10-K - ADC - Equibles

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 1-12928

AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	38-3148187
State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)

<br><br><br><br>	<br><br>
70 E. Long Lake Road , Bloomfield Hills , Michigan<br><br>(Address of principal executive offices)	48304<br><br>(Zip Code)

( 248 ) 737-4190

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $.0001 par value	ADC	New York Stock Exchange
Depositary Shares, each representing one-thousandth of a share of 4.25% Series A Cumulative Redeemable Preferred Stock, $0.0001 par value	ADCPrA	New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ⌧ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ⌧

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ⌧	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ⌧

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

The aggregate market value of the Registrant’s shares of common stock held by non-affiliates was $4,857,492,055 as of June 30, 2021, based on the closing price of $70.49 on the New York Stock Exchange on that date.

At February 21, 2022, there were 71,285,311 shares of common stock, $.0001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the annual stockholder meeting to be held in 2022 are incorporated by reference into Part III of this Annual Report on Form 10-K as noted herein.

Table of Contents AGREE REALTY CORPORATION

Index to Form 10-K

		Page
PART I
Item 1:	Business	2
Item 1A:	Risk Factors	9
Item 1B:	Unresolved Staff Comments	22
Item 2:	Properties	23
Item 3:	Legal Proceedings	26
Item 4:	Mine Safety Disclosures	26
PART II
Item 5:	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
Item 6:	[Reserved]	27
Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A:	Quantitative and Qualitative Disclosures about Market Risk	42
Item 8:	Financial Statements and Supplementary Data	43
Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	43
Item 9A:	Controls and Procedures	43
Item 9B:	Other Information	44
Item 9C:	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	44

PART III
Item 10:	Directors, Executive Officers and Corporate Governance	45
Item 11:	Executive Compensation	45
Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	45
Item 13:	Certain Relationships and Related Transactions, and Director Independence	45
Item 14:	Principal Accountant Fees and Services	45
PART IV
Item 15:	Exhibits and Financial Statement Schedules	46
	Consolidated Financial Statements and Notes	F-1
Item 16:	Form 10-K Summary	50

SIGNATURES

Table of Contents PART I

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Currently, one of the most significant factors, however, is the adverse effect of the current pandemic of the novel coronavirus, or COVID-19, on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets. The extent to which COVID-19 impacts the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Moreover, you should interpret many of the risks identified in this report, as well as the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic. Additional factors which may cause actual results to differ materially from current expectations include, but are not limited to: global and national economic conditions and changes in general economic, financial and real estate market conditions; the financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies; the Company’s concentration with certain tenants and in certain markets, which may make the Company more susceptible to adverse events; changes in the Company’s business strategy; risks that the Company’s acquisition and development projects will fail to perform as expected; adverse changes and disruption in the retail sector and the financing stability of the Company’s tenants, which could impact tenants’ ability to pay rent and expense reimbursement; the Company’s ability to pay dividends; risks relating to information technology and cybersecurity attacks, loss of confidential information and other related business disruptions; loss of key management personnel; the potential need to fund improvements or other capital expenditures out of operating cash flow; financing risks, such as the inability to obtain debt or equity financing on favorable terms or at all; the level and volatility of interest rates; the Company’s ability to renew or re-lease space as leases expire; limitations in the Company’s tenants’ leases on real estate tax, insurance and operating cost reimbursement obligations; loss or bankruptcy of one or more of the Company’s major tenants, and bankruptcy laws that may limit the Company’s remedies if a tenant becomes bankrupt and rejects its leases; potential liability for environmental contamination, which could result in substantial costs; the Company’s level of indebtedness, which could reduce funds available for other business purposes and reduce the Company’s operational flexibility; covenants in the Company’s credit agreements and unsecured notes, which could limit the Company’s flexibility and adversely affect its financial condition; credit market developments that may reduce availability under the Company’s revolving credit facility; an increase in market interest rates which could raise the Company’s interest costs on existing and future debt; a decrease in interest rates, which may lead to additional competition for the acquisition of real estate or adversely affect the Company’s results of operations; the Company’s hedging strategies, which may not be successful in mitigating the Company’s risks associated with interest rates; legislative or regulatory changes, including changes to laws governing real estate investment trusts (“REITs”); the Company’s ability to maintain its qualification as a REIT for federal income tax purposes and the limitations imposed on its business by its status as a REIT; and the Company’s failure to qualify as a REIT for federal income tax purposes, which could adversely affect the Company’s operations and ability to make distributions.

Unless the context otherwise requires, references in this Annual Report on Form 10-K to the terms “registrant,” the “Company,” “Agree Realty,” “we,” “our” or “us” refer to Agree Realty Corporation and all of its consolidated subsidiaries, including its majority owned operating partnership, Agree Limited Partnership (the “Operating Partnership”). Agree Realty has elected to treat certain subsidiaries as taxable real estate investment trust subsidiaries which are collectively referred to herein as the “TRS.” 1

Table of Contents Item 1: Business

General

The Company is a fully integrated REIT primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the New York Stock Exchange (“NYSE”) in 1994. The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership of which the Company is the sole general partner and in which it held a 99.5% common interest as of December 31, 2021. Under the partnership agreement of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership. As of December 31, 2021, the Company’s portfolio consisted of 1,404 properties located in 47 states and totaling approximately 29.1 million square feet of gross leasable area (“GLA”).

As of December 31, 2021, the Company’s portfolio was approximately 99.5% leased and had a weighted average remaining lease term of approximately 9.3 years. A significant majority of the Company’s properties are leased to national tenants and approximately 67.0% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings (acting through Standard & Poor’s Financial Services LLC), Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance.

As of December 31, 2021, the Company had 57 full-time employees, covering acquisitions, development, legal, asset management, accounting, finance, administrative and executive functions.

The Company was incorporated in December 1993 under the laws of the State of Maryland. The Company believes that it has operated, and it intends to continue to operate, in such a manner to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). In order to maintain qualification as a REIT, the Company must, among other things, distribute at least 90% of its REIT taxable income each year and meet asset and income tests. Additionally, its charter limits ownership of the Company, directly or constructively, by any single person to 9.8% of the value or number of shares, whichever is more restrictive, of its outstanding common stock and 9.8% of the value of the aggregate of all of its outstanding stock, subject to certain exceptions. As a REIT, the Company is not subject to federal income tax with respect to that portion of its income that is distributed currently to its stockholders.

The Company’s principal executive offices are located at 70 E. Long Lake Road, Bloomfield Hills, MI 48304 and its telephone number is (248) 737-4190. The Company’s website is www.agreerealty.com. The Company’s reports are electronically filed with or furnished to the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Exchange Act and can be accessed through this site, free of charge, as soon as reasonably practicable after we electronically file or furnish such reports. These filings are also available on the SEC’s website at www.sec.gov. The Company’s website also contains copies of its corporate governance guidelines and code of business conduct and ethics, as well as the charters of its audit, compensation and nominating and governance committees. The information on the Company’s website is not part of this report.

Recent Developments

For a discussion of business developments that occurred in 2021, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” later in this report. Certain summarized highlights are contained below.

Investments and Disposition Activity

During 2021, the Company completed approximately $1.42 billion of investments in net leased retail real estate, including acquisition and closing costs. Total investment volume includes the acquisition of 290 properties for an aggregate purchase price of approximately $1.39 billion and the completed development of four properties for an aggregate cost of 2

Table of Contents approximately $31.0 million. These 294 properties are net leased to 92 different tenants operating in 27 sectors and are located in 43 states. These assets are 100% leased for a weighted average lease term of approximately 11.5 years.

During 2021, the Company sold 18 properties for net proceeds of $56.0 million.

Leasing

During 2021, excluding properties that were sold, the Company executed new leases, extensions or options on more than 603,000 square feet of GLA throughout its portfolio. The annualized base contractual rent associated with these new leases, extensions or options is approximately $6.7 million.

Dividends

The Company transitioned to a monthly cash dividend commencing in January 2021. The Company increased its monthly dividend per common share from $0.207 to $0.217 in April 2021 and further increased the monthly dividend per common share to $0.227 in October 2021.

The December 2021 dividend per share of $0.227 represents an annualized dividend of $2.72 per share and an annualized dividend yield of approximately 3.8% based on the last reported sales price of our common stock listed on the NYSE of $71.36 on December 31, 2021.

The Company has paid a common cash dividend for 111 consecutive quarters, and although we expect to continue our policy of paying regular dividends, we cannot guarantee that we will maintain our current level of common dividends, that we will continue our recent pattern of increasing dividends per share or what our actual dividend yield will be in any future period.

In addition to its common dividends, the Company has paid monthly cash dividends on its 4.25% Series A Cumulative Redeemable Preferred Stock for all periods subsequent to its September 2021 issuance.

Financing

Equity

During 2021, the Company completed two follow-on public offerings of common stock under its shelf registration statement, issuing a total of 8,050,000 common shares. These offerings generated total net proceeds of $548.4 million. Additionally, the Company completed a follow-on public offering of 5,750,000 shares of common stock, in connection with forward sale agreements. Upon settlement of the forward agreements, the offering is anticipated to raise net proceeds of approximately $374.8 million.

In September 2021, the Company completed its first underwritten public offering of depositary shares (the “Depositary Shares”), each representing 1/1,000th of a share of Series A Preferred Stock, which resulted in net proceeds to the Company of approximately $170.3 million.

In February 2021, the Company entered into a new $500 million at-the-market (“ATM”) program (the “2021 ATM Program”) through which the Company, from time to time, may sell shares of common stock and/or enter into forward sale agreements.

During 2021, the Company settled 3,129,982 shares of common stock under predecessor ATM programs, generating net proceeds of $197.0 million. Additionally, the Company completed forward sale agreements under the 2021 ATM Program for 2,125,296 shares of common stock, for anticipated future net proceeds of $144.4 million. None of the forward sales agreements under the 2021 ATM Program have been settled. The Company is required to settle these forward agreements by various dates between March and December 2022. 3

Table of Contents After considering the 2,125,296 shares of common stock subject to forward sale agreements under the 2021 ATM Program, the Company had approximately $349.7 million of availability remaining under the 2021 ATM Program as of December 31, 2021.

Debt

In May 2021, the Company used proceeds from the offering of the 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes to repay all amounts outstanding under its unsecured term loans and settle the related swap agreements.

In December 2021, the Company entered into a Third Amended and Restated Revolving Credit Agreement which increased its senior unsecured revolving credit facility (the "Revolving Credit Facility") to $1.0 billion. The Revolving Credit Facility includes an accordion option that allows the Company to request additional lender commitments up to a total of $1.75 billion. The Revolving Credit Facility will mature in January 2026 with Company options to extend the maturity date to January 2027. The Revolving Credit Facility's interest rate is based on a pricing grid with a range of 72.5 to 140 basis points over LIBOR, determined by the Company's credit ratings, subject to improvement based on certain criteria.

Business Strategies

Our primary business objectives are to capitalize on distinct market positioning in the retail net lease space, focus on 21st century industry-leading retailers through our external growth platforms, leverage our real estate acumen and relationships to identify superior risk-adjusted opportunities, maintain a conservative and flexible capital structure that enables growth, and provide consistent, high-quality earnings growth and a well-covered growing dividend. The following is a discussion of our investment, financing and asset management strategies.

Investment

We are primarily focused on the long-term, fee simple ownership of properties net leased to national or large, regional retailers operating in sectors we believe to be more e-commerce and recession resistant than other retail sectors. Our leases are typically long-term net leases that require the tenant to pay all property operating expenses, including real estate taxes, insurance and maintenance. We believe that a diversified portfolio of such properties provides for stable and predictable cash flow.

We seek to expand and enhance our portfolio by identifying the best risk-adjusted investment opportunities across our three external growth platforms: development, Partner Capital Solutions (“PCS”) and acquisitions.

Development: We have been developing retail properties since the formation of our predecessor company in 1971 and our development platform seeks to employ our capabilities to direct all aspects of the development process, including site selection, land acquisition, lease negotiation, due diligence, design and construction. Our developments are typically build-to-suit projects that result in fee simple ownership of the property upon completion.

Partner Capital Solutions: We launched our PCS program in April 2012. Our PCS program allows us to acquire properties or development opportunities by partnering with private developers or retailers on their in-process developments. We offer construction expertise, relationships, access to capital and forward commitments to purchase the properties to facilitate the successful completion of their projects. We typically take fee simple ownership of PCS projects upon their completion. 4

Table of Contents Acquisitions: Our acquisitions platform was launched in April 2010 in order to expand our investment capabilities by pursuing opportunities that meet both our real estate and return on investment criteria.

We believe that development and PCS projects have the potential to generate superior risk-adjusted returns on investment in properties that are substantially similar to those we acquire.

We focus on four core principles that underlie our investment criteria:

●	omni-channel critical (e-commerce resistance), focusing on leading operators that have matured in omni-channel structure or those in e-commerce resistant sectors;
●	recession resistance, emphasizing a balanced portfolio with exposure to counter-cyclical sectors and retailers with strong credit profiles;
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●	avoidance of private equity sponsorship, emphasizing leading operators with strong balance sheets and minimizing exposure to the possibility of such sponsorship overleveraging their acquisitions and reducing retailers’ abilities to invest in their businesses; and
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●	adherence to strong real estate fundamentals and fungible buildings, protecting against unforeseen changes to our investment philosophies.
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Each platform leverages the Company’s real estate acumen to pursue investments in net lease retail real estate. Factors that we consider when evaluating an investment include but are not limited to:

●	overall market-specific characteristics, such as demographics, market rents, competition and retail synergy;
●	asset-specific characteristics, such as the age, size, location, zoning, use and environmental history, accessibility, physical condition, signage and visibility of the property;
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●	tenant-specific characteristics, including but not limited to the financial profile, operating history, business plan, size, market positioning, geographic footprint, management team, industry and/or sector-specific trends and other characteristics specific to the tenant and parent thereof;
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●	unit-level operating characteristics, including store sales performance and profitability, if available;
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●	lease-specific terms, including term of the lease, rent to be paid by the tenant and other tenancy considerations; and
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●	transaction considerations, such as purchase price, seller profile and other non-financial terms.
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Financing

We seek to maintain a capital structure that provides us with the flexibility to manage our business and pursue our growth strategies, while allowing us to service our debt requirements and generate appropriate risk-adjusted returns for our stockholders. We believe these objectives are best achieved by a capital structure that consists primarily of common equity and prudent amounts of preferred equity and debt financing. However, we may raise capital in any form and under terms that we deem acceptable and in the best interest of our stockholders.

We have previously utilized common and preferred stock equity offerings, secured mortgage borrowings, unsecured bank borrowings, private placements and public offerings of senior unsecured notes and the sale of properties to meet our capital requirements. We continually evaluate our financing policies on an on-going basis in light of current economic conditions, access to various capital markets, relative costs of equity and debt securities, the market value of our properties and other factors.

We occasionally sell common stock through forward sale agreements, enabling the Company to set the price of shares upon pricing the offering while delaying the issuance of shares and the receipt of the net proceeds by the Company.

As of December 31, 2021, the Company’s ratio of total debt to enterprise value, assuming the conversion of common limited partnership interests in the Operating Partnership (“Operating Partnership Common Units”) into shares of common stock, was approximately 24.5%, and its ratio of total debt to total gross assets (before accumulated depreciation) was approximately 30.4%. 5

Table of Contents As of December 31, 2021, our total debt outstanding before deferred financing costs and original issue discount was $1.70 billion, including $32.6 million of secured mortgage debt that had a weighted average fixed interest rate of 4.16% (including the effects of interest rate swap agreements) and a weighted average maturity of 1.6 years, $1.51 billion of unsecured borrowings that had a weighted average fixed interest rate of 3.18% (including the effects of interest rate swap agreements) and a weighted average maturity of 8.4 years, and $160.0 million of floating rate borrowings under our revolving credit facility at a weighted average interest rate of approximately 1.84%.

Certain financial agreements to which the Company is a party contain covenants that limit its ability to incur debt under certain circumstances; however, our organizational documents do not limit the absolute amount or percentage of indebtedness that we may incur. As such, we may modify our borrowing policies at any time without stockholder approval.

Asset Management

We maintain a proactive leasing and capital improvement program that, combined with the quality and locations of our properties, has made our properties attractive to tenants. We intend to continue to hold our properties for long-term investment and, accordingly, place a strong emphasis on the quality of construction and an on-going program of regular and preventative maintenance. Our properties are designed and built to require minimal capital improvements other than renovations or alterations, typically paid for by tenants. Personnel from our corporate headquarters conduct regular inspections of each property, maintain regular contact with major tenants and engage in consistent dialogue to understand store performance and tenant sustainability.

We have a management information system designed to provide our management with the operating data necessary to make informed business decisions on a timely basis. This system provides us rapid access to lease data, tenants’ sales history, cash flow budgets and forecasts. Such a system helps us to maximize cash flow from operations and closely monitor corporate expenses.

Competition

The U.S. commercial real estate investment market is a highly competitive industry. We actively compete with many entities engaged in the acquisition, development and operation of commercial properties. As such, we compete with other investors for a limited supply of properties and financing for these properties. Investors include traded and non-traded public REITs, private equity firms, institutional investment funds, insurance companies and private individuals, many of which have greater financial resources than we do and the ability to accept more risk than we believe we can prudently manage. There can be no assurance that we will be able to compete successfully with such entities in our acquisition, development and leasing activities in the future.

Significant Tenants

No tenant accounted for more than 10.0% of our annualized base rent as of December 31, 2021. See “Item 2 – Properties” for additional information on our top tenants and the composition of our tenant base.

Regulation

Environmental

Investments in real property create the potential for environmental liability on the part of the owner or operator of such real property. If hazardous substances are discovered on or emanating from a property, the owner or operator of the property may under certain statutory schemes be held strictly liable for all costs and liabilities relating to such hazardous substances. We have obtained a Phase I environmental study (which involves inspection without soil sampling or ground water analysis) conducted by independent environmental consultants on each of our properties and, in certain instances, have conducted additional investigation, including Phase II environmental assessments.

We have no knowledge of any hazardous substances existing on our properties in violation of any applicable laws; however, no assurance can be given that such substances are not currently located on any of our properties. 6

Table of Contents We believe that we are in compliance, in all material respects, with all federal, state and local ordinances and regulations regarding hazardous or toxic substances. Furthermore, we have not received notice from any governmental authority of any noncompliance, liability or other claim in connection with any of our properties.

Americans with Disabilities Act of 1990

Our properties, as commercial facilities, are required to comply with Title III of the Americans with Disabilities Act of 1990 and similar state and local laws and regulations (collectively, the “ADA”). Investigation of a property may reveal non-compliance with the ADA. Our tenants will typically have primary responsibility for complying with the ADA, but we may incur costs if the tenant does not comply. As of December 31, 2021, we have not received notice from any governmental authority, nor are we otherwise aware, of any non-compliance with the ADA that we believe would have a material adverse effect on our business, financial position or results of operations.

Human Capital

Team Members and Values

As of December 31, 2021, the Company had 57 full-time team members covering acquisitions, development, legal, asset management, accounting, finance, administrative, and executive functions as compared to 49 full-time team members as of December 31, 2020. The increased headcount is attributable to the Company’s need to support its current and future portfolio growth.

Our core values are the foundation of our Company culture and include:

●	Challenging ourselves to improve every facet of our business.
●	Exemplifying an ownership mentality in our choices.
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●	Our team members are expected to be consistent and persistent in building the success of our business.
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●	We expect our team members to be disciplined in all aspects of the business.
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●	Team members are expected to think strategically.
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We work to attract the best talent externally to meet the current and future demands of our business. We utilize social media, professional recruiters and other organizations to find motivated and talented team members and employ competency-based behavioral interviewing techniques.

Talent Management

Professional development is a cornerstone of our talent management system, and we diligently work to develop talent from within. We emphasize professional development through both technical and soft-skill development and training. To empower team members to reach their potential, the Company provides a range of on-the-job training and mentoring, knowledge sharing, continuing education and “lunch-and-learn” programs. Our talent management practices include the utilization of our core competency frameworks, professional development plans, career pathing and succession planning and carefully designed promotion and internal mobility opportunities.

Our team members goal setting and performance feedback processes include formal quarterly and annual reviews and self and team leader reviews, as well as ongoing one-on-one meetings with team leaders. Professional development plans based on critical competencies are created and monitored to ensure progress is made along established timelines.

Financial and Health Wellness

As part of our compensation philosophy, we offer and maintain market competitive total rewards programs for team members in order to attract and retain superior talent. These programs not only include wages and incentives, but also health, welfare, and retirement benefits.

Table of Contents Our compensation philosophies include:

●	Total compensation that is both fair and competitive. The Company seeks fairness in total compensation with reference to external and internal comparisons.
●	Attract, retain and motivate team members. Compensation is used to achieve business objectives by attracting, retaining and motivating top talent.
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●	Reward superior individual and Company performance on both a short-term and long-term basis. Performance-based pay aligns the interests of management with the interests of our stockholders and motivates and rewards individual efforts and company success.
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●	Align executives’ long-term interests with those of our stockholders. The Company seeks to align these interests by providing a significant portion of executive officer compensation in the form of restricted common stock.
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The structure of our compensation programs balance incentive earnings for both short-term and long-term performance. Specifically, the programs include a base salary, incentive compensation through annual cash bonuses and equity participation, and a retirement plan with Company match.

The “Agree Wellness Program” affords team members paid time off and holidays, fully equipped on-site fitness amenities, and leaves of absence for specified events. Insurance coverages are provided for all team members and their dependents, including medical, dental, vision, disability, and life insurance. The Company pays 100% of medical, short-term, long-term, and life insurance premiums for the Company team members and their families.

COVID-19

During 2021, we have continued to focus on the safety of our team members in response to the COVID-19 pandemic. To do so we have:

●	when warranted, closed our offices for non-essential functions and added remote work flexibility;
●	increased cleaning protocols;
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●	maintained regular communication regarding impacts of the COVID-19 pandemic, including health and safety protocols and procedures;
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●	implemented screening of any team members and vendors at our offices;
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●	provided additional personal protective equipment and cleaning supplies;
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●	maintained protocols to address actual and suspected COVID-19 cases and potential exposure;
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●	limited non-essential travel for all team members; and
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●	continued employing protocols regarding required masks and social distancing
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Environmental, Social and Governance (ESG)

Environmental Sustainability

The Company, through its team members, understands that corporate and environmental responsibility is an ongoing endeavor and embraces responsibility to being a steward of the environment, using natural resources carefully, and meeting the goals of its tenant partners. We remain committed to using our time, talents, resources and relationships to grow in a manner that makes the world and the environment better for future generations.

The Company’s focus on industry leading, national and super-regional retailers provides for long-term relationships with some of the most environmentally conscientious retailers in the world. This is particularly meaningful because the Company’s portfolio is primarily comprised of properties that are leased to tenants under long-term net leases where the tenant is generally responsible for maintaining the property and implementing environmentally responsible practices. We are proud to know that our tenants have pioneered the use of environmentally-preferable solutions in their business practices in many ways. Additionally, the Company’s award-winning headquarters utilize green technologies including programmable thermostats, Low-E window glass, LEED HVAC systems and LED occupancy-sensored lighting.

Table of Contents

Social Company Culture and Team Members

The Agree Wellness Program focuses on physical and financial wellness to enhance team members’ well-being. The Company believes that team members who are healthy, fit, financially secure and motivated are team members who achieve personal and professional success. Ongoing professional development is offered to help all team members advance their careers. The Company regularly sponsors local charities and has received numerous local awards recognizing its outstanding corporate culture and wellness initiatives. The Company supports healthy living through enhanced health insurance, an on-site gym, training and education, various complementary meal programs and many other benefits.

We support team members with generous cash compensation plans, equity ownership programs, retirement plans and ongoing access to financial planning resources. Team members are compensated for their performance and rewarded for their outstanding work. Alignment of individual, team, corporate and stockholder objectives provides for continuity, teamwork and increased collaboration. Our team members are paid commensurate with their qualifications, responsibilities, productivity, quality of work and adherence to our core values.

The Agree Culture Committee is composed of team members from departments throughout the organization. The Company’s Culture Committee hosts a variety of events that are focused on team building and camaraderie as well as contributing to the communities in which they live.

Governance Fiduciary Duties and Ethics

We believe that nothing is more important than a company’s reputation for integrity and serving as a responsible fiduciary for its stockholders. We are committed to managing the Company for the benefit of our stockholders and are focused on maintaining good corporate governance.

Our Board has nine directors, seven of whom are independent. Five new independent directors have been added since 2018. Independent directors meet regularly, without the presence of officers or team members. A Lead Independent Director was appointed in 2019.

The Board has adopted an insider trading policy that applies to all directors, officers and team members. The Company does not have a stockholder rights plan (“poison pill”) and maintains stock ownership guidelines for directors and named executive officers requiring specified levels of stock ownership. Time-vested stock grants to officers and team members vest over a five-year period to provide long-term alignment, while performance-based stock grants to named executive officers utilize total shareholder return, with the amount of the grants intended to increase as total returns to stockholders increase, further enhancing alignment. Our board of directors has established a succession plan for the Chief Executive Officer to cover emergencies and other occurrences. Finally, the Company annually submits “say-on-pay” advisory votes and has received support in excess of 95% for the past six years.

In addition to annually reviewing and signing an acknowledgment of the Code of Business Conduct and Ethics, all team members adhere to the Company’s “Rules for Victory,” which include a framework that focuses on honesty, accountability, resourcefulness, dedication and passion for their work.

Available Information

We make available free of charge through our website at www.agreerealty.com all reports we electronically file with, or furnish to, the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, as soon as reasonably practicable after those documents are filed with, or furnished to, the SEC. These filings are also accessible on the SEC’s website at www.sec.gov.

Item 1A: Risk Factors

The following factors and other factors discussed in this Annual Report on Form 10-K could cause the Company’s actual results to differ materially from those contained in forward-looking statements made in this report or presented elsewhere 9

Table of Contents in future SEC reports. You should carefully consider each of the risks, assumptions, uncertainties and other factors described below and elsewhere in this report, as well as any reports, amendments or updates reflected in subsequent filings or furnishings with the SEC. We believe these risks, assumptions, uncertainties and other factors, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results and could materially and adversely affect our business operations, results of operations, financial condition and liquidity.

Risks Related to Our Business and Operations

The current pandemic of the novel coronavirus, or COVID-19, its variants, and the future outbreak of other highly infectious or contagious diseases, could materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance.

The COVID-19 pandemic has had, and another pandemic in the future could have, repercussions across regional and global economies and financial markets. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak continues to rapidly evolve and many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel.

Many states and cities, including where we own properties, have development sites and where our principal place of business is located, have also reacted by instituting quarantines, social distancing requirements, restrictions on travel, “shelter in place” rules, restrictions on the types of businesses that may continue to operate and/or restrictions on the types of construction projects that may continue. Although many of these jurisdictions have lifted some of these restrictions, the Company cannot predict whether and to what extent the restrictions will be reinstated, whether additional states and cities will implement similar restrictions or when restrictions currently in place will expire. As a result, the COVID-19 pandemic is negatively impacting almost every industry directly or indirectly, including industries in which the Company and our tenants operate. A number of our tenants had announced temporary closures of their stores and requested rent deferral or rent abatement during certain points during this pandemic.

Although the duration and severity of this pandemic are still uncertain, there is reason to believe that the success of vaccination efforts in the U.S. will have a positive impact on businesses, as federal, state and local restrictions are lifted, and individuals return to pre-pandemic activities. However, COVID-19’s variants, its surges and resurgences in the population, and challenges relating to vaccine immunization are still having a very fluid and continuously evolving impact on businesses and consumers.

In addition, our team members based at our headquarters have worked remotely to varying extents. The effects of restrictions on our operations, including future restrictions and extended periods of remote work arrangements, could strain our business continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our business. The COVID-19 pandemic, or a future pandemic, could also have material and adverse effects on our ability to successfully operate and on our financial condition, results of operations and cash flows due to, among other factors:

●	a complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant action;
●	the reduced economic activity severely impacts our tenants’ businesses, financial condition and liquidity and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations;
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●	the reduced economic activity could result in a prolonged recession, which could negatively impact consumer discretionary spending;
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●	difficulty accessing debt and equity capital on attractive terms, or at all, impacts to our credit ratings, and a prolonged severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations or address maturing liabilities on a timely basis and our tenants’ ability to fund their business operations and meet their obligations to us;
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●	the financial impact of the COVID-19 pandemic could negatively impact our future compliance with financial covenants of our Revolving Credit Facility and other debt agreements and result in a default and potentially an
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acceleration of indebtedness, which non-compliance could negatively impact our ability to make additional borrowings under our Revolving Credit Facility and pay dividends;
●	any impairment in value of our tangible or intangible assets which could be recorded as a result of weaker economic conditions;
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●	a continued decline in business activity and demand for real estate transactions could adversely affect our ability or desire to grow our portfolio of properties;
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●	a deterioration in our or our tenants’ ability to operate in affected areas or delays in the supply of products or services to us or our tenants from vendors that are needed for our or our tenants’ efficient operations could adversely affect our operations and those of our tenants; and
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●	the potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, could result in a deterioration in our ability to ensure business continuity during this disruption.
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The extent to which the COVID-19 pandemic impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Additional closures by our tenants of their stores, tenant bankruptcies, tenant lease defaults, and early terminations by our tenants of their leases could reduce our cash flows, which could impact our ability to continue paying dividends to our stockholders at expected levels or at all.

The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of the COVID-19 pandemic. Nevertheless, the COVID-19 pandemic presents material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance.

Economic and financial conditions may have a negative effect on our business and operations.

Changes in global or national economic conditions, such as a market downturn or a disruption in the capital markets, may cause, among other things, a significant tightening in the credit markets, lower levels of liquidity, increases in the rate of default and bankruptcy and lower consumer spending and business spending, which could adversely affect our business and operations. Potential consequences of changes in economic and financial conditions include:

●	changes in the performance of our tenants, which may result in lower rent and lower recoverable expenses that the tenant can afford to pay and tenant defaults under the leases;
●	current or potential tenants may delay or postpone entering into long-term net leases with us;
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●	the ability to borrow on terms and conditions that we find acceptable may be limited or unavailable, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from acquisition and development activities, reduce our ability to make cash distributions to our stockholders and increase our future interest expense;
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●	our ability to access the capital markets may be restricted at a time when we would like, or need, to access those markets, which could have an impact on our flexibility to react to changing economic and business conditions;
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●	the recognition of impairment charges on or reduced values of our properties, which may adversely affect our results of operations or limit our ability to dispose of assets at attractive prices and may reduce the availability of buyer financing; and
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●	one or more lenders under our revolving credit facility could fail and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.
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We are also limited in our ability to reduce costs to offset the results of a prolonged or severe economic downturn given certain fixed costs and commitments associated with our operations, which could materially impact our results of operations and/or financial condition.

Our business is significantly dependent on single tenant properties.

We focus our development and investment activities on ownership of real properties that are primarily net leased to a single tenant. Therefore, the financial failure of, or other default in payment by, a single tenant under its lease and the 11

Table of Contents potential resulting vacancy is likely to cause a significant reduction in our operating cash flows from that property and a significant reduction in the value of the property and could cause a significant impairment loss. In addition, we would be responsible for all of the operating costs of a property following a vacancy at a single tenant building. Because our properties have generally been built to suit a particular tenant’s specific needs and desires, we may also incur significant losses to make the leased premises ready for another tenant and experience difficulty or a significant delay in releasing such property.

Bankruptcy laws will limit our remedies if a tenant becomes bankrupt and rejects its leases.

If a tenant becomes bankrupt or insolvent, that could diminish the income we receive from that tenant’s leases. We may not be able to evict a tenant solely because of its bankruptcy. On the other hand, a bankruptcy court might authorize the tenant to terminate its leasehold with us. If that happens, our claim against the bankrupt tenant for unpaid future rent would be an unsecured claim subject to statutory limitations, and therefore any amounts received in bankruptcy are likely to be substantially less valuable than the remaining rent we otherwise were owed under the leases. In addition, any payment on a claim we have for unpaid past rent could be substantially less than the amount owed.

Our portfolio is concentrated in certain states, which makes us more susceptible to adverse events in these areas.

Our properties are located in 47 states throughout the United States and in particular, the state of Texas (where 100 properties out of 1,404 properties are located, or 7.2% of our annualized base rent was derived as of December 31, 2021), Illinois (85 properties, or 5.9% of our annualized base rent) and Ohio (94 properties, or 5.8% of our annualized base rent). An economic downturn or other adverse events or conditions such as natural disasters in any of these areas, or any other area where we may have significant concentration in the future, could result in a material reduction of our cash flows or material losses to our company.

Our tenants are concentrated in certain retail sectors, which makes us susceptible to adverse conditions impacting these sectors.

As of December 31, 2021, 10.5%, 9.5% and 8.0% of our annualized contractual base rent and interest was derived from tenants operating in the grocery store, home improvement and convenience store sectors, respectively. Similarly, we have concentrations in other sectors such as tire and auto services, general merchandise, and off-price retail. Any decrease in consumer demand for the products and services offered by our tenants operating in any industries for which we have concentrations could have an adverse effect on our tenants’ revenues, costs and results of operations, thereby adversely affecting their ability to meet their lease obligations to us. As we continue to invest in properties, our portfolio may become more or less concentrated by industry sector.

There are risks associated with our development and acquisition activities.

We intend to continue the development of new properties and to consider possible acquisitions of existing properties. We anticipate that our new developments will be financed under the revolving credit facility or other forms of financing that will result in a risk that permanent fixed rate financing on newly developed projects might not be available or would be available only on disadvantageous terms. In addition, new project development is subject to a number of risks, including risks of construction delays or cost overruns that may increase anticipated project costs. Furthermore, new project commencement risks also include receipt of zoning, occupancy, other required governmental permits and authorizations and the incurrence of development costs in connection with projects that are not pursued to completion. If permanent debt or equity financing is not available on acceptable terms to finance new development or acquisitions undertaken without permanent financing, further development activities or acquisitions might be curtailed, or cash available for distribution might be adversely affected. Acquisitions entail risks that investments will fail to perform in accordance with expectations, as well as general investment risks associated with any new real estate investment.

Loss of revenues from tenants would reduce the Company’s cash flow.

Our tenants encounter significant macroeconomic, governmental and competitive forces. Adverse changes in consumer spending or consumer preferences for particular goods, services or store-based retailing could severely impact their ability 12

Table of Contents to pay rent. Shifts from in-store to online shopping could increase due to changing consumer shopping patterns as well as the increase in consumer adoption and use of mobile electronic devices. This expansion of e-commerce could have an adverse impact on our tenant’s ongoing viability. The default, financial distress, bankruptcy or liquidation of one or more of our tenants could cause substantial vacancies in our property portfolio or impact our tenants’ ability to pay rent. Vacancies reduce our revenues, increase property expenses and could decrease the value of each vacant property. Upon the expiration of a lease, the tenant may choose not to renew the lease, renegotiate the economics of any option period(s) as a condition of exercising one or more of them, and/or we may not be able to release the vacant property at a comparable lease rate or without incurring additional expenditures in connection with such renewal or re-leasing. These risks could be exacerbated by a deterioration in the financial condition of any major tenant with leases in multiple locations.

The availability and timing of cash dividends is uncertain.

We expect to continue to pay regular dividends to our stockholders. However, we bear all expenses incurred by our operations, and our funds generated by operations, after deducting these expenses, may not be sufficient to cover desired levels of dividends to our stockholders. We cannot assure our stockholders that sufficient funds will be available to pay dividends.

The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our board of directors and will depend on our earnings, funds from operations, liquidity, financial condition, capital requirements, contractual prohibitions, or other limitations under our indebtedness, annual dividend requirements or the REIT provisions of the Internal Revenue Code, state law and such other factors as our board of directors deems relevant. Further, we may issue new shares of common stock as compensation to our team members or in connection with public offerings or acquisitions. Any future issuances may substantially increase the cash required to pay dividends at current or higher levels.

Any preferred shares we may offer may have a fixed dividend rate that would not increase with any increases in the dividend rate of our common stock. Conversely, payment of dividends on our common stock is subject to payment in full of the dividends on any preferred shares and payment of interest on any debt securities we may offer.

If we do not maintain or increase the dividend on our common stock, it could have an adverse effect on the market price of our shares.

We face risks relating to information technology and cybersecurity attacks, loss of confidential information and other business disruptions.

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes and we rely on commercially available systems, software, tools and monitoring to provide infrastructure and security for processing, transmitting and storing information. Any failure, inadequacy or interruption could materially harm our business. Furthermore, our business is subject to risks from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data and other electronic security breaches. Such cyber-attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. While we employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing a cyber-attack. Cybersecurity incidents could cause operational interruption, damage to our business relationships, private data exposure (including personally identifiable information, or proprietary and confidential information, of ours and our team members, as well as third parties) and affect the efficiency of our business operations. Any such incidents could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information and reduce the benefits of our technologies. 13

Table of Contents General Real Estate Risk

Our performance and value are subject to general economic conditions and risks associated with our real estate assets.

There are risks associated with owning and leasing real estate. Although many of our leases contain terms that obligate the tenants to bear substantially all of the costs of operating our properties, investing in real estate involves a number of risks. Income from and the value of our properties may be adversely affected by:

●	changes in general or local economic conditions;
●	the attractiveness of our properties to potential tenants;
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●	changes in supply of or demand for similar or competing properties in an area;
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●	bankruptcies, financial difficulties or lease defaults by our tenants;
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●	changes in operating costs and expense and our ability to control rents;
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●	our ability to lease properties at favorable rental rates;
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●	our ability to sell a property when we desire to do so at a favorable price;
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●	unanticipated changes in costs associated with known adverse environmental conditions or retained liabilities for such conditions; and
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●	changes in or increased costs of compliance with governmental rules, regulations and fiscal policies, including changes in the ADA and similar regulations and tax, real estate, environmental and zoning laws, and our potential liability thereunder.
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Economic and financial market conditions have and may continue to exacerbate many of the foregoing risks. If a tenant fails to perform on its lease covenants, that would not excuse us from meeting any mortgage debt obligation secured by the property and could require us to fund reserves in favor of our mortgage lenders, thereby reducing funds available for payment of cash dividends on our shares of common stock.

The fact that real estate investments are relatively illiquid may reduce economic returns to investors.

We may desire to sell a property in the future because of changes in market conditions or poor tenant performance or to avail ourselves of other opportunities. We may also be required to sell a property in the future to meet secured debt obligations or to avoid a secured debt loan default. Real estate properties cannot generally be sold quickly, and we cannot assure you that we could always obtain a favorable price. We may be required to invest in the restoration or modification of a property before we can sell it, or we may need to obtain landlord consent to sell certain assets in which we have a leasehold interest in the land underlying the buildings. This lack of liquidity may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions and, as a result, could adversely affect our financial condition, results of operations, cash flows and our ability to pay dividends on our common stock.

Our ability to renew leases or re-lease space on favorable terms as leases expire significantly affects our business.

We are subject to the risks that, upon expiration of leases for space located in our properties, the premises may not be re-let or the terms of re-letting (including the cost of concessions to tenants) may be less favorable than current lease terms. If a tenant does not renew its lease or if a tenant defaults on its lease obligations, there is no assurance we could obtain a substitute tenant on acceptable terms. If we cannot obtain another tenant with comparable building structural space and configuration needs, we may be required to modify the property for a different use, which may involve a significant capital expenditure and a delay in re-leasing the property. Further, if we are unable to re-let promptly all or a substantial portion of our retail space or if the rental rates upon such re-letting were significantly lower than expected rates, our net income and ability to make expected distributions to stockholders would be adversely affected. There can be no assurance that we will be able to retain tenants in any of our properties upon the expiration of their leases. 14

Table of Contents Our leases contain certain limitations on tenants’ real estate tax, insurance and operating cost reimbursement obligations.

Our tenants under net leases generally are responsible for paying the real estate taxes, insurance costs and operating costs associated with the leased property. However, certain leases contain limitations on the tenant’s cost reimbursement obligations and, therefore, there are costs which may be incurred and which will not be reimbursed in full by tenants. This could reduce our operating cash flows from those properties and could reduce the value of those properties.

Potential liability for environmental contamination could result in substantial costs.

Under federal, state and local environmental laws, we may be required to investigate and clean up any release of hazardous or toxic substances or petroleum products at our properties, regardless of our knowledge or actual responsibility, simply because of our current or past ownership or operation of the real estate. If unidentified environmental problems arise, we may have to make substantial payments, which could adversely affect our cash flow and our ability to make distributions to our stockholders. This potential liability results from the following:

●	as owner, we may have to pay for property damage and for investigation and clean-up costs incurred in connection with the contamination;
●	the law may impose clean-up responsibility and liability regardless of whether the owner or operator knew of or caused the contamination;
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●	even if more than one person is responsible for the contamination, each person who shares legal liability under environmental laws may be held responsible for all of the clean-up costs; and
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●	governmental entities and third parties may sue the owner or operator of a contaminated site for damages and costs.
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These costs could be substantial and in extreme cases could exceed the value of the contaminated property. The presence of hazardous substances or petroleum products or the failure to properly remediate contamination may adversely affect our ability to borrow against, sell or lease an affected property. In addition, some environmental laws create liens on contaminated sites in favor of the government for damages and costs it incurs in connection with a contamination.

We own and may in the future acquire properties that will be operated as convenience stores with gas station facilities. The operation of convenience stores with gas station facilities at our properties will create additional environmental concerns. Similarly, we may lease properties to users or producers of other hazardous materials. We require that the tenants who operate these facilities do so in material compliance with current laws and regulations.

A majority of our leases require our tenants to comply with environmental laws and to indemnify us against environmental liability arising from the operation of the properties. However, we could be subject to strict liability under environmental laws because we own the properties. There are certain losses, including losses from environmental liabilities, that are not generally insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so. There is also a risk that tenants may not satisfy their environmental compliance and indemnification obligations under the leases. Any of these events could substantially increase our cost of operations, require us to fund environmental indemnities in favor of our secured lenders and reduce our ability to service our secured debt and pay dividends to stockholders and any debt security interest payments. Environmental problems at any properties could also put us in default under loans secured by those properties, as well as loans secured by unaffected properties.

Uninsured losses relating to real property may adversely affect our returns.

Our leases generally require tenants to carry comprehensive liability and extended coverage insurance on our properties. However, there are certain losses, including losses from environmental liabilities, terrorist acts or catastrophic acts of nature, that are not generally insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so. If there is an uninsured loss or a loss in excess of insurance limits, we could lose both the revenues generated by the affected property and the capital we have invested in the property. In the event of a substantial unreimbursed loss, we would remain obligated to repay any mortgage indebtedness or other obligations related to the property. 15

Table of Contents Risks Related to Our Debt Financings

Our level of indebtedness could materially and adversely affect our financial position, including reducing funds available for other business purposes and reducing our operational flexibility, and we may have future capital needs and may not be able to obtain additional financing on acceptable terms.

At December 31, 2021, our ratio of total debt to enterprise value (assuming conversion of Operating Partnership Common Units into shares of common stock) was approximately 24.5%. Incurring substantial debt may adversely affect our business and operating results by:

●	requiring us to use a substantial portion of our cash flow to pay interest and principal, which reduces the amount available for distributions, acquisitions and capital expenditures;
●	making us more vulnerable to economic and industry downturns and reducing our flexibility to respond to changing business and economic conditions;
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●	requiring us to agree to less favorable terms, including higher interest rates, in order to incur additional debt, and otherwise limiting our ability to borrow for operations, working capital or to finance acquisitions in the future; or
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●	limiting our flexibility in conducting our business, including our ability to finance or refinance our assets, contribute assets to joint ventures or sell assets as needed, which may place us at a disadvantage compared to competitors with less debt or debt with less restrictive terms.
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In addition, the use of leverage presents an additional element of risk in the event that (1) the cash flow from lease payments on our properties is insufficient to meet debt obligations, (2) we are unable to refinance our debt obligations as necessary or on as favorable terms, (3) there is an increase in interest rates, (4) we default on our financial obligations or (5) debt service requirements increase. If a property is mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, the property could be foreclosed upon with a consequential loss of income and asset value to us.

We generally intend to maintain a ratio of total indebtedness (including construction or acquisition financing) to total market capitalization of 65% or less. Nevertheless, we may operate with debt levels which are in excess of 65% of total market capitalization for extended periods of time. If our debt capitalization policy were changed, we could become more highly leveraged, resulting in an increase in debt service that could adversely affect our operating cash flow and our ability to make expected distributions to stockholders, and could result in an increased risk of default on our obligations.

Covenants in our credit agreements and note purchase agreements could limit our flexibility and adversely affect our financial condition.

The terms of the financing agreements and other indebtedness require us to comply with a number of customary financial and other covenants. These covenants may limit our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we have satisfied our payment obligations. Our financing agreements contain certain cross-default provisions which could be triggered in the event that we default on our other indebtedness. These cross-default provisions may require us to repay or restructure the revolving credit facility in addition to any mortgage or other debt that is in default. If our properties were foreclosed upon, or if we are unable to refinance our indebtedness at maturity or meet our payment obligations, the amount of our distributable cash flows and our financial condition would be adversely affected.

Our unsecured revolving credit facility, certain term loan agreements and certain note purchase agreements contain various restrictive corporate covenants, including a maximum total leverage ratio, a maximum secured leverage ratio and a minimum fixed charge coverage ratio. In addition, our unsecured revolving credit facility, certain term loan agreements and certain note purchase agreements have unencumbered pool covenants, which include a maximum unencumbered leverage ratio and a minimum unencumbered interest coverage ratio. These covenants may restrict our ability to pursue certain business initiatives or certain transactions that might otherwise be advantageous. Furthermore, failure to meet certain of these financial covenants could cause an event of default under and/or accelerate some or all of such indebtedness which could have a material adverse effect on us. 16

Table of Contents An increase in market interest rates could raise our interest costs on existing and future debt or adversely affect our stock price, and a decrease in interest rates may lead to additional competition for the acquisition of real estate or adversely affect our results of operations.

Our interest costs for any new debt and our current debt obligations may rise if interest rates increase. This increased cost could make the financing of any new acquisition more expensive as well as lower our current period earnings. Rising interest rates could limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing. In addition, an increase in interest rates could decrease the access third parties have to credit, thereby decreasing the amount they are willing to pay to lease our assets and limit our ability to reposition our portfolio promptly in response to changes in economic or other conditions. An increase in market interest rates may lead prospective purchasers of our common stock to expect a higher dividend yield, which could adversely affect the market price of our common stock. Decreases in interest rates may lead to additional competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments. Increased competition for the acquisition of real estate may lead to a decrease in the yields on real estate targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations may be adversely affected.

Our hedging strategies may not be successful in mitigating our risks associated with interest rates and could reduce the overall returns on your investment.

We use various derivative financial instruments to provide a level of protection against interest rate risks, but no hedging strategy can protect us completely. These instruments involve risks, such as the risk that the counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes, that a court could rule that such agreements are not legally enforceable, and that we may have to post collateral to enter into hedging transactions, which we may lose if we are unable to honor our obligations. These instruments may also generate income that may not be treated as qualifying REIT income for purposes of the REIT income tests. In addition, the nature and timing of hedging transactions may influence the effectiveness of our hedging strategies. Poorly designed strategies or improperly executed transactions could actually increase our risk and losses. Moreover, hedging strategies involve transaction and other costs. We cannot assure you that our hedging strategy and the derivatives that we use will adequately offset the risk of interest rate volatility or that our hedging transactions will not result in losses that may reduce the overall return on your investment.

The London Inter-Bank Offered Rate (“LIBOR”) is being phased-out as a reference rate for debt and hedging agreements and may require us to transition LIBOR-based contracts to an alternative reference rate.

In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”), which identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative rate for USD LIBOR in derivatives and other financial contracts. The Company is not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.

The Company has contracts that are indexed to LIBOR, including its revolving credit facility and interest rate swap agreements, and is monitoring and evaluating the related risks, which include interest paid on loans and amounts received and paid on derivative instruments. These risks arise in connection with transitioning contracts to an alternative rate, including any resulting value transfer that may occur. The value of loans, securities or derivative instruments tied to LIBOR could also be impacted if LIBOR is limited or discontinued.

If a contract is not transitioned to an alternative reference rate and LIBOR is discontinued, the impact on our contracts is likely to vary by contract. If LIBOR is discontinued or if the methods of calculating LIBOR change from their current form, interest rates on our current or future indebtedness may be adversely affected. 17

Table of Contents While we expect LIBOR to be available in substantially its current form until the end of 2022, it is possible that LIBOR will become unavailable prior to that point. This could occur if, for example, sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified. Alternative rates and other market changes related to the replacement of LIBOR, including the introduction of financial products and changes in market practices, may lead to risk modeling and valuation challenges, such as adjusting interest rate accrual calculations and building a term structure for an alternative rate. The introduction of an alternative rate also may create additional basis risk and increased volatility as alternative rates are phased in and utilized in parallel with LIBOR. Adjustments to systems and mathematical models to properly process and account for alternative rates will be required, which may strain the model risk management and information technology functions and result in substantial incremental costs for the Company.

Future offerings of debt and equity may not be available to us or may adversely affect the market price of our common stock.

We expect to continue to increase our capital resources by making additional offerings of equity and debt securities in the future, which could include classes or series of preferred stock, common stock and senior or subordinated notes. Our ability to raise additional capital may be restricted at a time when we would like or need, including as a result of market conditions. Future market dislocations could cause us to seek sources of potentially less attractive capital and impact our flexibility to react to changing economic and business conditions. All debt securities and other borrowings, as well as all classes or series of preferred stock, will be senior to our common stock in a liquidation of our company. Additional equity offerings could dilute our stockholders’ equity and reduce the market price of shares of our common stock. In addition, depending on the terms and pricing of an additional offering of our common stock and the value of our properties, our stockholders may experience dilution in both the book value and fair value of their shares. The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market after an offering or the perception that such sales could occur, and this could materially and adversely affect our ability to raise capital through future offerings of equity or equity-related securities. In addition, we may issue preferred stock or other securities convertible into equity securities with a distribution preference or a liquidation preference that may limit our ability to make distributions on our common stock. Our ability to estimate the amount, timing or nature of additional offerings is limited as these factors will depend upon market conditions and other factors.

Risks Related to Our Corporate Structure

Our charter, bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control transaction.

Our charter contains 9.8% ownership limits. Our charter, subject to certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT and contains provisions that limit any person to actual or constructive ownership of no more than 9.8% (in value or in number of shares, whichever is more restrictive) of the outstanding shares of our common stock and no more than 9.8% (in value) of the aggregate of the outstanding shares of all classes and series of our stock. Our board of directors, in its sole discretion, may exempt, subject to the satisfaction of certain conditions, any person from the ownership limits. These restrictions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. The ownership limits may delay or impede, and we may use the ownership limits deliberately to delay or impede, a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.

We have a staggered board. Our directors are divided into three classes serving three-year staggered terms. The staggering of our board of directors may discourage offers for the Company or make an acquisition more difficult, even when an acquisition may be viewed to be in the best interest of our stockholders.

We could issue stock without stockholder approval. Our board of directors could, without stockholder approval, issue authorized but unissued shares of our common stock or preferred stock. In addition, our board of directors could, without stockholder approval, classify or reclassify any unissued shares of our common stock or preferred stock and set the preferences, rights and other terms of such classified or reclassified shares. Our board of directors could establish a series 18

Table of Contents of stock that could, depending on the terms of such series, delay, defer or prevent a transaction or change of control that might involve a premium price for our common stock or otherwise be viewed to be in the best interest of our stockholders.

Provisions of Maryland law may limit the ability of a third party to acquire control of our company. Certain provisions of Maryland law may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under certain circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then prevailing market price of such shares, including:

●	“Business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the stockholder becomes an interested stockholder and thereafter would require the recommendation of our board of directors and impose special appraisal rights and special stockholder voting requirements on these combinations; and
●	“Control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
---	---

●

“Business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the stockholder becomes an interested stockholder and thereafter would require the recommendation of our board of directors and impose special appraisal rights and special stockholder voting requirements on these combinations; and

●

“Control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

---

The business combination statute permits various exemptions from its provisions, including business combinations that are approved or exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder. Our board of directors has exempted from the business combination provisions of the Maryland General Corporation Law, or MGCL, any business combination with Mr. Richard Agree or any other person acting in concert or as a group with Mr. Richard Agree.

In addition, our bylaws contain a provision exempting from the control share acquisition statute Richard Agree, Edward Rosenberg, any spouses or the foregoing, any brothers or sisters of the foregoing, any ancestors of the foregoing, any other lineal descendants of any of the foregoing, any estates of any of the foregoing, any trusts established for the benefit of any of the foregoing and any other entity controlled by any of the foregoing, our other officers, our team members, any of the associates or affiliates of the foregoing and any other person acting in concert of as a group with any of the foregoing.

Additionally, Title 3, Subtitle 8 of the MGCL, permits our board of directors, without stockholder approval and regardless of what is currently provided in our charter or our bylaws, to implement certain takeover defenses. These provisions may have the effect of inhibiting a third party from making an acquisition proposal for our company or of delaying, deferring or preventing a change in control of our company under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-current market price.

Our charter, our bylaws, the limited partnership agreement of the Operating Partnership and Maryland law also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be viewed to be in the best interest of our stockholders.

An officer and director may have interests that conflict with the interests of stockholders.

An officer and member of our board of directors owns Operating Partnership Units. This individual may have personal interests that conflict with the interests of our stockholders with respect to business decisions affecting us and the Operating Partnership, such as interests in the timing and pricing of property sales or refinancing in order to obtain favorable tax treatment. 19

Table of Contents Federal Income Tax Risks

Complying with REIT requirements may cause us to forego otherwise attractive opportunities.

To qualify as a REIT for federal income tax purposes we must continually satisfy numerous income, asset and other tests, thus having to forego investments we might otherwise make and hindering our investment performance.

Failure to qualify as a REIT could adversely affect our operations and our ability to make distributions.

We will be subject to increased taxation if we fail to qualify as a REIT for federal income tax purposes. Although we believe that we are organized and operate in such a manner so as to qualify as a REIT under the Internal Revenue Code, no assurance can be given that we will remain so qualified. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial or administrative interpretations. The complexity of these provisions and applicable treasury regulations is also increased in the context of a REIT that holds its assets in partnership form. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. Additionally, our charter provides our board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without the approval of our stockholders. A REIT that annually distributes at least 90% of its taxable income to its stockholders generally is not taxed at the corporate level on such distributed income. We have not requested and do not plan to request a ruling from the Internal Revenue Service (the “IRS”) that we qualify as a REIT.

If we fail to qualify as a REIT, we will face tax consequences that will substantially reduce the funds available for payment of cash dividends:

●	We would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates.
●	We may be subject to increased state and local taxes.
---	---
●	Unless we are entitled to relief under statutory provisions, we could not elect to be treated as a REIT for four taxable years following the year in which we failed to qualify.
---	---

In addition, if we fail to qualify as a REIT, we will no longer be required to pay dividends (other than any mandatory dividends on any preferred shares we may offer). As a result of these factors, our failure to qualify as a REIT could adversely affect the market price for our common stock.

U.S. federal tax reform legislation could affect REITs generally, the geographic markets in which we operate, our stock and our results of operations, both positively and negatively in ways that are difficult to anticipate.

Changes to the federal income tax laws are proposed regularly. Additionally, the REIT rules are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury, which may result in revisions to regulations and interpretations in addition to statutory changes. If enacted, certain such changes could have an adverse impact on our business and financial results. In particular, H.R. 1, which took effect for taxable years that began on or after January 1, 2018 (subject to certain exceptions), as amended by the Coronavirus Aid, Relief, and Economic Security Act made many significant changes to the federal income tax laws that profoundly impacted the taxation of individuals, corporations (both regular C corporations as well as corporations that have elected to be taxed as REITs), and the taxation of taxpayers with overseas assets and operations. A number of changes that affect non-corporate taxpayers will expire at the end of 2025 unless Congress acts to extend them. These changes impact us and our stockholders in various ways, some of which are adverse or potentially adverse compared to prior law. While the IRS has issued some guidance with respect to certain of the new provisions, there are numerous interpretive issues that will require further guidance, and technical corrections legislation may be needed to clarify certain aspects of the new law and give proper effect to Congressional intent. There can be no assurance, however, that technical clarifications or further changes needed to prevent unintended or unforeseen tax consequences will be enacted by Congress. In addition, while certain elements of tax reform legislation do not impact us directly as a REIT, they could impact the geographic markets in which we operate, the tenants that populate our properties and the customers who frequent our properties in ways, both positive and negative, that are difficult to anticipate. Other legislative proposals could be enacted in the future that could affect REITs and their 20

Table of Contents stockholders. Prospective investors are urged to consult their tax advisors regarding the effect of these tax law changes and any other potential tax law changes on an investment in our common stock.

Changes in tax laws may prevent us from maintaining our qualification as a REIT.

As we have previously described, we intend to maintain our qualification as a REIT for federal income tax purposes. However, this intended qualification is based on the tax laws that are currently in effect. We are unable to predict any future changes in the tax laws that would adversely affect our status as a REIT. If there is a change in the tax law that prevents us from qualifying as a REIT or that requires REITs generally to pay corporate level income taxes, we may not be able to make the same level of distributions to our stockholders.

Complying with REIT requirements may force us to liquidate or restructure otherwise attractive investments.

In order to qualify as a REIT, at least 75% of the value of our assets must consist of cash, cash items, government securities and qualified real estate assets. The remainder of our investments in securities (other than government securities, securities of TRSs and qualified real estate assets) cannot include more than 10% of the voting securities or 10% of the value of all securities, of any one issuer. In addition, in general, no more than 5% of the total value of our assets (other than government securities, securities of TRSs and qualified real estate assets) can consist of securities of any one issuer, and no more than 20% of the total value of our assets can be represented by one or more TRSs. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate otherwise attractive investments.

We may have to borrow funds or sell assets to meet our distribution requirements.

Subject to some adjustments that are unique to REITs, a REIT generally must distribute 90% of its taxable income. For the purpose of determining taxable income, we may be required to accrue interest, rent and other items treated as earned for tax purposes but that we have not yet received. In addition, we may be required not to accrue as expenses for tax purposes some expenses that actually have been paid, including, for example, payments of principal on our debt, or some of our deductions might be disallowed by the IRS. As a result, we could have taxable income in excess of cash available for distribution. If this occurs, we may have to borrow funds or liquidate some of our assets in order to meet the distribution requirement applicable to a REIT.

Our ownership of and relationship with our TRSs will be limited, and a failure to comply with the limits would jeopardize our REIT status and may result in the application of a 100% excise tax.

A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying income if earned directly by the parent REIT. Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. A TRS will typically pay federal, state and local income tax at regular corporate rates on any income that it earns. In addition, the TRS rules impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. Our TRSs will pay federal, state and local income tax on their taxable income, and their after-tax net income will be available for distribution to us but will not be required to be distributed to us. There can be no assurance that we will be able to comply with the 20% limitation discussed above or to avoid application of the 100% excise tax discussed above.

Liquidation of our assets may jeopardize our REIT qualification.

To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any gain if we sell assets in transactions that are considered to be “prohibited transactions,” which are explained in the risk factor below. 21

Table of Contents We may be subject to other tax liabilities even if we qualify as a REIT.

Even if we remain qualified as a REIT for federal income tax purposes, we will be required to pay certain federal, state and local taxes on our income and property. For example, we will be subject to federal income tax on any of our REIT taxable income (including capital gains) that we do not distribute annually to our stockholders. Additionally, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. While we will undertake sales of assets if those assets become inconsistent with our long-term strategic or return objectives, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise. The need to avoid prohibited transactions could cause us to forego or defer sales of properties that might otherwise be in our best interest to sell.

In addition, any net taxable income earned directly by our TRSs, or through entities that are disregarded for federal income tax purposes as entities separate from our TRSs, will be subject to federal and possibly state corporate income tax. To the extent that we and our affiliates are required to pay federal, state and local taxes, we will have less cash available for distributions to our stockholders.

Dividends payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations.

The maximum federal income tax rate applicable to “qualified dividend income” payable by non-REIT corporations to certain non-corporate U.S. stockholders is generally 20% and a 3.8% Medicare tax may also apply. Dividends paid by REITs, however, generally are not eligible for the reduced rates applicable to qualified dividend income. Commencing with taxable years that began on or after January 1, 2018 and continuing through 2025, H.R. 1 temporarily reduced the effective tax rate on ordinary REIT dividends (i.e., dividends other than capital gain dividends and dividends attributable to certain qualified dividend income received by us) for U.S. holders of our common stock that are individuals, estates or trusts by permitting such holders to claim a deduction in determining their taxable income equal to 20% of any such dividends they receive. Taking into account H.R. 1’s reduction in the maximum individual federal income tax rate from 39.6% to 37%, this results in a maximum effective rate of regular income tax on ordinary REIT dividends of 29.6% through 2025 (as compared to the 20% maximum federal income tax rate applicable to qualified dividend income received from a non-REIT corporation). The more favorable rates applicable to regular corporate distributions could cause investors who are individuals to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay distributions. This could materially and adversely affect the value of the stock of REITs, including our common stock.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Internal Revenue Code substantially limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets that is clearly identified in the manner specified in the Internal Revenue Code does not constitute gross income, and is not counted for purposes of income tests that apply to us as a REIT. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of the income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRSs will generally not provide any tax benefit, except for being carried forward against future taxable income in the TRSs.

Item 1B: Unresolved Staff Comments

There are no unresolved staff comments. 22

Table of Contents Item 2: Properties

As of December 31, 2021, our portfolio consisted of 1,404 properties located in 47 states and totaling approximately 29.1 million square feet of GLA.

As of December 31, 2021, our portfolio was approximately 99.5% leased and had a weighted average remaining lease term of approximately 9.3 years. A significant majority of our properties are leased to national tenants and approximately 67.0% of our annualized base rent was derived from tenants, or parents thereof, with an investment grade credit rating. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance. In addition, our tenants are typically subject to future rent increases based on fixed amounts or increases in the consumer price index and certain leases provide for additional rent calculated as a percentage of the tenants’ gross sales above a specified level.

Tenant Diversification

The following table presents annualized base rents for all tenants that generated 1.5% or greater of our total annualized base rent as of December 31, 2021:


( in thousands)
	Annualized			% of Ann.	****
Tenant / Concept	Base Rent (1)			Base Rent	****
Walmart	$	24,479		6.6	%
Tractor Supply		14,406		3.9	%
Dollar General		14,380		3.9	%
Best Buy		13,166		3.5	%
TJX Companies		12,274		3.3	%
O'Reilly Auto Parts		11,869		3.2	%
Kroger		10,798		2.9	%
Hobby Lobby		10,595		2.8	%
Lowe's		10,543		2.8	%
Sherwin-Williams		10,290		2.8	%
CVS		9,645		2.6	%
Wawa		9,127		2.5	%
Burlington		8,974		2.4	%
Dollar Tree		7,906		2.1	%
TBC Corporation		7,893		2.1	%
Sunbelt Rentals		7,587		2.0	%
AutoZone		7,013		1.9	%
Home Depot		6,841		1.8	%
Other(2)		174,025		46.9	%
Total	$	371,811	****	100.0	%

All values are in US Dollars.

(1)	Represents annualized contractual base rent on a straight-line basis as of December 31, 2021.
(2)	Includes tenants generating less than 1.5% of annualized contractual base rent.
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Table of Contents Tenant Sector Diversification

The following table presents annualized base rents for all sectors as of December 31, 2021:


( in thousands)
	Annualized			% of Ann.	****
Tenant Sector	Base Rent (1)			Base Rent	****
Grocery Stores	$	39,070		10.5	%
Home Improvement		35,291		9.5	%
Convenience Stores		29,732		8.0	%
Tire & Auto Service		29,017		7.8	%
General Merchandise		24,144		6.5	%
Off-Price Retail		23,459		6.3	%
Auto Parts		23,009		6.2	%
Dollar Stores		21,291		5.7	%
Farm And Rural Supply		16,396		4.4	%
Pharmacy		15,326		4.1	%
Consumer Electronics		14,967		4.0	%
Crafts And Novelties		12,825		3.4	%
Warehouse Clubs		8,314		2.3	%
Equipment Rental		7,913		2.1	%
Discount Stores		7,731		2.1	%
Restaurants - Quick Service		7,386		2.0	%
Health & Fitness		7,248		2.0	%
Health Services		6,818		1.8	%
Dealerships		6,475		1.7	%
Home Furnishings		5,696		1.5	%
Restaurants - Casual Dining		4,770		1.3	%
Specialty Retail		4,495		1.2	%
Financial Services		4,019		1.1	%
Theaters		3,854		1.0	%
Sporting Goods		3,243		0.9	%
Pet Supplies		2,597		0.7	%
Entertainment Retail		2,333		0.6	%
Apparel		1,201		0.3	%
Beauty And Cosmetics		1,166		0.3	%
Shoes		1,058		0.3	%
Office Supplies		860		0.3	%
Miscellaneous		107		0.1	%
Total	$	371,811	****	100.0	%

All values are in US Dollars.

(1)	Represents annualized contractual base rent on a straight-line basis as of December 31, 2021.

Table of Contents Geographic Diversification

The following table presents annualized base rents, by state, for our portfolio as of December 31, 2021:


( in thousands)
	Annualized			% of Ann.	****
Tenant Sector	Base Rent (1)			Base Rent	****
Texas	$	26,636		7.2	%
Illinois		21,904		5.9	%
Ohio		21,584		5.8	%
Michigan		20,985		5.6	%
Florida		20,903		5.6	%
North Carolina		19,365		5.2	%
New Jersey		19,200		5.2	%
California		16,095		4.3	%
Pennsylvania		15,324		4.1	%
New York		14,124		3.8	%
Georgia		12,471		3.4	%
Virginia		10,787		2.9	%
Wisconsin		10,370		2.8	%
Connecticut		9,765		2.6	%
Other(2)		132,298		35.6	%
Total	$	371,811	****	100.0	%

All values are in US Dollars.

(1)	Represents annualized contractual base rent on a straight-line basis as of December 31, 2021.
(2)	Includes states generating less than 2.5% of annualized contractual base rent.
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Lease Expirations

The following table presents contractual lease expirations within the Company’s portfolio as of December 31, 2021, assuming that no tenants exercise renewal options:


($ and GLA in thousands)
			Annualized Base Rent (1)					Gross Leasable Area
		Number of				% of				% of	****
Year		Leases	Dollars			Total		Square Feet		Total	****
2022		13	$	1,777		0.5	%	86		0.3	%
2023		49		10,332		2.8	%	1,309		4.5	%
2024		42		13,122		3.5	%	1,560		5.4	%
2025		68		17,064		4.6	%	1,721		5.9	%
2026		104		21,061		5.7	%	2,169		7.5	%
2027		96		23,036		6.2	%	2,016		7.0	%
2028		104		26,678		7.2	%	2,306		8.0	%
2029		130		36,676		9.9	%	3,419		11.8	%
2030		220		44,712		12.0	%	3,249		11.2	%
2031		133		31,976		8.6	%	2,367		8.2	%
Thereafter		555		145,377		39.0	%	8,793		30.2	%
Total	****	1,514	$	371,811	****	100	%	28,995	****	100.0	%
(1)	Represents annualized contractual base rent on a straight-line basis as of December 31, 2021.
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Table of Contents Developments

In the fourth quarter of 2021, construction continued on the Company’s third project with Gerber Collision in New Port Richey, Florida, which is expected to be completed during the second quarter of 2022, the Company’s first development with 7-Eleven in Saginaw, Michigan and the Company’s second Gerber Collision project in Pooler, Georgia, both of which are expected to be completed during the first quarter of 2022.

During the year ended December 31, 2021, the Company had seven development or PCS projects completed or under construction. Anticipated total costs for those projects are approximately $40.0 million and include the following completed or commenced projects:


				Actual or
			Lease	Anticipated Rent	****
Tenant	Location	Lease Structure	Term	Commencement	Status
Burlington	Texarkana, TX	Build-to-Suit	11 years	Q1 2021	Complete
Grocery Outlet	Port Angeles, WA	Build-to-Suit	15 years	Q2 2021	Complete
Gerber Collision	Buford, GA	Build-to-Suit	15 years	Q2 2021	Complete
Floor & Décor	Naples, FL	Build-to-Suit	15 years	Q2 2021	Complete
7-Eleven	Saginaw, MI	Build-to-Suit	15 years	Q1 2022	Under Construction
Gerber Collision	Pooler, GA	Build-to-Suit	15 years	Q1 2022	Under Construction
Gerber Collision	New Port Richey, FL	Build-to-Suit	15 years	Q3 2022	Under Construction

Item 3: Legal Proceedings

From time to time, we are involved in legal proceedings in the ordinary course of business. We are not presently involved in any litigation nor, to our knowledge, is any other litigation threatened against us, other than routine litigation arising in the ordinary course of business, which is expected to be covered by our liability insurance and all of which collectively is not expected to have a material adverse effect on our liquidity, results of operations or business or financial condition.

Item 4: Mine Safety Disclosures

Not applicable.

PART II

Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the NYSE under the symbol “ADC.” At February 21, 2022, there were 71,285,311 shares of our common stock issued and outstanding which were held by approximately 129 stockholders of record. The number of stockholders of record does not reflect persons or entities that held their shares in nominee or “street” name. In addition, at February 21, 2022 there were 347,619 outstanding Operating Partnership Common Units held by a limited partner other than our Company. The Operating Partnership Common Units are exchangeable into shares of common stock on a one-for-one basis. 26

Table of Contents Common stock repurchases during the three months ended December 31, 2021 were:


				Total Number of	Maximum Number
				Shares Purchased	of Shares that May
				as Part of Publicly	Yet Be Purchased
	Total Number of		Average Price Paid	Announced Plans	Under the Plans
Period	Shares Purchased		Per Share	or Programs	or Programs
October 1, 2021 - October 31, 2021	—	$	—	—	—
November 1, 2021 - November 30, 2021	—		—	—	—
December 1, 2021 - December 31, 2021	88		70.46	—	—
Total	88	$	70.46	—	—

During the three months ended December 31, 2021, the Company withheld 88 shares from employees to satisfy estimated statutory income tax obligations related to vesting of restricted stock awards. The value of the common stock withheld was based on the closing price of our common stock on the applicable vesting date.

There were no unregistered sales of equity securities during the three months ended December 31, 2021.

We intend to continue to declare regular dividends, having transitioned from a quarterly dividend to a monthly dividend beginning in 2021. However, our distributions are determined by our board of directors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code and such other factors as the board of directors deems relevant. We have historically paid cash dividends, although we may choose to pay a portion in stock dividends in the future. To qualify as a REIT, we must distribute at least 90% of our REIT taxable income prior to net capital gains to our stockholders, as well as meet certain other requirements. We must pay these distributions in the taxable year the income is recognized; or in the following taxable year if they are declared during the last three months of the taxable year, payable to stockholders of record on a specified date during such period and paid during January of the following year. Such distributions are treated for REIT tax purposes as paid by us and received by our stockholders on December 31 of the year in which they are declared. In addition, at our election, a distribution for a taxable year may be declared in the following taxable year if it is declared before we timely file our tax return for such year and if paid on or before the first regular dividend payment after such declaration. These distributions qualify as dividends paid for the 90% REIT distribution test for the previous year and are taxable to holders of our capital stock in the year in which paid.

For information about our equity compensation plan, please see “Item 12 – **** Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K.

Item 6: [Reserved]

Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements, and related notes thereto, included elsewhere in this Annual Report on Form 10-K and the “Cautionary Note Regarding Forward-Looking Statements” in “Item 1A – Risk Factors” above. Also refer to “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s previously filed Annual Report on Form 10-K for the year ended December 31, 2020 for additional discussion of our financial condition and results of operations, including a comparison of our results of operations for the years ended December 31, 2020 and December 31, 2019.

Overview

Table of Contents Chairman, Richard Agree, and its common stock was listed on the NYSE in 1994. The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership, of which the Company is the sole general partner and in which the Company held 99.5% common interest as of December 31, 2021. Refer to Note 1-Organization in the Notes to the Consolidated Financial Statements in this Form 10-K for further information on the ownership structure. Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership.

As of December 31, 2021, the Company’s portfolio consisted of 1,404 properties located in 47 states and totaling approximately 29.1 million square feet of GLA. The Company’s portfolio was approximately 99.5% leased and had a weighted average remaining lease term of approximately 9.3 years. A significant majority of the Company’s properties are leased to national tenants and approximately 67.0% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings (acting through Standard & Poor’s Financial Services LLC), Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance.

The Company elected to be taxed as a REIT for federal income tax purposes commencing with the taxable year ended December 31, 1994. We believe that we have been organized and have operated in a manner that has allowed us to qualify as a REIT for federal income tax purposes and we intend to continue operating in such a manner.

COVID-19

We continue to closely monitor the impact of the novel coronavirus (“COVID-19”) pandemic on all aspects of our business and geographies, including how it is impacting our tenants and business partners. Although the duration and severity of this pandemic are still uncertain, there is reason to believe that the success of vaccination efforts in the U.S. is leading to a decline in COVID-19 cases and having a positive impact on businesses, as federal, state and local restrictions are lifted and individuals begin returning to pre-pandemic activities. However, we are still unable to predict the full impact that the COVID-19 pandemic will ultimately have on our financial condition, results of operations and cash flows due to numerous uncertainties. These uncertainties include the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak continues to rapidly evolve and, many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel. Many states and cities, including where we own properties, have development sites and where our principal place of business is located, have also reacted by instituting quarantines, restrictions on travel, “shelter in place” rules, restrictions on types of business that may continue to operate, and/or restrictions on the types of construction projects that may continue. Although many of these jurisdictions have lifted some of these restrictions, the Company cannot predict whether and to what extent the restrictions will be reinstated, whether additional states and cities will implement similar restrictions or when restrictions currently in place will expire. As a result, the COVID-19 pandemic has negatively impacted almost every industry directly or indirectly, including industries in which the Company and our tenants operate. Further, the impacts of a potential worsening of global economic conditions and the continued disruptions to, and volatility in, the credit and financial markets, consumer spending as well as other unanticipated consequences remain unknown. We cannot predict the impact that COVID-19 will have on our tenants and other business partners; however, any material effect on these parties could adversely impact us.

Refer to Note 2 – Summary of Significant Accounting Policies – Rent Concessions – COVID-19 to the consolidated financial statements within this Annual Report on Form 10-K regarding the Company’s accounting policies for rent concessions. Pursuant to the Company’s accounting elections, rental revenue continued to be recognized for tenants subject to deferral agreements, as long as such agreements did not result in a substantial increase in our rights as the lessor. Rent deferrals did not have a material impact on revenues for the year ended December 31, 2021.

The continuing impact of the COVID-19 pandemic on our rental revenue for future periods still cannot be fully determined at present. The situation surrounding the COVID-19 pandemic remains fluid, and we continue to actively manage our response in collaboration with tenants, government officials and business partners and assess potential impacts to our 28

Table of Contents financial position and operating results, as well as potential adverse developments in our business. For further information regarding the impact of COVID-19 on the Company, see Part I, Item 1A, “Risk Factors.”

Results of Operations

Overall

The Company’s real estate investment portfolio grew from approximately $3.30 billion in gross investment amount representing 1,129 properties with 22.7 million square feet of gross leasable space as of December 31, 2020 to approximately $4.37 billion in gross investment amount representing 1,404 properties with 29.1 million square feet of gross leasable space at December 31, 2021. The Company’s real estate investments were made throughout the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in rental income between periods is related to recognizing revenue in 2021 on acquisitions that were made during 2020. Similarly, the full rental income impact of acquisitions made during 2021 will not be seen until 2022.

Acquisitions

During the year ended December 31, 2021, the Company acquired 290 retail net lease assets for approximately $1.39 billion, which includes acquisition and closing costs. These properties are located in 43 states and are leased to 92 different tenants operating in 27 diverse retail sectors for a weighted average lease term of approximately 11.5 years. The underwritten weighted average capitalization rate on the Company’s 2021 acquisitions was approximately 6.2%.^1^

Dispositions

During the year ended December 31, 2021, the Company sold 18 properties for net proceeds of $56.0 million and recorded a net gain of $14.9 million. The weighted average capitalization rate on the Company’s 2021 dispositions was approximately 6.4%.^1^

Development and Partner Capital Solutions

During the year ended December 31, 2021, the Company commenced four development or PCS projects. At December 31, 2021 the Company had three development or Partner Capital Solutions projects under construction.

Comparison of Year Ended December 31, 2021 to Year Ended December 31, 2020


	Year Ended				Variance
	December 31, 2021		December 31, 2020		(in dollars)		(percentage)
Rental Income	$	339,067	$	248,309	$	90,758	37	%
Real Estate Tax Expense	$	25,513	$	21,428	$	4,085	19	%
Property Operating Expense	$	13,996	$	9,023	$	4,973	55	%
Depreciation and Amortization Expense	$	95,729	$	66,758	$	28,971	43	%

The variances in rental income, real estate tax expense, property operating expense and depreciation and amortization expense shown above were due to the acquisition and the ownership of an increased number of properties during the year ended December 31, 2021 compared to the year ended December 31, 2020, as further described under Results of Operations - Overall above.

General and administrative expenses increased $4.7 million, or 22%, to $25.5 million for the year ended December 31, 2021, compared to $20.8 million for the year ended December 31, 2020. The increase was primarily the result of increased employee headcount and increased compensation costs. General and administrative expenses for the year ended December 31, 2020 included a one-time $1.5 million extension bonus incurred in connection with an executive employment

^1^ When used within this discussion, “weighted average capitalization rate” for acquisitions and dispositions is defined by the Company as the sum of contractual fixed annual rents computed on a straight-line basis over the primary lease terms and anticipated annual net tenant recoveries, divided by the purchase and sale prices. 29

Table of Contents agreement. General and administrative expenses as a percentage of total revenue decreased to 7.5% for the year ended December 31, 2021 compared to 8.4% for the year ended December 31, 2020.

Provision for impairment decreased to $1.9 million for the year ended December 31, 2021, compared to $4.1 million for the year ended December 31, 2020. Provisions for impairment reflect the amount by which current book value exceeds estimated fair value and are not necessarily comparable period-to-period.

Interest expense increased $10.3 million, or 26%, to $50.4 million for the year ended December 31, 2021, compared to $40.1 million for the year ended December 31, 2020. The increase in interest expense was primarily a result of higher levels of borrowings in 2021 in comparison to 2020, partially offset by a reduction in interest rates on certain debt.

Gain on sale of assets increased to $14.9 million for the year ended December 31, 2021, compared to $8.0 million for the year ended December 31, 2020. Gains on sales of assets are dependent on the levels of disposition activity and the assets’ basis relative to their sales prices. As a result, such gains are not necessarily comparable period-to-period.

Income tax expense increased $1.3 million, or 121%, to $2.4 million for the year ended December 31, 2021, compared to $1.1 million for the year ended December 31, 2020. Income tax expense increased due to the acquisition and the ownership of additional properties during the year ended December 31, 2021 compared to the year ended December 31, 2020. Additionally, the Company recognized additional income tax expense of $0.5 million during the year ended December 31, 2021 relating to 2020 operations upon filing of annual tax returns in 2021.

In May 2021, the Company used the net proceeds from the offering of the 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes (see Liquidity and Capital Resources – Debt - Senior Unsecured Revolving Credit Facility and Unsecured Term Loans below) to repay all amounts outstanding under its unsecured term loans and settle the related swap agreements. The Company incurred a charge of $14.6 million upon this repayment and settlement, including swap termination costs of $13.4 million and the write-off of previously unamortized debt issuance costs of $1.2 million.

Net income increased $30.9 million, or 34%, to $122.9 million for the year ended December 31, 2021, compared to $92.0 million for the year ended December 31, 2020. The increase was primarily driven by the increased number of properties during the year ended December 31, 2021, partially offset by the repayment and settlement charge discussed above. After allocation of income to preferred stockholders, net income attributable to common stockholders increased $28.7 million, or 31% to $120.1 million for the year ended December 31, 2021, compared to $91.4 million for the year ended December 31, 2020. The allocation of income to the preferred stockholders began upon the September 2021 issuance of the Series A Preferred Stock – see Liquidity and Capital Resources - Equity below.

Liquidity and Capital Resources

The Company’s principal demands for funds include payment of operating expenses, payment of principal and interest on our outstanding indebtedness, dividends and distributions to its stockholders and holders of the units of the Operating Partnership (the “Operating Partnership Common Units”), and future property acquisitions and development.

The Company expects to meet its short-term liquidity requirements through cash provided from operations and borrowings under its revolving credit facility. As of December 31, 2021, available cash and cash equivalents, including cash held in escrow, was $45.3 million. As of December 31, 2021, the Company had $160.0 million outstanding on its revolving credit facility and $840.0 million was available for future borrowings, subject to its compliance with covenants. The Company anticipates funding its long-term capital needs through cash provided from operations, borrowings under its revolving credit facility, the issuance of debt and common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity. In December 2021, the Company amended and restated its revolving credit agreement, increasing its current and potential future borrowing capacity – see Senior Unsecured Revolving Credit Facility below.

We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, there can be no assurance that additional financing or capital will be available, or that the terms will be acceptable or advantageous to us. Our ability to access capital on favorable terms as well as to use cash from operations to continue to meet our liquidity needs, is uncertain and cannot be predicted and could be affected by various risks and uncertainties, 30

Table of Contents including, but not limited to, the effects of the COVID-19 pandemic and other risks detailed in Part I, Item 1A, “Risk Factors.” Additionally, see COVID-19 above.

The full impact of the COVID-19 pandemic on the Company’s rental revenue and, as a result, future cash from operations cannot be determined at present.

Capitalization

As of December 31, 2021, the Company’s total enterprise value was approximately $6.94 billion. Total enterprise value consisted of $5.11 billion of common equity (based on the December 31, 2021 closing price of Company common stock on the NYSE of $71.36 per share and assuming the conversion of Operating Partnership Common Units), $175 million of preferred equity (stated at liquidation value) and $1.70 billion of total debt including (i) $160.0 million of borrowings under its revolving credit facility; (ii) $1.51 billion of senior unsecured notes; (iv) $32.6 million of mortgage notes payable; less (v) cash, cash equivalents, and cash held in escrow of $45.3 million. The Company’s ratio of total debt to total enterprise value was 24.5% at December 31, 2021.

At December 31, 2021, the non-controlling interest in the Operating Partnership consisted of a 0.5% common ownership interest in the Operating Partnership. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of Company common stock on a one-for-one basis. The Company, as sole general partner of the Operating Partnership, has the option to settle exchanged Operating Partnership Common Units held by others for cash based on the current trading price of our shares. Assuming the exchange of all Operating Partnership Common Units, there would have been 71,632,930 shares of common stock outstanding at December 31, 2021.

Equity

Shelf Registration

The Company has filed with the SEC an automatic shelf registration statement on Form S-3, registering an unspecified amount of common stock, preferred stock, depositary shares, warrants and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

Common Stock Offerings

In September 2018, the Company entered into a follow-on public offering of 3,500,000 shares of common stock in connection with a forward sale agreement (the “September 2018 Forward”). The September 2018 Forward was settled in its entirety in April 2019. Upon settlement the Company issued 3,500,000 shares and received net proceeds of approximately $186.0 million, after deducting fees and expenses.

In April 2019, the Company entered into a follow-on public offering to sell an aggregate of 3,162,500 shares of common stock (the “April 2019 Forward”) which included the full exercise of the underwriters’ option to purchase an additional 412,500 shares of common stock. The April 2019 Forward was settled in its entirety on December 30, 2019. Upon settlement, the Company issued 3,162,500 shares of common stock and received net proceeds of approximately $195.8 million, after deducting fees and expenses.

In April 2020, the Company completed a follow-on public offering of 2,875,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 375,000 shares of common stock. Upon closing, the Company issued 2,875,000 shares and received net proceeds of $170.4 million, after deducting fees and expenses. Also in April 2020, the Company entered into a follow-on public offering to sell an aggregate of 6,166,666 shares of common stock in connection with a forward sale agreement (the “April 2020 Forward”). During the remainder of 2020, the 31

Table of Contents Company settled the April 2020 Forward, realizing net proceeds of approximately $354.6 million, after deducting fees and expenses.

In January 2021, the Company completed a follow-on public offering of 3,450,000 shares of common stock, which included the underwriters’ option to purchase an additional 450,000 shares of common stock. The offering resulted in net proceeds to the Company of approximately $221.4 million, after deducting fees and estimated offering expenses payable by the Company.

In June 2021, the Company completed a follow-on public offering of 4,600,000 shares of its common stock, which included the full exercise of the underwriters’ option to purchase an additional 600,000 shares of common stock. The offering resulted in net proceeds to the Company of approximately $327.0 million, after deducting fees and estimated offering expenses payable by the Company.

In December 2021, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase additional 750,000 shares, in connection with forward sale agreements. Upon settlement, the offering is anticipated to raise net proceeds of approximately $374.8 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements. As of December 31, 2021, the Company had not received any proceeds from the sale of shares of its common stock by the forward purchasers.

Preferred Stock Offering

In September 2021, the Company completed an underwritten public offering of depositary shares (the “Depositary Shares”), each representing 1/1,000th of a share of Series A Preferred Stock, which resulted in net proceeds to the Company of approximately $170.3 million, after deducting the underwriting discounts and commissions and costs payable by the Company. At the closing, the Company issued 7,000 shares of Series A Preferred Stock and 7,000,000 Depositary Shares. The Company contributed the net proceeds from the sale of the Depositary Shares to the Operating Partnership in exchange for 7,000 Series A Preferred Units corresponding to the number of shares of Series A Preferred Stock underlying the Depositary Shares.

Dividends on the Series A Preferred Shares will be payable monthly in arrears on the first day of each month (or, if not on a business day, on the next succeeding business day). The dividend rate is 4.25% per annum of the $25,000 (equivalent to $25.00 per Depositary Share) liquidation preference. The first pro-rated dividend on the Series A Preferred Stock was paid on October 1, 2021 and was in an amount equivalent to $0.04132 per Depositary Share. Subsequent dividends on the Series A Preferred Shares will be in amount of $0.08854 per Depositary Share, equivalent to $1.0625 per annum.

The Company may not redeem the Series A Preferred Shares before September 2026 except in limited circumstances to preserve its status as a real estate investment trust for federal income tax purposes and except in certain circumstances upon the occurrence of a change of control of the Company. Beginning in September 2026, the Company, at its option, may redeem the Series A Preferred Shares, in whole or from time to time in part, by paying $25.00 per Depositary Share, plus any accrued and unpaid dividends. Upon the occurrence of a change in control of the Company, if the Company does not otherwise redeem the Series A Preferred Shares, the holders have a right to convert their shares into common stock of the Company at the $25.00 per share liquidation value, plus any accrued and unpaid dividends. This conversion value is limited by a share cap if the Company’s stock price falls below a certain threshold. 32

Table of Contents ATM Programs

The Company enters into ATM programs through which the Company, from time to time, sells shares of common stock and enters into forward sale agreements. The results of ATM programs entered into during 2019 and 2020 are shown in the following table. These ATM programs have been terminated and no future issuances will occur under them.


			Net Proceeds Received
Program Year	Size ($ million)	Shares Issued	($ million)
2019	$400.0	5,172,872	$362.9
2020	$400.0	3,334,056	$209.5

In February 2021, the Company entered into a new $500 million ATM program (the “2021 ATM Program”) through which the Company, from time to time, may sell shares of common stock and/or enter into forward sale agreements. As of December 31, 2021, the Company entered into forward sale agreements to sell an aggregate of 2,125,296 shares of common stock under the 2021 ATM Program, for anticipated net proceeds of $144.4 million. The Company had not settled any shares of these forward sale agreements as of December 31, 2021. The Company is required to settle the remaining outstanding shares of common stock under the 2021 ATM Program by various dates between March and December 2022. After considering the 2,125,296 shares of common stock subject to forward sale agreements issued under the 2021 ATM Program, the Company had approximately $349.7 million of availability remaining under this program as of December 31, 2021. 33

Table of Contents

Debt

The below table summarizes the Company’s outstanding debt as of December 31, 2021 and December 31, 2020 (presented in thousands):


		All-in				Principal Amount Outstanding
Senior Unsecured Revolving Credit Facility	****	Interest Rate	****	Maturity	****	December 31, 2021		****	December 31, 2020
Revolving Credit Facility ^(1)^		0.88	%	January 2026		$	160,000		$	92,000
Total Credit Facility						$	160,000		$	92,000

Unsecured Term Loans ^(2) (3)^
2023 Term Loan		2.40	%			$	—			40,000
2024 Term Loan Facility		3.09	%				—			65,000
2024 Term Loan Facility		2.43	%				—			35,000
2026 Term Loan		4.26	%				—			100,000
Total Unsecured Term Loans						$	—		$	240,000

Senior Unsecured Notes^(3)^
2025 Senior Unsecured Notes		4.16	%	May 2025		$	50,000		$	50,000
2027 Senior Unsecured Notes		4.26	%	May 2027			50,000			50,000
2028 Senior Unsecured Public Notes ^(4)^		2.11	%	June 2028			350,000			—
2028 Senior Unsecured Notes		4.42	%	July 2028			60,000			60,000
2029 Senior Unsecured Notes		4.19	%	September 2029			100,000			100,000
2030 Senior Unsecured Notes		4.32	%	September 2030			125,000			125,000
2030 Senior Unsecured Public Notes ^(4)^		3.49	%	October 2030			350,000			350,000
2031 Senior Unsecured Notes		4.42	%	October 2031			125,000			125,000
2033 Senior Unsecured Public Notes ^(4)^		2.13	%	June 2033			300,000			—
Total Senior Unsecured Notes						$	1,510,000		$	860,000

Mortgage Notes Payable
CMBS Portfolio Loan		3.60	%	January 2023		$	23,640		$	23,640
Single Asset Mortgage Loan		5.01	%	September 2023			4,622			4,622
Portfolio Credit Tenant Lease		6.27	%	July 2026			4,372			5,172
Total Mortgage Notes Payable						$	32,635		$	33,434

Total Principal Amount Outstanding						$	1,702,635		$	1,225,434
(1)	The annual interest rate of the Revolving Credit Facility (defined below) assumes one-month LIBOR as of December 31, 2021 of 0.11%.
---	---
(2)	The Unsecured Term Loans were repaid in May 2021.
---	---
(3)	Interest rate includes the effects of variable interest rates that have been swapped to fixed interest rates.
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(4)	The principal amount outstanding for the 2028 Senior Unsecured Public Notes, the 2030 Senior Unsecured Public Notes, and the 2033 Senior Unsecured Public Notes are presented excluding their original issue discounts.
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Senior Unsecured Revolving Credit Facility

In December 2019, the Company entered into a Second Amended and Restated Revolving Credit and Term Loan Agreement. This agreement provided for a $500 million unsecured revolving credit facility. It also provided for a $65 million unsecured term loan facility and a $35 million unsecured term loan facility. All amounts outstanding under these unsecured term loan facilities were repaid in May 2021 (see Unsecured Term Loan Facilities below) and cannot be reborrowed against.

Table of Contents includes an accordion option that allows the Company to request additional lender commitments up to a total of $1.75 billion. The Revolving Credit Facility will mature in January 2026 with Company options to extend the maturity date to January 2027.

The Revolving Credit Facility's interest rate is based on a pricing grid with a range of 72.5 to 140 basis points over LIBOR, determined by the Company's credit ratings. The margins for the Revolving Credit Facility are subject to improvement based on the Company's leverage ratio, provided its credit ratings meet a certain threshold. Based on the Company's credit ratings and leverage ratio at the time of closing, pricing on the Revolving Credit Facility was 77.5 basis points over LIBOR. In connection with the Company's ongoing environmental, social and governance ("ESG") initiatives, pricing may be reduced if specific ESG ratings are achieved.

The Company and Richard Agree, the Executive Chairman of the Company, are parties to a Reimbursement Agreement dated November 18, 2014 (the “Reimbursement Agreement”). Pursuant to the Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for any loss incurred under the Revolving Credit Facility in an amount not to exceed $14.0 million to the extent that the value of the Operating Partnership’s assets available to satisfy the Operating Partnership’s obligations under the Revolving Credit Facility is less than $14.0 million.

Unsecured Term Loan Facilities

Prior to May 2021, the Company had a $40 million unsecured term loan facility that matures July 2023 (the “2023 Term Loan”), $100 million in unsecured term loan facilities maturing in January 2024 (the “2024 Term Loan Facilities”) and a $100 million unsecured term loan facility maturing in January 2026 (the “2026 Term Loan”). The 2023 Term Loan, the 2024 Term Loans and 2026 Term Loan all bore interest based on LIBOR plus a credit spread and were subject to interest rate swap agreements.

In May 2021, the Company used the net proceeds from the offering of the 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes (see Senior Unsecured Notes below) to repay all amounts outstanding under its unsecured term loans and settle the related swap agreements. The Company incurred a charge of $14.6 million upon this repayment and settlement, including swap termination costs of $13.4 million and the write-off of previously unamortized debt issuance costs of $1.2 million.

Prior to the repayments of the 2023 Term Loan, the 2024 Term Loan Facilities and the 2026 Term Loan, these loans were subject to all-in interest rates of 2.40%, 2.86% and 4.26%, respectively, including the effects of related swap agreements.

Senior Unsecured Notes

In May 2015, the Company and the Operating Partnership completed a private placement of $100 million principal amount of senior unsecured notes. The senior unsecured notes were sold in two series; $50 million of 4.16% notes due May 2025 (the “2025 Senior Unsecured Notes”) and $50 million of 4.26% notes due May 2027 (the “2027 Senior Unsecured Notes”).

In July 2016, the Company and the Operating Partnership completed a private placement of $60 million aggregate principal amount of 4.42% senior unsecured notes due July 2028 (the “2028 Senior Unsecured Notes”).

In September 2017, the Company and the Operating Partnership completed a private placement of $100 million aggregate principal amount of 4.19% senior unsecured notes due September 2029 (the “2029 Senior Unsecured Notes”).

In September 2018, the Company and the Operating Partnership entered into two supplements to uncommitted master note facilities previously entered into with institutional purchasers. Pursuant to the supplements, the Operating Partnership completed a private placement of $125 million aggregate principal amount of 4.32% senior unsecured notes due September 2030 (the “2030 Senior Unsecured Notes”).

Table of Contents The Company terminated the swap agreements at the time of pricing the 2031 Senior Unsecured Notes, which resulted in an effective annual fixed rate of 4.41% for $100 million aggregate principal amount of the 2031 Senior Unsecured Notes. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $125 million aggregate principal amount of 2031 Senior Unsecured Notes is 4.42%.

All of the senior unsecured notes described in the preceding paragraphs were sold to only institutional investors in private placements pursuant to Section 4(a)(2) of the Securities Act.

In August 2020, the Operating Partnership completed an underwritten public offering of $350 million in aggregate principal amount of 2.900% Senior Unsecured Public Notes due 2030 (the “2030 Senior Unsecured Public Notes”). The 2030 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. The terms of the 2030 Senior Unsecured Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and U.S. Bank National Association, as trustee (as amended and supplemented by an officer’s certificate dated August 17, 2020, the “Indenture”). The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. The Company terminated related swap agreements of $200.0 million that hedged the 2030 Senior Unsecured Public Notes, paying $23.4 million upon termination. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $350 million aggregate principal amount of 2031 Senior Unsecured Notes is 3.49%.

In May 2021, the Operating Partnership completed an underwritten public offering of $350 million aggregate principal amount of its 2.000% Notes due 2028 (the “2028 Senior Unsecured Public Notes”) and $300 million in aggregate principal amount of 2.600% Notes due 2033 (the “2033 Senior Unsecured Public Notes”). The 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. The terms of the 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and U.S. Bank National Association, as trustee (as amended and supplemented by an officer’s certificate dated May 14, 2021, the “Indenture”). The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. The Company terminated related swap agreements of $300 million that hedged the 2033 Senior Unsecured Public Notes, receiving $16.7 million upon termination. Considering the effect of the terminated swap agreements, the blended all-in rates to the Company for the $350 million aggregate principal amount of the 2028 Senior Unsecured Public Notes and the $300 million aggregate principal amount of the 2033 Senior Unsecured Public Notes are 2.11% and 2.13%, respectively.

Mortgage Notes Payable

As of December 31, 2021, the Company had total gross mortgage indebtedness of $32.6 million which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $38.9 million. Including mortgages that have been swapped to a fixed interest rate, the weighted average interest rate on the Company’s mortgage notes payable was 4.16% as of December 31, 2021 and 4.21% as of December 31, 2020.

The Company has entered into mortgage loans which are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that the Company defaults under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.

Loan Covenants

Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio. As of December 31, 2021, 36

Table of Contents the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its material loan covenants and obligations as of December 31, 2021.

Cash Flows

Operating -- Most of the Company’s cash from operations is generated by rental income from its investment portfolio. Net cash provided by operating activities for the year ended December 31, 2021 increased by $103.4 million over 2020, primarily due to the increase in the size of the Company’s real estate investment portfolio, as well as in increase in cash received upon settlement of outstanding interest rate swap agreements.

Investing -- Net cash used in investing activities was $86.8 million higher during the year ended December 31, 2021, compared to 2020. Acquisitions of properties during 2021 were $74.0 million higher than 2020, due to overall increases in the level of acquisition activity. Development costs during the year ended December 31, 2021 were $21.8 million higher than 2020, due to the timing of costs incurred related to the Company’s development activity. Proceeds from asset sales increased by $8.3 million during the year ended December 31, 2021 compared to 2020. Proceeds from asset sales are dependent on levels of disposition activity and the specific assets sold. Proceeds from asset sales are not necessarily comparable period-to-period.

Financing -- Net cash provided by financing activities was $54.9 million higher during the year ended December 31, 2021, compared to 2020. Net proceeds from the issuance of common stock and preferred stock increased by $19.0 million during the year ended December 31, 2021 compared to 2020, primarily to fund the increased level of acquisitions occurring in 2021. Net proceeds from the issuance of senior unsecured notes increased by $290.9 million during the year ended December 31, 2021, compared to 2020, also to fund the increased level of acquisitions occurring in 2021 as well as to pay off $240.0 million in unsecured term loans. Increases in equity and debt issuances also included an increase in net borrowings on the Revolving Credit Facility of $65.0 million during the year ended December 31, 2021 compared to 2020. The Company increased its total dividends and distributions paid to its stockholders and non-controlling owners by $79.9 million during 2021 compared to 2020. The Company’s annualized common dividend during the fourth quarter of 2021 is $2.72 per common share, a 9.7% increase over the annualized $2.48 per common share declared in the fourth quarter of 2020. 37

Table of Contents Material Cash Requirements

In conducting our business, the Company enters into contractual obligations, including those for debt and operating leases for land. Detail of these obligations as of December 31, 2021, including expected settlement periods, is contained below (presented in thousands):


		Payments due by period

		2022		****	2023		****	2024		****	2025		****	2026		****	Thereafter		****	Total
Mortgage Notes Payable		$	850		$	29,167		$	963		$	1,026		$	629		$	—		$	32,635
Revolving Credit Facility ^(1)^			—			—			—			—			160,000			—			160,000
Senior Unsecured Notes			—			—			—			50,000			—			1,460,000			1,510,000
Land Lease Obligations			1,533			1,533			7,449			1,197			1,195			29,850			42,757
Estimated Interest Payments on Outstanding Debt ^(2)^			52,282			51,376			51,088			49,986			40,410			206,748			451,890
Total		$	54,665		$	82,076		$	59,500		$	102,209		$	202,234		$	1,696,598		$	2,197,282
(1)	The balloon payment balance includes the balance outstanding under the Revolving Credit Facility as of December 31, 2021. The Revolving Credit Facility matures in January 2026, with options to extend the maturity to extend its maturity date by six months up to two times, for a maximum maturity of January 2027.
---	---
(2)	Estimated interest payments are based on (i) the stated rates for mortgage notes payable, including the effect of interest rate swap agreements and (ii) the stated rates for senior unsecured notes, including the effect of interest rate swap agreements.
---	---

In addition to items reflected in the table above, the Company has issued preferred stock with cumulative cash dividends, as described under Equity – Preferred Stock Offering above.

During the year ended December 31, 2021 the Company had seven development or Partner Capital Solutions projects completed or under construction, for which three remain under construction as of December 31, 2021. Anticipated total costs for the seven projects are approximately $40.0 million. These construction commitments will be funded using cash provided from operations, current capital resources on hand, and/or other sources of funding available to the Company.

The Company’s recurring obligations under its tenant leases for maintenance, taxes, and/or insurance will also be funded

through the sources available to the Company described earlier.

Dividends

During the fourth quarter of 2021 the Company declared monthly dividends of $0.227 per common share for October, November, and December 2021. The holder of the Operating Partnership Common Units is entitled to an equal distribution per Operating Partnership Common Unit held. The dividends and distributions payable for October and November were paid during the quarter. The December dividends and distributions were paid on January 14, 2022.

During the fourth quarter of 2021, the Company declared a monthly dividend on the Series A Preferred Shares for October, November, and December 2021 in the amount of $0.08854 per Depositary Share. The December dividend was paid on January 3, 2022.

Recent Accounting Pronouncements

Refer to “Note 2 – Summary of Significant Accounting Policies” in the consolidated financial statements for a summary and anticipated impact of each accounting pronouncement on the Company’s financial statements. 38

Table of Contents Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company’s management to use judgement in the application of accounting policies, including making estimates and assumptions. Management bases estimates on the best information available at the time, its experience and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. If management’s judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting principles would have been applied, resulting in different presentations of the consolidated financial statements. From time-to-time, the Company may re-evaluate its estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A summary of the Company’s critical accounting policies is included below. This summary should be read in conjunction with the more complete discussion of our accounting policies and procedures included in Note 2 to our consolidated financial statements.

Accounting for Acquisitions of Real Estate

The acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price to land, building and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. In making estimates of fair values, the Company may use various sources, including data provided by independent third parties, as well as information obtained by the Company as a result of due diligence, including expected future cash flows of the property and various characteristics of the markets where the property is located. Certain estimates, including those around market land values, building replacement values, and market rental rates, are inherently subjective. While estimates of market land values and market rental rates are based on available market data, each land parcel and building are unique, and significant judgment may be required in developing the assumptions. The use of different assumptions in the allocation of the purchase price of the acquired properties could affect the timing of recognition of the related revenue and expenses.

Impairments

We review our real estate investments for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable through operations plus estimated disposition proceeds. Events or circumstances that may occur include, but are not limited to, significant changes in real estate market conditions, estimated residual values, or our ability or expectation to re-lease or sell properties that are vacant or become vacant. Management determines whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the real estate, with the carrying cost of the individual asset. An asset is considered impaired if its carrying value exceeds its estimated undiscounted cash flows and an impairment charge is recorded in the amount by which the carrying value of the asset exceeds its estimated fair value.

The valuation of impaired assets is determined using valuation techniques including discounted cash flow analysis, analysis of recent comparable sales transactions and purchase offers received from third parties. The Company may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.

The expected cash flows of a property are dependent on estimates and other factors subject to change, including (1) changes in the national, regional, and/or local economic climates and/or market conditions, (2) competition from other retail, (3) increases in operating costs, (4) bankruptcy and/or other changes in a tenant’s condition and (5) expected holding period. These factors could cause our expected future cash flows from a property to change, and, as a result, an impairment could be considered to have occurred. Determination of the fair value of a property for purposes of measuring impairment involves significant judgment. 39

Table of Contents Non-GAAP Financial Measures

Funds from Operations (“FFO” or “Nareit FFO”)

FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“Nareit”) to mean net income computed in accordance with GAAP, excluding gains (or losses) from sales of real estate assets and/or changes in control, plus real estate related depreciation and amortization and any impairment charges on depreciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operation.

FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, while the Company adheres to the Nareit definition of FFO, its presentation of FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.

Core Funds from Operations (“Core FFO”)

The Company defines Core FFO as Nareit FFO with the addback of (i) noncash amortization of above- and below- market lease intangibles and (ii) certain infrequently occurring items that reduce or increase net income in accordance with GAAP. Under Nareit’s definition of FFO, lease intangibles created upon acquisition of a net lease must be amortized over the remaining term of the lease. The Company believes that by recognizing amortization charges for above- and below-market lease intangibles, the utility of FFO as a financial performance measure can be diminished. Management believes that its measure of Core FFO facilitates useful comparison of performance to its peers who predominantly transact in sale-leaseback transactions and are thereby not required by GAAP to allocate purchase price to lease intangibles. Unlike many of its peers, the Company has acquired the substantial majority of its net-leased properties through acquisitions of properties from third parties or in connection with the acquisitions of ground leases from third parties.

Core FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, the Company’s presentation of Core FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.

Adjusted Funds from Operations (“AFFO”)

AFFO is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. AFFO further adjusts FFO and Core FFO for certain non-cash items that reduce or increase net income computed in accordance with GAAP. Management considers AFFO a useful supplemental measure of the Company’s performance, however, AFFO should not be considered an alternative to net income as an indication of its performance, or to cash flow as a measure of liquidity or ability to make distributions. The Company’s computation of AFFO may differ from the methodology for calculating AFFO used by other equity REITs, and therefore may not be comparable to such other REITs. 40

Table of Contents The following table provides a reconciliation of net income to FFO, Core FFO, and AFFO for the years ended December 31, 2021, 2020, and 2019:


			Year Ended
	****	****	December 31, 2021		****	December 31, 2020		****	December 31, 2019
Reconciliation from Net Income to Funds from Operations
Net income			$	122,876		$	91,972		$	80,763
Less Series A preferred stock dividends				2,148			—			—
Net income attributable to Operating Partnership common unitholders				120,728			91,972			80,763
Depreciation of rental real estate assets				66,732			48,367			34,349
Amortization of lease intangibles - in-place leases and leasing costs				28,379			17,882			11,071
Provision for impairment				1,919			4,137			1,609
(Gain) loss on sale or involuntary conversion of assets, net				(15,111)			(8,004)			(13,306)
Funds from Operations - Operating Partnership common unitholders			$	202,647		$	154,354		$	114,486

Loss on extinguishment of debt and settlement of related hedges				14,614			—			—
Amortization of above (below) market lease intangibles, net				24,284			15,885			13,501
Core Funds from Operations - Operating Partnership common unitholders			$	241,545		$	170,239		$	127,987

Straight-line accrued rent				(11,857)			(7,818)			(7,093)
Deferred tax expense (benefit)				—			—			(475)
Stock based compensation expense				5,467			4,995			4,106
Amortization of financing costs				1,197			826			706
Non-real estate depreciation				618			509			283
Adjusted Funds from Operations - Operating Partnership common unitholders			$	236,970		$	168,751		$	125,514

Funds from Operations per common share and partnership unit - diluted			$	3.00		$	2.93		$	2.75
Core Funds from Operations per common share and partnership unit - diluted			$	3.58		$	3.23		$	3.08
Adjusted Funds from Operations per common share and partnership unit - diluted			$	3.51		$	3.20		$	3.02

Weighted average shares and Operating Partnership common units outstanding
Basic				67,149,861			52,185,838			40,924,965
Diluted				67,486,698			52,744,353			41,571,233

Additional supplemental disclosure
Scheduled principal repayments			$	799		$	907		$	2,401
Capitalized interest			$	249		$	172		$	410
Capitalized building improvements			$	5,821		$	5,581		$	2,451

Table of Contents Item 7A: Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to interest rate risk primarily through borrowing activities. There is inherent roll-over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and our future financing requirements.

The Company’s interest rate risk is monitored using a variety of techniques. The table below presents the principal payments (presented in thousands) and the weighted average interest rates on outstanding debt, by year of expected maturity, to evaluate the expected cash flows and sensitivity to interest rate changes. Average interest rates shown reflect the impact of the swap agreements described later in this section.


	****			****
		2022		****	2023		****	2024		****	2025		****	2026		****	Thereafter		****	Total
Mortgage Notes Payable		$	850		$	29,167		$	963		$	1,026		$	629		$	—		$	32,635
Average Interest Rate			6.27	%		3.91	%		6.27	%		6.27	%		6.27	%

Revolving Credit Facility ^(1)^		$	—		$	—		$	—		$	—		$	160,000		$	—		$	160,000
Average Interest Rate															1.84	%

Senior Unsecured Notes		$	—		$	—		$	—		$	50,000		$	—		$	1,460,000		$	1,510,000
Average Interest Rate												4.16	%					3.15	%
(1)	The balloon payment balance includes the balance outstanding under the Revolving Credit Facility as of December 31, 2021. The Revolving Credit Facility matures in January 2026, with options to extend the maturity to extend its maturity date by six months up to two times, for a maximum maturity of January 2027.
---	---

The fair value is estimated at $33.9 million for the mortgage notes payable and $1.57 billion for the senior unsecured notes as of December 31, 2021. The fair value of the Revolving Credit Facility approximates its book value as its variable rate debt.

The table above incorporates those exposures that exist as of December 31, 2021; it does not consider those exposures or positions which could arise after that date. As a result, the Company’s ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates.

The Company seeks to limit the impact of interest rate changes on earnings and cash flows and to lower the overall borrowing costs by closely monitoring our variable rate debt and converting such debt to fixed rates when the Company deems such conversion advantageous. From time to time, the Company may enter into interest rate swap agreements or other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates, they also expose the Company to the risks that the other parties to the agreements will not perform. The Company could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly effective cash flow hedges under GAAP guidance.

In May 2021 and July 2021, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $300 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending December 2022. As of December 31, 2021, these interest rate swaps were valued as a liability of approximately $1.5 million.

The Company does not use derivative instruments for trading or other speculative purposes, and the Company did not have any other derivative instruments or hedging activities as of December 31, 2021.

Refer to the section “Risks Related to Our Debt Financings” under Item 1A “Risk Factors” in this Annual Report for discussion of the future transition from LIBOR and the possible impact it may have on the Company’s debt, swap agreements, and interest payments. 42

Table of Contents Item 8: Financial Statements and Supplementary Data

The financial statements and supplementary data are listed in the Index to the Financial Statements and Financial Statement Schedules appearing on Page F-1 of this Annual Report on Form 10-K and are included in this Annual Report on Form 10-K following page F-1.

Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A: Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that its disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a15-(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

1)	Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company;
2)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
---	---
3)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
---	---

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision of our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, our management believes that we maintained effective internal control over financial reporting as of December 31, 2021.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 43

Table of Contents

Attestation Report of Independent Registered Public Accounting Firm

The attestation report issued by our independent registered public accounting firm, Grant Thornton LLP, required under this item is contained on page F-2 of this Annual Report on Form 10-K.

Item 9B: Other Information

None.

Item 9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Table of Contents PART III

Item 10: Directors, Executive Officers and Corporate Governance

The information required by this item is set forth under the following captions in our proxy statement to be filed with respect to our 2022 Annual Meeting of Stockholders (the “Proxy Statement”), all of which is incorporated by reference: “Proposal I – Election of Directors”; “Board Matters –The Board of Directors”; “Board Matters –Committees of the Board”; “Board Matters –Corporate Governance”; “Executive Officers”; “Additional Information – Delinquent Section 16(a) Reports”; and “Additional Information – Proposals for 2022 Annual Meeting.”

Item 11: Executive Compensation

The information required by this item is set forth under the following captions in our Proxy Statement, all of which is incorporated herein by reference: “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Board Matters – Director Compensation,” “Board Matters – Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report.”

Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table summarizes the equity compensation plan under which our common stock may be issued as of December 31, 2021.


	****		****		****	Number of Securities
						Remaining Available for
		Number of Securities to				Future Issuance Under
		be Issued Upon		Weighted Average		Equity Compensation
		Exercise of Outstanding		Exercise Price of		Plans (Excluding
		Options, Warrants and		Outstanding Options,		Securities Reflected in
		Rights		Warrant and Rights		Column (a))
Plan Category		(a)		(b)		(c)
Equity Compensation Plans Approved by Security Holders		—		—		488,069	^(1)^
Equity Compensation Plans Not Approved by Security Holders		—		—		—
Total		—		—		488,069
(1)	Relates to various stock-based awards available for issuance under the Agree Realty Corporation 2020 Omnibus Incentive Plan, including incentive stock options, non-qualified stock options, stock appreciation rights, deferred stock awards, restricted stock awards, performance shares and units, unrestricted stock awards and dividend equivalent rights.
---	---

Additional information required by this item is set forth under the following caption in our Proxy Statement, all of which is incorporated herein by reference: “Security Ownership of Certain Beneficial Owners and Management.”

Item 13: Certain Relationships and Related Transactions, and Director Independence

The information required by this item is set forth under the following captions in our Proxy Statement, all of which is incorporated herein by reference: “Related Person Transactions” and “Board Matters –The Board of Directors.”

Item 14: Principal Accounting Fees and Services

The information required by this item is set forth under the following caption in our Proxy Statement, all of which is incorporated herein by reference: “Audit Committee Matters.” 45

Table of Contents

PART IV

ITEM 15: Exhibits and Financial Statement Schedules


15(a)(1).		The following documents are filed as a part of this Annual Report on Form 10-K:
		● Reports of Independent Registered Public Accounting Firm
		● Consolidated Balance Sheets as of December 31, 2021 and 2020
		● Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2021, 2020, and 2019
		● Consolidated Statement of Equity for the Years Ended December 31, 2021, 2020, and 2019
		● Consolidated Statements of Cash Flow for the Years Ended December 31, 2021, 2020, and 2019
		● Notes to the Consolidated Financial Statements

15(a)(2).		The following is a list of the financial statement schedules required by Item 8:
		Schedule III – Real Estate and Accumulated Depreciation

15(a)(3).		Exhibits

Exhibit No.		Description
3.1		Articles of Incorporation of the Company, including all amendments and articles supplementary thereto (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
3.2		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 9, 2013).
3.3		Amendment to the Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 6, 2015).
3.4		Amendment to Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 3, 2016).

3.5		Articles Supplementary of the Company, dated February 26, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 28, 2019).

3.6		First Amendment to Amended and Restated Bylaws of Agree Realty Corporation, effective February 26, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 28, 2019).

3.7		Articles of Amendment of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 25, 2019).

3.8		Amendment to Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 10, 2021).

3.9		Articles Supplementary of the Company, dated September 13, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 13, 2021).

4.1		Amended and Restated Registration Rights Agreement, dated July 8, 1994 by and among the Company, Richard Agree, Edward Rosenberg and Joel Weiner (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994).

Table of Contents		Form of certificate representing shares of common stock (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 filed on August 24, 2009).
4.3	Form of 4.32% Senior Guaranteed Note, Series 2018-A, due September 26, 2030 (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).
4.4	Form of 4.32% Senior Guaranteed Note, Series 2018-B, due September 26, 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).

4.5*	Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
4.6	Indenture, dated as of August 17, 2020, among the Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 17, 2020).

4.7	Indenture Officer’s Certificate, dated as of August 17, 2020, among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020).

4.8	Form of Global Note for 2.900% Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020).

4.9	Form of Guarantee by and among Agree Limited Partnership, the Guarantors named therein and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020).

4.10	Indenture Officer’s Certificate, dated as of May 14, 2021, among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).

4.11	Form of Global Note for 2.000% Notes due 2028 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).

4.12	Form of Global Note for 2.600% Notes due 2033 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).

4.13	Form of 2028 Guarantee by and among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).

4.14	Form of 2033 Guarantee by and among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).

4.15	Master Deposit Agreement, by and among Agree Realty Corporation, Computershare Inc. and Computershare Trust Company, N.A., as depositary, and the holders from time to time of the depositary receipts described therein relating to shares of preferred stock of the Company, dated as of September 17, 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on September 17, 2021).
		47

Table of Contents		Note Purchase Agreement, dated as of August 3, 2017, among Agree Limited Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).
10.2	Uncommitted Master Note Facility, dated as of August 3, 2017, among Agree Limited Partnership, the Company and Teachers Insurance and Annuity Associate of America (“TIAA”) and each TIAA Affiliate (as defined therein) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).
10.3	Uncommitted Master Note Facility, dated as of August 3, 2017, among Agree Limited Partnership, the Company and Teachers Insurance and AIG Asset Management (U.S.), LLC (“AIG”) and each AIG Affiliate (as defined therein) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).
10.4+	Amended Employment Agreement, dated July 1, 2014, by and between the Company and Richard Agree (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
10.5+	Amended Employment Agreement, dated July 1, 2014, by and between the Company and Joey Agree (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
10.6*	Summary of Director Compensation.
10.7+	Agree Realty Corporation 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014).
10.8+	Form of Restricted Stock Agreement under the Agree Realty Corporation 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
10.9+	Form of Performance Share Award Agreement pursuant to the Agree Realty Corporation 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).
10.10+	Agree Realty Corporation 2017 Executive Incentive Plan, dated February 16, 2017 (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).
10.11	Note Purchase Agreement dated as of May 28, 2015 by and among Agree Limited Partnership, the Company and the purchasers thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 1, 2015).
10.12	Note Purchase Agreement, dated as of July 28, 2016, by and among Agree Limited Partnership, the Company and the purchasers thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).

10.13	Form of Revolving Note (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 23, 2018).

10.14	First Supplement to Uncommitted Master Note Facility, dated as of September 26, 2018, among Agree Limited Partnership, Agree Realty Corporation and Teachers Insurance and Annuity Association of America (“TIAA”) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).	48

Table of Contents
10.15	First Supplement to Uncommitted Master Note Facility, dated as of September 26, 2018, among Agree Limited Partnership, Agree Realty Corporation, AIG Asset Management (U.S.), LLC and the institutional investors named therein (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).

10.16	Reimbursement Agreement, dated as of November 18, 2014, by and between the Company and Richard Agree (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018).

10.17+	Form of Performance Unit Award Notice (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).

10.18	Note Purchase Agreement, dated as of June 14, 2019, among Agree Limited Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

10.19+	Summary of Material Terms of Compensation Arrangement with Danielle M. Spehar (effective December 7, 2019). (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020).

10.21+	Agree Realty Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 23, 2020).

10.22+	Form of Restricted Stock Agreement under the Agree Realty Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on July 20, 2020).

10.23+	Form of Performance Unit Agreement under the Agree Realty Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on July 20, 2020).

10.24+	Employment Agreement, dated October 9, 2020, by and between Agree Realty Corporation and Joel Agree (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 15, 2020).

10.25+	Employment Agreement dated June 18, 2020, between Agree Realty Corporation and Craig Erlich (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 19, 2020).

10.26+	Addendum to Employment Agreement dated August 19, 2020, between Agree Realty Corporation and Craig Erlich (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on October 19, 2020).

10.27+	Employment Agreement, dated as of February 22, 2021, between Agree Realty Corporation and Simon Leopold (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2021).

10.28	Second Amended and Restated Agreement of Limited Partnership of Agree Limited Partnership, dated as of September 17, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 17, 2021).

10.29	Third Amended and Restated Credit Agreement, dated as of December 15, 2021, by and among Agree Realty Corporation, Agree Limited Partnership, PNC Bank, National Association as Administrative Agent, and a	49

Table of Contents

		syndicate of lenders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 16, 2021).

10.30+*		Employment Agreement, dated December 7, 2021, between Agree Realty Corporation and Peter Coughenour.

10.31+*		Form of Restricted Stock Notice (Non-Employee Directors) under the Agree Realty Corporation 2020 Omnibus Incentive Plan.

21*		Subsidiaries of Agree Realty Corporation.

22*		Subsidiary Guarantors of Agree Realty Corporation.
23.1*		Consent of Grant Thornton LLP.
24*		Power of Attorney (included on the signature page of this Annual Report on Form 10-K).
31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Joel N. Agree, Chief Executive Officer.
31.2*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Peter Coughenour, Chief Financial Officer.
32.1*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Joel N. Agree, Chief Executive Officer.
32.2*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Peter Coughenour, Chief Financial Officer.
101*		The following materials from Agree Realty Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to these consolidated financial statements, tagged as blocks of text.

104*		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

* Filed herewith.

+ Management contract or compensatory plan or arrangement.

15(b) The Exhibits listed in Item 15(a)(3) are hereby filed with this Annual Report on Form 10-K.

15(c) The financial statement schedule listed at Item 15(a)(2) is hereby filed with this Annual Report on Form 10-K.

Item 16: Form 10-K Summary

None.

Table of Contents


	Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248)	F-2

Financial Statements

Consolidated Balance Sheets	F-5
Consolidated Statements of Operations and Comprehensive Income	F-7
Consolidated Statements of Equity	F-8
Consolidated Statements of Cash Flows	F-9

Notes to Consolidated Financial Statements	F-10

Schedule III - Real Estate and Accumulated Depreciation	F-39

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Agree Realty Corporation

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Agree Realty Corporation (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2021, and our report dated February 22, 2022 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

February 22, 2022 F-2

Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Agree Realty Corporation

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Agree Realty Corporation (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 22, 2022 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Fair value measurements used in the purchase price allocation of real estate acquisitions

As described further in Notes 2 and 4 to the consolidated financial statements, the acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price primarily to land, buildings and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. During 2021, the Company purchased 290 retail net lease assets for approximately $1.39 billion. We identified the fair value measurements used in the purchase price allocation of real estate acquisitions as a critical audit matter.

The principal consideration for our determination that the fair value measurements used in the purchase price allocation of real estate acquisitions are a critical audit matter is that auditing management’s determination of fair value is F-3

Table of Contents challenging due to the high degree of auditor judgment necessary in evaluating certain assumptions made by management. Those significant assumptions include market land value and market rent.

Our audit procedures related to the fair value measurements used in the purchase price allocation of real estate acquisitions included the following, among others. We obtained an understanding and tested the design and operating effectiveness of relevant controls to allocate the purchase price of real estate acquisitions, including controls over the selection and review of inputs and assumptions used to estimate fair value. For a selection of real estate acquisitions, our real estate valuation professionals evaluated the reasonableness of key inputs and assumptions used to determine fair value by comparing the Company’s market land and market rent values to independently developed ranges using relevant market data derived from industry transaction databases and published industry reports. For a selection of real estate acquisitions and a selection of leases, we compared the Company’s market land and market rent values to independently developed ranges for reasonableness and to consider if management bias was present. Our procedures included performing sensitivity analyses over these significant assumptions.

Impairment of real estate investments

As of December 31, 2021, the Company’s net real estate investments totaled $4.37 billion. During 2021, the Company recognized real estate impairment charges of $1.9 million. As described in Notes 2 and 4 to the consolidated financial statements, the Company reviews its real estate investments and related lease intangibles for possible impairment when certain events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable through operations plus estimated disposition proceeds. Events or changes in circumstances that may occur include, but are not limited to, significant changes in real estate market conditions, estimated residual values, and an expectation to sell assets before the end of the previously estimated life. Management determines whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the real estate, with the carrying cost of the individual asset. We identified impairment of real estate investments as a critical audit matter.

The principal consideration for our determination that impairment of real estate investments is a critical audit matter is that auditing management’s assessment of impairment is challenging due to the high degree of auditor judgment necessary in evaluating management’s indicators of possible impairment and the key inputs and assumptions used in forecasting undiscounted future cash flows for cost recoverability.

Our audit procedures related to impairment of real estate investments included the following, among others. We obtained an understanding and tested the design and operating effectiveness of relevant controls over the evaluation of possible impairments of real estate investments, such as internal controls over the Company’s monitoring of the real estate investment portfolio, and the Company’s assessments of recoverability. We evaluated the completeness of the population of real estate investments with indicators of impairment requiring further analysis. We evaluated the reasonableness of the methods and significant inputs and assumptions used in the undiscounted cash flow analyses including the probability of outcomes, estimated holding periods, and potential disposal proceeds to be received upon a sale. We evaluated these inputs and assumptions by comparing them to a combination of observable market data and historical performance of the identified real estate investments, which involved the use of our real estate valuation specialists. Our assessment included sensitivity analyses over these significant assumptions, and we considered whether such assumptions were consistent with evidence obtained in other areas of the audit.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2013.

Philadelphia, Pennsylvania

February 22, 2022.

F-4

Table of Contents AGREE REALTY CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per-share data)


	December 31,		****	December 31,
	2021			2020
ASSETS
Real Estate Investments
Land	$	1,559,434		$	1,094,550
Buildings		3,034,391			2,371,553
Less accumulated depreciation		(233,862)			(172,577)
		4,359,963			3,293,526
Property under development		7,148			10,653
Net Real Estate Investments		4,367,111			3,304,179

Real Estate Held for Sale, net		5,676			1,199

Cash and Cash Equivalents		43,252			6,137

Cash Held in Escrows		1,998			1,818

Accounts Receivable - Tenants, net		53,442			37,808

Lease Intangibles, net of accumulated amortization of
$180,532 and $125,995 at December 31, 2021 and December 31, 2020, respectively		672,020			473,592

Other Assets, net		83,407			61,450

Total Assets	$	5,226,906		$	3,886,183

See accompanying notes to consolidated financial statements.

F-5

Table of Contents AGREE REALTY CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per-share data)


	December 31,		December 31,
	2021		2020
LIABILITIES
Mortgage Notes Payable, net	$	32,429	$	33,122

Unsecured Term Loans, net		—		237,849

Senior Unsecured Notes, net		1,495,200		855,328

Unsecured Revolving Credit Facility		160,000		92,000

Dividends and Distributions Payable		16,881		34,545

Accounts Payable, Accrued Expenses, and Other Liabilities		70,005		71,390

Lease Intangibles, net of accumulated amortization of
$29,726 and $24,651 at December 31, 2021 and December 31, 2020, respectively		33,075		35,700

Total Liabilities		1,807,590		1,359,934

EQUITY
Preferred Stock, $.0001 par value per share, 4,000,000 shares authorized,
7,000 shares Series A outstanding, at stated liquidation value of $25,000 per share, at December 31, 2021, no shares issued and outstanding at December 31, 2020		175,000		—
Common stock, $.0001 par value, 180,000,000 and 90,000,000 shares
authorized, 71,285,311 and 60,021,483 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively		7		6
Additional paid-in-capital		3,395,549		2,652,090
Dividends in excess of net income		(147,366)		(91,343)
Accumulated other comprehensive income (loss)		(5,503)		(36,266)

Total Equity - Agree Realty Corporation		3,417,687		2,524,487
Non-controlling interest		1,629		1,762
Total Equity		3,419,316		2,526,249

Total Liabilities and Equity	$	5,226,906	$	3,886,183

See accompanying notes to consolidated financial statements.

F-6

Table of Contents AGREE REALTY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except share and per-share data)


	Year Ended
	2021		****	2020		****	2019
Revenues
Rental income	$	339,067		$	248,309		$	187,279
Other		256			259			199
Total Revenues		339,323			248,568			187,478

Operating Expenses
Real estate taxes		25,513			21,428			15,520
Property operating expenses		13,996			9,023			6,749
Land lease expense		1,552			1,301			1,242
General and administrative		25,456			20,793			15,566
Depreciation and amortization		95,729			66,758			45,703
Provision for impairment		1,919			4,137			1,609
Total Operating Expenses		164,165			123,440			86,389
Gain (loss) on sale of assets, net		14,941			8,004			13,306
Gain (loss) on involuntary conversion, net		170			—			—
Income from Operations		190,269			133,132			114,395

Other (Expense) Income
Interest expense, net		(50,378)			(40,097)			(33,094)
Income tax (expense) benefit		(2,401)			(1,086)			(538)
Loss on early extinguishment of term loans and settlement of related interest rate swaps		(14,614)			—			—
Other (expense) income		—			23			—
Net Income		122,876			91,972			80,763

Less net income attributable to non-controlling interest		603			591			682
Net income attributable to Agree Realty Corporation		122,273			91,381			80,081
Less Series A preferred stock dividends		2,148			—			—
Net Income Attributable to Common Stockholders	$	120,125		$	91,381		$	80,081

Net Income Per Share Attributable to Common Stockholders
Basic	$	1.79		$	1.76		$	1.96
Diluted	$	1.78		$	1.74		$	1.93

Other Comprehensive Income
Net income	$	122,876		$	91,972		$	80,763
Amortization of interest rate swaps		950			698			(14)
Change in fair value and settlement of interest rate swaps		29,980			(30,694)			(7,973)
Total comprehensive income (loss)		153,806			61,976			72,776
Less comprehensive income (loss) attributable to non-controlling interest		770			369			611

Comprehensive Income (Loss) Attributable to Agree Realty Corporation	$	153,036		$	61,607		$	72,165

Weighted Average Number of Common Shares Outstanding - Basic		66,802,242			51,838,219			40,577,346

Weighted Average Number of Common Shares Outstanding - Diluted		67,139,079			52,396,734			41,223,614

See accompanying notes to consolidated financial statements.

F-7

Table of Contents AGREE REALTY CORPORATION

CONSOLIDATED STATEMENT OF EQUITY

(In thousands, except share and per-share data)


											Accumulated
									Dividends in		Other
	Preferred Stock			Common Stock			Additional		excess of net		Comprehensive		Non-Controlling		Total
	Shares	Amount		Shares	Amount		Paid-In Capital		income		Income (Loss)		Interest		Equity
Balance, December 31, 2018	—		—	37,545,790		4		1,277,592		(42,945)		1,424		2,411	$	1,238,486
Issuance of common stock, net of issuance costs	—		—	7,993,519		—		472,746		—		—		—		472,746
Repurchase of common shares	—		—	(22,011)		—		(1,406)		—		—		—		(1,406)
Issuance of stock under the 2014 Omnibus Incentive Plan	—		—	58,735		1		—		—		—		—		1
Forfeiture of restricted stock	—		—	(2,410)		—		(29)		—		—		—		(29)
Stock-based compensation	—		—	—		—		4,009		—		—		—		4,009
Dividends and distributions declared for the period	—		—	—		—		—		(94,230)		—		(791)		(95,021)
Amortization, changes in fair value, and settlement of interest rate swaps	—		—	—		—		—		—		(7,916)		(71)		(7,987)
Net income	—		—	—		—		—		80,081		—		682		80,763
Balance, December 31, 2019	—	$	—	45,573,623	$	5	$	1,752,912	$	(57,094)	$	(6,492)	$	2,231	$	1,691,562
Issuance of common stock, net of issuance costs	—		—	14,418,612		1		896,117		—		—		—		896,118
Repurchase of common shares	—		—	(20,927)		—		(1,641)		—		—		—		(1,641)
Issuance of stock under the 2014 Omnibus Incentive Plan	—		—	48,942		—		—		—		—		—		—
Issuance of stock under the 2020 Omnibus Incentive Plan	—		—	4,541		—		—		—		—		—		—
Forfeiture of restricted stock	—		—	(3,308)		—		(9)		—		—		—		(9)
Stock-based compensation				—		—		4,711		—		—		—		4,711
Dividends and distributions declared for the period	—		—	—		—		—		(125,630)		—		(838)		(126,468)
Amortization, changes in fair value, and settlement of interest rate swaps	—		—	—		—		—		—		(29,774)		(222)		(29,996)
Net income	—		—	—		—		—		91,381		—		591		91,972
Balance, December 31, 2020	—	$	—	60,021,483	$	6	$	2,652,090	$	(91,343)	$	(36,266)	$	1,762	$	2,526,249
Issuance of Series A preferred stock, net of issuance costs	7,000		175,000	—		—		(4,692)		—		—		—		170,308
Issuance of common stock, net of issuance costs	—		—	11,179,982		1		744,846		—		—		—		744,847
Repurchase of common shares	—		—	(28,051)		—		(1,813)		—		—		—		(1,813)
Issuance of stock under the 2020 Omnibus Incentive Plan	—		—	138,894		—		320		—		—		—		320
Forfeiture of restricted stock	—		—	(26,997)		—		(560)		—		—		—		(560)
Stock-based compensation	—		—	—		—		5,358		—		—		—		5,358
Series A preferred dividends declared for the period	—		(2,148)	—		—		—		—		—		—		(2,148)
Common dividends and distributions declared for the period	—		—	—		—		—		(176,148)		—		(903)		(177,051)
Amortization, changes in fair value, and settlement of interest rate swaps	—		—	—		—		—		—		30,763		167		30,930
Net income	—		2,148	—		—		—		120,125		—		603		122,876
Balance, December 31, 2021	7,000	$	175,000	71,285,311	$	7	$	3,395,549	$	(147,366)	$	(5,503)	$	1,629	$	3,419,316

Cash dividends declared per depositary share of Series A preferred stock:
For the three months ended March 31, 2021		$	—
For the three months ended June 30, 2021		$	—
For the three months ended September 30, 2021		$	0.041
For the three months ended December 31, 2021		$	0.266

Cash dividends declared per common share:
For the three months ended March 31, 2021					$	0.621
For the three months ended June 30, 2021					$	0.651
For the three months ended September 30, 2021					$	0.651
For the three months ended December 31, 2021					$	0.681

See accompanying notes to consolidated financial statements.

F-8

Table of Contents AGREE REALTY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


		Year Ended
	****	December 31, 2021		****	December 31, 2020		****	December 31, 2019
Cash Flows from Operating Activities
Net income		$	122,876		$	91,972		$	80,763
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			95,729			66,758			45,703
Amortization from above (below) market lease intangibles, net			24,284			15,885			13,501
Amortization from financing and credit facility costs			2,360			1,444			1,284
Stock-based compensation			4,798			4,702			3,980
Provision for impairment			1,919			4,137			1,609
Gain (loss) on settlement of interest rate swaps			16,748			(22,668)			788
(Gain) loss on sale of assets			(14,941)			(8,004)			(13,306)
Write-off of unamortized financing costs upon debt extinguishment			1,250			—			—
(Increase) decrease in accounts receivable			(16,304)			(11,983)			(6,071)
(Increase) decrease in other assets			(3,231)			(1,503)			(2,150)
Increase (decrease) in accounts payable, accrued expenses, and other liabilities			10,827			2,216			606
Net Cash Provided by Operating Activities			246,315			142,956			126,707

Cash Flows from Investing Activities
Acquisition of real estate investments and other assets			(1,400,685)			(1,326,696)			(708,144)
Development of real estate investments and other assets, net of reimbursements
(including capitalized interest of $249 in 2021, $109 in 2020, and $410 in 2019)			(41,464)			(19,617)			(24,428)
Payment of leasing costs			(468)			(1,227)			(411)
Net proceeds from sale of assets			56,002			47,698			65,464
Net Cash Used in Investing Activities			(1,386,615)			(1,299,842)			(667,519)

Cash Flows from Financing Activities
Proceeds from Series A preferred stock offering, net			170,308			—			—
Proceeds from common stock offerings, net			744,847			896,118			472,746
Repurchase of common shares			(1,813)			(1,641)			(1,406)
Unsecured revolving credit facility borrowings (repayments), net			68,000			3,000			70,000
Payments of mortgage notes payable			(799)			(3,683)			(24,404)
Payments of unsecured term loans			(240,000)			—			(18,543)
Proceeds from senior unsecured notes			640,623			349,745			125,000
Payment of Series A preferred dividends			(1,529)			—			—
Payment of common stock dividends			(194,296)			(116,112)			(90,257)
Distributions to non-controlling interest			(1,042)			(824)			(782)
Payments for financing costs			(6,704)			(3,919)			(3,360)
Net Cash Provided by Financing Activities			1,177,595			1,122,684			528,994

Net Increase (Decrease) in Cash and Cash Equivalents and Cash Held in Escrow			37,295			(34,202)			(11,818)
Cash and cash equivalents and cash held in escrow, beginning of period			7,955			42,157			53,975
Cash and cash equivalents and cash held in escrow, end of period		$	45,250		$	7,955		$	42,157

Supplemental Disclosure of Cash Flow Information
Cash paid for interest (net of amounts capitalized)		$	56,150		$	37,710		$	29,925
Cash paid for income tax		$	1,816		$	1,150		$	666

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Operating lease right of use assets added upon implementation of leases standard on January 1, 2019		$	—		$	—		$	7,505
Additional lease right of use assets added under new ground leases after January 1, 2019		$	6,302		$	1,064			12,167
Operating lease right of use assets disposed of upon acquisition of underlying ground leased land		$	—		$	—			(3,059)
Series A preferred dividends declared and unpaid		$	620		$	—			—
Common stock dividends and limited partners' distributions declared and unpaid		$	16,261		$	34,545		$	25,014
Change in accrual of development, construction and other real estate investment costs		$	(5,537)		$	10,465		$	4,330

See accompanying notes to consolidated financial statements.

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Note 1 – Organization

Agree Realty Corporation (the “Company”), a Maryland corporation, is a fully integrated real estate investment trust (“REIT”) primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the New York Stock Exchange in 1994.

The Company’s assets are held by, and all of our operations are conducted through, directly or indirectly, Agree Limited Partnership (the “Operating Partnership”), of which Agree Realty Corporation is the sole general partner and in which it held a 99.5% common equity interest as of December 31, 2021. There is a one-for-one relationship between the limited partnership interests in the Operating Partnership (“Operating Partnership Common Units”) owned by the Company and shares of Company common stock outstanding. The Company also owns a Series A preferred equity interest in the Operating Partnership. This preferred equity interest corresponds to the Company’s Series A Preferred Stock (see Note 6- Common and Preferred Stock), providing guaranteed income and distributions to the Company equal to the dividends payable on that stock. Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership.

The terms “Agree Realty,” the “Company,” “Management,” “we,” “our” or “us” refer to Agree Realty Corporation and all of its consolidated subsidiaries, including the Operating Partnership.

Note 2 – Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements of Agree Realty Corporation include the accounts of the Company, the Operating Partnership and its wholly owned subsidiaries. The Company, as the sole general partner, held 99.5% and 99.4% of the Operating Partnership common equity as of December 31, 2021 and 2020, respectively, as well as the Series A preferred equity interest. All material intercompany accounts and transactions are eliminated, including the Company’s Series A preferred equity interest in the Operating Partnership.

Non-controlling Interest

At December 31, 2021 and 2020, the non-controlling interest in the Operating Partnership consisted of a 0.5% and 0.6% ownership interest in the Operating Partnership held by the Company’s founder and chairman, respectively. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of common stock. The Company as sole general partner of the Operating Partnership has the option to settle exchanged Operating Partnership Common Units held by others for cash based on the current trading price of its shares. Assuming the exchange of all non-controlling Operating Partnership Units, there would have been 71,632,930 shares of common stock outstanding at December 31, 2021.

Significant Risks and Uncertainties

Currently, one of the most significant risks and uncertainties continues to be the potential adverse effect of the current pandemic of the novel coronavirus, or COVID-19, and its variants. The COVID-19 pandemic has had repercussions across regional and global economies and financial markets. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted economic activity and had contributed to significant volatility and negative pressure in financial markets. The COVID-19 pandemic has resulted in a number of our tenants temporarily closing their stores and requesting rent deferrals or rent abatements during this pandemic. Although the duration and severity of this pandemic are still uncertain, there is reason to believe that the success of vaccination efforts in the U.S. will have a positive impact on businesses, as federal, state and local restrictions are lifted and individuals return to pre-pandemic activities. However, the virus’s variants, its surges and resurgences in the population, and challenges relating to vaccine immunization are still having a very fluid and continuously evolving impact on businesses and consumers. F-10

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

The COVID-19 pandemic could still have material and adverse effects on our financial condition, results of operations and cash flows in the near term due to, but not limited to, the following:

●	reduced economic activity severely impacting our tenants’ businesses, financial condition and liquidity and may cause tenants to be unable to fully meet their obligations to us. Certain tenants have sought to modify such obligations and may seek additional relief and additional tenants may seek modifications of such obligations, resulting in increases in uncollectible receivables and reductions in rental income;
●	the negative financial impact of the pandemic which could impact our future compliance with financial covenants of our credit facility and other debt agreements; and
---	---
●	weaker economic conditions which could cause us to recognize impairment in value of our tangible or intangible assets.
---	---

During the year ended December 31, 2021, the Company collected substantially all rent payments originally contracted for in the period. However, the extent to which the COVID-19 pandemic continues to impact our operations and those of our tenants will still depend on future developments which are still uncertain, including the scope, severity and remaining duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others.

The Company continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its business and geographies. However, as a result of the many uncertainties surrounding the COVID-19 pandemic, we are still not able to fully predict the impact that it ultimately will have on our financial condition, results of operations and cash flows.

Real Estate Investments

The Company records the acquisition of real estate at cost, including acquisition and closing costs. For properties developed by the Company, all direct and indirect costs related to planning, development and construction, including interest, real estate taxes and other miscellaneous costs incurred during the construction period, are capitalized for financial reporting purposes and recorded as property under development until construction has been completed.

Assets are classified as real estate held for sale based on specific criteria as outlined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, Property, Plant & Equipment. Properties classified as real estate held for sale are recorded at the lower of their carrying value or their fair value, less anticipated selling costs. Any properties classified as held for sale are not depreciated. Assets are generally classified as real estate held for sale once management has actively engaged in marketing the asset and has received a firm purchase commitment that is expected to close within one year. The Company classified one operating property as held for sale at both December 31, 2021 and 2020, the assets for which are separately presented in the Consolidated Balance Sheets.

Real estate held for sale consisted of the following as of December 31, 2021 and 2020 (presented in thousands):


	****	December 31, 2021		****	December 31, 2020
Land		$	4,485		$	313
Building			—			1,019
Lease intangibles - asset			1,213			132
Lease intangibles - (liability)			—			(285)
			5,698			1,179
Accumulated depreciation and amortization, net			(22)			20
Total Real Estate Held for Sale, net		$	5,676		$	1,199

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Acquisitions of Real Estate

The acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price to land, buildings and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. Intangible assets and liabilities represent the value of in-place leases and above- or below-market leases. In making estimates of fair values, the Company may use various sources, including data provided by independent third parties, as well as information obtained by the Company as a result of its due diligence, including expected future cash flows of the property and various characteristics of the markets where the property is located.

In allocating the fair value of the identified tangible and intangible assets and liabilities of an acquired property, land is valued based upon comparable market data or independent appraisals. Buildings are valued on an as-if vacant basis based on a cost approach utilizing estimates of cost and the economic age of the building or an income approach utilizing various market data. In-place lease intangibles are valued based on the Company’s estimates of costs related to tenant acquisition and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above- and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition and the Company’s estimate of current market lease rates for the property. In the case of sale-leaseback transactions, it is typically assumed that the lease is not in-place prior to the close of the transaction.

Depreciation and Amortization

Land, buildings, and improvements are recorded and stated at cost. The Company’s properties are depreciated using the straight-line method over the estimated remaining useful life of the assets, which are generally 40 years for buildings and 10 to 20 years for improvements. Properties classified as held for sale and properties under development or redevelopment are not depreciated. Major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.

In-place lease intangible assets and the capitalized above- and below-market lease intangibles are amortized over the non-cancelable term of the lease unless the Company believes it is reasonably certain that the tenant will renew the lease for an option term, in which case the Company amortizes the value attributable to the renewal over the renewal period. In-place lease intangible assets are amortized to amortization expense and above- and below-market lease intangibles are amortized as a net adjustment to rental income. In the event of early lease termination, the remaining net book value of any above- or below-market lease intangible is recognized as an adjustment to rental income.

The following schedule summarizes the Company’s amortization of lease intangibles for the years ended December 31, 2021, 2020, and 2019 (presented in thousands):


	For the Year Ended December 31,
	2021		2020		2019
Lease intangibles (in-place)	$	27,827	$	17,413	$	10,619
Lease intangibles (above-market)		30,596		21,523		18,107
Lease intangibles (below-market)		(6,312)		(5,638)		(4,607)
Total	$	52,111	$	33,298	$	24,119

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

The following schedule represents estimated future amortization of lease intangibles as of December 31, 2021 (presented in thousands):



Year Ending December 31,	****	2022		****	2023		****	2024		****	2025		****	2026		****	Thereafter		****	Total
Lease intangibles (in-place)		$	34,016		$	31,799		$	29,227		$	27,010		$	24,807		$	134,233		$	281,092
Lease intangibles (above-market)			37,996			35,621			31,569			29,236			27,486			229,020			390,928
Lease intangibles (below-market)			(5,563)			(4,851)			(4,181)			(3,745)			(3,391)			(11,344)			(33,075)
Total		$	66,449	****	$	62,569	****	$	56,615	****	$	52,501	****	$	48,902		$	351,909	****	$	638,945

Impairments

The Company reviews real estate investments and related lease intangibles for possible impairment when certain events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable through operations plus estimated disposition proceeds. Events or changes in circumstances that may occur include, but are not limited to, significant changes in real estate market conditions, estimated residual values, and an expectation to sell assets before the end of the previously estimated life. Impairments are measured to the extent the current book value exceeds the estimated fair value of the asset less disposition costs for any assets classified as held for sale.

The valuation of impaired assets is determined using valuation techniques including discounted cash flow analysis, analysis of recent comparable sales transactions, and purchase offers received from third parties, which are Level 3 inputs. The Company may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate. Estimating future cash flows is highly subjective and estimates can differ materially from actual results.

Cash and Cash Equivalents and Cash Held in Escrow

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of deposit and checking accounts. Cash held in escrows primarily relates to delayed like-kind exchange transactions pursued under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The account balances periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage, and as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company had $44.0 million and $7.0 million in cash and cash held in escrow as of December 31, 2021 and 2020, respectively, in excess of the FDIC insured limit.

Per the requirements of ASU 2016-18 (Topic 230, Statement of Cash Flows) the following table provides a reconciliation of cash and cash equivalents and cash held in escrow, both as reported within the consolidated balance sheets, to the total of the cash, cash equivalents and cash held in escrow as reported within the consolidated statements of cash flows (presented in thousands):


	****	December 31, 2021		****	December 31, 2020
Cash and cash equivalents		$	43,252		$	6,137
Cash held in escrow			1,998			1,818
Total of cash and cash equivalents and cash held in escrow		$	45,250		$	7,955

Revenue Recognition and Accounts Receivable

The Company leases real estate to its tenants under long-term net leases which are accounted for as operating leases. Under this method, leases that have fixed and determinable rent increases are recognized on a straight-line basis over the lease term. Rental increases based upon changes in the consumer price indexes, or other variable factors, are recognized only after changes in such factors have occurred and are then applied according to the lease agreements. Certain leases also provide for additional rent based on tenants’ sales volumes. These rents are recognized when determinable after the tenant exceeds a sales breakpoint. F-13

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Recognizing rent escalations on a straight-line method results in rental revenue in the early years of a lease being higher than actual cash received, creating a straight-line rent receivable asset which is included in the Accounts Receivable - Tenants line item in the Consolidated Balance Sheets. The balance of straight-line rent receivables at December 31, 2021 and 2020 was $40.9 million and $29.8 million, respectively. To the extent any of the tenants under these leases become unable to pay their contractual cash rents, the Company may be required to write down the straight-line rent receivable from those tenants, which would reduce rental income.

The Company reviews the collectability of charges under its tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. During 2021 and 2020, the Company’s assessment specifically included the impact of the COVID-19 pandemic, which represents a material risk to collectability (see Significant Risks and Uncertainties above). In the event that collectability with respect to any tenant changes, the Company recognizes an adjustment to rental revenue. The Company’s review of collectability of charges under its operating leases includes any accrued rental revenues related to the straight-line method of reporting rental revenue.

As of December 31, 2021, the Company has three tenants where collection is no longer considered probable. For these tenants, the Company is recording rental income on a cash basis and has written off any outstanding receivables, including straight-line rent receivables. Adjustments to rental revenue related to potentially uncollectible charges under these tenant leases had an immaterial impact to Rental Income and Net Income for the year-ended December 31, 2021.

In addition to the tenant-specific collectability assessment performed, the Company also recognizes a general allowance, as a reduction to rental revenue, for its operating lease receivables which are not expected to be fully collectible based on the potential for settlement of arrears. As of December 31, 2021, this allowance was $0.8 million.

The Company’s leases provide for reimbursement from tenants for common area maintenance (“CAM”), insurance, real estate taxes and other operating expenses. A portion of the Company’s operating cost reimbursement revenue is estimated each period and is recognized as rental revenue in the period the recoverable costs are incurred and accrued, and the related revenue is earned. The balance of unbilled operating cost reimbursement receivable at December 31, 2021 and 2020 was $9.1 million and $4.1 million, respectively.

The Company has adopted the practical expedient in FASB ASC 842, Leases (“ASC 842”) that allows lessors to combine non-lease components with the lease components when the timing and patterns of transfer for the lease and non-lease components are the same and the lease is classified as an operating lease. As a result, all rental and reimbursements pursuant to tenant leases are reflected as one line, “Rental Income,” in the Consolidated Statement of Operations and Comprehensive Income.

Rent Concessions – COVID-19

The Company has provided lease concessions to certain tenants in response to the impact of COVID-19, primarily in the form of rent deferrals. The Company made an election to account for such lease concessions consistent with how those concessions would be accounted for under ASC 842 if enforceable rights and obligations for those concessions had already existed in the leases. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in our rights as lessor, including concessions that result in the total payments required by the modified lease being substantially the same as or less than total payments required by the original lease.

Substantially all of the Company’s concessions to date provide for a deferral of payments with no substantive changes to the consideration in the original lease. These deferrals affect the timing, but not the amount, of the lease payments. The Company is accounting for these deferrals as if no changes to the lease were made. Under this accounting, the Company increases its lease receivable as tenant payments accrue and continues to recognize rental income. As of December 31, 2021, the Company has $0.5 million of deferred rent receivables outstanding, net of repayments that have occurred, relating to COVID-19 lease concessions. F-14

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Sales Tax

The Company collects various taxes from tenants and remits these amounts, on a net basis, to the applicable taxing authorities.

Earnings per Share

Earnings per share of common stock has been computed pursuant to the guidance in the FASB ASC Topic 260, Earnings Per Share. The guidance requires the classification of the Company’s unvested restricted stock, which contain rights to receive non-forfeitable dividends, as participating securities requiring the two-class method of computing net income per share of common stock. In accordance with the two-class method, earnings per share has been computed by dividing the net income less net income attributable to unvested restricted shares by the weighted average number of shares of common stock outstanding less unvested restricted shares. Diluted earnings per share is computed by dividing net income by the weighted average shares of common stock and potentially dilutive securities in accordance with the treasury stock method.

The following is a reconciliation of the numerator and denominator used in the computation of basic and diluted net earnings per share of common stock for each of the periods presented (presented in thousands, except for share data):


			Year Ended December 31,
	****		2021	****	2020	****	2019
Net income attributable to Agree Realty Corporation		$	122,273	$	91,381	$	80,081
Less: Series A preferred stock dividends			(2,148)		—		—
Net income attributable to common stockholders			120,125		91,381		80,081
Less: Income attributable to unvested restricted shares			(369)		(297)		(379)
Net income used in basic and diluted earnings per share		$	119,756	$	91,084	$	79,702

Weighted average number of common shares outstanding			67,004,069		52,013,137		40,771,300
Less: Unvested restricted stock			(201,827)		(174,918)		(193,954)
Weighted average number of common shares outstanding used in basic earnings per share			66,802,242		51,838,219		40,577,346

Weighted average number of common shares outstanding used in basic earnings per share			66,802,242		51,838,219		40,577,346
Effect of dilutive securities:
Share-based compensation			118,460		95,103		98,740
September 2018 Forward Equity Offering			—		—		269,785
April 2019 Forward Equity Offering			—		—		277,225
2019 ATM Forward Equity Offerings			—		14,289		518
2020 ATM Forward Equity Offerings			153,200		19,777		—
April 2020 Forward Equity Offerings			—		429,346		—
2021 ATM Forward Equity Offerings			50,757		—		—
December 2021 Forward Offering			14,420		—		—
Weighted average number of common shares outstanding used in diluted earnings per share			67,139,079		52,396,734		41,223,614

For the year ended December 31, 2021, 849 shares of common stock related to the 2021 at-the-market (“ATM”) forward equity offerings, 5,360 shares of common stock related to the 2020 ATM forward equity offerings, and 2,092 restricted shares were granted in 2021 were anti-dilutive and were not included in the computation of diluted earnings per share.

For the year ended December 31, 2020, 27,753 shares of common stock related to the 2020 ATM forward equity offerings, 17,114 shares of common stock related to the 2019 ATM forward equity offerings, and 1,547 performance units were granted in 2020 were anti-dilutive and were not included in the computation of diluted earnings per share. F-15

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

For the year ended December 31, 2019, 7,931 shares of common stock related to the 2019 ATM forward equity offerings were anti-dilutive and were not included in the computation of diluted earnings per share.

Forward Equity Sales

The Company occasionally sells shares of common stock through forward sale agreements to enable the Company to set the price of such shares upon pricing the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net proceeds by the Company.

To account for the forward sale agreements, the Company considers the accounting guidance governing financial instruments and derivatives. To date, the Company has concluded that its forward sale agreements are not liabilities as they do not embody obligations to repurchase our shares nor do they embody obligations to issue a variable number of shares for which the monetary value are predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to its shares. The Company then evaluates whether the agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments. The Company has concluded that the agreements are classifiable as equity contracts based on the following assessments: (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market for the Company’s own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to its own stock.

The Company also considers the potential dilution resulting from the forward sale agreements on the earnings per share calculations. The Company uses the treasury stock method to determine the dilution resulting from the forward sale agreement during the period of time prior to settlement.

Equity Offering Costs

Underwriting commissions and offering costs of equity offerings have been reflected as a reduction of additional paid-in-capital in our Consolidated Balance Sheets.

Income Taxes

The Company has made an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code and related regulations. The Company generally will not be subject to federal income taxes on amounts distributed to stockholders, providing it distributes 100% of its REIT taxable income and meets certain other requirements for qualifying as a REIT. For each of the years in the three-year period ended December 31, 2021, the Company believes it has qualified as a REIT. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements. Notwithstanding the Company’s qualification for taxation as a REIT, the Company is subject to certain state taxes on its income and real estate.

Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes due to differences in the estimated useful lives and methods used to compute depreciation and the carrying value (basis) of the investments in properties for tax purposes, among other things.

The Company and its taxable REIT subsidiaries (“TRS”) have made a timely TRS election pursuant to the provisions of the REIT Modernization Act. A TRS is able to engage in activities resulting in income that previously would have been disqualified from being eligible REIT income under the federal income tax regulations. As a result, certain activities of the Company which occur within its TRS entity are subject to federal and state income taxes (see Note 8). All provisions for federal income taxes in the accompanying consolidated financial statements are attributable to the Company’s TRS.

The Company regularly analyzes its various federal and state filing positions and only recognizes the income tax effect in its financial statements when certain criteria regarding uncertain income tax positions have been met. The Company F-16

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

believes that its income tax positions would more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provisions for uncertain income tax positions have been recorded in the consolidated financial statements.

Management’s Responsibility to Evaluate Our Ability to Continue as a Going Concern

When preparing financial statements for each annual and interim reporting period, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its evaluation, the Company considers, among other things, any risks and/or uncertainties to its results of operations, contractual obligations in the form of near-term debt maturities, dividend requirements, or other factors impacting the Company’s liquidity and capital resources. No conditions or events that raised substantial doubt about the ability to continue as a going concern within one year were identified as of the issuance date of the consolidated financial statements contained in this Annual Report on Form 10-K.

Reclassifications

Certain reclassifications of prior period amounts have been made in the consolidated financial statements and footnotes in order to conform to the current presentation.

Segment Reporting

The Company is primarily in the business of acquiring, developing and managing retail real estate which is considered to be one reporting segment. The Company has no other reportable segments.

Employment Agreement

In October 2020, the Company entered into a new employment agreement with Joel Agree to extend Mr. Agree’s term as President and Chief Executive Officer of the Company through September 30, 2023 (the “Agreement”). The Agreement supersedes Mr. Agree’s prior employment agreement with the Company, which had a term that was scheduled to expire on June 30, 2021. The term of Mr. Agree’s employment under the Agreement extends through September 30, 2023, and will automatically renew for successive two-year periods unless either party provides notice of non-renewal at least 60 days prior to the expiration of any term. The Agreement revised and updated, as applicable, Mr. Agree’s salary, incentive compensation, termination, death and disability, and change in control provisions, as well as provided for a one-time $1.5 million extension bonus that was recognized as general and administrative expense during the year ended December 31, 2020.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Values of Financial Instruments

The Company’s estimates of fair value of financial and non-financial assets and liabilities are based on the framework established in the fair value accounting guidance, ASC 820 Fair Value Measurement. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels: F-17

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Level 1 –	Valuation is based upon quoted prices in active markets for identical assets or liabilities.
Level 2 –	Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 –	Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments in ASU 2020-06 are effective for the Company for fiscal years beginning after December 15, 2021. The Company adopted this guidance on January 1, 2022 and does not expect it to have a material impact on its financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)” (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

Note 3 – Leases

Tenant Leases

The Company is primarily focused on the ownership, acquisition, development and management of retail properties leased to industry leading tenants. As of December 31, 2021, the Company’s portfolio was approximately 99.5% leased and had a weighted average remaining lease term (excluding extension options) of approximately 9.3 years. A significant majority of its properties are leased to national tenants and approximately 67.0% of its annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners.

Substantially all of the Company’s tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and actual property operating expenses incurred, including property taxes, insurance and maintenance. In addition, the Company’s tenants are typically subject to future rent increases based on fixed amounts or increases in the consumer price index and certain leases provide for additional rent calculated as a percentage F-18

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

of the tenants’ gross sales above a specified level. Certain of the Company’s properties are subject to leases under which it retains responsibility for specific costs and expenses of the property.

The Company’s leases typically provide the tenant one or more multi-year renewal options to extend their leases, subject to generally the same terms and conditions, including rent increases, consistent with the initial lease term.

The Company attempts to maximize the amount it expects to derive from the underlying real estate property following the end of the lease, to the extent it is not extended. The Company maintains a proactive leasing program that, combined with the quality and locations of its properties, has made its properties attractive to tenants. The Company intends to continue to hold its properties for long-term investment and, accordingly, places a strong emphasis on the quality of construction and an on-going program of regular and preventative maintenance. However, the residual value of a real estate property is still subject to various market-specific, asset-specific, and tenant-specific risks and characteristics. As the classification of a lease is dependent on the fair value of its cash flows at lease commencement, the residual value of a property represents a significant assumption in its accounting for tenant leases.

The Company has elected the practical expedient in ASC 842 on not separating non-lease components from associated lease components. The lease and non-lease components combined as a result of this election largely include tenant rentals and maintenance charges, respectively. The Company applies the accounting requirements of ASC 842 to the combined component.

The following table includes information regarding contractual lease payments for the Company’s operating leases for which it is the lessor, for the years ended December 31, 2021, 2020 and 2019 (presented in thousands).


	For the Year Ended December 31,
	2021		2020		2019
Total lease payments	$	352,797	$	257,390	$	193,843
Less: Operating cost reimbursements and percentage rents		36,929		28,248		21,137
Total non-variable lease payments	$	315,868	$	229,142	$	172,706

At December 31, 2021, future non-variable lease payments to be received from the Company’s operating leases for the next five years and thereafter are as follows (presented in thousands):


	****
Year Ending December 31,	****	2022		****	2023		****	2024		****	2025		****	2026		****	Thereafter		****	Total
Future non-variable lease payments		$	357,888		$	351,828		$	340,612		$	328,784		$	310,965		$	1,744,997		$	3,435,074

Deferred Revenue

As of December 31, 2021, and 2020, there was $13.5 million and $6.1 million, respectively, in deferred revenues resulting from rents paid in advance.

Land Lease Obligations

The Company is the lessee under land lease agreements for certain of its properties. ASC 842 requires a lessee to recognize right of use assets and lease obligation liabilities that arise from leases, whether qualifying as operating or finance. As of December 31, 2021 and 2020, the Company had $61.1 million and $44.5 million of right of use assets, recognized within Other Assets in the Consolidated Balance Sheets, respectively, while the corresponding lease obligations of $25.0 million and $17.3 million, respectively, were recognized within Accounts Payable, Accrued Expenses, and Other Liabilities on the Consolidated Balance Sheets as of these dates. F-19

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

The Company’s land leases do not include any variable lease payments. These leases typically provide multi-year renewal options to extend their term as lessee at the Company’s option. Option periods are included in the calculation of the lease obligation liability only when options are reasonably certain to be exercised. Certain of the Company’s land leases qualify as finance leases as a result of purchase options that are reasonably certain of being exercised or automatic transfer of title to the Company at the end of the lease term.

Amortization of the right of use assets for operating land leases is classified as land lease expense and was $1.6 million, $1.3 million, and $1.2 million for the years ending December 31, 2021, 2020, and 2019, respectively. There was no amortization of right of use assets for finance land leases, as the underlying leased asset (land) has an infinite life. Interest expense on finance land leases was $0.2 million during the year ended December 31, 2021, while there was no such expense incurred during the years ended December 31, 2020 or 2019.

The following tables include information on the Company’s land leases for which it is the lessee, for the years ending December 31, 2021, 2020, and 2019 (presented in thousands).


	Year Ended
	December 31, 2021		****	December 31, 2020		****	December 31, 2019		****
Operating leases:
Operating cash outflows	$	1,112		$	1,069		$	1,073
Weighted-average remaining lease term - operating leases (years)		33.8			38.3			38.2
Weighted-average discount rate - operating leases		4.13	%		4.13	%		4.13	%

Finance leases:
Operating cash outflows	$	215		$	—		$	—
Financing cash outflows	$	93		$	—		$	—
Weighted-average remaining lease term - finance leases (years)		2.8			—			—
Weighted-average discount rate - operating leases		4.13	%		—	%		—	%

Supplemental Disclosure:
Right-of-use assets obtained in exchange for new lease liabilities	$	6,302		$	1,064		$	19,672
Right-of-use assets removed in exchange for real property		—			—			(3,025)
Right-of-use assets net change	$	6,302		$	—		$	16,647

Maturity Analysis of Lease Liabilities for Operating Leases (presented in thousands)


	****
Year Ending December 31,	****	2022		****	2023		****	2024		****	2025		****	2026		****	Thereafter		****	Total
Lease payments		$	1,197		$	1,197		$	1,197		$	1,197		$	1,195		$	29,850		$	35,833
Imputed interest			(730)			(711)			(690)			(669)			(647)			(14,491)			(17,938)
Total lease liabilities		$	467		$	486		$	507		$	528		$	548		$	15,359		$	17,895

Maturity Analysis of Lease Liabilities for Finance Leases (presented in thousands)



Year Ending December 31,	****	2022		****	2023		****	2024		****	2025		****	2026		****	Thereafter		****	Total
Lease payments		$	336		$	336		$	6,252		$	—		$	—		$	—		$	6,924
Imputed interest			(255)			(252)			(207)			—			—			—			(714)
Total lease liabilities		$	81		$	84		$	6,045		$	—		$	—		$	—		$	6,210

F-20

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Note 4 – Real Estate Investments

Real Estate Portfolio

As of December 31, 2021, the Company owned 1,404 properties, with a total gross leasable area (“GLA”) of approximately 29.1 million square feet. Net Real Estate Investments totaled $4.37 billion as of December 31, 2021. As of December 31, 2020, the Company owned 1,129 properties, with a total GLA of approximately 22.7 million square feet. Net Real Estate Investments totaled $3.30 billion as of December 31, 2020.

Acquisitions

During 2021, the Company purchased 290 retail net lease assets for approximately $1.39 billion, which includes acquisition and closing costs. These properties are located in 43 states and had a weighted average lease term of approximately 11.5 years. The aggregate 2021 acquisitions were allocated approximately $476.8 million to land, $654.3 million to buildings and improvements, $250.7 million to lease intangibles and $8.8 million to other assets.

During 2020, the Company purchased 317 retail net lease assets for approximately $1.31 billion, which includes acquisition and closing costs. These properties are located in 39 states and had a weighted average lease term of approximately 11.3 years. The aggregate 2020 acquisitions were allocated approximately $386.9 million to land, $768.2 million to buildings and improvements, and $158.1 million to lease intangibles.

The 2021 and 2020 acquisitions were substantially all cash purchases and there was no material contingent consideration associated with these acquisitions.

None of the Company’s investments during 2021 or 2020 caused any new or existing tenant to comprise 10% or more of the Company’s total assets or generate 10% or more of the Company’s total annualized contractual base rent at December 31, 2021 or 2020.

Developments

During 2021, the Company completed four development or Partner Capital Solutions (“PCS”) projects. During 2020, nine such projects were completed. At December 31, 2021, the Company had three development or PCS projects under construction.

Dispositions

During 2021, the Company sold real estate properties for net proceeds of $56.0 million and recorded a net gain of $14.9 million.

During 2020, the Company sold real estate properties for net proceeds of $47.7 million and recorded a net gain of $8.0 million.

During 2019, the Company sold real estate properties for net proceeds of $65.5 million and recorded a net gain of $13.3 million.

Provisions for Impairment

As a result of the Company’s review of Real Estate Investments it recognized real estate impairment charges of $1.9 million, $4.1 million and $1.6 million for the years ended December 31, 2021, 2020, and 2019, respectively. The estimated fair value of the impaired real estate assets at their time of impairment during 2021, 2020, and 2019 was $1.0 million, $11.9 million and $3.0 million, respectively. F-21

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Note 5 – Debt

As of December 31, 2021, the Company had total gross indebtedness of $1.70 billion, including (i) $32.6 million of mortgage notes payable; (ii) $1.51 billion of senior unsecured notes; and (iv) $160.0 million of borrowings under the Revolving Credit Facility (defined below).

Mortgage Notes Payable

As of December 31, 2021, the Company had total gross mortgage indebtedness of $32.6 million, which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $38.9 million. Including mortgages that have been swapped to a fixed interest rate, the weighted average interest rate on the Company’s mortgage notes payable was 4.16% as of December 31, 2021 and 4.21% as of December 31, 2020.

Mortgages payable consisted of the following (presented in thousands):


	December 31, 2021		December 31, 2020
Note payable in monthly installments of interest only at 3.60% per annum, with a balloon payment due January 2023	$	23,640	$	23,640

Note payable in monthly installments of interest only at 5.01% per annum, with a balloon payment due September 2023		4,622		4,622

Note payable in monthly installments of $92 including interest at 6.27% per annum, with a final monthly payment due July 2026		4,373		5,172

Total principal		32,635		33,434
Unamortized debt issuance costs		(206)		(312)
Total	$	32,429	$	33,122

The mortgage loans encumbering the Company’s properties are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan, but generally include fraud or material misrepresentations, misstatements or omissions by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. At December 31, 2021, there were no mortgage loans with partial recourse to the Company.

The Company has entered into mortgage loans that are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that we default under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan. F-22

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Unsecured Term Loan Facilities

The following table presents the Unsecured Term Loans balance net of unamortized debt issuance costs as of December 31, 2021 and 2020 (presented in thousands):


	****	December 31, 2021		****	December 31, 2020
2023 Term Loan		$	—		$	40,000
2024 Term Loan Facilities			—			100,000
2026 Term Loan			—			100,000
Total Principal			—			240,000
Unamortized debt issuance costs			—			(2,151)
Total		$	—		$	237,849

In May 2021, the Company used the net proceeds from the offering of the 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes (see Senior Unsecured Notes below) to repay all amounts outstanding under its unsecured term loans and settle the related swap agreements. The Company incurred a charge of $14.6 million upon this repayment and settlement, including swap termination costs of $13.4 million and the write-off of previously unamortized debt issuance costs of $1.2 million.

Prior to the repayments of the 2023 Term Loan, the 2024 Term Loan Facilities, and the 2026 Term Loan, these loans were subject to all-in interest rates of 2.40%, 2.86%, and 4.26%, respectively, including the effects of related swap agreements.

Senior Unsecured Notes

The following table presents the Senior Unsecured Notes balance net of unamortized debt issuance costs and original issue discount as of December 31, 2021, and 2020 (presented in thousands):


	****	December 31, 2021		****	December 31, 2020
2025 Senior Unsecured Notes		$	50,000		$	50,000
2027 Senior Unsecured Notes			50,000			50,000
2028 Senior Unsecured Notes			60,000			60,000
2028 Senior Unsecured Public Notes			350,000			—
2029 Senior Unsecured Notes			100,000			100,000
2030 Senior Unsecured Notes			125,000			125,000
2030 Senior Unsecured Public Notes			350,000			350,000
2031 Senior Unsecured Notes			125,000			125,000
2033 Senior Unsecured Public Notes			300,000			—
Total Principal			1,510,000			860,000
Unamortized debt issuance costs and original issue discount, net			(14,800)			(4,672)
Total		$	1,495,200		$	855,328

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

In September 2018, the Company and the Operating Partnership entered into two supplements to uncommitted master note facilities with institutional purchasers. Pursuant to the supplements, the Operating Partnership completed a private placement of $125 million aggregate principal amount of 4.32% senior unsecured notes due September 2030 (the “2030 Senior Unsecured Notes”).

In October 2019, the Company and the Operating Partnership closed on a private placement of $125 million of 4.47% senior unsecured notes due October 2031 (the “2031 Senior Unsecured Notes”). In March 2019, the Company entered into forward-starting interest rate swap agreements to fix the interest for $100 million of long-term debt until maturity. The Company terminated the swap agreements at the time of pricing the 2031 Senior Unsecured Notes, which resulted in an effective annual fixed rate of 4.41% for $100 million aggregate principal amount of the 2031 Senior Unsecured Notes. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $125 million aggregate principal amount of 2031 Senior Unsecured Notes is 4.42%.

All of the senior unsecured notes described in the preceding paragraphs were sold only to institutional investors and did not involve a public offering in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act.

In August 2020, the Operating Partnership completed an underwritten public offering of $350 million aggregate principal amount of 2.900% Notes due 2030 (the “2030 Senior Unsecured Public Notes”). The 2030 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. The terms of the 2030 Senior Unsecured Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and U.S. Bank National Association, as trustee (as amended and supplemented by an officer’s certificate dated August 17, 2020, the “Indenture”). The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. The Company terminated related swap agreements of $200.0 million that hedged the 2030 Senior Unsecured Public Notes, paying $23.4 million upon termination. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $350 million aggregate principal amount of 2030 Senior Unsecured Public Notes is 3.49%.

In May 2021, the Operating Partnership completed an underwritten public offering of $350 million aggregate principal amount of 2.000% Notes due 2028 (the “2028 Senior Unsecured Public Notes”) and $300 million in aggregate principal amount of 2.600% Notes due 2033 (the “2033 Senior Unsecured Public Notes”). The 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. The terms of the 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and U.S. Bank National Association, as trustee (as amended and supplemented by an officer’s certificate dated May 14, 2021, the “Indenture”). The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the Operating Partnership to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. The Company terminated related swap agreements of $300 million notional amount that hedged the 2033 Senior Unsecured Public Notes, receiving $16.7 million upon termination. Considering the effect of the terminated swap agreements, the blended all-in rates to the Company for the $350 million aggregate principal amount of the 2028 Senior Unsecured Public Notes and the $300 million aggregate principal amount of the 2033 Senior Unsecured Public Notes are 2.11% and 2.13%, respectively.

Senior Unsecured Revolving Credit Facility

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

In December 2021, the Company entered into a Third Amended and Restated Revolving Credit Agreement which increases its senior unsecured revolving credit facility (the "Revolving Credit Facility") to $1.0 billion. The Revolving Credit Facility includes an accordion option that allows the Company to request additional lender commitments up to a total of $1.75 billion. The Revolving Credit Facility will mature in January 2026 with Company options to extend the maturity date to January 2027.

The Company and Richard Agree, the Executive Chairman of the Company, are parties to a Reimbursement Agreement dated November 18, 2014. Pursuant to the Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for any loss incurred under the Revolving Credit Facility in an amount not to exceed $14.0 million to the extent that the value of the Operating Partnership’s assets available to satisfy the Operating Partnership’s obligations under the revolving credit facility is less than $14.0 million.

Debt Maturities

The following table presents scheduled principal payments related to the Company’s debt as of December 31, 2021 (presented in thousands):


	Scheduled		****	Balloon
	Principal			Payment		Total
2022	$	850		$	—	$	850
2023		905			28,262		29,167
2024		963			—		963
2025		1,026			50,000		51,026
2026 ^(1)^		629			160,000		160,629
Thereafter		—			1,460,000		1,460,000
Total scheduled principal payments		4,373			1,698,262		1,702,635
Original issue discount, net		—			(8,923)		(8,923)
Total	$	4,373		$	1,689,339	$	1,693,712
(1)	The Revolving Credit Facility matures in January 2026, with options to extend the maturity to January 2027. The Revolving Credit Facility had a balance of $160.0 million as of December 31, 2021.
---	---

Loan Covenants

Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum total leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio. As of December 31, 2021, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its loan covenants and obligations as of December 31, 2021. F-25

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Note 6 – Common and Preferred Stock

Authorized Shares of Common Stock

In May 2021, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 90 million shares to 180 million shares.

Shelf Registration

On May 27, 2020, the Company filed an automatic shelf registration statement on Form S-3 with the Securities and Exchange Commission registering an unspecified amount of common stock, preferred stock, depositary shares, warrants and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

Follow-on Common Stock Offerings

In April 2019, the Company entered into a follow-on public offering to sell an aggregate of 3,162,500 shares of common stock (the “April 2019 Forward”) which included the full exercise of the underwriters’ option to purchase an additional 412,500 shares of common stock. The April 2019 Forward was settled in its entirety in December 2019. Upon settlement, the Company issued 3,162,500 share of common stock and received net proceeds of approximately $195.8 million, after deducting fees and expenses.

Also in April 2020, the Company entered into a follow-on public offering to sell an aggregate of 6,166,666 shares of common stock in connection with a forward sale agreement (the “April 2020 Forward”). During the remainder of 2020, the Company settled the April 2020 Forward, realizing net proceeds of approximately $354.6 million, after deducting fees and expenses.

In January 2021, the Company completed a follow-on public offering of 3,450,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 450,000 shares of common stock. The offering resulted in net proceeds to the Company of approximately $221.4 million, after deducting fees and offering expenses payable by the Company.

In June 2021, the Company completed a follow-on public offering of 4,600,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 600,000 shares of common stock. The offering resulted in net proceeds to the Company of approximately $327.0 million, after deducting fees and offering expenses payable by the Company.

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements. As of December 31, 2021, the Company has not received any proceeds from the sale of shares of its common stock by the forward purchasers.

Preferred Stock Offering

In September 2021, the Company completed an underwritten public offering of depositary shares (the “Depositary Shares”), each representing 1/1,000th of a share of Series A Preferred Stock, which resulted in net proceeds to the Company of approximately $170.3 million, after deducting the underwriting discounts and commissions and costs payable by the Company. At the closing, the Company issued 7,000 shares of Series A Preferred Stock to the depositary, resulting in the issuance of 7,000,000 Depositary Shares. The Company contributed the net proceeds from the sale of the Depositary Shares to the Operating Partnership in exchange for 7,000 Series A Preferred Units corresponding to the number of shares of Series A Preferred Stock underlying the Depositary Shares.

Dividends on the Series A Preferred Shares will be payable monthly in arrears on the first day of each month (or, if not on a business day, on the next succeeding business day). The dividend rate is 4.25% per annum of the $25,000 (equivalent to $25.00 per Depositary Share) liquidation preference. The first pro-rated dividend on the Series A Preferred Shares was paid on October 1, 2021 and was in an amount equivalent to $0.04132 per Depositary Share. Subsequent dividends on the Series A Preferred Shares will be in the amount of $0.08854 per Depositary Share, equivalent to $1.0625 per annum.

The Company may not redeem the Series A Preferred Shares before September 2026, except in limited circumstances to preserve its status as a real estate investment trust for federal income tax purposes and except in certain circumstances upon the occurrence of a change of control of the Company. Beginning in September 2026, the Company, at its option, may redeem the Series A Preferred Shares, in whole or from time to time in part, by paying $25.00 per Depositary Share, plus any accrued and unpaid dividends. Upon the occurrence of a change in control of the Company, if the Company does not otherwise redeem the Series A Preferred Shares, the holders have a right to convert their shares into common stock of the Company at the $25.00 per share liquidation value, plus any accrued and unpaid dividends. This conversion value is limited by a share cap if the Company’s stock price falls below a certain threshold.

ATM Programs


			Net Proceeds Received
Program Year	Size ($ million)	Shares Issued	($ million)
2019	$400.0	5,172,872	$362.9
2020	$400.0	3,334,056	$209.5

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Note 7 – Dividends and Distributions Payable

The Company declared dividends of $2.604, $2.405 and $2.280 per share during the years ended December 31, 2021, 2020, and 2019; the dividends have been reflected for federal income tax purposes as follows:


For the Year Ended December 31,	****	2021		****	2020		****	2019
Ordinary Income		$	2.398		$	1.928		$	1.933
Return of Capital			0.206			0.477			0.347
Total		$	2.604		$	2.405		$	2.280

On December 1, 2021, the Company declared a dividend of $0.227 per share for the month ended December 31, 2021. The holders of Operating Partnership Common Units are entitled to an equal distribution per Operating Partnership Unit held. The monthly common dividend for December 2021 has been reflected as a reduction of stockholders’ equity and the distribution has been reflected as a reduction of the limited partners’ non-controlling interest. This dividend was paid on January 14, 2022.

The Company declared dividends of $0.30695 per Depositary Share during the year ended December 31, 2021, covering the periods subsequent to the September 2021 preferred stock issuance date (see Note 6- Common and Preferred Stock). These dividends were reflected entirely as ordinary income for federal income tax purposes.

On December 13, 2021, the Company declared a dividend of $0.08854 per Depositary Share for the month ended December 31, 2021. This monthly preferred dividend has been reflected as a reduction of stockholders’ equity and was paid on January 3, 2022.

Note 8 – Income Taxes

Uncertain Tax Positions

The Company is subject to the provisions of Financial Accounting Standards Board ASC Topic 740-10 (“ASC 740-10”) and has analyzed its various federal and state filing positions. The Company believes that its income tax filing positions and deductions are documented and supported. Additionally, the Company believes that its accruals for tax liabilities are adequate. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740-10. The Company’s Federal income tax returns are open for examination by taxing authorities for all tax years after December 31, 2017. The Company has elected to record related interest and penalties, if any, as income tax expense on the Consolidated Statements of Operations and Comprehensive Income. We have no material interest or penalties relating to income taxes recognized for years ended December 31, 2021, 2020, and 2019.

Deferred Taxes

As of December 31, 2018, the Company had accrued a deferred income tax liability in the amount of $0.5 million. This deferred income tax balance represents the federal and state tax effect of deferring income tax in 2007 on the sale of an asset under section 1031 of the Internal Revenue Code. This transaction was accrued within the Company’s TRS entities. During 2019, the Company restructured its ownership of the TRS to which the deferred tax liability was related, resulting in a reversal of the previously accrued amount.

Income Tax Expense

During the years ended December 31, 2021, 2020, and 2019, the Company recognized net federal and state income tax expense of approximately $2.4 million, $1.1 million and $0.5 million, respectively. The income tax expense recorded in 2021 includes additional tax expense of approximately $0.5 million relating to 2020 operations, recognized upon filing of the 2020 annual tax returns in 2021. F-28

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Note 9 – Derivative Instruments and Hedging Activity

Background

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risk, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and, to a limited extent, the use of derivative instruments. For additional information regarding the leveling of the Company’s derivatives, refer to Note 10 – Fair Value Measurements.

The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount.

Hedges of 2022 Planned Debt Issuance

In May and July 2021, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $300 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending December 2022. As of December 31, 2021, these interest rate swaps were valued as a liability of approximately $1.5 million.

Settlements of Hedges for Previous Debt Issuances

2020 Settlements – Hedging 2020 Debt Issuances

In June 2019, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending March 2021. In August 2020, the Company terminated the swap agreements upon the debt issuance, paying $16.1 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt.

In February 2020, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending March 2021. In August 2020, the Company terminated the swap agreements upon the debt issuance, paying $7.3 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt.

2021 Settlements – Hedging 2021 Debt Issuances

In August 2020, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100

million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending February 2022. In May 2021, the Company terminated the swap agreements upon the debt issuance, receiving $8.0 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt. F-29

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

In December 2020, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending February 2022. In May 2021, the Company terminated the swap agreements upon the debt issuance, receiving $5.6 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt.

In February 2021, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending February 2022. In May 2021, the Company terminated the swap agreements upon the debt issuance, receiving $3.1 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt.

2021 Settlements – Extinguishment of Term Loans

In July 2014, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $65 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company received from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 2.09%. These swaps effectively converted $65 million of variable-rate borrowings to fixed-rate borrowings from July 21, 2014 to July 21, 2021. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $0.3 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.

In June 2016, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $40 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company received from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 1.40%. This swap effectively converted $40 million of variable-rate borrowings to fixed-rate borrowings from August 1, 2016 to July 1, 2023. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $1.0 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.

In December 2018, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $100 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company received from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 2.66%. These swaps effectively converted $100 million of variable-rate borrowings to fixed-rate borrowings from December 27, 2018 to January 15, 2026. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $9.2 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.

In October 2019, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $65 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company received from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 1.4275%. This swap effectively converted $65 million of variable-rate borrowings to fixed-rate borrowings from July 12, 2021 to January 12, 2024. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $1.8 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.

Also in October 2019, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $35 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 1.4265%. This swap effectively converted $35 million of variable-rate F-30

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

borrowings to fixed-rate borrowings from September 29, 2020 to January 12, 2024. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $1.1 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.

See discussion of the 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes in Note 5 – Debt above.

Recognition

Companies are required to recognize all derivative instruments as either assets or liabilities at fair value on the balance sheet. The Company recognizes its derivatives within Other Assets, net and Accounts Payable, Accrued Expenses and Other Liabilities on the Consolidated Balance Sheets.

The Company recognizes all changes in fair value for hedging instruments designated and qualifying for cash flow hedge accounting treatment as a component of Other Comprehensive Income (OCI).

Amounts reported in accumulated OCI related to currently outstanding interest rate derivatives are recognized as an adjustment to income as interest payments are made on the Company’s variable-rate debt. Realized gains or losses on settled derivative instruments included in accumulated OCI are recognized as an adjustment over the term of the hedged debt transaction. During the next twelve months, the Company estimates that an additional $0.4 million will be reclassified as an increase to interest expense.

During 2021, the Company accelerated the reclassification of amounts in accumulated OCI into expense given that the hedged forecasted transactions were no longer likely to occur. During 2021, the Company accelerated a loss of $13.4 million out of OCI into earnings due to missed forecasted transactions associated with terminated swap agreements in connection with the early payoff of the hedged term loans (see 2021 Settlements – Extinguishment of Term Loans above).

The Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (presented in thousands, except number of instruments):


	Number of Instruments ^1^		Notional ^1^
	December 31,	December 31,	December 31,		December 31,
Interest Rate Derivatives	2021	2020	2021		2020
Interest rate swap	3	16	$	300,000	$	505,000

^1^ Number of Instruments and total Notional disclosed includes all interest rate swap agreements outstanding at the balance sheet date, including forward-starting swaps prior to their effective date.

The table below presents the estimated fair value of the Company’s derivative financial instruments as well as their classification in the Consolidated Balance Sheets (presented in thousands).


		Asset Derivatives
		December 31, 2021			December 31, 2020
	****	Fair Value		****	Fair Value
Derivatives designated as cash flow hedges:
Other Assets, net		$	1,868		$	2,286


		Liability Derivatives
		December 31, 2021			December 31, 2020
	****	Fair Value		****	Fair Value
Derivatives designated as cash flow hedges:
Accounts Payable, Accrued Expenses, and Other Liabilities		$	3,335		$	16,985

F-31

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

The table below presents the effect of the Company’s derivative financial instruments in the Consolidated Statements of Operations and Other Comprehensive Income for the years ended December 31, 2021, 2020, and 2019 (presented in thousands).


							Location of Income/(Loss)	Amount of Income/(Loss)
	Amount of Income/(Loss) Recognized						Reclassified from Accumulated	Reclassified from Accumulated
	in OCI on Derivative						OCI into Income	OCI into Expense
Year Ended December 31,	2021		2020		2019			2021		2020		2019
Interest rate swaps	$	14,958	$	(34,558)	$	(8,657)	Interest expense	$	15,973	$	4,562	$	(118)

							Loss on extinguishment of debt and settlement of related hedges	$	13,363	$	—	$	—

The Company does not use derivative instruments for trading or other speculative purposes and did not have any other derivative instruments or hedging activities as of December 31, 2021.

Credit Risk-related Contingent Features

The Company has agreements with its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.

As of December 31, 2021, the fair value of derivatives in a net liability position related to these agreements, which includes accrued interest but excludes any adjustment for nonperformance risk, was $1.7 million.

Although the derivative contracts are subject to master netting arrangements, which serve as credit mitigants to both the Company and its counterparties under certain situations, the Company does not net its derivative fair values or any existing rights or obligations to cash collateral on the Consolidated Balance Sheets.

The table below presents a gross presentation of the effects of offsetting and a net presentation of the Company’s derivatives as of December 31, 2021 and December 31, 2020. The gross amounts of derivative assets or liabilities can be reconciled to the Tabular Disclosure of Fair Values of Derivative Instruments above, which also provides the location that derivative assets and liabilities are presented on the Consolidated Balance Sheets (presented in thousands): F-32

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Offsetting of Derivative Assets
As of December 31, 2021


					Gross Amounts		****	Net Amounts of
					Offset in the			Assets presented			Gross Amounts Not Offset in the
		Gross Amounts		****	Statement of			in the Statement			Statement of Financial Position
		of Recognized			Financial			of Financial		****	Financial		****	Cash Collateral
	****	Assets			Position			Position			Instruments			Received		****	Net Amount
Derivatives		$	1,868		$	—		$	1,868		$	(1,679)		$	—		$	189

Offsetting of Derivative Liabilities
As of December 31, 2021


					Net Amounts of
			Gross Amounts		Liabilities
			Offset in the		presented in the		Gross Amounts Not Offset in the
	Gross Amounts		Statement of		Statement of		Statement of Financial Position
	of Recognized		Financial		Financial		Financial		Cash Collateral
	Liabilities		Position		Position		Instruments		Posted		Net Amount
Derivatives	$	3,335	$	—	$	3,335	$	(1,679)	$	—	$	1,656

Offsetting of Derivative Assets
As of December 31, 2020


			Gross Amounts		Net Amounts of
			Offset in the		Assets presented		Gross Amounts Not Offset in the
	Gross Amounts		Statement of		in the Statement		Statement of Financial Position
	of Recognized		Financial		of Financial		Financial		Cash Collateral
	Assets		Position		Position		Instruments		Received		Net Amount
Derivatives	$	2,286	$	—	$	2,286	$	(1,258)	$	—	$	1,028

Offsetting of Derivative Liabilities
As of December 31, 2020


								Net Amounts of
					Gross Amounts			Liabilities
					Offset in the			presented in the			Gross Amounts Not Offset in the
		Gross Amounts			Statement of			Statement of			Statement of Financial Position
		of Recognized			Financial			Financial			Financial			Cash Collateral
	****	Liabilities		****	Position		****	Position		****	Instruments		****	Posted		****	Net Amount
Derivatives		$	16,985		$	—		$	16,985		$	(1,258)		$	—		$	15,727

F-33

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Note 10 – Fair Value Measurements

Assets and Liabilities Measured at Fair Value

The Company accounts for fair values in accordance with ASC 820. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.

ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls, is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Derivative Financial Instruments

Currently, the Company uses interest rate swap agreements to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves.

To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2021, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. F-34

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and December 31, 2020 (presented in thousands):


	****	Total Fair Value		****	Level 2
December 31, 2021
Derivative assets - interest rate swaps		$	1,868		$	1,868
Derivative liabilities - interest rate swaps		$	3,335		$	3,335

December 31, 2020
Derivative assets - interest rate swaps		$	2,286		$	2,286
Derivative liabilities - interest rate swaps		$	16,985		$	16,985

Other Financial Instruments

The carrying values of cash and cash equivalents, receivables and accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments.

The Company estimated the fair value of its debt based on our incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt. The discount rate used to calculate the fair value of debt approximates current lending rates for loans and assumes the debt is outstanding through maturity. Since such amounts are estimates that are based on limited available market information for similar transactions, which is a Level 2 non-recurring measurement, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.

Fixed rate debt (including variable rate debt swapped to fixed, excluding the value of the derivatives) with carrying values of $1.53 billion and $1.13 billion as of December 31, 2021 and December 31, 2020, respectively, had fair values of approximately $1.60 billion and $1.28 billion, respectively. Variable rate debt’s fair value is estimated to be equal to the carrying values of $160.0 million and $92.0 million as of December 31, 2021 and December 31, 2020, respectively.

Note 11 – Equity Incentive Plan

In May 2020, the Company’s stockholders approved the Agree Realty Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”), which replaced the Agree Realty Corporation 2014 Omnibus Equity Incentive Plan (the “2014 Plan”). The 2020 Plan provides for the award to employees, directors and consultants of the Company of options, restricted stock, restricted stock units, stock appreciation rights, performance awards (which may take the form of performance units or performance shares) and other awards to acquire up to an aggregate of 700,000 shares of the Company’s common stock. All subsequent awards of equity or equity rights will be granted under the 2020 Plan, and no further awards will be made under the 2014 Plan. As of December 31, 2021, 488,069 shares of common stock were available for issuance under the 2020 Plan.

Restricted Stock

Shares of restricted common stock (“restricted shares”) have been granted to certain employees.

The holder of a restricted share award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares. The restricted shares vest over a five-year period based on continued service to the Company.

The Company estimates the fair value of restricted share grants at the date of grant and amortizes those amounts into expense on a straight-line basis or amount vested, if greater, over the appropriate vesting period. During 2021, 2020, and 2019 the Company recognized $3.5 million, $3.2 million and $3.0 million, respectively, of expense relating to restricted share grants. F-35

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

As of December 31, 2021, there was $8.6 million of unrecognized compensation costs related to the outstanding restricted shares, which is expected to be recognized over a weighted average period of 3.4 years. The Company used 0% for the forfeiture rate for determining the fair value of restricted stock. The intrinsic value of restricted shares redeemed was $1.8 million, $1.6 million and $1.4 million for the years ended December 31, 2021, 2020, and 2019, respectively.

Restricted share activity is summarized as follows:


	****	Shares	****	Weighted Average
		Outstanding		Grant Date
		(in thousands)		Fair Value
Unvested restricted stock at December 31, 2018		212		$	42.74

Restricted stock granted		54		$	65.85
Restricted stock vested		(70)		$	39.55
Restricted stock forfeited		(2)		$	54.08

Unvested restricted stock at December 31, 2019		194		$	50.71

Restricted stock granted		52		$	78.43
Restricted stock vested		(68)		$	45.78
Restricted stock forfeited		(3)		$	63.80

Unvested restricted stock at December 31, 2020		175		$	60.53

Restricted stock granted		87		$	65.23
Restricted stock vested		(64)		$	53.82
Restricted stock forfeited		(23)		$	63.88

Unvested restricted stock at December 31, 2021		175		$	64.90

Performance Units and Shares

Performance units were granted to certain executive officers during the years ended December 31, 2021, 2020 and 2019, while performance shares were granted prior to those years. Performance units or shares are subject to a three-year performance period, at the conclusion of which shares awarded are to be determined by the Company’s total shareholder return compared to the constituents of the MSCI US REIT Index and a defined peer group. 50% of the award is based upon the total shareholder return percentile rank versus the constituents in the MSCI US REIT index for the three-year performance period; and 50% of the award is based upon TSR percentile rank versus a specified net lease peer group for the three-year performance period. Vesting of the performance units and shares following their issuance will occur ratably over a three-year period, with the initial vesting occurring immediately following the conclusion of the performance period such that all units and shares vest within five years of the original award date.

The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model and compensation expense is amortized on an attribution method over a five-year period. Compensation expense related to performance units or shares is determined at the grant date and is not adjusted throughout the measurement or vesting periods. F-36

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

The Monte Carlo simulation pricing model for issued grants utilizes the following assumptions: (i) expected term (equal to the remaining performance measurement period at the grant date), (ii) volatility (based on historical volatility), and (iii) risk-free rate (interpolated based on 2-and 3- year rates). The Company used 0% for the forfeiture rate for determining the fair value of performance units and shares.

During the years ended December 31, 2021, 2020 and 2019 the following assumptions were used:


Year Ended December 31,	2021		2020		2019
Expected term (years)	2.9		2.9		2.9
Volatility	33.9	%	18.4	%	19.7	%
Risk-free rate	0.2	%	1.3	%	2.5	%

During the years ended December 31, 2021, 2020, and 2019, the Company recognized $1.2 million, $1.5 million and $0.9 million, respectively, of expense related to performance units and shares for which the three-year performance period has not yet been completed. As of December 31, 2021, there was $3.0 million of total unrecognized compensation costs related to the outstanding performance units and shares for which the three-year performance period has not yet been completed, which is expected to be recognized over a weighted average period of 3.1 years.

During the year ended December 31, 2021, the Company recognized $0.2 million of compensation expense related to performance units and shares for which the three-year performance period was completed. As of December 31, 2021, there was $0.1 million of total unrecognized compensation costs related to performance units and shares for which the three-year performance period has been completed, which is expected to be recognized over a weighted average period of 1.4 years.

Performance share and unit activity is summarized as follows:


	****	Target Number	****	Weighted Average
		of Awards		Grant Date
		(in thousands)		Fair Value
Performance shares at December 31, 2018		31		$	55.29

Performance units granted		30		$	66.96

Performance units and shares at December 31, 2019		61		$	61.04

Performance units granted		26		$	90.17

Performance units and shares at December 31, 2020		87		$	69.61

Performance units granted		43		$	63.42
Performance units and shares at December 31, 2021 - three-year performance period completed		(31)		$	55.29
Performance units and shares forfeited		(21)		$	68.79

Performance units and shares at December 31, 2021 - three-year performance period to be completed		78		$	63.35

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021


	Shares	****	Weighted Average
	Outstanding		Grant Date
	(in thousands)		Fair Value
Performance shares - three-year performance period completed but not yet vested at December 31, 2020	—		$	—

Shares earned at completion of three-year performance period (1)	47		$	55.29
Shares vested	(16)		$	55.29
Shares forfeited	(4)		$	55.29

Performance shares - three-year performance period completed but not yet vested December 31, 2021	27		$	55.29

(1)Performance shares granted in 2018 for which the three-year performance period was completed in 2021 paid out at the 150% maximum performance level

Note 12 – Commitments and Contingencies

In the ordinary course of business, we are party to various legal actions which we believe are routine in nature and incidental to the operation of our business. We believe that the outcome of the proceedings will not have a material adverse effect upon our consolidated financial position or results of operations.

Note 13 – Subsequent Events

In connection with the preparation of its financial statements, the Company has evaluated events that occurred subsequent to December 31, 2021 through the date on which these financial statements were issued to determine whether any of these events required disclosure in the financial statements.

There were no reportable subsequent events or transactions.

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Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Real Estate Held for Investment
Borman Center, MI			—			550,000			562,404			1,087,596			550,000			1,650,000			2,200,000			1,650,000		1977		40 Years
Capital Plaza, KY			—			7,379			2,240,607			8,812,549			7,379			11,053,156			11,060,535			1,653,387		1978		40 Years
Grayling Plaza, MI			—			200,000			1,778,657			143,997			200,000			1,922,654			2,122,654			1,628,016		1984		40 Years
Omaha Store, NE			—			150,000			—			—			150,000			—			150,000			—		1995
Wichita Store, KS			—			1,039,195			1,690,644			451,090			1,139,677			2,041,252			3,180,929			1,012,398		1995		40 Years
Monroeville, PA			—			6,332,158			2,249,724			(2,079,178)			3,153,890			3,348,814			6,502,704			1,458,209		1996		40 Years
Boynton Beach, FL			—			1,534,942			2,043,122			3,717,733			1,534,942			5,760,855			7,295,797			1,746,509		1996		40 Years
Chesterfield Township, MI			—			1,350,590			1,757,830			(46,164)			1,350,590			1,711,666			3,062,256			1,006,186		1998		40 Years
Pontiac, MI			—			1,144,190			1,808,955			(89,989)			1,144,190			1,718,966			2,863,156			990,717		1998		40 Years
Mt Pleasant Shopping Ctr, MI			—			907,600			8,081,968			6,917,843			1,872,803			14,034,608			15,907,411			5,133,745		1998		40 Years
Rochester, MI			—			2,438,740			2,188,050			1,950			2,438,740			2,190,000			4,628,740			1,231,853		1999		40 Years
Ypsilanti, MI			—			2,050,000			2,222,097			(3,494,709)			777,388			—			777,388			—		1999
Petoskey, MI			—			—			2,332,473			2,010,689			2,005,410			2,337,752			4,343,162			1,263,972		2000		40 Years
Flint, MI			—			2,026,625			1,879,700			(2,906,325)			683,392			316,608			1,000,000			—		2000		40 Years
Flint, MI			—			1,477,680			2,241,293			24,320			1,477,680			2,265,613			3,743,293			1,169,670		2001		40 Years
New Baltimore, MI			—			1,250,000			2,285,781			(16,503)			1,250,000			2,269,278			3,519,278			1,156,089		2001		40 Years
Flint, MI			1,435,925			1,729,851			1,798,091			660			1,729,851			1,798,751			3,528,602			886,221		2002		40 Years
Indianapolis, IN			—			180,000			1,117,617			108,551			180,000			1,226,168			1,406,168			586,253		2002		40 Years
Flint, MI			—			—			471,272			(201,809)			—			269,463			269,463			166,120		2003		40 Years
Canton Twp, MI			—			1,550,000			2,132,096			23,021			1,550,000			2,155,117			3,705,117			974,240		2003		40 Years
Flint, MI			1,664,211			1,537,400			1,961,674			—			1,537,400			1,961,674			3,499,074			874,660		2004		40 Years
Albion, NY			—			1,900,000			3,037,864			—			1,900,000			3,037,864			4,937,864			1,300,591		2004		40 Years
Flint, MI			1,272,314			1,029,000			2,165,463			(6,666)			1,029,000			2,158,797			3,187,797			924,191		2004		40 Years
Lansing, MI			—			785,000			348,501			3,045			785,000			351,546			1,136,546			153,764		2004		40 Years
Boynton Beach, FL			—			1,569,000			2,363,524			3,943,404			1,569,000			6,306,928			7,875,928			2,065,248		2004		40 Years
Roseville, MI			—			1,771,000			2,327,052			395			1,771,000			2,327,447			4,098,447			938,160		2005		40 Years
Mt Pleasant, MI			—			1,075,000			1,432,390			4,787			1,075,000			1,437,177			2,512,177			577,850		2005		40 Years
N Cape May, NJ			—			1,075,000			1,430,092			495			1,075,000			1,430,587			2,505,587			575,211		2005		40 Years
Summit Twp, MI			—			998,460			1,336,357			12,686			998,460			1,349,043			2,347,503			515,506		2006		40 Years
Barnesville, GA			—			932,500			2,091,514			5,490			932,500			2,097,004			3,029,504			744,842		2007		40 Years
East Lansing, MI			—			240,000			54,531			(54,531)			240,000			—			240,000			—		2007
Macomb Township, MI			—			424,222			—			—			424,222			—			424,222			—		2008
Brighton, MI			—			1,365,000			2,802,036			5,615			1,365,000			2,807,651			4,172,651			900,710		2009		40 Years
Southfield, MI			1,483,000			1,200,000			125,616			2,063			1,200,000			127,679			1,327,679			38,961		2009		40 Years
Atchison, KS			—			943,750			3,021,672			—			823,170			3,142,252			3,965,422			901,889		2010		40 Years
Johnstown, OH			—			485,000			2,799,502			—			485,000			2,799,502			3,284,502			804,858		2010		40 Years
Lake in the Hills, IL			—			2,135,000			3,328,560			—			1,690,000			3,773,560			5,463,560			1,079,338		2010		40 Years

F-39

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Concord, NC			—			7,676,305			—			—			7,676,305			—			7,676,305			—		2010
Antioch, IL			—			1,087,884			—			—			1,087,884			—			1,087,884			—		2010
Mansfield, CT			—			700,000			1,902,191			508			700,000			1,902,699			2,602,699			529,186		2010		40 Years
Spring Grove, IL			2,313,000			1,191,199			—			968			1,192,167			—			1,192,167			—		2010
Tallahassee, FL			1,628,000			—			1,482,462			—			—			1,482,462			1,482,462			409,218		2010		40 Years
Wilmington, NC			2,186,000			1,500,000			1,348,591			—			1,500,000			1,348,591			2,848,591			365,245		2011		40 Years
Marietta, GA			900,000			575,000			696,297			6,359			575,000			702,656			1,277,656			184,370		2011		40 Years
Baltimore, MD			2,534,000			2,610,430			—			(3,447)			2,606,983			—			2,606,983			—		2011
Dallas, TX			1,844,000			701,320			778,905			1,042,730			701,320			1,821,635			2,522,955			463,521		2011		40 Years
Chandler, AZ			—			332,868			793,898			360			332,868			794,258			1,127,126			203,566		2011		40 Years
New Lenox, IL			—			1,422,488			—			—			1,422,488			—			1,422,488			—		2011
Roseville, CA			4,752,000			2,800,000			3,695,455			(96,364)			2,695,636			3,703,455			6,399,091			956,662		2011		40 Years
Fort Walton Beach, FL			1,768,000			542,200			1,958,790			88,778			542,200			2,047,568			2,589,768			509,625		2011		40 Years
Leawood, KS			—			989,622			3,003,541			16,197			989,622			3,019,738			4,009,360			754,932		2011		40 Years
Salt Lake City, UT			—			—			6,810,104			(44,416)			—			6,765,688			6,765,688			1,726,894		2011		40 Years
Burton, MI			—			80,000			—			—			80,000			—			80,000			—		2011
Macomb Township, MI			1,793,000			1,605,134			—			—			1,605,134			—			1,605,134			—		2012
Madison, AL			1,552,000			675,000			1,317,927			—			675,000			1,317,927			1,992,927			329,481		2012		40 Years
Walker, MI			887,000			219,200			1,024,738			—			219,200			1,024,738			1,243,938			249,780		2012		40 Years
Portland, OR			—			7,969,403			—			161			7,969,564			—			7,969,564			—		2012
Cochran, GA			—			365,714			2,053,726			—			365,714			2,053,726			2,419,440			487,761		2012		40 Years
Baton Rouge, LA			—			—			1,188,322			—			—			1,188,322			1,188,322			284,702		2012		40 Years
Southfield, MI			—			1,178,215			—			—			1,178,215			—			1,178,215			—		2012
Clifton Heights, PA			—			2,543,941			3,038,561			(3,105)			2,543,941			3,035,456			5,579,397			717,762		2012		40 Years
Newark, DE			—			2,117,547			4,777,516			(4,881)			2,117,547			4,772,635			6,890,182			1,128,593		2012		40 Years
Vineland, NJ			—			4,102,710			1,501,854			7,986			4,102,710			1,509,840			5,612,550			357,018		2012		40 Years
Fort Mill, SC			—			750,000			1,187,380			—			750,000			1,187,380			1,937,380			279,528		2012		40 Years
Spartanburg, SC			—			250,000			765,714			4,387			250,000			770,101			1,020,101			181,440		2012		40 Years
Springfield, IL			—			302,520			653,654			49,741			302,520			703,395			1,005,915			159,815		2012		40 Years
Jacksonville, NC			—			676,930			1,482,748			(150,000)			676,930			1,332,748			2,009,678			338,474		2012		40 Years
Morrow, GA			—			525,000			1,383,489			(99,849)			525,000			1,283,640			1,808,640			297,467		2012		40 Years
Charlotte, NC			—			1,822,900			3,531,275			(570,844)			1,822,900			2,960,431			4,783,331			680,771		2012		40 Years
Lyons, GA			—			121,627			2,155,635			(103,392)			121,627			2,052,243			2,173,870			465,296		2012		40 Years
Fuquay-Varina, NC			—			2,042,225			1,763,768			(255,778)			2,042,225			1,507,990			3,550,215			342,972		2012		40 Years
Minneapolis, MN			—			1,088,015			345,958			71,142			826,635			678,480			1,505,115			16,962		2012		40 Years
Lake Zurich, IL			—			780,974			7,909,277			46,509			780,974			7,955,786			8,736,760			1,796,915		2012		40 Years
Harlingen, TX			—			430,000			1,614,378			12,854			430,000			1,627,232			2,057,232			366,125		2012		40 Years

F-40

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Pensacola, FL			—			650,000			1,165,415			23,957			650,000			1,189,372			1,839,372			265,733		2012		40 Years
Venice, FL			—			1,300,196			—			4,892			1,305,088			—			1,305,088			—		2012
St. Joseph, MO			—			377,620			7,639,521			—			377,620			7,639,521			8,017,141			1,702,976		2013		40 Years
Statham, GA			—			191,919			3,851,073			—			191,919			3,851,073			4,042,992			858,467		2013		40 Years
North Las Vegas, NV			—			214,552			717,435			28,999			214,552			746,434			960,986			163,530		2013		40 Years
Memphis, TN			—			322,520			748,890			—			322,520			748,890			1,071,410			165,383		2013		40 Years
Rancho Cordova, CA			—			1,339,612			—			—			1,339,612			—			1,339,612			—		2013
Kissimmee, FL			—			1,453,500			971,683			—			1,453,500			971,683			2,425,183			212,556		2013		40 Years
Pinellas Park, FL			—			2,625,000			874,542			4,163			2,625,000			878,705			3,503,705			188,484		2013		40 Years
Manchester, CT			—			397,800			325,705			—			397,800			325,705			723,505			70,571		2013		40 Years
Rapid City, SD			—			1,017,800			2,348,032			1,379			1,017,800			2,349,411			3,367,211			506,500		2013		40 Years
Chicago, IL			—			272,222			649,063			71,009			272,222			720,072			992,294			141,276		2013		40 Years
Brooklyn, OH			—			3,643,700			15,079,714			953,195			3,643,700			16,032,909			19,676,609			3,299,854		2013		40 Years
Madisonville, TX			—			96,680			1,087,642			18,200			96,680			1,105,842			1,202,522			234,610		2013		40 Years
Forest, MS			—			—			1,298,176			99,848			—			1,398,024			1,398,024			282,660		2013		40 Years
Sun Valley, NV			—			308,495			1,373,336			(51,008)			253,495			1,377,328			1,630,823			286,873		2013		40 Years
Rochester, NY			—			2,500,000			7,398,639			2,017			2,500,000			7,400,656			9,900,656			1,533,986		2013		40 Years
Allentown, PA			—			2,525,051			7,896,613			672,368			2,525,051			8,568,981			11,094,032			1,725,571		2013		40 Years
Casselberry, FL			—			1,804,000			793,101			(2,906)			1,804,000			790,195			2,594,195			166,700		2013		40 Years
Berwyn, IL			—			186,791			933,959			62,585			186,791			996,544			1,183,335			192,594		2013		40 Years
Grand Forks, ND			—			1,502,609			2,301,337			1,801,028			1,502,609			4,102,365			5,604,974			830,062		2013		40 Years
Ann Arbor, MI			—			3,000,000			4,595,757			277,040			3,000,000			4,872,797			7,872,797			984,087		2013		40 Years
Joplin, MO			—			1,208,225			1,160,843			—			1,208,225			1,160,843			2,369,068			237,004		2013		40 Years
Red Bay, AL			—			38,981			2,528,437			3,856			38,981			2,532,293			2,571,274			453,688		2014		40 Years
Birmingham, AL			—			230,106			231,313			(297)			230,106			231,016			461,122			40,910		2014		40 Years
Birmingham, AL			—			245,234			251,339			(324)			245,234			251,015			496,249			44,452		2014		40 Years
Birmingham, AL			—			98,271			179,824			—			98,271			179,824			278,095			31,844		2014		40 Years
Birmingham, AL			—			235,641			127,477			(313)			235,641			127,164			362,805			22,520		2014		40 Years
Montgomery, AL			—			325,389			217,850			—			325,389			217,850			543,239			38,578		2014		40 Years
Littleton, CO			4,622,391			819,000			8,756,266			(3,879,591)			819,000			4,876,675			5,695,675			1,462,670		2014		40 Years
St Petersburg, FL			—			1,225,000			1,025,247			6,592			1,225,000			1,031,839			2,256,839			199,641		2014		40 Years
St Augustine, FL			—			200,000			1,523,230			—			200,000			1,523,230			1,723,230			276,085		2014		40 Years
East Palatka, FL			—			730,000			575,236			6,911			730,000			582,147			1,312,147			105,473		2014		40 Years
Pensacola, FL			—			136,365			398,773			—			136,365			398,773			535,138			70,616		2014		40 Years
Fort Oglethorpe, GA			—			1,842,240			2,844,126			20,442			1,842,240			2,864,568			4,706,808			567,219		2014		40 Years
New Lenox, IL			—			2,010,000			6,206,252			107,873			2,010,000			6,314,125			8,324,125			1,134,427		2014		40 Years
Rockford, IL			—			303,395			2,436,873			(15,000)			303,395			2,421,873			2,725,268			440,465		2014		40 Years

F-41

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Terre Haute, IN			—			103,147			2,477,263			32,376			103,147			2,509,639			2,612,786			437,889		2014		40 Years
Junction City, KS			—			78,271			2,504,294			(30,565)			78,271			2,473,729			2,552,000			438,235		2014		40 Years
Baton Rouge, LA			—			226,919			347,691			—			226,919			347,691			574,610			61,570		2014		40 Years
Lincoln Park, MI			—			543,303			1,408,544			78,362			543,303			1,486,906			2,030,209			288,629		2014		40 Years
Novi, MI			—			1,803,857			1,488,505			22,490			1,803,857			1,510,995			3,314,852			264,389		2014		40 Years
Bloomfield Hills, MI			—			1,340,000			2,003,406			391,480			1,341,900			2,392,986			3,734,886			475,915		2014		40 Years
Jackson, MS			—			256,789			172,184			—			256,789			172,184			428,973			30,491		2014		40 Years
Irvington, NJ			—			315,000			1,313,025			—			315,000			1,313,025			1,628,025			254,397		2014		40 Years
Toledo, OH			—			500,000			1,372,363			(12)			500,000			1,372,351			1,872,351			265,892		2014		40 Years
Toledo, OH			—			213,750			754,675			—			213,750			754,675			968,425			139,929		2014		40 Years
Toledo, OH			—			168,750			785,000			16,477			168,750			801,477			970,227			148,436		2014		40 Years
Mansfield, OH			—			306,000			725,600			—			306,000			725,600			1,031,600			134,538		2014		40 Years
Orville, OH			—			344,250			716,600			—			344,250			716,600			1,060,850			132,869		2014		40 Years
Calcutta, OH			—			208,050			758,750			1,462			208,050			760,212			968,262			140,883		2014		40 Years
Columbus, OH			—			—			1,136,250			1,593,792			1,590,997			1,139,045			2,730,042			208,593		2014		40 Years
Tulsa, OK			—			459,148			640,550			(13,336)			459,148			627,214			1,086,362			123,220		2014		40 Years
Ligonier, PA			—			330,000			5,021,849			(9,500)			330,000			5,012,349			5,342,349			929,870		2014		40 Years
Limerick, PA			—			369,000			—			—			369,000			—			369,000			—		2014
Harrisburg, PA			—			124,757			1,446,773			11,175			124,757			1,457,948			1,582,705			255,059		2014		40 Years
Anderson, SC			—			781,200			4,441,535			261,624			775,732			4,708,627			5,484,359			933,177		2014		40 Years
Easley, SC			—			332,275			268,612			—			332,275			268,612			600,887			47,567		2014		40 Years
Spartanburg, SC			—			141,307			446,706			—			141,307			446,706			588,013			79,105		2014		40 Years
Spartanburg, SC			—			94,770			261,640			—			94,770			261,640			356,410			46,332		2014		40 Years
Columbia, SC			—			303,932			1,221,964			(13,830)			303,932			1,208,134			1,512,066			214,540		2014		40 Years
Alcoa, TN			—			329,074			270,719			—			329,074			270,719			599,793			47,940		2014		40 Years
Knoxville, TN			—			214,077			286,037			—			214,077			286,037			500,114			50,653		2014		40 Years
Red Bank, TN			—			229,100			302,146			—			229,100			302,146			531,246			53,504		2014		40 Years
New Tazewell, TN			—			91,006			328,561			5,074			91,006			333,635			424,641			58,378		2014		40 Years
Maryville, TN			—			94,682			1,529,621			57,945			94,682			1,587,566			1,682,248			274,132		2014		40 Years
Morristown, TN			—			46,404			801,506			4,990			46,404			806,496			852,900			141,128		2014		40 Years
Clinton, TN			—			69,625			1,177,927			11,564			69,625			1,189,491			1,259,116			208,150		2014		40 Years
Knoxville, TN			—			160,057			2,265,025			226,291			160,057			2,491,316			2,651,373			427,067		2014		40 Years
Sweetwater, TN			—			79,100			1,009,290			6,740			79,100			1,016,030			1,095,130			177,793		2014		40 Years
McKinney, TX			—			2,671,020			6,785,815			100,331			2,671,020			6,886,146			9,557,166			1,295,707		2014		40 Years
Forest, VA			—			282,600			956,027			—			282,600			956,027			1,238,627			179,254		2014		40 Years
Colonial Heights, VA			—			547,692			1,059,557			(5,963)			547,692			1,053,594			1,601,286			186,577		2014		40 Years
Glen Allen, VA			—			590,101			1,129,495			(6,867)			590,101			1,122,628			1,712,729			198,802		2014		40 Years

F-42

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Burlington, WA			—			610,000			3,647,279			(4,602)			610,000			3,642,677			4,252,677			646,446		2014		40 Years
Wausau, WI			—			909,092			1,405,899			79,841			909,092			1,485,740			2,394,832			273,694		2014		40 Years
Foley AL			—			305,332			506,203			9,380			305,332			515,583			820,915			89,943		2015		40 Years
Sulligent, AL			—			58,803			1,085,906			(432,709)			58,803			653,197			712,000			158,128		2015		40 Years
Eutaw, AL			—			103,746			1,212,006			(377,526)			103,746			834,480			938,226			183,273		2015		40 Years
Tallassee, AL			—			154,437			850,448			11,125			154,437			861,573			1,016,010			144,770		2015		40 Years
Orange Park, AL			—			649,652			1,775,000			9,664			649,652			1,784,664			2,434,316			281,203		2015		40 Years
Pace, FL			—			37,860			524,400			6,970			37,860			531,370			569,230			91,506		2015		40 Years
Pensacola, FL			—			309,607			775,084			(25)			309,607			775,059			1,084,666			133,831		2015		40 Years
Freeport, FL			—			312,615			1,277,386			—			312,615			1,277,386			1,590,001			207,575		2015		40 Years
Glenwood, GA			—			29,489			1,027,370			(416,000)			29,489			611,370			640,859			144,723		2015		40 Years
Albany, GA			—			47,955			641,123			—			47,955			641,123			689,078			108,109		2015		40 Years
Belvidere, IL			—			184,136			644,492			—			184,136			644,492			828,628			108,645		2015		40 Years
Peru, IL			—			380,254			2,125,498			—			380,254			2,125,498			2,505,752			332,109		2015		40 Years
Davenport, IA			—			776,366			6,623,542			(117,790)			776,366			6,505,752			7,282,118			1,069,899		2015		40 Years
Buffalo Center, IA			—			159,353			700,460			—			159,353			700,460			859,813			112,366		2015		40 Years
Sheffield, IA			—			131,794			729,543			—			131,794			729,543			861,337			117,031		2015		40 Years
Lenexa, KS			—			303,175			2,186,864			—			303,175			2,186,864			2,490,039			328,030		2015		40 Years
Tompkinsville , KY			—			70,252			1,132,033			(164,520)			70,252			967,513			1,037,765			183,285		2015		40 Years
Hazard, KY			—			8,392,841			13,731,648			(16,857)			8,375,591			13,732,041			22,107,632			2,059,802		2015		40 Years
Portland, MA			—			—			3,831,860			3,172			—			3,835,032			3,835,032			623,153		2015		40 Years
Flint, MI			—			120,078			2,561,015			20,490			120,078			2,581,505			2,701,583			387,226		2015		40 Years
Hutchinson, MN			—			67,914			720,799			—			67,914			720,799			788,713			115,628		2015		40 Years
Lowry City, MO			—			103,202			614,065			—			103,202			614,065			717,267			99,785		2015		40 Years
Branson, MO			—			564,066			940,585			175			564,066			940,760			1,504,826			145,033		2015		40 Years
Branson, MO			—			721,135			717,081			940			721,135			718,021			1,439,156			110,687		2015		40 Years
Enfield, NH			—			93,628			1,295,320			52,741			93,628			1,348,061			1,441,689			229,235		2015		40 Years
Marietta, OH			—			319,157			1,225,026			—			319,157			1,225,026			1,544,183			206,665		2015		40 Years
Franklin, OH			—			264,153			1,191,777			—			264,153			1,191,777			1,455,930			196,147		2015		40 Years
Elyria, OH			—			82,023			910,404			—			82,023			910,404			992,427			147,941		2015		40 Years
Elyria, OH			—			126,641			695,072			—			126,641			695,072			821,713			112,949		2015		40 Years
Bedford Heights, OH			—			226,920			959,528			(26,197)			226,920			933,331			1,160,251			157,574		2015		40 Years
Newburgh Heights, OH			—			224,040			959,099			—			224,040			959,099			1,183,139			153,855		2015		40 Years
Warrensville Heights, OH			—			186,209			920,496			4,900			186,209			925,396			1,111,605			150,154		2015		40 Years
Heath, OH			—			325,381			757,994			135			325,381			758,129			1,083,510			116,878		2015		40 Years
Lima, OH			—			335,386			592,154			2,833			335,386			594,987			930,373			89,248		2015		40 Years
Elk City, OK			—			45,212			1,242,220			—			45,212			1,242,220			1,287,432			204,448		2015		40 Years

F-43

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																												Which
																					****							Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Salem, OR			—			1,450,000			2,951,167			1,346,640			1,450,000			4,297,807			5,747,807			644,677		2015		40 Years
Westfield, PA			—			47,346			1,117,723			10,973			47,346			1,128,696			1,176,042			194,270		2015		40 Years
Altoona, PA			—			555,903			9,489,791			1,017			555,903			9,490,808			10,046,711			1,482,924		2015		40 Years
Grindstone, PA			—			288,246			500,379			10,151			288,246			510,530			798,776			76,530		2015		40 Years
Liberty, SC			—			27,929			1,222,856			90			27,929			1,222,946			1,250,875			206,284		2015		40 Years
Blacksburg, SC			—			27,547			1,468,101			—			27,547			1,468,101			1,495,648			244,684		2015		40 Years
Easley, SC			—			51,325			1,187,506			—			51,325			1,187,506			1,238,831			195,444		2015		40 Years
Fountain Inn, SC			—			107,633			1,076,633			—			107,633			1,076,633			1,184,266			177,196		2015		40 Years
Walterboro, SC			—			21,414			1,156,820			—			21,414			1,156,820			1,178,234			190,393		2015		40 Years
Jackson, TN			—			277,000			495,103			80,423			277,000			575,526			852,526			75,815		2015		40 Years
Brenham, TX			—			355,486			17,280,895			581			355,486			17,281,476			17,636,962			2,880,207		2015		40 Years
Corpus Christi, TX			—			316,916			2,140,056			—			316,916			2,140,056			2,456,972			338,842		2015		40 Years
Harlingen, TX			—			126,102			869,779			—			126,102			869,779			995,881			137,715		2015		40 Years
Midland, TX			—			194,174			5,005,720			2,000			194,174			5,007,720			5,201,894			782,431		2015		40 Years
Rockwall, TX			—			578,225			1,768,930			210			578,225			1,769,140			2,347,365			265,367		2015		40 Years
Princeton, WV			—			111,653			1,029,090			—			111,653			1,029,090			1,140,743			173,597		2015		40 Years
Martinsburg, WV			—			620,892			943,163			—			620,892			943,163			1,564,055			141,474		2015		40 Years
Grand Chute, WI			—			2,766,417			7,084,942			342,188			2,766,417			7,427,130			10,193,547			1,210,229		2015		40 Years
New Richmond, WI			—			71,969			648,850			—			71,969			648,850			720,819			105,438		2015		40 Years
Baraboo, WI			—			142,563			653,176			—			142,563			653,176			795,739			104,780		2015		40 Years
Decatur, AL			—			337,738			510,706			—			337,738			510,706			848,444			65,966		2016		40 Years
Greenville, AL			—			203,722			905,780			9,911			203,722			915,691			1,119,413			114,418		2016		40 Years
Bullhead City, AZ			—			177,500			1,364,406			—			177,500			1,364,406			1,541,906			196,121		2016		40 Years
Page, AZ			—			256,982			1,299,283			—			256,982			1,299,283			1,556,265			186,772		2016		40 Years
Safford, AZ			—			349,269			1,196,307			676			349,269			1,196,983			1,546,252			161,883		2016		40 Years
Tucson, AZ			—			3,208,580			4,410,679			—			3,208,580			4,410,679			7,619,259			606,468		2016		40 Years
Bentonville, AR			—			610,926			897,562			170			610,926			897,732			1,508,658			129,074		2016		40 Years
Sunnyvale, CA			—			7,351,903			4,638,432			194			7,351,903			4,638,626			11,990,529			647,327		2016		40 Years
Whittier, CA			—			4,237,918			7,343,869			—			4,237,918			7,343,869			11,581,787			1,025,082		2016		40 Years
Aurora, CO			—			847,349			834,301			7,770			847,349			842,071			1,689,420			104,806		2016		40 Years
Aurora, CO			—			1,132,676			5,716,367			247,122			1,132,676			5,963,489			7,096,165			731,887		2016		40 Years
Evergreen, CO			—			1,998,860			3,827,245			—			1,998,860			3,827,245			5,826,105			534,220		2016		40 Years
Lakeland, FL			—			61,000			1,227,037			—			61,000			1,227,037			1,288,037			158,492		2016		40 Years
Mt Dora, FL			—			1,678,671			3,691,615			340,000			1,678,671			4,031,615			5,710,286			550,705		2016		40 Years
North Miami Beach, FL			—			1,622,742			512,717			11,240			1,622,742			523,957			2,146,699			65,417		2016		40 Years
Orlando, FL			—			903,411			1,627,159			(24,843)			903,411			1,602,316			2,505,727			213,560		2016		40 Years
Port Orange, FL			—			1,493,863			3,114,697			237,695			1,493,863			3,352,392			4,846,255			442,683		2016		40 Years

F-44

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Royal Palm Beach, FL			—			2,052,463			956,768			20,576			2,052,463			977,344			3,029,807			132,264		2016		40 Years
Sarasota, FL			—			1,769,175			3,587,992			139,891			1,769,175			3,727,883			5,497,058			524,139		2016		40 Years
Venice, FL			—			281,936			1,291,748			676			281,936			1,292,424			1,574,360			172,153		2016		40 Years
Vero Beach, FL			—			4,469,033			—			—			4,469,033			—			4,469,033			—		2016
Dalton, GA			—			211,362			220,927			—			211,362			220,927			432,289			30,359		2016		40 Years
Crystal Lake, IL			—			2,446,521			7,012,819			69,827			2,446,521			7,082,646			9,529,167			894,312		2016		40 Years
Glenwood, IL			—			815,483			970,108			—			815,483			970,108			1,785,591			125,306		2016		40 Years
Morris, IL			—			1,206,749			2,062,495			—			1,206,749			2,062,495			3,269,244			287,890		2016		40 Years
Bicknell, IN			—			215,037			2,381,471			—			215,037			2,381,471			2,596,508			317,440		2016		40 Years
Fort Wayne, IN			—			711,430			1,258,357			(10,000)			711,430			1,248,357			1,959,787			184,653		2016		40 Years
Indianapolis, IN			—			734,434			970,175			(2,700)			734,434			967,475			1,701,909			139,234		2016		40 Years
Des Moines, IA			—			322,797			1,374,153			—			322,797			1,374,153			1,696,950			191,809		2016		40 Years
Frankfort, KY			—			—			514,277			—			514,277			—			514,277			—		2016
DeRidder, LA			—			814,891			2,156,542			480			814,891			2,157,022			2,971,913			296,607		2016		40 Years
Lake Charles, LA			—			1,308,418			4,235,719			5,761			1,308,418			4,241,480			5,549,898			538,902		2016		40 Years
Shreveport, LA			—			891,872			2,058,257			—			891,872			2,058,257			2,950,129			283,020		2016		40 Years
Marshall, MI			—			339,813			—			—			339,813			—			339,813			—		2016
Mt Pleasant, MI			—			—			511,282			(254)			511,028			—			511,028			—		2016
Norton Shores, MI			—			495,605			667,982			42,874			495,605			710,856			1,206,461			90,762		2016		40 Years
Portage, MI			—			262,181			1,102,990			—			262,181			1,102,990			1,365,171			149,363		2016		40 Years
Stephenson, MI			—			223,152			1,044,947			270			223,152			1,045,217			1,268,369			130,650		2016		40 Years
Sterling, MI			—			127,844			905,607			25,464			127,844			931,071			1,058,915			120,077		2016		40 Years
Eagle Bend, MN			—			96,558			1,165,437			—			96,558			1,165,437			1,261,995			152,914		2016		40 Years
Brandon, MS			—			428,464			969,346			—			428,464			969,346			1,397,810			137,324		2016		40 Years
Clinton, MS			—			370,264			1,057,143			—			370,264			1,057,143			1,427,407			149,762		2016		40 Years
Columbus, MS			—			1,103,458			2,128,089			(2,105)			1,103,458			2,125,984			3,229,442			311,696		2016		40 Years
Holly Springs, MS			—			413,316			952,574			—			413,316			952,574			1,365,890			130,870		2016		40 Years
Jackson, MS			—			242,796			963,188			—			242,796			963,188			1,205,984			136,452		2016		40 Years
Jackson, MS			—			732,944			2,862,813			33,902			732,944			2,896,715			3,629,659			379,551		2016		40 Years
Meridian, MS			—			396,329			1,152,729			—			396,329			1,152,729			1,549,058			163,284		2016		40 Years
Pearl, MS			—			299,839			616,351			7,355			299,839			623,706			923,545			77,913		2016		40 Years
Ridgeland, MS			—			407,041			864,498			—			407,041			864,498			1,271,539			122,471		2016		40 Years
Bowling Green, MO			—			360,201			2,809,170			5,000			360,201			2,814,170			3,174,371			368,728		2016		40 Years
St Robert, MO			—			394,859			1,305,366			24,333			394,859			1,329,699			1,724,558			167,132		2016		40 Years
Beatty, NV			—			198,928			1,265,084			8,051			198,928			1,273,135			1,472,063			166,991		2016		40 Years
Alamogordo, NM			—			654,965			2,716,166			4,436			654,965			2,720,602			3,375,567			357,410		2016		40 Years
Alamogordo, NM			—			524,763			941,615			7,522			524,763			949,137			1,473,900			120,580		2016		40 Years

F-45

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Alcalde, NM			—			435,486			836,499			—			435,486			836,499			1,271,985			104,562		2016		40 Years
Cimarron, NM			—			345,693			1,236,437			7,613			345,693			1,244,050			1,589,743			158,058		2016		40 Years
La Luz, NM			—			487,401			835,455			—			487,401			835,455			1,322,856			106,172		2016		40 Years
Fayetteville, NC			—			1,267,529			2,527,462			16,897			1,267,529			2,544,359			3,811,888			323,179		2016		40 Years
Gastonia, NC			—			401,119			979,803			1,631			401,119			981,434			1,382,553			124,724		2016		40 Years
Devils Lake, ND			—			323,508			1,133,773			955			323,508			1,134,728			1,458,236			150,895		2016		40 Years
Cambridge, OH			—			168,717			1,113,232			—			168,717			1,113,232			1,281,949			162,346		2016		40 Years
Columbus, OH			—			1,109,044			1,291,313			—			1,109,044			1,291,313			2,400,357			177,488		2016		40 Years
Grove City, OH			—			334,032			176,274			—			334,032			176,274			510,306			24,222		2016		40 Years
Lorain, OH			—			808,162			1,390,481			10,000			808,162			1,400,481			2,208,643			202,548		2016		40 Years
Reynoldsburg, OH			—			843,336			1,197,966			—			843,336			1,197,966			2,041,302			164,667		2016		40 Years
Springfield, OH			—			982,451			3,957,512			7,191			982,451			3,964,703			4,947,154			576,567		2016		40 Years
Ardmore, OK			—			571,993			1,590,151			—			571,993			1,590,151			2,162,144			221,960		2016		40 Years
Dillon, SC			—			85,896			1,697,160			—			85,896			1,697,160			1,783,056			251,038		2016		40 Years
Jasper, TN			—			190,582			966,125			6,888			190,582			973,013			1,163,595			121,603		2016		40 Years
Carthage, TX			—			597,995			1,965,290			14,204			597,995			1,979,494			2,577,489			270,234		2016		40 Years
Cedar Park, TX			—			1,386,802			4,656,229			756,188			1,410,827			5,388,392			6,799,219			749,866		2016		40 Years
Granbury, TX			—			944,223			2,362,540			—			944,223			2,362,540			3,306,763			324,857		2016		40 Years
Hemphill, TX			—			250,503			1,955,918			11,886			250,503			1,967,804			2,218,307			257,896		2016		40 Years
Lampasas, TX			—			245,312			1,063,701			37,258			245,312			1,100,959			1,346,271			150,572		2016		40 Years
Lubbock, TX			—			1,501,556			2,341,031			—			1,501,556			2,341,031			3,842,587			321,902		2016		40 Years
Odessa, TX			—			921,043			2,434,384			5,615			921,043			2,439,999			3,361,042			335,310		2016		40 Years
Port Arthur, TX			—			1,889,732			8,121,417			93,857			1,889,732			8,215,274			10,105,006			1,090,714		2016		40 Years
Provo, UT			—			1,692,785			5,874,584			43,650			1,692,785			5,918,234			7,611,019			807,093		2016		40 Years
Tappahannock, VA			—			1,076,745			14,904			—			1,076,745			14,904			1,091,649			2,022		2016		40 Years
Manitowoc, WI			—			879,237			4,467,960			—			879,237			4,467,960			5,347,197			595,578		2016		40 Years
Oak Creek, WI			—			487,277			3,082,180			139,675			487,277			3,221,855			3,709,132			469,187		2016		40 Years
Oxford, AL			—			148,407			641,820			—			148,407			641,820			790,227			74,851		2017		40 Years
Oxford, AL			—			255,786			7,273,871			81,627			255,786			7,355,498			7,611,284			854,163		2017		40 Years
Oxford, AL			—			24,875			600,936			(16,074)			24,875			584,862			609,737			69,506		2017		40 Years
Jonesboro, AR			—			3,656,554			3,219,456			11,058			3,656,554			3,230,514			6,887,068			341,777		2017		40 Years
Lowell, AR			—			949,519			1,435,056			10,229			949,519			1,445,285			2,394,804			144,465		2017		40 Years
Southington, CT			—			1,088,181			1,287,837			185,818			1,088,181			1,473,655			2,561,836			142,003		2017		40 Years
Millsboro, DE			—			3,501,109			—			(20,531)			3,480,578			—			3,480,578			—		2017
Jacksonville, FL			—			2,298,885			2,894,565			29,661			2,298,885			2,924,226			5,223,111			298,406		2017		40 Years
Orange Park, FL			—			214,858			2,304,095			—			214,858			2,304,095			2,518,953			259,184		2017		40 Years
Port Richey, FL			—			1,140,182			1,649,773			—			1,140,182			1,649,773			2,789,955			185,588		2017		40 Years

F-46

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Americus, GA			—			1,318,463			—			—			1,318,463			—			1,318,463			—		2017
Brunswick, GA			—			1,279,688			2,158,863			205			1,279,688			2,159,068			3,438,756			256,229		2017		40 Years
Brunswick, GA			—			126,335			1,626,530			—			126,335			1,626,530			1,752,865			166,042		2017		40 Years
Buford, GA			—			341,860			1,023,813			—			341,860			1,023,813			1,365,673			115,147		2017		40 Years
Carrollton, GA			—			597,465			886,644			—			597,465			886,644			1,484,109			97,816		2017		40 Years
Decatur, GA			—			558,859			1,429,106			—			558,859			1,429,106			1,987,965			145,888		2017		40 Years
Metter, GA			—			256,743			766,818			—			256,743			766,818			1,023,561			84,625		2017		40 Years
Villa Rica, GA			—			410,936			1,311,444			—			410,936			1,311,444			1,722,380			150,243		2017		40 Years
Chicago, IL			—			2,899,155			9,822,986			—			2,899,155			9,822,986			12,722,141			1,166,401		2017		40 Years
Chicago, IL			—			2,081,151			5,197,315			—			2,081,151			5,197,315			7,278,466			616,821		2017		40 Years
Galesburg, IL			—			214,280			979,108			—			214,280			979,108			1,193,388			110,131		2017		40 Years
Mundelein, IL			—			1,238,743			—			—			1,238,743			—			1,238,743			—		2017
Mundelein, IL			—			1,743,222			—			—			1,743,222			—			1,743,222			—		2017
Mundelein, IL			—			1,803,068			—			—			1,803,068			—			1,803,068			—		2017
Springfield, IL			—			574,805			1,554,786			9,660			574,805			1,564,446			2,139,251			155,781		2017		40 Years
Woodstock, IL			—			683,419			1,002,207			284			683,419			1,002,491			1,685,910			102,335		2017		40 Years
Frankfort, IN			—			50,458			2,008,275			—			50,458			2,008,275			2,058,733			234,299		2017		40 Years
Kokomo, IN			—			95,196			1,484,778			(30,615)			95,196			1,454,163			1,549,359			150,232		2017		40 Years
Nashville, IN			—			484,117			2,458,215			—			484,117			2,458,215			2,942,332			276,311		2017		40 Years
Roeland Park, KS			—			7,829,806			—			(1,247,898)			6,581,908			—			6,581,908			—		2017
Georgetown, KY			—			1,996,456			6,315,768			928			1,996,456			6,316,696			8,313,152			717,658		2017		40 Years
Hopkinsville, KY			—			413,269			996,619			—			413,269			996,619			1,409,888			112,095		2017		40 Years
Salyersville, KY			—			289,663			906,455			596			289,663			907,051			1,196,714			103,846		2017		40 Years
Amite, LA			—			601,238			1,695,242			—			601,238			1,695,242			2,296,480			194,198		2017		40 Years
Bossier City, LA			—			797,899			2,925,864			146			797,899			2,926,010			3,723,909			298,694		2017		40 Years
Kenner, LA			—			323,188			859,298			—			323,188			859,298			1,182,486			91,160		2017		40 Years
Mandeville, LA			—			834,891			1,294,812			(795)			834,891			1,294,017			2,128,908			137,514		2017		40 Years
New Orleans, LA			—			—			6,846,313			—			—			6,846,313			6,846,313			770,170		2017		40 Years
Baltimore, MD			—			782,819			745,092			7,968			782,819			753,060			1,535,879			77,611		2017		40 Years
Canton, MI			—			3,655,296			—			14,162,109			7,345,761			10,471,644			17,817,405			1,007,630		2017		40 Years
Grand Rapids, MI			—			7,015,035			—			2,635,983			1,750,000			7,901,018			9,651,018			691,339		2017		40 Years
Bloomington, MN			—			1,491,302			—			619			1,491,921			—			1,491,921			—		2017
Monticello, MN			—			449,025			979,816			9,368			449,025			989,184			1,438,209			121,164		2017		40 Years
Mountain Iron, MN			—			177,918			1,139,849			—			177,918			1,139,849			1,317,767			128,216		2017		40 Years
Gulfport, MS			—			671,824			1,176,505			—			671,824			1,176,505			1,848,329			134,790		2017		40 Years
Jackson, MS			—			802,230			1,434,997			—			802,230			1,434,997			2,237,227			164,404		2017		40 Years
McComb, MS			—			67,026			685,426			—			67,026			685,426			752,452			77,065		2017		40 Years

F-47

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Kansas City, MO			—			1,390,880			1,588,573			—			1,390,880			1,588,573			2,979,453			197,896		2017		40 Years
Springfield, MO			—			616,344			2,448,360			13,285			616,344			2,461,645			3,077,989			246,081		2017		40 Years
St. Charles, MO			—			736,242			2,122,426			282,034			736,242			2,404,460			3,140,702			287,399		2017		40 Years
St. Peters, MO			—			1,364,670			—			—			1,364,670			—			1,364,670			—		2017
Boulder City, NV			—			566,639			993,399			—			566,639			993,399			1,560,038			111,681		2017		40 Years
Egg Harbor, NJ			—			520,510			1,087,374			—			520,510			1,087,374			1,607,884			129,103		2017		40 Years
Secaucus, NJ			—			19,915,781			17,306,541			84,023			19,915,781			17,390,564			37,306,345			1,738,227		2017		40 Years
Sewell, NJ			—			1,809,771			6,892,134			—			1,809,771			6,892,134			8,701,905			775,358		2017		40 Years
Santa Fe, NM			—			1,072,340			4,013,237			606			1,072,340			4,013,843			5,086,183			501,638		2017		40 Years
Statesville, NC			—			287,467			867,849			—			287,467			867,849			1,155,316			104,861		2017		40 Years
Jacksonville, NC			—			308,321			875,652			31,340			308,321			906,992			1,215,313			104,526		2017		40 Years
Minot, ND			—			928,796			1,619,726			—			928,796			1,619,726			2,548,522			185,535		2017		40 Years
Grandview Heights, OH			—			1,276,870			8,557,690			(20,518)			1,276,870			8,537,172			9,814,042			979,556		2017		40 Years
Hillard, OH			—			1,001,228			—			—			1,001,228			—			1,001,228			—		2017
Edmond, OK			—			1,063,243			3,816,155			9,878			1,063,243			3,826,033			4,889,276			397,845		2017		40 Years
Oklahoma City, OK			—			868,648			1,820,174			7,835			868,648			1,828,009			2,696,657			198,242		2017		40 Years
Erie, PA			—			425,267			1,284,883			—			425,267			1,284,883			1,710,150			139,063		2017		40 Years
Pittsburgh, PA			—			692,454			2,509,358			—			692,454			2,509,358			3,201,812			282,126		2017		40 Years
Sumter, SC			—			132,204			1,095,478			—			132,204			1,095,478			1,227,682			125,497		2017		40 Years
Chattanooga, TN			—			2,089,237			3,595,808			195			2,089,237			3,596,003			5,685,240			367,089		2017		40 Years
Etowah, TN			—			74,057			862,436			16,053			74,057			878,489			952,546			105,089		2017		40 Years
Memphis, TN			—			1,661,764			3,874,356			(250)			1,661,764			3,874,106			5,535,870			468,075		2017		40 Years
Alamo, TX			—			104,878			821,355			13,274			104,878			834,629			939,507			83,380		2017		40 Years
Andrews, TX			—			172,373			817,252			(292)			172,373			816,960			989,333			97,019		2017		40 Years
Arlington, TX			—			497,852			1,601,007			1,783			497,852			1,602,790			2,100,642			183,577		2017		40 Years
Canyon Lake, TX			—			382,522			1,026,179			(281)			382,522			1,025,898			1,408,420			102,592		2017		40 Years
Corpus Christi, TX			—			185,375			1,413,298			—			185,375			1,413,298			1,598,673			161,789		2017		40 Years
Fort Stockton, TX			—			185,474			1,186,339			—			185,474			1,186,339			1,371,813			135,904		2017		40 Years
Fort Worth, TX			—			1,016,587			4,622,507			257,308			1,016,587			4,879,815			5,896,402			521,090		2017		40 Years
Lufkin, TX			—			1,497,171			4,948,906			4,088			1,497,171			4,952,994			6,450,165			588,349		2017		40 Years
Newport News, VA			—			2,458,053			5,390,475			758,009			2,458,053			6,148,484			8,606,537			759,142		2017		40 Years
Appleton, WI			—			417,249			1,525,582			9,779			417,249			1,535,361			1,952,610			171,935		2017		40 Years
Onalaska, WI			—			821,084			2,651,772			—			821,084			2,651,772			3,472,856			303,793		2017		40 Years
Athens, AL			—			253,858			1,204,570			—			253,858			1,204,570			1,458,428			90,343		2018		40 Years
Birmingham, AL			—			1,635,912			2,739,834			—			1,635,912			2,739,834			4,375,746			256,833		2018		40 Years
Boaz, AL			—			379,197			898,689			—			379,197			898,689			1,277,886			84,168		2018		40 Years
Roanoke, AL			—			110,924			938,451			—			110,924			938,451			1,049,375			76,324		2018		40 Years

F-48

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Selma, AL			—			206,831			1,790,939			(24,494)			206,831			1,766,445			1,973,276			133,096		2018		40 Years
Maricopa, AZ			—			2,166,955			9,505,724			14,600			2,166,955			9,520,324			11,687,279			733,175		2018		40 Years
Parker, AZ			—			322,510			1,159,624			1,163			322,510			1,160,787			1,483,297			103,896		2018		40 Years
St. Michaels, AZ			—			127,874			1,043,962			12,012			127,874			1,055,974			1,183,848			84,582		2018		40 Years
Little Rock, AR			—			390,921			856,987			—			390,921			856,987			1,247,908			64,274		2018		40 Years
Grand Junction, CO			—			835,792			1,915,976			—			835,792			1,915,976			2,751,768			143,698		2018		40 Years
Brookfield, CT			—			343,489			835,106			—			343,489			835,106			1,178,595			62,633		2018		40 Years
Manchester, CT			—			316,847			558,659			—			316,847			558,659			875,506			41,899		2018		40 Years
Waterbury, CT			—			663,667			607,457			—			663,667			607,457			1,271,124			45,559		2018		40 Years
Apopka, FL			—			587,585			2,363,721			73,672			587,585			2,437,393			3,024,978			182,322		2018		40 Years
Cape Coral, FL			—			554,721			1,009,404			—			554,721			1,009,404			1,564,125			75,705		2018		40 Years
Crystal River, FL			—			369,723			1,015,324			—			369,723			1,015,324			1,385,047			99,406		2018		40 Years
DeFuniak Springs, FL			—			226,898			835,016			7,130			226,898			842,146			1,069,044			66,596		2018		40 Years
Eustis, FL			—			649,394			1,580,694			—			649,394			1,580,694			2,230,088			118,552		2018		40 Years
Hollywood, FL			—			895,783			947,204			—			895,783			947,204			1,842,987			71,040		2018		40 Years
Homestead, FL			—			650,821			948,265			—			650,821			948,265			1,599,086			71,120		2018		40 Years
Jacksonville, FL			—			827,799			1,554,516			—			827,799			1,554,516			2,382,315			116,589		2018		40 Years
Marianna, FL			—			257,760			886,801			—			257,760			886,801			1,144,561			66,510		2018		40 Years
Melbourne, FL			—			497,607			1,549,974			—			497,607			1,549,974			2,047,581			116,248		2018		40 Years
Merritt Island, FL			—			598,790			988,114			—			598,790			988,114			1,586,904			80,284		2018		40 Years
St. Petersburg, FL			—			958,547			902,502			—			958,547			902,502			1,861,049			77,032		2018		40 Years
Tampa, FL			—			488,002			1,209,902			—			488,002			1,209,902			1,697,904			103,346		2018		40 Years
Tampa, FL			—			703,273			1,283,951			—			703,273			1,283,951			1,987,224			96,296		2018		40 Years
Titusville, FL			—			137,421			1,017,394			12,059			137,421			1,029,453			1,166,874			77,134		2018		40 Years
Winter Haven, FL			—			832,247			1,433,449			—			832,247			1,433,449			2,265,696			107,509		2018		40 Years
Albany, GA			—			448,253			1,462,641			6,023			448,253			1,468,664			1,916,917			110,109		2018		40 Years
Austell, GA			—			1,162,782			7,462,351			—			1,162,782			7,462,351			8,625,133			684,049		2018		40 Years
Conyers, GA			—			330,549			941,133			—			330,549			941,133			1,271,682			70,585		2018		40 Years
Covington, GA			—			744,321			1,235,171			(43,000)			744,321			1,192,171			1,936,492			93,061		2018		40 Years
Doraville, GA			—			1,991,031			291,663			21,466			1,991,031			313,129			2,304,160			27,819		2018		40 Years
Douglasville, GA			—			519,420			1,492,529			—			519,420			1,492,529			2,011,949			111,940		2018		40 Years
Lilburn, GA			—			304,597			1,206,785			—			304,597			1,206,785			1,511,382			90,509		2018		40 Years
Marietta, GA			—			1,257,433			1,563,755			—			1,257,433			1,563,755			2,821,188			149,795		2018		40 Years
Marietta, GA			—			447,582			832,782			—			447,582			832,782			1,280,364			62,459		2018		40 Years
Pooler, GA			—			989,819			1,220,271			734			989,819			1,221,005			2,210,824			106,820		2018		40 Years
Riverdale, GA			—			474,072			879,835			(3,750)			470,322			879,835			1,350,157			65,988		2018		40 Years
Savannah, GA			—			944,815			2,997,426			14,050			944,815			3,011,476			3,956,291			225,759		2018		40 Years

F-49

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Statesboro, GA			—			681,381			1,592,291			1,786			681,381			1,594,077			2,275,458			129,496		2018		40 Years
Union City, GA			—			97,528			1,036,165			—			97,528			1,036,165			1,133,693			77,712		2018		40 Years
Nampa, ID			—			496,676			5,163,257			37,265			496,676			5,200,522			5,697,198			443,499		2018		40 Years
Aurora, IL			—			174,456			862,599			—			174,456			862,599			1,037,055			64,695		2018		40 Years
Bloomington, IL			—			1,408,067			986,931			678			1,408,067			987,609			2,395,676			90,511		2018		40 Years
Carlinville, IL			—			208,519			1,113,537			1,162			208,519			1,114,699			1,323,218			99,768		2018		40 Years
Centralia, IL			—			277,527			351,547			—			277,527			351,547			629,074			26,366		2018		40 Years
Chicago, IL			—			1,569,578			632,848			—			1,569,578			632,848			2,202,426			61,938		2018		40 Years
Flora, IL			—			232,155			1,121,688			4,087			232,155			1,125,775			1,357,930			86,744		2018		40 Years
Gurnee, IL			—			1,341,679			951,320			—			1,341,679			951,320			2,292,999			89,170		2018		40 Years
Lake Zurich, IL			—			290,272			857,467			19,450			290,272			876,917			1,167,189			67,393		2018		40 Years
Macomb, IL			—			85,753			661,375			—			85,753			661,375			747,128			49,603		2018		40 Years
Morris, IL			—			331,622			1,842,994			3,880			331,622			1,846,874			2,178,496			150,010		2018		40 Years
Newton, IL			—			510,192			1,069,075			2,500			510,192			1,071,575			1,581,767			89,261		2018		40 Years
Northlake, IL			—			353,337			564,677			4,343			353,337			569,020			922,357			44,524		2018		40 Years
Rockford, IL			—			270,180			708,041			—			270,180			708,041			978,221			69,321		2018		40 Years
Greenwood, IN			—			1,586,786			1,232,818			1,162			1,586,786			1,233,980			2,820,766			110,453		2018		40 Years
Hammond, IN			—			230,142			—			—			230,142			—			230,142			—		2018
Indianapolis, IN			—			132,291			311,647			—			132,291			311,647			443,938			23,374		2018		40 Years
Mishawaka, IN			—			1,263,680			4,106,900			—			1,263,680			4,106,900			5,370,580			333,686		2018		40 Years
South Bend, IN			—			420,571			2,772,376			—			420,571			2,772,376			3,192,947			271,415		2018		40 Years
Warsaw, IN			—			583,174			1,118,270			58,246			583,174			1,176,516			1,759,690			110,449		2018		40 Years
Ackley, IA			—			202,968			896,444			—			202,968			896,444			1,099,412			85,826		2018		40 Years
Ottumwa, IA			—			227,562			5,794,123			—			227,562			5,794,123			6,021,685			567,319		2018		40 Years
Riceville, IA			—			154,294			742,421			—			154,294			742,421			896,715			71,043		2018		40 Years
Riverside, IA			—			579,935			1,594,085			—			579,935			1,594,085			2,174,020			139,482		2018		40 Years
Urbandale, IA			—			68,172			2,938,611			(85,150)			593,022			2,328,611			2,921,633			273,458		2018		40 Years
Overland Park, KS			—			1,053,287			6,141,649			219			1,053,287			6,141,868			7,195,155			499,023		2018		40 Years
Ekron, KY			—			95,655			802,880			—			95,655			802,880			898,535			70,252		2018		40 Years
Florence, KY			—			601,820			1,054,572			—			601,820			1,054,572			1,656,392			79,093		2018		40 Years
Chalmette, LA			—			290,396			1,297,684			—			290,396			1,297,684			1,588,080			97,326		2018		40 Years
Donaldsonville, LA			—			542,118			2,418,183			5,647			542,118			2,423,830			2,965,948			207,400		2018		40 Years
Franklinton, LA			—			193,192			925,598			—			193,192			925,598			1,118,790			75,205		2018		40 Years
Franklinton, LA			—			242,651			2,462,533			—			242,651			2,462,533			2,705,184			210,341		2018		40 Years
Franklinton, LA			—			396,560			1,122,737			—			396,560			1,122,737			1,519,297			91,222		2018		40 Years
Franklinton, LA			—			163,258			747,944			—			163,258			747,944			911,202			60,770		2018		40 Years
Harvey, LA			—			728,822			1,468,688			—			728,822			1,468,688			2,197,510			137,618		2018		40 Years

F-50

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Jena, LA			—			772,878			2,392,129			—			772,878			2,392,129			3,165,007			204,328		2018		40 Years
Jennings, LA			—			128,158			2,329,137			118,189			128,158			2,447,326			2,575,484			202,516		2018		40 Years
New Orleans, LA			—			293,726			—			—			293,726			—			293,726			—		2018
Pine Grove, LA			—			238,223			758,573			—			238,223			758,573			996,796			61,634		2018		40 Years
Rayville, LA			—			310,034			2,365,203			—			310,034			2,365,203			2,675,237			202,028		2018		40 Years
Roseland, LA			—			307,331			872,252			—			307,331			872,252			1,179,583			70,870		2018		40 Years
Talisheek, LA			—			150,802			1,031,214			41,717			150,802			1,072,931			1,223,733			86,654		2018		40 Years
Baltimore, MD			—			699,157			651,927			—			699,157			651,927			1,351,084			48,895		2018		40 Years
Salisbury, MD			—			305,215			1,193,870			—			305,215			1,193,870			1,499,085			89,540		2018		40 Years
Springfield, MA			—			153,428			826,741			—			153,428			826,741			980,169			62,006		2018		40 Years
Ann Arbor, MI			—			735,859			2,489,707			—			735,859			2,489,707			3,225,566			243,737		2018		40 Years
Belleville, MI			—			598,203			3,970,176			—			598,203			3,970,176			4,568,379			388,654		2018		40 Years
Grand Blanc, MI			—			1,589,886			3,738,477			—			1,589,886			3,738,477			5,328,363			365,981		2018		40 Years
Jackson, MI			—			1,451,971			2,548,436			—			1,451,971			2,548,436			4,000,407			249,476		2018		40 Years
Kentwood, MI			—			939,481			3,438,259			—			939,481			3,438,259			4,377,740			336,599		2018		40 Years
Lake Orion, MI			—			1,172,982			2,349,762			—			1,172,982			2,349,762			3,522,744			230,029		2018		40 Years
Onaway, MI			—			17,557			935,308			—			17,557			935,308			952,865			83,788		2018		40 Years
Champlin, MN			—			307,271			1,602,196			18,429			307,271			1,620,625			1,927,896			121,432		2018		40 Years
North Branch, MN			—			533,175			—			205			533,380			—			533,380			—		2018
Richfield, MN			—			2,141,431			613,552			—			2,141,431			613,552			2,754,983			46,016		2018		40 Years
Bay St. Louis, MS			—			547,498			2,080,989			—			547,498			2,080,989			2,628,487			177,751		2018		40 Years
Corinth, MS			—			504,885			4,540,022			129,132			504,885			4,669,154			5,174,039			448,843		2018		40 Years
Forest, MS			—			189,817			1,340,848			—			189,817			1,340,848			1,530,665			114,531		2018		40 Years
Southaven, MS			—			150,931			826,123			—			150,931			826,123			977,054			61,959		2018		40 Years
Waynesboro, MS			—			243,835			1,205,383			—			243,835			1,205,383			1,449,218			102,960		2018		40 Years
Blue Springs, MO			—			431,698			1,704,870			—			431,698			1,704,870			2,136,568			149,174		2018		40 Years
Florissant, MO			—			733,592			1,961,094			(14,149)			733,592			1,946,945			2,680,537			146,109		2018		40 Years
Joplin, MO			—			789,880			384,638			—			789,880			384,638			1,174,518			37,652		2018		40 Years
Liberty, MO			—			308,470			2,750,231			—			308,470			2,750,231			3,058,701			257,725		2018		40 Years
Neosho, MO			—			687,812			1,115,054			—			687,812			1,115,054			1,802,866			97,567		2018		40 Years
Springfield, MO			—			1,311,497			5,462,972			—			1,311,497			5,462,972			6,774,469			546,271		2018		40 Years
St. Peters, MO			—			1,205,257			1,760,658			—			1,205,257			1,760,658			2,965,915			132,049		2018		40 Years
Webb City, MO			—			1,324,146			1,501,744			—			1,324,146			1,501,744			2,825,890			147,035		2018		40 Years
Nashua, NH			—			3,635,953			2,720,644			4,240			3,635,953			2,724,884			6,360,837			266,969		2018		40 Years
Forked River, NJ			—			4,227,966			3,991,690			(81,552)			4,227,966			3,910,138			8,138,104			74,534		2018		40 Years
Forked River, NJ			—			3,505,805			(2,766,838)			3,193,972			3,505,805			427,134			3,932,939			33,784		2018		40 Years
Forked River, NJ			—			1,128,858			1,396,960			—			1,128,858			1,396,960			2,525,818			110,593		2018		40 Years

F-51

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Forked River, NJ			—			1,682,284			3,527,964			(3,456,211)			1,682,284			71,753			1,754,037			249,622		2018		40 Years
Forked River, NJ			—			682,822			—			—			682,822			—			682,822			—		2018
Woodland Park, NJ			—			7,761,801			3,958,902			—			7,761,801			3,958,902			11,720,703			338,144		2018		40 Years
Bernalillo, NM			—			899,770			2,037,465			(78,875)			820,895			2,037,465			2,858,360			200,783		2018		40 Years
Farmington, NM			—			4,428,998			—			—			4,428,998			—			4,428,998			—		2018
Canandaigue, NY			—			154,996			1,352,174			156			154,996			1,352,330			1,507,326			112,662		2018		40 Years
Catskill, NY			—			80,524			1,097,609			156			80,524			1,097,765			1,178,289			91,448		2018		40 Years
Clifton Park, NY			—			925,613			1,858,613			7,421			925,613			1,866,034			2,791,647			139,906		2018		40 Years
Elmira, NY			—			43,388			947,627			—			43,388			947,627			991,015			71,072		2018		40 Years
Geneseo, NY			—			264,795			1,328,115			156			264,795			1,328,271			1,593,066			110,676		2018		40 Years
Greece, NY			—			182,916			1,254,678			156			182,916			1,254,834			1,437,750			104,537		2018		40 Years
Hamburg, NY			—			520,599			2,039,602			—			520,599			2,039,602			2,560,201			152,970		2018		40 Years
Latham, NY			—			373,318			764,382			—			373,318			764,382			1,137,700			57,329		2018		40 Years
N. Syracuse, NY			—			165,417			452,510			10,034			165,417			462,544			627,961			34,377		2018		40 Years
Niagara Falls, NY			—			392,301			1,022,745			—			392,301			1,022,745			1,415,046			76,706		2018		40 Years
Rochester, NY			—			100,136			895,792			—			100,136			895,792			995,928			74,649		2018		40 Years
Rochester, NY			—			575,463			772,555			—			575,463			772,555			1,348,018			57,942		2018		40 Years
Rochester, NY			—			375,721			881,257			—			375,721			881,257			1,256,978			66,094		2018		40 Years
Schenectady, NY			—			74,387			1,279,967			8,540			74,387			1,288,507			1,362,894			107,221		2018		40 Years
Schenectady, NY			—			453,006			726,404			—			453,006			726,404			1,179,410			54,480		2018		40 Years
Syracuse, NY			—			339,207			918,302			—			339,207			918,302			1,257,509			68,873		2018		40 Years
Syracuse, NY			—			607,053			259,331			—			607,053			259,331			866,384			19,450		2018		40 Years
Tonawanda, NY			—			94,443			727,373			156			94,443			727,529			821,972			60,595		2018		40 Years
Tonawanda, NY			—			131,021			576,915			—			131,021			576,915			707,936			43,269		2018		40 Years
W. Seneca, NY			—			98,194			737,592			—			98,194			737,592			835,786			55,319		2018		40 Years
Williamsville, NY			—			705,842			488,800			—			705,842			488,800			1,194,642			36,660		2018		40 Years
Charlotte, NC			—			287,732			518,005			—			287,732			518,005			805,737			38,850		2018		40 Years
Concord, NC			—			526,102			1,955,989			8,699			526,102			1,964,688			2,490,790			151,372		2018		40 Years
Durham, NC			—			1,787,380			848,986			—			1,787,380			848,986			2,636,366			63,674		2018		40 Years
Fayetteville, NC			—			108,898			1,769,274			—			108,898			1,769,274			1,878,172			132,696		2018		40 Years
Greensboro, NC			—			402,957			1,351,015			—			402,957			1,351,015			1,753,972			101,326		2018		40 Years
Greenville, NC			—			541,233			1,403,441			—			541,233			1,403,441			1,944,674			105,258		2018		40 Years
High Point, NC			—			252,336			1,024,696			—			252,336			1,024,696			1,277,032			76,852		2018		40 Years
Kernersville, NC			—			270,581			966,807			—			270,581			966,807			1,237,388			72,511		2018		40 Years
Pineville, NC			—			1,390,592			6,390,201			—			1,390,592			6,390,201			7,780,793			532,494		2018		40 Years
Rockingham, NC			—			245,976			955,579			—			245,976			955,579			1,201,555			83,613		2018		40 Years
Salisbury, NC			—			572,085			700,288			—			572,085			700,288			1,272,373			52,522		2018		40 Years

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Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Zebulon, NC			—			160,107			1,077			36			161,220			—			161,220			—		2018
Akron, OH			—			445,299			—			—			445,299			—			445,299			—		2018
Bellevue, OH			—			272,308			1,127,365			62,975			272,308			1,190,340			1,462,648			103,136		2018		40 Years
Canton, OH			—			981,941			1,076,113			—			981,941			1,076,113			2,058,054			80,708		2018		40 Years
Columbus, OH			—			542,161			1,088,316			—			542,161			1,088,316			1,630,477			81,624		2018		40 Years
Fairview Park, OH			—			338,732			400,013			—			338,732			400,013			738,745			30,001		2018		40 Years
Franklin, OH			—			5,405,718			—			—			5,405,718			—			5,405,718			—		2018
Middletown, OH			—			311,389			1,451,469			1,163			311,389			1,452,632			1,764,021			130,024		2018		40 Years
Niles, OH			—			334,783			798,136			—			334,783			798,136			1,132,919			59,860		2018		40 Years
North Olmsted, OH			—			544,903			810,840			34,500			544,903			845,340			1,390,243			76,553		2018		40 Years
Warren, OH			—			208,710			601,092			—			208,710			601,092			809,802			45,082		2018		40 Years
Warrensville Heights, OH			—			735,534			—			627			736,161			—			736,161			—		2018
Youngstown, OH			—			323,983			989,430			—			323,983			989,430			1,313,413			74,207		2018		40 Years
Broken Arrow, OK			—			919,176			1,276,754			1,778			919,176			1,278,532			2,197,708			111,827		2018		40 Years
Chickasha, OK			—			230,000			2,881,525			—			230,000			2,881,525			3,111,525			240,127		2018		40 Years
Coweta, OK			—			282,468			803,762			—			282,468			803,762			1,086,230			70,329		2018		40 Years
Midwest City, OK			—			755,192			5,687,280			5,851			755,192			5,693,131			6,448,323			461,482		2018		40 Years
Oklahoma City, OK			—			1,104,085			1,874,359			507			1,104,085			1,874,866			2,978,951			144,517		2018		40 Years
Shawnee, OK			—			409,190			957,557			—			409,190			957,557			1,366,747			71,817		2018		40 Years
Wright City, OK			—			38,302			1,010,645			(1,300)			38,302			1,009,345			1,047,647			81,898		2018		40 Years
Hillsboro, OR			—			4,632,369			7,656,179			—			4,632,369			7,656,179			12,288,548			701,816		2018		40 Years
Carlisle, PA			—			340,349			643,498			—			340,349			643,498			983,847			48,262		2018		40 Years
Erie, PA			—			58,279			833,933			—			58,279			833,933			892,212			62,545		2018		40 Years
Johnstown, PA			—			1,030,667			—			8,829			1,039,496			—			1,039,496			—		2018
King of Prussia, PA			—			5,097,320			—			1,202			5,098,522			—			5,098,522			—		2018
Philadelphia, PA			—			155,212			218,083			—			155,212			218,083			373,295			16,356		2018		40 Years
Philadelphia, PA			—			127,690			122,516			—			127,690			122,516			250,206			9,189		2018		40 Years
Pittsburgh, PA			—			927,083			5,126,243			—			927,083			5,126,243			6,053,326			405,828		2018		40 Years
Pittsburgh, PA			—			1,397,965			—			3,850			1,401,815			—			1,401,815			—		2018
Upper Darby, PA			—			861,339			85,966			37,671			861,339			123,637			984,976			8,902		2018		40 Years
Wysox, PA			—			1,668,272			1,699,343			24,395			1,668,272			1,723,738			3,392,010			138,885		2018		40 Years
Richmond, RI			—			1,293,932			7,477,281			687,657			1,293,932			8,164,938			9,458,870			751,088		2018		40 Years
Warwick, RI			—			687,454			2,108,256			—			687,454			2,108,256			2,795,710			158,119		2018		40 Years
Greenville, SC			—			628,081			1,451,481			—			628,081			1,451,481			2,079,562			108,861		2018		40 Years
Lake City, SC			—			57,911			932,874			869			57,911			933,743			991,654			71,969		2018		40 Years
Manning, SC			—			245,546			989,236			146			245,546			989,382			1,234,928			82,430		2018		40 Years
Mt. Pleasant, SC			—			555,387			1,042,804			—			555,387			1,042,804			1,598,191			78,210		2018		40 Years

F-53

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Myrtle Beach, SC			—			254,334			149,107			—			254,334			149,107			403,441			11,183		2018		40 Years
Spartanburg, SC			—			709,338			1,618,382			—			709,338			1,618,382			2,327,720			121,379		2018		40 Years
Sumter, SC			—			521,299			809,466			—			521,299			809,466			1,330,765			60,710		2018		40 Years
Walterboro, SC			—			207,130			827,775			—			207,130			827,775			1,034,905			72,428		2018		40 Years
Chattanooga, TN			—			1,179,566			1,236,591			—			1,179,566			1,236,591			2,416,157			92,744		2018		40 Years
Johnson City, TN			—			181,117			1,232,151			—			181,117			1,232,151			1,413,268			92,411		2018		40 Years
Beaumont, TX			—			936,389			2,725,502			21,662			936,389			2,747,164			3,683,553			205,902		2018		40 Years
Donna, TX			—			962,302			1,620,925			—			962,302			1,620,925			2,583,227			135,043		2018		40 Years
Fairfield, TX			—			125,098			970,816			—			125,098			970,816			1,095,914			76,856		2018		40 Years
Groves, TX			—			596,586			2,250,794			—			596,586			2,250,794			2,847,380			168,810		2018		40 Years
Humble, TX			—			173,885			867,347			—			173,885			867,347			1,041,232			65,051		2018		40 Years
Jacksboro, TX			—			119,147			1,036,482			—			119,147			1,036,482			1,155,629			82,055		2018		40 Years
Kemah, TX			—			2,324,774			2,835,597			(45,000)			2,324,774			2,790,597			5,115,371			228,142		2018		40 Years
Lamesa, TX			—			66,019			1,493,146			—			66,019			1,493,146			1,559,165			136,866		2018		40 Years
Live Oak, TX			—			371,174			1,880,746			—			371,174			1,880,746			2,251,920			164,563		2018		40 Years
Lufkin, TX			—			382,643			1,054,911			—			382,643			1,054,911			1,437,554			79,118		2018		40 Years
Plano, TX			—			452,721			822,683			—			452,721			822,683			1,275,404			61,701		2018		40 Years
Port Arthur, TX			—			512,094			721,936			—			512,094			721,936			1,234,030			54,145		2018		40 Years
Porter, TX			—			524,532			1,683,767			566			524,532			1,684,333			2,208,865			136,844		2018		40 Years
Tomball, TX			—			1,336,029			1,849,554			—			1,336,029			1,849,554			3,185,583			161,831		2018		40 Years
Universal City, TX			—			380,788			1,496,318			—			380,788			1,496,318			1,877,106			112,224		2018		40 Years
Waxahachie, TX			—			388,138			792,125			—			388,138			792,125			1,180,263			59,409		2018		40 Years
Willis, TX			—			406,466			925,047			7,287			406,466			932,334			1,338,800			75,657		2018		40 Years
Logan, UT			—			914,515			2,774,985			—			914,515			2,774,985			3,689,500			231,248		2018		40 Years
Christiansburg, VA			—			520,538			661,780			—			520,538			661,780			1,182,318			49,634		2018		40 Years
Fredericksburg, VA			—			452,911			1,076,589			—			452,911			1,076,589			1,529,500			80,744		2018		40 Years
Glen Allen, VA			—			1,112,948			837,542			—			1,112,948			837,542			1,950,490			78,423		2018		40 Years
Hampton, VA			—			353,242			514,898			—			353,242			514,898			868,140			38,617		2018		40 Years
Louisa, VA			—			538,246			2,179,541			—			538,246			2,179,541			2,717,787			178,496		2018		40 Years
Manassas, VA			—			1,454,278			—			—			1,454,278			—			1,454,278			—		2018
Virginia Beach, VA			—			2,142,002			1,154,585			—			2,142,002			1,154,585			3,296,587			86,594		2018		40 Years
Virginia Beach, VA			—			271,176			3,308,434			—			271,176			3,308,434			3,579,610			248,133		2018		40 Years
Everett, WA			—			414,899			811,710			—			414,899			811,710			1,226,609			60,878		2018		40 Years
Bluefield, WV			—			287,740			947,287			12,404			287,740			959,691			1,247,431			92,987		2018		40 Years
Green Bay, WI			—			817,143			1,383,440			—			817,143			1,383,440			2,200,583			103,758		2018		40 Years
La Crosse, WI			—			175,551			1,145,438			—			175,551			1,145,438			1,320,989			85,908		2018		40 Years
Madison, WI			—			2,475,815			4,249,537			(30,000)			2,475,815			4,219,537			6,695,352			340,274		2018		40 Years

F-54

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Mt. Pleasant, WI			—			208,806			1,173,275			—			208,806			1,173,275			1,382,081			87,996		2018		40 Years
Schofield, WI			—			533,503			1,071,930			—			533,503			1,071,930			1,605,433			80,395		2018		40 Years
Sheboygan, WI			—			331,692			929,092			—			331,692			929,092			1,260,784			69,682		2018		40 Years
Athens, AL			—			338,789			1,119,459			(2,717)			338,789			1,116,742			1,455,531			67,549		2019		40 Years
Attala, AL			—			289,473			928,717			—			289,473			928,717			1,218,190			56,110		2019		40 Years
Birmingham, AL			—			1,400,530			859,880			316			1,400,530			860,196			2,260,726			46,591		2019		40 Years
Blountsville, AL			—			262,412			816,070			—			262,412			816,070			1,078,482			49,304		2019		40 Years
Coffeeville, AL			—			129,263			864,122			—			129,263			864,122			993,385			52,207		2019		40 Years
Phenix, AL			—			292,234			1,280,705			—			292,234			1,280,705			1,572,939			90,717		2019		40 Years
Silas, AL			—			383,742			1,351,195			—			383,742			1,351,195			1,734,937			81,625		2019		40 Years
Tuba City, AZ			—			138,006			1,253,376			531			138,006			1,253,907			1,391,913			70,441		2019		40 Years
Searcy, AR			—			851,561			5,582,069			45,099			851,561			5,627,168			6,478,729			398,999		2019		40 Years
Sheridan, AR			—			124,667			1,070,754			—			124,667			1,070,754			1,195,421			64,558		2019		40 Years
Trumann, AR			—			170,957			1,064,039			—			170,957			1,064,039			1,234,996			64,152		2019		40 Years
Visalia, CA			—			2,552,353			6,994,518			284			2,552,353			6,994,802			9,547,155			451,739		2019		40 Years
Lakewood, CO			—			3,021,260			6,125,185			18,070			3,021,260			6,143,255			9,164,515			307,070		2019		40 Years
Rifle, CO			—			4,427,019			1,599,591			—			4,427,019			1,599,591			6,026,610			103,198		2019		40 Years
Danbury, CT			—			1,095,933			—			—			1,095,933			—			1,095,933			—		2019
Greenwich, CT			—			16,350,193			3,076,568			—			16,350,193			3,076,568			19,426,761			196,060		2019		40 Years
Orange, CT			—			6,881,022			10,519,218			19,570			6,881,022			10,538,788			17,419,810			591,317		2019		40 Years
Torrington, CT			—			195,171			1,541,214			9,168			195,171			1,550,382			1,745,553			80,673		2019		40 Years
Bear, DE			—			743,604			—			657			744,261			—			744,261			—		2019
Wilmington, DE			—			2,501,623			2,784,576			—			2,501,623			2,784,576			5,286,199			191,275		2019		40 Years
Apopka, FL			—			646,629			1,215,458			10,730			646,629			1,226,188			1,872,817			91,517		2019		40 Years
Clearwater, FL			—			497,216			1,027,192			—			497,216			1,027,192			1,524,408			70,453		2019		40 Years
Cocoa, FL			—			2,174,730			—			—			2,174,730			—			2,174,730			—		2019
Lake Placid, FL			—			255,339			1,059,913			—			255,339			1,059,913			1,315,252			57,412		2019		40 Years
Merritt Island, FL			—			746,846			1,805,756			—			746,846			1,805,756			2,552,602			105,336		2019		40 Years
Orlando, FL			—			751,265			2,089,523			—			751,265			2,089,523			2,840,788			142,240		2019		40 Years
Poinciana, FL			—			608,450			1,073,714			—			608,450			1,073,714			1,682,164			58,160		2019		40 Years
Sanford, FL			—			2,791,684			4,763,063			20,323			2,791,684			4,783,386			7,575,070			278,600		2019		40 Years
Tavares, FL			—			736,113			1,849,694			—			736,113			1,849,694			2,585,807			127,172		2019		40 Years
Wauchula, FL			—			333,236			1,156,806			—			333,236			1,156,806			1,490,042			86,760		2019		40 Years
West Palm Beach, FL			—			2,484,935			2,344,077			—			2,484,935			2,344,077			4,829,012			136,666		2019		40 Years
Brunswick, GA			—			186,767			1,615,510			—			186,767			1,615,510			1,802,277			110,882		2019		40 Years
Columbus, GA			—			336,125			2,497,365			32,240			336,125			2,529,605			2,865,730			136,684		2019		40 Years
Conyers, GA			—			714,666			2,137,506			—			714,666			2,137,506			2,852,172			133,480		2019		40 Years

F-55

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Dacula, GA			—			1,280,484			1,716,312			—			1,280,484			1,716,312			2,996,796			121,512		2019		40 Years
Marietta, GA			—			390,416			1,441,936			—			390,416			1,441,936			1,832,352			98,956		2019		40 Years
Tucker, GA			—			374,268			1,652,522			—			374,268			1,652,522			2,026,790			116,994		2019		40 Years
Chubbuck, ID			—			1,067,983			5,880,828			—			1,067,983			5,880,828			6,948,811			428,808		2019		40 Years
Chubbuck, ID			—			185,310			—			—			185,310			—			185,310			—		2019
Chubbuck, ID			—			873,334			1,653,886			—			873,334			1,653,886			2,527,220			120,596		2019		40 Years
Edwardsville, IL			—			449,741			1,202,041			—			449,741			1,202,041			1,651,782			82,512		2019		40 Years
Elk Grove Village, IL			—			394,567			1,395,659			22,896			394,567			1,418,555			1,813,122			82,266		2019		40 Years
Evergreen Park, IL			—			5,687,045			18,880,969			—			5,687,045			18,880,969			24,568,014			1,101,118		2019		40 Years
Freeport, IL			—			92,295			1,537,120			—			92,295			1,537,120			1,629,415			86,396		2019		40 Years
Geneva, IL			—			644,434			1,213,859			—			644,434			1,213,859			1,858,293			80,924		2019		40 Years
Greenville, IL			—			135,642			1,026,006			—			135,642			1,026,006			1,161,648			53,438		2019		40 Years
Murphysboro, IL			—			176,281			988,808			—			176,281			988,808			1,165,089			61,658		2019		40 Years
Rockford, IL			—			814,666			1,719,410			—			814,666			1,719,410			2,534,076			96,650		2019		40 Years
Round Lake, IL			—			325,722			2,669,132			5,756			325,722			2,674,888			3,000,610			135,408		2019		40 Years
Fishers, IN			—			429,857			621,742			—			429,857			621,742			1,051,599			44,019		2019		40 Years
Gas City, IN			—			504,378			1,341,890			—			504,378			1,341,890			1,846,268			97,846		2019		40 Years
Hammond, IN			—			149,230			1,002,706			—			149,230			1,002,706			1,151,936			60,580		2019		40 Years
Kokomo, IN			—			716,631			1,143,537			—			716,631			1,143,537			1,860,168			78,510		2019		40 Years
Marion, IN			—			140,507			898,097			27,530			140,507			925,627			1,066,134			45,946		2019		40 Years
Westfield, IN			—			594,597			1,260,563			—			594,597			1,260,563			1,855,160			89,290		2019		40 Years
Waterloo, IA			—			369,497			1,265,450			—			369,497			1,265,450			1,634,947			73,746		2019		40 Years
Concordia, KS			—			150,440			1,144,639			26,864			150,440			1,171,503			1,321,943			58,329		2019		40 Years
Parsons, KS			—			203,953			1,073,554			—			203,953			1,073,554			1,277,507			75,923		2019		40 Years
Pratt, KS			—			245,375			1,293,871			—			245,375			1,293,871			1,539,246			75,476		2019		40 Years
Wellington, KS			—			95,197			1,090,333			—			95,197			1,090,333			1,185,530			61,265		2019		40 Years
Wichita, KS			—			1,257,608			5,700,299			—			1,257,608			5,700,299			6,957,907			379,903		2019		40 Years
Crestwood, KY			—			670,021			1,096,031			9,668			670,021			1,105,699			1,775,720			55,225		2019		40 Years
Georgetown, KY			—			257,839			3,025,734			266,479			257,839			3,292,213			3,550,052			179,646		2019		40 Years
Grayson, KY			—			241,857			1,155,603			—			241,857			1,155,603			1,397,460			67,410		2019		40 Years
Henderson, KY			—			146,676			958,794			—			146,676			958,794			1,105,470			49,937		2019		40 Years
Leitchfield, KY			—			303,830			1,062,711			—			303,830			1,062,711			1,366,541			53,136		2019		40 Years
Kentwood, LA			—			327,392			638,214			20,612			327,392			658,826			986,218			47,224		2019		40 Years
Lake Charles, LA			—			565,778			890,034			(110,745)			750,569			594,498			1,345,067			16,217		2019		40 Years
Bowie, MD			—			2,840,009			4,474,364			—			2,840,009			4,474,364			7,314,373			279,537		2019		40 Years
Eldersburg, MD			—			563,227			1,855,987			520			563,227			1,856,507			2,419,734			104,325		2019		40 Years
Brockton, MA			—			3,254,807			8,504,236			47,679			3,254,807			8,551,915			11,806,722			427,349		2019		40 Years

F-56

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Ipswich, MA			—			467,109			967,282			—			467,109			967,282			1,434,391			60,360		2019		40 Years
Ispwich, MA			—			2,606,990			3,414,474			—			2,606,990			3,414,474			6,021,464			213,393		2019		40 Years
Adrian, MI			—			459,814			1,562,895			38,710			459,814			1,601,605			2,061,419			104,193		2019		40 Years
Allegan, MI			—			184,466			1,239,762			—			184,466			1,239,762			1,424,228			77,485		2019		40 Years
Bloomfield Hills, MI			—			1,160,912			4,181,635			1,539,162			1,160,912			5,720,797			6,881,709			296,955		2019		40 Years
Caro, MI			—			183,318			1,328,630			—			183,318			1,328,630			1,511,948			74,689		2019		40 Years
Clare, MI			—			153,379			1,412,383			11,127			153,379			1,423,510			1,576,889			74,042		2019		40 Years
Cooks, MI			—			304,340			1,109,838			9,630			304,340			1,119,468			1,423,808			55,913		2019		40 Years
Crystal Falls, MI			—			62,462			757,276			—			62,462			757,276			819,738			45,752		2019		40 Years
Harrison, MI			—			59,984			900,901			(25,895)			59,984			875,006			934,990			43,916		2019		40 Years
Jackson, MI			—			524,446			1,265,119			—			524,446			1,265,119			1,789,565			68,527		2019		40 Years
Monroe, MI			—			501,688			2,651,440			—			501,688			2,651,440			3,153,128			182,088		2019		40 Years
Plymouth, MI			—			580,459			1,043,474			47,200			580,459			1,090,674			1,671,133			72,525		2019		40 Years
Spalding, MI			—			86,973			842,434			—			86,973			842,434			929,407			50,897		2019		40 Years
Walker, MI			—			4,821,073			15,814,475			17,091			4,821,073			15,831,566			20,652,639			857,353		2019		40 Years
Lakeville, MN			—			1,774,051			6,386,118			110,100			1,774,051			6,496,218			8,270,269			403,915		2019		40 Years
Longville, MN			—			30,748			836,277			—			30,748			836,277			867,025			50,525		2019		40 Years
Waite Park, MN			—			142,863			1,064,736			—			142,863			1,064,736			1,207,599			72,914		2019		40 Years
Bolton, MS			—			172,890			831,005			—			172,890			831,005			1,003,895			50,207		2019		40 Years
Bruce, MS			—			189,929			896,080			—			189,929			896,080			1,086,009			61,545		2019		40 Years
Columbus, MS			—			123,385			898,226			—			123,385			898,226			1,021,611			61,693		2019		40 Years
Flowood, MS			—			638,891			1,308,566			—			638,891			1,308,566			1,947,457			73,550		2019		40 Years
Houston, MS			—			170,449			913,763			—			170,449			913,763			1,084,212			62,761		2019		40 Years
Jackson, MS			—			393,954			1,169,374			—			393,954			1,169,374			1,563,328			65,724		2019		40 Years
Michigan City, MS			—			336,323			963,447			—			336,323			963,447			1,299,770			66,177		2019		40 Years
Pontotoc, MS			—			174,112			924,043			—			174,112			924,043			1,098,155			59,678		2019		40 Years
Tutwiler, MS			—			152,108			844,300			—			152,108			844,300			996,408			51,010		2019		40 Years
Fair Play, MO			—			56,563			642,856			—			56,563			642,856			699,419			38,839		2019		40 Years
Florissant, MO			—			1,394,072			2,210,514			—			1,394,072			2,210,514			3,604,586			151,910		2019		40 Years
Florissant, MO			—			1,647,163			2,256,716			—			1,647,163			2,256,716			3,903,879			150,448		2019		40 Years
Grovespring, MO			—			207,974			823,419			—			207,974			823,419			1,031,393			49,748		2019		40 Years
Hermitage, MO			—			98,531			833,177			2,600			98,531			835,777			934,308			50,452		2019		40 Years
Madison, MO			—			199,972			844,901			—			199,972			844,901			1,044,873			51,046		2019		40 Years
Oak Grove, MO			—			275,293			1,000,150			—			275,293			1,000,150			1,275,443			62,509		2019		40 Years
Salem, MO			—			153,713			1,085,494			—			153,713			1,085,494			1,239,207			60,993		2019		40 Years
South Fork, MO			—			345,053			1,087,384			—			345,053			1,087,384			1,432,437			65,696		2019		40 Years
St. Louis, MO			—			743,673			3,387,981			—			743,673			3,387,981			4,131,654			176,457		2019		40 Years

F-57

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Manchester, HN			—			1,486,550			2,419,269			12,678			1,486,550			2,431,947			3,918,497			131,466		2019		40 Years
Nashua, NH			—			808,886			2,020,221			278			808,886			2,020,499			2,829,385			109,441		2019		40 Years
Lanoka Harbor, NJ			—			1,355,335			1,052,415			—			1,355,335			1,052,415			2,407,750			59,071		2019		40 Years
Paramus, NJ			—			—			6,224,221			599,410			—			6,823,631			6,823,631			438,673		2019		40 Years
San Ysidro, NM			—			316,770			956,983			—			316,770			956,983			1,273,753			57,818		2019		40 Years
Hinsdale, NY			—			353,602			905,350			—			353,602			905,350			1,258,952			54,698		2019		40 Years
Liverpool, NY			—			1,697,114			3,355,641			24,323			1,697,114			3,379,964			5,077,078			168,846		2019		40 Years
Malone, NY			—			413,667			1,035,771			—			413,667			1,035,771			1,449,438			71,032		2019		40 Years
Vestal, NY			—			3,540,906			5,610,529			147,000			3,540,906			5,757,529			9,298,435			317,724		2019		40 Years
Columbus, NC			—			423,026			1,070,992			—			423,026			1,070,992			1,494,018			60,170		2019		40 Years
Fayetteville, NC			—			505,574			1,544,177			—			505,574			1,544,177			2,049,751			83,643		2019		40 Years
Hope Mills, NC			—			1,522,142			7,906,676			—			1,522,142			7,906,676			9,428,818			461,098		2019		40 Years
Stallings, NC			—			1,481,940			—			—			1,481,940			—			1,481,940			—		2019
Sylva, NC			—			450,055			1,351,631			19,487			450,055			1,371,118			1,821,173			68,434		2019		40 Years
Edgeley, ND			—			193,509			944,881			—			193,509			944,881			1,138,390			59,055		2019		40 Years
Grand Forks, ND			—			1,187,389			2,052,184			—			1,187,389			2,052,184			3,239,573			123,968		2019		40 Years
Williston, ND			—			515,210			1,584,865			—			515,210			1,584,865			2,100,075			95,752		2019		40 Years
Batavia, OH			—			601,071			1,125,756			(5,377)			597,667			1,123,783			1,721,450			72,857		2019		40 Years
Bellevue, OH			—			186,215			1,343,783			8,491			186,215			1,352,274			1,538,489			67,561		2019		40 Years
Columbus, OH			—			357,767			1,423,046			—			357,767			1,423,046			1,780,813			97,657		2019		40 Years
Conneaut, OH			—			200,915			1,363,715			7,983			200,915			1,371,698			1,572,613			74,217		2019		40 Years
Hamilton, OH			—			335,677			1,066,581			—			335,677			1,066,581			1,402,258			70,962		2019		40 Years
Heath, OH			—			657,358			3,259,449			313,281			657,358			3,572,730			4,230,088			198,554		2019		40 Years
Kenton, OH			—			191,968			1,290,534			7,723			191,968			1,298,257			1,490,225			67,553		2019		40 Years
Maumee, OH			—			1,498,739			815,222			972			1,498,739			816,194			2,314,933			59,517		2019		40 Years
Oxford, OH			—			912,241			2,566,991			—			912,241			2,566,991			3,479,232			181,669		2019		40 Years
West Chester, OH			—			796,035			814,730			660			796,035			815,390			1,611,425			59,436		2019		40 Years
West Chester, OH			—			395,924			1,173,848			—			395,924			1,173,848			1,569,772			83,030		2019		40 Years
Ada, OK			—			336,304			1,234,870			—			336,304			1,234,870			1,571,174			66,889		2019		40 Years
Bartlesville, OK			—			451,582			1,249,112			—			451,582			1,249,112			1,700,694			77,898		2019		40 Years
Bokoshe, OK			—			47,725			797,175			—			47,725			797,175			844,900			49,533		2019		40 Years
Lawton, OK			—			230,834			612,256			—			230,834			612,256			843,090			38,094		2019		40 Years
Whitefield, OK			—			144,932			863,327			—			144,932			863,327			1,008,259			53,958		2019		40 Years
Cranberry Township, PA			—			2,066,679			2,049,310			—			2,066,679			2,049,310			4,115,989			145,100		2019		40 Years
Ebensburg, PA			—			551,162			2,023,064			—			551,162			2,023,064			2,574,226			138,919		2019		40 Years
Flourtown, PA			—			1,342,409			2,229,147			—			1,342,409			2,229,147			3,571,556			162,526		2019		40 Years
Monaca, PA			—			449,116			842,901			—			449,116			842,901			1,292,017			59,646		2019		40 Years

F-58

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Natrona Heights, PA			—			1,412,247			1,719,447			—			1,412,247			1,719,447			3,131,694			125,376		2019		40 Years
North Huntingdon, PA			—			428,166			1,508,044			—			428,166			1,508,044			1,936,210			106,760		2019		40 Years
Oakdale, PA			—			708,623			987,577			68,352			708,623			1,055,929			1,764,552			53,250		2019		40 Years
Philadelphia, PA			—			1,891,985			20,799,223			211,464			1,891,985			21,010,687			22,902,672			1,400,697		2019		40 Years
Pittsburgh, PA			—			1,251,674			3,842,592			—			1,251,674			3,842,592			5,094,266			216,046		2019		40 Years
Robinson Township, PA			—			1,630,648			2,703,381			—			1,630,648			2,703,381			4,334,029			168,877		2019		40 Years
Titusville, PA			—			877,651			2,568,060			—			877,651			2,568,060			3,445,711			165,797		2019		40 Years
West View, PA			—			120,349			1,347,706			—			120,349			1,347,706			1,468,055			78,531		2019		40 Years
York, PA			—			3,331,496			6,690,968			—			3,331,496			6,690,968			10,022,464			431,882		2019		40 Years
Columbia, SC			—			2,783,934			13,228,453			—			2,783,934			13,228,453			16,012,387			936,888		2019		40 Years
Hampton, SC			—			215,462			1,050,367			—			215,462			1,050,367			1,265,829			78,778		2019		40 Years
Myrtle Beach, SC			—			1,371,226			2,752,440			503,611			1,371,226			3,256,051			4,627,277			200,353		2019		40 Years
Orangeburg, SC			—			316,428			1,116,664			—			316,428			1,116,664			1,433,092			72,040		2019		40 Years
Kadoka, SD			—			134,528			926,523			—			134,528			926,523			1,061,051			57,908		2019		40 Years
Thorn Hill, TN			—			115,367			974,925			—			115,367			974,925			1,090,292			66,931		2019		40 Years
Woodbury, TN			—			154,043			1,092,958			—			154,043			1,092,958			1,247,001			75,141		2019		40 Years
Burleson, TX			—			1,396,753			3,312,794			13,864			1,396,753			3,326,658			4,723,411			166,246		2019		40 Years
Carrizo Springs, TX			—			337,070			812,963			5,087			337,070			818,050			1,155,120			51,007		2019		40 Years
Garland, TX			—			773,385			2,587,011			—			773,385			2,587,011			3,360,396			172,467		2019		40 Years
Kenedy, TX			—			325,159			954,774			11,255			325,159			966,029			1,291,188			48,231		2019		40 Years
Laredo, TX			—			1,117,403			2,152,573			—			1,117,403			2,152,573			3,269,976			138,925		2019		40 Years
Lewisville, TX			—			2,347,993			5,271,935			—			2,347,993			5,271,935			7,619,928			384,412		2019		40 Years
Lubbock, TX			—			1,420,820			1,858,395			—			1,420,820			1,858,395			3,279,215			135,508		2019		40 Years
Wichita Falls, TX			—			585,664			1,952,988			—			585,664			1,952,988			2,538,652			122,062		2019		40 Years
Wylie, TX			—			686,154			1,623,684			—			686,154			1,623,684			2,309,838			114,951		2019		40 Years
Draper, UT			—			1,344,025			3,321,208			23,553			1,344,025			3,344,761			4,688,786			167,091		2019		40 Years
Bristol, VA			—			996,915			1,374,467			—			996,915			1,374,467			2,371,382			80,177		2019		40 Years
Gloucester, VA			—			458,785			1,994,093			—			458,785			1,994,093			2,452,878			116,278		2019		40 Years
Hampton, VA			—			3,549,928			6,096,218			107			3,549,928			6,096,325			9,646,253			342,669		2019		40 Years
Hampton, VA			—			429,613			1,081,015			—			429,613			1,081,015			1,510,628			63,059		2019		40 Years
Hampton, VA			—			744,520			1,249,355			—			744,520			1,249,355			1,993,875			72,879		2019		40 Years
Hampton, VA			—			561,596			1,545,002			—			561,596			1,545,002			2,106,598			90,125		2019		40 Years
Newport News, VA			—			12,618,320			—			—			12,618,320			—			12,618,320			—		2019
Newport News, VA			—			855,793			1,754,228			—			855,793			1,754,228			2,610,021			102,330		2019		40 Years
Poquoson, VA			—			330,867			848,105			2,156			330,867			850,261			1,181,128			49,567		2019		40 Years
South Boston, VA			—			490,590			2,637,385			15,414			490,590			2,652,799			3,143,389			143,533		2019		40 Years
Surry, VA			—			685,233			994,788			—			685,233			994,788			1,680,021			58,029		2019		40 Years

F-59

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Williamsburg, VA			—			1,574,769			2,001,920			(9,200)			1,565,569			2,001,920			3,567,489			116,779		2019		40 Years
Williamsburg, VA			—			675,861			1,098,464			—			675,861			1,098,464			1,774,325			64,077		2019		40 Years
Wytheville, VA			—			206,660			1,248,178			—			206,660			1,248,178			1,454,838			62,409		2019		40 Years
Ephrata, WA			—			368,492			4,821,470			18,383			368,492			4,839,853			5,208,345			251,865		2019		40 Years
Charleston, WV			—			561,767			—			—			561,767			—			561,767			—		2019
Ripley, WV			—			1,042,204			—			20,423			1,062,627			—			1,062,627			—		2019
Black River Falls, WI			—			278,472			1,141,572			9,519			278,472			1,151,091			1,429,563			59,873		2019		40 Years
Lake Geneva, WI			—			7,078,726			—			—			7,078,726			—			7,078,726			—		2019
Menomonee Falls, WI			—			3,518,493			12,020,248			12,918			3,518,493			12,033,166			15,551,659			776,210		2019		40 Years
Sun Prairie, WI			—			2,864,563			7,215,614			—			2,864,563			7,215,614			10,080,177			405,679		2019		40 Years
West Milwaukee, WI			—			783,260			3,055,907			16,402			783,260			3,072,309			3,855,569			159,730		2019		40 Years
Adger, AL			—			189,119			1,222,891			—			189,119			1,222,891			1,412,010			48,406		2020		40 Years
Dothan, AL			—			792,626			3,017,431			(31,788)			778,553			2,999,716			3,778,269			72,536		2020		40 Years
Enterprise, AL			—			728,934			2,504,283			15,377			728,934			2,519,660			3,248,594			119,997		2020		40 Years
Lanett, AL			—			597,615			2,264,102			128			597,615			2,264,230			2,861,845			75,450		2020		40 Years
Saraland, AL			—			838,216			2,709,602			1,275			838,216			2,710,877			3,549,093			129,629		2020		40 Years
Sylacauga, AL			—			2,181,806			9,940,930			4,330			2,181,806			9,945,260			12,127,066			393,426		2020		40 Years
Theodore, AL			—			743,751			2,667,802			—			743,751			2,667,802			3,411,553			122,186		2020		40 Years
Altheimer, AR			—			202,235			1,151,471			—			202,235			1,151,471			1,353,706			47,589		2020		40 Years
Benton, AR			—			561,085			2,141,511			249,809			561,085			2,391,320			2,952,405			67,140		2020		40 Years
Benton, AR			—			2,271,157			1,324,716			7,992			2,271,157			1,332,708			3,603,865			33,268		2020		40 Years
Bismarck, AR			—			129,139			876,127			—			129,139			876,127			1,005,266			30,910		2020		40 Years
Centerton, AR			—			502,391			2,152,058			249,808			502,391			2,401,866			2,904,257			71,931		2020		40 Years
Elaine, AR			—			51,248			802,757			—			51,248			802,757			854,005			33,149		2020		40 Years
Jonesboro, AR			—			477,565			942,703			—			477,565			942,703			1,420,268			29,405		2020		40 Years
Little Rock, AR			—			136,550			638,605			—			136,550			638,605			775,155			26,551		2020		40 Years
Mayflower, AR			—			708,465			448,741			66,856			708,465			515,597			1,224,062			12,472		2020		40 Years
Mena, AR			—			1,459,039			—			—			1,459,039			—			1,459,039			—		2020
Pine Bluff, AR			—			195,689			1,102,338			3,250			195,689			1,105,588			1,301,277			48,124		2020		40 Years
Pine Bluff, AR			—			279,293			1,290,094			—			279,293			1,290,094			1,569,387			53,461		2020		40 Years
Searcy, AR			—			548,495			5,834,876			—			548,495			5,834,876			6,383,371			206,400		2020		40 Years
Sparkman, AR			—			80,956			720,376			—			80,956			720,376			801,332			23,953		2020		40 Years
West Helena, AR			—			93,907			885,680			—			93,907			885,680			979,587			36,515		2020		40 Years
Coolidge, AZ			—			252,228			1,164,641			510			252,228			1,165,151			1,417,379			43,568		2020		40 Years
Maricopa, AZ			—			761,177			1,600,925			11,257			761,177			1,612,182			2,373,359			43,559		2020		40 Years
Phoenix, AZ			—			11,641,459			7,261,072			—			11,641,459			7,261,072			18,902,531			257,028		2020		40 Years
Tucson, AZ			—			3,267,761			6,624,814			94,241			3,267,761			6,719,055			9,986,816			168,488		2020		40 Years

F-60

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Yuma, AZ			—			840,427			5,489,179			577			840,427			5,489,756			6,330,183			205,716		2020		40 Years
Yuma, AZ			—			—			5,052,648			29,919			—			5,082,567			5,082,567			126,877		2020		40 Years
Antioch, CA			—			3,369,667			6,952,571			—			3,369,667			6,952,571			10,322,238			231,654		2020		40 Years
Calexico, CA			—			937,091			22,274			—			959,365			—			959,365			—		2020
Hawthorne, CA			—			7,297,568			5,841,964			1,750			7,297,568			5,843,714			13,141,282			182,451		2020		40 Years
Napa, CA			—			5,287,831			13,608,836			650			5,287,831			13,609,486			18,897,317			510,154		2020		40 Years
Palmdale, CA			—			2,159,541			6,648,091			486			2,159,541			6,648,577			8,808,118			290,702		2020		40 Years
Quincy, CA			—			315,559			1,597,973			—			315,559			1,597,973			1,913,532			69,662		2020		40 Years
Quincy, CA			—			605,988			4,898,500			—			605,988			4,898,500			5,504,488			193,826		2020		40 Years
Rancho Cordova, CA			—			10,668,451			—			27,033			10,695,484			—			10,695,484			—		2020
San Francisco, CA			—			7,234,677			748,185			19,918			7,234,677			768,103			8,002,780			20,617		2020		40 Years
Signal Hill, CA			—			8,490,622			6,714,882			—			8,490,622			6,714,882			15,205,504			321,755		2020		40 Years
Stockton, CA			—			961,910			3,310,275			16,114			961,910			3,326,389			4,288,299			83,059		2020		40 Years
Broomfield, CO			—			708,881			965,675			7,993			708,881			973,668			1,682,549			24,292		2020		40 Years
Cortez, CO			—			177,422			1,594,274			9,852			177,422			1,604,126			1,781,548			40,042		2020		40 Years
La Junta, CO			—			187,988			823,735			—			187,988			823,735			1,011,723			35,789		2020		40 Years
Pueblo, CO			—			235,805			1,568,540			—			235,805			1,568,540			1,804,345			58,820		2020		40 Years
Newington, CT			—			403,932			1,915,897			—			403,932			1,915,897			2,319,829			87,708		2020		40 Years
Old Saybrook, CT			—			443,801			3,497,920			74			443,801			3,497,994			3,941,795			109,163		2020		40 Years
Stafford Springs, CT			—			1,230,939			7,075,776			—			1,230,939			7,075,776			8,306,715			221,118		2020		40 Years
Davenport, FL			—			721,966			1,435,651			—			721,966			1,435,651			2,157,617			71,783		2020		40 Years
Deerfield Beach, FL			—			1,963,542			514,491			—			1,963,542			514,491			2,478,033			18,120		2020		40 Years
Labelle, FL			—			489,345			2,754,977			—			489,345			2,754,977			3,244,322			97,472		2020		40 Years
Lake Placid, FL			—			2,060,445			—			15,405			2,075,850			—			2,075,850			—		2020
Leesburg, FL			—			708,698			541,993			7,993			708,698			549,986			1,258,684			13,700		2020		40 Years
Madison, FL			—			171,150			619,660			—			171,150			619,660			790,810			25,742		2020		40 Years
Orlando, FL			—			4,558,262			7,261,682			—			4,558,262			7,261,682			11,819,944			302,440		2020		40 Years
Panama City, FL			—			830,080			856,243			—			830,080			856,243			1,686,323			42,805		2020		40 Years
Pensacola, FL			—			379,154			969,254			7,993			379,154			977,247			1,356,401			24,381		2020		40 Years
Port St. Lucie, FL			—			670,030			1,664,571			—			670,030			1,664,571			2,334,601			76,168		2020		40 Years
Punta Gorda, FL			—			615,829			1,921,751			—			615,829			1,921,751			2,537,580			92,084		2020		40 Years
Sebring, FL			—			1,986,013			—			15,406			2,001,419			—			2,001,419			—		2020
Venice, FL			—			1,301,719			1,233,030			—			1,301,719			1,233,030			2,534,749			61,651		2020		40 Years
Vero Beach, FL			—			1,241,406			1,356,081			20			1,241,406			1,356,101			2,597,507			64,979		2020		40 Years
Albany, GA			—			311,920			1,278,107			—			311,920			1,278,107			1,590,027			53,191		2020		40 Years
Albany, GA			—			248,888			1,445,530			—			248,888			1,445,530			1,694,418			60,172		2020		40 Years
Albany, GA			—			898,015			5,713,749			—			898,015			5,713,749			6,611,764			193,539		2020		40 Years

F-61

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Americus, GA			—			238,633			968,812			—			238,633			968,812			1,207,445			40,361		2020		40 Years
Cairo, GA			—			237,315			1,040,643			—			237,315			1,040,643			1,277,958			52,032		2020		40 Years
Dallas, GA			—			235,642			1,134,202			7,993			235,642			1,142,195			1,377,837			28,505		2020		40 Years
Doraville, GA			—			533,512			1,709,449			—			533,512			1,709,449			2,242,961			49,859		2020		40 Years
Flowery Branch, GA			—			1,253,091			—			(2,000)			1,251,091			—			1,251,091			—		2020
Jesup, GA			—			155,604			864,415			—			155,604			864,415			1,020,019			35,938		2020		40 Years
Lawrenceville, GA			—			852,136			1,633,580			—			852,136			1,633,580			2,485,716			78,276		2020		40 Years
Lithia Springs, GA			—			3,789,145			7,881,640			—			3,789,145			7,881,640			11,670,785			295,457		2020		40 Years
Moultrie, GA			—			150,752			868,415			—			150,752			868,415			1,019,167			36,105		2020		40 Years
Quitman, GA			—			407,661			1,125,845			—			407,661			1,125,845			1,533,506			56,292		2020		40 Years
Savannah, GA			—			749,834			1,802,814			—			749,834			1,802,814			2,552,648			63,769		2020		40 Years
Savannah, GA			—			3,502,278			4,132,018			2,179			3,502,278			4,134,197			7,636,475			137,532		2020		40 Years
George, IA			—			283,785			942,785			—			283,785			942,785			1,226,570			47,139		2020		40 Years
Graettinger, IA			—			154,261			933,746			—			154,261			933,746			1,088,007			46,687		2020		40 Years
Alexis, IL			—			425,656			1,237,404			—			425,656			1,237,404			1,663,060			59,292		2020		40 Years
Chicago, IL			—			2,780,722			2,305,569			—			2,780,722			2,305,569			5,086,291			71,922		2020		40 Years
Chicago, IL			—			424,932			4,223,123			—			424,932			4,223,123			4,648,055			131,851		2020		40 Years
Chicago, IL			—			596,808			1,415,648			—			596,808			1,415,648			2,012,456			44,118		2020		40 Years
Chicago, IL			—			932,560			2,553,809			7,273			932,560			2,561,082			3,493,642			63,974		2020		40 Years
East Alton, IL			—			113,457			1,422,573			—			113,457			1,422,573			1,536,030			53,248		2020		40 Years
Fairfield, IL			—			198,833			1,180,242			6,975			198,833			1,187,217			1,386,050			32,067		2020		40 Years
Grayslake, IL			—			478,307			1,131,061			—			478,307			1,131,061			1,609,368			44,645		2020		40 Years
Homewood, IL			—			1,224,131			10,005,811			6,230			1,224,131			10,012,041			11,236,172			416,806		2020		40 Years
Kankakee, IL			—			107,139			1,185,653			—			107,139			1,185,653			1,292,792			34,501		2020		40 Years
Manteno, IL			—			71,681			1,213,963			37,938			71,681			1,251,901			1,323,582			31,058		2020		40 Years
Oswego, IL			—			373,727			2,715,101			16,092			373,727			2,731,193			3,104,920			68,179		2020		40 Years
Rockton, IL			—			367,154			1,526,399			—			367,154			1,526,399			1,893,553			38,160		2020		40 Years
Elkhart, IN			—			173,631			972,629			7,992			173,631			980,621			1,154,252			24,465		2020		40 Years
Franklin, IN			—			979,332			1,548,523			7,993			979,332			1,556,516			2,535,848			38,863		2020		40 Years
Indianapolis, IN			—			251,149			1,550,984			—			251,149			1,550,984			1,802,133			41,989		2020		40 Years
Noblesville, IN			—			259,582			1,611,431			—			259,582			1,611,431			1,871,013			77,214		2020		40 Years
Peru, IN			—			202,110			1,501,247			—			202,110			1,501,247			1,703,357			56,297		2020		40 Years
Rockville, IN			—			436,457			1,601,972			(75,085)			436,457			1,526,887			1,963,344			38,617		2020		40 Years
Derby, KS			—			440,419			2,367,428			—			440,419			2,367,428			2,807,847			78,777		2020		40 Years
Independence, KS			—			200,329			1,426,975			(75,085)			200,329			1,351,890			1,552,219			34,242		2020		40 Years
Shwanee, KS			—			2,594,271			2,766,524			—			2,594,271			2,766,524			5,360,795			103,646		2020		40 Years
Wichita, KS			—			834,377			2,338,612			—			834,377			2,338,612			3,172,989			87,600		2020		40 Years

F-62

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Wichita, KS			—			2,031,526			1,974,595			—			2,031,526			1,974,595			4,006,121			73,949		2020		40 Years
Wichita, KS			—			1,194,939			2,062,020			—			1,194,939			2,062,020			3,256,959			77,228		2020		40 Years
Wichita, KS			—			2,171,260			2,235,093			—			2,171,260			2,235,093			4,406,353			83,816		2020		40 Years
Louisa, KY			—			242,391			1,177,975			6,975			242,391			1,184,950			1,427,341			34,488		2020		40 Years
Louisville, KY			—			2,185,678			3,081,512			5,300			2,185,678			3,086,812			5,272,490			154,076		2020		40 Years
Louisville, KY			—			208,346			621,820			—			208,346			621,820			830,166			21,963		2020		40 Years
Amite City, LA			—			264,208			930,655			7,080			264,208			937,735			1,201,943			31,019		2020		40 Years
Baton Rouge, LA			—			377,270			1,225,020			—			377,270			1,225,020			1,602,290			58,522		2020		40 Years
Denham Springs, LA			—			398,006			1,484,613			—			398,006			1,484,613			1,882,619			49,462		2020		40 Years
Dequincy, LA			—			288,426			969,725			—			288,426			969,725			1,258,151			34,344		2020		40 Years
Gibson, LA			—			414,855			1,252,765			4,509			414,855			1,257,274			1,672,129			49,553		2020		40 Years
Gonzales, LA			—			688,032			2,457,035			249,808			688,032			2,706,843			3,394,875			76,276		2020		40 Years
Hammond, LA			—			367,215			2,243,382			249,809			367,215			2,493,191			2,860,406			60,763		2020		40 Years
Laplace, LA			—			1,971,887			8,537,415			—			1,971,887			8,537,415			10,509,302			355,589		2020		40 Years
Springhill, LA			—			438,507			2,335,035			14,125			438,507			2,349,160			2,787,667			58,730		2020		40 Years
Dorchester, MA			—			4,815,990			923,841			13,041			4,815,990			936,882			5,752,872			25,242		2020		40 Years
East Wareham, MA			—			590,052			1,525,359			8,780			590,052			1,534,139			2,124,191			41,390		2020		40 Years
Pittsfield, MA			—			4,127,428			—			—			4,127,428			—			4,127,428			—		2020
Pittsfield, MA			—			5,087,945			—			—			5,087,945			—			5,087,945			—		2020
Taunton, MA			—			1,005,673			8,352,646			—			1,005,673			8,352,646			9,358,319			417,632		2020		40 Years
Aberdeen, MD			—			758,616			1,712,723			—			758,616			1,712,723			2,471,339			85,636		2020		40 Years
Baltimore, MD			—			3,031,879			—			36,709			3,068,588			—			3,068,588			—		2020
Cockeysville, MD			—			2,209,572			—			20,283			2,229,855			—			2,229,855			—		2020
Hagerstown, MD			—			1,009,779			1,285,162			—			1,009,779			1,285,162			2,294,941			61,581		2020		40 Years
Owings Mills, MD			—			2,154,954			3,017,368			1,750			2,154,954			3,019,118			5,174,072			94,178		2020		40 Years
Augusta, ME			—			1,627,817			—			—			1,627,817			—			1,627,817			—		2020
Benton Harbor, MI			—			385,355			1,090,802			7,992			385,355			1,098,794			1,484,149			27,420		2020		40 Years
Cedar Springs, MI			—			346,310			1,907,232			—			346,310			1,907,232			2,253,542			47,681		2020		40 Years
Grayling, MI			—			277,355			521,492			925			277,355			522,417			799,772			19,427		2020		40 Years
Hart, MI			—			1,336,141			1,294,095			—			1,336,141			1,294,095			2,630,236			56,356		2020		40 Years
Holland, MI			—			108,733			1,773,459			—			108,733			1,773,459			1,882,192			88,673		2020		40 Years
Howell, MI			—			601,610			1,491,797			300			601,610			1,492,097			2,093,707			58,900		2020		40 Years
Jonesville, MI			—			1,171,853			8,871,307			—			1,171,853			8,871,307			10,043,160			369,504		2020		40 Years
Monroe, MI			—			1,315,043			9,131,436			—			1,315,043			9,131,436			10,446,479			285,132		2020		40 Years
Omer, MI			—			165,126			828,778			—			165,126			828,778			993,904			39,712		2020		40 Years
Owosso, MI			—			299,521			2,240,764			—			299,521			2,240,764			2,540,285			112,038		2020		40 Years
Taylor, MI			—			338,092			1,017,043			—			338,092			1,017,043			1,355,135			31,616		2020		40 Years

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Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Traverse City, MI			—			337,556			3,980,018			(48,115)			337,556			3,931,903			4,269,459			114,681		2020		40 Years
Apple Valley, MN			—			814,086			2,665,167			—			814,086			2,665,167			3,479,253			77,664		2020		40 Years
Blaine, MN			—			497,750			2,998,249			7,993			497,750			3,006,242			3,503,992			75,106		2020		40 Years
Chanhassen, MN			—			1,664,359			11,222			—			1,675,581			—			1,675,581			—		2020
Glyndon, MN			—			131,845			853,575			—			131,845			853,575			985,420			42,678		2020		40 Years
Hill City, MN			—			66,391			996,428			—			66,391			996,428			1,062,819			49,821		2020		40 Years
Holdingford, MN			—			276,722			1,078,003			—			276,722			1,078,003			1,354,725			53,900		2020		40 Years
Ottertail, MN			—			209,929			897,043			—			209,929			897,043			1,106,972			44,852		2020		40 Years
Arnold, MO			—			846,894			2,392,044			7,993			846,894			2,400,037			3,246,931			59,951		2020		40 Years
Leeton, MO			—			192,069			1,109,261			—			192,069			1,109,261			1,301,330			43,908		2020		40 Years
Liberty, MO			—			367,591			4,348,251			—			367,591			4,348,251			4,715,842			153,749		2020		40 Years
Northmoor, MO			—			551,491			1,723,994			—			551,491			1,723,994			2,275,485			60,968		2020		40 Years
Platte City, MO			—			766,613			2,501,154			21,647			766,613			2,522,801			3,289,414			62,796		2020		40 Years
Richmond Heights, MO			—			3,305,260			2,531,065			—			3,305,260			2,531,065			5,836,325			94,915		2020		40 Years
Sheldon, MO			—			168,799			1,017,992			—			168,799			1,017,992			1,186,791			40,296		2020		40 Years
Thayer, MO			—			685,788			1,968,043			2,200			685,788			1,970,243			2,656,031			81,892		2020		40 Years
Union, MO			—			270,233			1,041,690			—			270,233			1,041,690			1,311,923			36,830		2020		40 Years
Brandon, MS			—			526,657			1,575,241			—			526,657			1,575,241			2,101,898			49,112		2020		40 Years
Flowood, MS			—			1,625,494			6,417,821			7,430			1,625,494			6,425,251			8,050,745			244,251		2020		40 Years
Flowood, MS			—			759,912			2,383,348			—			759,912			2,383,348			3,143,260			74,392		2020		40 Years
Gore Springs, MS			—			188,141			951,645			48,115			188,141			999,760			1,187,901			40,469		2020		40 Years
Greenwood, MS			—			150,855			903,459			—			150,855			903,459			1,054,314			37,256		2020		40 Years
Greenwood, MS			—			137,312			1,154,001			—			137,312			1,154,001			1,291,313			43,112		2020		40 Years
Grenada, MS			—			187,855			947,888			—			187,855			947,888			1,135,743			39,107		2020		40 Years
Gulfport, MS			—			597,617			2,692,177			1,275			597,617			2,693,452			3,291,069			128,764		2020		40 Years
Madison, MS			—			1,437,048			6,194,546			—			1,437,048			6,194,546			7,631,594			193,513		2020		40 Years
Oxford, MS			—			547,606			993,807			7,992			547,606			1,001,799			1,549,405			24,995		2020		40 Years
Southaven, MS			—			259,300			864,055			21,364			259,300			885,419			1,144,719			27,489		2020		40 Years
Wiggins, MS			—			639,466			2,563,263			128			639,466			2,563,391			3,202,857			85,422		2020		40 Years
Asheville, NC			—			5,132,913			—			17,171			5,150,084			—			5,150,084			—		2020
Atlantic Beach, NC			—			261,338			1,156,375			—			261,338			1,156,375			1,417,713			38,453		2020		40 Years
Beaufort, NC			—			375,437			1,417,587			—			375,437			1,417,587			1,793,024			47,160		2020		40 Years
Boone, NC			—			4,795,569			9,543,185			1,001			4,795,569			9,544,186			14,339,755			457,155		2020		40 Years
Buxton, NC			—			209,947			1,186,030			—			209,947			1,186,030			1,395,977			39,442		2020		40 Years
Cary, NC			—			253,081			1,018,159			—			253,081			1,018,159			1,271,240			34,211		2020		40 Years
Chapel Hill, NC			—			22,437,345			—			(808,470)			21,628,875			—			21,628,875			—		2020
Charlotte, NC			—			978,304			1,328,283			—			978,304			1,328,283			2,306,587			57,999		2020		40 Years

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Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Concord, NC			—			952,393			1,398,319			—			952,393			1,398,319			2,350,712			64,090		2020		40 Years
Dallas, NC			—			309,847			1,008,936			—			309,847			1,008,936			1,318,783			37,749		2020		40 Years
Durham, NC			—			229,232			1,169,836			—			229,232			1,169,836			1,399,068			38,902		2020		40 Years
Elkin, NC			—			292,234			1,884,674			10,255			292,234			1,894,929			2,187,163			47,309		2020		40 Years
Elm City, NC			—			447,081			1,401,379			—			447,081			1,401,379			1,848,460			46,620		2020		40 Years
Emerald Isle, NC			—			316,187			1,125,842			—			316,187			1,125,842			1,442,029			37,435		2020		40 Years
Fuquay-Varina, NC			—			4,398,922			10,142,102			—			4,398,922			10,142,102			14,541,024			485,976		2020		40 Years
Garner, NC			—			216,566			1,170,660			—			216,566			1,170,660			1,387,226			38,929		2020		40 Years
Goldsboro, NC			—			246,160			1,227,984			—			246,160			1,227,984			1,474,144			40,840		2020		40 Years
Goldsboro, NC			—			243,355			1,135,304			—			243,355			1,135,304			1,378,659			37,751		2020		40 Years
Greensboro, NC			—			272,962			1,126,017			—			272,962			1,126,017			1,398,979			37,441		2020		40 Years
Greenville, NC			—			161,533			1,095,964			—			161,533			1,095,964			1,257,497			36,439		2020		40 Years
Harkers Island, NC			—			964,627			2,109,360			—			964,627			2,109,360			3,073,987			70,312		2020		40 Years
Jacksonville, NC			—			405,135			1,122,908			—			405,135			1,122,908			1,528,043			37,430		2020		40 Years
Jacksonville, NC			—			3,213,710			10,021,579			—			3,213,710			10,021,579			13,235,289			313,027		2020		40 Years
Jacksonville, NC			—			295,296			1,426,015			12,096			295,296			1,438,111			1,733,407			35,877		2020		40 Years
Kinston, NC			—			358,915			1,016,305			—			358,915			1,016,305			1,375,220			33,877		2020		40 Years
Knotts Island, NC			—			129,285			1,232,265			—			129,285			1,232,265			1,361,550			41,076		2020		40 Years
Morehead City, NC			—			201,436			934,453			—			201,436			934,453			1,135,889			31,148		2020		40 Years
Randleman, NC			—			1,368,987			8,954,905			—			1,368,987			8,954,905			10,323,892			429,089		2020		40 Years
Randleman, NC			—			1,834,106			—			19,174			1,853,280			—			1,853,280			—		2020
Rocky Mount, NC			—			305,766			1,114,117			—			305,766			1,114,117			1,419,883			37,137		2020		40 Years
Rocky Mount, NC			—			206,675			960,873			—			206,675			960,873			1,167,548			32,029		2020		40 Years
Salisbury, NC			—			990,303			1,019,025			7,993			990,303			1,027,018			2,017,321			25,625		2020		40 Years
Salter Path, NC			—			245,172			1,012,413			—			245,172			1,012,413			1,257,585			33,747		2020		40 Years
Smithfield, NC			—			270,560			1,201,146			—			270,560			1,201,146			1,471,706			40,038		2020		40 Years
Sylva, NC			—			1,776,968			12,026,284			6,026			1,776,968			12,032,310			13,809,278			526,000		2020		40 Years
Waves, NC			—			320,928			1,092,703			—			320,928			1,092,703			1,413,631			36,423		2020		40 Years
Waxhaw, NC			—			679,943			2,377,641			—			679,943			2,377,641			3,057,584			69,277		2020		40 Years
Winston Salem, NC			—			232,299			1,069,191			—			232,299			1,069,191			1,301,490			35,640		2020		40 Years
Winston-Salem, NC			—			282,142			1,316,279			12,095			282,142			1,328,374			1,610,516			33,134		2020		40 Years
Winterville, NC			—			312,123			1,271,222			—			312,123			1,271,222			1,583,345			42,374		2020		40 Years
Stanley, ND			—			346,030			3,299,205			8,430			346,030			3,307,635			3,653,665			144,332		2020		40 Years
Lebanon, NH			—			694,609			3,892,685			61,494			694,609			3,954,179			4,648,788			162,594		2020		40 Years
Budd Lake, NJ			—			2,771,964			—			20,750			2,792,714			—			2,792,714			—		2020
Fairfield, NJ			—			2,358,323			—			24,454			2,382,777			—			2,382,777			—		2020
Paterson, NJ			—			—			—			—			—			—			—			—		2020

F-65

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Clovis, NM			—			74,256			943,641			11,851			74,256			955,492			1,029,748			25,758		2020		40 Years
Albany, NY			—			539,308			1,123,766			—			539,308			1,123,766			1,663,074			37,350		2020		40 Years
Bemus Point, NY			—			49,293			980,218			(53,367)			49,293			926,851			976,144			36,380		2020		40 Years
Candor, NY			—			271,132			1,012,522			(53,367)			271,132			959,155			1,230,287			37,624		2020		40 Years
Conklin, NY			—			247,429			939,529			(53,367)			247,429			886,162			1,133,591			34,887		2020		40 Years
Greene, NY			—			449,997			1,173,666			—			449,997			1,173,666			1,623,663			44,001		2020		40 Years
Hamburg, NY			—			526,596			561,841			4,891			526,596			566,732			1,093,328			14,138		2020		40 Years
Masonville, NY			—			222,228			1,059,364			—			222,228			1,059,364			1,281,592			39,714		2020		40 Years
Medford, NY			—			1,211,908			3,751,279			74			1,211,908			3,751,353			4,963,261			117,081		2020		40 Years
Mount Upton, NY			—			152,379			918,162			—			152,379			918,162			1,070,541			34,431		2020		40 Years
Olean, NY			—			1,224,360			12,197,768			181,275			1,224,360			12,379,043			13,603,403			533,363		2020		40 Years
Pompey, NY			—			774,544			1,437,312			—			774,544			1,437,312			2,211,856			53,899		2020		40 Years
Ripley, NY			—			110,279			756,748			—			110,279			756,748			867,027			28,378		2020		40 Years
Rochester, NY			—			2,391,104			13,146,442			—			2,391,104			13,146,442			15,537,546			410,627		2020		40 Years
Syracuse, NY			—			1,432,858			6,115,247			—			1,432,858			6,115,247			7,548,105			267,328		2020		40 Years
Wainscott, NY			—			4,544,060			4,084,794			—			4,544,060			4,084,794			8,628,854			178,577		2020		40 Years
Watertown, NY			—			523,013			1,323,771			7,380			523,013			1,331,151			1,854,164			41,384		2020		40 Years
Boardman, OH			—			483,754			1,817,047			—			483,754			1,817,047			2,300,801			64,294		2020		40 Years
Carrollton, OH			—			251,046			1,593,367			—			251,046			1,593,367			1,844,413			69,465		2020		40 Years
Chillicothe, OH			—			760,959			10,507,546			—			760,959			10,507,546			11,268,505			459,534		2020		40 Years
Cincinnati, OH			—			381,550			1,651,643			—			381,550			1,651,643			2,033,193			58,436		2020		40 Years
Columbus, OH			—			1,689,259			6,937,214			—			1,689,259			6,937,214			8,626,473			250,267		2020		40 Years
Defiance, OH			—			127,517			1,407,734			(75,085)			127,517			1,332,649			1,460,166			33,761		2020		40 Years
Dunkirk, OH			—			230,958			1,069,772			4,508			230,958			1,074,280			1,305,238			42,356		2020		40 Years
Hudson, OH			—			548,279			763,934			4,891			548,279			768,825			1,317,104			19,190		2020		40 Years
Mason, OH			—			4,470,714			11,479,943			7,630			4,470,714			11,487,573			15,958,287			382,640		2020		40 Years
Massillon, OH			—			118,153			1,177,205			7,992			118,153			1,185,197			1,303,350			29,580		2020		40 Years
Mayfield Heights, OH			—			696,965			987,268			4,891			696,965			992,159			1,689,124			24,773		2020		40 Years
Oregon, OH			—			4,915,676			11,980,299			—			4,915,676			11,980,299			16,895,975			349,284		2020		40 Years
Parma, OH			—			1,292,437			9,410			(1)			1,301,846			—			1,301,846			—		2020
Toledo, OH			—			8,645,091			30,638			—			8,675,729			—			8,675,729			—		2020
Toledo, OH			—			4,950,900			8,979,618			—			4,950,900			8,979,618			13,930,518			261,843		2020		40 Years
Westerville, OH			—			946,988			1,786,197			4,891			946,988			1,791,088			2,738,076			44,747		2020		40 Years
Westerville, OH			—			690,653			1,402,190			801,642			690,653			2,203,832			2,894,485			49,461		2020		40 Years
Checotah, OK			—			151,906			862,730			—			151,906			862,730			1,014,636			37,717		2020		40 Years
Elk City, OK			—			507,204			3,969,937			—			507,204			3,969,937			4,477,141			148,741		2020		40 Years
Moore, OK			—			1,649,938			1,480,239			7,993			1,649,938			1,488,232			3,138,170			37,156		2020		40 Years

F-66

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Oklahoma City, OK			—			356,795			1,349,469			—			356,795			1,349,469			1,706,264			47,734		2020		40 Years
Eugene, OR			—			4,253,602			7,543,456			—			4,253,602			7,543,456			11,797,058			235,639		2020		40 Years
Seaside, OR			—			376,612			5,093,532			1,875			376,612			5,095,407			5,472,019			190,903		2020		40 Years
Bristol, PA			—			1,201,361			9,382			—			1,210,743			—			1,210,743			—		2020
Lawrence Township, PA			—			225,955			1,552,979			16,800			225,955			1,569,779			1,795,734			61,472		2020		40 Years
Nescopeck, PA			—			428,452			1,362,404			—			428,452			1,362,404			1,790,856			48,252		2020		40 Years
New Milford, PA			—			206,824			1,139,407			4,509			206,824			1,143,916			1,350,740			45,112		2020		40 Years
Orangeville, PA			—			201,441			1,065,583			—			201,441			1,065,583			1,267,024			33,299		2020		40 Years
Port Trevorton, PA			—			143,540			955,027			4,508			143,540			959,535			1,103,075			37,814		2020		40 Years
Tobyhanna, PA			—			181,003			1,066,380			4,509			181,003			1,070,889			1,251,892			42,222		2020		40 Years
Wellsboro, PA			—			165,062			1,091,790			—			165,062			1,091,790			1,256,852			27,295		2020		40 Years
Whitehall, PA			—			1,139,318			2,964,839			526,241			1,139,318			3,491,080			4,630,398			156,123		2020		40 Years
Chapin, SC			—			237,432			1,540,336			—			237,432			1,540,336			1,777,768			54,423		2020		40 Years
Clemson, SC			—			501,288			1,898,545			6,845			501,288			1,905,390			2,406,678			79,128		2020		40 Years
Columbia, SC			—			1,233,052			5,532,637			—			1,233,052			5,532,637			6,765,689			241,813		2020		40 Years
Columbia, SC			—			354,953			1,670,857			—			354,953			1,670,857			2,025,810			52,141		2020		40 Years
Greer, SC			—			426,062			1,800,058			—			426,062			1,800,058			2,226,120			86,253		2020		40 Years
Irmo, SC			—			274,327			729,177			—			274,327			729,177			1,003,504			22,787		2020		40 Years
Myrtle Beach, SC			—			858,941			1,377,893			—			858,941			1,377,893			2,236,834			66,024		2020		40 Years
Myrtle Beach, SC			—			389,784			915,150			7,993			389,784			923,143			1,312,927			23,028		2020		40 Years
Pageland, SC			—			305,018			2,185,114			24,897			305,018			2,210,011			2,515,029			59,498		2020		40 Years
Vermillion, SD			—			182,981			1,352,667			186,311			182,981			1,538,978			1,721,959			53,760		2020		40 Years
Yankton, SD			—			197,328			985,756			7,993			197,328			993,749			1,191,077			24,794		2020		40 Years
Cleveland, TN			—			1,060,966			1,508,917			—			1,060,966			1,508,917			2,569,883			72,302		2020		40 Years
Henderson, TN			—			109,252			705,187			—			109,252			705,187			814,439			21,983		2020		40 Years
Kimball, TN			—			1,509,366			11,782,512			—			1,509,366			11,782,512			13,291,878			441,631		2020		40 Years
Knoxville, TN			—			4,110,394			12,554,772			—			4,110,394			12,554,772			16,665,166			470,659		2020		40 Years
Knoxville, TN			—			210,544			1,396,261			—			210,544			1,396,261			1,606,805			43,515		2020		40 Years
Lakeland, TN			—			237,682			795,446			—			237,682			795,446			1,033,128			24,804		2020		40 Years
Nashville, TN			—			556,406			980,902			—			556,406			980,902			1,537,308			44,867		2020		40 Years
Nashville, TN			—			355,577			1,331,745			—			355,577			1,331,745			1,687,322			47,106		2020		40 Years
Seymour, TN			—			187,929			1,302,250			—			187,929			1,302,250			1,490,179			46,042		2020		40 Years
Tullahoma, TN			—			1,206,870			9,840,853			12,758			1,206,870			9,853,611			11,060,481			266,747		2020		40 Years
Belton, TX			—			587,479			2,228,889			—			587,479			2,228,889			2,816,368			64,936		2020		40 Years
Comanche, TX			—			93,935			1,213,190			—			93,935			1,213,190			1,307,125			60,660		2020		40 Years
Conroe, TX			—			1,227,703			—			4,880			1,232,583			—			1,232,583			—		2020
Converse, TX			—			1,425,000			471,349			—			1,425,000			471,349			1,896,349			16,523		2020		40 Years

F-67

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Converse, TX			—			200,802			1,642,854			8,674			200,802			1,651,528			1,852,330			44,508		2020		40 Years
Cuero, TX			—			361,553			2,937,261			—			361,553			2,937,261			3,298,814			91,734		2020		40 Years
Dayton, TX			—			167,367			1,222,272			9,162			167,367			1,231,434			1,398,801			30,729		2020		40 Years
Devine, TX			—			307,379			1,194,057			—			307,379			1,194,057			1,501,436			37,314		2020		40 Years
El Paso, TX			—			5,085,368			9,188,052			17,206			5,085,368			9,205,258			14,290,626			382,800		2020		40 Years
Euless, TX			—			802,881			1,599,698			—			802,881			1,599,698			2,402,579			59,989		2020		40 Years
Gonzales, TX			—			382,828			2,667,952			—			382,828			2,667,952			3,050,780			83,313		2020		40 Years
Harker Heights, TX			—			659,665			863,417			—			659,665			863,417			1,523,082			26,982		2020		40 Years
Harker Heights, TX			—			1,564,673			806,551			12,204			1,564,673			818,755			2,383,428			20,384		2020		40 Years
Harlingen, TX			—			231,002			2,423,937			196,346			231,002			2,620,283			2,851,285			79,078		2020		40 Years
Houston, TX			—			5,229,809			6,223,821			22,179			5,229,809			6,246,000			11,475,809			212,020		2020		40 Years
Houston, TX			—			812,409			2,365,951			—			812,409			2,365,951			3,178,360			73,872		2020		40 Years
Houston, TX			—			835,464			5,596			17,094			858,154			—			858,154			—		2020
Humble, TX			—			595,712			2,044,118			—			595,712			2,044,118			2,639,830			80,813		2020		40 Years
La Feria, TX			—			44,473			1,170,246			6,975			44,473			1,177,221			1,221,694			34,263		2020		40 Years
Lake Jackson, TX			—			898,275			1,791,093			7,992			898,275			1,799,085			2,697,360			44,927		2020		40 Years
Lewisville, TX			—			1,033,074			1,746,113			—			1,033,074			1,746,113			2,779,187			65,480		2020		40 Years
Lubbock, TX			—			332,773			933,072			4,891			332,773			937,963			1,270,736			23,419		2020		40 Years
Lubbock, TX			—			1,884,836			5,897,417			38,387			1,884,836			5,935,804			7,820,640			148,108		2020		40 Years
Mansfield, TX			—			1,116,200			1,554,255			7,992			1,116,200			1,562,247			2,678,447			39,006		2020		40 Years
Mckinney, TX			—			2,304,155			1,862,729			7,993			2,304,155			1,870,722			4,174,877			46,718		2020		40 Years
Rhome, TX			—			477,504			2,267,040			21,819			477,504			2,288,859			2,766,363			57,061		2020		40 Years
Saginaw, TX			—			318,799			734,538			—			318,799			734,538			1,053,337			22,901		2020		40 Years
San Antonio, TX			—			947,884			884,952			7,993			947,884			892,945			1,840,829			22,274		2020		40 Years
Terrell, TX			—			1,065,186			3,244,273			—			1,065,186			3,244,273			4,309,459			162,215		2020		40 Years
Tomball, TX			—			789,415			1,258,695			7,992			789,415			1,266,687			2,056,102			31,617		2020		40 Years
Weslaco, TX			—			921,078			2,179,132			(581)			921,078			2,178,551			3,099,629			55,153		2020		40 Years
Wylie, TX			—			1,386,391			1,793,944			7,993			1,386,391			1,801,937			3,188,328			44,998		2020		40 Years
Chester, VA			—			389,357			—			37,083			426,440			—			426,440			—		2020
Galax, VA			—			160,074			1,185,312			14,576			160,074			1,199,888			1,359,962			32,359		2020		40 Years
Henrico, VA			—			439,174			1,681,279			36,356			439,174			1,717,635			2,156,809			43,065		2020		40 Years
Lynchburg, VA			—			241,396			890,833			12,096			241,396			902,929			1,144,325			22,498		2020		40 Years
Burlington, WI			—			1,121,515			3,220,272			7,993			1,121,515			3,228,265			4,349,780			80,657		2020		40 Years
Germantown, WI			—			617,945			1,199,846			7,993			617,945			1,207,839			1,825,784			30,146		2020		40 Years
Minocqua, WI			—			226,898			2,866,258			680			226,898			2,866,938			3,093,836			83,482		2020		40 Years
Mt. Pleasant, WI			—			1,705,035			14,386,315			—			1,705,035			14,386,315			16,091,350			449,427		2020		40 Years
Portage, WI			—			800,764			3,052,566			—			800,764			3,052,566			3,853,330			101,715		2020		40 Years

F-68

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Vienna, WV			—			141,299			1,283,342			—			141,299			1,283,342			1,424,641			64,168		2020		40 Years
Cheyenne, WY			—			884,988			2,104,537			7,993			884,988			2,112,530			2,997,518			52,763		2020		40 Years
Gadsden, AL			—			1,516,549			—			—			1,516,549			—			1,516,549			—		2021
Jasper, AL			—			733,824			5,508,628			—			733,824			5,508,628			6,242,452			34,359		2021		40 Years
Pelham, AL			—			919,330			2,327,831			—			919,330			2,327,831			3,247,161			53,346		2021		40 Years
Theodore, AL			—			121,550			1,211,283			—			121,550			1,211,283			1,332,833			—		2021		40 Years
Bentonville, AR			—			2,278,930			1,199,562			—			2,278,930			1,199,562			3,478,492			22,477		2021		40 Years
Jonesboro, AR			—			345,738			1,279,134			—			345,738			1,279,134			1,624,872			—		2021		40 Years
Little Rock, AR			—			2,050,887			1,527,796			—			2,050,887			1,527,796			3,578,683			18,958		2021		40 Years
Springdale, AR			—			1,331,671			1,696,714			—			1,331,671			1,696,714			3,028,385			14,123		2021		40 Years
Avondale, AZ			—			399,574			2,237,087			—			399,574			2,237,087			2,636,661			—		2021		40 Years
Winslow, AZ			—			375,135			999,436			—			375,135			999,436			1,374,571			12,395		2021		40 Years
Colton, CA			—			2,917,244			6,274,140			—			2,917,244			6,274,140			9,191,384			143,746		2021		40 Years
Colton, CA			—			904,398			—			—			904,398			—			904,398			—		2021
Elk Grove, CA			—			1,692,244			3,387,901			—			1,692,244			3,387,901			5,080,145			77,639		2021		40 Years
Pleasant Hill, CA			—			17,618,136			—			—			17,618,136			—			17,618,136			—		2021
Sacramento, CA			—			2,962,751			14,367,331			—			2,962,751			14,367,331			17,330,082			29,858		2021		40 Years
Van Nuys, CA			—			10,821,454			6,196,785			—			10,821,454			6,196,785			17,018,239			—		2021		40 Years
Silverthorne, CO			—			4,368,862			6,781,801			—			4,368,862			6,781,801			11,150,663			—		2021		40 Years
Colchester, CT			—			503,706			5,280,982			—			503,706			5,280,982			5,784,688			88,016		2021		40 Years
Orange, CT			—			2,155,182			2,723,325			—			2,155,182			2,723,325			4,878,507			28,051		2021		40 Years
Stratford, CT			—			993,610			6,285,488			—			993,610			6,285,488			7,279,098			39,233		2021		40 Years
Wallingford, CT			—			4,598,776			19,587,021			—			4,598,776			19,587,021			24,185,797			203,887		2021		40 Years
Wallingford, CT			—			13,491,385			4,628,672			—			13,491,385			4,628,672			18,120,057			11,403		2021		40 Years
Bridgeville, DE			—			2,496,605			—			—			2,496,605			—			2,496,605			—		2021
Daytona Beach, FL			—			3,248,529			—			—			3,248,529			—			3,248,529			—		2021
Daytona Beach, FL			—			2,949,873			7,123,762			—			2,949,873			7,123,762			10,073,635			29,533		2021		40 Years
Fort Walton Beach, FL			—			691,891			1,034,268			—			691,891			1,034,268			1,726,159			17,154		2021		40 Years
Hialeah, FL			—			4,971,380			—			—			4,971,380			—			4,971,380			—		2021
Hollywood, FL			—			804,622			3,907,841			—			804,622			3,907,841			4,712,463			57,000		2021		40 Years
Homestead, FL			—			545,581			1,461,745			—			545,581			1,461,745			2,007,326			36,329		2021		40 Years
Jacksonville, FL			—			1,072,558			756,285			—			1,072,558			756,285			1,828,843			14,058		2021		40 Years
Merritt Island, FL			—			422,211			2,372,216			—			422,211			2,372,216			2,794,427			14,767		2021		40 Years
Naples, FL			—			1,453,431			—			—			1,453,431			—			1,453,431			—		2021
Naples, FL			—			1,190,857			—			—			1,190,857			—			1,190,857			—		2021
Naples, FL			—			8,035,701			10,505,521			—			8,035,701			10,505,521			18,541,222			65,181		2021		40 Years
Orlando, FL			—			1,039,722			—			—			1,039,722			—			1,039,722			—		2021

F-69

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Pembroke Pines, FL			—			2,285,774			—			—			2,285,774			—			2,285,774			—		2021
Sarasota, FL			—			1,178,923			922,936			—			1,178,923			922,936			2,101,859			7,675		2021		40 Years
Tampa, FL			—			439,430			—			—			439,430			—			439,430			—		2021
Vero Beach, FL			—			1,046,780			—			—			1,046,780			—			1,046,780			—		2021
Yulee, FL			—			2,262,371			7,246,236			—			2,262,371			7,246,236			9,508,607			90,005		2021		40 Years
Athens, GA			—			68,943			6,048,020			—			68,943			6,048,020			6,116,963			87,778		2021		40 Years
Buford, GA			—			933,105			1,460,129			—			933,105			1,460,129			2,393,234			17,631		2021		40 Years
Conyers, GA			—			347,441			2,622,249			—			347,441			2,622,249			2,969,690			—		2021		40 Years
Dublin, GA			—			217,337			605,199			—			217,337			605,199			822,536			3,783		2021		40 Years
Gray, GA			—			148,268			1,074,924			—			148,268			1,074,924			1,223,192			17,888		2021		40 Years
Jefferson, GA			—			527,074			931,010			—			527,074			931,010			1,458,084			3,783		2021		40 Years
Jonesboro, GA			—			344,270			1,576,064			—			344,270			1,576,064			1,920,334			3,232		2021		40 Years
Kingsland, GA			—			185,047			2,599,400			—			185,047			2,599,400			2,784,447			21,588		2021		40 Years
Marietta, GA			—			1,177,865			1,833,593			—			1,177,865			1,833,593			3,011,458			42,020		2021		40 Years
Rome, GA			—			1,380,532			—			—			1,380,532			—			1,380,532			—		2021
Stockbridge, GA			—			278,080			1,479,158			—			278,080			1,479,158			1,757,238			—		2021		40 Years
Thomson, GA			—			257,455			1,291,280			—			257,455			1,291,280			1,548,735			—		2021		40 Years
Centerville, IA			—			182,203			2,115,086			—			182,203			2,115,086			2,297,289			30,671		2021		40 Years
Des Moines, IA			—			902,749			—			—			902,749			—			902,749			—		2021
Mason City, IA			—			869,564			3,270,795			—			869,564			3,270,795			4,140,359			45,487		2021		40 Years
Nampa, ID			—			229,425			1,558,507			—			229,425			1,558,507			1,787,932			16,214		2021		40 Years
Bloomingdale, IL			—			5,377,240			9,661,090			—			5,377,240			9,661,090			15,038,330			180,902		2021		40 Years
Bloomington, IL			—			239,089			1,826,238			—			239,089			1,826,238			2,065,327			19,003		2021		40 Years
Bourbonnais, IL			—			1,593,823			1,525,782			—			1,593,823			1,525,782			3,119,605			3,143		2021		40 Years
Carbondale, IL			—			496,342			1,025,021			—			496,342			1,025,021			1,521,363			8,526		2021		40 Years
Champaign, IL			—			3,112,523			4,504,390			—			3,112,523			4,504,390			7,616,913			27,901		2021		40 Years
Charleston, IL			—			2,650,341			—			—			2,650,341			—			2,650,341			—		2021
Chicago, IL			—			698,854			1,412,178			—			698,854			1,412,178			2,111,032			32,224		2021		40 Years
Coal City, IL			—			453,744			1,080,622			—			453,744			1,080,622			1,534,366			20,089		2021		40 Years
East Dundee, IL			—			1,567,806			—			—			1,567,806			—			1,567,806			—		2021
East Peoria, IL			—			2,404,155			—			—			2,404,155			—			2,404,155			—		2021
Hampshire, IL			—			3,866,229			—			—			3,866,229			—			3,866,229			—		2021
Huntley, IL			—			2,089,500			—			—			2,089,500			—			2,089,500			—		2021
Joliet, IL			—			536,897			3,011,274			—			536,897			3,011,274			3,548,171			62,365		2021		40 Years
Lakemoor, IL			—			987,967			—			—			987,967			—			987,967			—		2021
Lombard, IL			—			5,480,904			—			—			5,480,904			—			5,480,904			—		2021
Mount Prospect, IL			—			885,540			—			—			885,540			—			885,540			—		2021

F-70

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Naperville, IL			—			3,973,788			12,799,047			—			3,973,788			12,799,047			16,772,835			79,617		2021		40 Years
Rockford, IL			—			563,262			1,471,698			—			563,262			1,471,698			2,034,960			27,362		2021		40 Years
Romeoville, IL			—			4,835,683			—			—			4,835,683			—			4,835,683			—		2021
Schiller Park, IL			—			2,585,445			—			—			2,585,445			—			2,585,445			—		2021
Sheffield, IL			—			217,455			998,824			—			217,455			998,824			1,216,279			2,060		2021		40 Years
South Chicago Heights, IL			—			205,849			1,452,724			—			205,849			1,452,724			1,658,573			15,113		2021		40 Years
South Elgin, IL			—			648,899			3,916,025			—			648,899			3,916,025			4,564,924			8,077		2021		40 Years
South Elgin, IL			—			985,408			2,746,744			—			985,408			2,746,744			3,732,152			17,074		2021		40 Years
Streator, IL			—			203,924			1,040,180			—			203,924			1,040,180			1,244,104			2,146		2021		40 Years
Westchester, IL			—			296,452			1,252,538			—			296,452			1,252,538			1,548,990			10,438		2021		40 Years
Westmont, IL			—			2,284,013			8,912,960			—			2,284,013			8,912,960			11,196,973			185,326		2021		40 Years
Bedford, IN			—			239,065			956,272			—			239,065			956,272			1,195,337			1,972		2021		40 Years
Brownburg, IN			—			329,868			3,033,286			—			329,868			3,033,286			3,363,154			69,513		2021		40 Years
Fort Wayne, IN			—			329,123			1,521,763			—			329,123			1,521,763			1,850,886			3,144		2021		40 Years
Granger, IN			—			406,211			1,459,388			—			406,211			1,459,388			1,865,599			24,323		2021		40 Years
Indianapolis, IN			—			362,907			2,710,927			—			362,907			2,710,927			3,073,834			28,219		2021		40 Years
Atchison, KS			—			298,258			1,193,243			—			298,258			1,193,243			1,491,501			2,480		2021		40 Years
Kiowa, KS			—			20,642			1,469,150			—			20,642			1,469,150			1,489,792			6,066		2021		40 Years
Liberal, KS			—			418,695			6,919,579			—			418,695			6,919,579			7,338,274			72,059		2021		40 Years
Manhattan, KS			—			1,419,099			—			—			1,419,099			—			1,419,099			—		2021
Merriam, KS			—			1,688,893			6,844,926			—			1,688,893			6,844,926			8,533,819			128,195		2021		40 Years
Louisville, KY			—			1,716,439			10,797,925			—			1,716,439			10,797,925			12,514,364			—		2021		40 Years
Bossier City, LA			—			695,883			1,918,101			—			695,883			1,918,101			2,613,984			39,679		2021		40 Years
Chalmette, LA			—			1,041,287			1,521,346			—			1,041,287			1,521,346			2,562,633			9,393		2021		40 Years
Clinton, LA			—			164,982			1,057,099			—			164,982			1,057,099			1,222,081			24,225		2021		40 Years
Independence, LA			—			273,598			1,022,901			—			273,598			1,022,901			1,296,499			—		2021		40 Years
Lake Charles, LA			—			976,288			2,744,759			—			976,288			2,744,759			3,721,047			57,017		2021		40 Years
Pineville, LA			—			136,853			1,307,116			—			136,853			1,307,116			1,443,969			29,879		2021		40 Years
Walker, LA			—			90,393			1,383,507			—			90,393			1,383,507			1,473,900			17,214		2021		40 Years
Abingdon, MA			—			8,465,529			—			—			8,465,529			—			8,465,529			—		2021
Fall River, MA			—			721,506			5,380,883			—			721,506			5,380,883			6,102,389			89,435		2021		40 Years
Pittsfield, MA			—			1,514,648			16,947,554			—			1,514,648			16,947,554			18,462,202			141,214		2021		40 Years
Springfield, MA			—			4,451,982			—			—			4,451,982			—			4,451,982			—		2021
Baltimore, MD			—			1,393,361			2,819,672			—			1,393,361			2,819,672			4,213,033			5,864		2021		40 Years
Baltimore (Gwynn Oak), MD			—			1,225,061			—			—			1,225,061			—			1,225,061			—		2021
Bel Air, MD			—			499,309			—			—			499,309			—			499,309			—		2021
Dundalk, MD			—			746,235			1,564,948			—			746,235			1,564,948			2,311,183			38,909		2021		40 Years

F-71

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Battle Creek, MI			—			101,794			1,083,512			—			101,794			1,083,512			1,185,306			13,315		2021		40 Years
Battle Creek, MI			—			271,928			1,143,856			—			271,928			1,143,856			1,415,784			2,362		2021		40 Years
Grand Rapids, MI			—			925,205			5,848,684			—			925,205			5,848,684			6,773,889			84,791		2021		40 Years
Lansing, MI			—			7,204,001			—			—			7,204,001			—			7,204,001			—		2021
Lansing, MI			—			4,285,184			—			—			4,285,184			—			4,285,184			—		2021
Okemos, MI			—			4,607,749			5,825,877			—			4,607,749			5,825,877			10,433,626			84,827		2021		40 Years
Saginaw, MI			—			285,004			896,731			—			285,004			896,731			1,181,735			—		2021		40 Years
Saginaw, MI			—			1,859,019			—			—			1,859,019			—			1,859,019			—		2021
Saginaw, MI			—			855,000			1,267,920			—			855,000			1,267,920			2,122,920			—		2021		40 Years
Sterling Heights, MI			—			484,463			2,991,098			—			484,463			2,991,098			3,475,561			51,546		2021		40 Years
Taylor, MI			—			403,176			1,862,968			—			403,176			1,862,968			2,266,144			23,190		2021		40 Years
Brooklyn Park, MN			—			2,386,951			2,002,599			—			2,386,951			2,002,599			4,389,550			41,721		2021		40 Years
Burnsville, MN			—			588,062			1,977,978			—			588,062			1,977,978			2,566,040			—		2021		40 Years
Fridley, MN			—			4,775,640			—			—			4,775,640			—			4,775,640			—		2021
Lakeville, MN			—			1,566,580			2,730,817			—			1,566,580			2,730,817			4,297,397			56,811		2021		40 Years
Oakdale, MN			—			4,800,338			12,814,387			—			4,800,338			12,814,387			17,614,725			240,018		2021		40 Years
Savage, MN			—			1,470,298			1,283,392			—			1,470,298			1,283,392			2,753,690			26,656		2021		40 Years
California, MO			—			62,996			1,479,867			—			62,996			1,479,867			1,542,863			24,596		2021		40 Years
Marshfield, MO			—			795,252			4,724,969			—			795,252			4,724,969			5,520,221			78,534		2021		40 Years
Pevely, MO			—			724,554			1,130,540			—			724,554			1,130,540			1,855,094			23,505		2021		40 Years
Sugar Creek, MO			—			488,219			1,038,408			—			488,219			1,038,408			1,526,627			17,238		2021		40 Years
Byhalia, MS			—			150,179			1,417,039			—			150,179			1,417,039			1,567,218			2,912		2021		40 Years
Byram, MS			—			5,279,846			10,832,879			—			5,279,846			10,832,879			16,112,725			157,846		2021		40 Years
Vicksburg, MS			—			705,202			825,075			—			705,202			825,075			1,530,277			5,061		2021		40 Years
Sidney, MT			—			190,517			3,935,720			—			190,517			3,935,720			4,126,237			24,529		2021		40 Years
Cary, NC			—			1,972,755			—			—			1,972,755			—			1,972,755			—		2021
Cary, NC			—			810,927			—			—			810,927			—			810,927			—		2021
Charlotte, NC			—			1,344,585			—			—			1,344,585			—			1,344,585			—		2021
Denver, NC			—			199,637			1,323,072			—			199,637			1,323,072			1,522,709			19,271		2021		40 Years
Denver, NC			—			188,155			702,254			—			188,155			702,254			890,409			10,217		2021		40 Years
Garner, NC			—			545,483			2,714,833			—			545,483			2,714,833			3,260,316			62,215		2021		40 Years
Gastonia, NC			—			261,641			1,033,980			—			261,641			1,033,980			1,295,621			25,850		2021		40 Years
Hickory, NC			—			417,127			1,548,699			—			417,127			1,548,699			1,965,826			6,402		2021		40 Years
High Point, NC			—			367,561			1,427,032			—			367,561			1,427,032			1,794,593			35,676		2021		40 Years
Holly Springs, NC			—			1,298,760			—			—			1,298,760			—			1,298,760			—		2021
Holly Springs, NC			—			996,275			—			—			996,275			—			996,275			—		2021
Holly Springs, NC			—			1,200,518			—			—			1,200,518			—			1,200,518			—		2021

F-72

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Holly Springs, NC			—			1,024,340			—			—			1,024,340			—			1,024,340			—		2021
Holly Springs, NC			—			1,405,020			—			—			1,405,020			—			1,405,020			—		2021
Holly Springs, NC			—			1,611,871			—			—			1,611,871			—			1,611,871			—		2021
Mt. Airy, NC			—			188,167			1,318,013			—			188,167			1,318,013			1,506,180			2,691		2021		40 Years
Statesville, NC			—			1,073,746			6,186,151			—			1,073,746			6,186,151			7,259,897			154,654		2021		40 Years
Statesville, NC			—			742,521			1,547,361			—			742,521			1,547,361			2,289,882			9,671		2021		40 Years
Wilmington, NC			—			1,387,879			—			—			1,387,879			—			1,387,879			—		2021
Bottineau, ND			—			680,781			2,851,784			—			680,781			2,851,784			3,532,565			5,934		2021		40 Years
Blair, NE			—			65,927			1,171,950			—			65,927			1,171,950			1,237,877			9,664		2021		40 Years
Crete, NE			—			283,765			4,583,875			—			283,765			4,583,875			4,867,640			19,004		2021		40 Years
Valentine, NE			—			30,526			1,276,252			—			30,526			1,276,252			1,306,778			2,628		2021		40 Years
Wayne, NE			—			24,660			1,211,103			—			24,660			1,211,103			1,235,763			9,990		2021		40 Years
Hooksett, NH			—			2,474,821			—			—			2,474,821			—			2,474,821			—		2021
Hooksett, NH			—			3,660,471			—			—			3,660,471			—			3,660,471			—		2021
Bellmawr, NJ			—			3,517,630			—			—			3,517,630			—			3,517,630			—		2021
Berlin, NJ			—			4,487,319			—			—			4,487,319			—			4,487,319			—		2021
East Hanover, NJ			—			2,424,060			—			—			2,424,060			—			2,424,060			—		2021
East Hanover, NJ			—			6,185,969			6,748,014			—			6,185,969			6,748,014			12,933,983			140,061		2021		40 Years
Eatontown, NJ			—			4,073,886			—			—			4,073,886			—			4,073,886			—		2021
Elizabeth, NJ			—			1,389,441			—			—			1,389,441			—			1,389,441			—		2021
Hammonton, NJ			—			4,231,954			—			—			4,231,954			—			4,231,954			—		2021
Lawrenceville, NJ			—			19,909			—			—			19,909			—			19,909			—		2021
Lawrenceville, NJ			—			12,118			—			—			12,118			—			12,118			—		2021
Lawrenceville, NJ			—			—			1,111,855			—			—			1,111,855			1,111,855			22,969		2021		40 Years
Lawrenceville, NJ			—			19,909			—			—			19,909			—			19,909			—		2021
Lawrenceville, NJ			—			19,909			—			—			19,909			—			19,909			—		2021
North Plainfield, NJ			—			1,189,310			1,655,062			—			1,189,310			1,655,062			2,844,372			30,944		2021		40 Years
Parsippany, NJ			—			4,683,017			—			—			4,683,017			—			4,683,017			—		2021
Parsippany, NJ			—			896,104			1,977,903			—			896,104			1,977,903			2,874,007			24,724		2021		40 Years
Parsippany, NJ			—			20,901,499			—			—			20,901,499			—			20,901,499			—		2021
Pennsauken, NJ			—			3,731,685			—			—			3,731,685			—			3,731,685			—		2021
Randolph, NJ			—			3,550,608			—			—			3,550,608			—			3,550,608			—		2021
Upper Deerfield, NJ			—			194,607			1,729,659			—			194,607			1,729,659			1,924,266			14,396		2021		40 Years
Whippany, NJ			—			3,557,958			—			—			3,557,958			—			3,557,958			—		2021
Woodbine, NJ			—			354,591			1,545,735			—			354,591			1,545,735			1,900,326			38,429		2021		40 Years
Woodbridge, NJ			—			737,212			2,644,765			—			737,212			2,644,765			3,381,977			49,460		2021		40 Years
Albuquerque, NM			—			2,812,052			—			—			2,812,052			—			2,812,052			—		2021

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Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Albuquerque, NM			—			433,221			1,163,623			—			433,221			1,163,623			1,596,844			14,410		2021		40 Years
Albuquerque, NM			—			698,506			3,183,377			—			698,506			3,183,377			3,881,883			6,631		2021		40 Years
Espanola, NM			—			5,630,895			—			—			5,630,895			—			5,630,895			—		2021
Kingston, NY			—			515,184			3,795,511			—			515,184			3,795,511			4,310,695			23,472		2021		40 Years
New Rochelle, NY			—			14,519,339			21,244,741			—			14,519,339			21,244,741			35,764,080			309,914		2021		40 Years
Niagara Falls, NY			—			353,653			6,062,345			—			353,653			6,062,345			6,415,998			113,483		2021		40 Years
North Babylon, NY			—			2,090,724			—			—			2,090,724			—			2,090,724			—		2021
Plattsburgh, NY			—			161,089			2,240,530			—			161,089			2,240,530			2,401,619			14,003		2021		40 Years
Rochester, NY			—			1,097,316			7,362,973			—			1,097,316			7,362,973			8,460,289			137,698		2021		40 Years
Scarsdale, NY			—			886,492			1,108,577			—			886,492			1,108,577			1,995,069			6,848		2021		40 Years
Wappingers Falls, NY			—			595,962			3,792,944			—			595,962			3,792,944			4,388,906			63,216		2021		40 Years
Bedford, OH			—			222,469			1,643,801			—			222,469			1,643,801			1,866,270			13,519		2021		40 Years
Canton, OH			—			289,416			1,625,007			—			289,416			1,625,007			1,914,423			3,345		2021		40 Years
Chesepeake, OH			—			314,084			2,102,730			—			314,084			2,102,730			2,416,814			48,085		2021		40 Years
Columbus, OH			—			1,009,008			—			—			1,009,008			—			1,009,008			—		2021
Dayton, OH			—			168,736			1,738,910			—			168,736			1,738,910			1,907,646			10,752		2021		40 Years
Fairview Park, OH			—			1,445,514			5,043,700			—			1,445,514			5,043,700			6,489,214			10,477		2021		40 Years
Gallipolis, OH			—			818,390			2,159,967			—			818,390			2,159,967			2,978,357			49,397		2021		40 Years
Geneva, OH			—			193,381			1,317,460			—			193,381			1,317,460			1,510,841			10,853		2021		40 Years
Groveport, OH			—			386,687			1,166,510			—			386,687			1,166,510			1,553,197			19,297		2021		40 Years
Hillard, OH			—			1,030,560			—			—			1,030,560			—			1,030,560			—		2021
Hilliard, OH			—			1,152,478			—			—			1,152,478			—			1,152,478			—		2021
Hilliard, OH			—			1,041,080			—			—			1,041,080			—			1,041,080			—		2021
Hilliard, OH			—			707,910			—			—			707,910			—			707,910			—		2021
Hilliard, OH			—			1,428,428			—			—			1,428,428			—			1,428,428			—		2021
Mentor, OH			—			484,808			2,222,441			—			484,808			2,222,441			2,707,249			—		2021		40 Years
Milford Center, OH			—			193,215			924,186			—			193,215			924,186			1,117,401			—		2021		40 Years
NW Lexington, OH			—			670,811			2,171,553			—			670,811			2,171,553			2,842,364			49,662		2021		40 Years
Octa, OH			—			3,303,590			—			—			3,303,590			—			3,303,590			—		2021
Pataskala, OH			—			626,985			1,071,479			—			626,985			1,071,479			1,698,464			8,837		2021		40 Years
Reynoldsburg, OH			—			1,986,486			—			—			1,986,486			—			1,986,486			—		2021
Rocky River, OH			—			4,045,087			—			—			4,045,087			—			4,045,087			—		2021
Rocky River, OH			—			2,151,951			—			—			2,151,951			—			2,151,951			—		2021
Rocky River, OH			—			1,372,577			—			—			1,372,577			—			1,372,577			—		2021
Sidney, OH			—			45,594			1,562,442			—			45,594			1,562,442			1,608,036			12,929		2021		40 Years
Streetsboro, OH			—			199,026			975,438			—			199,026			975,438			1,174,464			—		2021		40 Years
Toledo, OH			—			4,839,262			6,842,158			—			4,839,262			6,842,158			11,681,420			99,648		2021		40 Years

F-74

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Urbana, OH			—			4,690,277			6,963,348			—			4,690,277			6,963,348			11,653,625			101,415		2021		40 Years
Winchester, OH			—			259,544			1,236,805			—			259,544			1,236,805			1,496,349			2,536		2021		40 Years
Atoka, OK			—			335,303			3,504,781			—			335,303			3,504,781			3,840,084			21,835		2021		40 Years
Stillwater, OK			—			501,114			3,252,177			—			501,114			3,252,177			3,753,291			20,242		2021		40 Years
Tillamook, OR			—			1,491,707			5,261,299			—			1,491,707			5,261,299			6,753,006			65,696		2021		40 Years
Cranberry, PA			—			1,677,064			—			—			1,677,064			—			1,677,064			—		2021
Dunmore, PA			—			2,386,896			—			—			2,386,896			—			2,386,896			—		2021
Erie, PA			—			1,545,236			20,023,873			—			1,545,236			20,023,873			21,569,109			83,199		2021		40 Years
Greenville, PA			—			1,117,096			10,381,185			—			1,117,096			10,381,185			11,498,281			—		2021		40 Years
Harrisburg, PA			—			1,276,788			—			—			1,276,788			—			1,276,788			—		2021
Philadelphia, PA			—			547,237			1,503,662			—			547,237			1,503,662			2,050,899			28,116		2021		40 Years
Quakertown, PA			—			1,763,324			—			—			1,763,324			—			1,763,324			—		2021
West Mifflin, PA			—			1,275,400			—			—			1,275,400			—			1,275,400			—		2021
Anderson, SC			—			1,327,346			5,564,166			—			1,327,346			5,564,166			6,891,512			34,510		2021		40 Years
Bluffton, SC			—			473,900			3,740,291			—			473,900			3,740,291			4,214,191			23,267		2021		40 Years
Columbia, SC			—			307,888			2,411,359			—			307,888			2,411,359			2,719,247			15,000		2021		40 Years
Fort Mill, SC			—			1,675,276			5,987,483			—			1,675,276			5,987,483			7,662,759			24,948		2021		40 Years
Lancaster, SC			—			187,595			991,659			—			187,595			991,659			1,179,254			6,132		2021		40 Years
Olanta, SC			—			81,182			820,443			—			81,182			820,443			901,625			5,061		2021		40 Years
Sumter, SC			—			305,903			571,538			—			305,903			571,538			877,441			3,506		2021		40 Years
Pierre, SD			—			181,579			2,071,921			—			181,579			2,071,921			2,253,500			25,818		2021		40 Years
Watertown, SD			—			561,618			1,596,716			—			561,618			1,596,716			2,158,334			—		2021		40 Years
Antioch, TN			—			935,614			—			—			935,614			—			935,614			—		2021
Clarksville, TN			—			238,147			1,331,623			—			238,147			1,331,623			1,569,770			30,516		2021		40 Years
Crossville, TN			—			691,538			2,633,769			—			691,538			2,633,769			3,325,307			—		2021		40 Years
Hendersonville, TN			—			1,724,979			—			—			1,724,979			—			1,724,979			—		2021
Hermitage, TN			—			722,734			—			—			722,734			—			722,734			—		2021
Jackson, TN			—			1,730,483			3,100,154			—			1,730,483			3,100,154			4,830,637			19,188		2021		40 Years
Knoxville, TN			—			1,762,166			3,753,566			—			1,762,166			3,753,566			5,515,732			46,896		2021		40 Years
Lakesite, TN			—			834,052			999,412			—			834,052			999,412			1,833,464			18,666		2021		40 Years
Madison, TN			—			797,234			—			—			797,234			—			797,234			—		2021
Murfreesboro, TN			—			1,191,176			—			—			1,191,176			—			1,191,176			—		2021
Nashville, TN			—			669,035			—			—			669,035			—			669,035			—		2021
Smyrna, TN			—			2,059,771			—			—			2,059,771			—			2,059,771			—		2021
Amarillo, TX			—			1,479,874			3,920,015			—			1,479,874			3,920,015			5,399,889			16,278		2021		40 Years
Baytown, TX			—			5,245,019			13,452,319			—			5,245,019			13,452,319			18,697,338			196,046		2021		40 Years
Burleson, TX			—			1,899,691			1,955,961			—			1,899,691			1,955,961			3,855,652			32,572		2021		40 Years

F-75

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F		****	COLUMN G	****	COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Cypress, TX			—			621,351			—			—			621,351			—			621,351			—		2021
El Paso, TX			—			1,290,305			4,701,339			—			1,290,305			4,701,339			5,991,644			97,758		2021		40 Years
El Paso, TX			—			4,640,263			—			—			4,640,263			—			4,640,263			—		2021
Kerrville, TX			—			629,024			2,862,560			—			629,024			2,862,560			3,491,584			35,782		2021		40 Years
Midland, TX			—			3,506,179			1,938,388			—			3,506,179			1,938,388			5,444,567			24,206		2021		40 Years
Monahans, TX			—			783,242			2,930,495			—			783,242			2,930,495			3,713,737			—		2021		40 Years
Odessa, TX			—			2,378,043			1,905,793			—			2,378,043			1,905,793			4,283,836			23,798		2021		40 Years
Odessa, TX			—			2,256,629			1,689,906			—			2,256,629			1,689,906			3,946,535			21,100		2021		40 Years
Odessa, TX			—			2,365,571			1,566,637			—			2,365,571			1,566,637			3,932,208			19,559		2021		40 Years
Richmond, TX			—			478,530			2,624,852			—			478,530			2,624,852			3,103,382			27,322		2021		40 Years
Shenandoah, TX			—			2,293,709			—			—			2,293,709			—			2,293,709			—		2021
Spring, TX			—			1,886,748			1,930,279			—			1,886,748			1,930,279			3,817,027			16,086		2021		40 Years
Texarkana, TX			—			1,312,692			2,124,343			—			1,312,692			2,124,343			3,437,035			39,060		2021		40 Years
White Oak, TX			—			120,160			1,224,831			—			120,160			1,224,831			1,344,991			15,059		2021		40 Years
Orem, UT			—			764,062			2,054,014			—			764,062			2,054,014			2,818,076			47,071		2021		40 Years
Charlottesville, VA			—			1,364,219			—			—			1,364,219			—			1,364,219			—		2021
Chester, VA			—			646,751			4,938,519			—			646,751			4,938,519			5,585,270			92,515		2021		40 Years
Lynchburg, VA			—			2,102,839			6,892,262			—			2,102,839			6,892,262			8,995,101			129,194		2021		40 Years
Manassas, VA			—			3,659,187			3,746,418			—			3,659,187			3,746,418			7,405,605			62,440		2021		40 Years
Newport News, VA			—			287,461			2,086,888			—			287,461			2,086,888			2,374,349			—		2021		40 Years
Wytheville, VA			—			450,045			—			—			450,045			—			450,045			—		2021
Lakewood, WA			—			788,705			2,937,767			—			788,705			2,937,767			3,726,472			36,246		2021		40 Years
Port Angeles, WA			—			476,652			5,940,135			—			476,652			5,940,135			6,416,787			67,120		2021		40 Years
Puyallup, WA			—			1,626,445			2,757,598			—			1,626,445			2,757,598			4,384,043			34,345		2021		40 Years
Roy, WA			—			327,278			1,862,388			—			327,278			1,862,388			2,189,666			23,229		2021		40 Years
Antigo, WI			—			150,406			907,287			—			150,406			907,287			1,057,693			3,680		2021		40 Years
Brown Deer, WI			—			413,053			2,893,299			—			413,053			2,893,299			3,306,352			—		2021		40 Years
Eau Claire, WI			—			2,897,122			6,600,361			—			2,897,122			6,600,361			9,497,483			122,900		2021		40 Years
Milwaukee, WI			—			63,728			1,834,352			—			63,728			1,834,352			1,898,080			19,051		2021		40 Years
Sheboygan, WI			—			373,040			3,470,250			—			373,040			3,470,250			3,843,290			14,395		2021		40 Years
Athens, WV			—			416,517			1,472,494			—			416,517			1,472,494			1,889,011			33,642		2021		40 Years
Beckley, WV			—			663,138			2,263,526			—			663,138			2,263,526			2,926,664			51,537		2021		40 Years
Buckhannon, WV			—			469,129			1,853,528			—			469,129			1,853,528			2,322,657			42,374		2021		40 Years
Elkins, WV			—			397,225			1,832,516			—			397,225			1,832,516			2,229,741			41,893		2021		40 Years
Huntington, WV			—			447,207			1,851,268			—			447,207			1,851,268			2,298,475			42,139		2021		40 Years
Huntington, WV			—			572,162			1,386,007			—			572,162			1,386,007			1,958,169			30,647		2021		40 Years
Princeton, WV			—			778,229			2,357,830			—			778,229			2,357,830			3,136,059			53,931		2021		40 Years

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Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021


COLUMN A	****	COLUMN B			COLUMN C						COLUMN D			COLUMN E									COLUMN F			COLUMN G		COLUMN H
																					****							Life on
																					****							Which
																												Depreciation in
																					****							Latest
											Costs			Gross Amount at Which Carried at														Income
					Initial Cost						Capitalized						Close of Period				****							Statement is
								Building and			Subsequent to						Building and				****		Accumulated			Date of		Computed
Description	****	Encumbrance		****	Land		****	Improvements		****	Acquisition		****	Land		****	Improvements		****	Total		****	Depreciation		****	Acquisition	****	(in years)
Princeton, WV			—			233,205			1,245,497			—			233,205			1,245,497			1,478,702			12,954		2021		40 Years


Subtotal			32,634,841			1,567,678,348			2,980,961,459			49,670,614			1,563,919,447			3,034,390,974			4,598,310,421			233,861,792
Property Under Development
Various			—			—			7,147,614			—			—			7,147,614			7,147,614			—
Sub Total			—			—			7,147,614			—			—			7,147,614			7,147,614			—
Total		$	32,634,841		$	1,567,678,348		$	2,988,109,073		$	49,670,614		$	1,563,919,447		$	3,041,538,588		$	4,605,458,035		$	233,861,792

1. Reconciliation of Real Estate Properties

The following table reconciles the Real Estate Properties from January 1, 2019 to December 31, 2021.


	****	2021		****	2020		****	2019
Balance at January 1		$	3,478,088,144		$	2,350,924,064		$	1,761,646,695
Construction and acquisition cost			1,172,183,773			1,175,354,194			644,483,047
Impairment charge			(2,905,125)			(4,136,998)			(1,609,000)
Disposition of real estate			(41,908,757)			(44,053,116)			(53,596,678)
Balance at December 31		$	4,605,458,035		$	3,478,088,144		$	2,350,924,064

2. Reconciliation of Accumulated Depreciation

The following table reconciles the Real Estate Properties from January 1, 2019 to December 31, 2021.


	****	2021		****	2020		****	2019
Balance at January 1		$	172,698,378		$	128,581,697		$	100,311,974
Current year depreciation expense			66,032,885			49,119,345			34,398,782
Disposition of real estate			(4,869,471)			(5,002,664)			(6,129,059)
Balance at December 31		$	233,861,792		$	172,698,378		$	128,581,697

3. Tax Basis of Building and Improvements

The aggregate cost of Building and Improvements for federal income tax purposes is approximately $15,420,000 more than the cost basis used for financial statement purposes.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AGREE REALTY CORPORATION

1
By:	/s/ Joel N. Agree	Date: February 22, 2022
	Joel N. Agree
	President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that we, the undersigned officers and directors of Agree Realty Corporation, hereby severally constitute Richard Agree, Joel N. Agree and Peter Coughenour, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Annual Report on Form 10-K filed herewith and any and all amendments to said Annual Report on Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Agree Realty Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Annual Report on Form 10-K and any and all amendments thereto.

PURSUANT to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ Richard Agree	Date: February 22, 2022
	Richard Agree
	Executive Chairman of the Board of Directors

By:	/s/ Joel N. Agree	Date: February 22, 2022
	Joel N. Agree
	President, Chief Executive Officer and Director
	(Principal Executive Officer)
By:	/s/ Peter Coughenour	Date: February 22, 2022
	Peter Coughenour
	Chief Financial Officer and Secretary
	(Principal Financial Officer)

By:	/s/ David Wolff	Date: February 22, 2022
	David Wolff
	Chief Accounting Officer
	(Principal Accounting Officer)

By:	/s/ Karen Dearing	Date: February 22, 2022
	Karen Dearing
	Director

By:	/s/ Merrie S. Frankel	Date: February 22, 2022
	Merrie S. Frankel
	Director
By:	/s/ Mike Hollman	Date: February 22, 2022
	Mike Hollman
	Director

By:	/s/ Michael Judlowe	Date: February 22, 2022
	Michael Judlowe
	Director

Table of Contents


By:	/s/ Greg Lehmkuhl	Date: February 22, 2022
	Greg Lehmkuhl
	Director

By:	/s/ John Rakolta	Date: February 22, 2022
	John Rakolta
	Director
By:	/s/ Jerome Rossi	Date: February 22, 2022
	Jerome Rossi
	Director

Exhibit – 4.5

DESCRIPTION OF REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

As of December 31, 2021, Agree Realty Corporation (“Agree”, “the Company”, “we”, “our” and “us”) had two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as follows:

(i)	common stock, par value $.0001 per share (the “common stock”), listed on the New York Stock Exchange (“NYSE”) under the trading symbol “ADC”;
(ii)	depositary shares, each representing 1/1,000 of a share of 4.250% Series A Cumulative Redeemable Preferred Stock, listed on the NYSE under the trading symbol “ADCPrA.”
---	---

The following description of the general terms and conditions of our capital stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the applicable provisions of the Maryland General Corporation Law (the “MGCL”), our charter (the “Charter”) and our amended and restated bylaws, as amended (the “Bylaws”), each of which is incorporated herein by reference as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (“SEC”), of which this Exhibit 4.5 is a part. We encourage you to read our Charter, our Bylaws and the applicable provisions of the MGCL for additional information.

General

We have the authority to issue 94,000,000 shares of capital stock, par value $.0001 per share, of which 90,000,000 shares are classified as shares of common stock, par value $.0001 per share, and 4,000,000 shares are classified as shares of preferred stock, par value $.0001 per share. As of February 21, 2022, we had outstanding 71,285,311 shares of common stock and no shares of preferred stock.

Description of Common Stock

Dividends

Subject to preferential rights with respect to any outstanding preferred stock, holders of our common stock will be entitled to receive dividends when, as and if authorized by our board of directors and declared by us, out of assets legally available therefor. Upon our liquidation, dissolution or winding up, holders of common stock will be entitled to share equally and ratably in any assets available for distribution to them, after payment or provision for payment of our debts and other liabilities and the preferential amounts owing with respect to any of our outstanding preferred stock.

Voting Rights

The common stock will possess voting rights in the election of directors and in respect of certain other corporate matters, with each share entitling the holder thereof to one vote. Holders of shares of common stock will not have cumulative voting rights in the election of directors.

Other Rights

The common stock will, when issued in exchange for the consideration therefor, be fully paid and nonassessable. Holders of shares of the common stock generally have no preference, conversion, exchange, sinking fund or appraisal rights and have no preemptive rights to subscribe for any of our securities. Subject to the provisions of the Charter regarding restrictions on ownership and transfer of our stock, shares of our common stock will each have equal distribution, liquidation and other rights.

Restrictions on Ownership and Transfer

For us to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), not more than 50% of the value of our issued and outstanding Equity Stock (as defined below) may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year, and the Equity Stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of

a shorter taxable year. In addition, certain percentages of our gross income must be from particular activities. Our Charter contains restrictions on the ownership and transfer of shares of Equity Stock to enable us to qualify as a REIT.

Subject to certain exceptions specified in our Charter, our Charter provides that no holder, other than an excepted holder, may beneficially own, or be deemed to own by virtue of the attribution provisions of the Code, more than 9.8% (in value or in number of shares, whichever is more restrictive) of the outstanding shares of our common stock, or more than 9.8% (in value) of the aggregate of the outstanding shares of all classes and series of our stock (collectively, the “Equity Stock”). We refer to each of these restrictions as an “Ownership Limit” and collectively as the “Ownership Limits.” Our board of directors may, in its sole and absolute discretion, prospectively or retroactively, waive either or both of the Ownership Limits with respect to a particular stockholder or establish a different limit on ownership (an “excepted holder limit”), which excepted holder limit is subject to adjustment from time to time, if our board of directors makes certain determinations set forth in our Charter. As a condition of any such exemption, our board of directors may require a ruling from the Internal Revenue Service (“IRS”) or an opinion of counsel satisfactory to our board of directors in its sole and absolute discretion, as specified in our Charter, in order to determine or ensure our status as a REIT, or such representations and/or undertakings from the person requesting the waiver as our board of directors may require in its sole and absolute discretion to make such determinations. Notwithstanding the receipt of any such ruling or opinion, our board of directors may impose such conditions or restrictions as it deems appropriate in connection with granting such an exception. Subject to the provisions of our Charter, our Charter provides that an underwriter or placement agent that participates in a public offering or a private placement of our Equity Stock, or an initial purchaser of our Equity Stock in a transaction reliant upon Rule 144A, may beneficially own or constructively own shares of Equity Stock in excess of the Ownership Limits, but only to the extent necessary to facilitate such public offering, private placement or Rule 144A transaction. The foregoing restrictions on transferability and ownership will not apply if the board of directors determines that it is no longer in our best interests to continue to qualify as a REIT. In addition, our Charter provides that no person may beneficially or constructively own shares of Equity Stock to the extent that such ownership would result in our being closely held within the meaning of Section 856(h) of the Code or which would otherwise result in our failing to qualify as a REIT. If shares of Equity Stock which would cause us to be beneficially owned by less than 100 persons are issued or transferred to any person, our Charter provides that such issuance or transfer shall be void ab initio, and the intended transferee would acquire no rights to the stock; however, the board of directors may waive this transfer restriction if it determines that such transfer would not adversely affect our ability to continue to qualify as a REIT. Our Charter provides that shares transferred in excess of the Ownership Limits and shares transferred that would cause us to be closely held or otherwise fail to qualify as a REIT will be automatically transferred to one or more trusts for the exclusive benefit of one or more charitable beneficiaries. Such transfer will be deemed to be effective as of the close of business on the business day prior to the purported transfer. Our Charter further provides that the Prohibited Owner (as defined herein) will have no rights in the shares held by the trustee and will not benefit economically from ownership of any such shares held in trust by the trustee, will have no rights to dividends or other distributions and will not possess any rights to vote or other rights attributable to such shares held in trust. While these shares are held in trust, the trustee will be entitled to vote and to share in any dividends or other distributions with respect to shares of Equity Stock held in trust, which rights will be exercised for the exclusive benefit of the charitable beneficiary. Within 20 days of receiving notice from us that shares of Equity Stock have been transferred to the trust, the trustee will sell the shares to any person who may hold such shares without violating the limitations on ownership and transfer set forth in our Charter. Upon such sale, the interest of the charitable beneficiary in the shares sold will terminate, and the trustee will distribute the net proceeds of the sale to the person who owned the shares of Equity Stock in violation of the Ownership Limits or the other ownership restrictions described above (the “Prohibited Owner”), who will receive the lesser of (1) the price paid by the Prohibited Owner for the shares or, if the Prohibited Owner did not give value for the shares in connection with the event causing the shares to be held in the trust, the market price of the shares on the day of the event causing the shares to be held in the trust and (2) the price per share received by the trustee from the sale or other disposition of the shares held in the trust. The trustee will reduce the amount payable to the Prohibited Owner by the amount of dividends and other distributions that have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the trustee and will pay any net sales proceeds in excess of the amount payable to the Prohibited Owner to the charitable beneficiary. In addition, such shares of Equity Stock held in trust are purchasable by us until the trustee has sold the shares at a price equal to the lesser of the price paid for the stock in the transaction that resulted in such transfer to the trust and the market price for the stock on the date we determine to purchase the stock.

All certificates representing shares of Equity Stock will bear a legend referring to the restrictions described above.

In order for us to comply with our record keeping requirements, our Charter requires that each beneficial or constructive owner of Equity Stock and each person (including stockholders of record) who holds stock for a beneficial or constructive owner, shall provide to us such information as we may request in order to determine our status as a REIT and to ensure compliance with the Ownership Limits. Our Charter also requires each owner of a specified percentage of Equity Stock to provide, no later than January 30 of each year, written notice to us stating the name and address of such owner, the number of shares of Equity Stock beneficially owned, and a description of how such shares are held. In addition, each such stockholder must provide such additional information as we may request in order to determine the effect of such stockholder’s beneficial ownership of Equity Stock on our status as a REIT and to ensure compliance with the Ownership Limits.

These Ownership Limits may have the effect of precluding acquisition of control of our company by a third party unless the board of directors determines that maintenance of REIT status is no longer in our best interest. No restrictions on transfer will preclude the settlement of transactions entered into through the facilities of the New York Stock Exchange (“NYSE”).

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.

Listing

Our common stock is listed on the NYSE under the symbol “ADC.”

Description of 4.5% Series A Cumulative Redeemable Preferred Shares

General

The outstanding 4.25% Series A Cumulative Redeemable Preferred Shares (“Series A Preferred Shares”) are validly issued, fully paid and nonassessable. Our board of directors may, without notice to or the consent of holders of Series A Preferred Shares, authorize the issuance and sale of additional Series A Preferred Shares from time to time. For purposes of this section “Description of 4.5% Series A Cumulative Redeemable Preferred Shares,” terms that are defined in this section have such meanings in this section only.

Ranking

The Series A Preferred Shares will rank, with respect to distribution rights and rights upon our liquidation, dissolution or winding-up:

●	senior to all classes or series of common shares, and to any other class or series of shares expressly designated as ranking junior to the Series A preferred shares;
●	on parity with any class or series of shares expressly designated as ranking on parity with the Series A Preferred Shares; and
---	---
●	junior to any other class or series of shares expressly designated as ranking senior to the Series A Preferred Shares.
---	---

The Series A Preferred Shares rank junior to all our existing and future indebtedness.

Distribution Rate and Payment Date

Holders of the Series A Preferred Shares will be entitled to receive cumulative cash distributions on the Series A Preferred Shares from and including the date of original issue, payable monthly in arrears on the first business day of each month of each year, commencing on October 1, 2021, at the rate of 4.250% per annum of the $25,000.00 liquidation preference per share (equivalent to an annual amount of $1.0625 per depositary share). Distributions on the Series A Preferred Shares will accrue whether or not we have earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared.

Liquidation Preference

In the event of a liquidation, dissolution or winding up, holders of the Series A Preferred Shares will have the right to receive $25,000.00 per share (equivalent to $25.00 per Depositary Share), plus accrued and unpaid distributions (whether or not earned or declared) up to but excluding the date of payment, before any payment is made to holders of the common shares and any other class or series of shares ranking junior to the Series A Preferred Shares as to liquidation rights. The rights of holders of Series A Preferred Shares to receive their liquidation preference will be subject to the proportionate rights of any other class or series of shares ranking on parity with the Series A Preferred Shares as to liquidation.

Optional Redemption

The Series A preferred shares may not be redeemed prior to September 17, 2026, except in limited circumstances to preserve our status as a REIT and pursuant to the special optional redemption right described below. On and after September 17, 2026, the Series A preferred shares will be redeemable at our option, in whole or in part at any time or from time to time, for cash at a redemption price of $25,000.00 per share (equivalent to $25.00 per Depositary Share), plus accrued and unpaid distributions (whether or not authorized or declared) up to but excluding the redemption date. However, unless full cumulative distributions on the Series A Preferred Shares for all past distribution periods have been, or contemporaneously are, paid or an amount in cash sufficient for the payment thereof is set apart, no Series A Preferred Shares may be redeemed unless all outstanding Series A Preferred Shares are simultaneously redeemed; provided, that the foregoing restriction does not prevent us from taking action necessary to preserve its status as a REIT. Any partial redemption will be on a pro rata basis or by lot as we determine.

Special Optional Redemption

Upon the occurrence of a change of control (as defined in our charter), we may, at our option, redeem the Series A Preferred Shares, in whole or in part within 120 days after the first date on which such change of control occurred, by paying $25,000.00 per share (equivalent to $25.00 per Depositary Share), plus any accrued and unpaid distributions to, but not including, the date of redemption. If, prior to the change of control conversion date, we exercise any of our redemption rights relating to the Series A Preferred Shares (whether our optional redemption right or our special optional redemption right), the holders of Series A Preferred Shares will not have the conversion right described below.

No Maturity, Sinking Fund or Mandatory Redemption

The Series A Preferred Shares do not have a stated maturity date and we will not be required to redeem the Series A Preferred Shares at any time. Accordingly, the Series A Preferred Shares will remain outstanding indefinitely, unless we decide, at our option, to exercise our redemption right or, under circumstances where the holders of the Series A Preferred Shares have a conversion right, such holders decide to convert the Series A Preferred Shares into common shares. The Series A Preferred Shares are not subject to any sinking fund.

Voting Rights

Holders of the Series A Preferred Shares generally have no voting rights. However, if we are in arrears on distributions on the Series A Preferred Shares for 18 or more monthly periods, whether or not consecutive, holders of the Series A Preferred Shares (voting together as a class with the holders of all other classes or series of parity preferred shares upon which like voting rights have been conferred and are exercisable) will be entitled to vote at a special meeting called upon the written request of at least 33% of such holders or at the next annual or special meeting of shareholders and each subsequent annual or special meeting of shareholders for the election of two additional directors to serve on our board of directors until all unpaid distributions with respect to the Series A Preferred Shares and any other class or series of parity preferred shares have been paid or declared and a sum sufficient for the payment thereof set aside for payment. In addition, we may not make certain material and adverse changes to the terms of the Series A Preferred Shares without the affirmative vote of the holders of at least two-thirds of the outstanding Series A Preferred Shares and all other shares of any class or series ranking on parity with the Series A Preferred Shares that are entitled to similar voting rights (voting together as a single class).

Conversion

Upon the occurrence of a change of control, each holder of Series A Preferred Shares will have the right (unless, prior to the change of control conversion date, we have provided or provide notice of our election to redeem the Series A Preferred Shares) to convert some or all of the Series A Preferred Shares held by such holder on the date the Series A Preferred Shares is to be converted, which we refer to as the change of control conversion date, into a number of shares of common shares per share of the Series A Preferred Shares to be converted equal to the lesser of:

●

the quotient obtained by dividing (i) the sum of (x) the $25,000.00 liquidation preference per Agree Series A preferred share (equivalent to $25.00 per Depositary Share) to be converted, plus (y) the amount of any accrued and unpaid distributions to but not including the change of control conversion date (unless the change of control conversion date is after a distribution record date (as defined in our charter) and prior to the corresponding distribution payment date (as defined in our charter), in which case no additional amount for such accrued and unpaid distribution will be included in such sum), by (ii) the common share price (as defined below) (we refer to such quotient as the “conversion rate”); and

●

0.6803 (the “Share Cap”);

---

subject, in each case, to provisions for the receipt of alternative consideration as described in our charter.

The common share price shall be (i) if the consideration to be received in the change of control by holders of common shares is solely cash, the amount of cash consideration per common share, and (ii) if the consideration to be received in the change of control by holders of common shares is other than solely cash, the average of the closing price per common share on the ten consecutive trading days immediately preceding, but not including, the effective date of the change of control.

If, prior to the change of control conversion date, we have provided or provide a redemption notice, whether pursuant to its special optional redemption right in connection with a change of control or its optional redemption right, holders of Series A Preferred Shares will not have any right to convert the Series A Preferred Shares into shares of our common shares in connection with the change of control and any Series A Preferred Shares selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the change of control conversion date.

Except as provided above in connection with a change of control, the Series A Preferred Shares are not convertible into or exchangeable for any other securities or property.

Restrictions on Ownership and Transfer

For information regarding restrictions on ownership and transfer of the Series A Preferred Shares, see “Description of Common Stock-Restrictions on Ownership and Transfer” above.

Notwithstanding any other provision of the Series A Preferred Shares, no holder of the Series A Preferred Shares will be entitled to convert any Series A Preferred Shares into our common shares to the extent that receipt of our common shares would cause such holder or any other person to exceed the ownership limits contained in our charter.

Description of Depositary Shares, each Representing 1/1,000 of a Series A Preferred Share

General

The following is a brief description of the terms of our depositary shares, each representing 1/1,000 of a 4.5% Series A Cumulative Redeemable Preferred Share (“Series A Depositary Shares”) which does not purport to be complete and is subject to and qualified in its entirety by reference to the provisions of the Deposit Agreement relating to the Series A Preferred Shares (the “Deposit Agreement”), which is included as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.2 is a part. Our Series A Depositary Shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “ADCPrA.”

The Series A Preferred Shares are deposited with Computershare Trust Company, N. A., as Depositary (the “Preferred Shares Depositary”), under a Deposit Agreement among the Company, the Preferred Shares Depositary and the holders from time to time of the depositary receipts (the “Depositary Receipts”) issued by the Preferred Shares Depositary under the Deposit Agreement. The Depositary Receipts evidence the Series A Depositary Shares. Each holder of a Depositary Receipt evidencing a Series A Depositary Share is entitled, proportionately, to all the rights and preferences of, and subject to all of the limitations of, the interest in the Series A Preferred Shares represented by the Series A Depositary Share (including dividend, voting, redemption and liquidation rights and preferences).

Ownership Restrictions

For a discussion of ownership limitations that apply to the Series A Depositary Shares, see “Description of Common Stock—Restrictions on Ownership and Transfer.”

Distributions

The Preferred Shares Depositary will distribute all cash distributions or other cash distributions received in respect of the Series A Preferred Shares to the record holders of Depositary Receipts in proportion to the number of Depositary Shares owned by such holders on the relevant record date, which will be the same date as the record date fixed by us for the Series A Preferred Shares. In the event that the calculation of such amount to be paid results in an amount which is a fraction of one cent, the amount the Preferred Shares Depositary shall distribute to such record holder shall be rounded to the next highest whole cent if such fraction of a cent is equal to or greater than $0.005.

In the event of a distribution other than in cash, the Preferred Shares Depositary will distribute property received by it to the record holders of Depositary Receipts entitled thereto, in proportion, as nearly as may be practicable, to the number of Series A Depositary Shares owned by such holders on the relevant record date, unless the Preferred Shares Depositary determines (after consultation with us) that it is not feasible to make such distribution, in which case the Preferred Shares Depositary may (with our approval) adopt any other method for such distribution as it deems equitable and appropriate, including the sale of such property (at such place or places and upon such terms as it may deem equitable and appropriate) and distribution of the net proceeds from such sale to such holders.

Liquidation Preference

In the event of the liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the holders of each Series A Depositary Share will be entitled to 1/1000th of the liquidation preference accorded each Series A Preferred Share.

Redemption

Whenever we redeem any Series A Preferred Shares held by the Preferred Shares Depositary, the Preferred Shares Depositary will redeem as of the same redemption date the number of Series A Depositary Shares representing the Series A Preferred Shares so

redeemed. The Preferred Shares Depositary will publish a notice of redemption of the Series A Depositary Shares containing the same type of information and in the same manner as our notice of redemption and will mail the notice of redemption promptly upon receipt of such notice from us and not less than 30 nor more than 60 days prior to the date fixed for redemption of the Series A Preferred Shares and the Series A Depositary Shares to the record holders of the Depositary Receipts. In case less than all the outstanding Series A Depositary Shares are to be redeemed, the Series A Depositary Shares to be so redeemed shall be determined pro rata or by lot in a manner determined by the board of directors.

Voting

Promptly upon receipt of notice of any meeting at which the holders of the Series A Preferred Shares are entitled to vote, the Preferred Shares Depositary will mail the information contained in such notice of meeting to the record holders of the Depositary Receipts as of the record date for such meeting. Each such record holder of Depositary Receipts will be entitled to instruct the Preferred Shares Depositary as to the exercise of the voting rights pertaining to the number of Series A Preferred Shares represented by such record holder’s Series A Depositary Shares. The Preferred Shares Depositary will endeavor, insofar as practicable, to vote such Series A Preferred Shares represented by such Series A Depositary Shares in accordance with such instructions, and we will agree to take all action which may be deemed necessary by the Preferred Shares Depositary in order to enable the Preferred Shares Depositary to do so. The Preferred Shares Depositary will abstain from voting any of the Series A Preferred Shares to the extent that it does not receive specific instructions from the holders of Depositary Receipts.

Withdrawal of Series A Preferred Shares

Upon surrender of Depositary Receipts at the principal office of the Preferred Shares Depositary, upon payment of any unpaid amount due the Preferred Shares Depositary, and subject to the terms of the Deposit Agreement, the owner of the Series A Depositary Shares evidenced thereby is entitled to delivery of the number of whole Series A Preferred Shares and all money and other property, if any, represented by such Series A Depositary Shares. Partial Series A Preferred Shares will not be issued. If the Depositary Receipts delivered by the holder evidence a number of Series A Depositary Shares in excess of the number of Series A Depositary Shares representing the number of whole Series A Preferred Shares to be withdrawn, the Preferred Shares Depositary will deliver to such holder at the same time a new Depositary Receipt evidencing such excess number of Series A Depositary Shares. Holders of Series A Preferred Shares thus withdrawn will not thereafter be entitled to deposit such shares under the Deposit Agreement or to receive Depositary Receipts evidencing Series A Depositary Shares therefor.

Amendment and Termination of Deposit Agreement

The form of Depositary Receipt evidencing the Series A Depositary Shares and any provision of the Deposit Agreement may at any time and from time to time be amended by agreement between us and the Preferred Shares Depositary. However, any amendment which materially and adversely alters the rights of the holders (other than any change in fees) of Series A Depositary Shares will not be effective unless such amendment has been approved by the holders of at least a majority of the Series A Depositary Shares then outstanding. No such amendment may impair the right, subject to the terms of the Deposit Agreement, of any owner of any Series A Depositary Shares to surrender the Depositary Receipt evidencing such Series A Depositary Shares with instructions to the Preferred Shares Depositary to deliver to the holder the Series A Preferred Shares and all money and other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law. The Deposit Agreement may be terminated by us or the Preferred Shares Depositary only if (i) all outstanding Series A Depositary Shares have been redeemed or (ii) there has been a final distribution in respect of the Series A Preferred Shares in connection with any dissolution of the Company and such distribution has been made to all the holders of Series A Depositary Shares.

Charges of Preferred Shares Depositary

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of the Preferred Shares Depositary in connection with the initial deposit of the Series A Preferred Shares and the initial issuance of the Series A Depositary Shares, and redemption of the Series A Preferred Shares and all withdrawals of Series A Preferred Shares by owners of Series A Depositary Shares. Holders of Depositary Receipts will pay transfer, income and other taxes and governmental charges and certain other charges as are provided in the Deposit Agreement to be for their accounts. In certain circumstances, the Preferred Shares Depositary may refuse to transfer Series A Depositary Shares, may withhold distributions and distributions and sell the Series A Depositary Shares evidenced by such Depositary Receipt if such charges are not paid.

Miscellaneous

The Preferred Shares Depositary will forward to the holders of Depositary Receipts all reports and communications from us which are delivered to the Preferred Shares Depositary and which we are required to furnish to the holders of the Series A Preferred Shares. In addition, the Preferred Shares Depositary will make available for inspection by holders of Depositary Receipts at the principal office of the Preferred Shares Depositary, and at such other places as it may from time to time deem advisable, any reports and communications received from the Company which are received by the Preferred Shares Depositary as the holder of Series A Preferred Shares.

Neither the Preferred Shares Depositary nor any Depositary’s Agent (as defined in the Deposit Agreement), the Registrar (as defined in the Deposit Agreement) nor the Company assumes any obligation or will be subject to any liability under the Deposit Agreement to holders of Depositary Receipts other than for its gross negligence, willful misconduct or bad faith. Neither the Preferred Shares Depositary, any Depositary’s Agent, the Registrar nor the Company will be liable if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the Deposit Agreement. The Company and the Preferred Shares Depositary are not obligated to prosecute or defend any legal proceeding in respect of any Series A Depositary Shares, Depositary Receipts or Series A Preferred Shares unless reasonably satisfactory indemnity is furnished. The Company and the Preferred Shares Depositary may rely on written advice of counsel or accountants, on information provided by holders of Depositary Receipts or other persons believed in good faith to be competent to give such information and on documents believed to be genuine and to have been signed or presented by the proper party or parties.

Resignation and Removal of Preferred Shares Depositary

The Preferred Shares Depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the Preferred Shares Depositary, any such resignation or removal to take effect upon the appointment of a successor Preferred Shares Depositary and its acceptance of such appointment. Such successor Preferred Shares Depositary must be appointed within 60 days after delivery of the notice for resignation or removal and must be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000.

Additional Classes and Series of Stock

Our board of directors is authorized to establish one or more classes and series of stock, including series of preferred stock, from time to time, and to establish the number of shares in each class or series and to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of such class or series, without any further vote or action by the stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. As of the date hereof, no shares of preferred stock or any class or series of capital stock other than common stock were issued or outstanding.

The issuance of additional classes or series of capital stock may have the effect of delaying, deferring or preventing a change in control of our company without further action of the stockholders. The issuance of additional classes or series of capital stock with voting and conversion rights may adversely affect the voting power of the holders of our capital stock, including the loss of voting control to others. The ability of our board of directors to authorize the issuance of additional classes or series of capital stock, while providing flexibility in connection with possible acquisitions or other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of our outstanding voting stock, even where such an acquisition may be beneficial to us or our stockholders. The issuance of additional classes or series of capital stock could also result in the reduction of the amount otherwise available for payments of dividends on our common stock; restrict the payment of dividends or making of distributions on, or the purchase or redemption of, our common stock; and restrict the rights of holders of our common stock to share in our assets upon liquidation until satisfaction of any liquidation preference granted to the holders of other classes or series of capital stock. Our board of directors may not classify or reclassify any authorized but unissued shares of our common stock into shares of our preferred stock or any class or series thereof.

Restrictions on Ownership and Transfer

See “Description of Common Stock — Restrictions on Ownership and Transfer” above for a discussion of the restrictions on ownership and transfer of shares of capital stock necessary for us to qualify as a REIT under the Code.

Certain Provisions of Maryland Law and our Charter and Bylaws

The following summary of certain provisions of the MGCL and of our Charter and Bylaws does not purport to be complete and is subject to and qualified in its entirety by reference to the MGCL and our Charter and Bylaws.

Classification of Board of Directors, Vacancies and Removal of Directors

Our board of directors is divided into three classes of directors, serving staggered three-year terms. At each annual meeting of stockholders, the class of directors to be elected at the meeting generally will be elected for a three-year term and the directors in the other two classes will continue in office. Subject to the rights of any class or series to elect directors, a director may only be removed for cause by the affirmative vote of the holders of 80% of our outstanding shares of common stock entitled to vote generally in the election of directors, voting together as a single class. We believe that the classified board will help to assure the continuity and stability of our board of directors and our business strategies and policies as determined by our board of directors. The use of a staggered board may delay or defer a change in control of us or the removal of incumbent management.

Our Charter and Bylaws provide that, subject to any rights of holders of preferred stock, and unless the board of directors otherwise determines, any vacancies may be filled by a vote of the stockholders or a majority of the remaining directors, though less than a quorum,

except vacancies created by the increase in the number of directors, which only may be filled by a vote of the stockholders or a majority of the entire board of directors. In addition, our Charter and Bylaws provide that, subject to any rights of holders of preferred stock to elect additional directors under specified circumstances, only a majority of the board of directors may increase or decrease the number of persons serving on the board of directors. These provisions could temporarily prevent stockholders from enlarging the board of directors and from filling the vacancies created by such removal with their own nominees.

Advance Notice Provisions for Stockholder Nominations and Stockholder Proposals

Our Charter and Bylaws establish an advance notice procedure for stockholders to make nominations of candidates for director or bring other business before an annual meeting of stockholders.

Our Bylaws provide that (i) only persons who are nominated by, or at the direction of, the board of directors, or by a stockholder who has given timely written notice containing specified information to our secretary prior to the meeting at which directors are to be elected, will be eligible for election as directors and (ii) at an annual meeting, only such business may be conducted as has been brought before the meeting by, or at the direction of, the board of directors or by a stockholder who has given timely written notice to our secretary of such stockholder’s intention to bring such business before such meeting. In general, for notice of stockholder nominations or proposed business (other than business to be included in our proxy statement under SEC Rule 14a-8) to be conducted at an annual meeting to be timely, such notice must be received by us not less than 120 days nor more than 150 days prior to the first anniversary of the date of mailing of the notice for the previous year’s annual meeting. Our Bylaws also establish similar advance notice procedures for stockholders to make nominations of candidates for director at a special meeting of stockholders at which directors are to be elected.

The purpose of requiring stockholders to give us advance notice of nominations and other business is to afford our board of directors a meaningful opportunity to consider the qualifications of the proposed nominees or the advisability of the other proposed business and, to the extent deemed necessary or desirable by our board of directors, to inform stockholders and make recommendations about such nominees or business, as well as to ensure an orderly procedure for conducting meetings of stockholders. Although our Charter and Bylaws do not give the board of directors power to block stockholder nominations for the election of directors or proposal for action, they may have the effect of discouraging a stockholder from proposing nominees or business, precluding a contest for the election of directors or the consideration of stockholder proposals if procedural requirements are not met and deterring third parties from soliciting proxies for a non-management slate of directors or proposal, without regard to the merits of such slate or proposal.

Relevant Factors to be Considered by the Board of Directors

Our Charter provides that, in determining what is in our best interest in a business combination or certain change of control events, each of our directors shall consider the interests of our stockholders and, in his or her discretion, also may consider all relevant factors, including but not limited to (i) the interests of our employees, suppliers, creditors and tenants; and (ii) both the long-term and short-term interests of our company and our stockholders, including the possibility that these interests may be best served by the continued independence of our company. Pursuant to this provision, our board of directors may consider subjective factors affecting a proposal, including certain nonfinancial matters, and on the basis of these considerations may oppose a business combination or other transaction which, evaluated only in terms of its financial merits, might be attractive to some, or a majority, of our stockholders.

Business Combinations

Maryland law prohibits “business combinations” between us and an interested stockholder or an affiliate of an interested stockholder for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or transfer of equity securities, liquidation plan or reclassification of equity securities. Maryland law defines an interested stockholder as:

●	any person or entity who beneficially owns 10% or more of the voting power of our stock; or

●	an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding voting stock.

A person is not an interested stockholder if our board of directors approves in advance the transaction by which the person otherwise would have become an interested stockholder. However, in approving a transaction, our board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by our board of directors.

After the five-year prohibition, any business combination between us and an interested stockholder or an affiliate of an interested stockholder generally must be recommended by our board of directors and approved by the affirmative vote of at least:

●	80% of the votes entitled to be cast by holders of our then-outstanding shares of voting stock; and

●	two-thirds of the votes entitled to be cast by holders of our voting stock other than stock held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or stock held by an affiliate or associate of the interested stockholder.

These super-majority vote requirements do not apply if our common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its stock.

The statute permits various exemptions from its provisions, including business combinations that are approved or exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder. Our board of directors has exempted from these provisions of the MGCL any business combination with Mr. Richard Agree or any other person acting in concert or as a group with Mr. Richard Agree.

Control Share Acquisitions

Maryland law provides that holders of “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights with respect to the control shares, except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquiror or by officers or by directors who are our employees are excluded from the shares entitled to vote on the matter. “Control shares” are voting shares of stock that, if aggregated with all other shares of stock currently owned by the acquiring person, or in respect of which the acquiring person is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiring person to exercise voting power in electing directors within one of the following ranges of voting power:

●	one-tenth or more but less than one-third;

●	one-third or more but less than a majority; or

●	a majority or more of all voting power.

Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition of control shares, subject to certain exceptions. A person who has made or proposes to make a control share acquisition may compel our board of directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, we may present the question at any stockholders meeting.

If voting rights are not approved at the stockholders meeting or if the acquiring person does not deliver the statement required by Maryland law, then, subject to certain conditions and limitations, we may redeem any or all of the control shares, except those for which voting rights have previously been approved, for fair value. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of stockholders at which the voting rights of the shares were considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares for purposes of these appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition. The control share acquisition statute does not apply to shares acquired in a merger, consolidation or share exchange if we are a party to the transaction, nor does it apply to acquisitions approved by or exempted by our Charter or Bylaws.

Our Bylaws contain a provision exempting from the control share acquisition statute any member of the Agree-Rosenberg Group, as defined therein, our officers, our employees, any of the associates or affiliates of the foregoing and any other person acting in concert or as a group with any of the foregoing and any other person, as determined by our board of directors.

Maryland Unsolicited Takeovers Act

Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to any or all of five provisions:

●	a classified board;

●	a two-thirds vote requirement for removing a director;

●	a requirement that the number of directors be fixed only by vote of directors;

●	a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the directorship in which the vacancy occurred; and
●	a majority requirement for the calling of a special meeting of stockholders.
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Through provisions in our Charter and Bylaws unrelated to Subtitle 8, we (1) have a classified board, (2) require an 80% vote for the removal of any director from the board, (3) vest in the board the exclusive power to fix the number of directorships and (4) provide that unless called by our chairman of our board of directors, our president or our board of directors, a special meeting of stockholders may only be called by our secretary upon the written request of the stockholders entitled to cast not less than a majority of all the votes entitled to be cast at the meeting who comply with the stockholder requested meeting provisions set forth in our Bylaws.

Limitation of Liability and Indemnification

The MGCL permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, except for liability resulting from:

●	actual receipt of an improper benefit or profit in money, property or services; or

●	active and deliberate dishonesty established by a final judgment and which is material to the cause of action.

Our Charter contains such a provision that eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law. These limitations of liability do not apply to liabilities arising under the federal securities laws and do not generally affect the availability of equitable remedies such as injunctive relief or rescission.

Our present and former officers and directors are and will be indemnified under Maryland law and our Charter and Bylaws against certain liabilities. Our Charter and Bylaws require us to indemnify our directors and officers, and, without requiring a preliminary determination of the ultimate entitlement to indemnification, to pay to our directors and officers or reimburse reasonable expenses of our directors and officers in advance of the final disposition of a proceeding, in each case to the fullest extent permitted from time to time by the laws of the State of Maryland. We may, with the approval of our board of directors, provide such indemnification and advance for expenses to a person who served a predecessor of us as a director or officer and any employee or agent of ours or of a predecessor of ours.

Maryland law requires a corporation (unless its charter provides otherwise, which our Charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that:

●	the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;

●	the director or officer actually received an improper personal benefit in money, property or services; or

●	in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis of that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of:

●	a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and

●	a written undertaking by him or her on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

We maintain liability insurance for each director and officer for certain losses arising from claims or charges made against them while acting in their capacities as our directors or officers.

Insofar as the foregoing provisions permit indemnification of directors, executive officers or persons controlling us for liability arising under the Securities Act, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Exhibit – 10.6

SUMMARY OF COMPENSATION FOR

THE BOARD OF DIRECTORS OF

AGREE REALTY CORPORATION

(Effective as of February 3, 2022)

Annual Board Member Retainer:

Non-Employee Director:$132,000

Audit Committee Chair:$6,000 (in addition to non-employee retainer)

Lead Independent Director: $6,000 (in addition to non-employee retainer)

50% of the above amounts are payable in restricted stock awards with one year vesting. The remaining 50% of the above amounts are payable, at each director’s election, either quarterly in cash or in additional restricted stock awards with one year vesting.

Other:

Directors traveling from outside the Bloomfield Hills, Michigan area are reimbursed for all out-of-pocket expenses incurred in connection with attending meetings of the Board or any committees thereof.

Directors who are employees or officers of the Company do not receive any compensation for serving on the Board or any committees thereof.

Exhibit – 10.30

AGREE REALTY CORPORATION

70 East Long Lake Road

Bloomfield Hills, Michigan 48304

January 5, 2022

Mr. Peter Coughenour

Re:Letter Agreement of Employment for Peter Coughenour (“Employee” or “You” or “Your”)

Dear Mr. Coughenour:

This Letter Agreement (“Letter Agreement”) sets forth the terms and conditions by which Agree Realty Corporation (“ADC” or the “Company”) retains Your services.

Position:	You will serve as the Chief Financial Officer and Secretary of the Company, effective December 7, 2021 (the “Start Date”), reporting directly to Joel N. Agree, President and Chief Executive Officer of ADC. ADC has its sole and exclusive discretion to change, extend or to curtail the precise services and duties You are to perform.
Best Efforts:	All duties rendered by You for and on behalf of ADC shall be of the highest professional standards. You shall devote Your full time, energies and talents to the success of ADC. You shall use Your best efforts to promote and shall during and after the expiration of this Letter Agreement, do nothing to reduce or injure the reputation of ADC. You must also comply with ADC’s stock ownership guidelines for similarly situated executives. If you are not in compliance with those guidelines, you may not sell or otherwise dispose of any shares of ADC stock owned by You until such time as you are in compliance with those guidelines.
Employment At-Will:	You agree to be an “at-will” employee and acknowledge that there is no guaranty that Your employment by ADC is for any period of time and that Your employment may be terminated for any reason whatsoever or for no reason and with or without cause. Upon Your separation from employment, regardless of reason, You shall be deemed to have automatically resigned from all elected and/or appointed positions with ADC and its affiliates.
Annual Base Salary:	$350,000.00 payable semi-monthly in accordance with ADC’s normal payroll practices and subject to all required withholdings and deductions. The annual base salary may be adjusted in subsequent years as recommended by the Chief Executive Officer of ADC, subject to the Compensation Committee of the Board of Directors.
Incentive Compensation:<br><br><br><br><br><br><br><br><br><br>	For 2022, You will be eligible to receive an annual incentive award with a target of 100% of Your base salary and a long-term incentive award with a target of 114% of Your base salary, in each case subject to the performance hurdles determined by the Compensation Committee of the Company’s Board of Directors and in accordance with ADC’s existing programs for such awards, including ADC’s 2022 Executive Incentive Plan. The long-term incentive compensation will be awarded in restricted stock and performance awards in accordance with the Company’s 2020 Omnibus
	Incentive Plan. Incentive compensation amounts and performance hurdles for future years shall be determined by the Company in its sole discretion. Any such incentive compensation will be paid at the same time that similar incentive compensation is paid to other ADC executives. You must employed with ADC on the payment date to be eligible to receive the incentive compensation payments.
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Benefits:	You will be entitled to the same employee benefits, on generally the same terms, as those made available to other ADC employees at Your level.
Paid Time Off:	You will be entitled to paid time off in accordance with the Company’s Paid Time Off policy.
Severance:	You will not be eligible for any severance upon a termination of employment with the Company except as set forth herein.<br><br><br><br>If Your employment is terminated without Cause (as defined below) due to or within one year following a Change in Control (as defined below), You will receive either (1) a cash amount equal to the sum of (i) 200% of Your current annual base salary, (ii) 200% of Your Annual Cash Incentive Award for the previous fiscal year and (iii) any Long-Term Incentive Compensation for the year in which the termination occurs will be considered earned at the target level and immediately vested, or (2) in the event Your employment is terminated due to a Change in Control which occurs during the first fiscal year of employment, a cash amount equal to the sum of (i) 200% of Your current annual base salary plus $200,000, (ii) 200% of Your projected Threshold Annual Cash Incentive Award, and (iii) Your Threshold Long-Term Incentive Compensation will be considered as earned at the target level and immediately vested. The values for items (1) (i) and (ii) and (2) (i) and (ii) shall be automatically adjusted down from 200% to 100% after the two-year anniversary of the Start Date. “Change in Control” shall have the same meaning as set forth in the ADC’s 2020 Omnibus Incentive Plan. Notwithstanding the foregoing, there shall be no Change in Control severance in the event You are retained by a successor organization for one year substantially on the same terms as set forth herein.<br><br><br><br>If Your employment is terminated by ADC for Cause or by You without Good Reason, You will not be entitled to any severance payments, and You will forfeit any unvested securities of ADC.<br><br><br><br>If Your employment is terminated by the Company without Cause or by You with Good Reason, You will (i) receive a severance amount equal to 100% of Your annual base salary, (ii) be deemed to have vested in a pro rata portion of the restricted stock set forth above as part of your Incentive Compensation, including any restricted shares awarded at the end of a performance period, based on the number of completed years of service after the Start Date, and (iii) be released from Your post-employment non-competition covenant set forth below.<br><br><br><br>Subject to the Delay Period, if required to comply with Section 409A, any severance payments shall be payable in equal semi-monthly installments over the twelve (12) month period following Your termination in accordance with ADC’s normal payroll practices, on its standard payroll dates, and subject to all required withholdings and deductions. All of the foregoing severance entitlements shall be conditioned on (i) Your delivery, within thirty (30) days after Your last date of employment, of a signed and irrevocable release agreement in a form prepared by ADC and (ii) Your strict compliance with Your post-employment obligations. Subject to the Delay Period, if required to comply with Section 409A, the severance payments will commence on first payroll date occurring more than 60 days after the termination of Your			employment, with the first payment covering the time period from the termination date through the payment date.
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Cause:	For purposes of this Letter Agreement, “Cause” shall mean the occurrence of one or more of the following, as determined by ADC: (a) Your failure or refusal to observe or perform any term, covenant or provision of this Letter Agreement or any reasonably assigned duties requested by ADC; (b) a breach Your fiduciary duties to Agree; (c) You being (i) under investigation by a government authority or by the Company, based on its reasonable suspicion, for committing, (ii) charged with, and/or (iii) convicted of, a felony or any other crime which might cause clients to question the business practices or reputation of ADC; (d) Your commission of any act of theft, embezzlement, fraud, dishonesty or disloyalty with respect to ADC; (e) Your use of alcohol in an unprofessional fashion, non-prescribed narcotics or contraband during working hours or on ADC premises; (f) Your engaging in insubordination or otherwise disruptive actions; or (g) Your inability to perform Your assigned job duties in an effective manner or to ADC’s reasonable satisfaction.
Good Reason	For purposes of this Letter Agreement, “Good Reason” shall mean, without Your consent, (i) a material and adverse change in Your title or (ii) a material reduction in Your base salary; provided that, prior to terminating employment for Good Reason, You must provide written notice to ADC within thirty (30) days after the initial existence of the condition constituting Good Reason and provide ADC a period of thirty (30) days to remedy such condition; and provided further that if ADC fails to cure such condition, You must resign Your employment within thirty (30) days following ADC’s failure to remedy the condition constituting Good Reason.
Confidentiality and Restrictive Covenant Obligations:<br><br>	(a) Confidential Information. The relationship with ADC will be one of trust and confidence and there will be available to You certain confidential and proprietary business and financial information, related trade secrets and proprietary information of ADC which includes, but may not be limited to, the records and information of ADC dealing with income, investments, investment or development opportunities, customer or tenant lists, rent rolls, project lists, investor lists, investor identities, investment returns, business strategies, business methods, business practices, services, financial information, leasing information, access codes, business strategies, all information contained in or on the computer hard drives and/or servers of ADC, customer or tenant contact information including telephone numbers, addresses and e-mail information, business methods, marketing methods, and other items relative thereto (herein collectively and individually referred to as the “Confidential Information”). The Confidential Information is an extremely valuable and important asset of ADC and the unauthorized use of the Confidential Information would cause irreparable economic and business injury to ADC. You shall hold the Confidential Information in strict confidence and in trust for ADC and, except in the good faith performance of Your job duties for ADC, shall not disclose, use or otherwise communicate, provide or reveal in any manner whatsoever any of the Confidential Information to any person or entity without the prior written consent of ADC. Upon termination of employment, You shall return to ADC, without demand from ADC, any Confidential Information disclosed or provided to You, including, but not limited to, all originals, copies, reproductions, notes, facsimiles, samples, models and products thereof, whether, the same is in digital or document form. The return of the Confidential Information shall also include but not be limited to the return of all the following items to ADC immediately upon the termination of employment: automobile, keys, calculators, tapes, clipboards, computers, computer programs, documents, customer and tenant lists, addresses, telephone numbers, computer discs, notebooks, drawings, manuals,			and such or all other recorded, written or printed materials and supplies relating to research or business of the ADC. The Confidential Information, regardless of form, is, and shall always remain, the sole and exclusive property of ADC.
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	(b) Employees. During the term of Your employment with ADC and for a period of two (2) years following the termination of Your employment (“Period”), You shall not, directly, indirectly for Your own benefit or for the benefit of any other person, firm or business organization Solicit for purposes of employment or association any employee or agent of ADC, or induce any employee or agent of ADC to terminate such employment or association for purposes of becoming employed or associated elsewhere, or hire or otherwise engage any employee or agent of ADC as an employee of a business with whom You may be affiliated or permit such hiring to the extent You have the authority to prevent same, or otherwise interfere with the relationship between ADC and its employees and agents. For purposes of this Letter Agreement, an employee or agent shall mean an individual employed or retained by ADC during the term of this Letter Agreement and/or who terminates such association with ADC within a period of six (6) months either prior to or after Your termination hereunder. For purposes of this Letter Agreement, the phrase “Solicit” shall mean any contact, communication, dialogue or undertaking whether the same is initiated by You or by an investor, business prospect, referral source or employee of ADC.
	(c) Business Prospects. During the Period, You shall not, directly, indirectly, for Your own benefit or for the benefit of any other person, firm or business organizations, Solicit for purposes of transacting business, any business prospect of ADC or induce any business prospect of ADC to terminate such association with ADC for proposes of transacting business elsewhere or becoming associated elsewhere or otherwise attempting to divert any business prospect from ADC, except where, (i) any firm or business organization for which You are subsequently employed, has an existing verifiable business relationship with such business prospect; and (ii) transacting business with such business prospect has no adverse effect on ADC; and (iii) You are not engaged in providing services or support to such business prospect during the Period. You shall prevent such solicitation to the extent You have authority to prevent same and shall otherwise not interfere with the relationship between ADC and its business prospects. For purposes of this Letter Agreement, the term “business prospects” shall mean any individual and/or business entity with whom ADC has undertaken to transact business or whom has been targeted for purposes of transacting business. For the avoidance of doubt, the term “business prospects” shall not include third parties engaged in providing loans and investment capital.<br><br>(d) Non-Competition. You shall not, directly, indirectly, for Your own benefit or for the benefit of any other person, firm or business organizations, engage in the following activities: (i) for the three-year period from the Start Date, work in any capacity for any other Real Estate Investment Trust (“REIT”); and (ii) if Your employment ends more than three years after the Start Date, act as a Chief Financial Officer (or in a similar capacity) for any triple net publicly-traded REIT during Your employment and for a period of one (1) year thereafter.
	(e) Conduct. You shall not, directly, indirectly, for Your own benefit or for the benefit of any other person, firm or business organizations,<br><br><br><br>(i)<br><br>Advice. You shall during the term of Your employment with ADC and at all times after the termination of the relationship by either party with or without advance notice or Cause, remain available to advise and at all times after the termination of the relationship by either party with or without		advance notice or Cause, You shall remain available to advise ADC in areas which include, but are not limited to assisting ADC with customer or business matters in which You were involved and advise ADC as to the status of various matters and follow up requirements related to tasks performed by You.<br><br><br><br>(ii)<br><br>No Disparagement. You shall not during the term of Your employment with ADC and at all times after the termination of the relationship by either party with or without advance notice or Cause, communicate, orally or in writing, or by any other matter whatsoever to any third party, any claim, remark, allegation, statement, opinion, innuendo, or information of any kind or nature whatsoever, the effect or intention of which is to cause embarrassment, damage or injury to the reputation or standing in the local, state, national, or international community of ADC, its officers, directors, shareholders, members or employees, whether any such communication is or may be true or founded in facts.<br><br><br><br>(iii)<br><br>Systems. You acknowledge and agree that You have no expectation of privacy with respect to ADCs telecommunications, networking, or information processing systems, (including, without limitation, stored company files, email messages, text messages, and voice messages) and that Your activities and any files or messages or use of any of those systems may be monitored and or intercepted at any time without notice and You consent to such monitoring and interception. You further agree that any property situated on ADC’s premises and owned by ADC, including, disks, and other storage media, filing cabinets and other work areas is subject to inspection by ADC without notice.<br><br><br><br>(f) Interpretation. If the provisions of this Letter Agreement are deemed overly restrictive, the court having jurisdiction may alter such provisions to provide for the maximum protection of ADC which is deemed reasonable under State law. Notwithstanding the foregoing, You acknowledge that all of the provisions hereof are reasonable, and waive any defense on such basis. You further acknowledge and agree that the obligations set forth in this Section are independent of the other obligations of this Letter Agreement, such that they will remain in effect notwithstanding any claim of a prior breach of this Letter Agreement or any other agreement or obligation.<br><br>(g) Limitations. Nothing in this Letter Agreement shall prohibit You from participating, testifying, or assisting in any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state, or local government agency or pursuant to a lawfully issued subpoena, nor does anything herein preclude, prohibit, or otherwise limit, in any way, Your rights and abilities to contact, communicate with, report matters to, or otherwise participate in any whistleblower program administered by any such agencies. Further, You acknowledge that under the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836(B), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is (i) made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (ii) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.
---		Modification:	Provided such modifications are uniformly applied to similarly situated ADC executives, ADC has the right to and may unilaterally modify the terms and conditions of employment including, by way of illustration and not limitation, job descriptions, rules and regulations, benefit packages and compensation as it deems appropriate in its sole and exclusive discretion. All benefits packages, salary and incentive compensation awards shall be subject, on an annual basis, to the approval of the Compensation Committee of ADC.
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Arbitration:	Except for as set forth below, the parties shall arbitrate any and all disputes relative to the employment relationship and/or termination from ADC that otherwise would be resolved by judicial or administrative proceeding or are in any way related to any alleged wrongful acts on the part of ADC or its employees, officers and/or directors, whether such disputes are based on alleged statutory violations or otherwise (i.e., age, race, gender, religion or any other form of protected class discrimination or harassment), contractual breaches or otherwise, exclusively through the Procedures and Policies of the American Arbitration Association, unless other procedures are agreed upon in writing between the parties. Venue for any such hearings shall be Oakland County, Michigan. All substantive rights provided under any applicable statute and/or law, the right to representation by counsel, an opportunity for reasonable discovery, a neutral arbitrator, a fair arbitral hearing, and a written arbitral award containing findings of facts and conclusions of law shall be available in the arbitration. You shall not disclose or announce to third parties, except Your attorneys and retained professionals, that the proceedings are taking place and You shall keep the nature and substance of the proceedings confidential and not disclose the same to third parties. The determination of the arbitrator shall be binding and final upon all parties. The award of the arbitrator may be filed with the Clerk of the Circuit Court for the County of Oakland, Michigan, and judgment may be rendered by the Court upon the arbitration award and execution may be issued upon the judgment. The cost for arbitration shall be split equally between ADC and You.
Limitations:	Any arbitration or judicial proceeding arising out of a dispute relative to Your employment, shall not be brought by You unless the same is commenced within the applicable statute of limitations or One Hundred Eighty (180) days following the incident giving rise to such dispute, whichever is shorter. If You fail to commence such a proceeding within such period, any rights You may have to prosecute such a claim shall be extinguished and terminated. In the event a court of competent jurisdiction determines this provision is overly restrictive, then the court having jurisdiction may alter such provision to that deemed reasonable under State law.
Enforcement:	Those portions of this Letter Agreement that, by their nature, survive the termination of this Letter Agreement shall remain enforceable and survive the expiration or termination of the employment relationship and shall not be deemed merged or extinguished by any act absent the specific written intention of the parties to do so. The undertakings contained herein relate to matters which are of a special, unique and extraordinary importance to ADC and, that without such covenants, ADC would be unwilling to employ You. A violation of any of the terms hereof would cause irreparable injury to ADC, the amount of which may be impossible to estimate or determine and which may not be compensated adequately. Notwithstanding the arbitration provision set for herein, ADC may, at its sole option and in its exclusive discretion, file an action in court seeking all available equitable and monetary remedies in the event of a breach or threatened breach of Your Confidentiality and Restrictive Covenant Obligations. In any action for injunctive relief or a restraining order, ADC shall not be obligated to post a bond or any security as a condition to obtain the issuance of a restraining order, injunction or other equitable relief.		Attorney Fees:	In the event that ADC should bring any action or claim arising out of this Letter Agreement against You, or You bring any action or claim against ADC, the prevailing party shall be entitled to any and all costs incurred in enforcing the terms of this Letter Agreement, including actual attorney fees, court costs, arbitrator costs and fees and all other costs associated with such action.
---	---
Section 409A:	This Letter Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or an exemption thereunder, and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provisions of this Letter Agreement, payments provided under this Letter Agreement may only be made upon an event, and in a manner, that complies with Section 409A or an applicable exemption. Any payment under this Letter Agreement that may be excluded from Section 409A shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Letter Agreement shall be treated as a separate payment. Any payment to be made under this Letter Agreement upon termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, ADC makes no representations that the payments and benefits provided under this Letter Agreement are exempt from or comply with Section 409A and in no event shall ADC be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by You on account of non-compliance with Section 409A. All reimbursements provided under this Letter Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements are subject to Section 409A, including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Notwithstanding any other payment date or schedule provided in this Letter Agreement to the contrary, if on the date of your separation from service You are a “specified employee” (within the meaning of Section 409A and the regulations thereunder), to the extent required under Section 409A any payment subject to Section 409A that is owing to You on account of and within six months after Your separation from service shall instead be made on the date which is the earlier of (i) the first Company payroll date after the six month anniversary of the date of Your separation from service or (ii) the first Company payroll date after Your death (the “Delay Period”); upon expiration of the Delay Period, all payments so delayed shall be paid to You in a lump sum, and all remaining payments due hereunder shall be paid to you on the normal payment dates set forth in this Letter Agreement.
Section 280G	If any payment or benefit (including payments and benefits pursuant to this Agreement) You would receive in connection with a Change in Control from the Company or otherwise (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this paragraph, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall pay only a part of the Payment so that You receive the largest payment possible without the imposition of the Excise Tax. If a reduced Payment is made, You shall have no rights to any additional payments and/or benefits constituting the Payment. Any reduction in payments as a result of this provision shall be made in the reverse chronological order in which such payments would otherwise be due.
Entire Agreement:	This Letter Agreement represents the entire agreement between You and ADC and supersedes and cancels any prior or contemporaneous arrangements, understandings or agreements, whether written or oral, by and between You and ADC relative to the subject matter hereof. Any amendments hereto shall be in writing and executed by both parties. In the event of a conflict between this Letter Agreement and any other agreement or plan including the agreement and plan attached hereto, this Letter Agreement shall govern and control.
---	---
Governing Law:	This Letter Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of Michigan. Without limiting the applicability of the Arbitration provisions contained herein, exclusive venue and jurisdiction for resolution of all disputes shall lie with the state and/or federal courts having jurisdiction over Oakland County, Michigan, and the parties irrevocably submit to the personal jurisdiction of such courts.

Peter, if You agree with the terms and conditions contained herein, please sign and return a copy of this Letter Agreement to the undersigned.

Very truly yours,

AGREE REALTY CORPORATION

By: /s/ Joey Agree _____________________________

Joey Agree

Its: President & Chief Executive Officer

AGREED TO AND ACCEPTED BY :

PETER COUGHENOUR

/s/Peter Coughenour _

(Employee Signature)

Date: ____________________

Exhibit – 10.31

AGREE REALTY CORPORATION

2020 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK NOTICE

This RESTRICTED STOCK NOTICE dated as of _________, 20__, sets forth the terms of a grant of Restricted Stock by Agree Realty Corporation, a Maryland corporation (the “Company”), to the Grantee named below.

WHEREAS, the Company has adopted the Agree Realty Corporation 2020 Omnibus Incentive Plan (the “Plan”) to provide incentives and awards to employees, directors and consultants of the Company and its Affiliates, by encouraging their ownership of stock and to aid the Company and its Affiliates in retaining such employees, directors and consultants, upon whose efforts the Company’s success and future growth depends, and attracting other such individuals; and

WHEREAS, the Committee has determined to grant to the Grantee an award of Restricted Stock (the “Award”) as provided herein to encourage the Grantee’s efforts toward the continuing success of the Company.

The Company grants to the Grantee an Award on the following terms and subject to the following conditions:

SECTION 1.Grant by the Company. This Award shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are hereby incorporated by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Award shall have the same definitions as set forth in the Plan.

AWARD SUMMARY

Name of Grantee:_________________

Number of Shares of Restricted Stock:_________________

Share Price at Grant Date:_________________

Grant Date:_____________, 20__

SECTION 2.Issuance of Restricted Stock.

2.1As soon as practicable after receipt from the Grantee of this executed Award, the Company shall issue in the name of the Grantee book entry shares or stock certificates representing the total number of shares of Restricted Stock, and any such certificates shall remain in the

possession of the Company until the Restricted Stock represented thereby is free of the restrictions set forth in Section 3 hereof.

SECTION 3.Restrictions.

3.1The Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of prior to the applicable Expiration Date as provided in Section 3.2 hereof.

3.2Unless terminated earlier pursuant to Section 4 hereof, the restrictions set forth in Section 3.1 hereof shall expire on the first anniversary of _________ (the “Expiration Date”). As soon as practicable after the Expiration Date, the Company shall either (i) deliver certificate(s) representing the shares of Common Stock no longer subject to the restrictions set forth in Section 3.1 as of such Expiration Date to the Grantee or its designee (and such certificate shall be registered in the name of the Grantee), (ii) have the appropriate number of shares of Common Stock credited to the Grantee in book-entry form, or (iii) have the shares of Common Stock held pursuant to instructions provided by the Grantee.

SECTION 4.Termination. Except as determined by the Committee at any time, upon the Grantee ceasing to be a director of the Company for any reason (other than death) through the Expiration Date, the restrictions set forth in Section 3.1 shall lapse as to the number of Restricted Stock based on the number of days starting with the date set forth in Section 3.2 above (the “Start Date”) through the date such Grantee ceases to be a director of the Company (the “Termination Date”) and the number of days starting on the Start Date through the Expiration Date. As soon as practicable after the Termination Date, shares of Common Stock shall be issued in accordance with Section 3.2 above. All other Restricted Stock shall be forfeited by the Grantee to the Company without the payment of any consideration by the Company as of the Termination Date. Upon forfeiture, the Company shall cancel, or cause the transfer agent to cancel, the stock certificate or book-entry relating to the forfeited Restricted Stock. Notwithstanding the foregoing, all Restricted Stock shall cease to be subject to forfeiture under this Section 4 (and shall cease to be subject to the restrictions set forth in Section 3.1) in the event the Grantee ceases to be a director of the Company on account of the Grantee’s death.

SECTION 5.Construction. This Award is made and granted pursuant to the Plan and is in all respects limited by and subject to the terms of the Plan. In the event of any conflict between the provisions of this Award and the terms of the Plan, the terms of the Plan shall be controlling. To the extent not prohibited by applicable law or the Plan, the terms of any employment, severance or change in control agreement between the Grantee and the Company shall supersede the terms and definitions under the Plan and this Award with respect to the Restricted Stock awarded hereunder. All decisions of the Committee with respect to any question or issue arising under the Plan or this Award shall be conclusive and binding on all persons having an interest in the Award.

SECTION 6.Transfer of Personal Data. The Grantee authorizes, agrees and unambiguously consents to the transmission by the Company (or any of its Affiliates) of any personal data information related to the Restricted Stock awarded under this Award for legitimate

business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Grantee.

SECTION 7.Compliance with Laws. The issuance of the Restricted Stock or unrestricted shares pursuant to this Award shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue the Restricted Stock or any of the shares pursuant to this Award if any such issuance would violate any such requirements.

SECTION 8.Notices. Any notice to be given to the Company hereunder shall be in writing and shall be addressed to the Company at 70 E. Long Lake Rd, Bloomfield Hills, MI 48304, attention: General Counsel, or at such other address as the Company may hereafter designate to the Grantee by written notice as provided herein. Any notice to be given to the Grantee hereunder shall be addressed to the Grantee at the address set forth beneath his signature hereto, or at such other address as he may hereafter designate to the Company by written notice as provided herein. Notices hereunder shall be deemed to have been duly given: (i) when personally delivered, (ii) three (3) days after having been mailed by registered or certified mail to the party entitled to receive the same, (iii) one (1) day after having been mailed by a nationally recognized overnight courier or (iv) upon receipt when sent by electronic transmission.

SECTION 9. Section 83(b) Election. The Grantee may make a timely Code section 83(b) election with respect to the portion of the Restricted Stock that are unvested as of the date of this Grant Date by filing the form attached hereto as Appendix A with the Internal Revenue Service within thirty (30) days following the Grant Date. If the Grantee decides to file a Code section 83(b) election in respect of the Grantee’s Restricted Stock, the Grantee must provide the Company with a copy of such Code section 83(b) election simultaneously with filing it with the Internal Revenue Service. The Grantee should consult with and rely upon the advice of the Grantee’s personal tax advisor regarding whether or not it is appropriate for the Grantee to make a Code section 83(b) election in respect of the Grantee’s Restricted Stock. In no event shall the Company have any liability or obligation with respect to the making of or failure to make any such Code Section 83(b) election.

SECTION 10. **** Entire Statement of Award. This Award and the terms and conditions of the Plan constitute the entire understanding between the Grantee and the Company and its Affiliates, and, except as set forth in Section 6, supersede all other agreements, whether written or oral, with respect to the Award.

SECTION 11.Resolution of Disputes. Any dispute or disagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Award shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee, the Grantee’s heirs, executors, administrators and successors, and the Company and its Affiliates for all purposes.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has executed this Award as of _________.

AGREE REALTY CORPORATION

By: _____________________________

Joey Agree

Title: President and Chief Executive Officer

APPENDIX A

Election to Include Value of Property in Gross

Income in Year of Transfer Under Code Section 83(b)

CERTIFIED MAIL

RETURN RECEIPT REQUESTED

____________________ ______, 20___

Department of the Treasury

Internal Revenue Service

[●]

**Re:**IRC Section 83(b) Election

Dear Sir/Madam:

Enclosed please find the undersigned taxpayer’s Election to Include in Gross Income in Year of Transfer of Property Pursuant to Section 83(b) of the Internal Revenue Code.

Very Truly Yours,

Name:

(Taxpayer I.D. No. _____________)

cc: Agree Realty Corporation

Election to Include in Gross Income in Year of Transfer of Property Pursuant

to Section 83(b) of the Internal Revenue Code of 1986, as amended

The undersigned hereby elects pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

*1.*The name, address and taxpayer identification number of the undersigned are:

2. This election is made with respect to [●] shares of the common stock of Agree Realty Corporation (the “ Company ”).

*3.*The date on which the property was transferred is _________________ _____ , 2020 .

*4.*The nature of the restriction(s) to which the property is subject are: the property is nontransferable and is subject to forfeiture upon the undersigned’s termination of services to the Company and its subsidiaries.

*5.*The fair market value at the time of transfer (determined without regard to any “lapse restriction,” as defined in Section 1.83-3(i)) of the property is $_____ .

*6.*The amount paid for property by the undersigned is $_____.

*7.*Furnishing statement to Company:

A copy of this statement has been furnished to the Company that receives services from the undersigned.

Dated: _______________________, ________

Name:

Exhibit 21

AGREE REALTY CORPORATION

Subsidiaries of the Registrant as of December 31, 2021

<br><br><br><br><br><br><br><br><br><br><br><br>
Subsidiary		Jurisdiction of Organization
Agree Limited Partnership		Delaware
20639 Center Ridge Road, LLC		Delaware
ADC Express, LLC		Michigan
Agree 117 Mission, LLC		Michigan
Agree 2016, LLC		Delaware
Agree Beecher, LLC		Michigan
Agree Bristol & Fenton Project, LLC		Michigan
Agree Central, LLC		Delaware
Agree Chapel Hill NC, LLC		Delaware
Agree Columbia SC, LLC		Delaware
Agree Construction Management, LLC		Delaware
Agree Convenience No. 1, LLC		Delaware
Agree Corunna, LLC		Michigan
Agree CW, LLC		Delaware
Agree Dallas Forest Drive, LLC		Texas
Agree Development, LLC		Delaware
Agree DT Jacksonville NC, LLC		Delaware
Agree Eastern, LLC		Delaware
Agree Farmington NM, LLC		Delaware
Agree Fort Walton Beach, LLC		Florida
Agree Grandview Heights OH, LLC		Delaware
Agree Greenwich CT, LLC		Delaware
Agree Lebanon NH, LLC		Delaware
Agree Littleton CO, LLC		Delaware
Agree M-59, LLC		Michigan
Agree Madison AL, LLC		Michigan
Agree Marietta, LLC		Georgia
Agree MCW, LLC		Delaware
Agree Mena AR, LLC		Delaware
Agree NJ, LLC		Delaware
Agree Onaway MI, LLC		Delaware
Agree Orange CT, LLC		Delaware
Agree Oxford Commons AL, LLC		Delaware
Agree Paterson NJ, LLC		Delaware
Agree Portfolio, LLC		Delaware
Agree Realty Services, LLC		Delaware
Agree Realty South-East, LLC		Michigan
Agree Roseville CA, LLC		California
Agree SB, LLC		Delaware
Agree Secaucus NJ, LLC		Delaware
Agree Shelf ES PA, LLC		Delaware
Agree Shelf PA, LLC		Delaware
Agree Southfield, LLC		Michigan
Agree Spring Grove, LLC		Illinois
Agree St Petersburg, LLC		Florida
Agree Stores, LLC		Delaware
Agree Tallahassee, LLC		Florida
Agree TK, LLC		Delaware
Agree Van Nuys CA, LLC		Delaware
---	---	---
Agree Walker, LLC		Michigan
Agree Wawa Baltimore, LLC		Maryland
Agree Western, LLC		Delaware
Agree Wilmington, LLC		North Carolina
DD 71, LLC		Delaware
Lunacorp, LLC		Delaware
Mt. Pleasant Shopping Center, LLC		Michigan
Pachyderm Chattanooga TN, LLC		Delaware
Pachyderm Marietta GA, LLC		Delaware
Pachyderm Myrtle Beach SC, LLC		Delaware
Pachyderm Philadelphia PA, LLC		Delaware
Safari Properties, LLC		Delaware

Exhibit 22

AGREE REALTY CORPORATION

List of Guarantor Subsidiaries

The 2030 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and the following wholly owned subsidiaries of the Operating Partnership as of February 22, 2022:


Guarantor		Jurisdiction of Organization
20639 Center Ridge Road<br><br>Agree 117 Mission, LLC<br><br>Agree 2016, LLC<br><br>Agree Central, LLC<br><br>Agree Chapel Hill NC, LLC<br><br>Agree Columbia SC, LLC<br><br>Agree Convenience No. 1, LLC<br><br>Agree CW, LLC<br><br>Agree DT Jacksonville NC, LLC<br><br>Agree Eastern, LLC<br><br>Agree Farmington NM, LLC<br><br>Agree Grandview Heights OH, LLC<br><br>Agree Greenwich CT, LLC<br><br>Agree Mena AR, LLC<br><br>Agree NJ, LLC<br><br>Agree Onaway MI, LLC<br><br>Agree Orange CT, LLC<br><br>Agree Oxford Commons AL, LLC<br><br>Agree Paterson NJ, LLC<br><br>Agree SB, LLC<br><br>Agree Secaucus NJ, LLC<br><br>Agree Shelf ES PA, LLC<br><br>Agree Shelf PA, LLC<br><br>Agree Southfield, LLC<br><br>Agree St Petersburg, LLC<br><br>Agree Stores, LLC<br><br>Agree Western, LLC<br><br>Agree TK, LLC<br><br>Pachyderm Chattanooga TN, LLC<br><br>Pachyderm Marietta GA, LLC<br><br>Pachyderm Myrtle Beach SC, LLC<br><br>Pachyderm Philadelphia PA, LLC<br><br>Pachyderm Properties, LLC<br><br>Pachyderm Riverdale GA, LLC<br><br>Pachyderm Waite Park MN, LLC<br><br>Paint PA, LLC<br><br>Mt. Pleasant Shopping Center, L.L.C.<br><br>Agree MCW, LLC<br><br>Agree Lebanon NH, LLC		Delaware<br><br>Michigan<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Michigan<br><br>Florida<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Delaware<br><br>Michigan<br><br>Delaware<br><br>Delaware

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated February 22, 2022, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of Agree Realty Corporation on Form 10-K for the year ended December 31, 2021. We consent to the incorporation by reference of said reports in the Registration Statements of Agree Realty Corporation on Forms S-3 (File No. 333-238729 and File No. 333-218476) and on Forms S-8 (File No. 333-238728, File No. 333-197096, and File No. 333-141471).

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

February 22, 2022

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joel N. Agree, certify that:

I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2021 of Agree Realty Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 22, 2022		/s/ Joel N. Agree
		Name:	Joel N. Agree
		Title:	President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Coughenour, certify that:

I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2021 of Agree Realty Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 22, 2022	/s/ Peter Coughenour
	Name:	Peter Coughenhour
	Title:	Chief Financial Officer and Secretary

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Based on a review of the Annual Report on Form 10-K for the year ended December 31, 2021 of Agree Realty Corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joel N. Agree, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report, containing the financial statements, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Joel N. Agree
Joel N. Agree
President and Chief Executive Officer
February 22, 2022

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Based on a review of the Annual Report on Form 10-K for the year ended December 31, 2021 of Agree Realty Corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter Coughenour, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report, containing the financial statements, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Peter Coughenour
Peter Coughenour
Chief Financial Officer and Secretary
February 22, 2022