ADC.PRA / Agree Realty Corporation - Preferred Stock - Depositi SEC, Relazione annuale, dichiarazione di delega

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Mark One ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025, or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period fromto Commission File Number 001-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 31, 2025 AGREE REALTY CORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 31, 2025 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number)

JULY 202 5

Exhibit 99.2 JULY 202 5 1 © 20 25 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. Agree Realty Overview (NYSE: ADC) OUR COMPANY NET LEASE REIT FOCUSED ON THE ACQUISITION & DEVELOPMENT OF HIGH - QUALITY RETAIL PROPERTIES Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $ 11.6 billion (1) retail net lease REIT headquartered in Royal Oak, Michigan 2,513 retail proper

Agree Realty Corporation Reports Second Quarter 2025 Results Raises 2025 Investment Guidance to $1.4 Billion to $1.6 Billion Increases 2025 AFFO Per Share Guidance to $4.29 to $4.32

Exhibit 99.1 32301 Woodward Ave. Royal Oak, MI 48073 www.agreerealty.com FOR IMMEDIATE RELEASE Agree Realty Corporation Reports Second Quarter 2025 Results Raises 2025 Investment Guidance to $1.4 Billion to $1.6 Billion Increases 2025 AFFO Per Share Guidance to $4.29 to $4.32 Royal Oak, MI, July 31, 2025 - Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter

Subsidiary Guarantors of Agree Realty Corporation.

Exhibit 22 AGREE REALTY CORPORATION List of Guarantor Subsidiaries The 2028, 2030, 2032, 2033, 2034 and 2035 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain of the following wholly owned subsidiaries of the Operating Partnership as of July 31, 2025: Guarantor Jurisdiction of Organization Agree 117 Mission, LLC Michigan Agree 2016, LLC Delaware Agree Absecon Urban Renewal, LLC New Jersey Agree Central, LLC Delaware Agree Chapel Hill NC, LLC Delaware Agree Columbia SC, LLC Delaware Agree Construction Management, LLC Delaware Agree Convenience No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 2, 2025 AGREE REALTY CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 2, 2025 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number) 3

Indenture Officer’s Certificate, dated as of May 23, 2025, among the Company, the Parent Guarantor and the Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 23, 2025).

Exhibit 4.2 AGREE REALTY CORPORATION OFFICER’S CERTIFICATE May 23, 2025 The undersigned, Joel N. Agree, President and Chief Executive Officer of AGREE REALTY CORPORATION (the “General Partner”), a Maryland corporation operating as a real estate investment trust, hereby certifies, on behalf of the General Partner in its own capacity and as sole general partner of AGREE LIMITED PARTNERSHIP, a Delawa

Opinion of Porter Hedges LLP, regarding Texas law issues.

Exhibit 5.4 1000 Main Street, 36th Floor Houston, Texas 77002 Telephone {713} 226-6000 Telecopier {713} 228-1331 porterhedges.com May 23, 2025 018392/0001 Agree Realty Corporation 32301 Woodward Avenue Royal Oak, Michigan 48073 Ladies and Gentlemen: We have acted as special Texas counsel to Agree Dallas Forest Drive, LLC, a Texas limited liability company (the “Texas Guarantor”), a subsidiary of A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 23, 2025 AGREE REALTY CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 23, 2025 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number) 3

Opinion of Burr & Forman LLP, regarding Florida and North Carolina law issues.

Exhibit 5.3 May 23, 2025 Agree Realty Corporation 32301 Woodward Avenue Royal Oak, Michigan 48073 Re:         $400,000,000 aggregate principal amount of 5.600% Notes due 2035   Ladies and Gentlemen:   We have acted as special North Carolina and Florida counsel to the entities set forth on Exhibit A to this opinion letter (the “Subsidiary Guarantors”) in connection with the transactions contemplate

Amendment to Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 16, 2025).

Exhibit 3.1 ARTICLES OF AMENDMENT OF AGREE REALTY CORPORATION AGREE REALTY CORPORATION, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that: FIRST: The Corporation desires to, and does hereby, amend the charter of the Corporation as currently in effect (the “Charter”) pursuant to Sections 2-601 et seq.

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 AGREE REALTY CORP Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt Guarantees of 5.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 14, 2025 AGREE REALTY CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 14, 2025 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number) 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 15, 2025 AGREE REALTY CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 15, 2025 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number) 3

Underwriting Agreement, dated May 14, 2025, by and among the Issuer, the Guarantors and J.P. Morgan Securities LLC, Mizuho Securities USA LLC, PNC Capital Markets LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

Exhibit 1.1 AGREE LIMITED PARTNERSHIP $400,000,000 5.600% Notes due 2035 UNDERWRITING AGREEMENT May 14, 2025 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020 PNC Capital Markets LLC 300 Fifth Avenue, 10th Floor Pittsburgh, Pennsylvania 15222 Wells Fargo Securities, LLC 550 South Tryon Street, 5th F

$400,000,000 AGREE LIMITED PARTNERSHIP 5.600% Notes due 2035

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-271668 PROSPECTUS SUPPLEMENT (To Prospectus dated May 5, 2023) $400,000,000 AGREE LIMITED PARTNERSHIP 5.600% Notes due 2035 Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), is offering $400,000,000 principal amount of its 5.600% Notes due 2035 (the “Notes”). The Notes will bear interes

Agree Realty Announces Pricing of $400 Million of 5.600% Senior Unsecured Notes Due 2035 Inclusive of Prior Hedging Activity the All-In Interest Rate of the Notes is 5.35%

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-271668 Relating to Preliminary Prospectus Supplement Dated May 14, 2025 to Prospectus Dated May 5, 2023 32301 Woodward Avenue Royal Oak, MI 48073 FOR IMMEDIATE RELEASE Agree Realty Announces Pricing of $400 Million of 5.600% Senior Unsecured Notes Due 2035 Inclusive of Prior Hedging Activity the All-In Interest Rate of

Filing Fee Table.

Calculation of Filing Fee Tables S-3 AGREE REALTY CORP Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock, par value $0.

Agree Limited Partnership $400,000,000 5.600% Notes due 2035 (the “Notes”) May 14, 2025 Pricing Term Sheet

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-271668 Relating to Preliminary Prospectus Supplement Dated May 14, 2025 to Prospectus Dated May 5, 2023 Agree Limited Partnership $400,000,000 5.600% Notes due 2035 (the “Notes”) May 14, 2025 Pricing Term Sheet Issuer: Agree Limited Partnership Guarantors: Agree Realty Corporation, the sole general partner of Agree Limi

As filed with the Securities and Exchange Commission on May 14, 2025

As filed with the Securities and Exchange Commission on May 14, 2025 Registration No.

SUBJECT TO COMPLETION, DATED MAY 14, 2025

TABLE OF CONTENTS This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed.

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 AGREE REALTY CORP Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock 457(r) $ 391,747,500.

4,500,000 Shares Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-271668 PROSPECTUS SUPPLEMENT (To prospectus dated May 5, 2023) 4,500,000 Shares Common Stock This is a public offering of common stock of Agree Realty Corporation. We expect to enter into a forward sale agreement with Bank of America, N.A., which we refer to in this capacity as the forward purchaser. In connection with the f

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 23, 2025 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number)

Underwriting Agreement, dated as of April 23, 2025 by and among the Company, the Operating Partnership, BofA Securities, Inc., as representative of the several underwriters named therein.

Exhibit 1.2 AGREE REALTY CORPORATION 4,500,000 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENT April 23, 2025 BofA Securities, Inc. As representative of the several underwriters named in Schedule I c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentlemen: Agree Realty Corporation, a Maryland corporation (the “Company”), Agree Limited Partn

Forward Sale Agreement, dated as of April 23, 2025 between the Company and Bank of America, N.A.

Exhibit 1.1 Date: April 23, 2025 To: Agree Realty Corporation 32301 Woodward Avenue Royal Oak, Michigan 48073 From: Bank of America, N.A. One Bryant Park, 8th Fl. New York, New York 10036 Re: Registered Forward Transaction Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Bank of America, N.A. (“Dealer”) and Ag

Subject to Completion, dated April 23, 2025

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

Agree Realty Corporation Reports First Quarter 2025 Results Raises 2025 Investment Guidance to $1.3 Billion to $1.5 Billion Increases 2025 AFFO Per Share Guidance to $4.27 to $4.30

Exhibit 99.1 32301 Woodward Ave. Royal Oak, MI 48073 www.agreerealty.com FOR IMMEDIATE RELEASE Agree Realty Corporation Reports First Quarter 2025 Results Raises 2025 Investment Guidance to $1.3 Billion to $1.5 Billion Increases 2025 AFFO Per Share Guidance to $4.27 to $4.30 Royal Oak, MI, April 22, 2025 - Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 22, 2025 AGREE REALTY CORPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 22, 2025 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Mark One ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025, or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period fromto Commission File Number 001-

APRIL 202 5 1 © 20 25 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY NET LEASE REIT FOCUSED ON THE ACQUISITION & DEVELOPMENT OF HIGH - QUALITY RETAIL PROPERTIES Founded in 1971 by Executive

Exhibit 99.2 APRIL 202 5 1 © 20 25 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY NET LEASE REIT FOCUSED ON THE ACQUISITION & DEVELOPMENT OF HIGH - QUALITY RETAIL PROPERTIES Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $ 11.9 billion (1) retail net lease REIT headquartered in Royal Oak, Michigan 2,42

Subsidiary Guarantors of Agree Realty Corporation.

Exhibit 22 AGREE REALTY CORPORATION List of Guarantor Subsidiaries The 2028, 2030, 2032, 2033 and 2034 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain of the following wholly owned subsidiaries of the Operating Partnership as of April 22, 2025: Guarantor Jurisdiction of Organization Agree 117 Mission, LLC Michigan Agree 2016, LLC Delaware Agree Absecon Urban Renewal, LLC New Jersey Agree Central, LLC Delaware Agree Chapel Hill NC, LLC Delaware Agree Columbia SC, LLC Delaware Agree Construction Management, LLC Delaware Agree Convenience No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 3, 2025 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number)

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 31, 2025 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

Exhibit - 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2024, Agree Realty Corporation (“Agree”, “the Company”, “we”, “our” and “us”) had two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as follows: (i) common stock, par value $.0001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-12928 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland 38-3148187 (State or other jurisdiction of incorporation or organization) (I.

FEBRUARY 202 5

Exhibit 99.2 FEBRUARY 202 5 1 © 20 25 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY NET LEASE REIT FOCUSED ON THE ACQUISITION & DEVELOPMENT OF HIGH - QUALITY RETAIL PROPERTIES Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $ 10.9 billion (1) retail net lease REIT headquartered in Royal Oak, Michigan 2

Subsidiary Guarantors of Agree Realty Corporation.

Exhibit 22 AGREE REALTY CORPORATION List of Guarantor Subsidiaries The 2028, 2030, 2032 and 2033 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain of the following wholly owned subsidiaries of the Operating Partnership as of February 11, 2025: Guarantor Jurisdiction of Organization Agree 117 Mission, LLC Michigan Agree 2016, LLC Delaware Agree Absecon Urban Renewal, LLC New Jersey Agree Central, LLC Delaware Agree Chapel Hill NC, LLC Delaware Agree Columbia SC, LLC Delaware Agree Construction Management, LLC Delaware Agree Convenience No.

Agree Realty Corporation Insider Trading Policy, adopted September 4, 2019, and amended December 7, 2024.

19.1 AGREE REALTY CORPORATION INSIDER TRADING POLICY Introduction For ease of use, references in this policy to the “Company” means Agree Realty Corporation, Agree Limited Partnership and their direct and indirect subsidiaries and affiliates. U.S. federal securities laws prohibit the purchase or sale of securities of a company by persons in possession of material, nonpublic information about such

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 11, 2025 AGREE REALTY CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 11, 2025 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file numb

Subsidiaries of Agree Realty Corporation.

Exhibit 21 AGREE REALTY CORPORATION Subsidiaries of the Registrant as of December 31, 2024 Guarantor Jurisdiction of Organization Agree Limited Partnership Delaware 1301 N 77 Sunshine LLC Illinois ADC Express, LLC Michigan Agree 117 Mission, LLC Michigan Agree 2016, LLC Delaware Agree Absecon Urban Renewal, LLC New Jersey Agree Beecher, LLC Michigan Agree Bristol & Fenton Project, LLC Michigan Agree Central, LLC Delaware Agree Chapel Hill NC, LLC Delaware Agree Columbia SC, LLC Delaware Agree Construction Management, LLC Delaware Agree Convenience No.

Agree Realty Corporation Reports Fourth Quarter and Full Year 2024 Results Provides Initial 2025 AFFO Per Share Guidance of $4.26 to $4.30

Exhibit 99.1 32301 Woodward Ave. Royal Oak, MI 48073 www.agreerealty.com FOR IMMEDIATE RELEASE Agree Realty Corporation Reports Fourth Quarter and Full Year 2024 Results Provides Initial 2025 AFFO Per Share Guidance of $4.26 to $4.30 Royal Oak, MI, February 11, 2025 - Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter and full year ended December 31, 2024.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 6, 2025 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number

Agree Realty Announces 2024 Investment Activity & 2025 Investment Outlook 2025 Investment Guidance of $1.1 Billion to $1.3 Billion Balance Sheet Pre-Equitized with Liquidity of Over $2.0 Billion

Exhibit 99.1 32301 Woodward Avenue Royal Oak, MI 48073 www.agreerealty.com FOR IMMEDIATE RELEASE Agree Realty Announces 2024 Investment Activity & 2025 Investment Outlook 2025 Investment Guidance of $1.1 Billion to $1.3 Billion Balance Sheet Pre-Equitized with Liquidity of Over $2.0 Billion Royal Oak, MI, January 6, 2025 - Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced a summ

JANUARY 202 5

Exhibit 99.2 JANUARY 202 5 1 © 20 25 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY NET LEASE REIT FOCUSED ON THE ACQUISITION & DEVELOPMENT OF HIGH - QUALITY RETAIL PROPERTIES Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $ 10.6 billion retail net lease REIT headquartered in Royal Oak, Michigan 2,370

Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 12, 2024).

  Exhibit 3.1   SECOND AMENDED AND RESTATED BYLAWS   of   AGREE REALTY CORPORATION   (Amended as of December 6, 2024)   ARTICLE I.   STOCKHOLDERS   SECTION 1.01. Annual Meeting. Agree Realty Corporation, a Maryland corporation (the “Corporation”), shall hold an annual meeting of its stockholders to elect directors and transact any other business within its powers on the date and at the time and pl

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 12, 2024 (December 6, 2024) AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (C

ADC / Agree Realty Corporation / COHEN & STEERS, INC. Passive Investment

SC 13G 1 adc13gbody-093024.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Initial Filing)* Agree Realty Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 008492100 (CUSIP Number) September 30, 2024

Forward Sale Agreement, dated as of October 24, 2024 between the Company and Citibank, N.A.

  Exhibit 1.1   EXECUTION COPY   Date: October 24, 2024   To: Agree Realty Corporation 32301 Woodward Avenue   Royal Oak, Michigan 48073   From: Citibank, N.A. 390 Greenwich Street New York, NY 10013 Attn: Theodore Finkelstein Telephone: (212) 723-3850   Re:          Registered Forward Transaction   Ladies and Gentlemen:   The purpose of this letter agreement is to confirm the terms and conditions

Forward Sale Agreement, dated as of October 24, 2024 between the Company and Wells Fargo Bank, National Association.

Exhibit 1.2 EXECUTION COPY Date: October 24, 2024 To: Agree Realty Corporation 32301 Woodward Avenue Royal Oak, Michigan 48073 From: Wells Fargo Bank, National Association 30 Hudson Yards New York, NY 10002-2170 Re:          Registered Forward Transaction Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Wells

Underwriting Agreement, dated as of October 24, 2024 by and among the Company, the Operating Partnership, Citigroup Global Markets Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

  Exhibit 1.3   AGREE REALTY CORPORATION   4,400,000 Shares of Common Stock   (Par Value $0.0001 Per Share)   UNDERWRITING AGREEMENT   October 24, 2024   Citigroup Global Markets Inc. Wells Fargo Securities, LLC As representatives of the several underwriters named in Schedule I   c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013   c/o Wells Fargo Securities, LLC 500 W

4,400,000 Shares Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)   Registration No. 333-271668 PROSPECTUS SUPPLEMENT (To prospectus dated May 5, 2023) 4,400,000 Shares Common Stock This is a public offering of common stock of Agree Realty Corporation. We expect to enter into a forward sale agreement with each of Citibank, N.A., and Wells Fargo Bank, National Association, which we refer to in this capacity as t

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 AGREE REALTY CORP Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock 457(r) $ 374,440,000.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 28, 2024 (October 24, 2024) AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Co

$1,250,000,000 Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-271668 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED MAY 5, 2023) $1,250,000,000 Common Stock We have entered into an at-the-market (“ATM”) equity distribution agreement (the “ATM equity distribution agreement”) with Wells Fargo Securities, LLC (“Wells Fargo Securities”), Robert W. Baird & Co. Incorporated (“Baird”), BofA Secur

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 AGREE REALTY CORP Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock 457(o) $ 1,250,000,000.

Equity Distribution Agreement, dated October 25, 2024, among the Company, the Sales Agents party thereto, and the Forward Purchasers party thereto.

Exhibit 1.1 AGREE REALTY CORPORATION $1,250,000,000 of Shares of Common Stock (par value $0.0001 per share) Equity Distribution Agreement October 25, 2024 Wells Fargo Securities, LLC 500 West 33rd St, 14th Floor New York, New York 10001 BofA Securities, Inc. One Bryant Park New York, New York 10036 BTIG, LLC 65 East 55th Street New York, New York 10022 Citigroup Global Markets Inc. 388 Greenwich S

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 25, 2024 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file numbe

Subject to Completion, dated October 24, 2024

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Mark One ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024, or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period fromto Commission File Number

Subsidiary Guarantors of Agree Realty Corporation.

Exhibit 22 AGREE REALTY CORPORATION List of Guarantor Subsidiaries The Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and the following wholly owned subsidiaries of the Operating Partnership as of October 22, 2024: Guarantor Jurisdiction of Organization Agree 117 Mission, LLC Michigan Agree 2016, LLC Delaware Agree Absecon Urban Renewal, LLC New Jersey Agree Central, LLC Delaware Agree Chapel Hill NC, LLC Delaware Agree Columbia SC, LLC Delaware Agree Construction Management, LLC Delaware Agree Convenience No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 22, 2024 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file numbe

First Amendment to Term Loan Agreement, dated as of August 8, 2024 by and among Agree Realty Corporation, Agree Limited Partnership, PNC Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein.

Exhibit 10.2 FIRST AMENDMENT TO TERM LOAN AGREEMENT This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of August 8, 2024, by and among AGREE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), AGREE REALTY CORPORATION, a Maryland corporation (the “Parent”), each of the Subsidiary Guarantors party hereto (together with the Parent, the “Guarantors”) each of the

Agree Realty Corporation Reports Third Quarter 2024 Results Raises 2024 Acquisition Guidance to Approximately $850 Million Capital Markets Activities Drive Record Liquidity of Over $1.9 Billion

Exhibit 99.1 32301 Woodward Ave. Royal Oak, MI 48073 www.agreerealty.com FOR IMMEDIATE RELEASE Agree Realty Corporation Reports Third Quarter 2024 Results Raises 2024 Acquisition Guidance to Approximately $850 Million Capital Markets Activities Drive Record Liquidity of Over $1.9 Billion Royal Oak, MI, October 22, 2024 - Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results

OCTOBER 2024

Exhibit 99.2 OCTOBER 2024 1 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY NET LEASE REIT FOCUSED ON THE ACQUISITION & DEVELOPMENT OF HIGH - QUALITY RETAIL PROPERTIES Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $ 10.8 billion (1) retail net lease REIT headquartered in Royal Oak, Michigan 2,2

ADC / Agree Realty Corporation / STATE STREET CORP Passive Investment

SC 13G/A 1 AgreeRealtyCorp.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AGREE REALTY CORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 008492100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 2, 2024 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number

Fourth Amended and Restated Credit Agreement, dated as of August 8, 2024, by and among Agree Realty Corporation, Agree Limited Partnership, PNC Bank, National Association as Administrative Agent, and a syndicate of lenders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 8, 2024).

Exhibit 10.1 Execution Version FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of August 8, 2024 among AGREE REALTY CORPORATION, as the Parent, AGREE LIMITED PARTNERSHIP, as the Borrower, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and The Lenders Party Hereto PNC CAPITAL MARKETS LLC, CITIBANK, N.A., and WELLS FARGO SECURITIES, LLC, as Joint Book Managers, PNC CAPITAL

First Amendment to Term Loan Agreement, dated as of August 8, 2024 by and among Agree Realty Corporation, Agree Limited Partnership, PNC Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein.

Exhibit 10.2 FIRST AMENDMENT TO TERM LOAN AGREEMENT This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of August 8, 2024, by and among AGREE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), AGREE REALTY CORPORATION, a Maryland corporation (the “Parent”), each of the Subsidiary Guarantors party hereto (together with the Parent, the “Guarantors”) each of the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 8, 2024 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number)

Agree Realty Corporation Reports Second Quarter 2024 Results Increases 2024 AFFO Per Share Guidance to $4.11 to $4.14; Raises 2024 Acquisition Guidance to Approximately $700 Million; Receives Commitments to Expand Credit Facility to $1.25 Billion & E

Exhibit 99.1 32301 Woodward Ave. Royal Oak, MI 48073 www.agreerealty.com FOR IMMEDIATE RELEASE Agree Realty Corporation Reports Second Quarter 2024 Results Increases 2024 AFFO Per Share Guidance to $4.11 to $4.14; Raises 2024 Acquisition Guidance to Approximately $700 Million; Receives Commitments to Expand Credit Facility to $1.25 Billion & Extend Maturity Until 2029 Royal Oak, MI, July 23, 2024

Form of Agree Realty Corporation 2024 Omnibus Incentive Plan Performance Unit Award.

Exhibit 10.3 PERFORMANCE UNIT AWARD NOTICE Agree Realty Corporation , 20 THIS PERFORMANCE UNIT AWARD NOTICE, dated as of , 20, sets forth the terms of a grant of performance units by Agree Realty Corporation, a Maryland corporation (the “Company”), to the Grantee named below. WHEREAS, the Company has adopted the Agree Realty Corporation 2024 Omnibus Incentive Plan (the “Plan”) in order to enhance

Form of Agree Realty Corporation 2024 Omnibus Incentive Plan Restricted Stock Agreement.

Exhibit 10.2 AGREE REALTY CORPORATION 2024 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AGREEMENT This RESTRICTED STOCK AGREEMENT dated as of , 20, sets forth the terms of a grant of Restricted Stock by Agree Realty Corporation, a Maryland corporation (the “Company”), to the Grantee named below. WHEREAS, the Company has adopted the Agree Realty Corporation 2024 Omnibus Incentive Plan (the “Plan”) to pr

Form of Agree Realty Corporation 2024 Omnibus Incentive Plan Restricted Stock Notice.

Exhibit 10.1 AGREE REALTY CORPORATION 2024 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK NOTICE This RESTRICTED STOCK NOTICE dated as of , 20, sets forth the terms of a grant of Restricted Stock by Agree Realty Corporation, a Maryland corporation (the “Company”), to the Grantee named below. WHEREAS, the Company has adopted the Agree Realty Corporation 2024 Omnibus Incentive Plan (the “Plan”) to provide

JULY 2024

Exhibit 99.2 JULY 2024 1 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY NET LEASE REIT FOCUSED ON THE ACQUISITION & DEVELOPMENT OF HIGH - QUALITY RETAIL PROPERTIES Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $ 9.7 billion (1) retail net lease REIT headquartered in Royal Oak, Michigan 2,202 r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Mark One ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024, or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period fromto Commission File Number 001-1

AGREE REALTY CORPORATION List of Guarantor Subsidiaries

Exhibit 22 AGREE REALTY CORPORATION List of Guarantor Subsidiaries The Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and the following wholly owned subsidiaries of the Operating Partnership as of July 23, 2024: Guarantor Jurisdiction of Organization Agree 117 Mission, LLC Michigan Agree 2016, LLC Delaware Agree Absecon Urban Renewal, LLC New Jersey Agree Central, LLC Delaware Agree Chapel Hill NC, LLC Delaware Agree Columbia SC, LLC Delaware Agree Construction Management, LLC Delaware Agree Convenience No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 23, 2024 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number)

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 3, 2024 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number) 3

As filed with the U.S. Securities and Exchange Commission on June 6, 2024

As filed with the U.S. Securities and Exchange Commission on June 6, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Agree Realty Corporation (Exact name of Registrant as specified in its charter) Maryland 38-3148187 (State or other jurisdiction of incorporation or organization) (IRS

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Agree Realty Corporation (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering price Per Unit Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

Agree Realty Corporation 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 23, 2024).

Exhibit 10.1 2024 OMNIBUS INCENTIVE PLAN AGREE REALTY CORPORATION Agree Realty Corporation 2024 Omnibus Incentive Plan (As approved by the Board on February 21, 2024) 1. Purposes of Plan. The purposes of this Plan are (a) to provide incentives and awards to Employees, Directors and Consultants of the Company and its Affiliates, by encouraging their contribution to the long-term performance and gro

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 23, 2024 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number) 3

Opinion of Porter Hedges LLP, regarding Texas law issues.

Exhibit 5.4 1000 Main Street, 36th Floor Houston, Texas 77002 Telephone {713} 226-6000 Telecopier {713} 228-1331 porterhedges.com May 13, 2024 Agree Realty Corporation 32301 Woodward Avenue Royal Oak, Michigan 48073 Ladies and Gentlemen: We have acted as special Texas counsel to Agree Dallas Forest Drive, LLC, a Texas limited liability company (the “Texas Guarantor”), a subsidiary of Agree Limited

Indenture Officer’s Certificate, dated as of May 13, 2024, among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 13, 2024).

Exhibit 4.2 AGREE REALTY CORPORATION OFFICER’S CERTIFICATE May 13, 2024 The undersigned, Joel N. Agree, President and Chief Executive Officer of AGREE REALTY CORPORATION (the “General Partner”), a Maryland corporation operating as a real estate investment trust, hereby certifies, on behalf of the General Partner in its own capacity and as sole general partner of AGREE LIMITED PARTNERSHIP, a Delawa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 13, 2024 AGREE REALTY CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 13, 2024 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number) 3

Opinion of Burr & Forman LLP, regarding Florida and North Carolina law issues.

Exhibit 5.3 May 13, 2024 Agree Realty Corporation 32301 Woodward Avenue Royal Oak, Michigan 48073 Re:      $450,000,000 aggregate principal amount of 5.625% Notes due 2034 Ladies and Gentlemen: We have acted as special North Carolina and Florida counsel to the entities set forth on Exhibit A to this opinion letter (the “Subsidiary Guarantors”) in connection with the transactions contemplated by th

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 8, 2024 (May 6, 2024) AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission f

Underwriting Agreement, dated May 6, 2024, by and among the Issuer, the Guarantors and PNC Capital Markets LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

Exhibit 1.1 AGREE LIMITED PARTNERSHIP $450,000,000 5.625% Notes due 2034 UNDERWRITING AGREEMENT May 6, 2024 PNC Capital Markets LLC 300 Fifth Avenue, 10th Floor Pittsburgh, Pennsylvania 15222 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Wells Fargo Securities, LLC 550 South Tryon Street, 5th Floor

Calculation of Filing Fee Table (Form Type) Agree Realty Corporation Agree Limited Partnership (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(5) (Form Type) Agree Realty Corporation Agree Limited Partnership (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Agree Realty Corporation Debt Guarantees of 5.

$450,000,000 AGREE LIMITED PARTNERSHIP 5.625% Notes due 2034

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-271668 PROSPECTUS SUPPLEMENT (To Prospectus dated May 5, 2023) $450,000,000 AGREE LIMITED PARTNERSHIP 5.625% Notes due 2034 Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), is offering $450,000,000 principal amount of its 5.625% Notes due 2034 (the “Notes”). The Notes will bear interes

As filed with the Securities and Exchange Commission on May 6, 2024

As filed with the Securities and Exchange Commission on May 6, 2024 Registration No.

SUBJECT TO COMPLETION, DATED MAY 6, 2024

TABLE OF CONTENTS This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table FORM S-3ASR (Form Type) Agree Realty Corporation Agree Limited Partnership (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Agree Realty Corp: Equity Common Stock, par value $0.

Agree Limited Partnership $450,000,000 5.625% Notes due 2034 (the “Notes”) May 6, 2024 Pricing Term Sheet

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-271668 Relating to Preliminary Prospectus Supplement Dated May 6, 2024 to Prospectus Dated May 5, 2023 Agree Limited Partnership $450,000,000 5.625% Notes due 2034 (the “Notes”) May 6, 2024 Pricing Term Sheet Issuer: Agree Limited Partnership Guarantors: Agree Realty Corporation, the sole general partner of Agree Limite

Agree Realty Announces Pricing of $450 Million of 5.625% Senior Unsecured Notes Due 2034

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-271668 Relating to Preliminary Prospectus Supplement Dated May 6, 2024 to Prospectus Dated May 5, 2023 32301 Woodward Avenue Royal Oak, MI 48703 FOR IMMEDIATE RELEASE Agree Realty Announces Pricing of $450 Million of 5.625% Senior Unsecured Notes Due 2034 Royal Oak, MI, May 6, 2024 - Agree Realty Corporation (NYSE: ADC)

AGREE REALTY CORPORATION List of Guarantor Subsidiaries

Exhibit 22 AGREE REALTY CORPORATION List of Guarantor Subsidiaries The 2028, 2030 and 2033 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and the following wholly owned subsidiaries of the Operating Partnership as of April 23, 2024: Guarantor Jurisdiction of Organization Agree 117 Mission, LLC Michigan Agree 2016, LLC Delaware Agree Absecon Urban Renewal, LLC New Jersey Agree Central, LLC Delaware Agree Chapel Hill NC, LLC Delaware Agree Columbia SC, LLC Delaware Agree Construction Management, LLC Delaware Agree Convenience No.

Summary of Director Compensation (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).

Exhibit 10.1 SUMMARY OF COMPENSATION FOR THE BOARD OF DIRECTORS OF AGREE REALTY CORPORATION (Effective as of February 21, 2024) Annual Board Member Retainer: Non-Employee Director:$185,000* Audit Committee Chair:$25,000 (in addition to non-employee retainer) Lead Independent Director: $30,000 (in addition to non-employee retainer) Compensation Committee Chair:$20,000 (in addition to non-employee r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Mark One ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024, or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period fromto Commission File Number 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 23, 2024 AGREE REALTY CORPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 23, 2024 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number)

APRIL 2024

Exhibit 99.2 APRIL 2024 1 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY NET LEASE REIT FOCUSED ON THE ACQUISITION & DEVELOPMENT OF HIGH - QUALITY RETAIL PROPERTIES Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $ 8.3 billion (1) retail net lease REIT headquartered in Royal Oak, Michigan 2,161

Agree Realty Corporation Reports First Quarter 2024 Results Introduces 2024 AFFO Per Share Guidance of $4.10 to $4.13

Exhibit 99.1 32301 Woodward Ave. Royal Oak, MI 48073 www.agreerealty.com FOR IMMEDIATE RELEASE Agree Realty Corporation Reports First Quarter 2024 Results Introduces 2024 AFFO Per Share Guidance of $4.10 to $4.13 Royal Oak, MI, April 23, 2024 - Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter ended March 31, 2024. All per share amounts included herein ar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 3, 2024 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number)

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 1, 2024 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number)

MARCH 2024

Exhibit 99.1 MARCH 2024 1 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY NET LEASE REIT FOCUSED ON THE ACQUISITION & DEVELOPMENT OF HIGH - QUALITY RETAIL PROPERTIES Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $ 8.2 billion (1) retail net lease REIT headquartered in Royal Oak, Michigan 2,135

$1,000,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-271668 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED MAY 5, 2023) $1,000,000,000 Common Stock We have entered into an at-the-market (“ATM”) equity distribution agreement (the “ATM equity distribution agreement”) with Wells Fargo Securities, LLC (“Wells Fargo Securities”), Robert W. Baird & Co. Incorporated (“Baird”), BofA Securities, Inc. (“BofA S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 16, 2024 AGREE REALTY CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 16, 2024 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file numb

ATM Distribution Agreement, dated February 16, 2024, among the Company, the Sales Agents party thereto, and the Forward Purchasers party thereto.

Exhibit 1.1 AGREE REALTY CORPORATION $1,000,000,000 of Shares of Common Stock (par value $0.0001 per share) Equity Distribution Agreement February 16, 2024 Wells Fargo Securities, LLC 500 West 33rd St, 14th Floor New York, New York 10001 BofA Securities, Inc. One Bryant Park New York, New York 10036 BTIG, LLC 65 East 55th Street New York, New York 10022 Capital One Securities, Inc. 299 Park Avenue

Calculation of Filing Fee Table (Form Type) Agree Realty Corporation (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(5) (Form Type) Agree Realty Corporation (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock Rule 457(o) 1,000,000,000 0.

Reimbursement Agreement, dated as of October 3, 2023 by and between the Company and Richard Agree.

Exhibit – 10.8 REIMBURSEMENT AGREEMENT THIS REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into on this 3rd day of October, 2023, by and between Agree Realty Corporation, a Maryland corporation (the “REIT”) and Richard Agree (“Richard”), but provided that it shall be effective on January 1, 2023 pursuant to Section 761(c) of the tax code. RECITALS: A.The REIT and Richard are the only partne

Agree Realty Corporation Insider Trading Policy, adopted September 4, 2019, and amended December 7, 2023.

Exhibit 19.1 AGREE REALTY CORPORATION INSIDER TRADING POLICY Introduction For ease of use, references in this policy to the “Company” means Agree Realty Corporation, Agree Limited Partnership and their direct and indirect subsidiaries and affiliates. U.S. federal securities laws prohibit the purchase or sale of securities of a company by persons in possession of material, nonpublic information abo

ADC / Agree Realty Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0207-agreerealtycorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Agree Realty Corp Title of Class of Securities: Common Stock CUSIP Number: 008492100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate

FEBRUARY 2024

Exhibit 99.2 FEBRUARY 2024 1 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY NET LEASE REIT FOCUSED ON THE ACQUISITION & DEVELOPMENT OF HIGH - QUALITY RETAIL PROPERTIES Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $ 8.5 billion (1) retail net lease REIT headquartered in Royal Oak, Michigan 2,1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-12928 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland 38-3148187 (State or other jurisdiction of incorporation or organization) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 13, 2024 AGREE REALTY CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 13, 2024 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file numb

Subsidiary Guarantors of Agree Realty Corporation

Exhibit 22 AGREE REALTY CORPORATION List of Guarantor Subsidiaries The 2028, 2030, 2032 and 2033 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain of the following wholly owned subsidiaries of the Operating Partnership as of February 13, 2024: Guarantor Jurisdiction of Organization Agree 117 Mission, LLC Michigan Agree 2016, LLC Delaware Agree Absecon Urban Renewal, LLC New Jersey Agree Central, LLC Delaware Agree Chapel Hill NC, LLC Delaware Agree Columbia SC, LLC Delaware Agree Construction Management, LLC Delaware Agree Convenience No.

Subsidiaries of Agree Realty Corporation.

Exhibit 21 AGREE REALTY CORPORATION Subsidiaries of the Registrant as of December 31, 2023 Guarantor Jurisdiction of Organization Agree Limited Partnership Delaware ADC Express, LLC Michigan Agree 117 Mission, LLC Michigan Agree 2016, LLC Delaware Agree Absecon Urban Renewal, LLC New Jersey Agree Beecher, LLC Michigan Agree Bristol & Fenton Project, LLC Michigan Agree Central, LLC Delaware Agree Chapel Hill NC, LLC Delaware Agree Columbia SC, LLC Delaware Agree Construction Management, LLC Delaware Agree Convenience No.

Agree Realty Corporation Reports Fourth Quarter and Full Year 2023 Results Fourth Quarter ATM Activity Creates $500 Million of Leverage Neutral Investment Capacity

Exhibit 99.1 32301 Woodward Ave. Royal Oak, MI 48073 www.agreerealty.com FOR IMMEDIATE RELEASE Agree Realty Corporation Reports Fourth Quarter and Full Year 2023 Results Fourth Quarter ATM Activity Creates $500 Million of Leverage Neutral Investment Capacity Royal Oak, MI, February 13, 2024 - Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter and full year

Agree Realty Corporation Compensation Recovery Policy, effective as of December 1, 2023.

Exhibit 97.1 Agree Realty Corporation Compensation Recovery Policy Effective as of December 1, 2023 1.Purpose. Agree Realty Corporation a Maryland corporation (the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted this Compensation Recovery Policy

JANUARY 2024

Exhibit 99.2 JANUARY 2024 1 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY NET LEASE REIT FOCUSED ON THE ACQUISITION & DEVELOPMENT OF HIGH - QUALITY RETAIL PROPERTIES Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $ 8.9 billion retail net lease REIT headquartered in Royal Oak, Michigan 2,135 re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 3, 2024 AGREE REALTY CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 3, 2024 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number

Agree Realty Announces 2023 Investment Activity & Provides Capital Markets Update Fourth Quarter Capital Markets Activity Further Fortifies Balance Sheet

Exhibit 99.1 32301 Woodward Avenue Royal Oak, MI 48073 www.agreerealty.com FORIMMEDIATE RELEASE Agree Realty Announces 2023 Investment Activity & Provides Capital Markets Update Fourth Quarter Capital Markets Activity Further Fortifies Balance Sheet Royal Oak, MI, January 3, 2024 - Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced a summary of its investment activity in 2023 and

Agree Realty Announces Appointment of Linglong He to Board of Directors

Exhibit 99.1 32301 Woodward Avenue Royal Oak, MI 48073 www.agreerealty.com FOR IMMEDIATE RELEASE Agree Realty Announces Appointment of Linglong He to Board of Directors Royal Oak, MI, December 11, 2023 - Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced that Linglong He will join the Company’s Board of Directors (the “Board”), effective January 1, 2024. Ms. He is currently the C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 11, 2023 (December 7, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 11, 2023 (December 7, 2023) AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Mark One ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023, or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period fromto Commission File Number

OCTOBER 2023

Exhibit 99.2 OCTOBER 2023 1 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY NET LEASE REIT FOCUSED ON THE ACQUISITION & DEVELOPMENT OF HIGH - QUALITY RETAIL PROPERTIES Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $ 8.0 billion (1) retail net lease REIT headquartered in Royal Oak, Michigan 2,08

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 24, 2023 AGREE REALTY COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 24, 2023 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file numbe

Agree Realty Corporation Reports Third Quarter 2023 Results Achieves Record Investment Grade Exposure Approaching 69% of Annualized Base Rents

Exhibit 99.1 32301 Woodward Ave. Royal Oak, MI 48073 www.agreerealty.com FOR IMMEDIATE RELEASE Agree Realty Corporation Reports Third Quarter 2023 Results Achieves Record Investment Grade Exposure Approaching 69% of Annualized Base Rents Royal Oak, MI, October 24, 2023 - Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter ended September 30, 2023. All per s

Employment Agreement, dated October 1, 2023, by and between Agree Realty Corporation and Joel Agree (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on October 24, 2023).

Exhibit 10.2 AGREEMENT REGARDING EMPLOYMENT TERMS This AGREEMENT REGARDING EMPLOYMENT TERMS (this “Agreement”) is made effective as of the 1st day of October, 2023, by and between AGREE REALTY CORPORATION, a Maryland corporation (the “Company”), and JOEL AGREE (the “Executive”). WITNESSETH: WHEREAS, the Company and the Executive entered into an Amended Employment Agreement dated October 1, 2020 (t

Subsidiary Guarantors of Agree Realty Corporation

Exhibit 22 AGREE REALTY CORPORATION List of Guarantor Subsidiaries The 2028, 2030 and 2033 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and the following wholly owned subsidiaries of the Operating Partnership as of October 24, 2023: Guarantor Jurisdiction of Organization Agree 117 Mission, LLC Michigan Agree 2016, LLC Delaware Agree Absecon Urban Renewal, LLC New Jersey Agree Central, LLC Delaware Agree Chapel Hill NC, LLC Delaware Agree Columbia SC, LLC Delaware Agree Construction Management, LLC Delaware Agree Convenience No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 4, 2023 AGREE REALTY CORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 4, 2023 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number) 38-3148187 (I.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 28, 2023 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number) 38-3148187 (I.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 18, 2023 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file num

### Peter Coughenour Chief Financial Officer Agree Realty Corporation (248) 737-4190

Exhibit 99.1 32301 Woodward Ave. Royal Oak, MI 48073 www.agreerealty.com FOR IMMEDIATE RELEASE Agree Realty Corporation Reports Second Quarter 2023 Results Increases 2023 Acquisition Guidance to At Least $1.3 Billion; Portfolio Surpasses 2,000 Properties Royal Oak, MI, August 1, 2023 - Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter ended June 30, 2023.

Subsidiary Guarantors of Agree Realty Corporation

Exhibit 22 AGREE REALTY CORPORATION List of Guarantor Subsidiaries The 2028, 2030 and 2033 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and the following wholly owned subsidiaries of the Operating Partnership as of August 1, 2023: Guarantor Jurisdiction of Organization Agree 117 Mission, LLC Michigan Agree 2016, LLC Delaware Agree Central, LLC Delaware Agree Chapel Hill NC, LLC Delaware Agree Columbia SC, LLC Delaware Agree Convenience No.

AUGUST 2023

Exhibit 99.2 AUGUST 2023 1 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY NET LEASE REIT FOCUSED ON THE ACQUISITION & DEVELOPMENT OF HIGH - QUALITY RETAIL PROPERTIES Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $ 8.6 billion (1) retail net lease REIT headquartered in Bloomfield Hills, Michiga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Mark One ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023, or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period fromto Commission File Number 001-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 1, 2023 (July 31, 2023) AG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 1, 2023 (July 31, 2023) AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commiss

Term Loan Agreement, dated as of July 31, 2023 by and among Agree Realty Corporation, Agree Limited Partnership, PNC Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 1, 2023).

Exhibit 10.1 Execution Version TERM LOAN AGREEMENT Dated as of July 31, 2023 among AGREE REALTY CORPORATION, as the Parent, AGREE LIMITED PARTNERSHIP, as the Borrower, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and The Lenders Party Hereto PNC CAPITAL MARKETS LLC, CITIBANK, N.A., WELLS FARGO SECURITIES, LLC, and JPMORGAN CHASE BANK, N.A., as Joint Bookrunners, PNC CAPITAL MARKETS LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 5, 2023 AGREE REALTY CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 5, 2023 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number) 3

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 11, 2023 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number) 3

$750,000,000 Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-271668 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED MAY 5, 2023) $750,000,000 Common Stock We have previously entered into separate at the market (“ATM”) equity distribution agreements, each dated September 2, 2022, with Wells Fargo Securities, LLC (“Wells Fargo Securities”), BofA Securities, Inc. (“BofA Securities”), Capital

Form of Amendment No. 1 to Equity Distribution Agreement (Non-Forward)

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

As filed with the Securities and Exchange Commission on May 5, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 5, 2023 Registration No.

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 (previously filed as an exhibit to the Registration Statement).

Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ¨ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

Form of Amendment No. 1 to Equity Distribution Agreement (Forward)

Exhibit 1.4 Agree Realty Corporation (a Maryland corporation) Shares of Common Stock (Par Value $0.0001) AMENDMENT NO. 1 TO THE EQUITY DISTRIBUTION AGREEMENT May 5, 2023 [ · ] [ · ] [ · ] To the addressee set forth above: Reference is made to the Equity Distribution Agreement, dated September 2, 2022 (the “Agreement”), by and among Agree Realty Corporation, a Maryland corporation (the “Company”),

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table FORM S-3ASR (Form Type) Agree Realty Corporation Agree Limited Partnership (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Agree Realty Corp: Equity Common Stock, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 5, 2023 AGREE REALTY CORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 5, 2023 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State of other jurisdiction of incorporation) 1-12928 (Commission file number) 38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Mark One ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023, or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period fromto Commission File Number 001-

Agree Realty Corporation Reports First Quarter 2023 Results Increases 2023 Acquisition Guidance to At Least $1.2 Billion

Exhibit 99.1 70 E. Long Lake Rd. Bloomfield Hills, MI 48304 www.agreerealty.com FOR IMMEDIATE RELEASE Agree Realty Corporation Reports First Quarter 2023 Results Increases 2023 Acquisition Guidance to At Least $1.2 Billion Bloomfield Hills, MI, May 4, 2023 - Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter ended March 31, 2023. All per share amounts incl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2023 AGREE REALTY CORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2023 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number) 38

Subsidiary Guarantors of Agree Realty Corporation

Exhibit 22 AGREE REALTY CORPORATION List of Guarantor Subsidiaries The 2028, 2030 and 2033 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and the following wholly owned subsidiaries of the Operating Partnership as of May 4, 2023: Guarantor Jurisdiction of Organization Agree 117 Mission, LLC Michigan Agree 2016, LLC Delaware Agree Central, LLC Delaware Agree Chapel Hill NC, LLC Delaware Agree Charleston WV, LLC Delaware Agree Columbia SC, LLC Delaware Agree Convenience No.

MAY 2023

Exhibit 99.2 MAY 2023 1 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY NET LEASE REIT FOCUSED ON THE ACQUISITION & DEVELOPMENT OF HIGH - QUALITY RETAIL PROPERTIES Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $ 8.6 billion (1) retail net lease REIT headquartered in Bloomfield Hills, Michigan 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨ Preliminary proxy statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Under §240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 5, 2023 AGREE REALTY CORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 5, 2023 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number)

Definitive Proxy Statement on Schedule 14A filed with the SEC on March 31, 2023;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

First Amendment to Third Amendment and Restated Credit Agreement, dated as of December 15, 2021 by and among Agree Realty Corporation, Agree Limited Partnership, PNC Bank, National Association as Administrative Agent, and a syndicate of lenders named therein.

Exhibit 10.29 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT (this “Amendment”) dated as of November 21, 2022, by and among AGREE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), AGREE REALTY CORPORATION, a Maryland corporation (the “Parent”), each of the Subsidiary Guarantors party h

FEBRUARY 2023

Exhibit 99.2 FEBRUARY 2023 1 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY Net lease growth REIT focused on the acquisition and development of high - quality retail properties Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $8.7 billion (1) retail net lease REIT headquartered in Bloomfield Hill

Summary of Director Compensation

Exhibit – 10.6 SUMMARY OF COMPENSATION FOR THE BOARD OF DIRECTORS OF AGREE REALTY CORPORATION (Effective as of February 3, 2023) Annual Board Member Retainer: Non-Employee Director:$180,000* Audit Committee Chair:$15,000 (in addition to non-employee retainer) Lead Independent Director: $15,000 (in addition to non-employee retainer) Compensation Committee Chair:$7,500 (in addition to non-employee r

Subsidiaries of Agree Realty Corporation.

Exhibit 21 AGREE REALTY CORPORATION Subsidiaries of the Registrant as of December 31, 2022 Guarantor Jurisdiction of Organization Agree Limited Partnership Delaware ADC Express, LLC Michigan Agree 117 Mission, LLC Michigan Agree 2016, LLC Delaware Agree Beecher, LLC Michigan Agree Bristol & Fenton Project, LLC Michigan Agree Central, LLC Delaware Agree Chapel Hill NC, LLC Delaware Agree Columbia SC, LLC Delaware Agree Construction Management, LLC Delaware Agree Convenience No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-12928 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland 38-3148187 (State or other jurisdiction of incorporation or organization) (I.

Subsidiary Guarantors of Agree Realty Corporation.

Exhibit 22 AGREE REALTY CORPORATION List of Guarantor Subsidiaries The 2028, 2030, 2032 and 2033 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain of the following wholly owned subsidiaries of the Operating Partnership as of February 14, 2023: Guarantor Jurisdiction of Organization Agree 117 Mission, LLC Michigan Agree 2016, LLC Delaware Agree Central, LLC Delaware Agree Chapel Hill NC, LLC Delaware Agree Columbia SC, LLC Delaware Agree Convenience No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 14, 2023 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file numb

Agree Realty Corporation Reports Fourth Quarter and Record Full Year 2022 Results

Exhibit 99.1 70 E. Long Lake Rd. Bloomfield Hills, MI 48304 www.agreerealty.com FOR IMMEDIATE RELEASE Agree Realty Corporation Reports Fourth Quarter and Record Full Year 2022 Results Bloomfield Hills, MI, February 14, 2023 - Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter and full year ended December 31, 2022. All per share amounts included herein are

ADC / Agree Realty Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Agree Realty Corp. Title of Class of Securities: REIT CUSIP Number: 008492100 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13

JANUARY 2023

Exhibit 99.2 JANUARY 2023 1 ? 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY Net lease growth REIT focused on the acquisition and development of high - quality retail properties Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $8.5 billion (1) retail net lease REIT headquartered in Bloomfield Hills

Agree Realty Announces Record 2022 Investment Activity & Provides Update on Capital Markets Activities Balance Sheet Fully Funded for 2023 Investment Activity

Exhibit 99.1 70 E. Long Lake Rd. Bloomfield Hills, MI 48304 www.agreerealty.com FOR IMMEDIATE RELEASE Agree Realty Announces Record 2022 Investment Activity & Provides Update on Capital Markets Activities Balance Sheet Fully Funded for 2023 Investment Activity Bloomfield Hills, MI, January 4, 2023 - Agree Realty Corporation (NYSE: ADC) (the ?Company?) today announced a summary of its record invest

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 4, 2023 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

NOVEMBER 2022

Exhibit 99.2 NOVEMBER 2022 1 ? 20 22 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY Net lease growth REIT focused on the acquisition and development of high - quality retail properties Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $7.9 billion (1) retail net lease REIT headquartered in Bloomfield Hill

Subsidiary Guarantors of Agree Realty Corporation

Exhibit 22 AGREE REALTY CORPORATION List of Guarantor Subsidiaries The 2028, 2030 and 2033 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and the following wholly owned subsidiaries of the Operating Partnership as of November 1, 2022: Guarantor Jurisdiction of Organization Agree 117 Mission, LLC Michigan Agree 2016, LLC Delaware Agree Central, LLC Delaware Agree Chapel Hill NC, LLC Delaware Agree Columbia SC, LLC Delaware Agree Convenience No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 1, 2022 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file numbe

Agree Realty Corporation Reports Third Quarter 2022 Results Increases Lower End of 2022 Acquisition Guidance to $1.6 Billion; Fortifies Balance Sheet with Over $800 Million of Capital Raised

Exhibit 99.1 70 E. Long Lake Rd. Bloomfield Hills, MI 48304 www.agreerealty.com FOR IMMEDIATE RELEASE Agree Realty Corporation Reports Third Quarter 2022 Results Increases Lower End of 2022 Acquisition Guidance to $1.6 Billion; Fortifies Balance Sheet with Over $800 Million of Capital Raised Bloomfield Hills, MI, November 1, 2022 - Agree Realty Corporation (NYSE: ADC) (the ?Company?) today announc

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 5, 2022 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number

Underwriting Agreement, dated as of September 29, 2022 by and among the Company, the Operating Partnership, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., as representatives of the several underwriters named therein, Morgan Stanley & Co. LLC and Citibank N.A. in their capacity as forward purchasers and Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. (as agent for Citibank, N.A.), in their capacity as forward sellers.

EX-1.3 4 tm2227077d1ex1-3.htm EXHIBIT 1.3 Exhibit 1.3 Execution version AGREE REALTY CORPORATION 5,000,000 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENT September 29, 2022 Morgan Stanley & Co. LLC Citigroup Global Markets Inc. As representatives of the several underwriters named in Schedule I c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Citi

Forward Sale Agreement, dated as of September 29, 2022 between the Company and Citibank, N.A.

EX-1.2 3 tm2227077d1ex1-2.htm EXHIBIT 1.2 Exhibit 1.2 EXECUTION COPY Date: September 28, 2022 To: Agree Realty Corporation 70 E. Long Lake Road Bloomfield Hills, Michigan 48304 From: Citibank, N.A. 390 Greenwich Street New York, NY 10013 Attn: Theodore Finkelstein Telephone: (212) 723-3850 Re: Registered Forward Transaction Ladies and Gentlemen: The purpose of this letter agreement is to confirm t

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 3, 2022 (September 29, 2022) AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (C

Forward Sale Agreement, dated as of September 29, 2022 between the Company and Morgan Stanley & Co. LLC.

EX-1.1 2 tm2227077d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 EXECUTION COPY Date: September 28, 2022 To: Agree Realty Corporation 70 E. Long Lake Road Bloomfield Hills, Michigan 48304 From: Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036-8293 Re: Registered Forward Transaction Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of the Transact

Calculation of Filing Fee Table (Form Type) Agree Realty Corporation (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(5) (Form Type) Agree Realty Corporation (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock Rule 457(r) 384,387,500 0.

5,000,000 Shares Common Stock

TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(5) ?Registration No. 333-238729? PROSPECTUS SUPPLEMENT (To prospectus dated May 27, 2020) 5,000,000 Shares Common Stock ? This is a public offering of common stock of Agree Realty Corporation. We expect to enter into a forward sale agreement with each of Morgan Stanley & Co. LLC, and Citibank N.A., which we refer to in this capacity as the forward

Subject to Completion, dated September 28, 2022

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

$750,000,000 Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5) ?Registration No. 333-238729? PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED MAY 27, 2020)? $750,000,000 Common Stock ? We have entered into separate at the market (?ATM?) equity distribution agreements with Wells Fargo Securities, LLC (?Wells Fargo Securities?), Robert W. Baird & Co. Incorporated (?Baird?), BofA Securities, Inc. (?BofA Securities?),

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 2, 2022 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file numb

Form of Non-Forward ATM Equity Distribution Agreement

Exhibit 1.1 AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT Dated: September 2, 2022 TABLE OF CONTENTS Page SECTION 1 DESCRIPTION OF SECURITIES 1 SECTION 2 PLACEMENTS 4 SECTION 3 SALE OF SECURITIES 6 SECTION 4 SUSPENSION OF SALES 6 SECTION 5 REPRESENTATIONS AND WARRANTIES 7 SECTION 6 SALE AND DELIVERY; SETTLEMENT 24 SECTION 7 COVENANTS OF

Form of Master Forward Sale Confirmation

Exhibit 1.3 Opening Transaction To: Agree Realty Corporation From: [DEALER] Re: Issuer Share Forward Sale Transactions Date: September 2, 2022 Ladies and Gentlemen: The purpose of this communication (this ?Master Confirmation?) is to set forth the terms and conditions of the transactions to be entered into from time to time between [DEALER] (?Dealer?) and Agree Realty Corporation (?Counterparty?)

Form of Forward ATM Equity Distribution Agreement

Exhibit 1.2 AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT Dated: September 2, 2022 TABLE OF CONTENTS Page SECTION 1 DESCRIPTION OF SECURITIES 1 SECTION 2 PLACEMENTS 7 SECTION 3 SALE OF SECURITIES 9 SECTION 4 SUSPENSION OF SALES 11 SECTION 5 REPRESENTATIONS AND WARRANTIES 11 SECTION 6 SALE AND DELIVERY; SETTLEMENT 29 SECTION 7 COVENANTS

Calculation of Filing Fee Table (Form Type) Agree Realty Corporation (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(5) (Form Type) Agree Realty Corporation (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock Rule 457(r) 750,000,000 0.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 22, 2022 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number

Indenture Officer’s Certificate, dated as of August 22, 2022, among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 22, 2022).

Exhibit 4.2 AGREE REALTY CORPORATION OFFICER?S CERTIFICATE August 22, 2022 The undersigned, Joel N. Agree, President and Chief Executive Officer of AGREE REALTY CORPORATION (the ?General Partner?), a Maryland corporation operating as a real estate investment trust, hereby certifies, on behalf of the General Partner in its own capacity and as sole general partner of AGREE LIMITED PARTNERSHIP, a Del

Underwriting Agreement, dated August 15, 2022, by and among the Issuer, the Guarantors and Citigroup Global Markets Inc., Wells Fargo Securities, LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein.

Exhibit 1.1 AGREE LIMITED PARTNERSHIP $300,000,000 4.800% Notes due 2032 UNDERWRITING AGREEMENT August 15, 2022 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Wells Fargo Securities, LLC 550 South Tryon Street, 5th Floor Charlotte, North Carolina 28202 PNC Capital Markets LLC 300 Fifth Avenue, 10th Floor Pittsburgh, Pennsylvania 15222 As Representatives of the several

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 18, 2022 (August 15, 2022) AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Comm

Calculation of Filing Fee Table (Form Type) Agree Realty Corporation Agree Limited Partnership (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(5) (Form Type) Agree Realty Corporation Agree Limited Partnership (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Agree Realty Corporation Debt Guarantees of 4.

Agree Limited Partnership $300,000,000 4.800% Notes due 2032 (the “Notes”) August 15, 2022 Pricing Term Sheet

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-238729 Relating to Preliminary Prospectus Supplement Dated August 15, 2022 to Prospectus Dated May 27, 2020 Agree Limited Partnership $300,000,000 4.800% Notes due 2032 (the ?Notes?) August 15, 2022 Pricing Term Sheet Issuer: Agree Limited Partnership Guarantors: Agree Realty Corporation, the sole general partner of Agr

$300,000,000 AGREE LIMITED PARTNERSHIP 4.800% Notes due 2032

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5) ?Registration No. 333-238729? PROSPECTUS SUPPLEMENT (To Prospectus dated May 27, 2020)? $300,000,000 AGREE LIMITED PARTNERSHIP 4.800% Notes due 2032 Agree Limited Partnership, a Delaware limited partnership (the ?Operating Partnership?), is offering $300,000,000 aggregate principal amount of notes. The Operating Partnership is offering 4.800% Not

SUBJECT TO COMPLETION, DATED AUGUST 15, 2022

TABLE OF CONTENTS This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed.

As filed with the Securities and Exchange Commission on August 15, 2022

As filed with the Securities and Exchange Commission on August 15, 2022 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table FORM S-3ASR (Form Type) Agree Realty Corporation Agree Limited Partnership (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Agree Realty Corp: Equity Common Stock, par value $0.

Subsidiary Guarantors of Agree Realty Corporation

Exhibit 22 AGREE REALTY CORPORATION List of Guarantor Subsidiaries The 2028, 2030 and 2033 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and the following wholly owned subsidiaries of the Operating Partnership as of August 2, 2022: Guarantor Jurisdiction of Organization 20639 Center Ridge Road Delaware Agree 117 Mission, LLC Michigan Agree 2016, LLC Delaware Agree Central, LLC Delaware Agree Chapel Hill NC, LLC Delaware Agree Columbia SC, LLC Delaware Agree Convenience No.

Agree Realty Announces Pricing of $300 Million of 4.800% Senior Unsecured Notes Due 2032 The Notes have an Effective All-In Rate of 3.76% Inclusive of Prior Hedging Activity

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-238729 Relating to Preliminary Prospectus Supplement Dated August 15, 2022 to Prospectus Dated May 27, 2020 70 E. Long Lake Rd. Bloomfield Hills, MI 48304 FOR IMMEDIATE RELEASE Agree Realty Announces Pricing of $300 Million of 4.800% Senior Unsecured Notes Due 2032 The Notes have an Effective All-In Rate of 3.76% Inclus

$500,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-238729 PROSPECTUS SUPPLEMENT (To Prospectus Supplement dated February 22, 2021 and Prospectus dated May 27, 2020) $500,000,000 Common Stock This prospectus supplement is being filed to update, amend and supplement certain information in the prospectus supplement, dated and filed with the Securities and Exchange Commission on February 22, 2021 (

Agree Realty Corporation Reports Second Quarter 2022 Results Increases 2022 Acquisition Guidance to $1.5 Billion to $1.7 Billion; Raises 2022 Development and PCS Guidance to $75 Million to $125 Million Commenced

Exhibit 99.1 70 E. Long Lake Rd. Bloomfield Hills, MI 48304 www.agreerealty.com FOR IMMEDIATE RELEASE Agree Realty Corporation Reports Second Quarter 2022 Results Increases 2022 Acquisition Guidance to $1.5 Billion to $1.7 Billion; Raises 2022 Development and PCS Guidance to $75 Million to $125 Million Commenced Bloomfield Hills, MI, August 2, 2022 - Agree Realty Corporation (NYSE: ADC) (the “Comp

AUGUST 2022

Exhibit 99.2 AUGUST 2022 1 © 20 22 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY Net lease growth REIT focused on the acquisition and development of high - quality retail properties Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $8.5 billion (1) retail net lease REIT headquartered in Bloomfield Hills,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Mark One ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022, or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period fromto Commission File Number 001-1

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 2, 2022 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number)

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 6, 2022 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number) 3

EXPLANATORY NOTE

424B8 1 tm2214567d6424b8.htm 424B8 Filed Pursuant to Rules 424(b)(5) and 424(b)(8) Registration No. 333-238729 EXPLANATORY NOTE This prospectus is being filed pursuant to Rules 424(b)(5) and 424(b)(8) under the Securities Act of 1933, as amended, to ensure that the filing of the prospectus dated May 25, 2022 filed by the registrant on May 31, 2022 under the same registration statement of which thi

EXPLANATORY NOTE

Filed Pursuant to Rules 424(b)(5) and 424(b)(8) Registration No. 333-238729 EXPLANATORY NOTE This prospectus is being filed pursuant to Rules 424(b)(5) and 424(b)(8) under the Securities Act of 1933, as amended, to ensure that the filing of the prospectus dated May 25, 2022 filed by the registrant on May 31, 2022 under the same registration statement of which this prospectus forms a part (the ?Fin

Forward Sale Agreement, dated as of May 25, 2022 between the Company and Wells Fargo.

?? Exhibit 1.2 ? EXECUTION COPY ? ? ? Date: May?26, 2022 ? To: Agree Realty Corporation 70 E. Long Lake Road Bloomfield Hills, Michigan 48304 ? From: ?????Wells Fargo Bank, National Association 30 Hudson Yards New York, NY 10001-2170 Email: [email protected] ? Re: ?????Registered Forward Transaction ? Ladies and Gentlemen: ? The purpose of this letter agreement is to

Underwriting Agreement, dated as of May 25, 2022 by and among the Company, the Operating Partnership, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC.

EX-1.3 4 tm2214567d4ex1-3.htm EXHIBIT 1.3 Exhibit 1.3 EXECUTION VERSION AGREE REALTY CORPORATION 5,000,000 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENT May 25, 2022 Citigroup Global Markets Inc. Wells Fargo Securities, LLC As representatives of the several underwriters named in Schedule I c/o Citigroup Global Markets Inc. 390 Greenwich Street, 3rd Floor New York, NY

Forward Sale Agreement, dated as of May 25, 2022 between the Company and Citibank.

?? Exhibit 1.1 ? EXECUTION COPY ? Date: May?26, 2022 ? To: Agree Realty Corporation 70 E. Long Lake Road Bloomfield Hills, Michigan 48304 ? From: Citibank, N.A. 390 Greenwich Street New York, NY 10013 Attn: Theodore Finkelstein Telephone:?(212)?723-3850 Email:[email protected] ? Re:?????????Registered Forward Transaction ? Ladies and Gentlemen: ? The purpose of this letter agreement i

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 1, 2022 ( May 25, 2022) AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commissio

5,000,000 Shares Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5) ?Registration No. 333-238729? PROSPECTUS SUPPLEMENT (To prospectus dated May 27, 2020) 5,000,000 Shares Common Stock ? This is a public offering of common stock of Agree Realty Corporation. We expect to enter into a forward sale agreement with each of Citibank, N.A. and Wells Fargo Bank, National Association, which we refer to in this capacity as

Calculation of Filing Fee Tables 424(b)(5) (Form Type) Agree Realty Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES Calculation of Filing Fee Tables 424(b)(5) (Form Type) Agree Realty Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, 457(o) and (r)(1) 5,750,000 shares $ 68.

Subject to Completion, dated May 25, 2022

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 25, 2022 ( May 24, 2022) AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commissio

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 5, 2022 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number) 38

Agree Realty Corporation Reports First Quarter 2022 Results Increases 2022 Acquisition Guidance to $1.4 Billion to $1.6 Billion

Exhibit 99.1 70 E. Long Lake Rd. Bloomfield Hills, MI 48304 www.agreerealty.com FOR IMMEDIATE RELEASE Agree Realty Corporation Reports First Quarter 2022 Results Increases 2022 Acquisition Guidance to $1.4 Billion to $1.6 Billion Bloomfield Hills, MI, May 3, 2022 - Agree Realty Corporation (NYSE: ADC) (the ?Company?) today announced results for the quarter ended March 31, 2022. All per share amoun

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 3, 2022 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number) 38

MAY 2022

Exhibit 99.2 MAY 2022 1 ? 20 22 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY Net lease growth REIT focused on the acquisition and development of high - quality retail properties Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $7.1 billion (1) retail net lease REIT headquartered in Bloomfield Hills, Mi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 tm2213370d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 5, 2022 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 tm223524d2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a

Subsidiaries of Agree Realty Corporation.

Exhibit 21 AGREE REALTY CORPORATION Subsidiaries of the Registrant as of December 31, 2021 ? ? ? ? ? ? ? ? ? ? Subsidiary ? Jurisdiction of Organization Agree Limited Partnership ? Delaware 20639 Center Ridge Road, LLC ? Delaware ADC Express, LLC ? Michigan Agree 117 Mission, LLC ? Michigan Agree 2016, LLC ? Delaware Agree Beecher, LLC ? Michigan Agree Bristol & Fenton Project, LLC ? Michigan Agree Central, LLC ? Delaware Agree Chapel Hill NC, LLC ? Delaware Agree Columbia SC, LLC ? Delaware Agree Construction Management, LLC ? Delaware Agree Convenience No.

Form of Restricted Stock Notice (Non-Employee Directors) under the Agree Realty Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).

? Exhibit ? 10.31 ? ? ? AGREE REALTY CORPORATION 2020 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK NOTICE ? This RESTRICTED STOCK NOTICE dated as of , 20, sets forth the terms of a grant of Restricted Stock by Agree Realty Corporation, a Maryland corporation (the ?Company?), to the Grantee named below. WHEREAS, the Company has adopted the Agree Realty Corporation 2020 Omnibus Incentive Plan (the ?Plan?

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 22, 2022 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file numb

Summary of Director Compensation

? Exhibit ? 10.6 ? ? SUMMARY OF COMPENSATION FOR THE BOARD OF DIRECTORS OF AGREE REALTY CORPORATION (Effective as of February 3, 2022) ? ? ? ? Annual Board Member Retainer: ? Non-Employee Director:$132,000 ? Audit Committee Chair:$6,000 (in addition to non-employee retainer) ? Lead Independent Director: $6,000 (in addition to non-employee retainer) ? 50% of the above amounts are payable in restric

Subsidiary Guarantors of Agree Realty Corporation.

Exhibit 22 AGREE REALTY CORPORATION List of Guarantor Subsidiaries The 2030 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and the following wholly owned subsidiaries of the Operating Partnership as of February 22, 2022: ? ? Guarantor ? Jurisdiction of Organization 20639 Center Ridge Road Agree 117 Mission, LLC Agree 2016, LLC Agree Central, LLC Agree Chapel Hill NC, LLC Agree Columbia SC, LLC Agree Convenience No.

Employment Agreement, dated January 5, 2022, between Agree Realty Corporation and Peter Coughenour (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).

? Exhibit ? 10.30 ? ? AGREE REALTY CORPORATION 70 East Long Lake Road Bloomfield Hills, Michigan 48304 ? January 5, 2022 ? Mr. Peter Coughenour ? ? Re:Letter Agreement of Employment for Peter Coughenour (?Employee? or ?You? or ?Your?) ? Dear Mr. Coughenour: ? This Letter Agreement (?Letter Agreement?) sets forth the terms and conditions by which Agree Realty Corporation (?ADC? or the ?Company?) re

F E B R U A R Y 2 0 2 2

Exhibit 99.2 F E B R U A R Y 2 0 2 2 OUR C O M P A N Y Agree Realty Overview (NYSE: ADC) Net lease growth REIT focused on the acquisition and development of high - quality retail properties Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $6.5 billion (1) retail net lease REIT he a d q u ar t e r ed in Bloomfield Hills, Michigan 1,404 retail properties totaling ap

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

? Exhibit ? 4.5 ? ? ? DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 ? As of December 31, 2021, Agree Realty Corporation (?Agree?, ?the Company?, ?we?, ?our? and ?us?) had two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), as follows: ? (i) common stock, par

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-12928 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland 38-3148187 State or other jurisdiction of incorporation or organization (I.

AGREE REALTY CORPORATION REPORTS FOURTH QUARTER AND RECORD FULL YEAR 2021 RESULTS

Exhibit 99.1 70 E. Long Lake Rd. Bloomfield Hills, MI 48304 www.agreerealty.com FOR IMMEDIATE RELEASE AGREE REALTY CORPORATION REPORTS FOURTH QUARTER AND RECORD FULL YEAR 2021 RESULTS Bloomfield Hills, MI, February 22, 2022 - Agree Realty Corporation (NYSE: ADC) (the ?Company?) today announced results for the quarter and full year ended December 31, 2021. All per share amounts included herein are

ADC / Agree Realty Corporation / COHEN & STEERS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Exit Filing)* Agree Realty Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 008492100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filin

ADC / Agree Realty Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Agree Realty Corp. Title of Class of Securities: REIT CUSIP Number: 008492100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 5, 2022 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number

Agree Realty Announces Record 2021 Investment Activity Provides 2022 Investment Guidance, Portfolio & Capital Markets Update

Exhibit 99.1 70 E. Long Lake Rd. Bloomfield Hills, MI 48304 www.agreerealty.com FOR IMMEDIATE RELEASE Agree Realty Announces Record 2021 Investment Activity Provides 2022 Investment Guidance, Portfolio & Capital Markets Update Bloomfield Hills, MI, January 4, 2022 - Agree Realty Corporation (NYSE: ADC) (the ?Company?) today announced a summary of its record investment activity in 2021, provided ac

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 4, 2022 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (Commission file number

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 22, 2021 (December 21, 2021) AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (

Third Amended and Restated Credit Agreement, dated as of December 15, 2021, by and among Agree Realty Corporation, Agree Limited Partnership, PNC Bank, National Association as Administrative Agent, and a syndicate of lenders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 16, 2021).

Exhibit 10.1 EXECUTION VERSION THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of December 15, 2021 among AGREE REALTY CORPORATION, as the Parent, AGREE LIMITED PARTNERSHIP, as the Borrower, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and The Lenders Party Hereto PNC CAPITAL MARKETS LLC, CITIBANK, N.A., and WELLS FARGO SECURITIES, LLC, as Joint Book Managers, PNC CAPITA

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 16, 2021 (December 15, 2021) AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-12928 (

Forward Sale Agreement, dated as of December 8, 2021 between the Company and Morgan Stanley.

Exhibit 1.3 Execution Copy Date: December 8, 2021 To: Agree Realty Corporation 70 E. Long Lake Road Bloomfield Hills, Michigan 48304 From: Morgan Stanley & Co. 1585 Broadway New York, NY 10036-8293 Email: [email protected] Re: Registered Forward Transaction Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 13, 2021 (December 8, 2021) AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland (State of other jurisdiction of incorporation) 1-12928 (C