Agree Realty (NYSE: ADC) GC granted stock; shares withheld to cover taxes

Rhea-AI Filing Summary

AGREE REALTY CORP General Counsel Danielle M. Spehar reported equity awards and related tax withholding in company stock. She received 4,539 restricted common shares granted by the compensation committee, which are scheduled to vest in three equal installments on February 23, 2027, February 23, 2028, and February 23, 2029, subject to continued employment.

She also acquired 6,004 restricted common shares upon vesting of performance units granted on February 23, 2023 under the 2020 Omnibus Incentive Plan; these vested on February 23, 2026. To cover taxes on the vesting of 12,903 shares, 5,706 common shares were disposed of at $79.32 per share through issuer withholding rather than an open-market sale. After these transactions, she held 25,785 common shares directly.

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^*

Spehar Danielle M

(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)
	GENERAL COUNSEL

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		4,539(1)	A	$0	25,487	D
Common Shares	02/23/2026		A		6,004(2)	A	$0	31,491	D
Common Shares	02/23/2026		F		5,706(3)	D	$79.32	25,785	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. 1,513 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 12,903 common shares.

Remarks:

Exhibit 24, Power of Attorney, is attached.

	/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).
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FAQ

What insider transactions did ADC General Counsel Danielle M. Spehar report?

Danielle M. Spehar reported equity awards and related tax withholding in AGREE REALTY CORP stock. She acquired restricted shares from a new grant and from vested performance units, and had shares withheld by the issuer to satisfy tax obligations tied to those vestings.

How many restricted AGREE REALTY (ADC) shares were granted to the General Counsel?

She was granted 4,539 restricted common shares by the compensation committee. These are scheduled to vest in three equal tranches on February 23, 2027, February 23, 2028, and February 23, 2029, provided she continues serving as an employee of the company.

What performance-based AGREE REALTY (ADC) shares vested for the General Counsel?

She received 6,004 restricted common shares upon vesting of performance units granted February 23, 2023. These shares vested on February 23, 2026 under the company’s 2020 Omnibus Incentive Plan, reflecting earned performance-based compensation in equity form rather than cash.

Why were 5,706 AGREE REALTY (ADC) shares disposed of in this Form 4?

The 5,706 common shares were withheld by AGREE REALTY to pay tax withholdings due upon vesting of 12,903 shares. This tax-withholding disposition at $79.32 per share did not represent an open-market sale by the General Counsel to outside buyers.

What is Danielle M. Spehar’s AGREE REALTY (ADC) share ownership after these transactions?

After completing the reported equity grants and tax-withholding disposition, Danielle M. Spehar directly owned 25,785 common shares of AGREE REALTY CORP. This figure reflects her updated direct holdings immediately following the February 23, 2026 transactions disclosed.

What is the vesting schedule for the new ADC restricted share grant?

Of the newly granted restricted shares, 1,513 are scheduled to vest on each of February 23, 2027, February 23, 2028, and February 23, 2029. Vesting is conditioned on Danielle M. Spehar’s continued service as an employee of AGREE REALTY CORP.