ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On January 16, 2013, STAG Industrial, Inc. (the "Company") and its operating partnership, STAG Industrial Operating Partnership, L.P., entered into an underwriting agreement (the "Underwriting Agreement") with RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as the representatives of the several underwriters named on Schedule A thereto, relating to the issuance and sale of 6,284,152 shares (including 819,672 shares issued pursuant to the underwriters' option to purchase additional shares) of the Company's common stock, par value $0.01 per share (the "Common Stock"), at a public offering price of $18.30 per share. The offering closed on January 22, 2013.

The 6,284,152 shares of Common Stock issued and sold pursuant to the Underwriting Agreement have been registered on the Company's registration statement on Form S-3 (File No. 333-181290), which was declared effective by the Securities and Exchange Commission on May 18, 2012.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 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 as of January 16, 2013 among STAG Industrial, Inc., STAG Industrial Operating Partnership, L.P. and RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein 5.1 Opinion of Hunton & Williams LLP regarding legality of the shares 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)

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