STAG INDUSTRIAL,INC. (NYSE:STAG) Files An 8-K Other Events

ITEM 8.01. OTHER EVENTS

On April7, 2017, STAG Industrial,Inc. (the Company) and its
operating partnership, STAG Industrial Operating Partnership,
L.P., entered into separate equity distribution agreements with
Robert W. Baird Co. Incorporated, BBT Capital Markets, a division
of BBT Securities, LLC, Merrill Lynch, Pierce, Fenner Smith
Incorporated, BMO Capital Markets Corp., Cantor Fitzgerald Co.,
Capital One Securities,Inc., Citigroup Global Markets Inc.,
Evercore Group L.L.C., Jefferies LLC, Morgan Stanley Co. LLC,
Raymond James Associates,Inc., RBC Capital Markets, LLC, and
Wells Fargo Securities, LLC (or certain of their respective
affiliates), acting in their capacity as Sales Agents (as
described below) or as Forward Sellers (as described below),
relating to the offer and sale of shares of the Companys common
stock having an aggregate offering price of up to $300,000,000
(the Shares). The Company refers to these entities, when acting
in their capacity as sales agents, individually as a Sales Agent
and collectively as Sales Agents. The Company refers to these
entities, when acting as agents for Forward Purchasers (as
described below), individually as a Forward Seller and
collectively as Forward Sellers.

Sales of the Shares, if any, may be made in negotiated
transactions, which may include block trades, or transactions
that are deemed to be at the market offerings as defined in
Rule415 under the Securities Act of 1933, as amended, including
sales made directly on the New York Stock Exchange or sales made
to or through a market maker other than on an exchange.

The equity distribution agreements provide that, in addition to
the issuance and sale of the Shares through the Sales Agents, the
Company also may enter into forward sale agreements under
separate master forward sale agreements and related supplemental
confirmations between the Company and a Forward Seller or its
affiliate. The Company refers to these entities, when acting in
this capacity, individually as a Forward Purchaser and
collectively as Forward Purchasers. In connection with each
particular forward sale agreement, the relevant Forward Purchaser
will borrow from third parties and, through the relevant Forward
Seller, sell a number of shares of common stock equal to the
number of shares of common stock underlying the particular
forward sale agreement.

The Company will not initially receive any proceeds from the sale
of borrowed shares of common stock by a Forward Seller. The
Company expects to fully physically settle each particular
forward sale agreement with the relevant Forward Purchaser on one
or more dates specified by the Company on or prior to the
maturity date of that particular forward sale agreement, in which
case the Company will expect to receive aggregate net cash
proceeds at settlement equal to the number of shares underlying
the particular forward sale agreement multiplied by the relevant
forward sale price. However, the Company may also elect to cash
settle or net share settle a particular forward sale agreement,
in which case the Company may not receive any proceeds from the
issuance of shares, and we will instead receive or pay cash (in
the case of cash settlement) or receive or deliver shares of our
common stock (in the case of net share settlement).

Each Sales Agent will receive from the Company a commission that
will not exceed, but may be lower than, 2.0% of the gross sales
price of all Shares sold through it as Sales Agent under the
applicable equity distribution agreement. In connection with each
forward sale, the Company will pay the relevant Forward Seller,
in the form of a reduced initial forward sale price under the
related forward sale agreement with the related Forward
Purchaser, commissions at a mutually agreed rate that shall not
be more than 2.0% of the gross sales price of all borrowed Shares
sold by it as a Forward Seller.

The Company may also sell some or all of the Shares to a Sales
Agent as principal for its own account at a price agreed upon at
the time of sale.

The Shares will be issued to the Companys shelf registration
statement on FormS-3 (Registration No.333-209722), which
initially became effective upon filing with the Securities and
Exchange Commission (SEC) on February25, 2016, as amended by the
post-effective amendment no. 1 to the registration statement,
which became effective upon filing with the SEC on April7, 2017,
and a prospectus supplement dated April7, 2017, as the same may
be amended or supplemented. In connection with the offering of
the Shares, the Company terminated the equity distribution
agreements, dated November8, 2016, between the Company and each
of the sales agents under the Companys prior at the market
offering.

About STAG INDUSTRIAL, INC. (NYSE:STAG)

STAG Industrial, Inc. is a real estate investment trust. The Company is focused on the acquisition, ownership, and operation of single-tenant, industrial properties across the United States. As of December 31, 2016, the Company owned 314 buildings in 37 states with approximately 60.9 million rentable square feet, consisting of 243 warehouse/distribution buildings, 54 light manufacturing buildings, 16 flex/office buildings, and one building in redevelopment. The Company owns all of its properties and conducts its business primarily through STAG Industrial Operating Partnership, L.P. (Operating Partnership). The Company invests in properties historically used for industrial, light manufacturing and commercial purposes. As of December 31, 2016, the Company’s properties were in various locations, such as Montgomery, Alabama; Rogers, Arkansas; Phoenix, Arizona; Sparks, Maryland; Camarillo, California, and Golden and Grand Junction in Colorado.

STAG INDUSTRIAL, INC. (NYSE:STAG) Recent Trading Information

STAG INDUSTRIAL, INC. (NYSE:STAG) closed its last trading session up +0.20 at 25.74 with 534,462 shares trading hands.