STAG Industrial Inc 美股招股说明书（2026年2月12日版）

Common Stock This supplement is being filed to supplement and amend certain information in the prospectus supplement, dated February13,2025 (the “prospectus supplement”), and the base prospectus, dated February12, 2025 (the “prospectus”), pursuant to the separateequity distribution agreements (the “equity distribution agreements”) with each of Robert W. Baird& Co. Incorporated, BofASecurities,Inc., BMO Capital Markets Corp., BTIG, LLC, Citigroup Global Markets Inc., Evercore Group L.L.C., Jefferies LLC,Raymond James& Associates,Inc., RBC Capital Markets, LLC, Regions Securities LLC, TD Securities (USA) LLC, TruistSecurities,Inc. and Wells Fargo Securities, LLC (and some of their respective affiliates or agents), acting in their capacity as SalesAgents, Forward Sellers and Forward Purchasers, as applicable, relating to the offer and sale of shares of our common stock, par value$0.01 per share (“common stock”), having an aggregate offering price of up to $750,000,000. We refer to these entities, when acting intheir capacity as sales agents, individually as a “Sales Agent” and collectively as “Sales Agents.” We refer to these entities or Nomura As of the date of this supplement, we have sold 4,169,738 shares, or $159.1 million, of common stock through the equitydistribution agreements, leaving a remaining aggregate offering amount of $351.4 million available for offer and sale under the equity Effective as of February12, 2026, we entered into an equity distribution agreement with Huntington Securities,Inc. to addHuntington Securities,Inc. (or its affiliates or agents), as an additional Sales Agent, Forward Seller and Forward Purchaser.Accordingly, each reference to the terms “Sales Agent” or “Sales Agents,” “Forward Seller” or “Forward Sellers,” and “Forward Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “STAG.” On February11, 2026, thelast reported sale price of our common stock on the NYSE was $39.23 per share. To assist us in qualifying as a real estate investment trust for U.S. federal income tax purposes, among other reasons, stockholdersare generally restricted from owning more than 9.8% in value or in number of shares, whichever is more restrictive, of the aggregate ofour outstanding shares of common stock or of the aggregate of our outstanding shares of capital stock. Our charter contains additional Investing in our common stock involves risks. You should carefully read and consider the information in the sectionentitled “Risk Factors” included in our most recent Annual Report on Form10-K filed with the Securities and ExchangeCommission (“SEC”), as updated by our subsequent filings with the SEC under the Securities Exchange Act of 1934, as Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if thissupplement, the prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. This supplement is not complete without the prospectus supplement and accompanying prospectus, and we have not, and theAgents, the Forward Sellers, and the Forward Purchasers, have not, authorized anyone to deliver or use this supplement without the