ADC Form 4: Insider Withholding of 294 Shares After Vesting

Rhea-AI Filing Summary

Insider transaction at Agree Realty (ADC): Nicole Witteveen, listed as Chief Operating Officer, reported a transaction dated 08/19/2025 in which 294 common shares were disposed at $73.48 per share. The Form 4 states these 294 shares were withheld by the issuer to satisfy tax withholdings on 674 vested shares. After the reported disposition, the filing shows Ms. Witteveen beneficially owns 15,701 common shares. The form was signed by an attorney-in-fact on 08/21/2025.

Positive

• Clear disclosure of the insider, role (Chief Operating Officer), transaction date, price, and post-transaction beneficial ownership
• Retention of meaningful stake: reporting person still beneficially owns 15,701 shares after the withholding

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine tax-withholding sale after vesting; immaterial to company fundamentals.

This Form 4 documents a non-discretionary disposition of 294 shares at $73.48 to cover tax obligations arising from the vesting of equity awards. Such withholding transactions are common compensation mechanics and do not reflect an open-market sale decision by the insider. The remaining beneficial ownership of 15,701 shares provides continued alignment with shareholder interests, and the absolute size of the transaction is small relative to typical institutional positions, indicating limited market impact.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; transaction explained as tax withholding.

The filing clearly identifies the reporting person, relationship to the issuer (Chief Operating Officer), and the mechanics of the transaction: shares withheld to satisfy tax withholding on vesting. The presence of an attorney-in-fact signature is disclosed and the transaction code and explanation are provided, meeting standard disclosure norms. This is a routine insider compensation settlement rather than a voluntary divestiture, suggesting no immediate governance concern from the disclosed activity.

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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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)
08/19/2025

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	08/19/2025		F		294(1)	D	$73.48	15,701	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 common shares withheld by the Issuer as payment of tax withholdings due upon vesting of 674 common shares.

	/s/ Donald J. Kunz, Attorney-in-Fact	08/21/2025
	** 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 insider Nicole Witteveen report on Form 4?

The Form 4 reports a disposition of 294 common shares on 08/19/2025 at a price of $73.48 per share; the shares were withheld to satisfy tax withholdings from vesting.

How many ADC shares does Nicole Witteveen beneficially own after the transaction?

The filing shows Ms. Witteveen beneficially owns 15,701 common shares following the reported transaction.

Why were 294 shares disposed according to the filing?

The filing's explanation states those 294 shares were withheld by the issuer to pay tax withholdings due upon the vesting of 674 common shares.

When was the Form 4 signed and by whom?

The filing was signed by Donald J. Kunz, Attorney-in-Fact and dated 08/21/2025.

What is the transaction code and what does the filing show for price?

The transaction is reported with code F and a price of $73.48 per share in the Form 4.