[Form 4] AGREE REALTY CORP Insider Trading Activity

Rhea-AI Filing Summary

AGREE REALTY CORP Chief Operating Officer Nicole Witteveen reported equity award activity and related tax withholding in common shares. On February 23, 2026, she acquired 8,510 restricted common shares granted by the Compensation Committee, which will vest in three equal annual installments on February 23 of 2027, 2028, and 2029, subject to continued employment.

On the same date, she also acquired 2,502 restricted common shares that were issued upon vesting of performance units granted on February 23, 2023 under the 2020 Omnibus Incentive Plan; these restricted shares vested immediately. To cover tax withholdings on the vesting of 7,041 common shares, the issuer withheld 3,146 common shares at $79.32 per share. After these transactions, her reported direct ownership in common shares changed as reflected in the filing’s post-transaction balances.

Insights

Equity Compensation Analyst

Routine equity awards and tax withholding with no clear thesis impact.

The transactions show Nicole Witteveen, COO of AGREE REALTY CORP, receiving time-based and performance-based stock awards, a common element of executive compensation. The grants include 8,510 restricted shares with multi-year vesting and 2,502 shares from vested performance units.

The disposition tagged with code F reflects 3,146 shares withheld at $79.32 per share to satisfy tax obligations on 7,041 vested shares, rather than an open-market sale. Overall, these are standard compensation-related movements, with no explicit indication of strategic signaling beyond aligning the executive’s incentives with shareholders.

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^*

Witteveen Nicole

(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 OPERATING 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	24,211	D
Common Shares	02/23/2026		A		2,502(2)	A	$0	26,713	D
Common Shares	02/23/2026		F		3,146(3)	D	$79.32	23,567	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 7,041 common shares.

Remarks:

Exhibit 24, Power of Attorney, is attached.

	/s/ Stephen Breslin, Attorney-in-Fact	02/25/2026
	** Signature of Reporting Person	Date
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