Agree Realty (NYSE: ADC) awards 8,069 restricted shares to chair

Rhea-AI Filing Summary

AGREE REALTY CORP reported that Executive Chairman Richard Agree received a grant of 8,069 restricted common shares, awarded by the board’s Compensation Committee at no cash cost. These shares are scheduled to vest in three equal annual installments on February 23 of 2027, 2028, and 2029, contingent on his continued employment.

The company also withheld 4,577 common shares at a price of $79.32 per share to cover tax obligations tied to the vesting of 10,219 previously granted shares. After these transactions, he holds 422,200 common shares directly, plus indirect holdings of 85,512 shares through his wife and 155,855 shares through a children’s trust.

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

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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^*

AGREE RICHARD

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EXECUTIVE CHAIRMAN OF BOARD

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		8,069(1)	A	$0	426,777(2)	D
Common Shares	02/23/2026		F		4,577(3)	D	$79.32	422,200	D
Common Shares								85,512	I	By wife
Common Shares								155,855(2)	I	By trust - children

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. 2,690, 2,690, and 2,689 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. Includes a reclassification of 4,000 shares from indirect ownership through a family trust to direct ownership. No change in beneficial ownership.

3. Represents common shares withheld by the Issuer as payment of tax withholdings due upon vesting of 10,219 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).
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FAQ

What insider transaction did ADC’s Richard Agree report on this Form 4?

Richard Agree reported receiving 8,069 restricted common shares as equity compensation. He also reported 4,577 shares withheld by Agree Realty to satisfy tax obligations related to previously vested stock, with no open-market buying or selling involved.

How many Agree Realty (ADC) shares were granted to Richard Agree?

Agree received a grant of 8,069 restricted common shares from Agree Realty’s Compensation Committee. These shares vest in three approximately equal annual tranches starting February 23, 2027, contingent on his continued service as an employee of the company.

Why were 4,577 ADC shares disposed of in Richard Agree’s Form 4?

The 4,577 common shares were withheld by Agree Realty to pay tax withholdings arising from the vesting of 10,219 common shares. This is a tax-withholding disposition, not an open‑market sale initiated by the executive chairman.

What is the vesting schedule for Richard Agree’s new ADC restricted shares?

The 8,069 restricted shares vest in three installments tied to service. Tranches of 2,690, 2,690, and 2,689 shares become vested and nonforfeitable on February 23, 2027, 2028, and 2029, respectively, if he remains an employee.

How many Agree Realty (ADC) shares does Richard Agree own after these transactions?

Following the transactions, Agree directly owns 422,200 common shares of Agree Realty. He also has indirect beneficial ownership of 85,512 shares held by his wife and 155,855 shares held in a trust for his children.

Did Richard Agree’s Form 4 include any change in indirect ADC share ownership?

A footnote notes a reclassification of 4,000 shares from indirect ownership through a family trust to direct ownership. This reclassification did not change his overall beneficial ownership, only how the shares are categorized.