STAG Industrial Inc美股招股说明书(2025-02-13版)

We previously entered into separate equity distribution agreements, dated as of February 17, 2022 (as amended from time totime, the “equity distribution agreements”) with each of Robert W. Baird & Co. Incorporated, BofA Securities, Inc., BMO CapitalMarkets 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, Truist Securities, Inc. and Wells FargoSecurities, LLC (and some of their respective affiliates or agents), acting in their capacity as Sales Agents (as defined below), incertain cases, as Forward Sellers (as defined below) and, in certain cases, as Forward Purchasers (as defined below), relating to theoffer and sale of shares of our common stock having an aggregate offering price of up to $750,000,000. Of that amount, we havesold shares of our common stock having an aggregate offering price of approximately $239.5 million as of the date of thisprospectus supplement, pursuant to a Registration Statement on Form S-3 (File No. 333-262791), filed on February 16, 2022, and aprospectus supplement, dated February 17, 2022. Accordingly, as of the date of this prospectus supplement, shares of commonstock having an aggregate offering price of up to approximately $510.5 million remain available for offer and sale pursuant to thisprospectus supplement. We refer to these entities, when acting in their capacity as sales agents, individually as a “Sales Agent” and collectively as“Sales Agents.” We refer to these entities or Nomura Securities International, Inc. (acting through BTIG, LLC as agent), whenacting as agents for Forward Purchasers, individually as a “Forward Seller” and collectively as “Forward Sellers.” Sales of sharesof our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiatedtransactions, which may include block trades, or transactions that are deemed to be “at the market” offerings as defined in Rule 415under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the New York StockExchange (“NYSE”) 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 shares of our common stock by usthrough the Sales Agents, we may enter into forward sale agreements under separate master forward sale agreements and relatedsupplemental confirmations between us and a Forward Seller or its affiliate or agent. We refer to these entities, when acting in thiscapacity, individually as a “Forward Purchaser” and collectively as “Forward Purchasers.” In connection with each particularforward sale agreement, the relevant Forward Purchaser (or an affiliate or agent thereof) will borrow from third parties and,through the relevant Forward Seller, sell a number of shares of our common stock equal to the number of shares of our commonstock underlying the particular forward sale agreement. We will not initially receive any proceeds from the sale of borrowed shares of our common stock by a Forward Seller. Weexpect to fully physically settle each particular forward sale agreement with the relevant Forward Purchaser on one or more datesspecified by us on or prior to the maturity date of that particular forward sale agreement, in which case we expect to receiveaggregate net cash proceeds at settlement equal to the number of shares of our common stock underlying the particular forwardsale agreement multiplied by the relevant forward sale price. However, we may also elect to cash settle or net share settle aparticular forward sale agreement, in which case we may not receive any proceeds from the issuance of shares of our commonstock, and we will instead receive or pay cash (in the case of cash settlement) or receive or deliver shares of our common stock (inthe case of net share settlement). Each Sales Agent will receive from us a commission that will not exceed, but may be lower than, 2.0% of the gross salesprice of all shares of our common stock sold through it as Sales Agent under the applicable equity distribution agreement. Inconnection with each forward sale, we will pay the relevant Forward Seller, in the form of a reduced initial forward sale priceunder the related forward sale agreement with the related Forward Purchaser, commissions at a mutually agreed rate that will notexceed, but may be lower than, 2.0% of the gross sales price of all borrowed shares of common stock sold by it as a ForwardSeller. Each of the Sales Agents, the Forward Sellers and/or the Forward Purchasers may be deemed an “underwriter” within themeaning of the Securities Act, and the compensation paid to the Sales Agents or the Forward Sellers in the form of a reducedinitial forward sale price under the related forward sale agreements with the related Forward Purchaser may be deemed to beunderwriting discounts or commiss