Agree Realty (NYSE: ADC) grants shares and withholds stock for taxes

Rhea-AI Filing Summary

Agree Realty Corp Chief Growth Officer Craig Erlich reported several equity-related transactions in common shares. He acquired 5,673 restricted shares in one grant and 10,005 restricted shares in another, both awarded by the board’s Compensation Committee at no cash cost to him.

According to the footnotes, 1,891 of the granted restricted shares are scheduled to vest on each of February 23, 2027, 2028, and 2029, subject to continued employment. The 10,005 shares were issued upon vesting of performance units granted in 2023 and vested immediately on February 23, 2026.

To satisfy tax withholding obligations on 19,630 vested common shares, 8,636 common shares were withheld by the company at a price of $79.32 per share, a tax-withholding disposition rather than an open-market sale. After these transactions, Erlich directly holds 59,888 common shares, indirectly holds 100 common shares through his wife, and directly holds 4,898 depositary shares of Series A preferred.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Erlich Craig

(Last) (First) (Middle)

32301 WOODWARD AVENUE

(Street)

ROYAL OAK MI 48073

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AGREE REALTY CORP [ ADC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF GROWTH OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	02/23/2026		A		5,673(1)	A	$0	58,519	D
Common Shares	02/23/2026		A		10,005(2)	A	$0	68,524	D
Common Shares	02/23/2026		F		8,636(3)	D	$79.32	59,888	D
Common Shares								100	I	By wife
Depositary Shares Series A								4,898	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the issuance of restricted common shares to the reporting person by the Issuer's Compensation Committee of the Board of Directors. 1,891 of these shares shall become vested and nonforfeitable, subject to the reporting person's continued service as an employee of the Issuer, on February 23, 2027, February 23, 2028, and February 23, 2029, respectively.

2. Represents the issuance of restricted common shares to the reporting person by the Issuer's Compensation Committee of the Board of Directors upon vesting of the performance units that were granted on February 23, 2023, under the Issuer's 2020 Omnibus Incentive Plan. These restricted common shares vested immediately on February 23, 2026.

3. Represents common shares withheld by the Issuer as payment of tax withholdings due upon vesting of 19,630 common shares.

Remarks:

	/s/ Stephen Breslin, Attorney-in-Fact	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did ADC executive Craig Erlich report?

Craig Erlich reported awards of 5,673 and 10,005 restricted common shares and a tax-withholding disposition of 8,636 shares at $79.32 per share, all dated February 23, 2026, involving Agree Realty Corp common stock.

Were any of Craig Erlich’s ADC share transactions open-market sales?

No open-market sales were reported. The 8,636 common shares were withheld by Agree Realty Corp to cover tax withholdings on 19,630 vested shares, a tax-withholding disposition rather than a discretionary stock sale in the market.

How many Agree Realty (ADC) shares does Craig Erlich hold after these transactions?

After these transactions, Craig Erlich directly holds 59,888 Agree Realty common shares, indirectly holds 100 common shares through his wife, and directly owns 4,898 Series A depositary shares, according to the reported post-transaction holdings.

What are the vesting terms of Craig Erlich’s new ADC restricted share grant?

For the 5,673-share restricted grant, 1,891 shares are scheduled to vest and become nonforfeitable on each of February 23, 2027, February 23, 2028, and February 23, 2029, contingent on his continued employment with Agree Realty.

What triggered the 10,005-share ADC restricted stock issuance to Craig Erlich?

The 10,005 restricted common shares were issued upon vesting of performance units granted on February 23, 2023 under the 2020 Omnibus Incentive Plan, and these restricted shares vested immediately on February 23, 2026, as described in the footnotes.

How were taxes handled on Craig Erlich’s vested ADC shares?

Taxes were handled through share withholding: 8,636 common shares were withheld by Agree Realty Corp to pay tax withholdings arising from vesting of 19,630 common shares, using a reported price of $79.32 per share for the withheld stock.