Agree Realty (NYSE: ADC) CEO gets new restricted stock grants

Rhea-AI Filing Summary

AGREE REALTY CORP’s president and CEO Joey Agree reported equity compensation and related tax withholding transactions in common shares. He received a grant of 24,584 restricted shares that will vest in three equal tranches on February 23, 2027, 2028, and 2029, subject to continued employment. He was also issued 40,025 restricted shares upon vesting of performance units granted on February 23, 2023, which vested immediately on February 23, 2026. To satisfy tax obligations on the vesting of 99,418 shares, the company withheld 41,487 shares. Following these transactions, he continues to hold common shares directly, and an additional 3,962 shares are reported as held indirectly by his children.

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^*

Agree Joey

(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)
	PRESIDENT & CEO

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		24,584(1)	A	$0	663,272	D
Common Shares	02/23/2026		A		40,025(2)	A	$0	703,297	D
Common Shares	02/23/2026		F		41,487(3)	D	$79.32	661,810	D
Common Shares								3,962	I	By 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. 8,195, 8,195, and 8,194 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 99,418 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 did ADC CEO Joey Agree report in this Form 4 filing?

Joey Agree reported equity compensation awards and related tax withholding transactions. He received restricted common shares through new grants and performance-based vesting, and had shares withheld by Agree Realty to cover tax obligations when previously awarded shares vested.

How many new restricted Agree Realty (ADC) shares were granted to Joey Agree?

Joey Agree received 24,584 time-vested restricted shares and 40,025 restricted shares from vested performance units. The first grant vests in three annual tranches, while the second vested immediately on February 23, 2026, reflecting both ongoing and performance-based compensation.

What are the vesting dates for Joey Agree’s new time-vested restricted ADC shares?

The 24,584 time-vested restricted shares vest in three installments. 8,195 shares vest on February 23, 2027, another 8,195 on February 23, 2028, and the remaining 8,194 on February 23, 2029, all conditioned on his continued employment with Agree Realty.

Why were 41,487 Agree Realty (ADC) shares withheld from Joey Agree?

Agree Realty withheld 41,487 common shares to pay tax withholdings due upon vesting of 99,418 common shares. This withholding is described as payment of tax liabilities using shares rather than cash, a common structure for equity compensation settlements.

What performance-based shares did Joey Agree receive from Agree Realty (ADC)?

He received 40,025 restricted common shares upon vesting of performance units granted on February 23, 2023 under the 2020 Omnibus Incentive Plan. These restricted shares vested immediately on February 23, 2026, reflecting achievement of the plan’s performance conditions.

Does Joey Agree report any indirect ownership of Agree Realty (ADC) shares?

Yes, the filing reports 3,962 common shares held indirectly "by children." These are listed separately from his direct holdings, indicating an indirect ownership position associated with his family rather than his personal direct account.