AGREE Realty (ADC) CAO gets 2,521-share grant, 1,475 withheld for taxes

Rhea-AI Filing Summary

AGREE REALTY CORP’s Chief Accounting Officer, Stephen Breslin, reported mixed share movements involving company common shares. He received a grant of 2,521 restricted common shares, which were issued by the Compensation Committee. According to the footnote, 841, 840, and 840 of these shares are scheduled to vest on February 23, 2027, 2028, and 2029, subject to his continued employment.

On the same date, 1,475 common shares were disposed of at $79.32 per share as a tax-withholding disposition tied to the vesting of 3,175 common shares, meaning the shares were withheld by the company to cover taxes rather than sold in an open-market transaction. Following these transactions, Breslin directly owned 13,061 common shares of AGREE REALTY CORP.

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

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Breslin Stephen

(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 ACCOUNTING 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		2,521(1)	A	$0	14,536	D
Common Shares	02/23/2026		F		1,475(2)	D	$79.32	13,061	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. 841, 840, and 840 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 common shares withheld by the Issuer as payment of tax withholdings due upon vesting of 3,175 common shares.

Remarks:

	/s/ Stephen Breslin	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 AGREE REALTY CORP (ADC) report for Stephen Breslin?

Stephen Breslin reported a grant of 2,521 restricted common shares and a tax-withholding disposition of 1,475 shares. The disposition covered taxes due on the vesting of 3,175 shares, rather than representing an open-market sale.

How many AGREE REALTY CORP (ADC) shares did Stephen Breslin receive in the latest grant?

Stephen Breslin received 2,521 restricted common shares as an equity grant. These were issued by the company’s Compensation Committee and will vest in three tranches over 2027, 2028, and 2029, contingent on his continued employment with AGREE REALTY CORP.

Why were 1,475 AGREE REALTY CORP (ADC) shares disposed of in Stephen Breslin’s Form 4?

The 1,475 shares were withheld to satisfy tax withholdings upon vesting of 3,175 common shares. This tax-withholding disposition, at $79.32 per share, reflects shares used to pay taxes rather than a discretionary sale into the market.

When will Stephen Breslin’s new AGREE REALTY CORP (ADC) restricted shares vest?

The 2,521 restricted shares vest in three equal-like tranches: 841, 840, and 840 shares. Vesting dates are February 23, 2027, February 23, 2028, and February 23, 2029, provided he continues serving as an employee of AGREE REALTY CORP.

How many AGREE REALTY CORP (ADC) shares does Stephen Breslin own after these transactions?

After the grant and tax-withholding disposition, Stephen Breslin directly owns 13,061 common shares. This figure reflects his post-transaction holdings following the award of 2,521 restricted shares and the withholding of 1,475 shares for tax obligations.

Is the 1,475-share disposition by Stephen Breslin in AGREE REALTY CORP (ADC) an open-market sale?

No. The 1,475-share disposition is described as shares withheld by the company to pay tax withholdings. It is categorized as a tax-withholding disposition, not a voluntary open-market sale of AGREE REALTY CORP shares.