8-K - ADC - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date

of earliest event reported): January 4, 2023

AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation)

1-12928<br><br> <br>(Commission file number)	38-3148187<br><br> <br>(I.R.S. Employer Identification No.)
70 E. Long Lake Road<br><br> <br>Bloomfield Hills, MI<br><br> <br>(Address of principal<br> executive offices)	48304<br><br> <br>(Zip code)

(Registrant’s telephone number, including area code)

(248) 737-4190

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425<br>under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12<br>under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to<br>Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to<br>Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.0001 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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 7.01. Regulation FD Disclosure.

On January 4, 2023, Agree Realty Corporation (the “Company”) issued a press release announcing the Company’s investment activity for 2022, and updates on its portfolio and its fourth quarter 2022 capital markets activities.

A copy of the press release is furnished as Exhibit 99.1 to this report. The Company also posted an updated investor presentation to its website, which is furnished as Exhibit 99.2 to this report. The press release and investor presentation can be found on the Investors section of the Company’s website at www.agreerealty.com.

The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

On January 4, 2023, the Company announced its weighted-average number of common shares outstanding for the three and twelve months ended December 31, 2022. The following table computes the Company’s weighted-average number of common shares outstanding for the periods:

	Three Months			Twelve Months
	Ended			Ended
	December 31, 2022			December 31, 2022
Weighted-average number of common shares outstanding		88,660,310			78,885,063
Less: Unvested restricted stock		(225,730	)		(225,730	)
Weighted-average number of common shares outstanding used in basic earnings per share		88,434,580			78,659,333
Weighted-average number of common shares outstanding used in basic earnings per share		88,434,580			78,659,333
Effect of dilutive securities:
Share-based compensation		126,977			129,474
ATM forward equity offerings		55,730			63,381
December 2021 Forward Offering		-			89,963
May 2022 Forward Offering		-			173,429
September 2022 Forward Offering		195,223			48,806
Weighted-average number of common shares outstanding used in diluted earnings per share		88,812,510			79,164,386
Operating Partnership Units ("OP Units")		347,619			347,619
Weighted-average number of common shares and OP Units outstanding used in diluted earnings per share		89,160,129			79,512,005

To account for the potential dilution resulting from the forward equity offerings on earnings per share calculations, the Company used the treasury stock method to determine the dilution during the period of time prior to settlement. The impact of the offerings on the Company’s weighted-average diluted shares for the three months ended December 31, 2022 was 250,953 weighted-average incremental shares. The impact of the offerings on the Company’s weighted-average diluted shares for the twelve months ended December 31, 2022 was 375,579 weighted-average incremental shares.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press release, dated January 4, 2023, entitled “Agree Realty Announces Record 2022 Investment Activity<br>& Provides Update on Capital Markets Activities”.
99.2	January 2023 Investor Presentation.
104	Cover Page Interactive Data File (embedded within the Inline<br>XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AGREE REALTY CORPORATION
Date: January 4, 2023	By:	/s/ Peter Coughenour
		Name: Peter Coughenour
		Title: Chief Financial Officer and Secretary

Exhibit 99.1

70 E. Long Lake Rd.<br><br><br><br>Bloomfield Hills, MI 48304<br><br><br><br>www.agreerealty.com
FOR IMMEDIATE RELEASE

Agree Realty Announces Record 2022 InvestmentActivity &

Provides Update on Capital Markets Activities

Balance Sheet Fully Funded for 2023 InvestmentActivity

Bloomfield Hills, MI, January 4, 2023 --Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced a summary of its record investment activity in 2022, provided an update on its portfolio as well as its fourth quarter capital markets activities.

2022 Record Investment Activity

Total real estate investment activity for 2022, inclusive of acquisition, development, and Partner Capital Solutions projects completed or currently under construction, amounted to a record of $1.71 billion. The 465 properties are net leased to industry-leading tenants, span 28 retail sectors and are located in 43 states across the country.

During the twelve months ended December 31, 2022, the Company acquired 434 retail net lease properties for total acquisition volume of approximately $1.59 billion. The acquisitions were completed at a weighted-average capitalization rate of 6.2% and had a weighted-average remaining lease term of 10.2 years. Approximately 69.4% of the annualized base rents acquired during the year were derived from investment grade retail tenants. Approximately 5.4% of annualized base rents acquired during the year were derived from ground leased assets.

Acquisition volume for the fourth quarter totaled $404.9 million at a weighted-average capitalization rate of 6.4% and had a weighted-average remaining lease term of 10.6 years. Approximately 73.2% of annualized base rents acquired were generated from investment grade retail tenants. Approximately 6.2% of annualized base rents acquired were derived from ground leased assets.

As of December 31, 2022, the Company’s portfolio generated approximately 67.8% of annualized base rents from investment grade retail tenants. Properties ground leased to tenants increased to approximately $58.1 million of annualized base rents and represented approximately 12.4% of total annualized base rents.

CEO Comments

“We are very pleased with another year of record performance and our recent capital markets activities, which prefunded our equity needs for 2023 and will allow us to opportunistically execute across all three external growth platforms,” said Joey Agree, President and Chief Executive Officer. “While not providing 2023 investment guidance at this time, our robust liquidity profile enables us to achieve investment volumes proximate to our 2022 activity while remaining within our targeted leverage range without raising additional equity. As the macro-economic environment remains uncertain, we will be opportunistic and disciplined while investing capital and remain averse to moving up the risk spectrum.”

Capital Markets Update

During the fourth quarter of 2022, the Company entered into forward sale agreements in connection with its at-the-market equity (“ATM”) program to sell an aggregate of 4,104,641 shares of common stock for anticipated net proceeds of approximately $282.9 million. Additionally, the Company settled 1,600,000 shares under existing forward sale agreements and received net proceeds of approximately $106.2 million.

At year end, the Company had 8,254,641 shares remaining to be settled under existing forward sale agreements, which are anticipated to raise net proceeds of approximately $557.4 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements.

As of December 31, 2022, the Company had total liquidity of approximately $1.5 billion, which includes $900.0 million of availability under its revolving credit facility, $557.4 million of outstanding forward equity, and cash on hand.

The following table presents the Company’s outstanding forward equity offerings as of December 31, 2022:

Forward Equity Offerings	Shares Sold	Shares Settled	Shares Remaining	Net Proceeds Received	Anticipated Net Proceeds Remaining
September 2022 Forward Offering	5,750,000	1,600,000	4,150,000	$106,168,480	$274,487,640
Q4 2022 ATM Forward Offerings	4,104,641	-	4,104,641	-	$282,876,310
Total Forward Equity Offerings	9,854,641	1,600,000	8,254,641	$106,168,480	$557,363,950

About Agree Realty Corporation

Agree Realty Corporation is a publicly traded real estate investment trust that is RE****THINKING RETAIL through the acquisition and development of properties net leased to industry-leading, omni-channel retail tenants. As of December 31, 2022, the Company owned and operated a portfolio of 1,839 properties, located in all 48 continental states and containing approximately 38.1 million square feet of gross leasable area. The Company’s common stock is listed on the New York Stock Exchange under the symbol “ADC”. For additional information on the Company and RE****THINKING RETAIL, please visit www.agreerealty.com.

Forward-Looking Statements

Thispress release contains forward-looking statements, including statements about projected financial and operating results, within the meaningof Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safeharbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statementfor purposes of complying with these safe harbor provisions. Forward-looking statements are generally identifiable by use of forward-lookingterminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “assume,” “plan,” “outlook” or other similar words or expressions. Forward-looking statements are based on certain assumptions and can includefuture expectations, future plans and strategies, financial and operating projections or other forward-looking information. Althoughthese forward-looking statements are based on good faith beliefs, reasonable assumptions and the Company’s best judgment reflectingcurrent information, you should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and otherfactors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results ofoperations, financial condition, cash flows, performance or future achievements or events. Currently, some of the most significant factorsinclude the potential adverse effect of ongoing worldwide economic uncertainties, the current pandemic of the novel coronavirus, or COVID-19,increased inflation and interest rates on the financial condition, results of operations, cash flows and performance of the Company andits tenants, the real estate market and the global economy and financial markets. The extent to which these conditions will impact theCompany and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence. Moreover,investors are cautioned to interpret many of the risks identified in the risk factors discussed in the Company’s Annual Report onForm 10-K and subsequent quarterly reports filed with the Securities and Exchange Commission (the “SEC”), as well as the risksset forth below, as being heightened as a result of the ongoing and numerous adverse impacts of the macroeconomic environment and COVID-19.Additional important factors, among others, that may cause the Company’s actual results to vary include the general deteriorationin national economic conditions, weakening of real estate markets, decreases in the availability of credit, increases in interest rates,adverse changes in the retail industry, the Company’s continuing ability to qualify as a REIT and other factors discussed in theCompany’s reports filed with the SEC. The forward-looking statements included in this press release are made as of the date hereof. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information,future events, changes in the Company’s expectations or assumptions or otherwise.

For furtherinformation about the Company’s business and financial results, please refer to the “Management’s Discussion and Analysisof Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s SEC filings, including,but not limited to, its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, copies of which may be obtained at the InvestorRelations section of the Company’s website at www.agreerealty.com.

The Company defines the “weighted-averagecapitalization rate” for acquisitions and dispositions as the sum of contractual fixed annual rents computed on a straight-linebasis over the primary lease terms and anticipated annual net tenant recoveries, divided by the purchase and sale prices for occupiedproperties.

The Company defines “annualized baserent” as the annualized amount of contractual minimum rent required by tenant lease agreements as of December 31, 2022, computedon a straight-line basis. Annualized base rent is not, and is not intended to be, a presentation in accordance with generally acceptedaccounting principles (“GAAP”). The Company believes annualized contractual minimum rent is useful to management, investors,and other interested parties in analyzing concentrations and leasing activity.

Contact:

Peter Coughenour

Chief Financial Officer

Agree Realty Corporation

(248) 737-4190

Exhibit 99.2

JANUARY 2023

1 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY Net lease growth REIT focused on the acquisition and development of high - quality retail properties Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $8.5 billion (1) retail net lease REIT headquartered in Bloomfield Hills, Michigan 1,839 retail properties totaling approximately 38 million square feet in all 48 continental states Investment grade issuer ratings of Baa1 from Moody’s and BBB from S&P RE THINK RETAIL Capitalize on distinct market positioning in the retail net lease space Focus on 21 st century industry - leading retailers through our three unique 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 our growth trajectory Provide consistent, high - quality earnings growth and a well - covered, growing dividend As of December 31, 2022 , unless otherwise noted. (1) As of December 30, 2022.

4 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. As of December 31, 2022. (1) Includes capital committed to acquisitions, development and Partner Capital Solutions projects c omp leted or under construction during the twelve months ended December 31, 2022. (2) Refer to footnote 1 on slide 7 for the Company’s definition of Investment Grade. (3) Proforma for the set tlement of the Company’s outstanding forward equity as of December 31, 2022. Recent Highlights Fortified balance sheet with approximately $1.7 billion of equity and long - term debt capital raised during 2022 Declared a cash dividend of $0.240 per common share for December, representing a 5.7% year - over - year increase Approximately 8.3 million shares of outstanding forward equity available at quarter end for net proceeds of over $557 million Acquired approximately $405 million of high - quality retail net lease assets in Q4 2022 at a weighted - average cap rate of 6.4% Announced record 2022 investment activity of $1.71 billion of high - quality retail net lease assets (1) Fortress - like balance sheet with approximately $1.5 billion of total liquidity as of December 31 st (3) Ground lease portfolio represents 12.4% of annualized base rents as of December 31 st Settled 1.6 million shares of outstanding forward equity during Q4 2022 for net proceeds of approximately $106 million Achieved record 2022 acquisition volume of $1.59 billion of high - quality retail net lease assets 31 development or PCS projects completed or under construction for more than $118 million as of December 31 st 73.2% of base rents acquired in Q4 2022 derived from investment grade retailers (2)

The Country’s Leading Retail Portfolio

6 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. TENANT / CONCEPT ANNUALIZED BASE RENT % OF TOTAL $30.8 6.9% 20.0 4.5% 19.3 4.4% 18.4 4.1% 13.3 3.0% 13.1 3.0% 12.8 2.9% 11.9 2.7% 11.9 2.7% 11.6 2.6% 11.6 2.6% 11.2 2.5% 10.8 2.4% 9.7 2.2% 9.6 2.2% 8.9 2.0% 8.4 1.9% 7.6 1.7% 7.3 1.6% 6.7 1.5% Other 189.0 42.6% Total $443.9 100.0% Agree Realty Snapshot TENANT SECTOR ANNUALIZED BASE RENT % OF TOTAL Grocery Stores $41.6 9.4% Home Improvement 40.6 9.2% Tire & Auto Service 40.3 9.1% Convenience Stores 33.1 7.5% Dollar Stores 29.5 6.6% General Merchandise 29.4 6.6% Off - Price Retail 26.8 6.0% Auto Parts 25.8 5.8% Farm and Rural Supply 21.3 4.8% Consumer Electronics 20.2 4.5% Other 135.3 30.5% Total $443.9 100.0% Share Price (1) $70.93 Equity Market Capitalization (1)(2) $6.4 Billion Property Count (3) 1,839 properties Net Debt to EBITDA 4.0x / 3.1x (4) Investment Grade % (3)(5) 67.8% Company Overview Tenants ($ in millions) Retail Sectors ($ in millions) As of September 30, 2022, unless otherwise noted. Any differences are a result of rounding. (1) As of December 30, 2022. (2) Ref lects common shares and OP units outstanding multiplied by the closing price as of December 30, 2022. (3) As of December 31, 2022. (4) Proforma for the settlement of the Company’s outstanding forward equit y a s of October 3, 2022. (5) Refer to footnote 1 on slide 7 for the Company’s definition of Investment Grade.

7 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. BEST - IN - CLASS RETAILERS WITH CONSERVATIVE BALANCE SHEETS Strong Investment Grade Portfolio 16% SUB - INVESTMENT GRADE 16% NOT RATED 68% INVESTMENT GRADE (1) As of December 31, 2022. Any differences are a result of rounding. (1) Based on ABR derived from tenants, or parent entities the reof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings, or the National Association of Insurance Commissioners. Retail Credit Type (%ABR)

8 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. INDUSTRY - LEADERS OPERATING IN E - COMMERCE RESISTANT SECTORS National and Super - Regional Retailers 1% FRANCHISE 11% SUPER - REGIONAL 88% NATIONAL As of December 31, 2022. Any differences are a result of rounding. Retail Tenant Type (%ABR)

9 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. 13% 13% 12% 7% 7% 6% 4% 3% 2% As of December 31, 2022. (1) Refer to footnote 1 on slide 7 for the Company’s definition of Investment Grade. Any differences are a result of rounding. FEE SIMPLE OWNERSHIP + SIGNIFICANT TENANT INVESTMENT Ground Lease Portfolio Breakdown Ground Lease Credit Overview (%ABR) 89% INVESTMENT GRADE (1) 9% NOT RATED 2% SUB - INVESTMENT GRADE Ground Lease Portfolio Overview 206 Leases 12.4% of total portfolio ABR 11.2 years weighted - average lease term Top Ground Lease Tenants (% ABR) 2%

Disciplined Investment Strategy & Active Portfolio Management

11 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Engage in consistent dialogue to understand store performance and tenant sustainability Leverage relationships to identify the best risk - adjusted opportunities Our Investment Strategy Agree leverages its three distinct investment platforms to target industry - leading retailers in e - commerce and recession resistant sectors THREE - PRONGED GROWTH STRATEGY COMPREHENSIVE REAL ESTATE SOLUTIONS FOR LEADING RETAILERS ACQUISITIONS DEVELOPMENT PARTNER CAPITAL SOLUTIONS RETAILER RELATIONSHIPS

12 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. What Has ADC Been Investing In? The retail landscape continues to dynamically evolve as market forces cause disruption and change. To mitigate risk in a period of continued disruption, the Company adheres to a number of investment criteria, with a focus on four core principles : Focus on leading operators that have matured in omni - channel structure or those in e - commerce resistant sectors OMNI - CHANNEL CRITICAL (E - COMMERCE RESISTANCE) Emphasize a balanced portfolio with exposure to counter - cyclical sectors and retailers with strong credit profiles RECESSION RESISTANCE Strong emphasis on leading operators with strong balance sheets and avoidance of private equity sponsored retailers AVOIDANCE OF PRIVATE EQUITY SPONSORSHIP Protects against unforeseen changes to our top - down investment philosophy STRONG REAL ESTATE FUNDAMENTALS & FUNGIBLE BUILDINGS

13 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. TOP - DOWN FOCUS ON LEADING RETAILERS IN THE U.S. PAIRED WITH A BOTTOMS - UP REAL ESTATE ANALYSIS Large & Fragmented Opportunity Set REAL ESTATE FUNDAMENTALS • Rents ≤ market • Fungibility of building MARKET RENTS • Limited competition • Strong market presence COMPETITION • Access • Visibility • Demographics • Major retail corridor • Strong traffic drivers RETAIL SYNERGY ADC reviewed $58 billion of opportunities since 2018 $5.6 BILLION acquired since 2018 As of December 31, 2022.

14 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. As of December 31, 2022. Stores counts obtained from company filings and third - party sources including Progressive Grocer, Conve nience Store News, Forbes, Biz Journals & Petroleum and Restaurant Business Magazine. 160,000 NET LEASE OPPORTUNITIES AND GROWING WITH BEST - IN - CLASS RETAILERS Sandbox Offers Runway for Growth Auto Parts Stores 23,000+ Farm & Rural Supply Stores 2,200+ Crafts & Novelties Stores 900+ Quick - Service Restaurants 32,100+ Equipment Rental Stores 1,000+ Warehouse Clubs 1,400+ Home Improvement Stores 8,400+ Consumer Electronics Stores 1,200+ Grocery Stores 10,500+ Dealerships 200+ Convenience Stores 23,500+ Off - Price Retail Stores 6,000+ Tire & Auto Service Stores 7,100+ Dollar Stores 35,000+ General Merchandise Stores 7,100+

15 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $220.1 $295.8 $336.8 $607.0 $701.4 $1.31B $1.39B $1.59B $14.9 $38.0 $62.7 $74.4 $32.4 $43.2 $40.0 $118.5 0 100 200 300 400 500 600 700 800 900 1,000 1,100 1,200 1,300 1,400 1,500 1,600 1,700 1,800 1,900 2015 2016 2017 2018 2019 2020 2021 2022 ADC HAS INVESTED $7.3 BILLION IN HIGH - QUALITY RETAIL NET LEASE PROPERTIES SINCE 2010 Ramping Investment Activity DEVELOPMENT & PCS (1) ACQUISITIONS Investment Activity ($ in millions) As of December 31, 2022. (1) Represents development & PCS activity, completed or commenced. $

16 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $29.7M $45.8M $67.6M $67.2M $49.4M $58.0M $45.8M 2016 2017 2018 2019 2020 2021 2022 FOCUSED ON NON - CORE ASSET SALES & CAPITAL RECYCLING Active Portfolio Management As of December 31, 2022. Graph is representative and does not include all dispositions. Total Dispositions 2010 - 2022: $449 million PORT ST. JOHN, FL RANCHO CORDOVA, CA MACOMB TOWNSHIP, MI OCALA, FL MICHIGAN (3) OSCODA, MI FLORIDA (2) NORTH DAKOTA (3) MINNESOTA (3) ATLANTIC BEACH, FL MT (1) & VA (1) WICHITA FALLS, TX SPRINGFIELD, IL UPLAND, CA APOPKA, FL LA (1) & PA (1) MN (2) & ND (2) MICHIGAN (3) FORT WORTH, TX OH (2) & PA (2) FLOWOOD, MS MAPLEWOOD, MN TYLER, TX BELTON, MO MI (2), NY & FL VA (3) MIDLAND, MI UT (2), ND & MT PENSACOLA, FL OH (3), WV, & VA TOPEKA, KS INDIANAPOLIS, IN KIRKLAND, WA JACKSONVILLE BEACH, FL IL (1), ND (1) & OH (1) MICHIGAN (2) ST. GEORGE, UT SC (2) & TX (1) AUSTIN, TX JACKSONVILLE, FL SC (1) & MN (1) AURORA, CO BERLIN, NJ HOUSTON, TX PORTAGE, MI CANTON, MI

Fortified Balance Sheet

18 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $5 $4 $42 $0 $50 $0 $50 $410 $100 $475 $125 $300 $300 $0 $100 $200 $300 $400 $500 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Leading With Our “Fortress” Balance Sheet CAPITALIZATION STATISTICS Equity Market Capitalization (3) $6.4 Billion Enterprise Value (3)(4) $8.5 Billion Total Debt to Enterprise Value 24.1% CREDIT METRICS Fixed Charge Coverage Ratio 5.0x Net Debt to Recurring EBITDA (5) 4.0x / 3.1x (6) Issuer Ratings Baa1 / BBB Ratings Outlooks Stable / Stable As of September 30, 2022, unless otherwise noted. (1) Reflects pay down of $23.6 million mortgage note on December 29, 2022. (2) Excludes $100.0 million of borrowings outstanding under the Company’s $1.0 billion Revolving Credit Facility as of December 31, 2022; assumes two 6 - month extension options are exercised. ( 3) As of December 30, 2022. (4) Enterprise value is calculated as the sum of net debt, the liquidation value of preferred equity and equity market capitalization. (5) Reflects net debt to annuali zed Q3 2022 recurring EBITDA. (6) Proforma for the settlement of the Company’s outstanding forward equity as of October 3, 2022. Debt Maturities ($ in millions) SECURED UNSECURED 1 c 2022 PUBLIC BOND OFFERING EXTENDED WEIGHTED - AVERAGE DEBT MATURITY TO APPROXIMATELY 8 YEARS (1) (2)

19 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $100 $100 $100 $225 ( 30% ) $125 ( 22% ) $350 ( 26% ) $650 ( 34% ) $300 (18%) $40 $237 $229 $531 (70%) $433 (78%) $988 (74%) $1,095 (57%) $1,322 (79%) $42 (3%) $175 ( 9% ) $0 $250 $500 $750 $1,000 $1,250 $1,500 $1,750 $2,000 2015 2016 2017 2018 2019 2020 2021 2022 STRONG CAPITAL MARKETS EXECUTION HAS PROVIDED AMPLE LIQUIDITY; $7.5 BILLION OF ACTIVITY SINCE 2010 Capital Markets Track Record Reflects gross proceeds for equity and long - term debt raised through December 31, 2022. Forward equity offerings are shown in th e year they were raised, rather than settled. Capital Markets Activity ($ in millions) COMMON EQUITY UNSECURED DEBT SECURED DEBT PREFERRED EQUITY

20 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. 5.1x 4.0x 4.5x 3.7x 4.8x 2.5x 3.5x 1.6x 4.7x 3.2x 4.8x 4.0x 4.9x 4.2x 4.5x 3.6x 4.4x 3.7x 4.9x 3.4x 5.0x 4.3x 5.0x 3.8x 4.0x 3.1x (includes outstanding forward equity offerings) ADC HAS BEEN AT OR BELOW 4.3X PROFORMA NET DEBT TO RECURRING EBITDA SINCE 2018 Low Leverage = Strong Positioning As of September 30, 2022. Proforma Net Debt to Recurring EBTIDA deducts the Company’s outstanding forward equity offerings fo r e ach period from the Company’s net debt for each period. (1) Proforma for the settlement of the Company’s outstanding forward equity as of October 3, 2022. PROFORMA NET DEBT TO RECURRING EBITDA NET DEBT TO RECURRING EBITDA Q1 2022 Q2 2022 Q3 2022 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q3 2019 (1)

21 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. DEDICATED TO SUSTAINABILITY AND GOOD CORPORATE CITIZENSHIP Agree Realty’s ESG Practices Embraces responsibility to be a good steward of the environment and to use natural resources carefully Focus on industry leading, national & super - regional retailers provides for a relationship with some of the most environmentally conscientious retailers in the world The Company’s award - winning headquarters buildings utilize green technologies including programmable thermostats, Low - E window glass, LEED HVAC systems and LED occupancy - sensored lighting ENVIRONMENTAL PRACTICES The Agree Wellness program focuses on Health Wellness & Financial Wellness to enhance employee well - being Ongoing professional development is offered to help all team members advance their careers The Company has recently sponsored charities including Michigan Veteran's Foundation, Leader Dogs for the Blind and Kids Kicking Cancer ADC has received awards from Globe St, Crain’s Detroit Business, and Best and Brightest in Wellness recognizing its outstanding corporate culture and wellness initiatives SOCIAL RESPONSIBILITY ADC’s Board has nine directors, seven of whom are independent; five new independent directors added since 2018 The Company formed an ESG Steering Committee during 2021 to help guide its ESG strategy The Nominating & Governance Committee has formal oversight responsibility for the Company’s ESG program The Company adopted the Sustainability Accounting Standards Board and the Task Force on Climate - related Financial Disclosures frameworks to align our disclosures with the issues most relevant to our stakeholders CORPORATE GOVERNANCE

22 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Investment Summary Highlights FORTIFIED BALANCE SHEET HIGHEST - QUALITY RETAIL REAL ESTATE INVESTMENT GRADE ISSUER RATINGS Robust growth trajectory MULTI - YEAR TRACK RECORD OF EXECUTION Well - covered & consistent dividend

24 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Forward - Looking Statements This presentation 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 are generally identifiable by use of forward - looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “assume,” “plan,” references to “outlook” or other similar words or expressions. Forward - looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections and forecasts and other forward - looking information and estimates. These forward - looking statements are subject to various risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. Certain factors could occur that might cause actual results to vary, including the potential adverse effect of ongoing worldwide economic uncertainties, the current pandemic of the novel coronavirus, or COVID - 19, increased inflation and interest rates 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 general deterioration in national economic conditions, weakening of real estate markets, decreases in the availability of credit, increases in interest rates, adverse changes in the retail industry, the Company’s continuing ability to qualify as a REIT and other risks and uncertainties as described in greater detail in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including, without limitation, the Company’s Annual Report on Form 10 - K and subsequent quarterly reports. Except as required by law, the Company disclaims any obligation to update any forward - looking statements, whether as a result of new information, future events or otherwise. For further information about the Company’s business and financial results, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s SEC filings, including, but not limited to, its Annual Report on Form 10 - K and Quarterly Reports on Form 10 - Q, copies of which may be obtained at the Investors section of the Company’s website at www.agreerealty.com . All information in this presentation is as of December 31 , 2022 , unless otherwise noted . The Company undertakes no duty to update the statements in this presentation to conform the statements to actual results or changes in the Company’s expectations .

25 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Non - GAAP Financial Measures This presentation includes a non - GAAP financial measure, Net Debt to Recurring EBITDA, which is presented on an actual and profo rma basis. A reconciliation of this non - GAAP financial measure to the most directly comparable GAAP measure appears on the following page. The components of this ratio and their use and utility to management are described further in the section below. In addition, this presentation includes the non - GAAP measure of Annualized Base Rent (“ABR”). ABR represents the annualized amount of contractual minimum rent required by tenant lease agreements, computed on a straight - line basis. ABR is not, and is not intended to be, a presentation in accordance with GA AP. The Company believes annualized contractual minimum rent is useful to management, investors, and other interested parties in anal yzi ng concentrations and leasing activity. Components of Net Debt to Recurring EBITDA EBITDAre is defined by Nareit to mean net income computed in accordance with GAAP, plus interest expense, income tax expense, deprecia ti on and amortization, any gains (or losses) from sales of real estate assets and/or changes in control, any impairment charges on de preciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. The Company considers the non - GAAP meas ure of EBITDAre to be a key supplemental measure of the Company's performance and should be considered along with, but not as an alt ern ative to, net income or loss as a measure of the Company's operating performance. The Company considers EBITDAre a key supplemental mea sur e of the Company's operating performance because it provides an additional supplemental measure of the Company's performance and opera tin g cash flow that is widely known by industry analysts, lenders and investors. The Company’s calculation of EBITDAre may not be compa rab le to EBITDAre reported by other REITs that interpret the Nareit definition differently than the Company. Recurring EBITDA The Company defines Recurring EBITDA as EBITDAre with the addback of noncash amortization of above - and below - market lease intangibles, and after adjustments for the run - rate impact of the Company's investment and disposition activity for the pe riod presented, as well as adjustments for non - recurring benefits or expenses. The Company considers the non - GAAP measure of Recurring EBITDA to be a key supplemental measure of the Company's performance and should be considered along with, but not as an alternative to, net inco me or loss as a measure of the Company's operating performance. The Company considers Recurring EBITDA a key supplemental measure of the Comp any 's operating performance because it represents the Company's earnings run rate for the period presented and because it is widely fo llowed by industry analysts, lenders and investors. Our Recurring EBITDA may not be comparable to Recurring EBITDA reported by other c omp anies that have a different interpretation of the definition of Recurring EBITDA. Our ratio of net debt to Recurring EBITDA is used by m ana gement as a measure of leverage and may be useful to investors in understanding the Company’s ability to service its debt, as well as ass ess the borrowing capacity of the Company. Our ratio of net debt to Recurring EBITDA is calculated by taking annualized Recurring EBITDA and d ivi ding it by our net debt per the consolidated balance sheet. Net Debt The Company defines Net Debt as total debt less cash, cash equivalents and cash held in escrows. The Company considers the no n - GAAP measure of Net Debt to be a key supplemental measure of the Company's overall liquidity, capital structure and leverage. Th e Company considers Net Debt a key supplemental measure because it provides industry analysts, lenders and investors useful information in understanding our financial condition. The Company’s calculation of Net Debt may not be comparable to Net Debt reported by other REITs that in terpret the definition differently than the Company. The Company presents Net Debt on both an actual and proforma basis, assuming the Antic ipated Net Proceeds from Outstanding Forwards are used to pay down debt. The Company believes the proforma measure may be useful to inve sto rs in understanding the potential effect of the Anticipated Net Proceeds from Outstanding Forwards on the Company’s capital structu re, its future borrowing capacity, and its ability to service its debt. Anticipated Net Proceeds from Outstanding Forwards Since the first quarter of 2018, the Company has utilized forward sale agreements to sell shares of common stock. Selling common stock through forward sale agreements enables the Company to set the price of such sha res upon pricing the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net p roc eeds by the Company. Given the Company’s frequent use of forward sale agreements, the Company considers the non - GAAP measure of Anticipated Net Proceeds from Outstanding Forwards to be a key supplemental measure of the Company's overall liquidity, capital structure and le verage. The Company defines Anticipated Net Proceeds from Outstanding Forwards as the number of shares outstanding under forward sale agr eem ents at the end of each quarter, multiplied by the applicable forward sale price for each agreement, respectively.

26 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Net Debt to Recurring EBITDA Reconciliation Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Net Income $20,781 $22,744 $21,370 $25,424 $21,416 $23,760 $30,278 $22,461 $36,830 $33,306 $36,289 $36,130 $39,577 Interest expense, net 8,352 9,730 9,670 8,479 10,158 11,791 11,653 12,549 13,066 13,111 13,931 15,512 17,149 Income tax expense 184 328 259 260 306 260 1,009 485 390 517 719 698 720 Depreciation of rental real estate assets 8,866 9,563 10,402 11,316 12,669 13,980 15,292 16,127 17,019 18,293 19,470 21,299 23,073 Amortization of lease intangibles - in - place leases and leasing costs 2,965 3,453 3,621 4,170 4,523 5,567 6,050 6,905 7,310 8,116 8,924 10,550 11,836 Non - real estate depreciation 66 89 109 121 135 144 147 156 159 156 167 101 248 Provision for impairment 0 0 0 1,128 2,868 141 0 0 0 1,919 1,015 0 0 (Gain) loss on sale of assets, net (2,597) (4,333) (1,645) (4,952) (970) (437) (3,062) (6,753) (3,470) (1,826) (2,285) 8 (2,885) EBITDAre $38,617 $41,574 $43,786 $45,947 $51,105 $55,206 $61,367 $51,930 $71,304 $73,592 $78,230 $84,298 $89,718 Run - Rate Impact of Investment, Disposition & Leasing Activity $2,782 $1,435 $1,160 $3,015 $5,093 $3,973 $4,175 $3,939 $3,491 $3,372 $4,654 $4,104 $4,217 Amortization of above (below) market lease intangibles, net 3,381 3,618 3,809 3,779 3,964 4,333 4,756 5,260 6,615 7,654 8,178 8,311 8,374 Other expense (income) 0 0 0 (23) 0 0 0 14,614 0 0 0 0 0 Recurring EBITDA $44,780 $46,627 $48,755 $52,717 $60,162 $63,512 $70,298 75,743 $81,410 $84,618 $91,062 $96,713 $102,309 Annualized Recurring EBITDA $179,120 $186,508 $195,020 $210,868 $240,648 $254,048 $281,192 302,972 $325,640 $338,472 $364,248 $386,852 $409,236 Total Debt $931,867 $876,115 $1,026,111 $783,878 $1,153,642 $1,225,433 $1,371,238 $1,543,040 $1,542,839 $1,702,635 $1,862,428 $1,954,467 $1,884,253 Cash, cash equivalents and cash held in escrows (10,802) (42,157) (92,140) (36,384) (16,230) (7,955) (7,369) (188,381) (102,808) (45,250) (25,766) (27,107) (251,514) Net Debt $921,065 $833,958 $933,971 $747,494 $1,137,412 $1,217,478 $1,363,869 $1,354,659 $1,440,031 $1,657,385 $1,836,662 $1,927,360 $1,632,738 Net Debt to Recurring EBITDA 5.1x 4.5x 4.8x 3.5x 4.7x 4.8x 4.9x 4.5x 4.4X 4.9X 5.0X 5.0x 4.0x Anticipated Net Proceeds from Outstanding Forwards $197,356 $144,676 $437,765 $411,062 $376,396 $203,211 $189,577 $258,749 $226,455 $519,183 $262,940 $475,768 $381,708 Proforma Net Debt 723,709 689,282 496,206 336,432 $761,016 $1,014,267 $1,174,291 $1,095,909 $1,213,576 $1,138,202 $1,573,722 $1,451,592 1,251,030 Proforma Net Debt to Recurring EBITDA 4.0x 3.7x 2.5x 1.6x 3.2x 4.0x 4.2x 3.6x 3.7X 3.4X 4.3X 3.8x 3.1x