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Item 3 — Quantitative and Qualitative Disclosures About Market Risk
Agree Realty Corporation · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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The Company is exposed to interest rate risk primarily through borrowing activities. There is inherent roll-over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and future financing requirements.
The Company’s interest rate risk is monitored using a variety of techniques. The table below presents the principal payments (in thousands) and the weighted average interest rates on outstanding debt, by year of expected maturity, to evaluate the expected cash flow and sensitivity to interest rate changes. Interest rates shown reflect the impact of the swap agreements employed to fix interest rates.
2026 (remaining) 2027 2028 2029 2030 Thereafter Total
Mortgage Notes Payable $ 91 (1) $ — $ — $ 42,250 $ — $ — $ 42,341
Interest Rate 6.27 % 3.63 %
Revolving Credit Facility(2) and Commercial Paper Notes(3) $ 497,000 $ — $ — $ — $ — $ — $ 497,000
Interest Rate 3.92 %
Unsecured Term Loans $ — $ — $ — $ 350,000 $ — $ 350,000 $ 700,000
Interest Rate 4.37 % (4) 4.02 % (5)
Senior Unsecured Notes $ — $ 50,000 $ 410,000 $ 100,000 $ 475,000 $ 1,575,000 $ 2,610,000
Interest Rate 4.26 % 2.45 % 4.19 % 3.71 % 4.48 %
(1)Subsequent to June 30, 2026, the mortgage note payable was paid in full at maturity on July 15, 2026.
(2)The Revolving Credit Facility had no outstanding balance as of June 30, 2026. 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.
(3)The weighted-average maturity of the Commercial Paper Notes outstanding at June 30, 2026 was less than one month.
(4)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%.
(5)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.
The table above incorporates those exposures that exist as of June 30, 2026; it does not consider those exposures or positions which could arise after that date. As a result, the Company’s ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates.
The Company seeks to limit the impact of interest rate changes on earnings and cash flows and to lower the overall borrowing costs by closely monitoring our variable rate debt and converting such debt to fixed rates when the Company deems such conversion advantageous. From time to time, the Company may enter into interest rate swap agreements or other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates, they also expose the Company to the risks that the other parties to the agreements will not perform. The Company could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly effective cash flow hedges under GAAP guidance.
In June 2023, the Company entered into $350.0 million of interest rate swap agreements to hedge against variability in future cash flows resulting from changes in SOFR. The swaps exchange variable rate interest on $350.0 million of SOFR indexed debt to a weighted average fixed interest rate of 3.57%. The swaps are designated to hedge the variable rate interest payments indexed to SOFR in the 2029 Unsecured Term Loan which matures January 2029. As of June 30, 2026, these interest rate swaps were valued as an asset of approximately $2.7 million.
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During 2025, the Company entered into $350.0 million of forward-starting interest rate swap agreements to hedge against variability in future cash flows resulting from changes in SOFR. The swaps exchange variable rate interest on $350.0 million of SOFR indexed debt to a weighted average fixed interest rate of 3.22%. The swaps are designated to hedge the variable rate interest payments indexed to SOFR in the 2031 Unsecured Term Loan which matures May 2031. As of June 30, 2026, these interest rate swaps were valued as an asset of approximately $9.7 million.
During 2025 and 2026, the Company entered into forward-starting interest rate swap agreements with an aggregate notional amount of $300.0 million to hedge against variability in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending August 2036. As of June 30, 2026, these interest rate swaps are valued as an asset of approximately $7.3 million.
The Company does not use derivative instruments for trading or other speculative purposes and the Company did not have any other derivative instruments or hedging activities as of June 30, 2026.
The fair value of the mortgage notes payable and senior unsecured notes is estimated to be $40.3 million and $2.53 billion, respectively, as of June 30, 2026. The fair value of the Commercial Paper Notes is estimated to equal the carrying amount due to the short-term maturity of the instruments and as the stated interest rates approximate current market rates. The fair value of the Revolving Credit Facility and unsecured term loans approximate their carrying values as they are variable rate debt.
At June 30, 2026, our outstanding mortgage notes payable and senior unsecured notes had fixed interest rates. Interest on our unsecured term loans are variable, however the variable interest rate features have been mitigated by interest rate swap agreements. Interest on our Revolving Credit Facility is variable, and as a result, we are subject to interest rate risk with respect to such variable-rate debt. In addition, given the short-term nature of the Commercial Paper Notes, we are subject to interest rate risk related to the borrowings.
There are no borrowings outstanding under the Revolving Credit Facility and $497.0 million of Commercial Paper Notes outstanding at June 30, 2026. A hypothetical 100-basis point increase or decrease in market interest rates, assuming no change in the amount outstanding on these borrowings, would change annual interest expense by $5.0 million.