Agree Realty Corporation Reports Fourth Quarter and Full Year 2025 Results

Key Terms

core ffo financial

Core FFO (Core Funds From Operations) is a real estate industry measure of a property owner's recurring cash earnings calculated by starting with net income and removing non-cash accounting items and one-time gains or losses so the number reflects ongoing operating performance. Investors use it like a trimmed-down paycheck: it helps compare cash-generating ability across periods and companies by focusing on the stable, repeatable income rather than temporary or accounting-driven swings.

affo financial

AFFO (Adjusted Funds from Operations) is a measure of how much cash a real estate company or investment trust generates from its core operations after subtracting routine upkeep, leasing costs and other recurring expenses. Investors use it as a rough proxy for the cash available to pay dividends or reinvest, like checking how much money remains in your household budget after paying regular bills to see what you can spend or save.

at-the-market equity financial

An at-the-market equity program lets a company sell new shares directly into the open market at whatever the current trading price is, using a broker to place the sales over time rather than all at once. Investors care because it provides quick, flexible funding but can gradually increase the number of shares available and put downward pressure on the stock price, similar to a store quietly adding more items to the shelves while customers are buying.

forward equity financial

Forward equity is an agreement to buy or sell a company’s shares at a predetermined price with the actual transfer occurring at a future date. It matters to investors because it lets companies secure financing now without issuing stock immediately and lets buyers lock in a future ownership level and price, similar to reserving a car today for pickup later; such deals affect future share count, dilution and potential returns.

treasury stock method financial

A bookkeeping technique used to estimate how many additional shares would exist if all outstanding stock options, warrants and convertible securities were exercised, assuming the company uses the cash received to buy back shares at the current market price. Investors use it to calculate diluted earnings per share and to gauge potential ownership and profit dilution—like figuring out how a pie would be divided if more people claimed slices and some money was used to buy slices back.

sofr financial

The Secured Overnight Financing Rate (SOFR) is a market benchmark that measures the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Investors watch SOFR because it acts like a speedometer for short-term interest costs—affecting loan rates, bond yields and the pricing of interest-rate contracts—so movements change borrowing expenses, cash returns and the value of interest-sensitive investments.

investment grade financial

A credit rating label assigned to bonds or borrowers that signals relatively low risk of default; think of it as a strong health check for a company's or government's ability to repay debt. It matters to investors because investment-grade status typically means lower interest costs for the borrower, greater eligibility for conservative funds and pension portfolios, and generally more stable returns compared with higher-risk, non-investment-grade debt.

annualized base rent financial

Annualized base rent is the total fixed rent a tenant is contractually required to pay over a year, based on the agreed monthly or periodic rate and excluding variable charges like utilities or percentage rent. For investors it acts like a predictable paycheck from a property lease, helping assess steady income, cash flow stability, and the value of real estate holdings much like knowing a subscription’s guaranteed yearly revenue.

Provides Initial 2026 AFFO Per Share Guidance of $4.54 to $4.58

Increases 2026 Investment Guidance to $1.4 Billion to $1.6 Billion

ROYAL OAK, Mich.--(BUSINESS WIRE)-- Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter and full year ended December 31, 2025. All per share amounts included herein are on a diluted per common share basis unless otherwise stated.

Fourth Quarter 2025 Financial and Operating Highlights:

• Invested approximately $377 million in 94 retail net lease properties across all three external growth platforms
• Commenced four development or Developer Funding Platform (“DFP”) projects for total committed capital of approximately $35 million
• Net Income per share attributable to common stockholders increased 13.5% to $0.47
• Core Funds from Operations (“Core FFO”) per share increased 7.3% to $1.10
• Adjusted Funds from Operations (“AFFO”) per share increased 6.5% to $1.11
• Declared a monthly dividend of $0.262 per common share for December, a 3.6% year-over-year increase
• Closed an unsecured $350 million 5.5-year term loan (the “Term Loan”) with a fixed rate of 4.02% inclusive of prior hedging activity
• Sold 1.5 million shares of common stock via the forward component of the Company’s at-the-market equity (“ATM”) program for anticipated net proceeds of approximately $109 million
• Settled 5.9 million shares of outstanding forward equity for net proceeds of approximately $428 million
• Balance sheet positioned for growth at 3.8 times proforma net debt to recurring EBITDA; 4.9 times excluding unsettled forward equity

Full Year 2025 Financial and Operating Highlights:

• Invested approximately $1.55 billion in 338 retail net lease properties across all three external growth platforms
• Commenced 14 development or DFP projects for total committed capital of approximately $118 million
• Net Income per share attributable to common stockholders decreased 0.7% to $1.77
• Core FFO per share increased 5.1% to $4.28
• AFFO per share increased 4.6% to $4.33
• Declared dividends of $3.081 per share, a 2.7% year-over-year increase
• Achieved an A- issuer rating from Fitch Ratings with a stable outlook
• Completed a public bond offering of $400 million of 5.60% senior unsecured notes due 2035 with an all-in rate of 5.35% inclusive of prior hedging activity
• Raised approximately $714 million of forward equity via the Company's ATM program and an overnight offering
• Over $2.0 billion of liquidity at year end including availability on the revolving credit facility and Term Loan, outstanding forward equity, and cash on hand

Financial Results

Net Income Attributable to Common Stockholders

Net Income for the three months ended December 31, 2025 increased 24.9% to $54.2 million, compared to Net Income of $43.4 million for the comparable period in 2024. Net Income per share for the three months ended December 31^st increased 13.5% to $0.47 compared to Net Income per share of $0.41 for the comparable period in 2024.

Net Income for the twelve months ended December 31, 2025 increased 8.3% to $196.9 million, compared to Net Income of $181.8 million for the comparable period in 2024. Net Income per share for the twelve months ended December 31^st decreased 0.7% to $1.77 compared to Net Income per share of $1.78 for the comparable period in 2024.

Core FFO

Core FFO for the three months ended December 31, 2025 increased 17.8% to $126.8 million, compared to Core FFO of $107.6 million for the comparable period in 2024. Core FFO per share for the three months ended December 31^st increased 7.3% to $1.10, compared to Core FFO per share of $1.02 for the comparable period in 2024.

Core FFO for the twelve months ended December 31, 2025 increased 14.7% to $477.8 million, compared to Core FFO of $416.7 million for the comparable period in 2024. Core FFO per share for the twelve months ended December 31^st increased 5.1% to $4.28, compared to Core FFO per share of $4.08 for the comparable period in 2024.

AFFO

AFFO for the three months ended December 31, 2025 increased 16.9% to $128.0 million, compared to AFFO of $109.5 million for the comparable period in 2024. AFFO per share for the three months ended December 31^st increased 6.5% to $1.11, compared to AFFO per share of $1.04 for the comparable period in 2024.

AFFO for the twelve months ended December 31, 2025 increased 14.2% to $482.8 million, compared to AFFO of $422.8 million for the comparable period in 2024. AFFO per share for the twelve months ended December 31^st increased 4.6% to $4.33, compared to AFFO per share of $4.14 for the comparable period in 2024.

Dividend

In the fourth quarter, the Company declared monthly cash dividends of $0.262 per common share for each of October, November and December 2025. The monthly dividends declared during the fourth quarter reflect an annualized dividend amount of $3.144 per common share, representing a 3.6% year-over-year increase. The dividends represent payout ratios of approximately 72% of Core FFO per share and 71% of AFFO per share, respectively.

For the twelve months ended December 31, 2025, the Company declared monthly cash dividends totaling $3.081 per common share, representing a 2.7% year-over-year increase. The dividends represent payout ratios of approximately 72% of Core FFO per share and 71% of AFFO per share, respectively.

Subsequent to quarter end, the Company declared monthly cash dividends of $0.262 per common share for each of January and February 2026. The monthly dividends reflect an annualized dividend amount of $3.144 per common share, representing a 3.6% year-over-year increase. The January dividend is payable on February 13, 2026 to stockholders of record at the close of business on January 30, 2026. The February dividend is payable on March 13, 2026 to stockholders of record at the close of business on February 27, 2026.

Additionally, subsequent to quarter end, the Company declared monthly cash dividends for each of January and February 2026 on its 4.25% Series A Cumulative Redeemable Preferred Stock of $0.08854 per depositary share, which is equivalent to $1.0625 per annum. The January dividend was paid on February 2, 2026, and the February dividend is payable on March 2, 2026 to stockholders of record at the close of business on February 20, 2026.

Earnings Guidance

The table below provides estimates for significant components of our 2026 earnings guidance.

		2026
		Guidance
AFFO per share(1)(2)		$4.54 to $4.58
Investment volume(3)		$1.4 to $1.6 billion
Disposition volume		$25 to $75 million
General and administrative expenses (% of adjusted revenue)(4)(5)		5.3% to 5.6%
Non-reimbursable real estate expenses (% of adjusted revenue)(4)		1.0% to 1.5%
Income and other tax expense		$2 to $3 million
Treasury stock method dilution(6)		Approximately $0.01

	The Company’s 2026 guidance is subject to risks and uncertainties more fully described in this press release and in the Company’s filings with the Securities and Exchange Commission (the “SEC”).
(1)	The Company does not provide guidance with respect to the most directly comparable GAAP financial measure or provide reconciliations to GAAP from its forward-looking non-GAAP financial measure of AFFO per share guidance due to the inherent difficulty of forecasting the effect, timing and significance of certain amounts in the reconciliation that would be required by Item 10(e)(1)(i)(B) of Regulation S-K. Examples of these amounts include impairments of assets, gains and losses from sales of assets, and depreciation and amortization from new acquisitions or developments. In addition, certain non-recurring items may also significantly affect net income but are generally adjusted for in AFFO. Based on our historical experience, the dollar amounts of these items could be significant and could have a material impact on the Company’s GAAP results for the guidance period.
(2)	The Company's AFFO per share guidance utilizes the current forward SOFR curve to forecast interest expense related to any outstanding commercial paper notes and revolver borrowings during the year.
(3)	Reflects an increase from the prior 2026 investment volume guidance of $1.25 billion to $1.50 billion, issued on January 5, 2026.
(4)	Adjusted revenue equates to “Total Revenues” as presented in our consolidated statements of operations and comprehensive income, excluding the amortization of above and below market lease intangibles.
(5)	Cash G&A expense is expected to be in a range of 3.7% to 4.0% of adjusted revenue. Cash G&A is defined as “General and administrative” expenses as presented in our consolidated statements of operations and comprehensive income, less stock-based compensation expense.
(6)	Represents the estimated dilutive impact of the Company’s outstanding forward equity calculated in accordance with the treasury stock method, which is included in the AFFO per share guidance range.

CEO Comments

"We are pleased with our performance during 2025, investing approximately $1.55 billion to further strengthen our best‑in‑class retail portfolio,” said Joey Agree, President and Chief Executive Officer. “We paired this robust capital deployment with proactive balance sheet management, raising approximately $1.5 billion of long-term capital and achieving an A‑ issuer rating with a stable outlook from Fitch Ratings. We enter 2026 with over $2.0 billion of liquidity and strong investment pipelines, putting us in excellent position to achieve our full-year 2026 AFFO per share guidance of $4.54 to $4.58.”

Portfolio Update

As of December 31, 2025, the Company’s portfolio consisted of 2,674 properties located in all 50 states and contained approximately 55.5 million square feet of gross leasable area. At year end, the portfolio was approximately 99.7% leased, had a weighted-average remaining lease term of approximately 7.8 years, and generated 66.8% of annualized base rents from investment grade retail tenants.

Ground Lease Portfolio

During the fourth quarter, the Company acquired 15 ground leases for an aggregate purchase price of approximately $68.3 million, representing 18.2% of annualized base rents acquired. Ground leased properties acquired include three geographically diverse Lowe’s; a McDonald’s and Longhorn Steakhouse in Flanders, New Jersey; a Sheetz in Oregon, Ohio; and a Home Depot in Macomb, Michigan.

As of December 31, 2025, the Company’s ground lease portfolio consisted of 251 leases located in 39 states and totaled approximately 7.0 million square feet of gross leasable area. Properties ground leased to tenants represented 10.2% of annualized base rents.

At year end, the ground lease portfolio was fully occupied, had a weighted-average remaining lease term of approximately 9.0 years, and generated 89.1% of annualized base rents from investment grade retail tenants.

Acquisitions

Total acquisition volume for the fourth quarter was approximately $347.4 million and included 78 properties net leased to leading retailers operating in sectors including home improvement, auto parts, grocery stores, farm and rural supply, convenience stores, and tire and auto service. The properties are located in 33 states and leased to tenants operating in 18 sectors.

The properties were acquired at a weighted-average capitalization rate of 7.1% and had a weighted-average remaining lease term of approximately 9.6 years. Approximately 65.7% of annualized base rents acquired were generated from investment grade retail tenants.

For the twelve months ended December 31, 2025, total acquisition volume was approximately $1.44 billion. The 305 acquired properties are located in 41 states and leased to tenants who operate in 29 retail sectors. The properties were acquired at a weighted-average capitalization rate of 7.2% and had a weighted-average remaining lease term of approximately 11.5 years. Approximately 64.9% of annualized base rents were generated from investment grade retail tenants.

Dispositions

During the fourth quarter, the Company sold nine properties for gross proceeds of approximately $20.4 million. The dispositions were completed at a weighted-average capitalization rate of 6.4%.

During the twelve months ended December 31, 2025, the Company sold 22 properties for gross proceeds of approximately $44.1 million. The dispositions were completed at a weighted-average capitalization rate of 6.9%.

The Company’s disposition guidance for 2026 is between $25 million and $75 million.

Development and Developer Funding Platform

During the fourth quarter, the Company commenced four development or DFP projects, with total anticipated costs of approximately $35.3 million. Construction continued during the quarter on nine projects with anticipated costs totaling approximately $58.8 million. The Company completed three projects during the quarter with total costs of approximately $29.4 million.

For the twelve months ended December 31, 2025, the Company had 34 development or DFP projects completed or under construction with anticipated total costs of approximately $225.3 million. The projects are leased to leading retailers including TJX Companies, Burlington, 7-Eleven, Boot Barn, Ross Dress for Less, Five Below, Ulta, and Sunbelt Rentals.

The following table presents estimated costs for the Company's active or completed development and DFP projects for the twelve months ended December 31, 2025:

										Anticipated
Anticipated		Number of		Costs Funded			Remaining			Total Project
Quarter of Delivery		Projects		to Date			Funding Costs			Costs
Q1 2025		6		$	27,234		$	—		$	27,234
Q2 2025		4			13,403			—			13,403
Q3 2025		8			61,156			—			61,156
Q4 2025		3			29,376			—			29,376
Q1 2026		5			30,033			7,609			37,642
Q2 2026		3			8,757			5,144			13,901
Q3 2026		3			10,978			15,393			26,371
Q4 2026		1			2,891			5,957			8,848
Q2 2027		1			114			7,262			7,376
Total		34		$	183,942		$	41,365		$	225,307

Development and DFP project costs are in thousands; any differences are the result of rounding. Costs Funded to Date may include adjustments related to completed projects to arrive at the correct Anticipated Total Project Costs.

Leasing Activity and Expirations

During the fourth quarter, the Company executed new leases, extensions or options on approximately 642,000-square feet of gross leasable area throughout the existing portfolio. Notable new leases, extensions or options included a Walmart Supercenter in Rochester, New York, and a Lowe’s in Roeland Park, Kansas.

For the twelve months ended December 31, 2025, the Company executed new leases, extensions or options on approximately 3.0 million square feet of gross leasable area throughout the existing portfolio.

As of December 31, 2025, the Company’s 2026 lease maturities represented 1.5% of annualized base rents. The following table presents contractual lease expirations within the Company’s portfolio as of December 31, 2025, assuming no tenants exercise renewal options:

				Annualized Base Rent(1)						Gross Leasable Area
Year		Number of Leases		Dollars			% of Total			Square Feet		% of Total
2026		52		$	10,710		1.5	%		1,004		1.8	%
2027		162			36,701		5.0	%		3,375		6.1	%
2028		182			48,018		6.5	%		4,188		7.6	%
2029		218			67,725		9.2	%		6,370		11.5	%
2030		339			74,708		10.2	%		6,295		11.4	%
2031		244			61,877		8.4	%		4,885		8.8	%
2032		257			54,118		7.4	%		3,919		7.1	%
2033		229			52,849		7.2	%		4,015		7.3	%
2034		232			53,022		7.2	%		3,575		6.5	%
2035		217			60,350		8.2	%		4,151		7.5	%
Thereafter		763			213,317		29.2	%		13,495		24.4	%
Total Portfolio		2,895		$	733,395		100.0	%		55,272		100.0	%

The contractual lease expirations presented above exclude the effect of replacement tenant leases that had been executed as of December 31, 2025, but that had not yet commenced. Annualized Base Rent and gross leasable area (square feet) are in thousands; any differences are the result of rounding.

(1)

Annualized Base Rent represents the annualized amount of contractual minimum rent required by tenant lease agreements as of December 31, 2025, computed on a straight-line basis. Annualized Base Rent is not, and is not intended to be, a presentation in accordance with generally accepted accounting principles (“GAAP”). The Company believes annualized contractual minimum rent is useful to management, investors, and other interested parties in analyzing concentrations and leasing activity.

Top Tenants

The following table presents annualized base rents for all tenants that represent 1.5% or greater of the Company’s total annualized base rent as of December 31, 2025:

		Annualized		Percent of
Tenant		Base Rent(1)		Annualized Base Rent
Walmart		$ 41,155		5.6 %
Tractor Supply		35,632		4.9 %
Dollar General		28,612		3.9 %
O'Reilly Auto Parts		22,274		3.0 %
TJX Companies		22,239		3.0 %
Best Buy		22,123		3.0 %
CVS		21,288		2.9 %
Kroger		21,039		2.9 %
Lowe's		20,974		2.9 %
Hobby Lobby		20,913		2.9 %
Gerber Collision		18,933		2.6 %
7-Eleven		18,037		2.5 %
Sunbelt Rentals		17,224		2.3 %
Burlington		15,133		2.1 %
Home Depot		14,062		1.9 %
Sherwin-Williams		13,947		1.9 %
Genuine Parts Company (NAPA Auto Parts)		12,172		1.7 %
Dollar Tree		12,045		1.6 %
Wawa		11,111		1.5 %
Other(2)		344,482		46.9 %
Total Portfolio		$ 733,395		100.0 %

	Annualized Base Rent is in thousands; any differences are the result of rounding.
(1)	Refer to footnote 1 on page 6 for the Company’s definition of Annualized Base Rent.
(2)	Includes tenants generating less than 1.5% of Annualized Base Rent.

Retail Sectors

The following table presents annualized base rents for all the Company’s retail sectors as of December 31, 2025:

		Annualized		Percent of
Sector		Base Rent(1)		Annualized Base Rent
Grocery Stores		$ 75,290		10.3 %
Home Improvement		66,416		9.0 %
Convenience Stores		56,237		7.7 %
Tire and Auto Service		55,926		7.6 %
Auto Parts		49,371		6.7 %
Dollar Stores		47,315		6.4 %
Off-Price Retail		43,863		6.0 %
Farm and Rural Supply		37,403		5.1 %
General Merchandise		36,643		5.0 %
Pharmacy		26,239		3.6 %
Consumer Electronics		26,224		3.6 %
Crafts and Novelties		23,205		3.2 %
Discount Stores		20,861		2.8 %
Equipment Rental		18,280		2.5 %
Health Services		18,050		2.5 %
Warehouse Clubs		16,823		2.3 %
Restaurants - Quick Service		16,572		2.3 %
Health and Fitness		15,237		2.1 %
Dealerships		15,078		2.0 %
Sporting Goods		12,911		1.8 %
Financial Services		9,745		1.3 %
Specialty Retail		9,271		1.3 %
Restaurants - Casual Dining		7,027		0.9 %
Shoes		4,897		0.7 %
Home Furnishings		4,857		0.7 %
Pet Supplies		4,813		0.6 %
Theaters		3,976		0.5 %
Beauty and Cosmetics		3,776		0.5 %
Entertainment Retail		2,651		0.4 %
Apparel		2,544		0.3 %
Miscellaneous		1,270		0.2 %
Office Supplies		624		0.1 %
Total Portfolio		$ 733,395		100.0 %

	Annualized Base Rent is in thousands; any differences are the result of rounding.
(1)	Refer to footnote 1 on page 6 for the Company’s definition of Annualized Base Rent.

Geographic Diversification

The following table presents annualized base rents for all states that represent 1.5% or greater of the Company’s total annualized base rent as of December 31, 2025:

		Annualized		Percent of
State		Base Rent(1)		Annualized Base Rent
Texas		$ 50,474		6.9 %
Illinois		44,964		6.1 %
Ohio		39,176		5.3 %
Michigan		38,060		5.2 %
New York		36,303		5.0 %
Pennsylvania		35,627		4.9 %
Florida		34,465		4.7 %
North Carolina		34,010		4.6 %
California		32,190		4.4 %
Georgia		29,476		4.0 %
New Jersey		26,296		3.6 %
Wisconsin		20,690		2.8 %
Missouri		20,228		2.8 %
Louisiana		19,362		2.6 %
Virginia		17,825		2.4 %
Mississippi		17,078		2.3 %
Minnesota		16,472		2.2 %
South Carolina		16,448		2.2 %
Kansas		15,971		2.2 %
Indiana		15,283		2.1 %
Connecticut		14,519		2.0 %
Tennessee		13,618		1.9 %
Massachusetts		13,442		1.8 %
Alabama		13,408		1.8 %
Oklahoma		11,097		1.5 %
Other(2)		106,913		14.7 %
Total Portfolio		$ 733,395		100.0 %

	Annualized Base Rent is in thousands; any difference are the result of rounding.
(1)	Refer to footnote 1 on page 6 for the Company’s definition of Annualized Base Rent.
(2)	Includes tenants generating less than 1.5% of Annualized Base Rent.

Capital Markets, Liquidity and Balance Sheet

Capital Markets

In November 2025, the Company entered into an agreement for an unsecured $350 million 5.5-year Term Loan. In anticipation of the new Term Loan, the Company entered into $350 million of forward-starting swaps to fix SOFR until maturity in May 2031. Including the impact of these swaps, the interest rate on the Term Loan is fixed at 4.02%. The Term Loan includes an accordion option that allows the Company to request additional lender commitments up to a total of $500 million. To date, no amounts have been drawn under the Term Loan, which has a 12-month delayed draw feature.

During the fourth quarter, the Company entered into forward sale agreements in connection with its ATM program to sell an aggregate of 1.5 million shares of common stock for anticipated net proceeds of $109.4 million. Additionally, the Company settled 5.9 million shares under existing forward sale agreements and received net proceeds of $428.3 million.

The following table presents the Company’s outstanding forward equity offerings as of December 31, 2025:

											Anticipated Net
Forward Equity		Shares		Shares		Shares		Net Proceeds			Proceeds
Offerings		Sold		Settled		Remaining		Received			Remaining
Q4 2024 ATM Forward Offerings		739,013		570,736		168,277		$	42,200,880		$	12,836,102
Q1 2025 ATM Forward Offerings		2,408,201		—		2,408,201			—			180,713,253
Q2 2025 ATM Forward Offerings		362,021		—		362,021			—			27,283,625
April 2025 Forward Offering		5,175,000		—		5,175,000			—			385,775,550
Q4 2025 ATM Forward Offerings		1,505,746		—		1,505,746			—			109,448,973
Total Forward Equity Offerings		10,189,981		570,736		9,619,245		$	42,200,880		$	716,057,503

Liquidity

As of December 31, 2025, the Company had total liquidity of $2.0 billion, which includes $929.5 million of availability under its revolving credit facility after adjusting for outstanding commercial paper notes and revolver borrowings, $350.0 million of availability under the Term Loan, $716.1 million of outstanding forward equity, and $20.6 million of cash on hand. The Company’s $1.25 billion revolving credit facility includes an accordion option that allows the Company to request additional lender commitments of up to a total of $2.0 billion.

Balance Sheet

As of December 31, 2025, the Company’s net debt to recurring EBITDA was 4.9 times. The Company’s proforma net debt to recurring EBITDA was 3.8 times when deducting the $716.1 million of anticipated net proceeds from the outstanding forward equity offerings from the Company’s net debt of $3.3 billion as of December 31, 2025. The Company’s fixed charge coverage ratio was 4.2 times at year end.

The Company’s total debt to enterprise value was 27.4% as of December 31, 2025. Enterprise value is calculated as the sum of net debt, the liquidation value of the Company’s preferred stock, and the market value of the Company’s outstanding shares of common stock, assuming conversion of Agree Limited Partnership (the “Operating Partnership” or “OP”) common units into common stock of the Company.

For the three months and twelve months ended December 31, 2025, the Company's fully diluted weighted-average shares outstanding were 115.0 million and 111.2 million, respectively. The basic weighted-average shares outstanding for the three and twelve months ended December 31, 2025 were 114.7 million and 110.7 million, respectively.

For the three months and twelve months ended December 31, 2025, the Company's fully diluted weighted-average shares and units outstanding were 115.3 million and 111.5 million, respectively. The basic weighted-average shares and units outstanding for the three and twelve months ended December 31, 2025 were 115.0 million and 111.1 million, respectively.

The Company’s assets are held by, and its operations are conducted through, the Operating Partnership, of which the Company is the sole general partner. As of December 31, 2025, there were 347,619 Operating Partnership common units outstanding, and the Company held a 99.7% common interest in the Operating Partnership.

Conference Call/Webcast

The Company will host its quarterly analyst and investor conference call on Wednesday, February 11, 2026 at 9:00 AM ET. To participate in the conference call, please dial (800) 715-9871 approximately five minutes before the call begins.

Additionally, a webcast of the conference call will be available via the Company’s website. To access the webcast, visit www.agreerealty.com five minutes prior to the start of the conference call and go to the Investors section of the website. A replay of the conference call webcast will be archived and available online through the Investors section of www.agreerealty.com.

About Agree Realty Corporation

Agree Realty Corporation is a publicly traded real estate investment trust that is RETHINKING RETAIL through the acquisition and development of properties net leased to industry-leading, omni-channel retail tenants. As of December 31, 2025, the Company owned and operated a portfolio of 2,674 properties, located in all 50 states and containing approximately 55.5 million square feet of gross leasable area. The Company’s common stock is listed on the New York Stock Exchange under the symbol “ADC”. For additional information on the Company and RETHINKING RETAIL, please visit www.agreerealty.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project” or other similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, the factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, including those set forth under the headings “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and subsequent quarterly reports filed with the SEC. The forward-looking statements included in this press release are made as of the date hereof. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events, changes in the Company’s expectations or assumptions or otherwise.

For further information about the Company’s business and financial results, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s SEC filings, including, but not limited to, its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, copies of which may be obtained at the Investor Relations section of the Company’s website at www.agreerealty.com.

The Company defines the “weighted-average capitalization rate” for acquisitions and dispositions as the sum of contractual fixed annual rents computed on a straight-line basis over the primary lease terms and anticipated annual net tenant recoveries, divided by the purchase and sale prices for occupied properties.

The Company defines the "all-in rate" as the interest rate that reflects the straight-line amortization of the terminated swap agreements and original issuance discount, as applicable.

References to “Core FFO” and “AFFO” in this press release are representative of Core FFO attributable to OP common unitholders and AFFO attributable to OP common unitholders. Detailed calculations for these measures are shown in the Reconciliation of Net Income to FFO, Core FFO and Adjusted FFO table as “Core Funds From Operations – OP Common Unitholders” and “Adjusted Funds from Operations – OP Common Unitholders”.

AGREE REALTY CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except share and per-share data) (Unaudited)
		December 31,				December 31,
		2025				2024
ASSETS
Real estate investments
Land		$	2,895,495			$	2,514,167
Buildings			6,330,249				5,412,564
Less accumulated depreciation			(715,733	)			(564,429	)
			8,510,011				7,362,302
Property under development			62,690				55,806
Net real estate investments		$	8,572,701			$	7,418,108
Cash and cash equivalents			16,295				6,399
Cash held in escrow			4,327				—
Accounts receivable - tenants, net			122,477				106,416
Lease intangibles, net of accumulated amortization of $576,945 and $461,419 at December 31, 2025 and December 31, 2024, respectively			1,000,967				864,937
Other assets, net			80,845				90,586
Total Assets		$	9,797,612			$	8,486,446
LIABILITIES
Mortgage notes payable, net		$	41,546			$	42,210
Unsecured term loan, net			348,074				347,452
Senior unsecured notes, net			2,584,608				2,237,759
Unsecured revolving credit facility and commercial paper notes			320,500				158,000
Dividends and distributions payable			32,158				27,842
Accounts payable, accrued expenses, and other liabilities			139,384				116,273
Lease intangibles, net of accumulated amortization of $49,797 and $46,003 at December 31, 2025 and December 31, 2024, respectively			60,189				46,249
Total Liabilities		$	3,526,459			$	2,975,785
Commitments and contingencies (Note 11)
EQUITY
Preferred stock, $.0001 par value per share, 4,000,000 shares authorized, 7,000 shares Series A outstanding, at stated liquidation value of $25,000 per share, at December 31, 2025 and December 31, 2024		$	175,000			$	175,000
Common stock, $.0001 par value, 360,000,000 and 180,000,000 shares authorized, 120,028,406 and 107,248,705 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively			12				10
Additional paid-in-capital			6,679,142				5,765,582
Dividends in excess of net income			(618,675	)			(470,622	)
Accumulated other comprehensive income			35,506				40,076
Total equity - Agree Realty Corporation			6,270,985				5,510,046
Non-controlling interest			168				615
Total Equity		$	6,271,153			$	5,510,661
Total Liabilities and Equity		$	9,797,612			$	8,486,446

AGREE REALTY CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (In thousands, except share and per-share data) (Unaudited)
		Three Months Ended								Twelve Months Ended
		December 31, 2025				December 31, 2024				December 31, 2025				December 31, 2024
Revenues
Rental income		$	190,462			$	160,683			$	718,163			$	616,822
Other			27				51				235				273
Total Revenues			190,489				160,734				718,398				617,095
Operating Expenses
Real estate taxes			14,712				13,525				52,231				46,882
Property operating expenses			8,733				6,474				33,773				26,349
Land lease expense			551				367				2,143				1,618
General and administrative			11,072				8,897				44,062				37,233
Depreciation and amortization			63,436				56,566				239,308				206,987
Provision for impairment			1,600				—				11,872				7,224
Total Operating Expenses			100,104				85,829				383,389				326,293
Gain on sale of assets, net			2,209				406				5,416				11,508
Gain (loss) on involuntary conversion, net			(162	)			24				(30	)			(67	)
Income from Operations			92,432				75,335				340,395				302,243
Other (Expense) Income
Interest expense, net			(36,362	)			(29,095	)			(134,612	)			(108,904	)
Income and other tax expense			(260	)			(1,075	)			(1,735	)			(4,306	)
Other income			399				212				941				799
Net Income			56,209				45,377				204,989				189,832
Less net income attributable to non-controlling interest			172				138				640				635
Net income attributable to Agree Realty Corporation			56,037				45,239				204,349				189,197
Less Series A preferred stock dividends			1,859				1,859				7,437				7,437
Net Income Attributable to Common Stockholders		$	54,178			$	43,380			$	196,912			$	181,760
Net Income Per Share Attributable to Common Stockholders
Basic		$	0.47			$	0.42			$	1.77			$	1.79
Diluted		$	0.47			$	0.41			$	1.77			$	1.78
Other Comprehensive Income
Net income		$	56,209			$	45,377			$	204,989			$	189,832
Amortization of interest rate swaps			(1,078	)			(738	)			(3,770	)			(2,781	)
Change in fair value and settlement of interest rate swaps			5,068				22,428				(816	)			26,383
Total comprehensive income			60,199				67,067				200,403				213,434
Less comprehensive income attributable to non-controlling interest			183				211				624				715
Comprehensive Income Attributable to Agree Realty Corporation		$	60,016			$	66,856			$	199,779			$	212,719
Weighted Average Number of Common Shares Outstanding - Basic			114,695,645				103,336,203				110,723,375				101,099,252
Weighted Average Number of Common Shares Outstanding - Diluted			114,998,257				104,698,851				111,200,645				101,876,304

AGREE REALTY CORPORATION RECONCILIATION OF NET INCOME TO FFO, CORE FFO, AND ADJUSTED FFO (In thousands, except share and per-share data) (Unaudited)
		Three Months Ended								Twelve Months Ended
		December 31, 2025				December 31, 2024				December 31, 2025				December 31, 2024
Reconciliation from Net Income to Funds from Operations
Net income		$	56,209			$	45,377			$	204,989			$	189,832
Less Series A preferred stock dividends			1,859				1,859				7,437				7,437
Net income attributable to Operating Partnership common unitholders			54,350				43,518				197,552				182,395
Depreciation of rental real estate assets			42,427				38,397				159,155				137,835
Amortization of lease intangibles - in-place leases and leasing costs			20,367				17,652				77,825				67,128
Provision for impairment			1,600				—				11,872				7,224
(Gain) loss on sale or involuntary conversion of assets, net			(2,047	)			(430	)			(5,386	)			(11,441	)
Funds from Operations - Operating Partnership common unitholders		$	116,697			$	99,137			$	441,018			$	383,141
Amortization of above (below) market lease intangibles, net and assumed mortgage debt discount, net			10,070				8,434				36,749				33,571
Core Funds from Operations - Operating Partnership common unitholders		$	126,767			$	107,571			$	477,767			$	416,712
Straight-line accrued rent			(4,582	)			(3,036	)			(17,356	)			(12,711	)
Stock-based compensation expense			3,297				2,812				12,991				10,805
Amortization of financing costs and original issue discounts			1,924				1,629				7,074				5,988
Non-real estate depreciation			642				517				2,328				2,024
Adjusted Funds from Operations - Operating Partnership common unitholders		$	128,048			$	109,493			$	482,804			$	422,818
Funds from Operations per common share and partnership unit - diluted		$	1.01			$	0.94			$	3.95			$	3.75
Core Funds from Operations per common share and partnership unit - diluted		$	1.10			$	1.02			$	4.28			$	4.08
Adjusted Funds from Operations per common share and partnership unit - diluted		$	1.11			$	1.04			$	4.33			$	4.14
Weighted average shares and Operating Partnership common units outstanding
Basic			115,043,264				103,683,822				111,070,994				101,446,871
Diluted			115,345,876				105,046,470				111,548,264				102,223,923
Additional supplemental disclosure
Scheduled principal repayments		$	263			$	246			$	1,026			$	963
Capitalized interest		$	530			$	473			$	2,027			$	1,599
Capitalized building improvements		$	6,222			$	2,401			$	12,086			$	12,905

Non-GAAP Financial Measures

Funds from Operations (“FFO” or “Nareit FFO”) FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“Nareit”) to mean net income computed in accordance with GAAP, excluding gains (or losses) from sales of real estate assets and/or changes in control, plus real estate related depreciation and amortization and any impairment charges on depreciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations. FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, while the Company adheres to the Nareit definition of FFO, its presentation of FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.

Core Funds from Operations (“Core FFO”) The Company defines Core FFO as Nareit FFO with the addback of (i) noncash amortization of acquisition purchase price related to above- and below- market lease intangibles and discount on assumed debt and (ii) certain infrequently occurring items that reduce or increase net income in accordance with GAAP. Management believes that its measure of Core FFO facilitates useful comparison of performance to its peers who predominantly transact in sale-leaseback transactions and are thereby not required by GAAP to allocate purchase price to lease intangibles. Unlike many of its peers, the Company has acquired the substantial majority of its net-leased properties through acquisitions of properties from third parties or in connection with the acquisitions of ground leases from third parties. Core FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, the Company’s presentation of Core FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.

Adjusted Funds from Operations (“AFFO”) AFFO is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. AFFO further adjusts FFO and Core FFO for certain non-cash items that reduce or increase net income computed in accordance with GAAP. Management considers AFFO a useful supplemental measure of the Company’s performance, however, AFFO should not be considered an alternative to net income as an indication of its performance, or to cash flow as a measure of liquidity or ability to make distributions. The Company’s computation of AFFO may differ from the methodology for calculating AFFO used by other equity REITs, and therefore may not be comparable to such other REITs.

AGREE REALTY CORPORATION RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (In thousands, except share and per-share data) (Unaudited)
		Three months ended
		December 31,
		2025
Mortgage notes payable, net		$	41,546
Unsecured term loan, net			348,074
Senior unsecured notes, net			2,584,608
Unsecured revolving credit facility and commercial paper notes			320,500
Total Debt per the Consolidated Balance Sheet		$	3,294,728
Unamortized debt issuance costs and discounts, net			28,650
Total Debt		$	3,323,378
Cash and cash equivalents		$	(16,295	)
Cash held in escrows			(4,327	)
Net Debt		$	3,302,756
Anticipated Net Proceeds from Forward Equity Offerings			(716,058	)
Proforma Net Debt		$	2,586,698
Net Income		$	56,209
Interest expense, net			36,362
Income and other tax expense			260
Depreciation of rental real estate assets			42,427
Amortization of lease intangibles - in-place leases and leasing costs			20,367
Non-real estate depreciation			642
Provision for Impairment			1,600
(Gain) loss on sale or involuntary conversion of assets, net			(2,047	)
EBITDAre		$	155,820
Run-Rate Impact of Investment, Disposition and Leasing Activity			4,405
Amortization of above (below) market lease intangibles, net			9,988
Recurring EBITDA		$	170,213
Annualized Recurring EBITDA		$	680,852
Total Debt per the Consolidated Balance Sheet to Annualized Net Income		14.8x
Net Debt to Recurring EBITDA		4.9x
Proforma Net Debt to Recurring EBITDA		3.8x

Financial Measures

Total Debt and Net Debt The Company defines Total Debt as debt per the consolidated balance sheet excluding unamortized debt issuance costs, original issue discounts and debt discounts. Net Debt is defined as Total Debt less cash, cash equivalents and cash held in escrows. The Company considers the non-GAAP measures of Total Debt and Net Debt to be key supplemental measures of the Company's overall liquidity, capital structure and leverage because they provide industry analysts, lenders and investors useful information in understanding our financial condition. The Company's calculation of Total Debt and Net Debt may not be comparable to Total Debt and Net Debt reported by other REITs that interpret the definitions differently than the Company. The Company presents Net Debt on both an actual and proforma basis, assuming the net proceeds of the Forward Offerings (see below) are used to pay down debt. The Company believes the proforma measure may be useful to investors in understanding the potential effect of the Forward Offerings on the Company's capital structure, its future borrowing capacity, and its ability to service its debt.

Forward Offerings The Company has 9,619,245 shares remaining to be settled under the Forward Equity Offerings. Upon settlement, the offerings are anticipated to raise net proceeds of approximately $716.1 million based on the applicable forward sale price as of December 31, 2025. The applicable forward sale price varies depending on the offering. The Company is contractually obligated to settle the offerings by certain dates between June 2026 and May 2027.

EBITDAre EBITDAre is defined by Nareit to mean net income computed in accordance with GAAP, plus interest expense, income tax expense, depreciation and amortization, any gains (or losses) from sales of real estate assets and/or changes in control, any impairment charges on depreciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. The Company considers the non-GAAP measure of EBITDAre to be a key supplemental measure of the Company's performance and should be considered along with, but not as an alternative to, net income or loss as a measure of the Company's operating performance. The Company considers EBITDAre a key supplemental measure of the Company's operating performance because it provides an additional supplemental measure of the Company's performance and operating cash flow that is widely known by industry analysts, lenders and investors. The Company’s calculation of EBITDAre may not be comparable to EBITDAre reported by other REITs that interpret the Nareit definition differently than the Company.

Recurring EBITDA The Company defines Recurring EBITDA as EBITDAre with the addback of noncash amortization of above- and below- market lease intangibles, and after adjustments for the run-rate impact of the Company's investment and disposition activity for the period presented, as well as adjustments for non-recurring benefits or expenses. The Company considers the non-GAAP measure of Recurring EBITDA to be a key supplemental measure of the Company's performance and should be considered along with, but not as an alternative to, net income or loss as a measure of the Company's operating performance. The Company considers Recurring EBITDA a key supplemental measure of the Company's operating performance because it represents the Company's earnings run rate for the period presented and because it is widely followed by industry analysts, lenders and investors. Our Recurring EBITDA may not be comparable to Recurring EBITDA reported by other companies that have a different interpretation of the definition of Recurring EBITDA. Our ratio of net debt to Recurring EBITDA is used by management as a measure of leverage and may be useful to investors in understanding the Company’s ability to service its debt, as well as assess the borrowing capacity of the Company. Our ratio of net debt to Recurring EBITDA is calculated by taking annualized Recurring EBITDA and dividing it by our net debt per the consolidated balance sheet.

Annualized Net Income Represents net income for the three months ended December 31, 2025, on an annualized basis.

AGREE REALTY CORPORATION RENTAL INCOME (In thousands, except share and per-share data) (Unaudited)
		Three months ended								Twelve months ended
		December 31,								December 31,
		2025				2024				2025				2024
Rental Income Source(1)
Minimum rents(2)		$	174,209			$	147,839			$	655,997			$	568,961
Percentage rents(2)			134				35				2,387				1,752
Operating cost reimbursement(2)			21,525				18,123				78,837				66,634
Straight-line rental adjustments(3)			4,582				3,036				17,356				12,711
Amortization of (above) below market lease intangibles(4)			(9,988	)			(8,350	)			(36,414	)			(33,236	)
Total Rental Income		$	190,462			$	160,683			$	718,163			$	616,822

(1)	The Company adopted Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 842 “Leases” using the modified retrospective approach as of January 1, 2019. The Company adopted the practical expedient in FASB ASC 842 that alleviates the requirement to separately present lease and non-lease components of lease contracts. As a result, all income earned pursuant to tenant leases is reflected as one line, “Rental Income,” in the consolidated statement of operations. The purpose of this table is to provide additional supplementary detail of Rental Income.
(2)	Represents contractual rentals and/or reimbursements as required by tenant lease agreements, recognized on an accrual basis of accounting. The Company believes that the presentation of contractual lease income is not, and is not intended to be, a presentation in accordance with GAAP. The Company believes this information is frequently used by management, investors, analysts and other interested parties to evaluate the Company’s performance.
(3)	Represents adjustments to recognize minimum rents on a straight-line basis, consistent with the requirements of FASB ASC 842.
(4)	In allocating the fair value of an acquired property, above- and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition and the Company's estimate of current market lease rates for the property.

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260210491675/en/

Peter Coughenour

Chief Financial Officer

Agree Realty Corporation

(248) 737-4190

Source: Agree Realty Corporation