← Back to ADC filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Agree Realty Corporation · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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The following discussion should be read in conjunction with the condensed consolidated financial statements of Agree Realty Corporation (the “Company”), a Maryland corporation, including the respective notes thereto, which are included elsewhere in this Quarterly Report on Form 10-Q. The terms “Company,” “Management,” “we,” “our” and “us” refer to Agree Realty Corporation and all of its consolidated subsidiaries, including Agree Limited Partnership (the “Operating Partnership”), a Delaware limited partnership.
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: the factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, including those set forth under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; changes in general economic, financial and real estate market conditions; the financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies; the Company’s concentration with certain tenants and in certain markets, which may make the Company more susceptible to adverse events; changes in the Company’s business strategy; risks that the Company’s acquisition and development projects will fail to perform as expected; adverse changes and disruption in the retail sector, including due to the adverse impact of tariffs, and the financing stability of the Company’s tenants, which could impact tenants’ ability to pay rent and expense reimbursement; the Company’s ability to pay dividends; risks relating to information technology and cybersecurity attacks, loss of confidential information and other related business disruptions; risks related to the impacts of artificial intelligence; loss of key management personnel; the potential need to fund improvements or other capital expenditures out of operating cash flow; financing risks, such as the inability to obtain debt or equity financing on favorable terms or at all; the level and volatility of interest rates; the Company’s ability to renew or re-lease space as leases expire; limitations in the Company’s tenants’ leases on real estate tax, insurance and operating cost reimbursement obligations; loss or bankruptcy of one or more of the Company’s major tenants, and bankruptcy laws that may limit the Company’s remedies if a tenant becomes bankrupt and rejects its leases; potential liability for environmental contamination, which could result in substantial costs; the Company’s level of indebtedness, which could reduce funds available for other business purposes and reduce the Company’s operational flexibility; covenants in the Company’s credit agreements and unsecured notes, which could limit the Company’s flexibility and adversely affect its financial condition; credit market developments that may reduce availability under the Company’s revolving credit facility and commercial paper program; an increase in market interest rates which could raise the Company’s interest costs on existing and future debt; a decrease in interest rates, which may lead to additional competition for the acquisition of real estate or adversely affect the Company’s results of operations; the Company’s hedging strategies, which may not be successful in mitigating the Company’s risks associated with interest rates; legislative or regulatory changes, including changes to laws governing real estate investment trusts (“REITs”); the Company’s ability to maintain its qualification as a REIT for federal income tax purposes and the limitations imposed on its business by its status as a REIT; and the Company’s failure to qualify as a REIT for federal income tax purposes, which could adversely affect the Company’s operations and ability to make distributions.
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Overview
The Company is a fully integrated REIT primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the New York Stock Exchange (“NYSE”) in 1994. The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership, of which the Company is the sole general partner and in which it held a 99.7% common interest as of June 30, 2026. Refer to Note 1- Organization in the notes to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q for further information on the ownership structure. Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership.
As of June 30, 2026, the Company’s portfolio consisted of 2,825 properties located in all 50 states and the District of Columbia, comprised of approximately 59.6 million square feet of gross leasable area (“GLA”). The portfolio was approximately 99.8% leased and had a weighted average remaining lease term of approximately 7.7 years. A significant majority of the Company’s properties are leased to national tenants and approximately 65.8% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance.
The Company elected to be taxed as a REIT for federal income tax purposes commencing with the taxable year ended December 31, 1994. We believe that we have been organized and have operated in a manner that has allowed us to qualify as a REIT for federal income tax purposes and we intend to continue operating in such a manner.
Results of Operations
Overall
The Company’s real estate investment portfolio grew from approximately $7.96 billion in net investment amount representing 2,513 properties with 52.0 million square feet of GLA as of June 30, 2025, to approximately $9.24 billion in net investment amount representing 2,825 properties with 59.6 million square feet of GLA at June 30, 2026. The Company’s real estate investments were made throughout and between the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in rental income between periods is related to recognizing revenue in 2026 on acquisitions, development and Developer Funding Platform (“DFP”) projects that were completed during 2025. Similarly, the full rental income impact of acquisitions made during 2026 will not be realized until 2027.
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Acquisitions
The following table summarizes the acquisitions completed by the Company during the periods presented (dollars in thousands):
Three Months Ended Six Months Ended
June 30, 2026 June 30, 2026
Number of properties acquired 82 167
Location (by state)(1) 32 38
Tenant retail sectors 23 27
Weighted-average lease term (years) 11.2 11.2
Underwritten weighted-average capitalization rate(2) 7.0 % 7.0 %
Total purchase price, including acquisition and closing costs $ 453,264 $ 857,599
(1)Excludes the District of Columbia, where the Company acquired its first property during the three months ended June 30, 2026.
(2)Weighted-average capitalization rate for acquisitions is the sum of contractual fixed annual rents computed on a straight-line basis over the primary lease terms and anticipated annual net tenant recoveries, divided by the aggregate purchase price for occupied properties.
Development and Developer Funding Platform
The following table summarizes the Company’s development and DFP activity during the periods presented:
Three Months Ended Six Months Ended
June 30, 2026 June 30, 2026
Number of projects commenced 5 7
Number of ongoing projects 10 10
Number of projects delivered 1 5
Dispositions
The following table summarizes the Company’s disposition activity during the periods presented (dollars in thousands):
Three Months Ended Six Months Ended
June 30, 2026 June 30, 2026
Number of properties sold 14 21
Net proceeds $ 28,858 $ 38,923
Gain on sale of assets, net $ 2,014 $ 3,711
Comparison of three months ended June 30, 2026 to the three months ended June 30, 2025 (dollars in thousands)
Three Months Ended June 30, Variance
2026 2025 (in dollars) (percentage)
Rental Income $ 204,981 $ 175,397 $ 29,584 17 %
Real Estate Taxes $ 15,257 $ 12,833 $ 2,424 19 %
Property Operating Expenses $ 9,507 $ 8,416 $ 1,091 13 %
Depreciation and Amortization $ 69,094 $ 58,939 $ 10,155 17 %
The variances in rental income, real estate taxes, property operating expenses and depreciation and amortization shown above were due to the acquisition and the ownership of an increased number of properties during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, as further described under Results of Operations - Overall above.
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General and administrative expenses increased $0.7 million, or 6%, to $12.0 million for the three months ended June 30, 2026, compared to $11.3 million for the three months ended June 30, 2025. The increase was primarily the result of growth in compensation costs due to inflationary increases and higher stock-based compensation expense as a result of changing the vesting period for awards granted beginning in 2023. General and administrative expenses as a percentage of total revenue decreased to 5.8% for the three months ended June 30, 2026, compared to 6.5% for the three months ended June 30, 2025.
Interest expense, net increased $8.0 million, or 25%, to $40.3 million for the three months ended June 30, 2026, compared to $32.3 million for the three months ended June 30, 2025. The increase in interest expense, net was primarily a result of higher levels of borrowings during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, in order to finance the acquisition and development of additional properties. Interest expense, net increased approximately $2.8 million related to the $400.0 million 2035 Senior Unsecured Public Notes that were issued in May 2025, and approximately $2.6 million related to the $350.0 million 2031 Unsecured Term Loan that closed in November 2025, partially offset by a decrease in interest due to the repayment of the $50.0 million 2025 Senior Unsecured Notes in May 2025. In addition, interest expense on the Revolving Credit Facility and Commercial Paper Notes increased approximately $2.8 million due to higher levels of borrowings, partially offset by lower average borrowing rates, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025.
The Company recognized a $5.9 million provision for impairment during the three months ended June 30, 2026, while $3.0 million was recognized during the three months ended June 30, 2025. Provisions for impairment are recorded when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations plus estimated disposition proceeds and are not necessarily comparable period-to-period.
A net gain on the sale of assets of $2.0 million was recognized on the disposition of fourteen assets during the three months ended June 30, 2026 as compared to a net gain on the sale of assets of $1.5 million on the disposition of four assets during the three months ended June 30, 2025. Gains and losses on sale of assets are dependent on levels of disposition activity and the carrying value of the assets relative to their sales prices. As a result, such gains on sales are not necessarily comparable period-to-period.
Net income increased $5.4 million, or 11%, to $54.8 million for the three months ended June 30, 2026, compared to $49.4 million for the three months ended June 30, 2025. The change was the result of the growth in the portfolio offset by the items discussed above. After allocation of income to non-controlling interest and preferred stockholders, net income attributable to common stockholders increased $5.5 million, or 12%, to $52.8 million for the three months ended June 30, 2026, compared to $47.3 million for the three months ended June 30, 2025.
Comparison of six months ended June 30, 2026 to the six months ended June 30, 2025 (dollars in thousands)
Six Months Ended June 30, Variance
2026 2025 (in dollars) (percentage)
Rental Income $ 405,657 $ 344,510 $ 61,147 18 %
Real Estate Taxes $ 29,970 $ 24,346 $ 5,624 23 %
Property Operating Expenses $ 19,143 $ 16,797 $ 2,346 14 %
Depreciation and Amortization $ 135,793 $ 114,693 $ 21,100 18 %
The variances in rental income, real estate taxes, property operating expenses and depreciation and amortization shown above were due to the acquisition and the ownership of an increased number of properties during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, as further described under Results of Operations - Overall above.
General and administrative expenses increased $1.3 million, or 6%, to $23.4 million for the six months ended June 30, 2026, compared to $22.1 million for the six months ended June 30, 2025. The increase was primarily the result of growth in compensation costs due to inflationary increases and higher stock-based compensation expense as a result of changing
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the vesting period for awards granted beginning in 2023. General and administrative expenses as a percentage of total revenue decreased to 5.8% for the six months ended June 30, 2026, compared to 6.4% for the six months ended June 30, 2025.
Interest expense, net increased $13.2 million, or 21%, to $76.2 million for the six months ended June 30, 2026, compared to $63.0 million for the six months ended June 30, 2025. The increase in interest expense, net was primarily a result of higher levels of borrowings during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, in order to finance the acquisition and development of additional properties. Interest expense, net increased approximately $7.8 million related to the $400.0 million 2035 Senior Unsecured Public Notes that were issued in May 2025, and approximately $2.5 million related to the $350.0 million 2031 Unsecured Term Loan that closed in November 2025, partially offset by a decrease in interest due to the repayment of the $50.0 million 2025 Senior Unsecured Notes in May 2025. In addition, interest expense on the Revolving Credit Facility and Commercial Paper Notes increased approximately $3.1 million due to higher levels of borrowings, partially offset by lower average borrowing rates, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025.
The Company recognized a $7.3 million provision for impairment during the six months ended June 30, 2026 and 2025. Provisions for impairment are recorded when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations plus estimated disposition proceeds and are not necessarily comparable period-to-period.
A net gain on the sale of assets of $3.7 million was recognized on the disposition of twenty one assets during the six months ended June 30, 2026 as compared to a net gain on the sale of assets of $2.3 million on the disposition of five assets during the six months ended June 30, 2025. Gains and losses on sale of assets are dependent on levels of disposition activity and the carrying value of the assets relative to their sales prices. As a result, such gains on sales are not necessarily comparable period-to-period.
Net income increased $20.5 million, or 21%, to $117.0 million for the six months ended June 30, 2026, compared to $96.5 million for the six months ended June 30, 2025. The change was the result of the growth in the portfolio offset by the items discussed above. After allocation of income to non-controlling interest and preferred stockholders, net income attributable to common stockholders increased $20.5 million, or 22%, to $113.0 million for the six months ended June 30, 2026, compared to $92.5 million for the six months ended June 30, 2025.
Liquidity and Capital Resources
The Company’s principal demands for funds include payment of operating expenses, payment of principal and interest on its outstanding indebtedness, dividends and distributions to its stockholders and holders of the units of the Operating Partnership (the “Operating Partnership Common Units”), and future property acquisitions and development.
The Company expects to meet its short-term liquidity requirements through cash and cash equivalents held as of June 30, 2026, cash provided from operations, settlement of outstanding forward equity and borrowings under its Revolving Credit Facility or Commercial Paper Program. As of June 30, 2026, the Company had $1.86 billion of liquidity, which consists of cash and cash equivalents, including cash held in escrow of $21.2 million, unsettled forward equity of $1.08 billion and $753.0 million of availability under our Revolving Credit Facility, adjusted to reflect the outstanding Commercial Paper Notes, subject to compliance with covenants.
The Company anticipates funding its long-term capital needs through cash provided from operations, borrowings under its Revolving Credit Facility, the issuance of debt and the issuance or settlement of common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity.
We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, there can be no assurance that additional financing or capital will be available, or that the terms will be acceptable or advantageous to us. Our ability to access capital on favorable terms as well as to use cash from operations to continue to
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meet our liquidity needs is uncertain and cannot be predicted and could be affected by various risks and uncertainties, including, but not limited to the risks detailed in Part I, Item 1A titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and in the other reports the Company has filed with the Securities and Exchange Commission (“SEC”).
Capitalization
As of June 30, 2026, the Company’s total enterprise value was approximately $13.45 billion. Total enterprise value consisted of $9.45 billion of common equity (based on the June 30, 2026 closing price of the Company’s common stock on the NYSE of $75.74 per share and assuming the conversion of Operating Partnership Common Units), $175.0 million of preferred equity (stated at liquidation value) and $3.85 billion of total debt principal including (i) $497.0 million of borrowings under its Revolving Credit Facility and Commercial Paper Program; (ii) $2.61 billion of senior unsecured notes; (iii) $700.0 million under its unsecured term loans; (iv) $42.3 million of mortgage notes payable; less $21.2 million cash, cash equivalents and cash held in escrow. The Company’s net debt principal to total enterprise value was 28.5% as of June 30, 2026.
At June 30, 2026, the non-controlling interest in the Operating Partnership consisted of a 0.3% common ownership interest in the Operating Partnership. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of Company common stock on a one-for-one basis. The Company, as sole general partner of the Operating Partnership, has the option to settle exchanged Operating Partnership Common Units held by others for cash based on the current trading price of our shares. Assuming the exchange of all Operating Partnership Common Units, there would have been 124,728,833 shares of common stock outstanding as of June 30, 2026.
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Equity
Shelf Registration
On April 24, 2026, the Company filed an automatic shelf registration statement on Form S-3ASR with the Securities and Exchange Commission ("SEC") registering an unspecified amount of common stock, preferred stock, depositary shares, warrants and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price (the “Form S-3ASR”). The Form S-3ASR replaced the Company’s automatic shelf registration statement on Form S-3ASR that was filed with the SEC on May 5, 2023. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.
Common Stock Offering
In April 2025, the Company completed a follow-on public offering of 5,175,000 shares of common stock, including the full exercise of the underwriters’ option to purchase an additional 675,000 shares in connection with the forward sale agreements. As of June 30, 2026, the Company settled 1,500,000 shares of common stock under such forward sale agreements, realizing net proceeds of $111.5 million. The offering is anticipated to raise total net proceeds of approximately $383.5 million after deducting fees and expenses and making certain adjustments as provided in the forward sale agreements.
Preferred Stock Offering
As of June 30, 2026, the Company had 7,000,000 depositary shares (the “Depositary Shares”) outstanding, each representing 1/1,000th of a share of Series A Preferred Stock.
Dividends on the Series A Preferred Shares are payable monthly in arrears on the first day of each month (or, if not on a business day, on the next succeeding business day). The dividend rate is 4.25% per annum of the $25,000 (equivalent to $25.00 per Depositary Share) liquidation preference. Monthly dividends on the Series A Preferred Shares have been and will be in the amount of $0.08854 per Depositary Share, equivalent to $1.0625 per annum.
The Company may not redeem the Series A Preferred Shares before September 2026, except in limited circumstances to preserve its status as a real estate investment trust for federal income tax purposes and except in certain circumstances upon the occurrence of a change of control of the Company. Beginning in September 2026, the Company, at its option, may redeem the Series A Preferred Shares, in whole or from time to time in part, by paying $25.00 per Depositary Share, plus any accrued and unpaid dividends. Upon the occurrence of a change in control of the Company, if the Company does not otherwise redeem the Series A Preferred Shares, the holders have a right to convert their shares into common stock of the Company at the $25.00 per share liquidation value, plus any accrued and unpaid dividends. This conversion value is limited by a share cap if the Company’s stock price falls below a certain threshold.
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ATM Programs
The Company enters into at-the-market (“ATM”) programs through which the Company, from time to time, sells shares of common stock and/or enters into forward sale agreements.
The following table summarizes the ATM programs that were in place during 2026 and 2025 (dollars in millions):
Program Program Size($ million) Total Forward Shares Sold Total Forward Shares Settled Total Forward Shares Outstanding as of June 30, 2026 Total Net ProceedsAnticipated orReceived fromForward SharesSold($ million)
February 2024 (1) $ 1,000.0 10,409,017 10,409,017 — $ 705.3
October 2024 (1) $ 1,250.0 13,582,160 2,772,317 10,809,843 (2) $ 1,014.7
April 2026 $ 1,750.0 — (3) — — $ —
(1)Applicable ATM program terminated and no future forward sales will occur under the program.
(2)The Company is required to settle the outstanding forward shares of common stock under the program by dates between October 2026 and April 2028.
(3)The Company has not sold any shares of common stock subject to forward sales agreements under the April 2026 Program as of June 30, 2026.
Upon settlement of the relevant forward sale agreement, subject to certain exceptions, we may elect, in our sole discretion, to physically settle in common shares, cash settle, or net share settle all or any portion of our obligations under any forward sale agreement.
The following table summarizes the ATM activity completed during the periods presented (dollars in millions):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Shares of common stock sold under the ATM programs 399,886 362,021 9,137,915 2,770,222
Shares of common stock settled under the ATM programs 2,772,317 663,892 2,772,317 3,329,890
Net proceeds received $ 201.8 $ 41.2 $ 201.8 $ 224.5
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Debt
The table below summarizes the Company’s outstanding debt as of the dates presented (dollars in thousands):
All-in Coupon Principal Amount Outstanding
Interest Rate Rate Maturity June 30, 2026 December 31, 2025
Senior Unsecured Revolving Credit Facility and Commercial Paper Notes
Revolving Credit Facility(1) 4.35 % August 2028 $ — $ —
Commercial Paper Notes(2) 3.92 % Various 497,000 320,500
Total Revolving Credit Facility and Commercial Paper Notes 3.92 % $ 497,000 $ 320,500
Unsecured Term Loans
2029 Unsecured Term Loan(3) 4.37 % January 2029 $ 350,000 $ 350,000
2031 Unsecured Term Loan(4) 4.02 % May 2031 350,000 —
Total Unsecured Term Loans 4.20 % $ 700,000 $ 350,000
Senior Unsecured Notes(5)
2027 Senior Unsecured Notes 4.26 % 4.26 % May 2027 $ 50,000 $ 50,000
2028 Senior Unsecured Public Notes(6) 2.11 % 2.00 % June 2028 350,000 350,000
2028 Senior Unsecured Notes 4.42 % 4.42 % July 2028 60,000 60,000
2029 Senior Unsecured Notes 4.19 % 4.19 % September 2029 100,000 100,000
2030 Senior Unsecured Notes 4.32 % 4.32 % September 2030 125,000 125,000
2030 Senior Unsecured Public Notes(6) 3.49 % 2.90 % October 2030 350,000 350,000
2031 Senior Unsecured Notes 4.42 % 4.47 % October 2031 125,000 125,000
2032 Senior Unsecured Public Notes(6) 3.96 % 4.80 % October 2032 300,000 300,000
2033 Senior Unsecured Public Notes(6) 2.13 % 2.60 % June 2033 300,000 300,000
2034 Senior Unsecured Public Notes(6) 5.65 % 5.63 % June 2034 450,000 450,000
2035 Senior Unsecured Public Notes(6) 5.35 % 5.60 % June 2035 400,000 400,000
Total Senior Unsecured Notes 4.01 % $ 2,610,000 $ 2,610,000
Mortgage Notes Payable
Portfolio Credit Tenant Lease(7) 6.27 % July 2026 $ 91 $ 628
Four Asset Mortgage Loan 3.63 % December 2029 42,250 42,250
Total Mortgage Notes Payable 3.64 % $ 42,341 $ 42,878
Total Floating Rate Debt(8) 3.92 % $ 497,000 $ 320,500
Total Fixed Rate Debt(8) 4.04 % $ 3,352,341 $ 3,002,878
Total Principal Amount Outstanding 4.03 % $ 3,849,341 $ 3,323,378
(1)At June 30, 2026, the Revolving Credit Facility would have incurred interest of 4.35%, which is comprised of SOFR of 3.62% and the pricing grid spread of 72.5 basis points.
(2)As of June 30, 2026, the weighted-average maturity of the Commercial Paper Notes outstanding was less than one month.
(3)At June 30, 2026, the interest rate of the 2029 Unsecured Term Loan reflects the credit spread of 80 basis points and the impact of the interest rate swaps which convert $350.0 million of SOFR based interest to a fixed interest rate of 3.57%.
(4)The all-in interest rate of the 2031 Unsecured Term Loan reflects the credit spread of 80 basis points and the impact of the interest rate swaps, which convert $350.0 million of SOFR based interest to a fixed interest rate of 3.22%. Of these swaps, $100.0 million became effective on July 1, 2026. Accordingly, interest on the $100.0 million drawn on June 30, 2026 accrued at SOFR plus 80 basis points until July 1, 2026.
(5)All-in interest rate for Senior Unsecured Notes reflects the straight-line amortization of the terminated swap agreements and original issuance discounts, as applicable.
(6)The principal amounts outstanding are presented excluding their original issue discounts.
(7)Subsequent to June 30, 2026, the mortgage note payable was paid in full at maturity on July 15, 2026.
(8)Floating rate debt includes the revolving credit facility and commercial paper notes. All other debt is included within fixed rate debt, including the 2029 and 2031 Unsecured Term Loans as the variable portion of the interest rate has been fixed through the use of interest rate swaps.
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Senior Unsecured Revolving Credit Facility
The Company’s Fourth Amended and Restated Revolving Credit Agreement provides for a $1.25 billion senior unsecured revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility's interest rate is based on a pricing grid with a range of 72.5 to 140 basis points over SOFR, determined by the Company's credit ratings and leverage ratio, plus a SOFR adjustment of 10 basis points. The margins for the Revolving Credit Facility are subject to adjustment based on changes in the Company's leverage ratio and credit ratings.
As of June 30, 2026, the Revolving Credit Facility had no outstanding balance and bore interest of 4.35%, which is comprised of SOFR of 3.62% plus a pricing grid spread of 72.5 basis points.
The Revolving Credit Facility serves as a liquidity backstop for the Company's Commercial Paper Notes and includes an accordion option that allows the Company to request additional lender commitments up to a total of $2.00 billion. The Revolving Credit Facility will mature in August 2028 with Company options to extend the maturity date to August 2029.
The Company and Richard Agree, the Executive Chairman of the Company, are parties to a Reimbursement Agreement dated October 3, 2023 (the “Reimbursement Agreement”). Pursuant to the Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for his proportionate share of loss incurred under the Revolving Credit Facility and/or certain other indebtedness in an amount to be determined by facts and circumstances at the time of loss.
Commercial Paper Program
In March 2025, the Operating Partnership established a commercial paper program (the “Commercial Paper Program”), pursuant to which it may issue short-term, fixed rate, unsecured commercial paper notes (the “Commercial Paper Notes”) under the exemption from registration contained in Section 4(a)(2) of the Securities Act. Amounts available under the Commercial Paper Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate principal amount of the Commercial Paper Notes outstanding under the Commercial Paper Program at any time not to exceed $625.0 million. The Commercial Paper Notes can have maturities of up to 397 days from the date of issue and are guaranteed by the Company and certain wholly owned subsidiaries of the Operating Partnership.
Unsecured Term Loans
During 2025, the Company closed on an unsecured $350.0 million 5.5-year delayed draw 2031 Unsecured Term Loan. As of December 31, 2025, the Company had not drawn any amounts under the 2031 Unsecured Term Loan. On March 31, 2026, the Company drew $250.0 million under the 2031 Unsecured Term Loan. On June 30, 2026, the Company drew the remaining $100.0 million under the 2031 Unsecured Term Loan.
Senior Unsecured Notes - Private Placements
The senior unsecured notes (collectively the “Private Placements”) were issued in private placements to individual investors. The Private Placements did not involve a public offering in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.
Senior Unsecured Notes – Public Offerings
The senior unsecured public notes (collectively the “Public Notes”) are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. These guarantees are senior unsecured obligations of the guarantors, rank equally in right of payment with all other existing and future senior unsecured indebtedness and are effectively subordinated to all secured indebtedness of the Operating Partnership and each guarantor (to the extent of the value of the collateral securing such indebtedness).
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The Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and respective trustee (as amended and supplemented by an officer’s certificate dated at the issuance of each of the Public Notes, the “Indenture”). The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets.
Mortgage Notes Payable
As of June 30, 2026, the Company had total gross mortgage indebtedness of $42.3 million, which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $71.8 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.64% as of June 30, 2026.
The Company has entered into mortgage loans which are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that the Company defaults under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.
Loan Covenants
Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio. As of June 30, 2026, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its material loan covenants and obligations as of June 30, 2026.
Cash Flows
Operating - Most of the Company’s cash from operations is generated by rental income from its investment portfolio. Net cash provided by operating activities for the six months ended June 30, 2026, increased by $29.8 million over the same period in 2025, primarily due to the increase in the size of the Company’s real estate investment portfolio.
Investing - Net cash used in investing activities was $187.2 million greater during the six months ended June 30, 2026, compared to the same period in 2025 primarily due to:
•$184.0 million increase in cash used for property acquisitions as a result of the overall increase in the level of acquisition activity;
•$35.3 million increase in cash used for development of real estate investments and other assets due to changes in the scope of development and DFP projects in progress as well as the timing of payments for these projects and other capital additions; and
•$30.7 million increase in proceeds from asset sales due to increased disposition volume during the six months ended June 30, 2026, compared to the same period in 2025. Proceeds from asset sales are dependent on levels of disposition activity and the specific assets sold and are not necessarily comparable period-to-period.
Financing - Net cash provided by financing activities increased by $155.4 million during the six months ended June 30, 2026, compared to the same period in 2025 primarily due to:
•$350.0 million increase in proceeds from the draws under the 2031 Unsecured Term Loan;
•$88.7 million increase in net proceeds from the issuance of common stock;
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•$87.5 million increase of net borrowings on the Revolving Credit Facility and Commercial Paper Program. Net borrowings on the Revolving Credit Facility and Commercial Paper Program were $176.5 million during the six months ended June 30, 2026, while $89.0 million of net borrowings were completed over the same period in 2025; and
•$24.5 million increase in total dividends and distributions paid. The Company’s annualized common stock dividend declared during the six months ended June 30, 2026 of $3.204 per common share represents a 4.3% increase over the annualized dividend amount of $3.072 per common share declared in the same period in 2025.
Material Cash Requirements
In conducting our business, the Company enters into contractual obligations, including those for debt and operating leases for land.
Details on these obligations as of June 30, 2026, including expected settlement periods, is presented below (in thousands):
2026 (remaining) 2027 2028 2029 2030 Thereafter Total
Mortgage Notes Payable $ 91 $ — $ — $ 42,250 $ — $ — $ 42,341
Revolving Credit Facility and Commercial Paper Notes(1) 497,000 — — — — — 497,000
Unsecured Term Loans — — — 350,000 — 350,000 700,000
Senior Unsecured Notes — 50,000 410,000 100,000 475,000 1,575,000 2,610,000
Land Lease Obligations 1,101 2,270 2,247 2,238 2,006 36,348 46,210
Estimated Interest Payments on Outstanding Debt(2) 66,965 132,662 126,868 109,240 99,769 241,110 776,614
Total $ 565,157 $ 184,932 $ 539,115 $ 603,728 $ 576,775 $ 2,202,458 $ 4,672,165
(1)The Revolving Credit Facility matures in August 2028, with options to extend the maturity date by six months up to two times, for a maximum maturity of August 2029. The weighted-average maturity of the Commercial Paper Notes outstanding at June 30, 2026 was less than one month.
(2)Estimated interest payments calculated for (i) variable rate debt based on the rate in effect at period-end and (ii) fixed rate debt based on the coupon interest rate.
In addition to items reflected in the table above, the Company has preferred stock with cumulative cash dividends, as described under Equity – Preferred Stock Offering above.
During the six months ended June 30, 2026, the Company had 20 development or DFP projects completed or under construction, with anticipated total costs of approximately $199.9 million. These construction commitments will be funded using cash provided from operations, current capital resources on hand, or other sources of funding available to the Company.
The Company’s recurring obligations under its tenant leases for maintenance, taxes, and/or insurance will also be funded through the sources available to the Company described earlier.
Dividends
During the quarter ended June 30, 2026, the Company declared monthly dividends of $0.267 per common share. Holders of the Operating Partnership Common Units are entitled to an equal distribution per Operating Partnership Common Unit held. The dividends and distributions payable for April and May were paid during the three months ended June 30, 2026, while June dividends and distributions were recorded as a liability on the condensed consolidated balance sheets at June 30, 2026 and were paid on July 15, 2026.
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During the quarter ended June 30, 2026, the Company declared monthly dividends on the Series A Preferred Shares in the amount of $0.08854 per Depositary Share. The dividends payable for April and May were paid during the quarter. The June dividends were recorded as a liability on the condensed consolidated balance sheets at June 30, 2026, and were paid on July 1, 2026.
Recent Accounting Pronouncements
Refer to Note 2 – Summary of Significant Accounting Policies in the condensed consolidated financial statements for a summary and anticipated impact of each applicable accounting pronouncement on the Company’s financial statements.
Critical Accounting Policies and Estimates
The preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company’s management to use judgment in the application of accounting policies, including making estimates and assumptions. Management bases estimates on the best information available at the time, its experience, and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. If management’s judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting principles would have been applied, resulting in a different presentation of the condensed consolidated financial statements. From time to time, the Company may re-evaluate its estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A summary of the Company’s critical accounting policies is included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company has not made any material changes to these policies during the periods covered by this Quarterly Report on Form 10-Q.
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Non-GAAP Financial Measures
Funds from Operations (“FFO” or “Nareit FFO”)
FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“Nareit”) to mean net income computed in accordance with GAAP, excluding gains (or losses) from sales of real estate assets and/or changes in control, plus real estate related depreciation and amortization and any impairment charges on depreciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations.
FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, while the Company adheres to the Nareit definition of FFO, its presentation of FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.
Core Funds from Operations (“Core FFO”)
The Company defines Core FFO as Nareit FFO with the addback of (i) noncash amortization of acquisition purchase price related to above- and below- market lease intangibles and discount on assumed mortgage debt and (ii) certain infrequently occurring items that reduce or increase net income in accordance with GAAP. Management believes that its measure of Core FFO facilitates useful comparison of performance to its peers who predominantly transact in sale-leaseback transactions and are thereby not required by GAAP to allocate purchase price to lease intangibles. Unlike many of its peers, the Company has acquired the substantial majority of its net-leased properties through acquisitions of properties from third parties or in connection with the acquisitions of ground leases from third parties.
Core FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, the Company’s presentation of Core FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.
Adjusted Funds from Operations (“AFFO”)
AFFO is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. AFFO further adjusts FFO and Core FFO for certain non-cash items that reduce or increase net income computed in accordance with GAAP. Management considers AFFO a useful supplemental measure of the Company’s performance, however, AFFO should not be considered an alternative to net income as an indication of its performance, or to cash flow as a measure of liquidity or ability to make distributions. The Company’s computation of AFFO may differ from the methodology for calculating AFFO used by other equity REITs, and therefore may not be comparable to such other REITs.
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Reconciliations
The following table provides a reconciliation of net income to FFO, Core FFO and AFFO for the periods presented (dollars in thousands, except for per common share and partnership unit data):
Three Months Ended Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Reconciliation from Net Income to Funds from Operations
Net income $ 54,809 $ 49,353 $ 117,040 $ 96,501
Less Series A preferred stock dividends 1,859 1,859 3,718 3,718
Net income attributable to Operating Partnership common unitholders $ 52,950 $ 47,494 $ 113,322 $ 92,783
Depreciation of rental real estate assets 46,210 38,698 90,534 75,861
Amortization of lease intangibles - in-place leases and leasing costs 22,188 19,679 43,896 37,743
Provision for impairment 5,900 2,961 7,300 7,292
Gain on sale or involuntary conversion of assets, net (2,526) (1,510) (4,750) (2,282)
Funds from Operations - Operating Partnership common unitholders $ 124,722 $ 107,322 $ 250,302 $ 211,397
Amortization of above (below) market lease intangibles, net and assumed mortgage debt discount, net $ 11,317 $ 8,620 $ 22,079 $ 17,250
Core Funds from Operations - Operating Partnership common unitholders $ 136,039 $ 115,942 $ 272,381 $ 228,647
Straight-line accrued rent $ (4,583) $ (3,789) $ (9,525) $ (7,798)
Stock-based compensation expense 3,775 3,259 7,309 6,388
Amortization of financing costs and original issue discounts 2,056 1,703 4,060 3,315
Non-real estate depreciation 696 562 1,363 1,089
Adjusted Funds from Operations - Operating Partnership common unitholders $ 137,983 $ 117,677 $ 275,588 $ 231,641
Funds from Operations per common share and partnership unit - diluted $ 1.03 $ 0.97 $ 2.07 $ 1.93
Core Funds from Operations per common share and partnership unit - diluted $ 1.13 $ 1.05 $ 2.25 $ 2.09
Adjusted Funds from Operations per common share and partnership unit - diluted $ 1.14 $ 1.06 $ 2.28 $ 2.12
Weighted average shares and Operating Partnership common units outstanding
Basic 120,344,563 110,105,665 120,272,344 108,766,630
Diluted 120,834,875 110,724,840 120,796,758 109,344,041
Additional supplemental disclosure
Scheduled principal repayments $ 271 $ 254 $ 537 $ 505
Capitalized interest $ 672 $ 497 $ 1,148 $ 939
Capitalized building improvements $ 4,853 $ 2,762 $ 5,450 $ 3,362
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