On December 14, 2012, STAG Industrial, Inc. (the "Company") and its operating partnership, STAG Industrial Operating Partnership, L.P., entered into separate equity distribution agreements with RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raymond James & Associates, Inc., UBS Securities LLC and Wells Fargo Securities, LLC (each a "sales agent," and collectively, the "sales agents"). In accordance with the terms of the equity distribution agreements, the Company may offer and sell shares of its common stock (the "Shares") having an aggregate offering price of up to $75 million from time to time through the sales agents.

Sales of the Shares, if any, may be made in in negotiated transactions or transactions that are deemed to be "at the market" offerings as defined in Rule 415 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 sales agents are not required, individually or collectively, to sell any specific number or dollar amount of Shares, but upon acceptance of a placement notice from the Company and subject to the terms and conditions of the applicable distribution agreement, each sales agent, if acting as agent, will use commercially reasonable efforts consistent with its normal trading and sales practices to sell Shares on the terms set forth in such placement notice.

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.

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 pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-181290), which was declared effective by the Securities and Exchange Commission on May 18, 2012, and a prospectus supplement dated December 14, 2012, as the same may be amended or supplemented.

The foregoing description of the equity distribution agreements does not purport to be complete and is qualified in its entirety by reference to the exhibits filed with this Current Report on Form 8-K.

(d) Exhibits.

Exhibit No.                               Description

1.1           Equity Distribution Agreement, dated as of December 14, 2012, by and
              among STAG Industrial, Inc., STAG Industrial Operating Partnership,
              L.P. and RBC Capital Markets, LLC

1.2           Equity Distribution Agreement, dated as of December 14, 2012, by and
              among STAG Industrial, Inc., STAG Industrial Operating Partnership,
              L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated

1.3           Equity Distribution Agreement, dated as of December 14, 2012, by and
              among STAG Industrial, Inc., STAG Industrial Operating Partnership,
              L.P. and Raymond James & Associates, Inc.

1.4           Equity Distribution Agreement, dated as of December 14, 2012, by and
              among STAG Industrial, Inc., STAG Industrial Operating Partnership,
              L.P. and UBS Securities LLC

1.5           Equity Distribution Agreement, dated as of December 14, 2012, by and
              among STAG Industrial, Inc., STAG Industrial Operating Partnership,
              L.P. and Wells Fargo Securities, LLC

5.1 Opinion of Hunton & Williams LLP re legality

8.1 Opinion of Hunton & Williams LLP regarding certain tax matters

23.1 Consent of Hunton & Williams LLP (included in Exhibit 5.1 and Exhibit 8.1)