ITEM 8.01. OTHER EVENTS.

On January 13, 2020, STAG Industrial, Inc. (the "Company") and its operating partnership, STAG Industrial Operating Partnership, L.P. (the "Operating Partnership"), entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the "Underwriters"), BofA Securities, Inc. (in such capacity, the "Forward Seller") and Bank of America, N.A. (in such capacity, the "Forward Purchaser") relating to the offering of an aggregate of 10,062,500 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") at a price to the underwriters of $30.9022 per share, consisting of (i) 5,600,000 shares of Common Stock offered directly by the Company and (ii) 4,462,500 shares of Common Stock offered by the Forward Seller in connection with certain forward sale agreements described below (including 1,312,500 shares offered pursuant to the Underwriters' option to purchase additional shares, which option was exercised in full). The Company will not initially receive any proceeds from the sale of shares of Common Stock by the Forward Seller. The closing of the offering occurred on January 16, 2020.

In connection with the offering, the Company and the Operating Partnership also entered into certain forward sale agreements (the "Forward Sale Agreements") with the Forward Purchaser. In connection with such Forward Sale Agreements, the Forward Purchaser (or its affiliate) borrowed from third parties and sold to the Underwriters an aggregate of 4,462,500 shares of Common Stock that was sold in the offering. The Company expects to physically settle the Forward Sale Agreements and receive proceeds, subject to certain adjustments, from the sale of those shares of its Common Stock upon one or more such physical settlements within approximately one year from the date of the prospectus supplement. Although the Company expects to settle the Forward Sale Agreements entirely by the physical delivery of shares of Common Stock for cash proceeds, the Company may also elect to cash or net share settle all or a portion of its obligations under the Forward Sale Agreements, in which case, it may receive, or it may owe, cash or shares of Common Stock from or to the Forward Purchaser. The Forward Sale Agreements provide for an initial forward sale price of $30.9022 per share, subject to certain adjustments pursuant to the terms of each of the Forward Sale Agreements. The Forward Sale Agreements are subject to early termination or settlement under certain circumstances.

The Common Stock offered pursuant to the Underwriting Agreement has been registered on the Company's registration statement on Form S-3 (File No. 333-229661), which became effective upon filing with the Securities and Exchange Commission on February 13, 2019, and a prospectus supplement dated January 13, 2020.

The foregoing description is qualified in its entirety by reference to the Underwriting Agreement and the Forward Sale Agreements, copies of which are filed as Exhibits 1.1, 1.2 and 1.3 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.






(d)     Exhibits.



Exhibit
 Number                                   Description
  1.1          Underwriting Agreement dated January 13, 2020 among STAG Industrial,
             Inc., STAG Industrial Operating Partnership, L.P., BofA Securities,
             Inc., Wells Fargo Securities, LLC and Bank of America, N.A.

  1.2          Confirmation of Issuer Share Forward Sale Transaction, dated January
             13, 2020, by and among STAG Industrial, Inc., STAG Industrial
             Operating Partnership, L.P. and Bank of America, N.A.

  1.3          Confirmation of Issuer Share Forward Sale Transaction, dated January
             14, 2020, by and among STAG Industrial, Inc., STAG Industrial
             Operating Partnership, L.P. and Bank of America, N.A.

  5.1          Opinion of DLA Piper LLP (US) regarding legality of the shares

  8.1          Opinion of Hunton Andrews Kurth LLP regarding certain tax matters
             (incorporated herein by reference to Exhibit 8.1 to the registration
             statement on Form S-3 (File No. 333-229661) filed with the SEC on
             February 13, 2019)

  23.1         Consent of DLA Piper LLP (US) (included in Exhibit 5.1)

  23.2         Consent of Hunton Andrews Kurth LLP (included in Exhibit 8.1)

  104        Cover Page Interactive Data File (embedded within the XBRL document)

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