STAG Industrial (STAG) risk factors, FY2025 10-K

Risks Related to Our Business and Operations

1. 01Adverse economic conditions may adversely affect our operating results and financial condition
2. 02Inflation, rising interest rates, and developments that affect the financial services industry, may adversely affect our business, financial condition and results of other operations75% rewritten
3. 03Trade policies, tariffs and related government actions may cause a decline in economic activity and have a material adverse impact on our businessNew
4. 04Our investments are in the industrial real estate sector, and we would be adversely affected by an economic downturn in that sector23% rewritten
5. 05We are subject to geographic and industry concentrations that make us susceptible to adverse events with respect to certain markets and industries
6. 06We have owned many of our properties for a limited time, and we may not be aware of their characteristics or deficiencies27% rewritten
7. 07Our growth depends, in part, upon acquisitions of properties, and we may be unable to consummate acquisitions on advantageous terms and acquisitions may not perform as we expect
8. 08We may face risks associated with acquiring properties in unfamiliar markets
9. 09A significant portion of our properties have leases that expire in the next two years and we may be unable to renew leases, lease vacant space or re-lease space on favorable terms34% rewritten
10. 10We face significant competition for tenants, which may negatively impact the occupancy and rental rates at our properties
11. 11Default by one or more of our tenants could materially and adversely affect us, and bankruptcy laws limit our remedies in the event of a tenant default
12. 12Any future public health crisis, pandemic, epidemic or outbreak of infectious disease could have material and adverse effects on our business, operating results, financial condition and cash flows

Risks Related to Our Organization and Structure

1. 13Our growth depends, in part, on external sources of capital, which are outside of our control and affect our ability to finance acquisitions, take advantage of strategic opportunities, satisfy debt obligations and make distributions to stockholders
2. 14Our bylaws contain exclusive forum provisions for certain types of actions, which could limit our stockholders’ ability to bring a claim in a judicial forum that the stockholders believe is a more favorable judicial forumNew
3. 15Certain provisions of our governing documents and Maryland law may delay or prevent a transaction or a change of control that might be in the best interest of stockholders
4. 16Our board of directors can take many actions without stockholder approval
5. 17Our rights and the rights of our stockholders to take action against our directors and officers are limited
6. 18Our fiduciary duties as sole member of the general partner of our Operating Partnership could create conflicts of interest, which may impede business decisions that could benefit our stockholders26% rewritten
7. 19We are subject to financial reporting and other requirements for which our accounting, internal audit and other systems and resources may not be adequately prepared and we may not be able to accurately report our financial results

Risks Related to Ownership of Our Common Stock

1. 20The market price and trading volume of our common stock may be volatile
2. 21The cash available for distribution to stockholders may not be sufficient to make distributions at expected levels, nor can we assure you of our ability to make distributions in the future
3. 22The number of shares of our common stock available for future sale, and future offerings of debt or equity securities may be dilutive to existing stockholders and adversely affect the market price of our common stock24% rewritten
4. 23We have in the past entered, and may in the future enter, into forward sale transactions that subject us to certain risks32% rewritten

General Real Estate Risks

1. 24Our performance is subject to general economic conditions and risks associated with our real estate assets33% rewritten
2. 25We are subject to risks associated with development of real estateNew
3. 26Real estate investments are not as liquid as other types of investments
4. 27Uninsured losses may adversely affect your returns
5. 28Environmentally hazardous conditions may adversely affect our operating results
6. 29We are exposed to the potential impacts of future climate change and climate change-related risks21% rewritten
7. 30Compliance or failure to comply with the ADA and other regulations could result in substantial costs
8. 31The ownership of properties subject to ground leases exposes us to certain risks
9. 32We may be unable to sell properties, including as a result of uncertain market conditions
10. 33Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers

Risks Related to Our Debt Financings

1. 34Our operating results and financial condition could be adversely affected if we are unable to make payments on our debt
2. 35Increases in interest rates could increase our required debt payments and adversely affect our ability to make distributions to stockholders23% rewritten
3. 36Our loan covenants could limit our flexibility and adversely affect our financial condition and ability to make distributions
4. 37If debt is unavailable at reasonable rates, we may not be able to finance acquisitions or refinance our existing debt
5. 38Our hedging strategies may not be successful in mitigating our risks associated with interest rates
6. 39Adverse changes in our credit ratings could negatively affect our financing activity
7. 40Failure to qualify as a REIT would reduce our net earnings available for investment or distribution
8. 41Even if we maintain our qualification as a REIT for federal income tax purposes, we may be subject to other tax liabilities that reduce our cash flow and our ability to make distributions to stockholdersNew
9. 42REIT distribution requirements could adversely affect our ability to execute our business plan
10. 43Re-characterization of sale‑leaseback transactions may cause us to lose our REIT status
11. 44The prohibited transactions tax may limit our ability to engage in certain transactions
12. 45We may be subject to adverse legislative or regulatory tax changes

Other General Risks

1. 46We face risks associated with system failures through security breaches or cyber-attacks, as well as other significant disruptions of our information technology (“IT”) networks and related systems47% rewritten
2. 47We depend on key personnel; the loss of their full service could adversely affect us41% rewritten
3. 48Our compensation plans may not be tied to or correspond with our improved financial results or the market prices for our securities, which may adversely affect us57% rewritten