Agree Realty (ADC) CFO receives restricted shares, withholdings cover tax bill

Rhea-AI Filing Summary

Agree Realty Corp Chief Financial Officer Peter Coughenour reported several equity-related transactions in common shares. On February 23, 2026, he received 8,510 restricted shares that will vest in three equal installments on February 23, 2027, 2028, and 2029, subject to continued employment. He was also issued 4,003 restricted shares upon vesting of performance units granted in 2023; these vested immediately on February 23, 2026. To cover tax withholdings on the vesting of 9,918 shares, the company withheld 4,401 shares, leaving him with 26,656 common shares held directly after the transactions.

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^*

Coughenour Peter

(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 FINANCIAL 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		8,510(1)	A	$0	27,054	D
Common Shares	02/23/2026		A		4,003(2)	A	$0	31,057	D
Common Shares	02/23/2026		F		4,401(3)	D	$79.32	26,656	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. 2,837, 2,837, and 2,836 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 9,918 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 CFO Peter Coughenour report?

Peter Coughenour reported equity awards and tax withholding in Agree Realty Corp common shares. He received restricted shares from time-based grants and vested performance units, and had shares withheld by the company to satisfy tax obligations tied to the vesting.

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

He was granted 8,510 restricted common shares in a new time-based award and 4,003 restricted shares upon vesting of earlier performance units. These awards increase his equity stake, subject to the specific vesting conditions and continued service requirements described in the filing footnotes.

What is the vesting schedule for the new ADC restricted shares?

The 8,510 restricted common shares vest in three tranches: 2,837, 2,837, and 2,836 shares. These become vested and nonforfeitable on February 23, 2027, February 23, 2028, and February 23, 2029, respectively, assuming Peter Coughenour continues as an employee.

Were any of the ADC CFO’s shares sold in the open market?

No open-market sale is indicated. The 4,401-share disposition is coded as tax withholding, meaning the company withheld shares to cover taxes due when 9,918 shares vested, rather than a discretionary sale by the CFO through the market.

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

After the reported grants and tax withholding, Peter Coughenour directly owns 26,656 common shares. This figure reflects his post-transaction holding and incorporates both the new restricted share issuances and the shares withheld to satisfy the associated tax obligations.

What role do performance units play in the ADC CFO’s compensation?

Performance units granted on February 23, 2023, converted into 4,003 restricted common shares that vested immediately on February 23, 2026. This structure links part of the CFO’s equity compensation to achieving performance conditions set under the company’s 2020 Omnibus Incentive Plan.