting two tenants from the cash basis of accounting back to the accrual basis of accounting during the six months ended June 30, 2025 and converting one tenant from the accrual basis of accounting to the cash basis of accounting during the six months ended June 30, 2024, for an increase to same store lease income of approximately $0.6 million.

Same store other billings increased by approximately $1.1 million, or 1.6%, to approximately $69.8 million for the six months ended June 30, 2025 compared to approximately $68.7 million for the six months ended June 30, 2024. The increase was attributable to an increase of approximately $1.5 million in other expense reimbursements which was primarily due to an increase in corresponding expenses. This increase was partially offset by a reduction in real estate tax reimbursements of approximately $0.4 million due to an decrease in real estate taxes levied by the taxing authority and vacancy of previously occupied buildings.

Same Store Operating Expenses

Same store operating expenses consist primarily of property operating expenses and real estate taxes and insurance.

For a detailed reconciliation of our same store operating expenses to net income, see the table above.

Total same store operating expenses increased by approximately $2.8 million or 3.8% to approximately $74.9 million for the six months ended June 30, 2025 compared to approximately $72.2 million for the six months ended June 30, 2024. This increase was due to increases in repairs and maintenance, real estate tax, snow removal, and other expenses of approximately $1.1 million, $0.7 million, $0.6 million, and $0.5 million, respectively. These increases were partially offset by a reduction in insurance expense of approximately $0.1 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 34 buildings consisting of approximately 6.2 million square feet (excluding two buildings that were included in the Value Add Portfolio at June 30, 2025, or sold or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2024), and sold 12 buildings consisting of approximately 2.1 million square feet. For the six months ended June 30, 2025 and June 30, 2024, the buildings acquired after January 1, 2024 contributed approximately

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$25.0 million and $2.9 million to NOI, respectively. For the six months ended June 30, 2025 and June 30, 2024, the buildings sold after January 1, 2024 contributed approximately $0.4 million and $1.4 million to NOI, respectively. Refer to Note 3 in the accompanying Notes to Consolidated Financial Statements for additional discussion regarding buildings acquired or sold.

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 $4.9 million and $5.8 million to NOI for the six months ended June 30, 2025 and June 30, 2024, respectively. Additionally, there was approximately $1.7 million and $3.6 million of termination, solar, and other income adjustments from certain buildings in our same store portfolio for the six months ended June 30, 2025 and June 30, 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 decreased approximately $1.6 million, or 0.9%, to approximately $176.0 million for the six months ended June 30, 2025 compared to approximately $177.6 million for the six months ended June 30, 2024. The decrease was primarily attributable to a decrease in loss on impairment of approximately $4.1 million, as discussed in Note 3 of the accompanying Notes to Consolidated Financial Statements. This decrease was partially offset by an increase in depreciation and amortization expense of approximately $1.7 million due to an increase in the depreciable asset base from net acquisitions and completed development projects placed into service after June 30, 2024. Additionally, general and administrative expenses increased by approximately $1.4 million primarily due to increases in compensation and other payroll costs.

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 $16.0 million, or 64.8%, to approximately $8.7 million for the six months ended June 30, 2025 compared to approximately $24.6 million for the six months ended June 30, 2024. This decrease was primarily a result of an increase in the gain on the sales of rental property, net of approximately $32.5 million. This decrease was also attributable to a decrease in debt extinguishment and modification expenses of approximately $0.7 million that occurred during the six months ended June 30, 2024 and did not occur during the six months ended June 30, 2025. These increases were partially offset by a decrease in gain on involuntary conversion of approximately $3.9 million, as discussed in Note 3 of the accompany Notes to Consolidated Financial Statements. Additionally, the there was an increase in interest expense of approximately $13.4 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.

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 Securities and Exchange Commission (“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.

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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.

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 sets forth a reconciliation of our FFO attributable to common stockholders and unit holders for the periods presented to net income, the nearest GAAP equivalent.

Three months ended June 30, Six months ended June 30,
Reconciliation of Net Income to FFO (in thousands) 2025 2024 2025 2024
Net income $ 51,063 $ 61,074 $ 144,425 $ 98,527
Rental property depreciation and amortization 74,386 75,213 148,200 146,581
Loss on impairment 888 4,967 888 4,967
Gain on the sales of rental property, net (5,692) (23,086) (55,605) (23,086)
FFO 120,645 118,168 237,908 226,989
Amount allocated to restricted shares of common stock and unvested units (139) (139) (293) (285)
FFO attributable to common stockholders and unit holders $ 120,506 $ 118,029 $ 237,615 $ 226,704

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.

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The following table sets forth a reconciliation of our NOI for the periods presented to net income, the nearest GAAP equivalent.

Three months ended June 30, Six months ended June 30,
Reconciliation of Net Income to NOI (in thousands) 2025 2024 2025 2024
Net income $ 51,063 $ 61,074 $ 144,425 $ 98,527
General and administrative 12,901 11,828 26,207 24,780
Depreciation and amortization 74,473 75,280 148,373 146,707
Interest and other income (3) (14) (8) (25)
Interest expense 33,618 27,372 66,147 52,793
Loss on impairment 888 4,967 888 4,967
Gain on involuntary conversion — (5,717) (1,855) (5,717)
Debt extinguishment and modification expenses — — — 667
Other expenses (58) 595 514 1,158
Gain on the sales of rental property, net (5,692) (23,086) (55,605) (23,086)
Net operating income $ 167,190 $ 152,299 $ 329,086 $ 300,771

Cash Flows

Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024

The following table summarizes our cash flows for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Six months ended June 30, Change
Cash Flows (dollars in thousands) 2025 2024 %
Net cash provided by operating activities $ 215,408 $ 227,397 (5.3) %
Net cash used in investing activities $ 89,629 $ 247,611 (63.8) %
Net cash provided by (used in) financing activities $ (127,327) $ 32,866 (487.4) %

All values are in US Dollars.

Net cash provided by operating activities decreased approximately $12.0 million to approximately $215.4 million for the six months ended June 30, 2025 compared to approximately $227.4 million for the six months ended June 30, 2024. The decrease was attributable to fluctuations in working capital due to timing of payments and rental receipts.

Net cash used in investing activities decreased approximately $158.0 million to approximately $89.6 million for the six months ended June 30, 2025 compared to approximately $247.6 million for the six months ended June 30, 2024. The decrease was primarily attributable to the acquisition of rental property during the six months ended June 30, 2025 of approximately $66.8 million, compared to the acquisition of rental property during the six months ended June 30, 2024 of approximately $281.1 million. This decrease was partially offset by an increase in cash paid for additions of land and buildings and improvements related to development and other capital expenditures of approximately $54.0 million and a decrease in proceeds from sale of rental property, net of approximately $3.1 million during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024.

Net cash provided by (used in) financing activities decreased approximately $160.2 million to approximately $127.3 million net cash used in financing activities for the six months ended June 30, 2025 compared to approximately $32.9 million net cash provided by financing activities for the six months ended June 30, 2024. The decrease was primarily attributable to decrease in net borrowings of approximately $83.0 million and $75.0 million under our unsecured credit facility and unsecured notes, respectively. The decrease was also attributable to an increase of approximately $4.4 million in dividends and distributions paid.

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

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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.

As of June 30, 2025, we had total immediate liquidity of approximately $961.2 million, comprised of approximately $15.4 million of cash and cash equivalents and approximately $945.8 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.

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Indebtedness Outstanding

The following table summarizes certain information with respect to our indebtedness outstanding as of June 30, 2025.

Indebtedness (dollars in thousands) June 30, 2025 Interest Rate(1)(2) Maturity Date Prepayment Terms(3)
Unsecured credit facility:
Unsecured Credit Facility(4) $ 51,000 Term SOFR + 0.875% September 7, 2029 i
Total unsecured credit facility 51,000
Unsecured term loans:
Unsecured Term Loan G 300,000 1.80 % February 5, 2026 i
Unsecured Term Loan A 150,000 2.16 % March 15, 2027 i
Unsecured Term Loan H 187,500 3.35 % January 25, 2028 i
Unsecured Term Loan I 187,500 3.51 % January 25, 2028 i
Unsecured Term Loan F(5) 200,000 4.83 % March 23, 2029 i
Total unsecured term loans 1,025,000
Total unamortized deferred financing fees and debt issuance costs (2,478)
Total carrying value unsecured term loans, net 1,022,522
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 (8,709)
Total carrying value unsecured notes, net 1,966,291
Mortgage note (secured debt):
United of Omaha Life Insurance Company 4,212 3.71 % October 1, 2039 ii
Total mortgage note 4,212
Unamortized fair market value discount (123)
Total carrying value mortgage note, net 4,089
Total / weighted average interest rate(6) $ 3,043,902 4.24 %

(1)Interest rate as of June 30, 2025. At June 30, 2025, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) and Daily Simple Secured Overnight Financing Rate (“Daily SOFR”) was 4.32229% and 4.2990%, 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 0.10% adjustment and a spread of 0.775%. Our unsecured term loans have a stated interest rate of one-month Term SOFR plus a 0.10% adjustment and a spread of 0.85%. As of June 30, 2025, one-month Term SOFR for the Unsecured Term Loans A, G, H, and I was swapped to a fixed rate of 1.31%, 0.95%, 2.50%, and 2.66%, respectively (which includes the 0.10% adjustment). The Unsecured Term Loan F provides for the election of Daily SOFR and effective January 15, 2025, Daily SOFR was swapped to a fixed rate of 3.98% (including the 0.10% adjustment).

(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)

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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 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 June 30, 2025 was approximately $945.8 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 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%.

Our unsecured credit facility, unsecured term loans, unsecured notes, and mortgage note are subject to ongoing compliance with a number of financial and other covenants. As of June 30, 2025, we were in compliance with the applicable financial covenants.

The following table summarizes our debt capital structure as of June 30, 2025.

Debt Capital Structure June 30, 2025
Total principal outstanding (in thousands) $ 3,055,212
Weighted average duration (years) 4.6
% Secured debt 0.1 %
% Debt maturing next 12 months 9.8 %
Net Debt to Real Estate Cost Basis(1) 37.9 %

(1)“Net Debt” means amounts outstanding under our unsecured credit facility, unsecured term loans, unsecured notes, and mortgage note, less cash and cash equivalents. “Real Estate Cost Basis” means 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.

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 June 30, 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.

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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 June 30, 2025. There was no activity for the ATM common stock offering program during the three months ended June 30, 2025, except for the shares sold on a forward basis, as discussed below.

ATM Common Stock Offering Program(1) Date Maximum Aggregate Offering Price (in thousands) Aggregate Available as of June 30, 2025 (in thousands)
2025 $750 million ATM February 13, 2025 $ 750,000 $ 749,554

(1)The 2022 $750 million ATM program was terminated on February 12, 2025.

The following table summarizes the activity for shares sold on a forward basis under the ATM common stock offering program and shares settled during the three and six months June 30, 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.

Forward Sale Agreements Shares Gross Sales<br><br>(in thousands) Weighted Average Gross Sales Price Per Share Weighted Average Net Sales Price Per Share Sales Commissions Per Share(1)
Forward Sale Agreements Outstanding at December 31, 2024 — $ —
New forward sale agreements 4,830 179 $ 37.02 $ 36.65 $ 0.37
Forward sale agreements settled — —
Forward Sale Agreements Outstanding at March 31, 2025 4,830 179
New forward sale agreements 7,228 267 $ 37.00 $ 36.63 $ 0.37
Forward sale agreements settled — —
Forward Sale Agreements Outstanding at June 30, 2025 12,058 $ 446

(1)Upon a forward sale, the equity distribution agent typically earns a sales commission of 1% of the gross sales price.

Subsequent to June 30, 2025, on July 3, 2025, we sold 1,008,200 shares on a forward basis under the ATM common stock offering program at a weighted average sale price of $36.6706 per share (an aggregate of approximately $37.0 million gross sale price), or $36.3079 per share net of commissions, with a scheduled maturity date of July 2, 2026.

Noncontrolling Interest

We own our interests in all of our properties and conduct substantially all of our business through the Operating Partnership. We are the sole member of the sole general partner of the Operating Partnership. As of June 30, 2025, we owned approximately 97.9% of the common units in the 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 the Operating Partnership owned the remaining 2.1%.

We also own joint ventures with third parties primarily engaged in the development and eventual operation of industrial real estate properties. At June 30, 2025, we held a 96.8% interest in a joint venture located in Reno, Nevada, a 91.4% interest in a joint venture located in Concord, North Carolina, and a 95.0% interest in a joint venture located in Shepherdsville, Kentucky.

Interest Rate Risk

We use interest rate swaps to fix the rate of our variable rate debt. As of June 30, 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.

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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, or 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 June 30, 2025, 13 of our interest rate swaps outstanding were in an asset position of approximately $19.7 million and four of our forward-starting interest rate swaps were in a liability position of approximately $1.3 million, including any adjustment for nonperformance risk related to these agreements.

As of June 30, 2025, we had approximately $1,076.0 million of variable rate debt. As of June 30, 2025, all of our outstanding variable rate debt, with the exception of our unsecured credit facility, was fixed with interest rate swaps through initial 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 June 30, 2025, we had letters of credit related to development projects and certain other agreements of approximately $3.2 million. As of June 30, 2025, we had no other material off-balance sheet arrangements.

Item 3.  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 June 30, 2025, we had $1,076.0 million of variable rate debt outstanding. As of June 30, 2025, all of our outstanding variable rate debt, with the exception of our unsecured credit facility which had a balance of $51.0 million, was fixed with interest rate swaps through initial 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 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. If interest rates increased by 100 basis points and assuming we had an outstanding balance of $51.0 million on our unsecured credit facility for the six months ended June 30, 2025, our interest expense would have increased by approximately $0.3 million for the six months ended June 30, 2025.

Item 4.  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 June 30, 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

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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.

Changes in Internal Controls

There was no change to our internal control over financial reporting during the quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. Other Information

Item 1.  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 the Company.

Item 1A.  Risk Factors

Other than the following, there have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 12, 2025.

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 has recently indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken actions related thereto. Most recently, the United States has imposed or sought to impose significant increases to tariffs on foreign goods imported into the United States, including from China, Canada and Mexico, such as steel and aluminum. In response to such actions, some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods. 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 depress economic activity and 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.

Our bylaws designate any state court of competent jurisdiction in the State of Maryland and the United States District Court located within the State of Maryland, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders and provide that claims relating to causes of action arising under the Securities Act may only be brought in federal district courts, which could limit our stockholders’ ability to bring a claim in a judicial forum that the stockholders believe is a more favorable judicial forum for disputes with us or our directors, officers, employees or agents.

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, or any action or proceeding asserting a 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, or any action or proceeding asserting a 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 or proceeding asserting a claim against us or any of our directors, officers, employees, or agents that is governed by the internal

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affairs doctrine. These choice of forum provisions will not apply to actions or proceedings under federal securities laws, including claims arising under the Securities Act or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Equity Securities

During the quarter ended June 30, 2025, the Operating Partnership issued 28,843 common units upon exchange of outstanding long term incentive plan units issued pursuant to the STAG Industrial, Inc. 2011 Equity Incentive Plan, as amended and restated (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 June 30, 2025, we issued 73,194 shares of common stock upon redemption of 73,194 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 June 30, 2025, if any, have previously been disclosed in filings with the SEC.

Item 3. Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

As of the quarter ended June 30, 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 three months ended June 30, 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).

Amended and Restated Bylaws

On July 28, 2025, our board of directors approved the Fourth Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended and Restated Bylaws”), which became effective immediately, to, among other changes:

•adopt provisions related to the SEC’s “universal proxy rules,” as well as certain technical, conforming and clarifying changes in connection therewith, including by clarifying that no stockholder or associated person may solicit proxies in support of a director nominee (other than our board of directors’ nominees) unless such person has complied with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements;

•enhance certain procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of other proposals at stockholder meetings, including requirements related to background information and disclosures regarding proposing stockholders, proposed director nominees and business, and other persons related to a stockholder’s solicitation of proxies;

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•reserve the white proxy card for exclusive use by our board of directors;

•provide that stockholders must give advance notice to the Company of nominations and other proposals to be brought before an annual meeting of not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders;

•provide additional details on the procedures to be followed by stockholders seeking to request that the Company hold a special meeting of stockholders;

•establish 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 MGCL, and any action or proceeding asserting any Internal Corporate Claim, including, without limitation, (a) any claim, or any action or proceeding asserting a 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, or any action or proceeding asserting a 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 or proceeding asserting a claim against us or any of our directors, officers, employees, or agents that is governed by the internal affairs doctrine; provided, however, that this choice of forum provision will not apply to any action or proceeding under federal securities laws, including claims arising under the Securities Act or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction;

•establish 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; and

•incorporate certain technical, modernizing and clarifying changes, including updates to provisions relating to virtual meetings to align with changes to the MGCL.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

2026 Annual Meeting of Stockholders; Date for Submission of Stockholder Proposals

The information set forth above under the heading “Amended and Restated Bylaws” is incorporated herein by reference.

In light of the changes to the notice provisions in the Amended and Restated Bylaws described above, we are revising the deadline for receipt of stockholder proposals to be presented at the 2026 annual meeting of stockholders (other than a stockholder proposal to be included in our proxy statement pursuant to Rule 14a-8 under the Exchange Act) as set forth below.

The Amended and Restated Bylaws provide that in order for a proposal of a stockholder to be presented at the 2026 annual meeting of stockholders, other than a stockholder proposal included in our proxy statement pursuant to Rule 14a-8 under the Exchange Act, it must be received at the Company’s principal executive offices no earlier than the close of business on December 29, 2025, and on or before January 28, 2026. If the 2026 annual meeting is scheduled to take place before March 29, 2026, or after June 27, 2026, then notice must be delivered no earlier than the close of business on the 120th day prior to the 2026 annual meeting and not later than the close of business on the later of the 90th day prior to the 2026 annual meeting or the 10th day following the day on which public announcement of the date of the 2026 annual meeting is first made public. In addition to satisfying the foregoing requirements, under the Amended and Restated Bylaws and to comply with the universal proxy rules, stockholders who intend to solicit proxies for the 2026 Annual Meeting in support of director nominees (other than the Company’s nominees) must provide notice that sets forth the information required by Rule 14a-19 of the rules promulgated under the Exchange Act. Any proposals should be mailed to: STAG Industrial, Inc., One Federal Street, 23rd Floor, Boston, Massachusetts 02110, Attention: Jeffrey M. Sullivan, Executive Vice President, General Counsel and Secretary.

Promotion of Steven T. Kimball to Chief Operating Officer

On July 28, 2025, effective as of August 1, 2025, our board of directors appointed Steven T. Kimball as Executive Vice President and Chief Operating Officer. Mr. Kimball, 58 years old, served as our Executive Vice President—Real Estate Operations since March 2023. From 2021 to 2023, Mr. Kimball served as an Executive Director at PGIM Real Estate (“PGIM”), where he oversaw the asset management of a Northeastern industrial property portfolio, including active joint venture development projects. Before joining PGIM, Mr. Kimball held various positions at Prologis, Inc. (NYSE: PLD) (formerly AMB Property Corporation until 2011) from 1995 to 2021, including serving as Managing Director, Head of

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Operations, East Region from 2014 to 2021, as Senior Vice President, Head of Operations, East Region from 2005 to 2014, and as Senior Vice President, Regional Manager, Chicago from 2000 to 2005.

Before joining AMB Property Corporation in 1995, Mr. Kimball held positions with financial and insurance companies involving real estate assets.

Mr. Kimball holds a Bachelor of Science degree from University of Vermont and a Master of Business Administration from University Colorado Boulder.

In connection with Mr. Kimball’s appointment as Chief Operating Officer, we will enter into an Amended and Restated Executive Employment Agreement with him, dated and effective as of August 1, 2025, to reflect his new position, a base salary at the annual rate of $500,000 and an initial term through December 31, 2026. The Amended and Restated Executive Employment Agreement will otherwise be substantially the same as the Executive Employment Agreement dated March 31, 2023, between us and Mr. Kimball, included as an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on April 26, 2023.

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Item 6.  Exhibits

Exhibit <br>Number Description of Document
3.1 Fourth Amended and Restated Bylaws
10.1 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)
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
101.INS * Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH * Inline XBRL Taxonomy Extension Schema Document
101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 * Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)

*    Filed herewith.

**    Furnished herewith.

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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.
Date: July 29, 2025 BY: /s/ MATTS S. PINARD
Matts S. Pinard
Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer)
BY: /s/ JACLYN M. PAUL
Jaclyn M. Paul
Chief Accounting Officer (Principal Accounting Officer)

48

Document

Exhibit 3.1

FOURTH AMENDED AND RESTATED BYLAWS

of

STAG INDUSTRIAL, INC.

(amended as of July 28, 2025)

ARTICLE I

OFFICES

Section 1.    PRINCIPAL OFFICE. The principal office of STAG Industrial, Inc. (the “Corporation”) in the State of Maryland shall be located at such place as the Board of Directors may designate.

Section 2.    ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.    PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set by the Board of Directors and stated in the notice of the meeting. The Board of Directors is authorized to determine that a meeting not be held at any place, but instead may be held partially or solely by means of remote communication. In accordance with these Bylaws and subject to any guidelines and procedures adopted by the Board of Directors, stockholders and proxy holders may participate in any meeting of stockholders held by means of remote communication and may vote at such meeting as permitted by Maryland law. Participation in a meeting by these means constitutes presence in person at the meeting.

Section 2.    ANNUAL MEETING. An annual meeting of the stockholders for the election of directors of the Corporation (each, a “Director” and, collectively, the “Directors”) and the transaction of any business within the powers of the Corporation shall be held each year on the date and at the time and place set by the Board of Directors, or in the absence of such determination, the annual meeting of the stockholders shall be held on the second Monday in the month of May at 1:00 p.m., Eastern Time.

Section 3.    SPECIAL MEETINGS.

(a)General. The chairman of the Board of Directors, the president, the chief executive officer or the Board of Directors may call a special meeting of the stockholders. Subject to subsection (b) of this Section 3, a special meeting of the stockholders shall also be called by the secretary of the Corporation upon the written request of the stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting. Except as provided in paragraph (4) of subsection (b) of this Section 3, any special meeting shall be held at such place, date and time as may be designated by the chairman of the Board of Directors, president, chief executive officer or Board of Directors, whoever has called the meeting. In fixing a date for any special meeting, the chairman of the Board of Directors, president, chief executive officer or Board of Directors may consider such factors as he, she or it deems relevant within the good faith exercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors to call an annual meeting or a special meeting.

(b)Stockholder Requested Special Meetings.

(1)Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary of the Corporation (the “Record Date Request Notice”) by

registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth in detail the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information and certifications relating to each such stockholder, each individual whom the stockholder proposes to nominate for election or reelection as a Director and each matter proposed to be acted on at the meeting that must be disclosed in connection with the solicitations of proxies for election of Directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall not precede, and shall not be more than, ten (10) days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten (10) days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth (10th) day after the first date on which the Record Date Request Notice is received by the secretary.

(2)In order for any stockholder to request a special meeting, one or more written requests for a special meeting signed by stockholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than a majority (the “Special Meeting Percentage”) of all of the votes entitled to be cast at such meeting (the “Special Meeting Request”) shall be delivered to the secretary. In addition, the Special Meeting Request shall (i) set forth in detail the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (ii) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (iii) set forth the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), the class, series and number of all shares of stock of the Corporation which are owned by each such stockholder and the name and address of the nominee holder for, and class, series and number of, shares owned by such stockholder beneficially but not of record, (iv) be sent to the secretary by registered mail, return receipt requested, and (v) be received by the secretary within sixty (60) days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation or the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

(3)The secretary shall inform the requesting stockholders of the reasonably estimated costs of preparing and mailing the notice of meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 3(b), the secretary receives payment from such requesting stockholder of such reasonably estimated cost prior to the preparation and mailing of any notice of the meeting (including the Corporation’s proxy materials).

(4)In the case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that the date of any Stockholder Requested Meeting shall be not more than ninety (90) days after the record date for such meeting (the “Meeting Record Date”); and provided further that if the Board of Directors fails to designate, within ten (10) days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Stockholder Requested Meeting, then such meeting shall be held at 2:00 p.m. local time on the ninetieth (90th) day after the Meeting Record Date or, if such ninetieth (90th) day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Board of Directors fails to designate a place for a Stockholder Requested Meeting within ten (10) days after the Delivery Date, then such meeting shall be held at the principal executive offices of the Corporation. In the case of any Stockholder Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within thirty (30) days after the Delivery Date, then the close of business on the thirtieth (30th) day after the Delivery Date shall be the Meeting Record Date. The Board of

Directors may revoke the notice for any Stockholder Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of paragraph (3) of subsection (b) of this Section 3.

(5)If written revocations of the Special Meeting Request have been delivered to the secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting to the secretary, the secretary shall: (i) if the notice of meeting has not already been mailed, refrain from mailing the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for the special meeting; or (ii) if the notice of meeting has been mailed and if the secretary first sends to all requesting stockholders who have not revoked requests for a special meeting written notice of any revocation of a request for the special meeting and written notice of the secretary’s intention to revoke the notice of the meeting, revoke the notice of the meeting at any time before ten (10) days before the commencement of the meeting. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6)The chairman of the Board of Directors, the chief executive officer, the president or the Board of Directors may appoint regionally or nationally recognized independent inspectors of elections (who may be the transfer agent for shares of the Corporation, or an affiliate thereof) to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been delivered to the secretary until the earlier of (i) ten (10) Business Days after receipt by the secretary of such purported request, and (ii) such date as the independent inspectors certify to the Corporation that the valid requests received by the secretary represent at least a majority of the issued and outstanding shares of stock that would be entitled to vote at such meeting. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such ten (10) Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(7)For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are authorized or obligated by law, regulation or executive order to close.

Section 4.    NOTICE. Not less than ten (10) nor more than ninety (90) days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business, by electronic transmission, or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless a stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

Subject to subsection (a) of Section 11 of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice.

Section 5.    ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the chairman of the Board of Directors or, in the case of a vacancy in the office or absence of the chairman of the Board of Directors, by one of the following officers present at the meeting: the vice chairman of the Board of Directors, if there be one, the president, the vice presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary, or, in the secretary’s absence, an assistant secretary, or in the absence of both the secretary and assistant secretaries, an individual appointed by the Board of Directors or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of the stockholders, an assistant secretary, or in the absence of assistant secretaries, an individual appointed by the Board of Directors or, in the absence of such appointment, an individual appointed by the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation: (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies or other such individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when the polls should be opened and closed; (f) maintaining order and security at the meeting; (g) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (h) determining the circumstances in which any person may make a statement or ask questions at such meeting; (i) restricting the use of audio/visual recording devices and cell phones at the meeting; and (j) concluding the meeting or recessing or adjourning the meeting to a later date and time and place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6.     QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the Corporation (the “Charter”) for the vote necessary for the adoption of any measure. If, however, such quorum shall not be present at any meeting of the stockholders, the chairman of the meeting shall have the power to adjourn the meeting from time to time to a date not more than one hundred twenty (120) days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The stockholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 7.     VOTING.

(a)Uncontested Director Elections. Except as otherwise provided in the Charter with respect to the terms of any class or series of shares of stock, in these Bylaws with respect to the filling of vacancies on the Board of Directors or in this Section 7, each Director shall be elected by a majority of the votes cast with respect to the Director at any meeting of stockholders duly called for the election of Directors and at which a quorum is present. For purposes of the preceding sentence, a “majority of the votes” cast means the number of shares voted “for” a Director exceeds the number of shares voted “against” that Director. Each share may be voted for as many individuals as there are Directors to be elected and for whose election the share is entitled to be voted.

(b)Contested Director Elections. Notwithstanding the foregoing, each Director shall be elected by a plurality of the votes cast at a meeting of stockholders duly called for the election of Directors and at

which a quorum is present if (1) the Board of Directors determines that the number of nominees for election as Directors at such meeting exceeds the number of Directors to be elected, or (2) the secretary of the Corporation receives notice that a stockholder has nominated an individual for election as a Director in compliance with the requirements of advance notice of Proposed Nominees (as defined below) for Directors set forth in Section 11 of this Article II and, as a result of which, the number of nominees for election as Directors at such meeting exceeds the number of Directors to be elected, unless, on or before the close of business on the tenth (10th) day prior to the date the Corporation files its definitive proxy statement for such meeting with the Securities and Exchange Commission (regardless of whether thereafter revised or supplemented), such nomination has been (i) withdrawn by such stockholder in writing to the secretary, (ii) determined by the Board of Directors (or a committee thereof) pursuant to these Bylaws, or, if challenged in court, by a final court order, not to be a valid and effective notice of nomination, or (iii) determined by the Board of Directors (or a committee thereof) not to create a bona fide election contest. Each share may be voted for as many individuals as there are Directors to be elected and for whose election the share is entitled to be voted.

(c)Generally. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Charter of the Corporation. Unless otherwise provided by statute or by the Charter, each outstanding share of stock, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders.

Section 8.    PROXIES. A stockholder may cast the votes entitled to be cast by the shares of stock owned of record by the stockholder in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Every proxy must be authorized by an instrument in writing or by a transmission permitted by law, including Rule 14a-19 promulgated under the Exchange Act, filed with the secretary of the Corporation before or at the meeting in accordance with procedure established for the meeting. No proxy shall be valid more than eleven (11) months after its date, unless otherwise provided in the proxy. Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use of proxies solicited by the Board of Directors.

Section 9.    VOTING OF SHARES BY CERTAIN HOLDERS. Shares of stock of the Corporation registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, a general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such shares pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such shares. Any fiduciary may vote shares of stock registered in his or her name as such fiduciary, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the stockholder of record of the specified shares of stock in place of the stockholder who makes the certification.

Section 10.    INSPECTORS. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more individual inspectors or one or more entities that designate individuals as inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the individual presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the chairman of the meeting. The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. Each such report shall be in writing and signed by him or her or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 11.    ADVANCE NOTICE OF PROPOSED NOMINEES FOR DIRECTOR AND OTHER PROPOSALS BY STOCKHOLDERS.

(a)Annual Meetings of Stockholders.

(1)Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors, or (iii) by any stockholder of the Corporation who was a stockholder of record both at the time of giving of notice by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting and who has complied with this Section 11(a).

(2)For nominations for election to the Board of Directors or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (1) of this Section 11(a), the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and such notice shall set forth all information required under this Section 11 and any business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s written notice shall set forth all information and certifications required under this Section 11 and shall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the ninetieth (90th) day prior to the first (1st) anniversary of the date of the preceding year’s annual meeting of stockholders nor earlier than the one hundred twentieth (120th) day prior to the first (1st) anniversary of the date of the preceding year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting of stockholders is advanced by more than thirty (30) days or delayed by more than sixty (60) days from the first (1st) anniversary of the date of the preceding year’s annual meeting of stockholders, notice by the stockholder to be timely must be delivered to the secretary at the principal executive office of the Corporation not earlier than on the one hundred twentieth (120th) day prior to the scheduled date of such annual meeting of stockholders and not later than 5:00 p.m., Eastern Time, on the later of the ninetieth (90th) day prior to the scheduled date of such annual meeting of stockholders or the tenth (10th) day following the day on which public announcement of the date of the annual meeting of stockholders is first made by the Corporation. In no event shall the public announcement of a postponement or adjournment of an annual meeting of stockholders to a later date or time commence a new time period for the giving of a stockholder’s notice as described above.

(3)Such stockholder’s notice shall set forth:

(i)as to each individual whom the stockholder proposes to nominate for election or reelection as a Director (each, a “Proposed Nominee”):

(A)the name, age, business address and residence address of such individual;

(B)the class, series and number of any shares of stock of the Corporation that are beneficially owned by such individual;

(C)the date such shares were acquired and the investment intent of such acquisition; and

(D)all other information relating to such individual that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies for the election of Directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act (including such individual’s written consent to being named in a proxy statement as a Proposed Nominee and to serving as a Director if elected);

(ii)as to any other business that the stockholder proposes to bring before the meeting:

(A)a description in reasonable detail of such business, the complete text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event such business includes a proposal to amend the Charter or these Bylaws, the language of the proposed amendment) intended to be presented at the annual meeting, the reasons for proposing such business at the meeting and any material interest in such business of such stockholder and any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder and the Stockholder Associated Person therefrom; and

(B)any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Regulation 14A (or any successor provision) of the Exchange Act;

(iii)as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person:

(A)the class, series and number of all shares of stock or other securities of the Corporation or any affiliate thereof (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Company Securities of any such person;

(B)the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person;

(C)whether and the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six (6) months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to manage risk or benefit of changes in the price of Company Securities for such stockholder, Proposed Nominee or Stockholder Associated Person or to increase or decrease the voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof disproportionately to such person’s economic interest the Company Securities;

(D)any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, individually or in the aggregate, in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series; and

(E)a description in reasonable detail of all material relationships or agreements, arrangements or understandings between such stockholder and any Stockholder Associated Person, on the one hand, and such Proposed Nominee and any other person or persons (naming such person or persons), on the other hand, pursuant to which the nomination is to be made by such stockholder;

(iv)as to the stockholder giving the notice and any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this Section 11(a)(3):

(A)the name and address of such stockholder, as they appear on the Corporation’s books, and

(B)the current name and business address, if different, of each such Stockholder Associated Person;

(v)to the extent known by the stockholder giving the notice, the name and address of any other person supporting the Proposed Nominee or the proposal of other business;

(vi)if the stockholder is proposing one or more Proposed Nominees, a representation from such stockholder, the Proposed Nominee and/or any Stockholder Associated Person as to whether any of them intends or is part of a group that intends to engage in a solicitation in support of Director nominees other than the Board of Directors’ nominees in accordance with Rule 14a-19 promulgated under the Exchange Act (including a statement that any

such person intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of Directors in support of Director nominees other than the Board of Directors’ nominees), and, if so, confirming the names of the participants in the solicitation (as defined in Item 4 of Schedule 14A under the Exchange Act); and

(vii)all other information regarding the stockholder giving the notice and each Stockholder Associated Person that would be required to be disclosed by the stockholder in connection with the solicitation of proxies for the election of Directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act.

(4)Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by:

(i)a written representation executed by the Proposed Nominee certifying that such Proposed Nominee (A) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than the Corporation in connection with service or action as a Director that has not been disclosed to the Corporation, (B) consents to be named in a proxy statement as a nominee, (C) consents to serve as a Director of the Corporation if elected and will notify the Corporation simultaneously with the notification to the stockholder of the Proposed Nominee’s actual or potential unwillingness or inability to serve as a Director, (D) does not need any permission or consent from any third party to serve as a Director, if elected, that has not been obtained, including any employer or any other board on which such Proposed Nominee serves, and (E) a representation as to whether the Proposed Nominee will act as a “dual fiduciary” with respect to the stockholder giving the notice or any Stockholder Associated Person, whether the Proposed Nominee and the stockholder giving the notice or any Stockholder Associated Person will consult with each other on an ongoing basis with respect to the business, affairs and/or plans of the Corporation, and whether the Proposed Nominee will be expected to present to the Board of Directors materials prepared by the stockholder giving the notice or any Stockholder Associated Person;

(ii)a signed and completed Proposed Nominee questionnaire with respect to the background and qualifications of the Proposed Nominee in the form provided by the Corporation (which questionnaire shall be provided by the Corporation, upon request, to a stockholder of record of the Corporation); and

(iii)a certificate executed by the stockholder certifying that such stockholder will (A) comply with Rule 14a-19 promulgated under the Exchange Act in connection with such stockholder’s solicitation of proxies in support of any Proposed Nominee, (B) notify the Corporation as promptly as practicable of any determination by the stockholder to no longer solicit proxies for the election of any Proposed Nominee as a Director at the meeting, (C) furnish such other or additional information as the Corporation may request for the purpose of determining whether the requirements of this Section 11 have been complied with and of evaluating any nomination or other business described in the stockholder’s notice, and (D) appear in person or by proxy at the meeting to nominate any Proposed Nominees or to bring such business before the meeting, as applicable.

(5)Notwithstanding anything in this Section 11(a) to the contrary, in the event the Board of Directors increases the number of Directors to be elected to the Board of Directors, and there is no public announcement of such action at least one hundred (100) days prior to the first (1st) anniversary of the date of the preceding year’s annual meeting of stockholders, a stockholder’s notice required by this Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if the notice shall be delivered to the secretary at the principal executive offices of the Corporation not later than 5:00 p.m.,

Eastern Time, on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(6)For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder, and (iii) any person controlling, controlled by or under common control, with such Stockholder Associated Person.

(b)Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which Directors are to be elected pursuant to the Corporation’s notice of meeting, and either (1) by or at the direction of the Board of Directors, or (2) provided that the Board of Directors has determined that Directors shall be elected at such special meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice by the stockholder provided for in this Section 11(b) and at the time of the special meeting, who is entitled to vote at the meeting and who complied with this Section 11(b). In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a Director as specified in the Corporation’s notice of meeting, if the stockholder’s notice containing the information required by paragraph (2) of subsection (a) of this Section 11 shall be delivered to the secretary at the principal executive offices of the Corporation not earlier than 5:00 p.m., Eastern Time, on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a stockholder’s notice as described above.

(c)General.

(1)Upon written request by the secretary or the Board of Directors or any committee thereof, any stockholder proposing a Proposed Nominee for election as a Director or any proposal for other business at a meeting of stockholders shall provide, within five (5) Business Days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 11. If a stockholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed not to have been provided in accordance with this Section 11.

(2)Only such individuals who are nominated in accordance with the procedures set forth in this Section 11 shall be eligible for election by stockholders as Directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 11. For the avoidance of doubt, a stockholder proposing a Proposed Nominee shall have no right to (i) nominate a number of Proposed Nominees that exceeds the number of Directors to be elected at the meeting or (ii) substitute or replace any Proposed Nominee unless such substitute or replacement is nominated in accordance with this Section 11 (including the timely provision of all information and certifications with respect to such substitute or replacement Proposed Nominee in accordance with the deadlines set forth in this Section 11). If any individual who is nominated in accordance with this Section 11 becomes unwilling or unable to serve on the Board of Directors, then the nomination with respect to such individual shall no longer be valid and no votes may validly be cast for such individual. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11 and, if any proposed nomination or business is not in compliance with this Section 11, to declare that such defective nomination or proposal shall be disregarded.

(3)For purposes of this Section 11, “public announcement” shall mean disclosure (i) in a press release transmitted to the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or comparable news service, or (ii) in a document publicly filed by the Corporation with the Securities and Exchange Commission.

(4)Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of state and federal law, including the Exchange Act, with respect to the matters set forth in this Section 11 and Section 3 of this Article II, as applicable. If any stockholder, Proposed Nominee or Stockholder Associated Person provides notice pursuant to Rule 14a-19 under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five (5) Business Days prior to the scheduled date of the applicable meeting of stockholders, reasonable evidence that it has met all of the applicable requirements of Rule 14a-19 under the Exchange Act. Without limiting the generality of the foregoing, and in addition to the other requirements in these Bylaws, unless otherwise required by law, if any stockholder, Proposed Nominee or Stockholder Associated Person (i) provides notice pursuant to Rule 14a-19(b) under the Exchange Act or includes the information required by Rule 14a-19 in a preliminary or definitive proxy statement previously filed by such person (it being understood that such notice or filing shall be in addition to the stockholder’s notice required by subsections (a) and (b) of this Section 11, as applicable), and (ii) (A) subsequently fails to comply with any of the requirements of Rule 14a-19 under the Exchange Act or any other rules and regulations thereunder, or (B) fails to provide reasonable evidence of such compliance as required by this Section 11(c)(4), then the Corporation shall disregard the stockholder’s nomination of any Proposed Nominees and any proxies or votes solicited for any Proposed Nominees. Nothing in this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, nor the right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Subject to the foregoing provisions of this Section 11, a resolution or motion shall be considered for vote only if proposed by a stockholder or a duly authorized proxy and seconded by a stockholder or duly authorized proxy other than the stockholder who proposed the resolution or motion.

Section 12.    VOTING BY BALLOT. Voting on any question or in any election may be viva voce unless the presiding officer shall order that voting be by ballot.

Section 13.    CONTROL SHARE ACQUISITION ACT. Title 3, Subtitle 7 of the Maryland General Corporation Law (the “MGCL”), or any successor statute shall not apply to any acquisition by any person of shares of stock of the Corporation.

Section 14.    BUSINESS COMBINATION ACT. By virtue of resolutions adopted by the Board of Directors prior to or at the time of adoption of these Bylaws, any business combination (as defined in Section 3-601(e) of the MGCL) between the Corporation and any of its present or future stockholders, or any affiliates or associates of the Corporation or any present or future stockholder of the Corporation, or any other person or entity or group of persons or entities, is exempt from the provisions of Subtitle 6 of Title 3 of the MGCL entitled “Special Voting Requirements,” including, but not limited to, the provisions of Section 3-602 of such Subtitle. The Board of Directors may not revoke, alter or amend such resolution or otherwise adopt any resolution that is inconsistent with a prior resolution of the Board of Directors that exempts any business combination (as defined in Section 3-601(e) of the MGCL) between the Corporation and any other person, whether identified specifically, generally or by type from the provisions of Subtitle 6 of Title 3 of the MGCL without the approval of stockholders entitled to cast a majority of all votes cast by the holders of the issued and outstanding shares of common stock of the Corporation.

ARTICLE III

DIRECTORS

Section 1.    GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

Section 2.    NUMBER, TENURE AND QUALIFICATIONS. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Directors may establish, increase or decrease the number of Directors; provided that the number thereof shall never be less than the minimum number required by the MGCL, nor more than fifteen (15); and provided further that the tenure of office of a Director shall not be affected by any decrease in the number of Directors. A Director shall be an individual at least 21 years of age who is not under legal disability. A majority of the Board of Directors shall be Directors whom the Board has determined are “independent” under the standards established by the Board of Directors. All nominations must be submitted through and approved by the Nominating and Corporate Governance Committee and follow the nominating process established by that committee for the nomination of Directors and must satisfy the standards for membership on the Board of Directors approved by that committee from time to time.

Section 3.    ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place for the holding of regular meetings of the Board of Directors without other notice than such resolution.

Section 4.    SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairman of the Board of Directors, the chief executive officer, the president or by a majority of the Directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place for the holding of special meetings of the Board of Directors without notice other than such resolution.

Section 5.    NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, United States mail or courier to each Director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least twenty four (24) hours prior to the meeting. Notice by United States mail shall be given at least three (3) days prior to the meeting. Notice by courier shall be given at least two (2) days prior to the meeting. Telephone notice shall be deemed to be given when the Director or his or her agent is personally given such notice in a telephone call to which the Director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the Director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the Director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 6.    QUORUM. A majority of the Directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors; provided that, if less than a majority of such Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter, these Bylaws or the provisions of any applicable committee charter, the vote of a majority of a particular group of Directors is required for action, a quorum must also include a majority of such group.

The Directors present at a meeting which has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

Section 7.    VOTING. The action of the majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. If enough Directors have withdrawn from a

meeting to leave less than a quorum but the meeting is not adjourned, the action of a majority of that number of Directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.

Section 8.    ORGANIZATION. At each meeting of the Board of Directors, the chairman of the Board of Directors or, in the absence of the chairman, the vice chairman of the Board of Directors, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the Board of Directors, the chief executive officer or in the absence of the chief executive officer, the president or in the absence of the president, a Director chosen by a majority of the Directors present, shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation, or in the absence of the secretary and all assistant secretaries, a person appointed by the chairman of the meeting, shall act as secretary of the meeting.

Section 9.    TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear, and speak to, each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10.    CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a consent in writing or by electronic transmission to such action is given by each Director and is filed in paper or electronic form with the minutes of proceedings of the Board of Directors.

Section 11.    VACANCIES. If for any reason any or all the Directors cease to be Directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining Directors hereunder (even if fewer than three Directors remain). Except as may be provided by the Board of Directors in setting the terms of any class or series of shares of stock, any vacancy on the Board of Directors may be filled only by a majority of the remaining Directors and in accordance with the Director qualifications set forth in Section 2 of this Article III, even if the remaining Directors do not constitute a quorum. Any Director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies.

Section 12.    COMPENSATION. Directors shall not receive any stated salary for their services as Directors, but, by resolution of the Directors, Directors that are not employed by the Corporation may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned, leased or to be acquired by the Corporation and for any service or activity they performed or engaged in as Directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they performed or engaged in as Directors; but nothing herein contained shall be construed to preclude any Directors from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13.    RESIGNATION OF DIRECTORS. Any Director may resign by written notice to the Board of Directors, effective upon execution and delivery to the Corporation of such written notice or upon any future date specified in the notice.

Section 14.    LOSS OF DEPOSITS. No Director shall be liable for any loss which may occur by reason of the failure of the bank, trust company, savings and loan association, or other institution with whom moneys or shares of stock have been deposited.

Section 15.    SURETY BONDS. Unless required by law, no Director shall be obligated to give any bond or surety or other security for the performance of any of his or her duties.

Section 16.    RELIANCE. Each Director, officer, employee and agent of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be fully justified and protected with regard to any act or failure to act in reliance in good faith upon the books of account or other records of the Corporation, upon an

opinion of counsel or upon reports made to the Corporation by any of its officers or employees or by the adviser, accountants, appraisers or other experts or consultants selected by the Board of Directors or officers of the Corporation, regardless of whether such counsel or expert may also be a Director, to the extent set forth in Section 2-405.1 (or any successor provision) of the MGCL.

Section 17.    CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The Directors shall have no responsibility to devote their full time to the affairs of the Corporation. Any Director or officer, employee or agent of the Corporation, in his or her personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to or in addition to or in competition with those of or relating to the Corporation, except as set forth in a written agreement between the Corporation and such Director or officer, employee or agent of the Corporation; provided that such Director or officer, employee or agent complies with the applicable terms of the then existing conflicts of interest policy of the Corporation.

ARTICLE IV

COMMITTEES

Section 1.    NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members an Executive Committee, an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and other committees, composed of one or more Directors as required by applicable law, to serve at the pleasure of the Board of Directors.

Section 2.    POWERS. The Board of Directors may delegate to committees appointed under Section 1 of this Article IV any of the powers of the Board of Directors, except as prohibited by law.

Section 3.    MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors.

A majority of the members of any committee shall be present in person at any meeting of such committee in order to constitute a quorum for the transaction of business at such meeting, and the act of a majority of the committee members present shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of such chairman, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board of Directors shall otherwise provide. In the event of the absence or disqualification of any member of any such committee, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may appoint another Director to act at the meeting in the place of such absent or disqualified member.

Each committee shall keep minutes of its proceedings and shall report the same to the Board of Directors at the next succeeding meeting, and any action by the committee shall be subject to revision and alteration by the Board of Directors to the extent permissible by applicable law; provided that no rights of third persons shall be affected by any such revision or alteration.

Section 4.    TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5.    CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed in paper or electronic form with the minutes of proceedings of such committee.

Section 6.    VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

OFFICERS

Section 1.    GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chairman of the Board of Directors, a vice chairman of the Board of Directors, a chief executive officer, one or more vice presidents, a chief investment officer, a chief operating officer, a chief financial officer, a chief accounting officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The officers of the Corporation shall be elected annually by the Board of Directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries, assistant treasurers or other officers. Each officer shall hold office until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

Section 2.    REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Board of Directors, the chairman of the Board of Directors, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the notice of resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 3.    VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 4.    CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. The chief executive officer, in general, shall perform all duties incident to the office of chief executive officer and such other responsibilities and duties as may be prescribed by the Board of Directors from time to time. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed.

Section 5.    CHIEF INVESTMENT OFFICER. The Board of Directors may designate a chief investment officer. The chief investment officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

Section 6.    CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

Section 7.    CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

Section 8.    CHIEF ACCOUNTING OFFICER. The Board of Directors may designate a chief accounting officer. The chief accounting officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

Section 9.    CHAIRMAN OF THE BOARD. The Board of Directors may designate a chairman of the Board of Directors. The chairman of the Board of Directors shall preside over the meetings of the Board of Directors and of the stockholders at which he or she shall be present. The chairman of the Board of Directors shall perform such other duties as may be assigned to him or her by the Board of Directors.

Section 10.    PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

Section 11.    VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the chief executive officer, president or by the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice president, senior vice president or as vice president for particular areas of responsibility.

Section 12.    SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or by the Board of Directors.

Section 13.    TREASURER. The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation.

The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

If required by the Board of Directors, the treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, moneys and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Section 14.    ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, president or the Board of Directors. The assistant

treasurers shall, if required by the Board of Directors, give bonds for the faithful performance of their duties in such sums and with such surety or sureties as shall be satisfactory to the Board of Directors.

Section 15.    SALARIES. The salaries and other compensation of the officers shall be fixed from time to time by the Board of Directors or a committee thereof and no officer shall be prevented from receiving such salary or other compensation by reason of the fact that he or she is also a Director.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1.    CONTRACTS. The Board of Directors or a committee thereof within the scope of its delegated authority may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors or such committee and executed by an authorized person.

Section 2.    CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.

Section 3.    DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may designate.

ARTICLE VII

STOCK

Section 1.    CERTIFICATES. Except as otherwise provided in these Bylaws, this Article VII shall not be interpreted to limit the authority of the Board of Directors to issue some or all of the shares of any or all of the Corporation’s classes or series without certificates. Each stockholder, upon written request to the secretary of the Corporation, shall be entitled to a certificate or certificates which shall represent and certify the number of shares of each class of stock held by him, her or it in the Corporation. Each certificate shall be signed by the chairman or vice chairman of the board, the chief executive officer, the chief operating officer, the president, the chief financial officer or a vice president and countersigned by the secretary or an assistant secretary or the treasurer or an assistant treasurer and may be sealed with the seal, if any, of the Corporation. The signatures may be either manual or facsimile. Certificates shall be consecutively numbered; and if the Corporation shall, from time to time, issue several classes of shares of capital stock, each class may have its own number series. A certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued. Each certificate representing shares of capital stock which are restricted as to their transferability or voting powers, which are preferred or limited as to their dividends or as to their allocable portion of the assets upon liquidation or which are redeemable at the option of the Corporation, shall have a statement of such restriction, limitation, preference or redemption provision, or a summary thereof, plainly stated on the certificate. If the Corporation has authority to issue shares of capital stock of more than one class, the certificate shall contain on the face or back a full statement or summary of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of each class of shares of capital stock and, if the Corporation is authorized to issue any preferred or special class in series, the differences in the relative rights and preferences between the shares of each series to the extent they have been set and the authority of the Board of Directors to set the relative rights and preferences of subsequent series. In lieu of such statements or summaries, the Corporation may set forth upon the face or back of the certificate a statement that the Corporation will furnish to any stockholder, upon receipt of a written request and without charge, a full statement of such information.

Section 2.    TRANSFERS. Upon surrender to the Corporation or the transfer agent of the Corporation of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class of stock will be subject in all respects to the Charter of the Corporation and all of the terms and conditions contained therein.

Section 3.    REPLACEMENT CERTIFICATE. Any officer designated by the Board of Directors may direct a new certificate to be issued in place of any certificate previously issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing the issuance of a new certificate, an officer designated by the Board of Directors may, in his or her discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or the owner’s legal representative to advertise the same in such manner as he or she shall require and/or to give bond, with sufficient surety, to the Corporation to indemnify it against any loss or claim which may arise as a result of the issuance of a new certificate.

Section 4.    CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of stockholders, not less than ten (10) days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

In lieu of fixing a record date, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not longer than twenty (20) days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten (10) days before the date of such meeting.

Except as otherwise set forth in these Bylaws, if no record date is fixed and the stock transfer books are not closed for the determination of stockholders, (a) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at 5:00 p.m., Eastern Time, on the day on which the notice of meeting is mailed or the thirtieth (30th) day before the meeting, whichever is the closer date to the meeting, and (b) the record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any other rights shall be 5:00 p.m., Eastern Time, on the day on which the resolution of the Board of Directors, declaring the dividend or allotment of rights, is adopted.

When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (a) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (b) the meeting is adjourned to a date more than one hundred twenty (120) days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

Section 5.    STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 6.    FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may issue fractional stock or provide for the issuance of scrip, all on such terms and under such conditions as they may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors may issue units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Section 1.    AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or shares of stock of the Corporation, subject to the provisions of law and the Charter.

Section 2.    CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends or other distributions, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine to be in the best interest of the Corporation, and the Board of Directors may modify or abolish any such reserve.

ARTICLE X

INVESTMENT POLICIES

Subject to the provisions of the Charter, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation, as it shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

Section 1.    SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall have inscribed thereon the name of the Corporation and the year of its formation. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2.    AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE XII

INDEMNIFICATION AND ADVANCE OF EXPENSES

To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former Director or officer of the Corporation and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in that capacity or (b) any individual who, while a Director or officer of the Corporation and at the request of the Corporation, serves or has served as a Director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in that capacity. The Corporation may, with the approval of its Board of Directors or any duly authorized committee thereof, provide such indemnification and advancement of expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. The indemnification and payment of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment of expenses may be or may become entitled under any bylaw, regulation, insurance, agreement or otherwise.

Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Bylaws or Charter of the Corporation inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

ARTICLE XIII

WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing, or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE XIV

AMENDMENT OF BYLAWS

These Bylaws may be altered, amended or repealed or new bylaws may be adopted (a) by the Board of Directors, or (b) by the affirmative vote of a majority of all votes entitled to be cast by the holders of the issued and outstanding shares of common stock of the Corporation; provided, however, that Sections 13 and 14 of Article II of these Bylaws may not be altered, amended or repealed by the Board of Directors without the affirmative vote of a majority of the votes cast on the matter by the holders of the issued and outstanding shares of common stock of the Corporation. Notwithstanding anything to the contrary herein, the provision in the preceding sentence governing the amendment of Sections 13 and 14 of Article II of these Bylaws may not be altered, amended or repealed by the Board of Directors without the affirmative vote of a majority of all votes entitled to be cast by the holders of the issued and outstanding shares of common stock of the Corporation.

ARTICLE XV

EXCLUSIVE FORUM FOR CERTAIN LITIGATION

Section 1.    CERTAIN STATE LAW CLAIMS. Unless the Corporation consents 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, to the fullest extent permitted by law, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, other than actions arising under federal securities laws, (b) any Internal Corporate Claim, as such term is defined in the MGCL, or any successor provision thereof, and any action or proceeding asserting any Internal Corporate Claim, including, without limitation, (1) any claim, or any action or proceeding asserting a claim, based on an alleged breach of any duty owed by any Director, officer, employee or agent of the Corporation to the Corporation or to the stockholders of the Corporation, or (2) any claim, or any action or proceeding asserting a claim, against the Corporation or any Director, officer, employee or agent of the Corporation arising under or pursuant to any provision of the MGCL, the Charter or these Bylaws, or (c) any other action or proceeding asserting a claim against the Corporation or any Director, officer, employee or agent of the Corporation that is governed by the internal affairs doctrine. None of the foregoing claims, actions or proceedings may be brought in any federal or state court sitting outside the State of Maryland unless the Corporation consents in writing to such other court. The provisions of this Section 1 do not apply to any action or proceeding under federal securities laws, including claims arising under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.

Section 2.    SECURITIES ACT CLAIMS. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, 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.

21

Document

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, William R. Crooker, certify that:

1.I have reviewed this quarterly report on Form 10-Q of STAG Industrial, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 29, 2025 /s/ WILLIAM R. CROOKER
William R. Crooker<br><br>President and Chief Executive Officer

Document

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Matts S. Pinard, certify that:

1.I have reviewed this quarterly report on Form 10-Q of STAG Industrial, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 29, 2025 /s/ MATTS S. PINARD
Matts S. Pinard<br><br>Chief Financial Officer, Executive Vice President and Treasurer

Document

Exhibit 32.1

Certification Pursuant To

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of STAG Industrial, Inc. on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officers of STAG Industrial, Inc., certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report, containing the financial statements, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of STAG Industrial, Inc.

Date: July 29, 2025 /s/ WILLIAM R. CROOKER
William R. Crooker<br><br>President and Chief Executive Officer
/s/ MATTS S. PINARD
Matts S. Pinard<br><br>Chief Financial Officer, Executive Vice President and Treasurer

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