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, 2023

☐ 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 001-12928

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>
32301 Woodward Avenue , Royal Oak , Michigan<br><br>(Address of principal executive offices)	48073<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.

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. ⌧

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

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 $6,195,174,672 as of June 30, 2023, based on the closing price of $65.39 on the New York Stock Exchange on that date.

At February 12, 2024, there were 100,519,355 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 2024 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 1C:	Cybersecurity	22
Item 2:	Properties	24
Item 3:	Legal Proceedings	28
Item 4:	Mine Safety Disclosures	28
PART II
Item 5:	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	28
Item 6:	[Reserved]	29
Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A:	Quantitative and Qualitative Disclosures about Market Risk	41
Item 8:	Financial Statements and Supplementary Data	42
Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	42
Item 9A:	Controls and Procedures	42
Item 9B:	Other Information	43
Item 9C:	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	43

PART III
Item 10:	Directors, Executive Officers and Corporate Governance	44
Item 11:	Executive Compensation	44
Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	44
Item 13:	Certain Relationships and Related Transactions, and Director Independence	44
Item 14:	Principal Accountant Fees and Services	44
PART IV
Item 15:	Exhibits and Financial Statement Schedules	45
	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 macroeconomic conditions, including inflation and the potential impacts of pandemics, epidemics or other public health emergencies or fear of such events 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 macroeconomic trends may impact the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence. 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 macroeconomic conditions. Additional factors which may cause actual results to differ materially from current expectations include, but are not limited to: 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 99.7% common interest as of December 31, 2023. 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, 2023, the Company’s portfolio consisted of 2,135 properties located in 49 states and totaling approximately 44.2 million square feet of Gross Leasable Area (“GLA”). The portfolio was approximately 99.8% leased and had a weighted average remaining lease term of approximately 8.4 years. A significant majority of the Company’s properties are leased to national tenants and approximately 69.1% of our 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 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, 2023, the Company had 72 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 32301 Woodward Avenue, Royal Oak MI 48073 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 2023, 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 2023, the Company completed approximately $1.28 billion of investments in net leased retail real estate. Total investment volume includes the acquisition of 282 properties for an aggregate purchase price of approximately $1.19 billion, and the completed development of 21 properties for an aggregate cost of approximately $86.2 million. These 303 properties are net leased to tenants operating in 27 sectors and are located in 40 states. These assets are 100% leased for a weighted average lease term of approximately 11.4 years. 2

Table of Contents During 2023, the Company sold six assets, including one former corporate headquarters office building, for net proceeds of $13.8 million.

Leasing

During 2023, excluding properties that were sold, the Company executed new leases, extensions or options on approximately 1,873,000 square feet of GLA throughout its portfolio. The annualized base contractual rent associated with these new leases, extensions or options is approximately $15.8 million.

Dividends

The Company increased its monthly dividend per common share from $0.24 to $0.243 in April 2023 and further increased the monthly dividend per common share to $0.247 in October 2023.

The December 2023 dividend per share of $0.247 represents an annualized dividend of $2.964 per share and an annualized dividend yield of approximately 4.7% based on the last reported sales price of our common stock listed on the NYSE of $62.95 on December 29, 2023.

The Company has routinely paid cash dividends to our common shareholders. Common cash dividends were paid quarterly for 107 consecutive quarters between 1994 and 2020 prior to moving to monthly common cash dividends in 2021. We have since paid 37 consecutive monthly dividends. 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 paid monthly cash dividends on its 4.25% Series A Cumulative Redeemable Preferred Stock.

Financing

Equity

In September 2022, the Company entered into a $750 million at-the-market (“ATM”) program (the “2022 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, 2023, the Company completed forward sale agreements under the 2022 ATM Program for 10,197,230 shares of common stock, for anticipated future net proceeds of $669.1 million, after deducting fees and expenses. The Company has settled 6,363,359 shares of these forward sale agreements as of December 31, 2023 for net proceeds of approximately $433.4 million, after deducting fees and expenses. The Company is required to settle the remaining forward agreements by January 2025.

The Company had approximately $75.8 million of availability remaining under the 2022 ATM Program as of December 31, 2023.

Debt

In July 2023, the Company closed on an unsecured $350 million 5.5-year term loan (the “2029 Unsecured Term Loan”) which includes an accordion option that allows the Company to request additional lender commitments up to a total of $500 million and matures in January 2029. Borrowings under the 2029 Unsecured Term Loan are priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings, plus a SOFR adjustment of 10 basis points. Based on the Company’s credit ratings at the time of closing, pricing on the 2029 Unsecured Term Loan was 95 basis points over SOFR. The Company used the existing $350 million of forward starting interest rate swaps to hedge the variable SOFR priced interest to a weighted average fixed rate of 3.57% until January 2029. 3

Table of Contents 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 avenues for growth: development, Developer Funding Platform (“DFP”) 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.

Developer Funding Platform: Our DFP, previously called Partner Capital Solutions, collaborates with developers or retailers on their in-process developments. We offer construction expertise and access to capital to facilitate the successful completion of their projects. We typically take fee simple ownership of DFP projects upon completion.

Acquisitions: Our acquisitions platform expands our investment capabilities by pursuing opportunities that meet both our real estate and return on investment criteria.

We believe that development and DFP 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,
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Table of Contents

size, market positioning, geographic footprint, management team, industry and/or sector-specific trends and other characteristics specific to the tenant and parent thereof;
●	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, 2023, 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 27.2%, and its ratio of total debt to total gross assets (before accumulated depreciation) was approximately 29.6%.

As of December 31, 2023, our total debt outstanding before deferred financing costs and original issue discount was $2.43 billion, including $44.9 million of secured mortgage debt that had a weighted average fixed interest rate of 3.78% and a weighted average maturity of 5.8 years, $2.16 billion of unsecured borrowings, which includes $350.0 million of unsecured term loans and $1.81 billion of unsecured notes, that had a weighted average fixed interest rate of 3.50% (including the effects of interest rate swap agreements) and a weighted average maturity of 6.5 years, and $227.0 million of floating rate borrowings under our revolving credit facility at a weighted average interest rate of approximately 6.27%.

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. 5

Table of Contents 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, 2023. 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.

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, 2023, 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, 2023, the Company had 72 full-time team members covering acquisitions, development, legal, asset management, accounting, finance, administrative, and executive functions as compared to 76 full-time team members as of December 31, 2022.

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

●	We All Do the Dishes - We are a team. We all roll up our sleeves and dig in, no matter the task.
●	Brick by Brick - We achieve results by making consistent, disciplined decisions.
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●	Greatness Requires Grit - We have a resilient mindset to achieve and exceed our goals.
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●	Punch Your Ticket - We push ourselves to be the best we can at our position and embrace the opportunities that new challenges present.

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 core 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.

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’ and team members’ 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. In addition, all team members are eligible to receive a portion of 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 team members and their families.

Environmental, Social and Governance (“ESG”)

As part of the Company’s commitment to continuously improving our understanding of and performance across material ESG topics, the Company engaged a third-party consultant since 2022 to help identify opportunities for improvement across our programs, policies, and disclosures to meet the expectations of our stakeholders. The Company executed an 7

Table of Contents ongoing sustainability and ESG strategy to enhance our oversight structure, risk management, policies, data collection, reporting, and stakeholder engagement. Additionally, the Company received Gold Level recognition from Green Lease Leaders.

Environmental Sustainability

We understand that environmental sustainability is an ongoing endeavor and embrace the responsibility to be a steward of the environment, use natural resources carefully, and work with our retail partners on shared sustainability initiatives. 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.

Our focus on industry-leading, national and super-regional retailers provides for long-term relationships with many environmentally conscientious retailers. 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.

In 2023, we engaged with our retail partners on shared sustainability initiatives at our properties, and executing green leases with various tenants, as well as systematically monitoring ESG policies for current and prospective tenants. We will continue working with our tenants and consultant to update our greenhouse gas emissions inventory.

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 of directors has 10 directors, eight of whom are independent, including the Company’s new independent director added in 2024. Six 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 of directors 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 three-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 8

Table of Contents 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 to its stockholders.

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 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

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

Changes in global or national economic conditions, such as the global economic and financial market downturn, rising tensions between China and Taiwan and the conflicts in Ukraine and in the Middle East, may cause or continue to cause, among other things, 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. For example, the current and continued macro-economic conditions of high inflation and increased interest rates have increased the costs associated with acquiring new properties and decreased the availability of financing on terms that we find acceptable, which has reduced our ability to acquire properties at our historical rate with attractive terms. 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. 9

Table of Contents 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 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 49 states throughout the United States and in particular, the state of Texas (where 143 properties out of 2,135 properties are located, or 7.2% of our annualized base rent was derived as of December 31, 2023), Florida (137 properties, or 6.1% of our annualized base rent), Illinois (124 properties, or 5.5% of our annualized base rent), North Carolina (127 properties, or 5.5% of our annualized base rent), and Ohio (133 properties, or 5.3% of our annualized 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, 2023, 9.6%, 8.7% and 8.6% of our annualized contractual base rent and interest were derived from tenants operating in the grocery store, home improvement, and tire and auto service sectors, respectively. Similarly, we have concentrations in other sectors such as dollar stores, convenience stores, and general merchandise. 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. 10

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

Our tenants encounter significant macroeconomic, governmental and competitive forces. Beginning in 2022, in an effort to combat inflation and restore price stability, the Federal Reserve significantly raised its benchmark federal funds rate, which led to increases in interest rates in the credit markets. The Federal Reserve may continue to raise the federal funds rate, which will likely lead to higher interest rates in the credit markets and the possibility of slowing economic growth and/or a recession. Additionally, U.S. government policies implemented to address inflation, including actions by the Federal Reserve to increase interest rates, could negatively impact consumer spending and adversely impact the broader economy. Adverse changes in consumer spending or consumer preferences for particular goods, services or store-based retailing could severely impact their ability 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 and/or damage our business relationships and our reputation. Furthermore, our business is subject to risks from and may be impacted by cybersecurity attacks or cyber intrusion, 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 11

Table of Contents 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. Further, while we carry cyber liability insurance, such insurance may not be adequate to cover all losses related to such events.

Our environmental, social and governance commitments could result in additional costs, and our inability to achieve them could have an adverse impact on our reputation and performance.

From time to time, we communicate our strategies, commitments and targets related to sustainability and other environmental, social and governance matters. These strategies, commitments and targets reflect our current plans and aspirations, and we may be unable to achieve them. We may from time to time incur additional expense to meet such targets. Any failure to meet these sustainability targets could adversely impact our business, financial condition and results of operations. In addition, standards and processes for measuring and reporting carbon emissions and other sustainability metrics may change over time, and may result in inconsistent data, or could result in significant revisions to our strategies, commitments and targets, or our ability to achieve them. Any scrutiny of our sustainability disclosures or our failure to achieve related strategies, commitments and targets could negatively impact our reputation or performance.

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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●	Property damage or casualty loss;
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●	Impacts of climate change;
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●	The potential risk of functional obsolescence of properties over time;
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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 12

Table of Contents 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.

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 13

Table of Contents 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. Inflation, changes in building codes and ordinances, environmental considerations and other factors might also keep us from using insurance proceeds to replace or renovate an affected property after it has been damaged or destroyed. Under those circumstances, the insurance proceeds we receive might be inadequate to restore our economic position on the damaged or destroyed 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.

It has generally become more difficult and expensive to obtain property insurance, including coverage for terrorism. When our current insurance policies expire, we may encounter difficulty in obtaining or renewing property insurance on our properties at the same levels of coverage and under similar terms. Such insurance may be more limited and for some catastrophic risks (for example, earthquake, flood and terrorism) may not be generally available at current levels. Even if we are able to renew our policies or to obtain new policies at levels and with limitations consistent with our current policies, we cannot be sure that we will be able to obtain such insurance at premium rates that are commercially reasonable.

If we were unable to obtain adequate insurance on our properties for certain risks, it could cause us to be in default under specific covenants on certain of our indebtedness or other contractual commitments that require us to maintain adequate insurance to protect against the risk of loss. If this were to occur, or if we were unable to obtain adequate insurance and our properties experience damage which would otherwise have been covered by insurance, it could materially and adversely affect our financial condition and the operations of our properties.

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, 2023, our ratio of total debt to enterprise value (assuming conversion of Operating Partnership Common Units into shares of common stock) was approximately 27.2%. 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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Table of Contents 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.

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. For example, the increase in interest rates has led to an increase in our cost of capital, resulting in requiring acquisition opportunities to have higher investment yields to achieve our investment goals and objectives. 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. 15

Table of Contents 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.

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. 16

Table of Contents 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 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.
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“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

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“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.

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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. 17

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 18

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. 19

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. 20

Table of Contents General Risks

Loss of our key personnel could materially impair our ability to operate successfully.

Our continued success and our ability to manage anticipated future growth depend, in large part, upon the efforts of key personnel. The loss of services of one or more members of our senior management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and our relationships with lenders, business partners, existing and prospective tenants and industry personnel, which could materially and adversely affect us.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report financial results, which could result in a loss of investor confidence and adversely affect the market price of our common stock.

We are required to establish and maintain internal control over financial reporting and disclosure controls and procedures. 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 in accordance with generally accepted accounting principles. Disclosure controls and procedures are processes designed to ensure that information required to be disclosed is communicated to management and reported in a timely manner. We cannot be certain that we will be successful in continuing to maintain adequate control over our financial reporting and disclosure controls and procedures. Deficiencies, including any material weakness, in our internal control over financial reporting that may occur could result in misstatements or restatements of our financial statements or a decline in the price of our securities. In addition, as our business continues to grow, and as we continue to make significant acquisitions, our internal controls will become more complex and may require significantly more resources to ensure that our disclosure controls and procedures remain effective. Moreover, the existence of any material weakness or significant deficiency in our internal controls and procedures may require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. If we cannot provide reliable financial reports, our reputation and operating results could be materially adversely affected, which could also cause investors to lose confidence in our reported financial information, which in turn could result in a reduction in the trading price of our common stock.

The market price and trading volume of shares of our common stock may fluctuate or decline.

The market price and trading volume of our common stock may fluctuate widely due to various factors, including:

●	Broad market fluctuations;
●	Market reaction to any additional indebtedness we incur or debt or equity securities we or the Operating Partnership issue in the future;
---	---
●	Additions or departures of key management personnel;
---	---
●	Changes in our credit ratings;
---	---
●	The financial condition, performance and prospects of our tenants;
---	---
●	Changes in market interest rates; and
---	---
●	The realization of any of the other risk factors presented in this Annual Report on Form 10-K.
---	---

Many of the factors listed above are beyond our control. Those factors may cause the market price of our common stock to decline significantly, regardless of our financial condition, results of operations and prospects. It is impossible to provide any assurance that the market price of our common stock will not fall in the future, and it may be difficult for holders to resell shares of our common stock at prices they find attractive, or at all.

An epidemic or pandemic (such as the outbreak and worldwide spread of COVID-19), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, may precipitate or materially exacerbate one or more of the other risks, and may significantly disrupt our tenants’ ability to operate their businesses and/or pay rent to us or prevent us from operating our business in the ordinary course for an extended period.

Table of Contents An epidemic or pandemic could have a material and adverse effect on or cause disruption to our business or financial condition, results of operations, cash flows and the market value and trading price of our securities 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;
●	Reduced economic activity could severely impact 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;
---	---
●	Reduced economic activity could result in a prolonged recession, which could negatively impact consumer discretionary spending;
---	---
●	Difficulty accessing debt and equity capital on attractive terms, or at all, potential 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;
---	---
●	Negative impacts to our future compliance with financial covenants of our Revolving Credit Facility and other debt agreements could result in a default and potentially an 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;
---	---
●	A decline in business activity and demand for real estate transactions could adversely affect our ability or desire to grow our portfolio of properties;
---	---
●	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
---	---
●	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.
---	---

The extent to a future pandemic impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence.

A future pandemic precludes any prediction as to the full adverse impacts on our business. Nevertheless, a future pandemic presents a material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance.

Item 1B: Unresolved Staff Comments

There are no unresolved staff comments.

Item 1C. Cybersecurity

Risk Management and Strategy

Managing Material Risks & Integrated Risk Management

We have a comprehensive and systematic cybersecurity risk assessment program, which covers the identification, analysis, evaluation, and management of cybersecurity risks. The program follows a risk-based approach, which prioritizes the cybersecurity risks according to their likelihood and impact and allocates the appropriate resources and actions to mitigate these risks and leverages the National Institute of Standards and Technology (NIST) framework. 22

Table of Contents The program is cross-functional involving the participation and input of internal stakeholders, third-party consultants and board oversight. The program is reviewed and updated on a monthly basis, or whenever there is a significant change in our environment, operations, or objectives.

Engagement and Oversight of Third-parties

We have contracted a reputable, global third-party external Security Operations Center (“SOC”) to ensure that cybersecurity processes, tools, and monitoring are operating continuously. The SOC service provides a holistic view of our security landscape using a cloud-native Security Incident & Event Management platform, removing security siloes to gain actionable insights and providing continuous 24/7 detect and response services, as well as proactively identifying threats to prevent security disruptions.

We engage the SOC on a regular basis to conduct external audits and assessments of our cybersecurity posture and performance. The SOC provides independent and objective feedback and recommendations on how to improve our cybersecurity strategy, policies, processes, and controls. The SOC also assists the Company in identifying and prioritizing the most critical and emerging cybersecurity risks and threats, and to align our cybersecurity initiatives with the best practices and standards in the industry.

We also have a robust and rigorous oversight process for managing cybersecurity risks related to our third-party service providers. The process includes,

●	conducting due diligence and background checks on the potential service providers,
●	verifying their cybersecurity credentials, capabilities, and track record,
---	---
●	establishing clear and specific contractual terms and conditions regarding the Company’s cybersecurity expectations, obligations, and the responsibilities of the service providers, and
---	---
●	monitoring and auditing the service providers’ performance, compliance, reporting and escalation procedures for any cybersecurity issues or incidents identified.
---	---

Risks from Cybersecurity Threats

While we face a variety of cybersecurity risks, such as phishing attempts, ransomware attacks, and unauthorized access attempts, such risks have not materially affected us to date, including our business strategy, results of operations or financial condition. For more information about the cybersecurity risks we face, see “Item 1A – Risk Factors - We face risks relating to information technology and cybersecurity attacks, loss of confidential information and other business disruptions.”

Governance

Board of Directors’ Oversight

Our board of directors takes an active and informed role in our risk management policies and strategies. Our executive officers, which are responsible for our day-to-day risk management practices, present to the board of directors on the material risks to our Company, including risks related to information technology and cybersecurity.

The audit committee has formal oversight responsibility for cybersecurity and is responsible for reviewing the Company’s policies and procedures with respect to cybersecurity risk assessment and risk management. As part of the board of directors and audit committee’s oversight, the Chief Information Officer (“CIO”) provides quarterly updates to the audit committee with respect to cybersecurity incidents, mitigation, and management. 23

Table of Contents Management’s Role Managing Risk

Our CIO is responsible for developing and overseeing matters related to cybersecurity and serves as the Company’s Chief Information Security Officer. The CIO reports directly to the Chief Operating Officer, who is accountable for the overall information technology and security strategy and governance of the Company.

We have a comprehensive and continuous cybersecurity training program for our employees, which aims to raise their awareness and knowledge of cybersecurity threats and challenges, and to enhance their skills and competencies in preventing and responding to the cybersecurity incidents. The program covers the Company’s cybersecurity policies, guidelines, cybersecurity best practice guidelines, cybersecurity scenarios and simulations.

In connection with improving the management of cybersecurity risk, the Company has:

●	audited our systems with the help of information security consultants;
●	completed ransomware simulations and enhanced our Disaster Recovery and Business Continuity Plan to reflect lessons learned;
---	---
●	conducted recovery simulation of our proprietary database to determine restoration timing;
---	---
●	conducted penetration testing and remediated all issues identified; and
---	---
●	enhanced e-mail filtering software to limit the possibility of phishing or ransomware attacks.
---	---

Monitor Cybersecurity Incidents

We have a well-defined and tested cybersecurity incident response plan, which outlines the roles and responsibilities, procedures and protocols, tools and resources, and communication and escalation channels that will be activated and implemented in the event of a cybersecurity incident. The plan aims to detect and contain the incident, analyze and assess its nature, scope, and severity, and restore and resume the normal operations and functions of the Company.

Item 2: Properties

As of December 31, 2023, the Company’s portfolio consisted of 2,135 properties located in 49 states and totaling approximately 44.2 million square feet of GLA.

As of December 31, 2023, the Company’s portfolio was approximately 99.8% leased and had a weighted average remaining lease term of approximately 8.4 years. A significant majority of the Company’s properties are leased to national tenants and approximately 69.1% of our 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 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. 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. 24

Table of Contents 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, 2023:


( in thousands)
	Annualized			% of Ann.	****
Tenant / Concept	Base Rent (1)			Base Rent	****
Walmart	$	33,864		6.1	%
Tractor Supply		28,155		5.1	%
Dollar General		26,831		4.8	%
Best Buy		19,515		3.5	%
CVS		17,310		3.1	%
TJX Companies		17,008		3.1	%
Dollar Tree		16,987		3.1	%
Kroger		16,315		2.9	%
O'Reilly Auto Parts		16,107		2.9	%
Hobby Lobby		14,637		2.6	%
Lowe's		14,025		2.5	%
Burlington		13,770		2.5	%
7-Eleven		12,431		2.2	%
Sunbelt Rentals		12,374		2.2	%
Gerber Collision		11,880		2.1	%
Sherwin-Williams		11,423		2.1	%
Wawa		10,185		1.8	%
Home Depot		8,880		1.6	%
BJ's Wholesale Club		8,713		1.6	%
Other(2)		245,955		44.2	%
Total	$	556,365	****	100.0	%

All values are in US Dollars.

(1)	Represents annualized contractual base rent on a straight-line basis as of December 31, 2023.
(2)	Includes tenants generating less than 1.5% of annualized contractual base rent.
---	---

Table of Contents Tenant Sector Diversification

The following table presents annualized base rents for all sectors as of December 31, 2023:


( in thousands)
	Annualized			% of Ann.	****
Tenant Sector	Base Rent (1)			Base Rent	****
Grocery Stores	$	53,240		9.6	%
Home Improvement		48,147		8.7	%
Tire and Auto Service		47,661		8.6	%
Convenience Stores		46,135		8.3	%
Dollar Stores		42,310		7.6	%
Off-Price Retail		34,920		6.3	%
General Merchandise		32,331		5.8	%
Auto Parts		31,636		5.7	%
Farm and Rural Supply		29,883		5.4	%
Pharmacy		23,701		4.3	%
Consumer Electronics		21,730		3.9	%
Crafts and Novelties		16,915		2.9	%
Discount Stores		14,399		2.6	%
Warehouse Clubs		13,699		2.5	%
Equipment Rental		12,700		2.3	%
Health Services		11,085		2.0	%
Dealerships		10,276		1.7	%
Restaurants - Quick Service		9,215		1.7	%
Health and Fitness		8,660		1.6	%
Specialty Retail		6,620		1.2	%
Sporting Goods		6,208		1.1	%
Financial Services		6,030		1.1	%
Restaurants - Casual Dining		5,594		1.0	%
Home Furnishings		4,001		0.7	%
Theaters		3,854		0.7	%
Pet Supplies		3,430		0.6	%
Beauty and Cosmetics		3,233		0.6	%
Shoes		2,875		0.5	%
Entertainment Retail		2,323		0.4	%
Apparel		1,531		0.3	%
Miscellaneous		1,239		0.2	%
Office Supplies		784		0.1	%
Total	$	556,365	****	100.0	%

All values are in US Dollars.

(1)	Represents annualized contractual base rent on a straight-line basis as of December 31, 2023.

Table of Contents Geographic Diversification

The following table presents annualized base rents, by state, for our portfolio as of December 31, 2023:


( in thousands)
	Annualized			% of Ann.	****
Tenant Sector	Base Rent (1)			Base Rent	****
Texas	$	40,096		7.2	%
Florida		33,844		6.1	%
Illinois		30,816		5.5	%
North Carolina		30,778		5.5	%
Ohio		29,341		5.3	%
Michigan		27,810		5.0	%
Pennsylvania		26,126		4.7	%
New Jersey		23,122		4.2	%
California		22,191		4.0	%
New York		21,193		3.8	%
Georgia		20,564		3.7	%
Wisconsin		15,719		2.8	%
Virginia		15,270		2.7	%
Missouri		14,908		2.7	%
Louisiana		14,033		2.5	%
Kansas		13,661		2.5	%
Connecticut		12,762		2.3	%
South Carolina		12,443		2.2	%
Mississippi		12,379		2.2	%
Minnesota		11,596		2.1	%
Massachusetts		11,274		2.0	%
Tennessee		10,308		1.9	%
Oklahoma		9,419		1.7	%
Alabama		9,308		1.7	%
Kentucky		8,448		1.5	%
Indiana		8,437		1.5	%
Maryland		8,367		1.5	%
Other(2)		62,152		11.2	%
Total	$	556,365	****	100.0	%

All values are in US Dollars.

(1)	Represents annualized contractual base rent on a straight-line basis as of December 31, 2023.
(2)	Includes states generating less than 1.5% of annualized contractual base rent.
---	---

Table of Contents

Lease Expirations

The following table presents contractual lease expirations within the Company’s portfolio as of December 31, 2023, 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	****
2024		28	$	6,106		1.1	%	722		1.6	%
2025		73		17,153		3.1	%	1,684		3.8	%
2026		120		26,874		4.8	%	2,769		6.3	%
2027		155		34,038		6.1	%	3,119		7.1	%
2028		175		45,925		8.3	%	4,155		9.5	%
2029		182		55,189		9.9	%	5,379		12.2	%
2030		265		55,218		9.9	%	4,240		9.7	%
2031		180		42,434		7.6	%	3,119		7.1	%
2032		232		48,165		8.7	%	3,559		8.1	%
2033		193		45,005		8.1	%	3,485		7.9	%
Thereafter		706		180,258		32.4	%	11,691		26.7	%
Total	****	2,309	$	556,365	****	100.0	%	43,922	****	100.0	%
(1)	Represents annualized contractual base rent on a straight-line basis as of December 31, 2023.
---	---

Developments

During the year ended December 31, 2023, the Company had 37 development or Developer Funding Platform projects completed or under construction, for which 16 remained under construction as of December 31, 2023. Anticipated total costs for the 16 projects are approximately $63.7 million.

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

Market Information and Dividend Policy

The Company’s common stock is traded on the NYSE under the symbol “ADC.” At February 12, 2024, there were 100,519,355 shares of our common stock issued and outstanding which were held by approximately 159 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 12, 2024 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 28

Table of Contents of common stock on a one-for-one basis.

The Company intends to continue to declare regular dividends. 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. The Company has historically paid cash dividends, although we may choose to pay a portion in stock dividends in the future. To qualify as a REIT, distributions of at least 90% of our REIT taxable income prior to net capital gains must be made to our stockholders, as well as meet certain other requirements. The distributions must be paid 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. Generally, 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, however such distributions may be treated for REIT tax purposes as a distribution in the year in which they are paid if REIT distribution requirements have been met through earlier distributions. 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.

Purchases of Equity Securities by the Issuer

Common stock repurchases during the three months ended December 31, 2023 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, 2023 - October 31, 2023	—	$	-	—	—
November 1, 2023 - November 30, 2023	106		56.96	—	—
December 1, 2023 - December 31, 2023	5		60.98	—	—
Total	111	$	57.15	—	—

During the three months ended December 31, 2023, the Company withheld 111 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.

Recent Sales of Unregistered Securities

There were no unregistered sales of equity securities during the year ended December 31, 2023.

Equity Compensation Plans

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 29

Table of Contents 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, 2022 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, 2022 and December 31, 2021.

Overview

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 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 a 99.7% common interest as of December 31, 2023. 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, 2023, the Company’s portfolio consisted of 2,135 properties located in 49 states and totaling approximately 44.2 million square feet of GLA. The portfolio was approximately 99.8% leased and had a weighted average remaining lease term of approximately 8.4 years. A significant majority of the Company’s properties are leased to national tenants and approximately 69.1% of our 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. 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.

Results of Operations

Overall

The Company’s real estate investment portfolio grew from approximately $5.74 billion in net investment amount representing 1,839 properties with 38.1 million square feet of gross leasable space as of December 31, 2022 to approximately $6.74 billion in net investment amount representing 2,135 properties with 44.2 million square feet of gross leasable space at December 31, 2023. The Company’s real estate investments were made throughout and between 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 2023 on acquisitions that were made during 2022. Similarly, the full rental income impact of acquisitions made during 2023 will not be seen until 2024.

Acquisitions

During the year ended December 31, 2023, the Company acquired 282 retail net lease assets for approximately $1.20 billion, which includes acquisition and closing costs. These properties are located in 40 states and are leased to tenants operating in 26 diverse retail sectors for a weighted average lease term of approximately 11.3 years. The underwritten weighted-average capitalization rate on the acquisitions was 6.9%.^1^

Dispositions

During the year ended December 31, 2023, the Company sold six assets, including one former corporate headquarters office building, for net proceeds of $13.8 million. The weighted-average capitalization rate on the dispositions was 6.1%.^1^

^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 for occupied properties. 30

Table of Contents Development and Developer Funding Platform

During the year ended December 31, 2023, the Company commenced 13 development and Developer Funding Platform projects. At December 31, 2023 the Company had 16 development or Developer Funding Platform projects under construction.

Comparison of Year Ended December 31, 2023 to Year Ended December 31, 2022


	Year Ended				Variance
	December 31, 2023		December 31, 2022		(in dollars)		(percentage)
Rental Income	$	537,403	$	429,632	$	107,771	25	%
Real Estate Tax Expense	$	40,092	$	32,079	$	8,013	25	%
Property Operating Expense	$	24,961	$	18,585	$	6,376	34	%
Depreciation and Amortization Expense	$	176,277	$	133,570	$	42,707	32	%

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, 2023 compared to the year ended December 31, 2022, as further described under Results of Operations - Overall above.

General and administrative expenses increased $4.7 million, or 15%, to $34.8 million for the year ended December 31, 2023, compared to $30.1 million for the year ended December 31, 2022. The increase was primarily the result of increased compensation costs due to inflationary increases and higher stock based compensation expense as a result of changing the vesting period for awards granted in 2023. General and administrative expenses as a percentage of total revenue decreased to 6.5% for the year ended December 31, 2023 from 7.0% for the year ended December 31, 2022.

Interest expense increased $17.7 million, or 28%, to $81.1 million for the year ended December 31, 2023, compared to $63.4 million for the year ended December 31, 2022. The increase in interest expense was primarily a result of higher levels of borrowings in 2023 in comparison to 2022 in order to finance the acquisition and development of additional properties, as well as higher interest rates under the Revolving Credit Facility. Borrowings increased due to the $350 million 2029 Unsecured Term Loan that closed in July 2023 and the issuance of the $300 million 2032 Senior Unsecured Public Notes in August 2022. These borrowings resulted in increases in interest expense during the year ended December 31, 2023 of $6.7 million related to the 2029 Unsecured Term Loan, $7.1 million related to the 2032 Senior Unsecured Public Notes, and $0.5 million related to the amortization of deferred financing fees. In addition, borrowing levels and interest rates on the Revolving Credit Facility during the year ended December 31, 2023 were higher than the comparative period in 2022 resulting in an increase in interest expense of $4.4 million. These increases in interest expense during 2023 were partially offset by an increase of $0.7 million of capitalized interest during the year ended December 31, 2023 as compared to the same period in 2022 due to the increased level of activity in development and Development Funding Platform projects during 2023 as well as a decrease of $0.5 million of interest expense related to mortgages driven by the repayment of mortgage principal during 2023 and 2022. (see Liquidity and Capital Resources – Debt below).

Gain on sale of assets decreased $3.5 million to $1.8 million for the year ended December 31, 2023, compared to $5.3 million for the year ended December 31, 2022. Six properties were sold during the year ended December 31, 2023 while seven properties were sold during the year ended December 31, 2022. 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.

Provision for impairment increased $6.2 million to $7.2 million for the year ended December 31, 2023, compared to $1.0 million for the year ended December 31, 2022. Provisions for impairment are recorded when events or changes in circumstances indicate that the carrying amount may not be recoverable through operations plus estimated disposition proceeds and are not necessarily comparable period-to-period.

Net income increased $17.5 million, or 11%, to $170.5 million for the year ended December 31, 2023, compared to $153.0 million for the year ended December 31, 2022. The change was the result of the growth in the portfolio partially offset by 31

Table of Contents the items discussed above. After allocation of income to non-controlling interest and preferred stockholders, net income attributable to common stockholders increased $17.5 million, or 12% to $162.5 million for the year ended December 31, 2023, compared to $145.0 million for the year ended December 31, 2022.

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.

In September 2023, the Company repaid a $4.6 million, 5.01% per annum, interest only mortgage note at maturity.

In July 2023, the Company closed on an unsecured $350 million 5.5-year term loan (the “2029 Unsecured Term Loan”) which includes an accordion option that allows the Company to request additional lender commitments up to a total of $500 million and matures in January 2029. Borrowings under the Term Loan are priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings, plus a SOFR adjustment of 10 basis points. Based on the Company’s credit ratings at the time of closing, pricing on the 2029 Unsecured Term Loan was 95 basis points over SOFR. The Company used the existing $350 million of forward starting interest rate swaps to hedge the variable SOFR priced interest to a weighted average fixed rate of 3.57% until January 2029.

The Company expects to meet its short-term liquidity requirements through cash and cash equivalents held as of December 31, 2023, cash provided from operations, and borrowings under its revolving credit facility. As of December 31, 2023, available cash and cash equivalents, including cash held in escrow, was $14.5 million.

As of December 31, 2023, the Company had $227.0 million outstanding on its revolving credit facility and $773.0 million 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, and the issuance of debt and common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity.

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, including, but not limited to the risks detailed in Part I, Item 1A, “Risk Factors.”

Capitalization

As of December 31, 2023, the Company’s total enterprise value was approximately $8.94 billion. Total enterprise value consisted of $6.35 billion of common equity (based on the December 31, 2023 closing price of Company common stock on the NYSE of $62.95 per common share and assuming the conversion of Operating Partnership Common Units), $175.0 million of preferred equity (stated at liquidation value), and $2.43 billion of total debt including (i) $227.0 million of borrowings under its revolving credit facility; (ii) $1.81 billion of senior unsecured notes; (iii) $350.0 million of unsecured term loans (iv) $44.9 million of mortgage notes payable; less $14.5 million cash, cash equivalents and cash held in escrow. The Company’s total debt to total enterprise value was 27.2% at December 31, 2023.

At December 31, 2023, the non-controlling interest in the Operating Partnership consisted of a 0.3% 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 100,866,974 shares of common stock outstanding at December 31, 2023. 32

Table of Contents Equity

Shelf Registration

The Company has filed with the SEC an automatic shelf registration statement on Form S-3ASR, registering an unspecified amount of common stock, preferred stock, depositary shares, warrants of the Company 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 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 an additional 750,000 shares, in connection with forward sale agreements. During 2022, the Company settled all of the December 2021 forward sale agreements. The offering resulted in net proceeds to the Company of approximately $368.7 million after deducting fees and expenses and making certain other adjustments.

In May 2022, 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 750,000 shares in connection with forward sale agreements. The Company settled all of the May 2022 forward sales agreements in 2022 which resulted in net proceeds to the Company of approximately $386.7 million, after deducting fees and expenses and making certain other adjustments.

In October 2022, 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 750,000 shares, in connection with forward sale agreements. During 2022, the Company settled 1,600,000 shares of common stock under the forward sale agreements, realizing net proceeds of $106.2 million. During 2023, the Company settled the remaining 4,150,000 shares of these October 2022 forward sale agreements, realizing net proceeds of $275.0 million. The offering resulted in total net proceeds to the Company of $381.2 million after deducting fees and expenses and making certain adjustments.

Preferred Stock Offering

As of December 31, 2023, the Company had 7,000,000 depositary shares (the “Depositary Shares”) outstanding, each representing 1/1,000th of a share of Series A Preferred Stock.

Dividends on the Series A Preferred Shares are 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. Dividends on the Series A Preferred Shares are 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. 33

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 are shown in the following table.


		Program Size		Net Proceeds Received
Program Year		($ million)	Shares Issued	($ million)
2020	*	$400.0	3,334,056	$209.5
2021	*	$500.0	5,453,975	$379.1
2022		$750.0	10,197,230	$669.1

* ATM Programs have been terminated and no future issuance will occur under them.

In September 2022, the Company entered into a $750 million ATM program (the “2022 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, 2023, the Company entered into forward sale agreements to sell an aggregate of 10,197,230 shares of common stock under the 2022 ATM Program, for anticipated net proceeds of $669.1 million. The Company has settled 6,363,359 shares of these forward sale agreements as of December 31, 2023 for net proceeds of approximately $433.4 million after deducting fees and expenses. The Company is required to settle the remaining outstanding shares of common stock under the 2022 ATM Program by January 2025. The Company had approximately $75.8 million of availability remaining under this program as of December 31, 2023.

Debt

The below table summarizes the Company’s outstanding debt as of December 31, 2023 and December 31, 2022 (presented in thousands):


		All-in		Coupon				Principal Amount Outstanding
	****	Interest Rate	****	Rate		Maturity	****	December 31, 2023		****	December 31, 2022
Senior Unsecured Revolving Credit Facility
Revolving Credit Facility ^(1)^		6.27	%			January 2026		$	227,000		$	100,000
Total Credit Facility								$	227,000		$	100,000

Unsecured Term Loan
2029 Unsecured Term Loan ^(2)^		4.52	%			January 2029		$	350,000		$	—
Total Unsecured Term Loan								$	350,000		$	—

Senior Unsecured Notes ^(3)^
2025 Senior Unsecured Notes		4.16	%	4.16	%	May 2025		$	50,000		$	50,000
2027 Senior Unsecured Notes		4.26	%	4.26	%	May 2027			50,000			50,000
2028 Senior Unsecured Public Notes ^(4)^		2.11	%	2.00	%	June 2028			350,000			350,000
2028 Senior Unsecured Notes		4.42	%	4.42	%	July 2028			60,000			60,000
2029 Senior Unsecured Notes		4.19	%	4.19	%	September 2029			100,000			100,000
2030 Senior Unsecured Notes		4.32	%	4.32	%	September 2030			125,000			125,000
2030 Senior Unsecured Public Notes ^(4)^		3.49	%	2.90	%	October 2030			350,000			350,000
2031 Senior Unsecured Notes		4.42	%	4.47	%	October 2031			125,000			125,000
2032 Senior Unsecured Public Notes ^(4)^		3.96	%	4.80	%	October 2032			300,000			300,000
2033 Senior Unsecured Public Notes ^(4)^		2.13	%	2.60	%	June 2033			300,000			300,000
Total Senior Unsecured Notes								$	1,810,000		$	1,810,000

Mortgage Notes Payable
Single Asset Mortgage Loan		5.01	%			September 2023			—			4,622
Portfolio Credit Tenant Lease		6.27	%			July 2026			2,618			3,523
Four Asset Mortgage Loan		3.63	%			December 2029			42,250			42,250
Total Mortgage Notes Payable								$	44,868		$	50,395

Total Principal Amount Outstanding								$	2,431,868		$	1,960,395

Table of Contents (1) The interest rate of the Revolving Credit Facility assumes SOFR as of December 31, 2023 of 5.39%.

(2) The interest rate of the Unsecured Term Loan reflects the spread of 95 basis points plus the impact of the interest rate swaps which convert $350 million of SOFR based interest to a fixed interest rate of 3.57%.

(3) All-in interest rate for Senior Unsecured Notes reflects the straight-line amortization of the terminated swap agreements, as applicable.

(4) The principal amounts outstanding are presented excluding their original issue discounts.

Senior Unsecured Revolving Credit Facility

The Company’s First Amendment to the Third Amended and Restated Revolving Credit Agreement provides for a $1.0 billion Revolving Credit Facility and converted the interest rate on the existing $1.0 billion Revolving Credit Facility from a spread over LIBOR to a spread over SOFR plus a SOFR adjustment of 10 basis points. 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 SOFR, determined by the Company's credit ratings and leverage ratio, plus a SOFR adjustment of 10 basis points. 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 87.5 basis points over SOFR. In connection with the Company's ongoing environmental, social and governance ("ESG") initiatives, pricing on the Revolving Credit Facility will decrease 1 basis point beginning in January 2024 due to improvements in the Company’s ESG rating score during 2023. Pricing may further be reduced if additional specific ESG rating improvements are achieved.

The Company and Richard Agree, the Executive Chairman of the Company, were parties to a Reimbursement Agreement dated November 18, 2014 (the “Reimbursement Agreement”). Pursuant to the Reimbursement Agreement, Mr. Agree had 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. The parties terminated the Reimbursement Agreement and entered into a new reimbursement agreement dated October 3, 2023 (the “New Reimbursement Agreement”). Pursuant to the New Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for his proportionate share of loss incurred under the Revolving Credit Facility in an amount to be determined by facts and circumstances at the time of loss.

Unsecured Term Loan

On July 31, 2023, the Company closed on the 2029 Unsecured Term Loan, an unsecured $350 million 5.5-year term loan which includes an accordion option that allows the Company to request additional lender commitments up to a total of $500 million and matures in January 2029. Borrowings under the 2029 Unsecured Term Loan are priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings, plus a SOFR adjustment of 10 basis points. The Company used the existing $350 million of forward starting interest rate swaps to hedge the variable SOFR priced interest to a weighted average fixed rate of 3.57% until January 2029.

Senior Unsecured Notes – Private Placement

The Senior Unsecured Notes (collectively the “Private Placements”) were issued in private placements to individual investors. The Private Placements did not involve a public offering in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.

Senior Unsecured Notes – Public Offerings

Table of Contents unsecured obligations of the guarantors, rank equally in right of payment with all other existing and future senior unsecured indebtedness and are effectively subordinated to all secured indebtedness of the Operating Partnership and each guarantor (to the extent of the value of the collateral securing such indebtedness) of the guarantors.

The Public Notes are governed by an Indenture, dated August 17, 2020, among the Operating Partnership, the Company and respective trustee (as amended and supplemented by an officer’s certificate dated at the issuance of each of the Public Notes, 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.

Mortgage Notes Payable

As of December 31, 2023, the Company had total gross mortgage indebtedness of $44.9 million which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $79.3 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.78% as of December 31, 2023.

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, 2023, 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, 2023.

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, 2023 increased by $29.5 million over 2022, primarily due to the increase in the size of the Company’s real estate investment portfolio, partially offset by normal course changes in working capital as well as the proceeds received in connection with the settlement of interest rate swaps during 2022. No such settlements were completed in 2023.

Investing - Net cash used in investing activities was $341.0 million lower during the year ended December 31, 2023, compared to 2022 primarily due to:

●	Cash used for property acquisitions decreased $372.5 million due to the overall decrease in the level of acquisition activity; and
●	Proceeds from asset sales decreased by $31.1 million. Proceeds from asset sales are dependent on levels of disposition activity and the specific assets sold and are not necessarily comparable period-to-period.
---	---

Financing - Net cash provided by financing activities decreased by $368.5 million during the year ended December 31, 2023, compared to 2022 primarily due to:

●	Net proceeds from the issuance of common stock decreased by $567.9 million;

Table of Contents

●	Net borrowings under the Revolving Credit Facility increased by $187.0 million. During 2023, the Company borrowed a net of $127.0 million under the Revolving Credit Facility while net repayments of $60.0 million were completed in 2022;
●	Total dividends and distributions paid to the Company’s common and preferred stockholders and non-controlling interest increased by $57.4 million to $286.1 million in 2023 as compared to $228.7 million in 2022 due to the increase in the annualized common dividend rate and increased number of common shares outstanding. The Company’s annualized common stock dividend declared during the fourth quarter of 2023 of $2.964 per common share, represents a 2.9% increase over the annualized dividend amount of $2.880 per common share declared in December 2022;
---	---
●	Net proceeds from unsecured borrowings increased by $52.5 million. During the year ended December 31, 2023, $350 million of proceeds were received as a result of the issuance of the 2029 Unsecured Term Loan while $297.5 million of proceeds were received during the year ended December 31, 2022 from the issuance of the 2032 Senior Unsecured Public Notes; and
---	---
●	Payments of mortgage notes payable decreased $19.0 million driven by the principal repayment on interest only mortgage notes payable. During 2023, the Company repaid a $4.6 million, 5.01% per annum, interest only mortgage note as compared to the repayment of a $23.6 million, 3.60% per annum, interest only mortgage note during 2022.
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Material Cash Requirements

In conducting our business, the Company enters into contractual obligations, including those for debt and operating leases for land.



		2024		****	2025		****	2026		****	2027		****	2028		****	Thereafter		****	Total
Mortgage Notes Payable		$	963		$	1,026		$	629		$	—		$	—		$	42,250		$	44,868
Revolving Credit Facility ^(1)^			—			—			227,000			—			—			—			227,000
Unsecured Term Loan			—			—			—			—			—			350,000			350,000
Senior Unsecured Notes			—			50,000			—			50,000			410,000			1,300,000			1,810,000
Land Lease Obligations			7,449			1,197			1,195			1,042			1,013			27,796			39,692
Estimated Interest Payments on Outstanding Debt ^(2)^			99,497			98,217			83,652			81,812			75,811			136,285			575,274
Total		$	107,909		$	150,440		$	312,476		$	132,854		$	486,824		$	1,856,331		$	3,046,834
(1)	The Revolving Credit Facility matures in January 2026, with options to extend the maturity date by six months up to two times, for a maximum maturity of January 2027.
---	---
(2)	Estimated interest payments calculated for (i) variable rate debt based on the rate in effect at period-end and (ii) fixed rate debt based on the coupon interest rate.
---	---

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

During the year ended December 31, 2023 the Company had 37 development or Developer Funding Platform projects completed or under construction, for which 16 remain under construction as of December 31, 2023. Anticipated total costs for the 16 projects are approximately $63.7 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.

Table of Contents Dividends

During the fourth quarter of 2023 the Company declared monthly dividends of $0.247 per common share for October, November, and December 2023. 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 recorded as a liability on the Consolidated Balance Sheet at December 31, 2023 and were paid on January 16, 2024.

During the fourth quarter of 2023, the Company declared monthly dividends on the Series A Preferred Shares for October, November, and December 2023 in the amount of $0.08854 per Depositary Share. The dividends payable for October and November were paid during the quarter. The December dividend was recorded as a liability on the Consolidated Balance Sheet at December 31, 2023 and were paid on January 2, 2024.

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.

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 judgment 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 a different presentation 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, assumed debt, if any, 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 assumptions, including those around market land values and market rental rates, are inherently subjective. While assumptions of market land values and market rental rates are based on available market data, the application of market data to the unique nature of properties acquired may require significant judgment. 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, our ability or expectation to re-lease properties that are vacant or become vacant or a change in the anticipated holding period for a property. Identification of such events may involve certain assumptions, estimates, and significant judgment. 38

Table of Contents 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, to the carrying cost of the individual asset. 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/or 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 may involve significant judgment.

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 operations.

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 acquisition purchase price related to above- and below- market lease intangibles and discount on assumed mortgage debt and (ii) certain infrequently occurring items that reduce or increase net income in accordance with GAAP. 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, 39

Table of Contents 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.

The following table provides a reconciliation of net income to FFO, Core FFO, and AFFO for the years ended December 31, 2023, 2022 and 2021 (presented in thousands):


			Year Ended
	****	****	December 31, 2023		****	December 31, 2022		****	December 31, 2021
Reconciliation from Net Income to Funds from Operations
Net income			$	170,547		$	153,035		$	122,876
Less Series A preferred stock dividends				7,437			7,437			2,148
Net income attributable to Operating Partnership common unitholders				163,110			145,598			120,728
Depreciation of rental real estate assets				115,617			88,685			66,732
Amortization of lease intangibles - in-place leases and leasing costs				58,967			44,107			28,379
Provision for impairment				7,175			1,015			1,919
(Gain) loss on sale or involuntary conversion of assets, net				(1,849)			(5,258)			(15,111)
Funds from Operations - Operating Partnership common unitholders			$	343,020		$	274,147		$	202,647

Loss on extinguishment of debt and settlement of related hedges				—			—			14,614
Amortization of above (below) market lease intangibles, net and assumed mortgage debt discount, net				33,430			33,563			24,284
Core Funds from Operations - Operating Partnership common unitholders			$	376,450		$	307,710		$	241,545

Straight-line accrued rent				(12,142)			(13,176)			(11,857)
Stock-based compensation expense				8,338			6,464			5,467
Amortization of financing costs and original issue discounts				4,403			3,141			1,197
Non-real estate depreciation				1,693			778			618
Adjusted Funds from Operations - Operating Partnership common unitholders			$	378,742		$	304,917		$	236,970

Funds from Operations per common share and partnership unit - diluted			$	3.58		$	3.45		$	3.00
Core Funds from Operations per common share and partnership unit - diluted			$	3.93		$	3.87		$	3.58
Adjusted Funds from Operations per common share and partnership unit - diluted			$	3.95		$	3.83		$	3.51

Weighted average shares and Operating Partnership common units outstanding
Basic				95,539,028			79,006,952			67,149,861
Diluted				95,785,031			79,512,005			67,486,698

Additional supplemental disclosure
Scheduled principal repayments			$	905		$	850		$	799
Capitalized interest			$	1,957		$	1,261		$	249
Capitalized building improvements			$	9,819		$	7,945		$	5,821

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 employed to fix interest rates.


	****			****
		2024		****	2025		****	2026		****	2027		****	2028		****	Thereafter		****	Total
Mortgage Notes Payable		$	963		$	1,026		$	629		$	—		$	—		$	42,250		$	44,868
Average Interest Rate			6.27	%		6.27	%		6.27	%								3.63	%

Revolving Credit Facility ^(1)^		$	—		$	—		$	227,000		$			$	—		$	—		$	227,000
Average Interest Rate									6.20	%

Unsecured Term Loan		$	—		$	—		$	—		$	—		$	—		$	350,000		$	350,000
Average Interest Rate ^(2)^																		4.52	%

Senior Unsecured Notes		$	—		$	50,000		$	—		$	50,000		$	410,000		$	1,300,000		$	1,810,000
Average Interest Rate						4.16	%					4.26			2.45	%		3.51	%
(1)	The Revolving Credit Facility matures in January 2026, with options to extend the maturity date by six months up to two times, for a maximum maturity of January 2027.
---	---
(2)	The interest rate of the Unsecured Term Loan reflects the credit spread of 95 basis points plus the impact of the interest rate swaps which convert $350 million of SOFR based interest to a fixed interest rate of 3.57%.
---	---

The table above incorporates those exposures that exist as of December 31, 2023; 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 June 2023, the Company entered into $350 million of forward starting interest rate swap agreements to hedge against variability in future cash flows resulting from changes in SOFR. The swaps exchange variable rate interest on $350 million of SOFR indexed debt to a weighted average fixed interest rate of 3.57% beginning August 1, 2023 through January 1, 2029. The swaps are designated to hedge the variable rate interest payments indexed to SOFR in the Senior Unsecured Term Loan which matures January 2029. As of December 31, 2023, these interest rate swaps were valued as a liability of approximately $1.3 million.

Table of Contents the maturity date of December 31, 2034. The swaps are designated to hedge previously unhedged variable rate interest payments indexed to SOFR. As of December 31, 2023, these interest rate swaps were valued as a liability of approximately $3.2 million.

The Company does not use derivative instruments for trading or other speculative purposes, and the Company did not have any other derivative instruments as of December 31, 2023.

The fair value of the mortgage notes payable and senior unsecured notes is estimated to be $41.2 million and $1.60 billion, respectively, as of December 31, 2023. The fair value of the Revolving Credit Facility and Unsecured Term Loan approximate their carrying values as they are variable rate debt.

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

At 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 its 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 the Company files 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. 42

Table of Contents 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 concluded that we maintained effective internal control over financial reporting as of December 31, 2023.

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.

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

Rule 10b5-1 Trading Plans – Directors and Section 16 Officers

During the three months ended December 31, 2023, none of the Company’s directors or Section 16 officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any “non-Rule 10b5-1 trading arrangement”.

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 2024 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”; and “Additional Information – Proposals for 2025 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, 2023.


	****		****		****	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		—		—		169,809	^(1)^
Equity Compensation Plans Not Approved by Security Holders		—		—		—
Total		—		—		169,809
(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 Accountant 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.” 44

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, 2023 and 2022
		● Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021
		● Consolidated Statement of Equity for the Years Ended December 31, 2023, 2022 and 2021
		● Consolidated Statements of Cash Flow for the Years Ended December 31, 2023, 2022 and 2021
		● 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
3.1.1		Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).

3.1.2		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).

3.1.3		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 3, 2016).

3.1.4		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).

3.1.5		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).

3.1.6		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).

3.1.7		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).

3.2.1		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).
3.2.2		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).

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. (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).
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, 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on September 17, 2021).
		46

Table of Contents		Indenture Officer’s Certificate, dated as of August 22, 2022, 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 22, 2022).

4.17	Form of Global Note for 4.800% Notes due 2032 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 22, 2022).

4.18	Form of 2032 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 August 22, 2022).

10.1.1	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).
10.1.2	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).

10.1.3	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).
10.1.4	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).

10.1.5	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).
10.2+	Summary of Director Compensation (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022).
10.3.1+	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).
10.3.2+	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).

10.3.3+	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).
10.3.4+	Form of Performance Unit Award Notice pursuant to 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 March 31, 2019).	47

Table of Contents		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).
10.5	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).
10.6	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).

10.7	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).

10.8*	Reimbursement Agreement, dated as of October 3, 2023 by and between the Company and Richard Agree.

10.9	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).

10.10.1+	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).

10.10.2+	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).

10.10.3+	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).

10.10.4	Form of Restricted Stock Notice (Non-Employee Directors) under the Agree Realty Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).

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 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, 2021).

10.7+	Employment Agreement, dated October 1, 2023, by and between Agree Realty Corporation and Joel Agree (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on October 24, 2023).

10.8+	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).

10.8.1+	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).	48

Table of Contents
10.9	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).

10.10.1	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 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).

10.10.2	First Amendment to Third Amendment 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 syndicate of lenders named therein (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022).

10.11+	Employment Agreement, dated January 5, 2022, between Agree Realty Corporation and Peter Coughenour (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).

10.12	Term Loan Agreement, dated as of July 31, 2023 by and among Agree Realty Corporation, Agree Limited Partnership, PNC Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 1, 2023).

19.1*	Agree Realty Corporation Insider Trading Policy, adopted September 4, 2019, and amended December 7, 2023.

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.
97.1*	Agree Realty Corporation Compensation Recovery Policy, effective as of December 1, 2023.

101*	The following materials from Agree Realty Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline 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.	49

Table of Contents


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

* Filed herewith.

+ Management contract or compensatory plan or arrangement.

† The certifications attached as Exhibit 32.1 and Exhibit 32.2 accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Agree Realty Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10‑K, irrespective of any general incorporation language contained in such filing.

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 Statement 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-38

F-1

Table of Contents REPORT OF INDEPENDENT REGI STERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders 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, 2023, 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, 2023, 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, 2023, and our report dated February 13, 2024 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 13, 2024

F-2

Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders 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, 2023 and 2022, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, 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 13, 2024 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 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 matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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

As described further in Notes 2 and 4 to the financial statements, the acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price to the assets acquired and liabilities assumed including land, building, assumed debt, if any, and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. During 2023, the Company purchased 282 retail net lease assets for approximately $1.20 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 complex and involved subjectivity. In particular, the fair value estimates are sensitive to significant assumptions. Those significant assumptions include market land value and market rent. F-3

Table of Contents 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, evaluated the design, and tested the 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 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 the significant assumptions.

/s/ GRANT THORNTON LLP

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

Philadelphia, Pennsylvania February 13, 2024

F-4

Table of Contents AGREE REALTY CORPORATION

CONSOLIDATED BALANCE SHEETS

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


	December 31,		****	December 31,
	2023			2022
ASSETS
Real Estate Investments
Land	$	2,282,354		$	1,941,599
Buildings		4,861,692			4,054,679
Less accumulated depreciation		(433,958)			(321,142)
		6,710,088			5,675,136
Property under development		33,232			65,932
Net Real Estate Investments		6,743,320			5,741,068

Real Estate Held for Sale, net		3,642			—

Cash and Cash Equivalents		10,907			27,763

Cash Held in Escrows		3,617			1,146

Accounts Receivable - Tenants, net		82,954			65,841

Lease Intangibles, net of accumulated amortization of
$360,061 and $263,011 at December 31, 2023 and December 31, 2022, respectively		854,088			799,448

Other Assets, net		76,308			77,923

Total Assets	$	7,774,836		$	6,713,189

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,
	2023		2022
LIABILITIES
Mortgage Notes Payable, net	$	42,811	$	47,971

Unsecured Term Loan, net		346,798		—

Senior Unsecured Notes, net		1,794,312		1,792,047

Unsecured Revolving Credit Facility		227,000		100,000

Dividends and Distributions Payable		25,534		22,345

Accounts Payable, Accrued Expenses, and Other Liabilities		101,401		83,722

Lease Intangibles, net of accumulated amortization of
$42,813 and $35,992 at December 31, 2023 and December 31, 2022, respectively		36,827		36,714

Total Liabilities		2,574,683		2,082,799

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, 2023 and December 31, 2022		175,000		175,000
Common stock, $.0001 par value, 180,000,000 shares authorized, 100,519,355 and 90,173,424 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively		10		9
Additional paid-in-capital		5,354,120		4,658,570
Dividends in excess of net income		(346,473)		(228,132)
Accumulated other comprehensive income (loss)		16,554		23,551

Total Equity - Agree Realty Corporation		5,199,211		4,628,998
Non-controlling interest		942		1,392
Total Equity		5,200,153		4,630,390

Total Liabilities and Equity	$	7,774,836	$	6,713,189

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
	2023		****	2022		****	2021
Revenues
Rental income	$	537,403		$	429,632		$	339,067
Other		92			182			256
Total Revenues		537,495			429,814			339,323

Operating Expenses
Real estate taxes		40,092			32,079			25,513
Property operating expenses		24,961			18,585			13,996
Land lease expense		1,664			1,617			1,552
General and administrative		34,788			30,121			25,456
Depreciation and amortization		176,277			133,570			95,729
Provision for impairment		7,175			1,015			1,919
Total Operating Expenses		284,957			216,987			164,165

Gain (loss) on sale of assets, net		1,849			5,341			14,941
Gain (loss) on involuntary conversion, net		—			(83)			170
Income from Operations		254,387			218,085			190,269

Other (Expense) Income
Interest expense, net		(81,119)			(63,435)			(50,378)
Income tax (expense) benefit		(2,910)			(2,860)			(2,401)
Loss on early extinguishment of term loans and settlement of related interest rate swaps		—			—			(14,614)
Other (expense) income		189			1,245			—
Net Income		170,547			153,035			122,876

Less net income attributable to non-controlling interest		588			598			603
Net income attributable to Agree Realty Corporation		169,959			152,437			122,273
Less Series A preferred stock dividends		7,437			7,437			2,148
Net Income Attributable to Common Stockholders	$	162,522		$	145,000		$	120,125

Net Income Per Share Attributable to Common Stockholders
Basic	$	1.70		$	1.84		$	1.79
Diluted	$	1.70		$	1.83		$	1.78

Other Comprehensive Income
Net income	$	170,547		$	153,035		$	122,876
Amortization of interest rate swaps		(2,519)			(684)			950
Change in fair value and settlement of interest rate swaps		(4,501)			29,881			29,980
Total comprehensive income (loss)		163,527			182,232			153,806
Less comprehensive income (loss) attributable to non-controlling interest		565			741			770

Comprehensive Income (Loss) Attributable to Agree Realty Corporation	$	162,962		$	181,491		$	153,036

Weighted Average Number of Common Shares Outstanding - Basic		95,191,409			78,659,333			66,802,242

Weighted Average Number of Common Shares Outstanding - Diluted		95,437,412			79,164,386			67,139,079

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, 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 stock 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
Issuance of common stock, net of issuance costs	—		—	18,799,566		2		1,257,821		—		—		—		1,257,823
Repurchase of common shares	—		—	(30,366)		—		(1,912)		—		—		—		(1,912)
Issuance of stock under the 2020 Omnibus Incentive Plan	—		—	129,099		—		648		—		—		—		648
Forfeiture of restricted stock	—		—	(10,186)		—		(61)		—		—		—		(61)
Stock-based compensation	—		—	—		—		6,525		—		—		—		6,525
Series A preferred dividends declared for the period	—		(7,437)	—		—		—		—		—		—		(7,437)
Common stock dividends and distributions declared for the period	—		—	—		—		—		(225,766)		—		(978)		(226,744)
Amortization, changes in fair value, and settlement of interest rate swaps	—		—	—		—		—		—		29,054		143		29,197
Net income	—		7,437	—		—		—		145,000		—		598		153,035
Balance, December 31, 2022	7,000	$	175,000	90,173,424	$	9	$	4,658,570	$	(228,132)	$	23,551	$	1,392	$	4,630,390
Issuance of common stock, net of issuance costs	—		—	10,267,768		1		689,896		—		—		—		689,897
Repurchase of common shares	—		—	(36,780)		—		(2,684)		—		—		—		(2,684)
Issuance of stock under the 2020 Omnibus Incentive Plan	—		—	129,775		—		—		—		—		—		—
Forfeiture of restricted stock	—		—	(14,832)		—		(11)		—		—		—		(11)
Stock-based compensation	—		—	—		—		8,349		—		—		—		8,349
Series A preferred dividends declared for the period	—		(7,437)	—		—		—		—		—		—		(7,437)
Common stock dividends and distributions declared for the period	—		—	—		—		—		(280,863)		—		(1,015)		(281,878)
Amortization, changes in fair value, and settlement of interest rate swaps	—		—	—		—		—		—		(6,997)		(23)		(7,020)
Net income	—		7,437	—		—		—		162,522		—		588		170,547
Balance, December 31, 2023	7,000	$	175,000	100,519,355	$	10	$	5,354,120	$	(346,473)	$	16,554	$	942	$	5,200,153

Cash dividends declared per depositary share of Series A preferred stock:
For the twelve months ended December 31, 2021		$	0.307
For the twelve months ended December 31, 2022		$	1.063
For the twelve months ended December 31, 2023		$	1.063

Cash dividends declared per common share:
For the twelve months ended December 31, 2021					$	2.604
For the twelve months ended December 31, 2022					$	2.805
For the twelve months ended December 31, 2023					$	2.919

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, 2023		****	December 31, 2022		****	December 31, 2021
Cash Flows from Operating Activities
Net income		$	170,547		$	153,035		$	122,876
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			176,277			133,570			95,729
Amortization from above (below) market lease intangibles, net			33,096			33,337			24,284
Amortization from financing costs, credit facility costs and debt discount			4,737			4,065			2,360
Stock-based compensation			8,338			6,464			4,798
Straight-line accrued rent			(12,142)			(13,176)			(11,857)
Provision for impairment			7,175			1,015			1,919
Gain(loss) on settlement of interest rate swaps			—			28,414			16,748
(Gain) loss on sale of assets			(1,849)			(5,341)			(14,941)
Write-off of unamortized financing costs upon debt extinguishment			—			—			1,250
(Increase) decrease in accounts receivable			(5,086)			799			(4,447)
(Increase) decrease in other assets			121			4,891			(3,231)
Increase (decrease) in accounts payable, accrued expenses, and other liabilities			10,384			15,048			10,827
Net Cash Provided by Operating Activities			391,598			362,121			246,315

Cash Flows from Investing Activities
Acquisition of real estate investments and other assets			(1,206,025)			(1,578,511)			(1,400,685)
Development of real estate investments and other assets, net of reimbursements (including capitalized interest of $1,957 in 2023, $1,261 in 2022, and $249 in 2021)			(82,368)			(81,875)			(41,464)
Payment of leasing costs			(447)			(503)			(468)
Net proceeds from sale of assets			13,843			44,914			56,002
Net Cash Used in Investing Activities			(1,274,997)			(1,615,975)			(1,386,615)

Cash Flows from Financing Activities
Proceeds from Series A preferred stock offering, net			—			—			170,308
Proceeds from common stock offerings, net			689,896			1,257,823			744,847
Repurchase of common shares			(2,684)			(1,912)			(1,813)
Unsecured revolving credit facility borrowings			1,231,000			1,035,000			594,000
Unsecured revolving credit facility repayments			(1,104,000)			(1,095,000)			(526,000)
Payments of mortgage notes payable			(5,527)			(24,490)			(799)
Proceeds from unsecured term loan			350,000			—			—
Payments of unsecured term loans			—			—			(240,000)
Proceeds from senior unsecured notes			—			297,513			640,623
Payments on senior notes			—			—			—
Payment of Series A preferred dividends			(7,437)			(7,438)			(1,529)
Payment of common stock dividends			(277,676)			(220,304)			(194,296)
Distributions to non-controlling interest			(1,012)			(971)			(1,042)
Payments for financing costs			(3,546)			(2,708)			(6,704)
Net Cash Provided by Financing Activities			869,014			1,237,513			1,177,595

Net Increase (Decrease) in Cash and Cash Equivalents and Cash Held in Escrow			(14,385)			(16,341)			37,295
Cash and cash equivalents and cash held in escrow, beginning of period			28,909			45,250			7,955
Cash and cash equivalents and cash held in escrow, end of period		$	14,524		$	28,909		$	45,250

Supplemental Disclosure of Cash Flow Information
Cash paid for interest (net of amounts capitalized)		$	87,481		$	58,784		$	56,150
Cash paid for income tax		$	3,065		$	2,395		$	1,816

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Lease right of use assets added under new ground leases		$	—		$	1,816		$	6,302
Mortgage note payable assumed, net of $2,548 mortgage debt discount		$	—		$	39,702		$	—
Series A preferred dividends declared and unpaid		$	620		$	620		$	620
Common stock dividends and limited partners' distributions declared and unpaid		$	24,914		$	21,725		$	16,261
Change in accrual of development, construction and other real estate investment costs		$	2,785		$	3,199		$	(5,537)

See accompanying notes to consolidated financial statements.

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

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 its 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 99.7% and 99.6% common equity interest as of December 31, 2023 and 2022, respectively. 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 100% of the Series A preferred equity interest in the Operating Partnership. This preferred equity interest corresponds on a one-for-one basis to the Company’s Series A Preferred Stock (Refer to Note 6 - Common and Preferred Stock), providing income and distributions to the Company equal to the dividends payable on that stock.

At December 31, 2023 and 2022, respectively, the non-controlling interest in the Operating Partnership consisted of a 0.3% and 0.4% common ownership interest in the Operating Partnership held by the Company’s founder and Executive Chairman. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of 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 its shares. Assuming the exchange of all non-controlling Operating Partnership Common Units, there would have been 100,866,974 shares of common stock outstanding at December 31, 2023.

As of December 31, 2023, the Company owned 2,135 properties, with a total gross leasable area (“GLA”) of approximately 44.2 million square feet. As of December 31, 2023, the Company’s portfolio was approximately 99.8% leased and had a weighted average remaining lease term (excluding extension options) of approximately 8.4 years. A significant majority of its properties are leased to national tenants and approximately 69.1% 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.

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

Consolidation

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 Company consolidates the Operating Partnership under the guidance set forth in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, and as a result, the Consolidated Financial Statements include the accounts of the Company, the Operating Partnership and its wholly owned subsidiaries. All material intercompany accounts and transactions are eliminated, including the Company’s Series A preferred equity interest in the Operating Partnership.

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. F-10

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

Assets Held for Sale

Assets are classified as real estate held for sale based on specific criteria as outlined in FASB 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.

Acquisitions of Real Estate

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 as well as any option periods included in the estimated fair value. 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, 2023, 2022 and 2021 (presented in thousands):


	For the Year Ended December 31,
	2023		2022		2021
Lease intangibles (in-place)	$	58,396	$	43,553	$	27,827
Lease intangibles (above-market)		39,917		39,603		30,596
Lease intangibles (below-market)		(6,821)		(6,266)		(6,312)
Total	$	91,492	$	76,890	$	52,111

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

The following schedule represents estimated future amortization of lease intangibles as of December 31, 2023 (presented in thousands):



Year Ending December 31,	****	2024		****	2025		****	2026		****	2027		****	2028		****	Thereafter		****	Total
Lease intangibles (in-place)		$	61,552		$	58,498		$	55,050		$	49,437		$	43,295		$	186,828		$	454,660
Lease intangibles (above-market)			37,642			35,308			33,579			30,984			27,510			234,405			399,428
Lease intangibles (below-market)			(5,223)			(4,787)			(4,433)			(4,084)			(3,265)			(15,035)			(36,827)
Total		$	93,971	****	$	89,019	****	$	84,196	****	$	76,337	****	$	67,540		$	406,198	****	$	817,261

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, the Company’s ability or expectation to re-lease properties that are vacant or become vacant or a change in the anticipated holding period for a property.

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, to the carrying cost of the individual asset.

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, checking, and money market accounts. 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. Cash held in escrows primarily relates to proposed like-kind exchange transactions pursued under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Company had $13.4 million and $27.1 million in cash and cash equivalents and cash held in escrow as of December 31, 2023 and 2022, respectively, in excess of the FDIC insured limit.

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 and cash equivalents and cash held in escrow as reported within the Consolidated Statements of Cash Flows (presented in thousands):


	****	December 31, 2023		****	December 31, 2022
Cash and cash equivalents		$	10,907		$	27,763
Cash held in escrow			3,617			1,146
Total of cash and cash equivalents and cash held in escrow		$	14,524		$	28,909

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

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.

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, 2023 and 2022 was $65.9 million and $53.9 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. 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 also includes any accrued rental revenue related to the straight-line method of reporting rental revenue.

As of December 31, 2023, the Company has three leases across three tenants where collection is not 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 tenants accounted for on the cash basis resulted in an increase to rental income and net income of $0.4 million for the year ended December 31, 2023 due to the receipt of amounts previously considered uncollectible, and a reduction to rental income and net income of $0.4 million for the year ended December 31, 2022.

In addition to the tenant-specific collectability assessment performed, the Company may also recognize 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. The Company had no general allowance as of December 31, 2023 and 2022.

The Company’s leases provide for reimbursement from tenants for common area maintenance, 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, 2023 and 2022 was $14.0 million and $11.1 million, respectively. Unbilled operating cost reimbursement receivable is reflected in accounts receivable - tenants, net in the Consolidated Balance Sheets.

The Company has adopted the practical expedient in FASB ASC Topic 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 rentals and reimbursements pursuant to tenant leases are reflected as one-line, rental income, in the Consolidated Statement of Operations and Comprehensive Income.

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 common shares (“restricted F-13

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

shares”), 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 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 less net income attributable to unvested restricted shares by the weighted average shares of common shares 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,
	****		2023	****	2022	****	2021
Net income attributable to Agree Realty Corporation		$	169,959	$	152,437	$	122,273
Less: Series A preferred stock dividends			(7,437)		(7,437)		(2,148)
Net income attributable to common stockholders			162,522		145,000		120,125
Less: Income attributable to unvested restricted shares			(405)		(376)		(369)
Net income used in basic and diluted earnings per share		$	162,117	$	144,624	$	119,756

Weighted average number of common shares outstanding			95,431,468		78,885,063		67,004,069
Less: Unvested restricted shares			(240,059)		(225,730)		(201,827)
Weighted average number of common shares outstanding used in basic earnings per share			95,191,409		78,659,333		66,802,242

Weighted average number of common shares outstanding used in basic earnings per share			95,191,409		78,659,333		66,802,242
Effect of dilutive securities:
Share-based compensation			131,261		129,474		118,460
ATM Forward Equity Offerings			39,519		63,381		203,957
December 2021 Forward Equity Offering			—		89,963		14,420
May 2022 Forward Equity Offering			—		173,429		—
September 2022 Forward Equity Offering			75,223		48,806		—
Weighted average number of common shares outstanding used in diluted earnings per share			95,437,412		79,164,386		67,139,079

Operating Partnership Units ("OP Units")			347,619		347,619		347,619
Weighted average number of common shares and OP Units outstanding used in diluted earnings per share			95,785,031		79,512,005		67,486,698

For the year ended December 31, 2023, 185 shares of common stock related to restricted shares granted in 2021 and 2022 were anti-dilutive and were not included in the computation of diluted earnings per share.

For the year ended December 31, 2022, 62 shares of common stock related to restricted shares granted in 2022 were anti-dilutive and were not included in the computation of diluted earnings per share.

For the year ended December 31, 2021, 849 shares of common stock related to the 2021 ATM forward equity offerings, 5,360 shares of common stock related to the 2020 ATM forward equity offerings, and 2,092 restricted shares were anti-dilutive and were not included in the computation of diluted earnings per share. F-14

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

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 its 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 forward sale agreements 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 the Company’s 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, 2023, the Company believes it has qualified as a REIT. Accordingly, no provision has been made for federal income taxes related to the Company’s REIT taxable income 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 entities are subject to federal and state income taxes. 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 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. F-15

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

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. The Company’s chief operating decision maker, which is its Chief Executive Officer, does not distinguish or group operations on a geographic or other basis when assessing the financial performance of the Company’s portfolio of properties. Accordingly, the Company has a single reportable segment for disclosure purposes.

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 Topic 820 Fair Value Measurement (“ASC 820”). 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:

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.

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

Recent Accounting Pronouncements

In March 2022, the FASB issued ASU 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820)” (“ASU 2022-03”). ASU 2022-03 clarifies that contractual sale restrictions on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, are not considered in measuring the fair value of equity securities. In addition, the amendment requires the disclosure of: (1) the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet, (2) the nature and remaining duration of the restrictions, and (3) any circumstances that could cause a lapse in the restrictions. The amendments in ASU 2022-03 are effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The amendment is applied prospectively and early adoption is permitted. There was no impact upon adoption of the guidance on January 1, 2024 as the Company does not have sale restrictions on equity securities.

In August 2023, the FASB issued ASU 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60) (“ASU 2023-05”). ASU 2023-05 addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. ASU 2023-05 will require that a joint venture apply a new basis of accounting upon formation. By applying a new basis of accounting, a joint venture, upon formation, will recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). The amendments in ASC 2023-05 are effective prospectively for all joint ventures formed on or after January 1, 2025. Joint ventures formed prior to January 1, 2025 may elect to apply the amendments retrospectively and early adoption is permitted. The Company does not have joint ventures and as such does not anticipate any impact from the amendments.

In November 2023, the FASB issues ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to improve reportable segment disclosure by requiring disclosure of incremental segment information on an annual and interim basis such as, annual and interim disclosure of significant segment expenses that are regularly provided to the chief operating decision maker, interim disclosure of a reportable segment’s profit or loss and assets and require that a public entity that has a single reportable segment provide all the disclosures required by ASU 2023-07 and all existing segment disclosures in Topic 280. The amendments in ASU 2023-07 do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The disclosures are applied retrospectively to all periods presented and early adoption is permitted. The Company has one reportable segment and continues to evaluate additional disclosures that may be required for entities with a single reportable segment.

In December 2023, the FASB issues ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires annual disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold within the rate reconciliation. In addition, the amendments require annual disclosure of income taxes paid disaggregated by federal, state and foreign jurisdictions as well as individual jurisdictions in which income taxes paid is equal to or greater than 5 percent of total income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis, however early adoption and retrospective adoption is permitted. The Company continues to evaluate the potential impact of the guidance and potential additional disclosures required.

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. F-17

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

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 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 with 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.

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, 2023, 2022 and 2021 (presented in thousands).


	For the Year Ended December 31,
	2023		2022		2021
Total lease payments	$	558,200	$	450,369	$	352,797
Less: Operating cost reimbursements and percentage rents		60,694		47,962		36,929
Total non-variable lease payments	$	497,506	$	402,407	$	315,868

At December 31, 2023, 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,	****	2024		****	2025		****	2026		****	2027		****	2028		****	Thereafter		****	Total
Future non-variable lease payments		$	558,548		$	553,567		$	534,151		$	507,623		$	470,740		$	2,341,234		$	4,965,863

Deferred Revenue

As of December 31, 2023 and 2022, there was $21.9 million and $18.1 million, respectively, in deferred revenues resulting from rents paid in advance. Deferred revenues are recognized within accounts payable, accrued expenses, and other liabilities on the Consolidated Balance Sheets as of these dates.

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, 2023 and 2022, the Company had $60.2 million and $60.9 million, respectively, of right of use assets, net, recognized within other assets in the Consolidated Balance Sheets, while the corresponding lease obligations, net, of F-18

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

$23.0 million and $23.6 million, respectively, were recognized within accounts payable, accrued expenses, and other liabilities on the Consolidated Balance Sheets as of these dates.

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 right of use assets for operating land leases is classified as land lease expense and was $1.7 million, $1.6 million, and $1.6 million for the years ending December 31, 2023, 2022 and 2021, 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 $0.3 million, $0.3 million and $0.2 million during the years ended December 31, 2023, 2022 and 2021.

In calculating its lease obligations under ground leases, the Company uses discount rates estimated to be equal to what it would have to pay to borrow on a collateralized basis over a similar term, for an amount equal to the lease payments, in a similar economic environment.

The following tables include information on the Company’s land leases for which it is the lessee, for the years ending December 31, 2023, 2022 and 2021 (presented in thousands).


	Year Ended
	December 31, 2023		****	December 31, 2022		****	December 31, 2021		****
Operating leases:
Operating cash outflows	$	1,197		$	1,197		$	1,112
Weighted-average remaining lease term - operating leases (years)		33.2			33.5			33.8

Finance leases:
Operating cash outflows	$	252		$	255		$	215
Financing cash outflows	$	84		$	81		$	93
Weighted-average remaining lease term - finance leases (years)		0.8			1.8			2.8

Supplemental Disclosure:
Right-of-use assets obtained in exchange for new lease liabilities, including value assigned to above market lease terms	$	—		$	1,816		$	6,302
Right-of-use assets net change	$	—		$	1,816		$	6,302

F-19

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

The following is a maturity analysis of lease liabilities for operating land leases as of December 31, 2023 for the following five years. (presented in thousands)


	****
Year Ending December 31,	****	2024		****	2025		****	2026		****	2027		****	2028		****	Thereafter		****	Total
Lease payments		$	1,197		$	1,197		$	1,195		$	1,042		$	1,013		$	27,796		$	33,440
Imputed interest			(690)			(669)			(647)			(627)			(609)			(13,254)			(16,496)
Total lease liabilities		$	507		$	528		$	548		$	415		$	404		$	14,542		$	16,944

The weighted-average discount rate used in computing operating and finance lease obligations approximated 4% at December 31, 2023, 2022 and 2021.

The following is a maturity analysis of lease liabilities for finance land leases as of December 31, 2023 for the following five years. (presented in thousands)



Year Ending December 31,	****	2024		****	2025		****	2026		****	2027		****	2028		****	Thereafter		****	Total
Lease payments		$	6,252		$	—		$	—		$	—		$	—		$	—		$	6,252
Imputed interest			(207)			—			—			—			—			—			(207)
Total lease liabilities		$	6,045		$	—		$	—		$	—		$	—		$	—		$	6,045

Note 4 – Real Estate Investments

Real Estate Portfolio

As of December 31, 2023, the Company owned 2,135 properties, with a total GLA of approximately 44.2 million square feet. Net Real Estate Investments totaled $6.74 billion as of December 31, 2023. As of December 31, 2022, the Company owned 1,839 properties, with a total GLA of approximately 38.1 million square feet. Net Real Estate Investments totaled $5.74 billion as of December 31, 2022.

Acquisitions

During 2023, the Company purchased 282 retail net lease assets for approximately $1.20 billion, which includes acquisition and closing costs. These properties are located in 40 states and had a weighted average remaining lease term of approximately 11.3 years. The aggregate 2023 acquisitions were allocated approximately $325.2 million to land, $726.1 million to buildings and improvements, and $147.4 million to lease intangibles.

During 2022, the Company purchased 434 retail net lease assets for approximately $1.60 billion, which includes acquisition, closing costs and the assumption of a $42.3 million mortgage note. These properties are located in 43 states and had a weighted average lease term of approximately 10.2 years. The aggregate 2022 acquisitions were allocated approximately $387.7 million to land, $1.00 billion to buildings and improvements, $204.9 million to lease intangibles, net and $2.5 million to assumed mortgage debt discount.

The 2023 and 2022 acquisitions were primarily funded as cash purchases and the assumption of a mortgage note payable with a principal balance of $42.3 million. There was no material contingent consideration associated with these acquisitions.

None of the Company’s acquisitions during 2023 or 2022 caused any new or existing tenant to comprise 10% or more of the Company’s total annualized contractual base rent at December 31, 2023 or 2022.

Developments

During the third quarter of 2023, the Company changed the name of its Partner Capital Solutions program to Developer Funding Platform (“DFP”). F-20

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

During 2023, the Company commenced 13 and completed 21 development or DFP projects. At December 31, 2023, the Company had 16 development or DFP projects under construction.

During 2022, the Company commenced 28 and completed seven development or DFP projects. At December 31, 2022, the Company had 24 development or DFP projects under construction.

Dispositions

During 2023, the Company sold real estate properties for net proceeds of $13.8 million and recorded a net gain of $1.8 million.

During 2022, the Company sold real estate properties for net proceeds of $44.9 million and recorded a net gain of $5.3 million.

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 the year ended December 31, 2023, the Company completed construction and moved its headquarters to a new corporate office building. Prior to the move, the Company’s headquarters were located in two office buildings owned by the Company. The Company began marketing for sale the previous corporate office buildings in early 2023, disposing of one in October 2023 to a third party. The Company received two bona fide offers on the remaining corporate office building during the fourth quarter of 2023, the highest of which was received from an entity controlled by one of the Company’s Independent Directors. The transaction to sell the building for $3.7 million to the related party entity was approved by the Company’s Audit Committee prior to accepting the offer and entering into the purchase and sale agreement. As a result of the offers received related to the remaining corporate office building, the Company recognized impairment of $2.7 million to state the carrying value of the building at it’s fair value. The building was classified as held for sale as of December 31, 2023 and the all cash disposition closed on January 16, 2024. No amounts were due to or due from the Independent Director or the related party entity as of December 31, 2023 or subsequent to closing the disposition.

Assets Held for Sale

The Company classified one property as real estate held for sale at December 31, 2023, the assets for which are separately presented in the Consolidated Balance Sheets. No properties were classified as held for sale at December 31, 2022.

Real estate held for sale consisted of the following as of December 31, 2023 and 2022 (presented in thousands):


	****	December 31, 2023		****	December 31, 2022
Land		$	671		$	—
Building			2,978			—
			3,649			—
Accumulated depreciation and amortization, net			(7)			—
Total Real Estate Held for Sale, net		$	3,642		$	—

Provisions for Impairment

As a result of the Company’s review of real estate investments, it recognized provision for impairment of $7.2 million, $1.0 million and $1.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. The estimated fair value of the impaired real estate assets at their time of impairment during 2023, 2022 and 2021 was $6.3 million, $1.8 million and $1.0 million, respectively. F-21

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

Note 5 – Debt

As of December 31, 2023, the Company had total gross indebtedness of $2.43 billion, including (i) $44.9 million of mortgage notes payable; (ii) $350.0 million unsecured term loan; (iii) $1.81 billion of senior unsecured notes; and (iv) $227.0 million outstanding under the Revolving Credit Facility (defined below).

Mortgage Notes Payable

As of December 31, 2023, the Company had total gross mortgage indebtedness of $44.9 million, which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $79.3 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.78% as of December 31, 2023 and 3.94% as of December 31, 2022.

Mortgage notes payable consisted of the following (presented in thousands):


	December 31, 2023		December 31, 2022
Note payable in monthly installments of interest only at 5.01% per annum, matured in September 2023	$	—	$	4,622

Note payable in monthly installments of $92 including interest at 6.27% per annum, with a final monthly payment due July 2026		2,618		3,523

Note payable in monthly installments of interest only at 3.63% per annum, with a balloon payment due December 2029		42,250		42,250

Total principal		44,868		50,395
Unamortized debt issuance costs and assumed debt discount, net		(2,057)		(2,424)
Total	$	42,811	$	47,971

During the year ended December 31, 2023, the Company repaid the $4.6 million, 5.01% per annum, interest only mortgage note at maturity.

In connection with a four-property acquisition during the twelve months ended December 31, 2022, the Company assumed an interest only, mortgage note payable with a principal balance of $42.3 million and stated interest rate of 3.63% maturing December 2029. In connection with the purchase price allocation, the mortgage debt was recorded at fair value as of the date of acquisition resulting in a $2.5 million debt discount that will be amortized over the term of the mortgage note payable into Interest Expense in the Consolidated Statements of Operations and Comprehensive Income.

The mortgage loans encumbering the Company’s properties are generally non-recourse, subject to certain exceptions for which the Company 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, 2023, 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 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. F-22

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

Unsecured Term Loan

The following table presents the unsecured term loan principal balances net of unamortized debt issuance costs as of December 31, 2023 and December 31, 2022 (presented in thousands):


	All-in
	Interest Rate ^(1)^		Maturity	****	December 31, 2023		****	December 31, 2022
2029 Unsecured Term Loan	4.52	%	January 2029		$	350,000		$	—
Total Principal						350,000			—
Unamortized debt issuance costs, net						(3,202)			—
Total					$	346,798		$	—

(1) Interest rate at December 31, 2023 reflects the spread of 95 basis points plus the impact of interest rate swaps which converted $350 million of SOFR-based interest to a fixed interest rate of 3.57%.

On July 31, 2023, the Company closed on the unsecured $350 million 5.5-year term loan (the “2029 Unsecured Term Loan”) which includes an accordion option that allows the Company to request additional lender commitments up to a total of $500 million and matures in January 2029. Borrowings under the 2029 Unsecured Term Loan are priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings, plus a SOFR adjustment of 10 basis points. Based on the Company’s credit ratings at the time of closing, pricing on the 2029 Unsecured Term Loan was 95 basis points over SOFR. The Company used the existing $350 million of forward starting interest rate swaps to hedge the variable SOFR priced interest to a weighted average fixed rate of 3.57% until January 2029.

Senior Unsecured Notes

The following table presents the senior unsecured notes principal balances net of unamortized debt issuance costs and original issue discounts for the Company’s private placement and public offerings as of December 31, 2023, and 2022 (presented in thousands):


	All-in		Coupon
	Interest Rate ^(1)^		Rate		Maturity	December 31, 2023		****	December 31, 2022
2025 Senior Unsecured Notes	4.16	%	4.16	%	May 2025	$	50,000		$	50,000
2027 Senior Unsecured Notes	4.26	%	4.26	%	May 2027		50,000			50,000
2028 Senior Unsecured Public Notes	2.11	%	2.00	%	June 2028		350,000			350,000
2028 Senior Unsecured Notes	4.42	%	4.42	%	July 2028		60,000			60,000
2029 Senior Unsecured Notes	4.19	%	4.19	%	September 2029		100,000			100,000
2030 Senior Unsecured Notes	4.32	%	4.32	%	September 2030		125,000			125,000
2030 Senior Unsecured Public Notes	3.49	%	2.90	%	October 2030		350,000			350,000
2031 Senior Unsecured Notes	4.42	%	4.47	%	October 2031		125,000			125,000
2032 Senior Unsecured Public Notes	3.96	%	4.80	%	October 2032		300,000			300,000
2033 Senior Unsecured Public Notes	2.13	%	2.60	%	June 2033		300,000			300,000
Total Principal							1,810,000			1,810,000
Unamortized debt issuance costs and original issue discounts, net							(15,688)			(17,953)
Total						$	1,794,312		$	1,792,047

(1) The all-in interest rate reflects the straight-line amortization of the terminated swap agreements, as applicable.

The Company has entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows on forecasted issuances of debt. Refer to Note 9 – Derivative Instruments and Hedging Activity. In connection with F-23

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

pricing certain Senior Unsecured Notes and Senior Unsecured Public Notes, the Company terminated forward-starting interest rate swap agreements to fix the interest rate on all or a portion of the respective notes.

Senior Unsecured Notes – Private Placements

Senior Unsecured Notes – Public Offerings

The Senior Unsecured Public Notes (collectively the “Public Notes”) are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. These guarantees are senior unsecured obligations of the guarantors, rank equally in right of payment with all other existing and future senior unsecured indebtedness and are effectively subordinated to all secured indebtedness of the Operating Partnership and each guarantor (to the extent of the value of the collateral securing such indebtedness) of the guarantors.

The Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and trustee (as supplemented by an officer’s certificate dated at the issuance of each of the Public Notes, 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.

Senior Unsecured Revolving Credit Facility

In December 2021, the Company entered into a Third Amended and Restated Revolving Credit Agreement which provided for a $1.0 billion senior unsecured revolving credit facility (the "Revolving Credit Facility") that bore interest based on a pricing grid with a range of 72.5 to 140 basis points over LIBOR, determined by the Company’s credit ratings and leverage ratio. 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 November 2022, the Company entered into a First Amendment to the Third Amended and Restated Revolving Credit Agreement which converted the interest rate on its $1.0 billion Revolving Credit Facility from a spread over LIBOR to a spread over SOFR plus a SOFR adjustment of 10 basis points.

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 plus the SOFR adjustment of 10 basis points, pricing on the Revolving Credit Facility was 87.5 basis points over SOFR. At December 31, 2023, the Revolving Credit Facility bore interest of 6.265%, which is comprised of SOFR of 5.39% plus the spread of 87.5 basis points. In connection with the Company's ongoing environmental, social and governance ("ESG") initiatives, pricing on the Revolving Credit Facility will decrease 1 basis point beginning in January 2024 due to improvements in the Company’s ESG rating score during 2023. Pricing may further be reduced if additional specific ESG rating improvements are achieved.

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.

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

Reimbursement Agreement and entered into a new reimbursement agreement dated October 3, 2023 (the “New Reimbursement Agreement”). Pursuant to the New Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for his proportionate share of loss incurred under the Revolving Credit Facility in an amount to be determined by facts and circumstances at the time of loss.

Debt Maturities

The following table presents scheduled principal payments related to the Company’s debt as of December 31, 2023 (presented in thousands):


	Scheduled		****	Balloon
	Principal			Payment		Total
2024	$	963		$	—	$	963
2025		1,026			50,000		51,026
2026 ^(1)^		629			227,000		227,629
2027		—			50,000		50,000
2028		—			410,000		410,000
Thereafter		—			1,692,250		1,692,250
Total scheduled principal payments	$	2,618		$	2,429,250	$	2,431,868
(1)	The Revolving Credit Facility matures in January 2026, with options to extend the maturity to January 2027. The Revolving Credit Facility had a $227.0 million outstanding balance as of December 31, 2023.
---	---

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, 2023, 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, 2023.

Note 6 – Common and Preferred Stock

Shelf Registration

On May 5, 2023, the Company filed an automatic shelf registration statement on Form S-3ASR 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.

Common Stock Offerings

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 an additional 750,000 shares, in connection with forward sale agreements. As of December 31, 2022, the Company settled all of these forward sale agreements. The offering resulted in net proceeds to the Company of approximately $368.7 million after deducting fees and expenses and making certain other adjustments. F-25

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

In May 2022, 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 an additional 750,000 shares, in connection with forward sale agreements. As of December 31, 2022, the Company settled all of these forward sale agreements. The offering resulted in net proceeds to the Company of approximately $386.7 million after deducting fees and expenses and making certain other adjustments.

In October 2022, 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 an additional 750,000 shares, in connection with forward sale agreements. As of December 31, 2022, the Company settled 1,600,000 shares of these October 2022 forward sale agreements, realizing net proceeds of $106.2 million. During the year ended December 31, 2023, the Company settled the remaining 4,150,000 shares of these October 2022 forward sale agreements, realizing net proceeds of $275.0 million. The offering resulted in total net proceeds to the Company of $381.2 million after deducting fees and expenses and making certain adjustments.

Preferred Stock Offering

As of December 31, 2023, the Company had 7,000,000 depositary shares (the “Depositary Shares”) outstanding, each representing 1/1,000th of a share of Series A Preferred Stock.

Dividends on the Series A Preferred Shares are 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. Monthly dividends on the Series A Preferred Shares have been and 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

The Company enters into at-the-market (“ATM”) programs through which the Company, from time to time, sells shares of common stock and enters into forward sale agreements. The results of the ATM programs are shown in the following table.


		Program Size		Net Proceeds Received
Program Year		($ million)	Shares Issued	($ million)
2020	*	$400.0	3,334,056	$209.5
2021	*	$500.0	5,453,975	$379.1
2022		$750.0	10,197,230	$669.1

* ATM Programs have been terminated and no future issuance will occur under them.

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

the Company settled 245,591 shares of these forward sale agreements for net proceeds of approximately $18.1 million, after deducting fees and expenses. During the year ended December 31, 2023, the Company has settled 6,117,768 shares of these forward sale agreements as of December 31, 2023 for net proceeds of approximately $415.4 million, after deducting fees and expense. The Company is required to settle the remaining outstanding shares of common stock under the 2022 ATM Program by January 2025. The Company had approximately $75.8 million of availability remaining under this program as of December 31, 2023.

Note 7 – Dividends and Distributions Payable

The Company declared dividends per common share of $2.919, $2.805 and $2.4056 during the years ended December 31, 2023, 2022 and 2021.

On December 12, 2023, the Company declared a dividend per common share of $0.247 per share for the month ended December 31, 2023. The holders of Operating Partnership Common Units are entitled to an equal distribution per Operating Partnership Unit held. The monthly common dividend for December 2023 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. The December 2023 dividends and distributions were recorded as a liability on the consolidated balance sheet as of December 31, 2023 and were paid on January 16, 2024.

The Company declared dividends on the Series A Preferred Shares of $1.0625 per Depositary Share during the year ended December 31, 2023 and 2022 and $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. The December 2023 dividend declared on the Series A Preferred Shares of $0.08854 per Depositary Share has been reflected as a reduction of stockholders’ equity and was recorded as a liability on the consolidated balance sheet as of December 31, 2023 and paid on January 2, 2024.

For federal income tax purposes, distributions paid have been characterized as follows:


For the Year Ended December 31,	****	2023^(1)^		****	2022		****	2021
Ordinary Income		$	2.498		$	2.518		$	2.398
Return of Capital			0.174			0.287			0.206
Total		$	2.672		$	2.805		$	2.604
(1)	The common dividend of $0.247 per common share, declared December 12, 2023 and paid January 16, 2024 will be considered a 2024 distribution for federal tax purposes and, therefore, has been excluded from the 2023 federal income tax characterization.
---	---

Note 8 – Income Taxes

Uncertain Tax Positions

The Company is subject to the provisions of FASB 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, 2019. 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, 2023, 2022 and 2021. F-27

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

Income Tax Expense

During the years ended December 31, 2023, 2022 and 2021, the Company recognized net federal and state income tax expense of approximately $2.9 million, $2.9 million and $2.4 million, respectively.

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.

2023 Hedge Activity

In June 2023, the Company entered into $350 million of forward starting interest rate swap agreements to hedge against variability in future cash flows resulting from changes in SOFR. The swaps exchange variable rate SOFR interest on $350 million of SOFR indexed debt to a weighted average fixed interest rate of 3.57% beginning August 1, 2023 through the maturity date of January 1, 2029. The swaps are designated to hedge the variable rate interest payments of the 2029 Unsecured Term Loan indexed to SOFR. As of December 31, 2023, these interest rate swaps were valued as a liability of approximately $1.3 million.

In December 2023, the Company entered into $150 million forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in SOFR. The swaps exchange variable rate SOFR interest on $150 million of SOFR indexed debt to a weighted average fixed interest rate of 3.60% beginning December 31, 2024 through the maturity date of December 31, 2034. The swaps are designated to hedge previously unhedged variable rate interest payments indexed to SOFR. As of December 31, 2023, these interest rate swaps were valued as a liability of approximately $3.2 million

2022 Settlements - Hedging 2022 Debt Issuances

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. In August 2022, the Company terminated the swap agreements upon the debt issuance, receiving $28.4 million upon termination. This settlement was included as a component of accumulated Other Comprehensive Income (“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 F-28

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

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.

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

Prior to May 2021, the Company had entered interest rate swap agreements to hedge against future cash flows on variable-rate borrowings. These interest rate swap agreements were settled in May 2021. 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. Details of the interest rate swaps and related terminations is as follows:

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 paid 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 paid 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 paid 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. F-29

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

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 paid 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 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.

Recognition

The Company recognizes 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 OCI.

Accumulated OCI relates to (i) the change in fair value of interest rate derivatives and (ii) realized gains or losses on settled derivative instruments. Amounts are reclassified out of accumulated OCI as an adjustment to interest expense for (i) realized gains or losses related to effective interest rate swaps and (ii) realized gains or losses on settled derivative instruments amortized over the term of the hedged debt transaction. During the next twelve months, the Company estimates that an additional $6.3 million will be reclassified as a decrease 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 Amount^1^
	December 31,	December 31,	December 31,		December 31,
Interest Rate Derivatives	2023	2022	2023		2022
Interest rate swap	6	—	$	500,000	$	—

(1) Number of Instruments and total Notional amounts disclosed includes all interest rate swap agreements outstanding at the balance sheet date, including forward-starting swaps prior to their effective date. F-30

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

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, 2023		December 31, 2022
Derivatives designated as cash flow hedges:
Other Assets, net	$	—	$	—


	Liability Derivatives
	December 31, 2023		December 31, 2022
Derivatives designated as cash flow hedges:
Accounts Payable, Accrued Expenses, and Other Liabilities	$	(4,501)	$	—

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, 2023, 2022 and 2021 (presented in thousands).


							Location of Accumulated OCI	Amount Reclassified from
	Amount of Income/(Loss) Recognized						Reclassified from Accumulated	Accumulated OCI as a
	in OCI on Derivative						OCI into Income	(Reduction)/Increase in Interest Expense
Year Ended December 31,	2023		2022		2021			2023		2022		2021
Interest rate swaps	$	(1,911)	$	29,881	$	14,958	Interest expense	$	(5,109)	$	(684)	$	15,973

							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, 2023.

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.

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.

As of December 31, 2023, the fair value of derivatives in a net liability position related to these agreements, which includes interest but excludes any adjustment for nonperformance risk was $4.1 million. The Company had no derivatives outstanding as of December 31, 2022. There was no offsetting of derivative assets or liabilities as of December 31, 2023 and December 31, 2022.

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 F-31

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

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

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, 2023, 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.

The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2023. (presented in thousands):


	****	Total Fair Value		****	Level 2
December 31, 2023
Derivative assets - interest rate swaps		$	—		$	—
Derivative liabilities - interest rate swaps		$	4,501		$	4,501

There were no such derivative assets or liabilities as of December 31, 2022.

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

Other Financial Instruments

The carrying values of cash and cash equivalents, cash held in escrow, accounts 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 its 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, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.

The Company determined that the valuation of its Unsecured Term Loan, Senior Unsecured Notes and Revolving Credit Facility are classified as Level 2 of the fair value hierarchy and its fixed rate mortgages are classified as Level 3 of the fair value hierarchy. The Senior Unsecured Notes had carrying values of $1.79 billion and $1.79 billion as of December 31, 2023 and 2022, respectively, and had fair values of approximately $1.60 billion and $1.54 billion, respectively. The Mortgage Notes Payable had carrying values of $42.8 million and $48.0 million as of December 31, 2023 and 2022, respectively, and had fair values of $41.2 million and $45.4 million as of those dates. The fair value of the Revolving Credit Facility and Unsecured Term Loan are estimated to be equal to the carrying value as they are variable rate debt.

Note 11 – Equity Incentive Plan

In May 2020, the Company’s stockholders approved the Agree Realty Corporation 2020 Omnibus Incentive Plan (the “2020 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. As of December 31, 2023, 169,809 shares of common stock were available for issuance under the 2020 Plan.

Restricted Stock - Employees

Restricted shares have been granted to certain employees which vest based on continued service to the Company.

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. Restricted share awards granted prior to 2023 vest over a five-year period while awards granted in 2023 vest over a three-year period.

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 over the appropriate vesting period. The Company used 0% for the forfeiture rate for determining the fair value of restricted stock. The Company recognized expense related to restricted share grants of $4.6 million, $3.9 million and $3.5 million for the year ended December 2023, 2022 and 2021, respectively.

As of December 31, 2023, there was $9.6 million of total unrecognized compensation costs related to the outstanding restricted shares, which is expected to be recognized over a weighted average period of 2.4 years. The intrinsic value of restricted shares redeemed was $2.7 million, $1.9 million and $1.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. F-33

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

Restricted share activity is summarized as follows:


	****	Shares	****	Weighted Average
		Outstanding		Grant Date
		(in thousands)		Fair Value
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

Restricted stock granted		81		$	63.10
Restricted stock vested		(63)		$	60.84
Restricted stock forfeited		(10)		$	65.12
Unvested restricted stock at December 31, 2022		183		$	65.46

Restricted stock granted		82		$	73.15
Restricted stock vested		(56)		$	63.95
Restricted stock forfeited		(15)		$	69.12
Unvested restricted stock at December 31, 2023		194		$	68.85

Performance Units and Shares

Performance shares were granted to certain executive officers prior to 2019, while performance units were granted beginning in 2019. Performance units or shares are subject to a three-year performance period, following the conclusion of which shares awarded are to be determined by the Company’s total shareholder return (“TSR”) compared to the constituents of the MSCI US REIT Index and a defined peer group. Fifty percent of the award is based upon the TSR percentile rank versus the constituents in the MSCI US REIT Index for the three-year performance period; and fifty percent of the award is based upon TSR percentile rank versus a specified net lease peer group for the three-year performance period. For performance units and shares granted prior to 2023, 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. Performance units granted in 2023 vest following the conclusion of the performance period such that all units will vest three years from the original award date.

The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model. For the performance units and shares granted prior to 2023, compensation expense is amortized on an attribution method over a five-year period. For performance units granted in 2023, compensation expense is amortized on a straight-line basis over a three-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-34

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

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.

The following assumptions were used when determining the grant date fair value:


	2023		2022		2021
Expected term (years)	2.9		2.9		2.9
Volatility	23.6	%	33.5	%	33.9	%
Risk-free rate	4.4	%	1.8	%	0.2	%

The Company recognized expense related to performance units and shares for which the three-year performance period had not yet been completed of $2.2 million, $1.5 million and $1.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, there was $4.4 million of total unrecognized compensation costs related to 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 2.2 years.

The Company recognized expense related to performance units and shares for which the three-year performance period was completed, however the shares have not yet vested, of $0.5 million, $0.4 million and $0.2 million for the years ending December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, there was $0.2 million of total unrecognized compensation costs related to performance units and shares for which the three-year performance period has been completed, however the shares have not yet vested, which is expected to be recognized over a weighted average period of 0.9 years.

Performance unit and share activity is summarized as follows:


	****	Target Number	****	Weighted Average
		of Awards		Grant Date
		(in thousands)		Fair Value
Performance units and shares at December 31, 2020 - three-year performance period to be completed		87		$	69.61

Performance units granted		43		$	63.42
Performance shares - 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		$	72.13

Performance units granted		34		$	68.59
Performance shares - three-year performance period completed		(27)		$	66.96
Performance units at December 31, 2022 - three-year performance period to be completed		85		$	72.27

Performance units granted		47		$	80.34
Performance shares - three-year performance period completed		(21)		$	90.17
Performance units at December 31, 2023 - three-year performance period to be completed		111		$	72.14

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	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023


	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

Shares earned at completion of three-year performance period ^(2)^	28		$	66.96
Shares vested	(23)		$	59.91
Performance units and shares - three-year performance period completed but not yet vested at December 31, 2022	32		$	61.91

Shares earned at completion of three-year performance period ^(3)^	33		$	90.17
Shares vested	(34)		$	69.73
Performance units and shares - three-year performance period completed but not yet vested at December 31, 2023	31		$	83.40

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

(2)Performance units granted in 2019 for which the three-year performance period was completed in 2022 paid out at the 106% performance level

(3)Performance units granted in 2020 for which the three-year performance period was completed in 2023 paid out at the 150% performance level

Restricted Stock - Directors

Beginning in 2022, the Company granted restricted shares to non-employee directors which vest over the calendar year, commensurate with the board members’ annual services to the Company.

During the year ended December 31, 2023, 14,535 restricted shares were granted to independent members of the Company’s board of directors at a weighted average grant date fair value of $73.27 per share. During the year ended December 31, 2022, 10,636 restricted shares were granted to independent members of the Company’s board of directors at a weighted average grant date fair value of $62.62 per share.

The Company estimates the fair value of board members’ restricted share grants at the date of grant and amortizes those amounts into expense on a straight-line basis over the one-year vesting period. The Company recognized expense relating to restricted share grants to the board members of $1.1 million and $0.7 million for the years ended December 31, 2023 and 2022, respectively. F-36

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Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2023

The Company used 0% for the forfeiture rate for determining the fair value of this restricted stock.

Note 12 – Commitments and Contingencies

In the ordinary course of business, the Company is party to various legal actions which the Company considers to be routine in nature and incidental to the operation of our business. The Company 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, 2023 through the date on which these financial statements were issued to determine whether any of these events required adjustment to or 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, 2023


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			8,812,548			7,379			11,053,156			11,060,535			2,272,371		1978		40 Years
Grayling Plaza, MI			—			200,000			1,778,657			143,997			200,000			1,922,654			2,122,654			1,724,964		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			1,145,506		1995		40 Years
Monroeville, PA			—			6,332,158			2,249,724			(2,037,769)			3,153,890			3,390,223			6,544,113			1,650,097		1996		40 Years
Boynton Beach, FL			—			1,534,942			2,043,122			5,286,734			3,103,943			5,760,855			8,864,798			2,610,637		1996		40 Years
Chesterfield Township, MI			—			1,350,590			1,757,830			(46,165)			1,350,590			1,711,666			3,062,256			1,091,769		1998		40 Years
Mt Pleasant Shopping Ctr, MI			—			907,600			8,081,968			11,498,547			1,874,745			18,613,370			20,488,115			6,112,090		1998		40 Years
Rochester, MI			—			2,438,740			2,188,050			23,358			2,438,740			2,211,408			4,650,148			1,343,197		1999		40 Years
Ypsilanti, MI			—			2,050,000			2,222,097			(3,494,709)			777,388			—			777,388			—		1999
Petoskey, MI			—			—			2,332,473			2,020,905			2,015,626			2,337,752			4,353,378			1,380,859		2000		40 Years
Flint, MI			—			1,477,680			2,241,293			99,920			1,477,680			2,341,213			3,818,893			1,300,396		2001		40 Years
New Baltimore, MI			—			1,250,000			2,285,781			9,231			1,250,000			2,295,012			3,545,012			1,271,626		2001		40 Years
Flint, MI			1,435,925			1,729,851			1,798,091			660			1,729,851			1,798,751			3,528,602			976,159		2002		40 Years
Indianapolis, IN			—			180,000			1,117,617			108,551			180,000			1,226,168			1,406,168			655,638		2002		40 Years
Canton Twp, MI			—			1,550,000			2,132,096			23,021			1,550,000			2,155,117			3,705,117			1,081,996		2003		40 Years
Flint, MI			1,664,211			1,537,400			1,961,674			—			1,537,400			1,961,674			3,499,074			972,744		2004		40 Years
Albion, NY			—			1,900,000			3,037,864			—			1,900,000			3,037,864			4,937,864			1,452,484		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			1,032,131		2004		40 Years
Boynton Beach, FL			—			1,569,000			2,363,524			2,374,403			—			6,306,927			6,306,927			1,805,635		2004		40 Years
Roseville, MI			—			1,771,000			2,327,052			395			1,771,000			2,327,447			4,098,447			1,054,534		2005		40 Years
Mt Pleasant, MI			—			1,075,000			1,432,390			4,787			1,075,000			1,437,177			2,512,177			649,708		2005		40 Years
N Cape May, NJ			—			1,075,000			1,430,092			495			1,075,000			1,430,587			2,505,587			646,740		2005		40 Years
Summit Twp, MI			—			998,460			1,336,357			12,686			998,460			1,349,043			2,347,503			583,592		2006		40 Years
Barnesville, GA			—			932,500			2,091,514			5,490			932,500			2,097,004			3,029,504			849,693		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			1,041,093		2009		40 Years
Southfield, MI			1,483,000			1,200,000			125,616			2,063			1,200,000			127,679			1,327,679			45,345		2009		40 Years
Atchison, KS			—			943,750			3,021,672			—			823,170			3,142,252			3,965,422			1,059,002		2010		40 Years
Johnstown, OH			—			485,000			2,799,503			—			485,000			2,799,503			3,284,503			944,833		2010		40 Years
Lake in the Hills, IL			—			2,135,000			3,328,560			—			1,690,000			3,773,560			5,463,560			1,268,016		2010		40 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			13,918			700,000			1,916,109			2,616,109			624,322		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			—			1,482,461			—			—			1,482,461			1,482,461			483,341		2010		40 Years
Wilmington, NC			2,186,000			1,500,000			1,348,591			—			1,500,000			1,348,591			2,848,591			432,674		2011		40 Years
Marietta, GA			900,000			575,000			696,297			6,359			575,000			702,656			1,277,656			219,503		2011		40 Years
Baltimore, MD			2,534,000			2,610,430			—			27,619			2,638,049			—			2,638,049			—		2011
Dallas, TX			1,844,000			701,320			778,905			1,042,730			701,320			1,821,635			2,522,955			554,603		2011		40 Years
Chandler, AZ			—			332,868			793,898			360			332,868			794,258			1,127,126			243,279		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			1,141,835		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			612,522		2011		40 Years
Leawood, KS			—			989,622			3,003,541			16,196			989,621			3,019,738			4,009,359			905,919		2011		40 Years
Salt Lake City, UT			—			—			6,810,104			(44,416)			—			6,765,688			6,765,688			2,065,178		2011		40 Years
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			395,377		2012		40 Years
Walker, MI			887,000			219,200			1,024,738			—			219,200			1,024,738			1,243,938			301,016		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			590,448		2012		40 Years
Baton Rouge, LA			—			—			1,188,322			—			—			1,188,322			1,188,322			344,118		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			869,534		2012		40 Years
Newark, DE			—			2,117,547			4,777,516			(4,881)			2,117,547			4,772,635			6,890,182			1,367,224		2012		40 Years
Vineland, NJ			—			4,102,710			1,501,854			43,977			4,125,289			1,523,251			5,648,540			433,097		2012		40 Years
Fort Mill, SC			—			750,000			1,187,380			—			750,000			1,187,380			1,937,380			338,897		2012		40 Years
Spartanburg, SC			—			250,000			765,714			4,387			250,000			770,101			1,020,101			220,604		2012		40 Years
Springfield, IL			—			302,520			653,654			49,741			302,520			703,395			1,005,915			199,519		2012		40 Years
Jacksonville, NC			—			676,930			1,482,748			—			676,930			1,482,748			2,159,678			421,986		2012		40 Years
Morrow, GA			—			525,000			1,383,489			(99,850)			525,000			1,283,640			1,808,640			361,649		2012		40 Years
Charlotte, NC			—			1,822,900			3,531,275			(570,844)			1,822,900			2,960,431			4,783,331			828,917		2012		40 Years
Lyons, GA			—			121,627			2,155,635			(103,392)			121,627			2,052,243			2,173,870			585,393		2012		40 Years
Fuquay-Varina, NC			—			2,042,225			1,763,768			(255,778)			2,042,225			1,507,990			3,550,215			418,372		2012		40 Years
Minneapolis, MN			—			1,088,015			345,958			71,142			826,635			678,480			1,505,115			50,886		2012		40 Years
Lake Zurich, IL			—			780,974			7,909,277			46,509			780,974			7,955,786			8,736,760			2,196,232		2012		40 Years
Harlingen, TX			—			430,000			1,614,378			12,854			430,000			1,627,232			2,057,232			447,487		2012		40 Years
Pensacola, FL			—			650,000			1,165,415			23,957			650,000			1,189,372			1,839,372			325,202		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			49,219			377,620			7,688,740			8,066,360			2,086,224		2013		40 Years

F-38

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Statham, GA			—			191,919			3,851,073			—			191,919			3,851,073			4,042,992			1,051,020		2013		40 Years
North Las Vegas, NV			—			214,552			717,435			28,999			214,552			746,434			960,986			203,268		2013		40 Years
Memphis, TN			—			322,520			748,890			—			322,520			748,890			1,071,410			202,828		2013		40 Years
Rancho Cordova, CA			—			1,339,612			—			4,463			1,074,612			269,463			1,344,075			269,016		2013		40 Years
Kissimmee, FL			—			1,453,500			971,683			656			1,454,156			971,683			2,425,839			261,141		2013		40 Years
Pinellas Park, FL			—			2,625,000			874,542			4,163			2,625,000			878,705			3,503,705			232,419		2013		40 Years
Manchester, CT			—			397,800			325,705			—			397,800			325,705			723,505			86,856		2013		40 Years
Rapid City, SD			—			1,017,800			2,348,032			1,379			1,017,800			2,349,411			3,367,211			624,086		2013		40 Years
Chicago, IL			—			272,222			649,063			93,052			272,222			742,115			1,014,337			184,110		2013		40 Years
Brooklyn, OH			—			3,643,700			15,079,714			953,195			3,643,700			16,032,909			19,676,609			4,179,748		2013		40 Years
Madisonville, TX			—			96,680			1,087,642			18,200			96,680			1,105,842			1,202,522			290,889		2013		40 Years
Forest, MS			—			—			1,298,176			99,848			—			1,398,024			1,398,024			362,344		2013		40 Years
Sun Valley, NV			—			308,495			1,373,336			(51,008)			253,495			1,377,328			1,630,823			355,739		2013		40 Years
Rochester, NY			—			2,500,000			7,398,639			2,017			2,500,000			7,400,656			9,900,656			1,904,020		2013		40 Years
Allentown, PA			—			2,525,051			7,896,613			672,368			2,525,051			8,568,981			11,094,032			2,210,050		2013		40 Years
Casselberry, FL			—			1,804,000			793,101			(2,906)			1,804,000			790,195			2,594,195			206,210		2013		40 Years
Berwyn, IL			—			186,791			933,959			62,586			186,792			996,544			1,183,336			247,310		2013		40 Years
Grand Forks, ND			—			1,502,609			2,301,337			1,801,028			1,502,609			4,102,365			5,604,974			1,035,180		2013		40 Years
Ann Arbor, MI			—			3,000,000			4,595,757			277,040			3,000,000			4,872,797			7,872,797			1,227,727		2013		40 Years
Joplin, MO			—			1,208,225			1,160,843			—			1,208,225			1,160,843			2,369,068			295,046		2013		40 Years
Red Bay, AL			—			38,981			2,528,437			3,856			38,981			2,532,293			2,571,274			580,303		2014		40 Years
Birmingham, AL			—			230,106			231,313			(297)			230,106			231,016			461,122			52,461		2014		40 Years
Birmingham, AL			—			245,234			251,339			(324)			245,234			251,015			496,249			57,003		2014		40 Years
Birmingham, AL			—			98,271			179,824			—			98,271			179,824			278,095			40,836		2014		40 Years
Birmingham, AL			—			235,641			127,477			(313)			235,641			127,164			362,805			28,878		2014		40 Years
Montgomery, AL			—			325,389			217,850			—			325,389			217,850			543,239			49,471		2014		40 Years
Littleton, CO			4,622,391			819,000			8,756,266			(3,879,591)			819,000			4,876,675			5,695,675			1,716,171		2014		40 Years
St Petersburg, FL			—			1,225,000			1,025,247			6,592			1,225,000			1,031,839			2,256,839			251,233		2014		40 Years
St Augustine, FL			—			200,000			1,523,230			—			200,000			1,523,230			1,723,230			352,247		2014		40 Years
East Palatka, FL			—			730,000			575,236			6,911			730,000			582,147			1,312,147			134,580		2014		40 Years
Pensacola, FL			—			136,365			398,773			—			136,365			398,773			535,138			90,555		2014		40 Years
Fort Oglethorpe, GA			—			1,842,240			2,844,126			20,442			1,842,240			2,864,568			4,706,808			711,569		2014		40 Years
New Lenox, IL			—			2,010,000			6,206,252			107,873			2,010,000			6,314,125			8,324,125			1,450,218		2014		40 Years
Rockford, IL			—			303,395			2,436,873			(15,000)			303,395			2,421,873			2,725,268			561,558		2014		40 Years
Terre Haute, IN			—			103,147			2,477,263			32,376			103,147			2,509,639			2,612,786			563,391		2014		40 Years
Junction City, KS			—			78,271			2,504,294			(30,565)			78,271			2,473,729			2,552,000			563,338		2014		40 Years
Baton Rouge, LA			—			226,919			347,691			—			226,919			347,691			574,610			78,955		2014		40 Years
Lincoln Park, MI			—			543,303			1,408,544			335,350			543,303			1,743,894			2,287,197			386,942		2014		40 Years
Novi, MI			—			1,803,857			1,488,505			22,490			1,803,857			1,510,995			3,314,852			339,939		2014		40 Years
Jackson, MS			—			256,789			172,184			—			256,789			172,184			428,973			39,100		2014		40 Years
Irvington, NJ			—			315,000			1,313,025			—			315,000			1,313,025			1,628,025			320,048		2014		40 Years
Toledo, OH			—			500,000			1,372,363			(12)			500,000			1,372,351			1,872,351			334,510		2014		40 Years
Toledo, OH			—			213,750			754,675			—			213,750			754,675			968,425			177,663		2014		40 Years
Toledo, OH			—			168,750			785,000			16,477			168,750			801,477			970,227			188,510		2014		40 Years
Mansfield, OH			—			306,000			725,600			—			306,000			725,600			1,031,600			170,818		2014		40 Years
Orrville, OH			—			344,250			716,600			—			344,250			716,600			1,060,850			168,699		2014		40 Years
Calcutta, OH			—			208,050			758,750			1,462			208,050			760,212			968,262			178,895		2014		40 Years
Columbus, OH			—			—			1,136,250			1,593,792			1,590,997			1,139,045			2,730,042			265,545		2014		40 Years
Tulsa, OK			—			459,148			640,550			(13,336)			459,148			627,214			1,086,362			154,843		2014		40 Years
Ligonier, PA			—			330,000			5,021,849			(9,500)			330,000			5,012,349			5,342,349			1,180,479		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			327,956		2014		40 Years
Anderson, SC			—			781,200			4,441,535			261,623			775,732			4,708,627			5,484,359			1,190,866		2014		40 Years
Easley, SC			—			332,275			268,612			—			332,275			268,612			600,887			60,998		2014		40 Years
Spartanburg, SC			—			141,307			446,706			—			141,307			446,706			588,013			101,440		2014		40 Years
Spartanburg, SC			—			94,770			261,640			—			94,770			261,640			356,410			59,414		2014		40 Years
Columbia, SC			—			303,932			1,221,964			(13,830)			303,932			1,208,134			1,512,066			274,947		2014		40 Years
Alcoa, TN			—			329,074			270,719			—			329,074			270,719			599,793			61,476		2014		40 Years
Knoxville, TN			—			214,077			286,037			—			214,077			286,037			500,114			64,955		2014		40 Years
Red Bank, TN			—			229,100			302,146			—			229,100			302,146			531,246			68,611		2014		40 Years
New Tazewell, TN			—			91,006			328,561			29,311			91,006			357,872			448,878			76,869		2014		40 Years
Maryville, TN			—			94,682			1,529,621			85,861			94,682			1,615,482			1,710,164			358,860		2014		40 Years
Morristown, TN			—			46,404			801,506			4,990			46,404			806,496			852,900			181,453		2014		40 Years
Clinton, TN			—			69,625			1,177,927			11,564			69,625			1,189,491			1,259,116			267,624		2014		40 Years
Knoxville, TN			—			160,057			2,265,025			226,291			160,057			2,491,316			2,651,373			569,414		2014		40 Years
Sweetwater, TN			—			79,100			1,009,290			6,740			79,100			1,016,030			1,095,130			228,595		2014		40 Years
McKinney, TX			—			2,671,020			6,785,815			100,331			2,671,020			6,886,146			9,557,166			1,648,347		2014		40 Years
Forest Va			—			282,600			956,027			—			282,600			956,027			1,238,627			227,055		2014		40 Years
Colonial Heights, VA			—			547,692			1,059,557			(5,963)			547,692			1,053,594			1,601,286			239,257		2014		40 Years
Glen Allen, VA			—			590,101			1,129,495			(19,367)			577,601			1,122,628			1,700,229			254,934		2014		40 Years
Burlington, WA			—			610,000			3,647,279			(4,602)			610,000			3,642,677			4,252,677			828,580		2014		40 Years
Wausau, WI			—			909,092			1,405,899			86,763			909,092			1,492,662			2,401,754			353,238		2014		40 Years
Foley AL			—			305,332			506,203			9,380			305,332			515,583			820,915			116,504		2015		40 Years

F-39

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Sulligent, AL			—			58,803			1,085,906			(432,709)			58,803			653,197			712,000			191,562		2015		40 Years
Eutaw, AL			—			103,746			1,212,006			(377,526)			103,746			834,480			938,226			226,208		2015		40 Years
Tallassee, AL			—			154,437			850,448			51,460			154,437			901,909			1,056,346			192,136		2015		40 Years
Orange Park, AL			—			649,652			1,775,000			9,664			649,652			1,784,664			2,434,316			371,241		2015		40 Years
Pace, FL			—			37,860			524,400			6,970			37,860			531,370			569,230			118,655		2015		40 Years
Pensacola, FL			—			309,607			775,084			(25)			309,607			775,059			1,084,666			172,584		2015		40 Years
Freeport, FL			—			312,615			1,277,386			—			312,615			1,277,386			1,590,001			271,445		2015		40 Years
Albany, GA			—			47,955			641,123			—			47,955			641,123			689,078			140,165		2015		40 Years
Belvidere, IL			—			184,136			644,492			—			184,136			644,492			828,628			140,870		2015		40 Years
Peru, IL			—			380,254			2,125,498			—			380,254			2,125,498			2,505,752			438,384		2015		40 Years
Davenport, IA			—			776,366			6,623,542			880,195			776,366			7,503,737			8,280,103			1,421,810		2015		40 Years
Buffalo Center, IA			—			159,353			700,460			—			159,353			700,460			859,813			147,389		2015		40 Years
Sheffield, IA			—			131,794			729,543			—			131,794			729,543			861,337			153,508		2015		40 Years
Lenexa, KS			—			303,175			2,186,864			—			303,175			2,186,864			2,490,039			437,373		2015		40 Years
Tompkinsville , KY			—			70,252			1,132,033			(164,520)			70,252			967,513			1,037,765			247,617		2015		40 Years
Hazard, KY			—			8,392,841			13,731,648			(16,857)			8,375,591			13,732,041			22,107,632			2,746,404		2015		40 Years
Portland, MA			—			—			3,831,860			3,172			—			3,835,032			3,835,032			814,905		2015		40 Years
Flint, MI			—			120,078			2,561,015			20,489			120,078			2,581,505			2,701,583			516,301		2015		40 Years
Hutchinson, MN			—			67,914			720,799			—			67,914			720,799			788,713			151,668		2015		40 Years
Lowry City, MO			—			103,202			614,065			—			103,202			614,065			717,267			130,489		2015		40 Years
Branson, MO			—			564,066			940,585			175			564,066			940,760			1,504,826			192,071		2015		40 Years
Branson, MO			—			721,135			717,081			(4,069)			721,135			713,013			1,434,148			146,521		2015		40 Years
Enfield, NH			—			93,628			1,295,320			60,029			93,628			1,355,349			1,448,977			298,831		2015		40 Years
Marietta, OH			—			319,157			1,225,026			—			319,157			1,225,026			1,544,183			267,916		2015		40 Years
Franklin, OH			—			264,153			1,191,777			—			264,153			1,191,777			1,455,930			255,736		2015		40 Years
Elyria, OH			—			82,023			910,404			—			82,023			910,404			992,427			193,461		2015		40 Years
Elyria, OH			—			126,641			695,072			—			126,641			695,072			821,713			147,703		2015		40 Years
Bedford Heights, OH			—			226,920			959,528			21,901			226,920			981,428			1,208,348			207,800		2015		40 Years
Newburgh Heights, OH			—			224,040			959,099			—			224,040			959,099			1,183,139			201,810		2015		40 Years
Warrensville Heights, OH			—			186,209			920,496			4,900			186,209			925,396			1,111,605			197,158		2015		40 Years
Heath, OH			—			325,381			757,994			135			325,381			758,129			1,083,510			154,784		2015		40 Years
Lima, OH			—			335,386			592,154			2,834			335,386			594,987			930,373			119,233		2015		40 Years
Elk City, OK			—			45,212			1,242,220			—			45,212			1,242,220			1,287,432			266,559		2015		40 Years
Salem, OR			—			1,450,000			2,951,167			1,346,640			1,450,000			4,297,807			5,747,807			859,571		2015		40 Years
Westfield, PA			—			47,346			1,117,723			12,109			47,346			1,129,832			1,177,178			251,625		2015		40 Years
Altoona, PA			—			555,903			9,489,791			1,017			555,903			9,490,808			10,046,711			1,957,464		2015		40 Years
Grindstone, PA			—			288,246			500,379			93,063			288,246			593,442			881,688			105,809		2015		40 Years
Liberty, SC			—			27,929			1,222,856			90			27,929			1,222,946			1,250,875			267,431		2015		40 Years
Blacksburg, SC			—			27,547			1,468,101			—			27,547			1,468,101			1,495,648			318,089		2015		40 Years
Easley, SC			—			51,325			1,187,506			—			51,325			1,187,506			1,238,831			254,819		2015		40 Years
Fountain Inn, SC			—			107,633			1,076,633			—			107,633			1,076,633			1,184,266			231,027		2015		40 Years
Walterboro, SC			—			21,414			1,156,820			—			21,414			1,156,820			1,178,234			248,234		2015		40 Years
Jackson, TN			—			277,000			495,103			102,685			277,000			597,788			874,788			112,221		2015		40 Years
Brenham, TX			—			355,486			17,280,895			581			355,486			17,281,476			17,636,962			3,744,281		2015		40 Years
Corpus Christi, TX			—			316,916			2,140,056			13,083			316,916			2,153,139			2,470,055			446,390		2015		40 Years
Harlingen, TX			—			126,102			869,779			12,681			126,102			882,460			1,008,562			182,683		2015		40 Years
Midland, TX			—			194,174			5,005,720			2,000			194,174			5,007,720			5,201,894			1,032,817		2015		40 Years
Rockwall, TX			—			578,225			1,768,930			210			578,225			1,769,140			2,347,365			353,824		2015		40 Years
Princeton, WV			—			111,653			1,029,090			—			111,653			1,029,090			1,140,743			225,051		2015		40 Years
Martinsburg, WV			—			620,892			943,163			16,127			620,892			959,290			1,580,182			189,125		2015		40 Years
Grand Chute, WI			—			2,766,417			7,084,942			997,204			2,766,417			8,082,146			10,848,563			1,631,880		2015		40 Years
New Richmond, WI			—			71,969			648,850			—			71,969			648,850			720,819			137,881		2015		40 Years
Baraboo, WI			—			142,563			653,176			—			142,563			653,176			795,739			137,439		2015		40 Years
Decatur, AL			—			337,738			510,706			—			337,739			510,706			848,445			91,501		2016		40 Years
Greenville, AL			—			203,722			905,780			9,912			203,723			915,691			1,119,414			160,203		2016		40 Years
Bullhead City, AZ			—			177,501			1,364,406			—			177,501			1,364,406			1,541,907			264,341		2016		40 Years
Page, AZ			—			256,983			1,299,283			—			256,983			1,299,283			1,556,266			251,736		2016		40 Years
Safford, AZ			—			349,269			1,196,307			676			349,269			1,196,983			1,546,252			221,734		2016		40 Years
Tucson, AZ			—			3,208,580			4,410,679			(8,268)			3,208,580			4,402,411			7,610,991			826,640		2016		40 Years
Bentonville, AR			—			610,926			897,562			170			610,926			897,732			1,508,658			173,960		2016		40 Years
Sunnyvale, CA			—			7,351,903			4,638,432			193			7,351,903			4,638,626			11,990,529			879,261		2016		40 Years
Whittier, CA			—			4,237,918			7,343,869			—			4,237,918			7,343,869			11,581,787			1,392,275		2016		40 Years
Aurora, CO			—			847,349			834,301			26,405			847,349			860,706			1,708,055			147,609		2016		40 Years
Aurora, CO			—			1,132,676			5,716,367			298,991			1,132,676			6,015,358			7,148,034			1,050,051		2016		40 Years
Evergreen, CO			—			1,998,860			3,827,245			—			1,998,860			3,827,245			5,826,105			725,582		2016		40 Years
Lakeland, FL			—			61,000			1,227,037			—			61,000			1,227,037			1,288,037			219,844		2016		40 Years
Mt Dora, FL			—			1,678,671			3,691,615			639,524			1,678,671			4,331,140			6,009,811			806,411		2016		40 Years
North Miami Beach, FL			—			1,622,742			512,717			11,241			1,622,742			523,957			2,146,699			91,615		2016		40 Years
Orlando, FL			—			903,411			1,627,159			(24,844)			903,411			1,602,316			2,505,727			293,677		2016		40 Years
Port Orange, FL			—			1,493,863			3,114,697			694,235			1,493,863			3,808,932			5,302,795			662,988		2016		40 Years
Royal Palm Beach, FL			—			2,052,463			956,768			36,974			2,052,463			993,743			3,046,206			183,256		2016		40 Years
Sarasota, FL			—			1,769,175			3,587,992			711,294			1,769,175			4,299,285			6,068,460			742,825		2016		40 Years
Venice, FL			—			281,936			1,291,748			124,338			281,936			1,416,086			1,698,022			241,929		2016		40 Years

F-40

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
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			41,405		2016		40 Years
Crystal Lake, IL			—			2,446,521			7,012,819			409,198			2,446,521			7,422,017			9,868,538			1,298,053		2016		40 Years
Glenwood, IL			—			815,483			970,108			—			815,483			970,108			1,785,591			173,811		2016		40 Years
Morris, IL			—			1,206,749			2,062,495			—			1,206,749			2,062,495			3,269,244			391,015		2016		40 Years
Bicknell, IN			—			215,037			2,381,471			—			215,037			2,381,471			2,596,508			436,515		2016		40 Years
Fort Wayne, IN			—			711,430			1,258,357			(5,562)			711,430			1,252,794			1,964,224			248,233		2016		40 Years
Indianapolis, IN			—			734,434			970,175			126,370			734,434			1,096,546			1,830,980			188,953		2016		40 Years
Des Moines, IA			—			322,797			1,374,153			—			322,797			1,374,153			1,696,950			260,517		2016		40 Years
Frankfort, KY			—			—			514,277			—			514,277			—			514,277			—		2016
DeRidder, LA			—			814,891			2,156,542			10,536			814,891			2,167,078			2,981,969			405,380		2016		40 Years
Lake Charles, LA			—			1,308,418			4,235,719			5,761			1,308,418			4,241,480			5,549,898			750,977		2016		40 Years
Shreveport, LA			—			891,872			2,058,257			—			891,872			2,058,257			2,950,129			385,933		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			129,271		2016		40 Years
Stephenson, MI			—			223,152			1,044,947			270			223,152			1,045,217			1,268,369			182,911		2016		40 Years
Sterling, MI			—			127,844			905,607			25,464			127,844			931,071			1,058,915			166,633		2016		40 Years
Eagle Bend, MN			—			96,558			1,165,437			—			96,558			1,165,437			1,261,995			211,187		2016		40 Years
Brandon, MS			—			428,464			969,346			—			428,464			969,346			1,397,810			185,791		2016		40 Years
Clinton, MS			—			370,264			1,057,143			—			370,264			1,057,143			1,427,407			202,619		2016		40 Years
Columbus, MS			—			1,103,458			2,128,089			(2,105)			1,103,458			2,125,984			3,229,442			419,486		2016		40 Years
Holly Springs, MS			—			413,316			952,574			—			413,316			952,574			1,365,890			178,500		2016		40 Years
Jackson, MS			—			242,796			963,188			—			242,796			963,188			1,205,984			184,611		2016		40 Years
Jackson, MS			—			732,944			2,862,813			33,902			732,944			2,896,715			3,629,659			527,212		2016		40 Years
Meridian, MS			—			396,329			1,152,729			—			396,329			1,152,729			1,549,058			220,921		2016		40 Years
Pearl, MS			—			299,839			616,351			7,355			299,839			623,706			923,545			109,099		2016		40 Years
Ridgeland, MS			—			407,041			864,498			—			407,041			864,498			1,271,539			165,696		2016		40 Years
Bowling Green, MO			—			360,201			2,809,170			5,000			360,201			2,814,170			3,174,371			509,438		2016		40 Years
St Robert, MO			—			394,859			1,305,366			24,332			394,859			1,329,699			1,724,558			234,988		2016		40 Years
Beatty, NV			—			198,928			1,265,084			8,051			198,928			1,273,135			1,472,063			230,649		2016		40 Years
Alamogordo, NM			—			654,965			2,716,166			4,436			654,965			2,720,602			3,375,567			493,799		2016		40 Years
Alamogordo, NM			—			524,763			941,615			7,521			524,763			949,137			1,473,900			168,038		2016		40 Years
Alcalde, NM			—			435,486			836,499			—			435,486			836,499			1,271,985			146,387		2016		40 Years
Cimarron, NM			—			345,693			1,236,437			7,613			345,693			1,244,050			1,589,743			220,262		2016		40 Years
La Luz, NM			—			487,401			835,455			—			487,401			835,455			1,322,856			147,945		2016		40 Years
Fayetteville, NC			—			1,267,529			2,527,462			16,898			1,267,529			2,544,359			3,811,888			450,399		2016		40 Years
Gastonia, NC			—			401,119			979,803			1,631			401,119			981,434			1,382,553			173,796		2016		40 Years
Devils Lake, ND			—			323,508			1,133,773			955			323,508			1,134,728			1,458,236			207,639		2016		40 Years
Cambridge, OH			—			168,717			1,113,232			209,761			168,717			1,322,993			1,491,710			219,098		2016		40 Years
Columbus, OH			—			1,109,044			1,291,313			—			1,109,044			1,291,313			2,400,357			242,055		2016		40 Years
Grove City, OH			—			334,032			176,274			—			334,032			176,274			510,306			33,037		2016		40 Years
Lorain, OH			—			808,162			1,390,481			10,000			808,162			1,400,481			2,208,643			273,406		2016		40 Years
Reynoldsburg, OH			—			843,336			1,197,966			—			843,336			1,197,966			2,041,302			224,567		2016		40 Years
Springfield, OH			—			982,451			3,957,512			39,639			982,451			3,997,151			4,979,602			776,325		2016		40 Years
Ardmore, OK			—			571,993			1,590,151			—			571,993			1,590,151			2,162,144			301,467		2016		40 Years
Dillon, SC			—			85,896			1,697,160			—			85,896			1,697,160			1,783,056			335,896		2016		40 Years
Jasper, TN			—			190,582			966,125			6,888			190,582			973,013			1,163,595			170,254		2016		40 Years
Carthage, TX			—			597,995			1,965,290			27,357			597,995			1,992,647			2,590,642			369,784		2016		40 Years
Cedar Park, TX			—			1,386,802			4,656,229			758,023			1,410,827			5,390,227			6,801,054			1,080,380		2016		40 Years
Granbury, TX			—			944,223			2,362,540			—			944,223			2,362,540			3,306,763			442,984		2016		40 Years
Hemphill, TX			—			250,503			1,955,918			321,886			250,503			2,277,804			2,528,307			370,926		2016		40 Years
Lampasas, TX			—			245,312			1,063,701			45,198			245,312			1,108,898			1,354,210			209,409		2016		40 Years
Lubbock, TX			—			1,501,556			2,341,031			—			1,501,556			2,341,031			3,842,587			438,953		2016		40 Years
Odessa, TX			—			921,043			2,434,384			5,614			921,043			2,439,999			3,361,042			457,310		2016		40 Years
Port Arthur, TX			—			1,889,732			8,121,417			503,893			1,889,732			8,625,310			10,515,042			1,535,836		2016		40 Years
Provo, UT			—			1,692,785			5,874,584			43,650			1,692,785			5,918,234			7,611,019			1,106,644		2016		40 Years
Tappahannock, VA			—			1,076,745			14,904			—			1,076,745			14,904			1,091,649			2,767		2016		40 Years
Manitowoc, WI			—			879,237			4,467,960			1,312			879,237			4,469,273			5,348,510			819,035		2016		40 Years
Oak Creek, WI			—			487,277			3,082,180			434,881			487,277			3,517,060			4,004,337			666,839		2016		40 Years
Oxford, AL			—			148,407			641,820			—			148,407			641,820			790,227			106,942		2017		40 Years
Oxford, AL			—			255,786			7,273,871			146,792			255,786			7,420,663			7,676,449			1,229,775		2017		40 Years
Oxford, AL			—			24,875			600,936			(15,612)			24,875			585,324			610,199			98,762		2017		40 Years
Jonesboro, AR			—			3,656,554			3,219,456			11,058			3,656,554			3,230,514			6,887,068			504,225		2017		40 Years
Lowell, AR			—			949,519			1,435,056			10,229			949,519			1,445,285			2,394,804			216,729		2017		40 Years
Southington, CT			—			1,088,181			1,287,837			185,818			1,088,181			1,473,655			2,561,836			229,993		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			29,662			2,298,885			2,924,226			5,223,111			445,642		2017		40 Years
Orange Park, FL			—			214,858			2,304,095			—			214,858			2,304,095			2,518,953			374,390		2017		40 Years
Port Richey, FL			—			1,140,182			1,649,773			—			1,140,182			1,649,773			2,789,955			268,077		2017		40 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			364,185		2017		40 Years
Brunswick, GA			—			126,335			1,626,530			—			126,335			1,626,530			1,752,865			247,368		2017		40 Years

F-41

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Buford, GA			—			341,860			1,023,813			—			341,860			1,023,813			1,365,673			166,338		2017		40 Years
Carrollton, GA			—			597,465			886,644			—			597,465			886,644			1,484,109			142,148		2017		40 Years
Decatur, GA			—			558,859			1,429,106			—			558,859			1,429,106			1,987,965			217,343		2017		40 Years
Metter, GA			—			256,743			766,818			—			256,743			766,818			1,023,561			122,966		2017		40 Years
Villa Rica, GA			—			410,936			1,311,444			—			410,936			1,311,444			1,722,380			215,815		2017		40 Years
Chicago, IL			—			2,899,155			9,822,986			—			2,899,155			9,822,986			12,722,141			1,657,551		2017		40 Years
Chicago, IL			—			2,081,151			5,197,315			11,754			2,081,151			5,209,069			7,290,220			877,026		2017		40 Years
Galesburg, IL			—			214,280			979,108			—			214,280			979,108			1,193,388			159,086		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			9,659			574,805			1,564,446			2,139,251			234,003		2017		40 Years
Woodstock, IL			—			683,419			1,002,207			27,984			711,119			1,002,491			1,713,610			152,460		2017		40 Years
Frankfort, IN			—			50,458			2,008,275			—			50,458			2,008,275			2,058,733			334,713		2017		40 Years
Kokomo, IN			—			95,196			1,484,778			(30,615)			95,196			1,454,163			1,549,359			222,940		2017		40 Years
Nashville, IN			—			484,117			2,458,215			—			484,117			2,458,215			2,942,332			399,222		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			1,033,508		2017		40 Years
Hopkinsville, KY			—			413,269			996,619			—			413,269			996,619			1,409,888			161,927		2017		40 Years
Salyersville, KY			—			289,663			906,455			597			289,663			907,051			1,196,714			149,199		2017		40 Years
Amite, LA			—			601,238			1,695,242			—			601,238			1,695,242			2,296,480			278,961		2017		40 Years
Bossier City, LA			—			797,899			2,925,864			147			797,899			2,926,010			3,723,909			444,994		2017		40 Years
Kenner, LA			—			323,188			859,298			(1,001)			323,188			858,298			1,181,486			134,075		2017		40 Years
Mandeville, LA			—			834,891			1,294,812			205			834,891			1,295,017			2,129,908			202,265		2017		40 Years
New Orleans, LA			—			—			6,846,313			121,177			—			6,967,490			6,967,490			1,123,595		2017		40 Years
Baltimore, MD			—			782,819			745,092			7,969			782,819			753,060			1,535,879			115,264		2017		40 Years
Grand Rapids, MI			—			7,015,035			—			2,635,983			1,750,000			7,901,018			9,651,018			1,086,390		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			170,624		2017		40 Years
Mountain Iron, MN			—			177,918			1,139,849			—			177,918			1,139,849			1,317,767			185,209		2017		40 Years
Gulfport, MS			—			671,824			1,176,505			—			671,824			1,176,505			1,848,329			193,615		2017		40 Years
Jackson, MS			—			802,230			1,434,997			—			802,230			1,434,997			2,237,227			236,154		2017		40 Years
McComb, MS			—			67,026			685,426			—			67,026			685,426			752,452			111,336		2017		40 Years
Kansas City, MO			—			1,390,880			1,588,573			—			1,390,880			1,588,573			2,979,453			283,825		2017		40 Years
Springfield, MO			—			616,344			2,448,360			13,285			616,344			2,461,645			3,077,989			369,164		2017		40 Years
St. Charles, MO			—			736,242			2,122,426			271,734			736,242			2,394,160			3,130,402			427,580		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			161,350		2017		40 Years
Egg Harbor, NJ			—			520,510			1,087,374			—			520,510			1,087,374			1,607,884			183,473		2017		40 Years
Secaucus, NJ			—			19,915,781			17,306,541			92,903			19,915,781			17,399,444			37,315,225			2,610,248		2017		40 Years
Sewell, NJ			—			1,809,771			6,892,134			(100,816)			1,809,771			6,791,318			8,601,089			1,119,230		2017		40 Years
Santa Fe, NM			—			1,072,340			4,013,237			476			1,072,340			4,013,713			5,086,053			702,324		2017		40 Years
Statesville, NC			—			287,467			867,849			—			287,467			867,849			1,155,316			148,253		2017		40 Years
Jacksonville, NC			—			308,321			875,652			31,340			308,321			906,992			1,215,313			152,488		2017		40 Years
Minot, ND			—			928,796			1,619,726			—			928,796			1,619,726			2,548,522			266,522		2017		40 Years
Grandview Heights, OH			—			1,276,870			8,557,690			(20,517)			1,276,870			8,537,172			9,814,042			1,406,417		2017		40 Years
Hilliard, 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			589,970		2017		40 Years
Oklahoma City, OK			—			868,648			1,820,174			7,835			868,648			1,828,009			2,696,657			290,003		2017		40 Years
Erie, PA			—			425,267			1,284,883			—			425,267			1,284,883			1,710,150			203,307		2017		40 Years
Pittsburgh, PA			—			692,454			2,509,358			—			692,454			2,509,358			3,201,812			407,594		2017		40 Years
Sumter, SC			—			132,204			1,095,478			—			132,204			1,095,478			1,227,682			180,271		2017		40 Years
Chattanooga, TN			—			2,089,237			3,595,808			195			2,089,237			3,596,004			5,685,241			546,889		2017		40 Years
Etowah, TN			—			74,057			862,436			78,325			74,057			940,761			1,014,818			157,389		2017		40 Years
Memphis, TN			—			1,661,764			3,874,356			15,301			1,661,764			3,889,657			5,551,421			663,207		2017		40 Years
Alamo, TX			—			104,878			821,355			13,275			104,878			834,630			939,508			125,111		2017		40 Years
Andrews, TX			—			172,373			817,252			(291)			172,373			816,961			989,334			137,867		2017		40 Years
Arlington, TX			—			497,852			1,601,007			1,783			497,852			1,602,791			2,100,643			263,717		2017		40 Years
Canyon Lake, TX			—			382,522			1,026,179			(281)			382,522			1,025,899			1,408,421			153,887		2017		40 Years
Corpus Christi, TX			—			185,375			1,413,299			—			185,375			1,413,299			1,598,674			232,455		2017		40 Years
Fort Stockton, TX			—			185,474			1,186,339			—			185,474			1,186,340			1,371,814			195,222		2017		40 Years
Fort Worth, TX			—			1,016,587			4,622,507			257,308			1,016,587			4,879,816			5,896,403			786,523		2017		40 Years
Lufkin, TX			—			1,497,171			4,948,906			20,434			1,497,171			4,969,340			6,466,511			837,619		2017		40 Years
Newport News, VA			—			2,458,053			5,390,475			758,009			2,458,053			6,148,485			8,606,538			1,129,855		2017		40 Years
Appleton, WI			—			417,249			1,525,582			9,779			417,249			1,535,362			1,952,611			248,704		2017		40 Years
Onalaska, WI			—			821,085			2,651,773			—			821,085			2,651,773			3,472,858			436,383		2017		40 Years
Athens, AL			—			253,858			1,204,570			—			253,858			1,204,570			1,458,428			150,571		2018		40 Years
Birmingham, AL			—			1,635,912			2,739,834			—			1,635,912			2,739,834			4,375,746			393,825		2018		40 Years
Boaz, AL			—			379,197			898,689			—			379,197			898,689			1,277,886			129,103		2018		40 Years
Roanoke, AL			—			110,924			938,451			—			110,924			938,451			1,049,375			123,247		2018		40 Years
Selma, AL			—			206,831			1,790,939			(24,494)			206,831			1,766,445			1,973,276			221,418		2018		40 Years
Maricopa, AZ			—			2,166,955			9,505,724			14,600			2,166,955			9,520,324			11,687,279			1,209,850		2018		40 Years
Parker, AZ			—			322,510			1,159,624			1,163			322,510			1,160,787			1,483,297			161,936		2018		40 Years

F-42

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
St. Michaels, AZ			—			127,874			1,043,962			12,012			127,874			1,055,974			1,183,848			138,382		2018		40 Years
Little Rock, AR			—			390,921			856,987			—			390,921			856,987			1,247,908			107,123		2018		40 Years
Grand Junction, CO			—			835,792			1,915,976			—			835,792			1,915,976			2,751,768			239,497		2018		40 Years
Brookfield, CT			—			343,489			835,106			—			343,489			835,106			1,178,595			104,388		2018		40 Years
Manchester, CT			—			316,847			558,659			—			316,847			558,659			875,506			69,832		2018		40 Years
Waterbury, CT			—			663,667			607,457			—			663,667			607,457			1,271,124			75,932		2018		40 Years
Apopka, FL			—			587,585			2,363,721			73,672			587,585			2,437,393			3,024,978			304,192		2018		40 Years
Cape Coral, FL			—			554,721			1,009,404			11,500			554,721			1,020,904			1,575,625			126,782		2018		40 Years
Crystal River, FL			—			369,723			1,015,324			—			369,723			1,015,324			1,385,047			150,173		2018		40 Years
DeFuniak Springs, FL			—			226,898			835,016			(18,770)			200,998			842,146			1,043,144			108,703		2018		40 Years
Eustis, FL			—			649,394			1,580,694			—			649,394			1,580,694			2,230,088			197,587		2018		40 Years
Hollywood, FL			—			895,783			947,204			—			895,783			947,204			1,842,987			118,400		2018		40 Years
Homestead, FL			—			650,821			948,265			—			650,821			948,265			1,599,086			118,533		2018		40 Years
Jacksonville, FL			—			827,799			1,554,516			—			827,799			1,554,516			2,382,315			194,314		2018		40 Years
Marianna, FL			—			257,760			886,801			—			257,760			886,801			1,144,561			110,850		2018		40 Years
Melbourne, FL			—			497,607			1,549,974			—			497,607			1,549,974			2,047,581			193,747		2018		40 Years
Merritt Island,FL			—			598,790			988,114			—			598,790			988,114			1,586,904			129,690		2018		40 Years
St. Petersburg, FL			—			958,547			902,502			—			958,547			902,502			1,861,049			122,157		2018		40 Years
Tampa, FL			—			488,002			1,209,902			—			488,002			1,209,902			1,697,904			163,841		2018		40 Years
Tampa, FL			—			703,273			1,283,951			—			703,273			1,283,951			1,987,224			162,065		2018		40 Years
Titusville, FL			—			137,421			1,017,394			12,058			137,421			1,029,453			1,166,874			128,606		2018		40 Years
Winter Haven, FL			—			832,247			1,433,449			—			832,247			1,433,449			2,265,696			179,181		2018		40 Years
Albany, GA			—			448,253			1,462,641			6,023			448,253			1,468,664			1,916,917			183,542		2018		40 Years
Austell, GA			—			1,162,782			7,462,351			—			1,162,782			7,462,351			8,625,133			1,057,167		2018		40 Years
Conyers, GA			—			330,549			941,133			—			330,549			941,133			1,271,682			117,642		2018		40 Years
Covington, GA			—			744,321			1,235,171			64,400			744,321			1,299,571			2,043,892			157,443		2018		40 Years
Doraville, GA			—			1,991,031			291,663			452,309			1,991,031			743,971			2,735,002			59,069		2018		40 Years
Douglasville, GA			—			519,420			1,492,529			—			519,420			1,492,529			2,011,949			186,566		2018		40 Years
Lilburn, GA			—			304,597			1,206,785			—			304,597			1,206,785			1,511,382			150,848		2018		40 Years
Marietta, GA			—			1,257,433			1,563,755			5,501			1,257,433			1,569,255			2,826,688			227,998		2018		40 Years
Marietta, GA			—			447,582			832,782			—			447,582			832,782			1,280,364			104,098		2018		40 Years
Pooler, GA			—			989,819			1,220,271			733			989,819			1,221,005			2,210,824			167,870		2018		40 Years
Riverdale, GA			—			474,072			879,835			(3,750)			470,322			879,835			1,350,157			109,979		2018		40 Years
Savannah, GA			—			944,815			2,997,426			14,050			944,815			3,011,476			3,956,291			376,333		2018		40 Years
Statesboro, GA			—			681,381			1,592,291			1,785			681,381			1,594,077			2,275,458			209,200		2018		40 Years
Union City, GA			—			97,528			1,036,165			—			97,528			1,036,165			1,133,693			129,521		2018		40 Years
Nampa, ID			—			496,676			5,163,257			37,265			496,676			5,200,522			5,697,198			703,525		2018		40 Years
Aurora, IL			—			174,456			862,599			—			174,456			862,599			1,037,055			107,825		2018		40 Years
Bloomington, IL			—			1,408,067			986,931			677			1,408,067			987,609			2,395,676			139,891		2018		40 Years
Carlinville, IL			—			208,519			1,113,537			1,163			208,519			1,114,699			1,323,218			155,502		2018		40 Years
Centralia, IL			—			277,527			351,547			—			277,527			351,547			629,074			43,943		2018		40 Years
Chicago, IL			—			1,569,578			632,848			—			1,569,578			632,848			2,202,426			93,581		2018		40 Years
Flora, IL			—			232,155			1,121,688			4,087			232,155			1,125,775			1,357,930			143,033		2018		40 Years
Gurnee, IL			—			1,341,679			951,320			—			1,341,679			951,320			2,292,999			136,736		2018		40 Years
Lake Zurich, IL			—			290,272			857,467			141,839			290,272			999,306			1,289,578			113,280		2018		40 Years
Macomb, IL			—			85,753			661,375			—			85,753			661,375			747,128			82,672		2018		40 Years
Morris, IL			—			331,622			1,842,994			3,880			331,622			1,846,874			2,178,496			242,354		2018		40 Years
Newton, IL			—			510,192			1,069,075			2,500			510,192			1,071,575			1,581,767			142,840		2018		40 Years
Northlake, IL			—			353,337			564,677			4,343			353,337			569,020			922,357			73,337		2018		40 Years
Rockford, IL			—			270,180			708,041			—			270,180			708,041			978,221			104,723		2018		40 Years
Greenwood, IN			—			1,586,786			1,232,818			1,163			1,586,786			1,233,980			2,820,766			172,152		2018		40 Years
Hammond, IN			—			230,142			—			—			230,142			—			230,142			—		2018
Indianapolis, IN			—			132,291			311,647			—			132,291			311,647			443,938			38,956		2018		40 Years
Mishawaka, IN			—			1,263,680			4,106,900			—			1,263,680			4,106,900			5,370,580			539,031		2018		40 Years
South Bend, IN			—			420,571			2,772,376			—			420,571			2,772,376			3,192,947			410,034		2018		40 Years
Warsaw, IN			—			583,174			1,118,270			58,247			583,174			1,176,516			1,759,690			174,128		2018		40 Years
Ackley, IA			—			202,968			896,444			—			202,968			896,444			1,099,412			130,649		2018		40 Years
Riceville, IA			—			154,294			742,421			—			154,294			742,421			896,715			108,164		2018		40 Years
Riverside, IA			—			579,935			1,594,085			—			579,935			1,594,085			2,174,020			219,187		2018		40 Years
Urbandale, IA			—			68,172			2,938,611			(85,151)			593,022			2,328,611			2,921,633			389,889		2018		40 Years
Overland Park, KS			—			1,053,287			6,141,649			218			1,053,287			6,141,868			7,195,155			806,116		2018		40 Years
Ekron, KY			—			95,655			802,880			—			95,655			802,880			898,535			110,396		2018		40 Years
Florence, KY			—			601,820			1,054,572			—			601,820			1,054,572			1,656,392			131,821		2018		40 Years
Chalmette, LA			—			290,396			1,297,684			—			290,396			1,297,684			1,588,080			162,211		2018		40 Years
Donaldsonville, LA			—			542,118			2,418,183			31,276			542,118			2,449,460			2,991,578			330,984		2018		40 Years
Franklinton, LA			—			193,192			925,598			—			193,192			925,598			1,118,790			121,485		2018		40 Years
Franklinton, LA			—			242,651			2,462,533			—			242,651			2,462,533			2,705,184			333,468		2018		40 Years
Franklinton, LA			—			396,560			1,122,737			—			396,560			1,122,737			1,519,297			147,359		2018		40 Years
Franklinton, LA			—			163,258			747,944			—			163,258			747,944			911,202			98,168		2018		40 Years
Harvey, LA			—			728,822			1,468,688			—			728,822			1,468,688			2,197,510			211,052		2018		40 Years
Jena, LA			—			772,878			2,392,129			2,040			774,918			2,392,129			3,167,047			323,934		2018		40 Years
Jennings, LA			—			128,158			2,329,137			150,190			128,158			2,479,326			2,607,484			337,931		2018		40 Years
New Orleans, LA			—			293,726			—			—			293,726			—			293,726			—		2018

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Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Pine Grove, LA			—			238,223			758,573			—			238,223			758,573			996,796			99,563		2018		40 Years
Rayville, LA			—			310,034			2,365,203			17,435			310,034			2,382,638			2,692,672			321,111		2018		40 Years
Roseland, LA			—			307,331			872,252			—			307,331			872,252			1,179,583			114,483		2018		40 Years
Talisheek, LA			—			150,802			1,031,214			41,718			150,802			1,072,931			1,223,733			140,301		2018		40 Years
Baltimore, MD			—			699,157			651,927			—			699,157			651,927			1,351,084			81,491		2018		40 Years
Salisbury, MD			—			305,215			1,193,870			—			305,215			1,193,870			1,499,085			149,234		2018		40 Years
Springfield, MA			—			153,428			826,741			—			153,428			826,741			980,169			103,343		2018		40 Years
Ann Arbor, MI			—			735,859			2,489,707			—			735,859			2,489,707			3,225,566			368,223		2018		40 Years
Belleville, MI			—			598,203			3,970,176			—			598,203			3,970,176			4,568,379			587,163		2018		40 Years
Grand Blanc, MI			—			1,589,886			3,738,477			—			1,589,886			3,738,477			5,328,363			552,905		2018		40 Years
Jackson, MI			—			1,451,971			2,548,436			—			1,451,971			2,548,436			4,000,407			376,898		2018		40 Years
Kentwood, MI			—			939,481			3,438,259			—			939,481			3,438,259			4,377,740			508,512		2018		40 Years
Lake Orion, MI			—			1,172,982			2,349,762			8,277			1,172,982			2,358,038			3,531,020			347,678		2018		40 Years
Onaway, MI			—			17,557			935,308			—			17,557			935,308			952,865			130,553		2018		40 Years
Champlin, MN			—			307,271			1,602,196			18,429			307,271			1,620,625			1,927,896			202,463		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			76,694		2018		40 Years
Bay St. Louis, MS			—			547,498			2,080,989			—			547,498			2,080,989			2,628,487			281,801		2018		40 Years
Corinth, MS			—			504,885			4,540,022			129,132			504,885			4,669,154			5,174,039			693,062		2018		40 Years
Forest, MS			—			189,817			1,340,848			—			189,817			1,340,848			1,530,665			181,573		2018		40 Years
Southaven, MS			—			150,931			826,123			—			150,931			826,123			977,054			103,265		2018		40 Years
Waynesboro, MS			—			243,835			1,205,383			—			243,835			1,205,383			1,449,218			163,229		2018		40 Years
Blue Springs, MO			—			431,698			1,704,870			—			431,698			1,704,870			2,136,568			234,417		2018		40 Years
Florissant, MO			—			733,592			1,961,094			(14,149)			733,592			1,946,945			2,680,537			243,456		2018		40 Years
Joplin, MO			—			789,880			384,638			—			789,880			384,638			1,174,518			56,884		2018		40 Years
Liberty, MO			—			308,470			2,750,231			—			308,470			2,750,231			3,058,701			395,237		2018		40 Years
Neosho, MO			—			687,812			1,115,054			—			687,812			1,115,054			1,802,866			153,320		2018		40 Years
Springfield, MO			—			1,311,497			5,462,972			—			1,311,497			5,462,972			6,774,469			819,420		2018		40 Years
St. Peters, MO			—			1,205,257			1,760,658			—			1,205,257			1,760,658			2,965,915			220,082		2018		40 Years
Webb City, MO			—			1,324,146			1,501,744			—			1,324,146			1,501,744			2,825,890			222,122		2018		40 Years
Nashua, NH			—			3,635,953			2,720,644			4,240			3,635,953			2,724,884			6,360,837			403,567		2018		40 Years
Forked River, NJ			—			4,227,966			3,991,690			(95,381)			4,227,966			3,896,309			8,124,275			509,291		2018		40 Years
Forked River, NJ			—			3,505,805			(2,766,838)			3,193,972			3,505,805			427,134			3,932,939			55,141		2018		40 Years
Forked River, NJ			—			1,128,858			1,396,960			—			1,128,858			1,396,960			2,525,818			180,441		2018		40 Years
Forked River, NJ			—			1,682,284			3,527,964			(3,432,691)			1,682,284			95,273			1,777,557			16,625		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			536,089		2018		40 Years
Bernalillo, NM			—			899,770			2,037,465			(78,875)			820,895			2,037,465			2,858,360			302,657		2018		40 Years
Farmington, NM			—			4,428,998			—			—			4,428,998			—			4,428,998			—		2018
Canandaigua, NY			—			154,996			1,352,174			156			154,996			1,352,330			1,507,326			180,278		2018		40 Years
Catskill, NY			—			80,524			1,097,609			156			80,524			1,097,765			1,178,289			146,336		2018		40 Years
Clifton Park, NY			—			925,613			1,858,613			18,498			925,613			1,877,111			2,802,724			233,854		2018		40 Years
Elmira, NY			—			43,388			947,627			—			43,388			947,627			991,015			118,453		2018		40 Years
Geneseo, NY			—			264,795			1,328,115			156			264,795			1,328,271			1,593,066			177,090		2018		40 Years
Greece, NY			—			182,916			1,254,678			156			182,916			1,254,834			1,437,750			167,279		2018		40 Years
Hamburg, NY			—			520,599			2,039,602			—			520,599			2,039,602			2,560,201			254,950		2018		40 Years
Latham, NY			—			373,318			764,382			—			373,318			764,382			1,137,700			95,548		2018		40 Years
N. Syracuse, NY			—			165,417			452,510			10,034			165,417			462,544			627,961			57,504		2018		40 Years
Niagara Falls, NY			—			392,301			1,022,745			—			392,301			1,022,745			1,415,046			127,843		2018		40 Years
Rochester, NY			—			100,136			895,792			—			100,136			895,792			995,928			119,439		2018		40 Years
Rochester, NY			—			575,463			772,555			—			575,463			772,555			1,348,018			96,569		2018		40 Years
Rochester, NY			—			375,721			881,257			—			375,721			881,257			1,256,978			110,157		2018		40 Years
Schenectady, NY			—			74,387			1,279,967			8,540			74,387			1,288,507			1,362,894			171,646		2018		40 Years
Schenectady, NY			—			453,006			726,404			—			453,006			726,404			1,179,410			90,800		2018		40 Years
Syracuse, NY			—			339,207			918,302			—			339,207			918,302			1,257,509			114,788		2018		40 Years
Syracuse, NY			—			607,053			259,331			—			607,053			259,331			866,384			32,416		2018		40 Years
Tonawanda, NY			—			94,443			727,373			156			94,443			727,530			821,973			96,971		2018		40 Years
Tonawanda, NY			—			131,021			576,915			—			131,021			576,915			707,936			72,114		2018		40 Years
W. Seneca, NY			—			98,194			737,592			—			98,194			737,592			835,786			92,199		2018		40 Years
Williamsville, NY			—			705,842			488,800			—			705,842			488,800			1,194,642			61,100		2018		40 Years
Charlotte, NC			—			287,732			518,005			—			287,732			518,005			805,737			64,751		2018		40 Years
Concord, NC			—			526,102			1,955,989			8,699			526,102			1,964,688			2,490,790			249,607		2018		40 Years
Durham, NC			—			1,787,380			848,986			—			1,787,380			848,986			2,636,366			106,123		2018		40 Years
Fayetteville, NC			—			108,898			1,769,274			—			108,898			1,769,274			1,878,172			221,159		2018		40 Years
Greensboro, NC			—			402,957			1,351,015			—			402,957			1,351,015			1,753,972			168,877		2018		40 Years
Greenville, NC			—			541,233			1,403,441			—			541,233			1,403,441			1,944,674			175,430		2018		40 Years
High Point, NC			—			252,336			1,024,696			—			252,336			1,024,696			1,277,032			128,087		2018		40 Years
Kernersville, NC			—			270,581			966,807			—			270,581			966,807			1,237,388			120,851		2018		40 Years
Pineville, NC			—			1,390,592			6,390,201			—			1,390,592			6,390,201			7,780,793			852,004		2018		40 Years
Rockingham, NC			—			245,976			955,579			—			245,976			955,579			1,201,555			131,392		2018		40 Years
Salisbury, NC			—			572,085			700,288			—			572,085			700,288			1,272,373			87,536		2018		40 Years
Zebulon, NC			—			160,107			1,077			36			161,220			—			161,220			—		2018
Akron, OH			—			445,299			—			—			445,299			—			445,299			—		2018

F-44

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Bellevue, OH			—			272,308			1,127,365			62,975			272,308			1,190,340			1,462,648			167,901		2018		40 Years
Canton, OH			—			981,941			1,076,113			—			981,941			1,076,113			2,058,054			134,514		2018		40 Years
Columbus, OH			—			542,161			1,088,316			—			542,161			1,088,316			1,630,477			136,040		2018		40 Years
Fairview Park, OH			—			338,732			400,013			—			338,732			400,013			738,745			50,002		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			202,656		2018		40 Years
Niles, OH			—			334,783			798,136			—			334,783			798,136			1,132,919			99,767		2018		40 Years
North Olmsted, OH			—			544,903			810,840			34,500			544,903			845,340			1,390,243			121,695		2018		40 Years
Warren, OH			—			208,710			601,092			—			208,710			601,092			809,802			75,137		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			123,679		2018		40 Years
Broken Arrow, OK			—			919,176			1,276,754			1,778			919,176			1,278,532			2,197,708			175,754		2018		40 Years
Chickasha, OK			—			230,000			2,881,525			11,101			230,000			2,892,626			3,122,626			384,261		2018		40 Years
Coweta, OK			—			282,468			803,762			—			282,468			803,762			1,086,230			110,517		2018		40 Years
Midwest City, OK			—			755,192			5,687,280			5,850			755,192			5,693,131			6,448,323			748,393		2018		40 Years
Oklahoma City, OK			—			1,104,085			1,874,359			40,579			1,104,085			1,914,937			3,019,022			240,890		2018		40 Years
Shawnee, OK			—			409,190			957,557			—			409,190			957,557			1,366,747			119,695		2018		40 Years
Wright City, OK			—			38,302			1,010,645			17,948			38,302			1,028,593			1,066,895			132,257		2018		40 Years
Hillsboro, OR			—			4,632,369			7,656,179			—			4,632,369			7,656,179			12,288,548			1,084,625		2018		40 Years
Carlisle, PA			—			340,349			643,498			—			340,349			643,498			983,847			80,437		2018		40 Years
Erie, PA			—			58,279			833,933			—			58,279			833,933			892,212			104,242		2018		40 Years
Johnstown, PA			—			1,030,667			—			8,829			1,039,496			—			1,039,496			—		2018
King of Prussia, PA			—			5,097,320			—			1,201			5,098,522			—			5,098,522			—		2018
Philadelphia, PA			—			155,212			218,083			—			155,212			218,083			373,295			27,260		2018		40 Years
Philadelphia, PA			—			127,690			122,516			—			127,690			122,516			250,206			15,314		2018		40 Years
Pittsburgh, PA			—			927,083			5,126,243			25,348			927,083			5,151,590			6,078,673			663,082		2018		40 Years
Pittsburgh, PA			—			1,397,965			—			1,810			1,399,775			—			1,399,775			—		2018
Upper Darby, PA			—			861,339			85,966			37,671			861,339			123,637			984,976			21,654		2018		40 Years
Wysox, PA			—			1,668,272			1,699,343			31,181			1,668,272			1,730,524			3,398,796			227,274		2018		40 Years
Richmond, RI			—			1,293,932			7,477,281			689,598			1,293,932			8,166,878			9,460,810			1,222,941		2018		40 Years
Warwick, RI			—			687,454			2,108,256			—			687,454			2,108,256			2,795,710			263,532		2018		40 Years
Greenville, SC			—			628,081			1,451,481			—			628,081			1,451,481			2,079,562			181,435		2018		40 Years
Lake City, SC			—			57,911			932,874			28,344			57,911			961,218			1,019,129			119,171		2018		40 Years
Manning, SC			—			245,546			989,236			146			245,546			989,382			1,234,928			131,899		2018		40 Years
Mt. Pleasant, SC			—			555,387			1,042,804			—			555,387			1,042,804			1,598,191			130,351		2018		40 Years
Myrtle Beach, SC			—			254,334			149,107			—			254,334			149,107			403,441			18,638		2018		40 Years
Spartanburg, SC			—			709,338			1,618,382			—			709,338			1,618,382			2,327,720			202,298		2018		40 Years
Sumter, SC			—			521,299			809,466			—			521,299			809,466			1,330,765			101,183		2018		40 Years
Walterboro, SC			—			207,130			827,775			—			207,130			827,775			1,034,905			113,817		2018		40 Years
Chattanooga, TN			—			1,179,566			1,236,591			—			1,179,566			1,236,591			2,416,157			154,574		2018		40 Years
Johnson City, TN			—			181,117			1,232,151			—			181,117			1,232,151			1,413,268			154,019		2018		40 Years
Beaumont, TX			—			936,389			2,725,502			21,661			936,389			2,747,164			3,683,553			343,260		2018		40 Years
Donna, TX			—			962,302			1,620,925			—			962,302			1,620,925			2,583,227			216,089		2018		40 Years
Fairfield, TX			—			125,098			970,816			—			125,098			970,816			1,095,914			125,397		2018		40 Years
Groves, TX			—			596,586			2,250,794			—			596,586			2,250,794			2,847,380			281,349		2018		40 Years
Humble, TX			—			173,885			867,347			—			173,885			867,347			1,041,232			108,418		2018		40 Years
Jacksboro, TX			—			119,147			1,036,482			—			119,147			1,036,482			1,155,629			133,879		2018		40 Years
Kemah, TX			—			2,324,774			2,835,597			(44,661)			2,324,774			2,790,936			5,115,710			367,682		2018		40 Years
Lamesa, TX			—			66,019			1,493,146			—			66,019			1,493,146			1,559,165			211,523		2018		40 Years
Live Oak, TX			—			371,174			1,880,746			—			371,174			1,880,746			2,251,920			258,601		2018		40 Years
Lufkin, TX			—			382,643			1,054,911			—			382,643			1,054,911			1,437,554			131,864		2018		40 Years
Plano, TX			—			452,721			822,683			—			452,721			822,683			1,275,404			102,835		2018		40 Years
Port Arthur, TX			—			512,094			721,936			—			512,094			721,936			1,234,030			90,242		2018		40 Years
Porter, TX			—			524,532			1,683,767			566			524,532			1,684,333			2,208,865			221,062		2018		40 Years
Tomball, TX			—			1,336,029			1,849,554			—			1,336,029			1,849,554			3,185,583			254,310		2018		40 Years
Universal City, TX			—			380,788			1,496,318			—			380,788			1,496,318			1,877,106			187,040		2018		40 Years
Waxahachie, TX			—			388,138			792,125			—			388,138			792,125			1,180,263			99,016		2018		40 Years
Willis, TX			—			406,466			925,047			7,287			406,466			932,334			1,338,800			122,275		2018		40 Years
Logan, UT			—			914,515			2,774,985			—			914,515			2,774,985			3,689,500			369,998		2018		40 Years
Christiansburg, VA			—			520,538			661,780			—			520,538			661,780			1,182,318			82,723		2018		40 Years
Fredericksburg, VA			—			452,911			1,076,589			—			452,911			1,076,589			1,529,500			134,574		2018		40 Years
Glen Allen, VA			—			1,112,948			837,542			108,465			1,112,948			946,007			2,058,955			124,844		2018		40 Years
Hampton, VA			—			353,242			514,898			—			353,242			514,898			868,140			64,362		2018		40 Years
Louisa, VA			—			538,246			2,179,541			—			538,246			2,179,541			2,717,787			288,419		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			144,323		2018		40 Years
Virginia Beach, VA			—			271,176			3,308,434			—			271,176			3,308,434			3,579,610			413,554		2018		40 Years
Everett, WA			—			414,899			811,710			—			414,899			811,710			1,226,609			101,464		2018		40 Years
Bluefield, WV			—			287,740			947,287			12,403			287,740			959,691			1,247,431			140,972		2018		40 Years
Green Bay, WI			—			817,143			1,383,440			—			817,143			1,383,440			2,200,583			172,930		2018		40 Years
La Crosse, WI			—			175,551			1,145,438			—			175,551			1,145,438			1,320,989			143,180		2018		40 Years
Madison, WI			—			2,475,815			4,249,537			(30,001)			2,475,814			4,219,537			6,695,351			548,752		2018		40 Years
Mt. Pleasant, WI			—			208,806			1,173,275			(601)			208,205			1,173,275			1,381,480			146,659		2018		40 Years

F-45

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Schofield, WI			—			533,503			1,071,930			—			533,502			1,071,930			1,605,432			133,991		2018		40 Years
Sheboygan, WI			—			331,691			929,093			—			331,691			929,093			1,260,784			116,137		2018		40 Years
Athens, AL			—			338,789			1,119,459			(2,717)			338,789			1,116,742			1,455,531			123,386		2019		40 Years
Attalla, AL			—			289,473			928,717			—			289,473			928,717			1,218,190			102,546		2019		40 Years
Birmingham, AL			—			1,400,530			859,880			236,711			1,400,530			1,096,591			2,497,121			91,129		2019		40 Years
Blountsville, AL			—			262,412			816,070			22,398			262,412			838,468			1,100,880			90,679		2019		40 Years
Coffeeville, AL			—			129,263			864,122			—			129,263			864,122			993,385			95,413		2019		40 Years
Phenix, AL			—			292,234			1,280,705			—			292,234			1,280,705			1,572,939			154,752		2019		40 Years
Silas, AL			—			383,742			1,351,195			—			383,742			1,351,195			1,734,937			149,185		2019		40 Years
Tuba City, AZ			—			138,006			1,253,376			531			138,006			1,253,907			1,391,913			133,137		2019		40 Years
Searcy, AR			—			851,561			5,582,069			75,885			851,561			5,657,953			6,509,514			684,834		2019		40 Years
Sheridan, AR			—			124,667			1,070,754			—			124,667			1,070,754			1,195,421			118,096		2019		40 Years
Trumann, AR			—			170,957			1,064,039			—			170,957			1,064,039			1,234,996			117,354		2019		40 Years
Visalia, CA			—			2,552,353			6,994,518			283			2,552,353			6,994,802			9,547,155			801,479		2019		40 Years
Lakewood, CO			—			3,021,260			6,125,185			57,272			3,021,260			6,182,457			9,203,717			617,391		2019		40 Years
Rifle, CO			—			4,427,019			1,599,591			—			4,427,019			1,599,591			6,026,610			183,178		2019		40 Years
Danbury, CT			—			1,095,933			—			—			1,095,933			—			1,095,933			—		2019
Greenwich, CT			—			16,350,193			3,076,568			6,540			16,350,193			3,083,108			19,433,301			361,748		2019		40 Years
Orange, CT			—			6,881,022			10,519,218			38,849			6,881,022			10,558,067			17,439,089			1,121,202		2019		40 Years
Torrington, CT			—			195,171			1,541,214			26,976			195,171			1,568,190			1,763,361			159,972		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			330,504		2019		40 Years
Apopka, FL			—			646,629			1,215,458			10,730			646,629			1,226,188			1,872,817			153,721		2019		40 Years
Clearwater, FL			—			497,216			1,027,192			—			497,216			1,027,192			1,524,408			121,812		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			110,408		2019		40 Years
Merritt Island, FL			—			746,846			1,805,756			—			746,846			1,805,756			2,552,602			195,624		2019		40 Years
Orlando, FL			—			751,265			2,089,523			—			751,265			2,089,523			2,840,788			246,716		2019		40 Years
Poinciana, FL			—			608,450			1,073,714			—			608,450			1,073,714			1,682,164			111,845		2019		40 Years
Sanford, FL			—			2,791,684			4,763,063			20,322			2,791,684			4,783,386			7,575,070			517,769		2019		40 Years
Tavares, FL			—			736,113			1,849,694			—			736,113			1,849,694			2,585,807			219,656		2019		40 Years
Wauchula, FL			—			333,236			1,156,806			—			333,236			1,156,806			1,490,042			144,601		2019		40 Years
West Palm Beach, FL			—			2,484,935			2,344,077			—			2,484,935			2,344,077			4,829,012			253,870		2019		40 Years
Brunswick, GA			—			186,767			1,615,510			1,900			186,767			1,617,410			1,804,177			191,728		2019		40 Years
Columbus, GA			—			336,125			2,497,365			32,240			336,125			2,529,605			2,865,730			263,165		2019		40 Years
Conyers, GA			—			714,666			2,137,506			—			714,666			2,137,506			2,852,172			240,355		2019		40 Years
Dacula, GA			—			1,280,484			1,716,312			—			1,280,484			1,716,312			2,996,796			207,328		2019		40 Years
Marietta, GA			—			390,416			1,441,936			—			390,416			1,441,936			1,832,352			171,053		2019		40 Years
Tucker, GA			—			374,268			1,652,522			—			374,268			1,652,522			2,026,790			199,620		2019		40 Years
Chubbuck, ID			—			1,067,983			5,880,828			—			1,067,983			5,880,828			6,948,811			722,849		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			203,290		2019		40 Years
Edwardsville, IL			—			449,741			1,202,041			—			449,741			1,202,041			1,651,782			142,614		2019		40 Years
Elk Grove Village, IL			—			394,567			1,395,659			22,896			394,567			1,418,555			1,813,122			153,194		2019		40 Years
Evergreen Park, IL			—			5,687,045			18,880,969			—			5,687,045			18,880,969			24,568,014			2,045,167		2019		40 Years
Freeport, IL			—			92,295			1,537,120			—			92,295			1,537,120			1,629,415			163,252		2019		40 Years
Geneva, IL			—			644,434			1,213,859			—			644,434			1,213,859			1,858,293			141,617		2019		40 Years
Greenville, IL			—			135,642			1,026,006			—			135,642			1,026,006			1,161,648			104,738		2019		40 Years
Murphysboro, IL			—			176,281			988,808			—			176,281			988,808			1,165,089			111,098		2019		40 Years
Rockford, IL			—			814,666			1,719,410			—			814,666			1,719,410			2,534,076			182,620		2019		40 Years
Round Lake, IL			—			325,722			2,669,132			5,756			325,722			2,674,888			3,000,610			269,153		2019		40 Years
Fishers, IN			—			429,857			621,742			25,550			429,857			647,292			1,077,149			76,312		2019		40 Years
Gas City, IN			—			504,378			1,341,890			—			504,378			1,341,890			1,846,268			164,941		2019		40 Years
Hammond, IN			—			149,230			1,002,706			—			149,230			1,002,706			1,151,936			110,715		2019		40 Years
Kokomo, IN			—			716,631			1,143,537			—			716,631			1,143,537			1,860,168			135,687		2019		40 Years
Marion, IN			—			140,507			898,097			27,530			140,507			925,627			1,066,134			92,539		2019		40 Years
Westfield, IN			—			594,597			1,260,563			43,497			594,597			1,304,060			1,898,657			155,547		2019		40 Years
Waterloo, IA			—			369,497			1,265,450			—			369,497			1,265,450			1,634,947			137,018		2019		40 Years
Concordia, KS			—			150,440			1,144,639			26,864			150,440			1,171,503			1,321,943			116,904		2019		40 Years
Parsons, KS			—			203,953			1,073,554			—			203,953			1,073,554			1,277,507			129,600		2019		40 Years
Pratt, KS			—			245,375			1,293,871			—			245,375			1,293,871			1,539,246			140,169		2019		40 Years
Wellington, KS			—			95,197			1,090,333			—			95,197			1,090,333			1,185,530			115,782		2019		40 Years
Wichita, KS			—			1,257,608			5,700,299			355			1,257,608			5,700,654			6,958,262			664,933		2019		40 Years
Crestwood, KY			—			670,021			1,096,031			9,668			670,021			1,105,699			1,775,720			110,510		2019		40 Years
Georgetown, KY			—			257,839			3,025,734			266,479			257,839			3,292,213			3,550,052			344,257		2019		40 Years
Grayson, KY			—			241,857			1,155,603			—			241,857			1,155,603			1,397,460			125,190		2019		40 Years
Henderson, KY			—			146,676			958,794			—			146,676			958,794			1,105,470			97,877		2019		40 Years
Leitchfield, KY			—			303,830			1,062,711			—			303,830			1,062,711			1,366,541			106,271		2019		40 Years
Kentwood, LA			—			327,392			638,214			20,612			327,392			658,826			986,218			81,882		2019		40 Years
Lake Charles, LA			—			565,778			890,034			(110,745)			750,569			594,498			1,345,067			41,427		2019		40 Years
Bowie, MD			—			2,840,009			4,474,364			—			2,840,009			4,474,364			7,314,373			503,255		2019		40 Years
Eldersburg, MD			—			563,227			1,855,987			519			563,227			1,856,507			2,419,734			197,151		2019		40 Years
Brockton, MA			—			3,254,807			8,504,236			105,278			3,254,807			8,609,514			11,864,321			860,708		2019		40 Years

F-46

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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			108,724		2019		40 Years
Ispwich, MA			—			2,606,990			3,414,474			6,230			2,606,990			3,420,704			6,027,694			384,376		2019		40 Years
Adrian, MI			—			459,814			1,562,895			38,711			459,814			1,601,605			2,061,419			187,499		2019		40 Years
Allegan, MI			—			184,466			1,239,762			—			184,466			1,239,762			1,424,228			139,473		2019		40 Years
Caro, MI			—			183,318			1,328,630			—			183,318			1,328,630			1,511,948			141,120		2019		40 Years
Clare, MI			—			153,379			1,412,383			11,126			153,379			1,423,510			1,576,889			145,217		2019		40 Years
Cooks, MI			—			304,340			1,109,838			9,630			304,340			1,119,468			1,423,808			111,887		2019		40 Years
Crystal Falls, MI			—			62,462			757,276			—			62,462			757,276			819,738			83,616		2019		40 Years
Harrison, MI			—			59,984			900,901			(25,895)			59,984			875,006			934,990			87,671		2019		40 Years
Jackson, MI			—			524,446			1,265,119			—			524,446			1,265,119			1,789,565			131,783		2019		40 Years
Monroe, MI			—			501,688			2,651,440			—			501,688			2,651,440			3,153,128			314,660		2019		40 Years
Plymouth, MI			—			580,459			1,043,474			47,200			580,459			1,090,674			1,671,133			130,992		2019		40 Years
Spalding, MI			—			86,973			842,434			—			86,973			842,434			929,407			93,019		2019		40 Years
Walker, MI			—			4,821,073			15,814,475			17,091			4,821,073			15,831,566			20,652,639			1,648,931		2019		40 Years
Lakeville, MN			—			1,774,051			6,386,118			114,634			1,774,051			6,500,752			8,274,803			738,126		2019		40 Years
Longville, MN			—			30,748			836,277			—			30,748			836,277			867,025			92,339		2019		40 Years
Waite Park, MN			—			142,863			1,064,736			—			142,863			1,064,736			1,207,599			126,150		2019		40 Years
Bolton, MS			—			172,890			831,005			—			172,890			831,005			1,003,895			91,757		2019		40 Years
Bruce, MS			—			189,929			896,080			—			189,929			896,080			1,086,009			106,349		2019		40 Years
Columbus, MS			—			123,385			898,226			—			123,385			898,226			1,021,611			106,604		2019		40 Years
Flowood, MS			—			638,891			1,308,566			—			638,891			1,308,566			1,947,457			138,978		2019		40 Years
Houston, MS			—			170,449			913,763			—			170,449			913,763			1,084,212			108,449		2019		40 Years
Jackson, MS			—			393,954			1,169,374			—			393,954			1,169,374			1,563,328			124,193		2019		40 Years
Michigan City, MS			—			336,323			963,447			—			336,323			963,447			1,299,770			114,349		2019		40 Years
Pontotoc, MS			—			174,112			924,043			—			174,112			924,043			1,098,155			105,880		2019		40 Years
Tutwiler, MS			—			152,108			844,300			—			152,108			844,300			996,408			93,225		2019		40 Years
Fair Play, MO			—			56,563			642,856			—			56,563			642,856			699,419			70,982		2019		40 Years
Florissant, MO			—			1,394,072			2,210,514			—			1,394,072			2,210,514			3,604,586			262,435		2019		40 Years
Florissant, MO			—			1,647,163			2,256,716			—			1,647,163			2,256,716			3,903,879			263,284		2019		40 Years
Grovespring, MO			—			207,974			823,419			—			207,974			823,419			1,031,393			90,919		2019		40 Years
Hermitage, MO			—			98,531			833,177			2,600			98,531			835,777			934,308			92,241		2019		40 Years
Madison, MO			—			199,972			844,901			—			199,972			844,901			1,044,873			93,291		2019		40 Years
Oak Grove, MO			—			275,293			1,000,150			—			275,293			1,000,150			1,275,443			112,517		2019		40 Years
Salem, MO			—			153,713			1,085,494			—			153,713			1,085,494			1,239,207			115,268		2019		40 Years
South Fork, MO			—			345,053			1,087,384			—			345,053			1,087,384			1,432,437			120,065		2019		40 Years
St. Louis, MO			—			743,673			3,387,981			—			743,673			3,387,981			4,131,654			345,856		2019		40 Years
Manchester, HN			—			1,486,550			2,419,269			314,378			1,486,550			2,733,647			4,220,197			254,958		2019		40 Years
Nashua, NH			—			808,886			2,020,221			279			808,886			2,020,499			2,829,385			210,466		2019		40 Years
Lanoka Harbor, NJ			—			1,355,335			1,052,415			—			1,355,335			1,052,415			2,407,750			111,692		2019		40 Years
Paramus, NJ			—			—			6,224,221			609,273			—			6,833,494			6,833,494			830,272		2019		40 Years
San Ysidro, NM			—			316,770			956,983			—			316,770			956,983			1,273,753			105,667		2019		40 Years
Hinsdale, NY			—			353,602			905,350			—			353,602			905,350			1,258,952			99,966		2019		40 Years
Liverpool, NY			—			1,697,114			3,355,641			50,698			1,697,114			3,406,339			5,103,453			338,943		2019		40 Years
Malone, NY			—			413,667			1,035,771			—			413,667			1,035,771			1,449,438			122,821		2019		40 Years
Vestal, NY			—			3,540,906			5,610,529			145,000			3,540,906			5,755,529			9,296,435			617,840		2019		40 Years
Columbus, NC			—			423,026			1,070,992			—			423,026			1,070,992			1,494,018			113,719		2019		40 Years
Fayetteville, NC			—			505,574			1,544,177			—			505,574			1,544,177			2,049,751			160,852		2019		40 Years
Hope Mills, NC			—			1,522,142			7,906,676			—			1,522,142			7,906,676			9,428,818			856,431		2019		40 Years
Sylva, NC			—			450,055			1,351,631			19,487			450,055			1,371,118			1,821,173			136,990		2019		40 Years
Edgeley, ND			—			193,509			944,881			—			193,509			944,881			1,138,390			106,299		2019		40 Years
Grand Forks, ND			—			1,187,389			2,052,184			—			1,187,389			2,052,184			3,239,573			226,577		2019		40 Years
Williston, ND			—			515,210			1,584,865			—			515,210			1,584,865			2,100,075			174,995		2019		40 Years
Batavia, OH			—			601,071			1,125,756			(7,364)			595,681			1,123,783			1,719,464			129,046		2019		40 Years
Bellevue, OH			—			186,215			1,343,783			8,491			186,215			1,352,274			1,538,489			135,174		2019		40 Years
Columbus, OH			—			357,767			1,423,046			—			357,767			1,423,046			1,780,813			168,810		2019		40 Years
Conneaut, OH			—			200,915			1,363,715			7,983			200,915			1,371,698			1,572,613			142,802		2019		40 Years
Hamilton, OH			—			335,677			1,066,581			—			335,677			1,066,581			1,402,258			124,291		2019		40 Years
Heath, OH			—			657,358			3,259,449			314,817			657,358			3,574,266			4,231,624			402,224		2019		40 Years
Kenton, OH			—			191,968			1,290,534			7,724			191,968			1,298,257			1,490,225			132,466		2019		40 Years
Maumee, OH			—			1,498,739			815,222			4,677			1,498,739			819,899			2,318,638			100,320		2019		40 Years
Oxford, OH			—			912,241			2,566,991			25,001			912,241			2,591,993			3,504,234			312,004		2019		40 Years
West Chester, OH			—			796,035			814,730			660			796,035			815,390			1,611,425			100,206		2019		40 Years
West Chester, OH			—			395,924			1,173,848			—			395,924			1,173,848			1,569,772			141,723		2019		40 Years
Ada, OK			—			336,304			1,234,870			—			336,304			1,234,870			1,571,174			128,632		2019		40 Years
Bartlesville, OK			—			451,582			1,249,112			—			451,582			1,249,112			1,700,694			140,353		2019		40 Years
Bokoshe, OK			—			47,725			797,175			—			47,725			797,175			844,900			89,392		2019		40 Years
Lawton, OK			—			230,834			612,256			—			230,834			612,256			843,090			68,707		2019		40 Years
Whitefield, OK			—			144,932			863,327			—			144,932			863,327			1,008,259			97,124		2019		40 Years
Cranberry Township, PA			—			2,066,679			2,049,310			—			2,066,679			2,049,310			4,115,989			247,565		2019		40 Years
Ebensburg, PA			—			551,162			2,023,064			5,690			551,162			2,028,754			2,579,916			240,641		2019		40 Years
Flourtown, PA			—			1,342,409			2,229,147			—			1,342,409			2,229,147			3,571,556			273,984		2019		40 Years
Monaca, PA			—			449,116			842,901			—			449,116			842,901			1,292,017			101,791		2019		40 Years
Natrona Heights, PA			—			1,412,247			1,719,447			—			1,412,247			1,719,447			3,131,694			211,349		2019		40 Years

F-47

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
North Huntingdon, PA			—			428,166			1,508,044			—			428,166			1,508,044			1,936,210			182,162		2019		40 Years
Oakdale, PA			—			708,623			987,577			95,078			708,623			1,082,654			1,791,277			110,768		2019		40 Years
Philadelphia, PA			—			1,891,985			20,799,223			211,964			1,891,985			21,011,187			22,903,172			2,468,591		2019		40 Years
Pittsburgh, PA			—			1,251,674			3,842,592			—			1,251,674			3,842,592			5,094,266			408,176		2019		40 Years
Robinson Township, PA			—			1,630,648			2,703,381			—			1,630,648			2,703,381			4,334,029			304,046		2019		40 Years
Titusville, PA			—			877,651			2,568,060			—			877,651			2,568,060			3,445,711			294,200		2019		40 Years
West View, PA			—			120,349			1,347,706			—			120,349			1,347,706			1,468,055			145,917		2019		40 Years
York, PA			—			3,331,496			6,690,968			9,190			3,331,496			6,700,158			10,031,654			766,833		2019		40 Years
Columbia, SC			—			2,783,934			13,228,453			—			2,783,934			13,228,453			16,012,387			1,598,311		2019		40 Years
Hampton, SC			—			215,462			1,050,367			—			215,462			1,050,367			1,265,829			131,296		2019		40 Years
Myrtle Beach, SC			—			1,371,226			2,752,440			503,611			1,371,226			3,256,051			4,627,277			405,123		2019		40 Years
Orangeburg, SC			—			316,428			1,116,664			—			316,428			1,116,664			1,433,092			127,873		2019		40 Years
Kadoka, SD			—			134,528			926,523			—			134,528			926,523			1,061,051			104,234		2019		40 Years
Thorn Hill, TN			—			115,367			974,925			—			115,367			974,925			1,090,292			115,677		2019		40 Years
Woodbury, TN			—			154,043			1,092,958			—			154,043			1,092,958			1,247,001			129,789		2019		40 Years
Burleson, TX			—			1,396,753			3,312,794			13,863			1,396,753			3,326,658			4,723,411			332,579		2019		40 Years
Carrizo Springs, TX			—			337,070			812,963			5,087			337,070			818,050			1,155,120			91,910		2019		40 Years
Garland, TX			—			773,385			2,587,011			—			773,385			2,587,011			3,360,396			301,818		2019		40 Years
Kenedy, TX			—			325,159			954,774			11,254			325,159			966,029			1,291,188			96,533		2019		40 Years
Laredo, TX			—			1,117,403			2,152,573			48,118			1,117,403			2,200,690			3,318,093			251,366		2019		40 Years
Lewisville, TX			—			2,347,993			5,271,935			4,154			2,347,993			5,276,089			7,624,082			648,118		2019		40 Years
Lubbock, TX			—			1,420,820			1,858,395			—			1,420,820			1,858,395			3,279,215			228,428		2019		40 Years
Wichita Falls, TX			—			585,664			1,952,988			—			585,664			1,952,988			2,538,652			219,711		2019		40 Years
Wylie, TX			—			686,154			1,623,684			—			686,154			1,623,684			2,309,838			196,135		2019		40 Years
Draper, UT			—			1,344,025			3,321,208			23,553			1,344,025			3,344,761			4,688,786			334,329		2019		40 Years
Bristol, VA			—			996,915			1,374,467			—			996,915			1,374,467			2,371,382			148,901		2019		40 Years
Gloucester, VA			—			458,785			1,994,093			—			458,785			1,994,093			2,452,878			215,982		2019		40 Years
Hampton, VA			—			3,549,928			6,096,218			107			3,549,928			6,096,325			9,646,253			647,485		2019		40 Years
Hampton, VA			—			429,613			1,081,015			—			429,613			1,081,015			1,510,628			117,110		2019		40 Years
Hampton, VA			—			744,520			1,249,355			—			744,520			1,249,355			1,993,875			135,347		2019		40 Years
Hampton, VA			—			561,596			1,545,002			—			561,596			1,545,002			2,106,598			167,375		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			190,041		2019		40 Years
Poquoson, VA			—			330,867			848,105			2,156			330,867			850,261			1,181,128			92,080		2019		40 Years
South Boston, VA			—			490,590			2,637,385			15,414			490,590			2,652,799			3,143,389			276,173		2019		40 Years
Surry, VA			—			685,233			994,788			—			685,233			994,788			1,680,021			107,769		2019		40 Years
Williamsburg, VA			—			1,574,769			2,001,920			(9,200)			1,565,569			2,001,920			3,567,489			216,875		2019		40 Years
Williamsburg, VA			—			675,861			1,098,464			—			675,861			1,098,464			1,774,325			119,000		2019		40 Years
Wytheville, VA			—			206,660			1,248,178			—			206,660			1,248,178			1,454,838			124,818		2019		40 Years
Ephrata, WA			—			368,492			4,821,470			18,383			368,492			4,839,852			5,208,344			493,857		2019		40 Years
Charleston, WV			—			561,767			—			—			561,767			—			561,767			—		2019
Ripley, WV			—			1,042,204			—			20,422			1,062,626			—			1,062,626			—		2019
Black River Falls, WI			—			278,472			1,141,572			9,517			278,472			1,151,090			1,429,562			117,428		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			3,518,494			12,033,165			15,551,659			1,378,153		2019		40 Years
Sun Prairie, WI			—			2,864,563			7,215,614			—			2,864,564			7,215,613			10,080,177			766,461		2019		40 Years
West Milwaukee, WI			—			783,260			3,055,907			16,402			783,261			3,072,308			3,855,569			313,346		2019		40 Years
Adger, AL			—			189,119			1,222,891			—			189,119			1,222,891			1,412,010			109,551		2020		40 Years
Dothan, AL			—			792,626			3,017,431			(31,788)			778,553			2,999,716			3,778,269			218,057		2020		40 Years
Enterprise, AL			—			728,934			2,504,283			15,377			728,934			2,519,660			3,248,594			247,261		2020		40 Years
Lanett, AL			—			597,615			2,264,102			128			597,615			2,264,230			2,861,845			188,662		2020		40 Years
Saraland, AL			—			838,216			2,709,602			1,276			838,216			2,710,877			3,549,093			265,173		2020		40 Years
Sylacauga, AL			—			2,181,806			9,940,930			4,330			2,181,806			9,945,260			12,127,066			890,689		2020		40 Years
Theodore, AL			—			743,751			2,667,802			—			743,751			2,667,802			3,411,553			255,576		2020		40 Years
Altheimer, AR			—			202,235			1,151,471			—			202,235			1,151,471			1,353,706			105,163		2020		40 Years
Benton, AR			—			561,085			2,141,511			249,809			561,085			2,391,320			2,952,405			186,705		2020		40 Years
Benton, AR			—			2,271,157			1,324,716			39,069			2,271,157			1,363,785			3,634,942			101,069		2020		40 Years
Bismarck, AR			—			129,139			876,127			—			129,139			876,127			1,005,266			74,716		2020		40 Years
Centerton, AR			—			502,391			2,152,058			249,808			502,391			2,401,866			2,904,257			192,024		2020		40 Years
Elaine, AR			—			51,248			802,757			—			51,248			802,757			854,005			73,287		2020		40 Years
Jonesboro, AR			—			477,565			942,703			—			477,565			942,703			1,420,268			76,541		2020		40 Years
Little Rock, AR			—			136,550			638,605			—			136,550			638,605			775,155			58,482		2020		40 Years
Mayflower, AR			—			708,465			448,741			80,702			708,465			529,443			1,237,908			39,860		2020		40 Years
Mena, AR			—			1,459,039			—			—			1,459,039			—			1,459,039			—		2020
Pine Bluff, AR			—			195,689			1,102,338			3,251			195,689			1,105,588			1,301,277			103,675		2020		40 Years
Pine Bluff, AR			—			279,293			1,290,094			7,250			279,293			1,297,344			1,576,637			118,154		2020		40 Years
Searcy, AR			—			548,495			5,834,876			—			548,495			5,834,876			6,383,371			498,144		2020		40 Years
Sparkman, AR			—			80,956			720,376			—			80,956			720,376			801,332			59,971		2020		40 Years
West Helena, AR			—			93,907			885,680			21,923			93,907			907,603			1,001,510			81,758		2020		40 Years
Coolidge, AZ			—			252,228			1,164,641			11,720			252,228			1,176,361			1,428,589			102,946		2020		40 Years
Maricopa, AZ			—			761,177			1,600,925			11,257			761,177			1,612,182			2,373,359			124,168		2020		40 Years
Phoenix, AZ			—			11,641,459			7,261,072			—			11,641,459			7,261,072			18,902,531			620,082		2020		40 Years
Tucson, AZ			—			3,267,761			6,624,814			383,141			3,267,761			7,007,955			10,275,716			539,618		2020		40 Years

F-48

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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			480,204		2020		40 Years
Yuma, AZ			—			—			5,052,648			29,919			—			5,082,567			5,082,567			381,006		2020		40 Years
Antioch, CA			—			3,369,667			6,952,571			—			3,369,667			6,952,571			10,322,238			579,282		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			474,637		2020		40 Years
Napa, CA			—			5,287,831			13,608,836			651			5,287,831			13,609,486			18,897,317			1,190,629		2020		40 Years
Palmdale, CA			—			2,159,541			6,648,091			486			2,159,541			6,648,577			8,808,118			623,131		2020		40 Years
Quincy, CA			—			315,559			1,597,973			—			315,559			1,597,973			1,913,532			149,560		2020		40 Years
Quincy, CA			—			605,988			4,898,500			—			605,988			4,898,500			5,504,488			438,751		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			19,917			7,234,677			768,103			8,002,780			59,023		2020		40 Years
Signal Hill, CA			—			8,490,622			6,714,882			—			8,490,622			6,714,882			15,205,504			657,499		2020		40 Years
Stockton, CA			—			961,910			3,310,275			16,202			961,910			3,326,478			4,288,388			249,382		2020		40 Years
Broomfield, CO			—			708,881			965,675			7,993			708,881			973,668			1,682,549			72,975		2020		40 Years
Cortez, CO			—			177,422			1,594,274			9,852			177,422			1,604,126			1,781,548			120,248		2020		40 Years
La Junta, CO			—			187,988			823,735			—			187,988			823,735			1,011,723			76,975		2020		40 Years
Pueblo, CO			—			235,805			1,568,540			—			235,805			1,568,540			1,804,345			137,247		2020		40 Years
Newington, CT			—			403,932			1,915,897			51,469			403,932			1,967,366			2,371,298			185,165		2020		40 Years
Old Saybrook, CT			—			443,801			3,497,920			75			443,801			3,497,994			3,941,795			284,063		2020		40 Years
Stafford Springs, CT			—			1,230,939			7,075,776			—			1,230,939			7,075,776			8,306,715			574,907		2020		40 Years
Davenport, FL			—			721,966			1,435,651			—			721,966			1,435,651			2,157,617			143,565		2020		40 Years
Deerfield Beach, FL			—			1,963,542			514,491			—			1,963,542			514,491			2,478,033			43,845		2020		40 Years
Labelle, FL			—			489,345			2,754,977			—			489,345			2,754,977			3,244,322			235,220		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			41,199		2020		40 Years
Madison, FL			—			171,150			619,660			6,567			171,150			626,228			797,378			57,491		2020		40 Years
Orlando, FL			—			4,558,262			7,261,682			—			4,558,262			7,261,682			11,819,944			665,524		2020		40 Years
Panama City, FL			—			830,080			856,243			—			830,080			856,243			1,686,323			85,617		2020		40 Years
Pensacola, FL			—			379,154			969,254			203,144			379,154			1,172,398			1,551,552			78,942		2020		40 Years
Port St. Lucie, FL			—			670,030			1,664,571			—			670,030			1,664,571			2,334,601			159,397		2020		40 Years
Punta Gorda, FL			—			615,829			1,921,751			—			615,829			1,921,751			2,537,580			188,172		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			123,303		2020		40 Years
Vero Beach, FL			—			1,241,406			1,356,081			19			1,241,406			1,356,101			2,597,507			132,784		2020		40 Years
Albany, GA			—			311,920			1,278,107			—			311,920			1,278,107			1,590,027			117,096		2020		40 Years
Albany, GA			—			248,888			1,445,530			—			248,888			1,445,530			1,694,418			132,448		2020		40 Years
Albany, GA			—			898,015			5,713,749			—			898,015			5,713,749			6,611,764			514,818		2020		40 Years
Americus, GA			—			238,633			968,812			13,125			238,633			981,937			1,220,570			88,838		2020		40 Years
Cairo, GA			—			237,315			1,040,643			—			237,315			1,040,643			1,277,958			104,064		2020		40 Years
Dallas, GA			—			235,642			1,134,202			14,690			235,642			1,148,892			1,384,534			86,396		2020		40 Years
Doraville, GA			—			533,512			1,709,449			—			533,512			1,709,449			2,242,961			135,331		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			79,159		2020		40 Years
Lawrenceville, GA			—			852,136			1,633,580			—			852,136			1,633,580			2,485,716			159,955		2020		40 Years
Lithia Springs, GA			—			3,789,145			7,881,640			—			3,789,145			7,881,640			11,670,785			689,539		2020		40 Years
Moultrie, GA			—			150,752			868,415			—			150,752			868,415			1,019,167			79,526		2020		40 Years
Quitman, GA			—			407,661			1,125,845			117,691			407,661			1,243,536			1,651,197			112,585		2020		40 Years
Savannah, GA			—			749,834			1,802,814			3,236			749,834			1,806,050			2,555,884			153,978		2020		40 Years
Savannah, GA			—			3,502,278			4,132,018			429,779			3,502,278			4,561,797			8,064,075			394,128		2020		40 Years
George, IA			—			283,785			942,785			—			283,785			942,785			1,226,570			94,277		2020		40 Years
Graettinger, IA			—			154,261			933,746			—			154,261			933,746			1,088,007			93,373		2020		40 Years
Alexis, IL			—			425,656			1,237,404			—			425,656			1,237,404			1,663,060			121,161		2020		40 Years
Chicago, IL			—			2,780,722			2,305,569			—			2,780,722			2,305,569			5,086,291			187,201		2020		40 Years
Chicago, IL			—			424,932			4,223,123			—			424,932			4,223,123			4,648,055			343,007		2020		40 Years
Chicago, IL			—			596,808			1,415,648			—			596,808			1,415,648			2,012,456			114,901		2020		40 Years
Chicago, IL			—			932,560			2,553,809			7,273			932,560			2,561,082			3,493,642			192,028		2020		40 Years
East Alton, IL			—			113,457			1,422,573			—			113,457			1,422,573			1,536,030			124,377		2020		40 Years
Fairfield, IL			—			198,833			1,180,242			30,243			198,833			1,210,486			1,409,319			92,299		2020		40 Years
Grayslake, IL			—			478,307			1,131,061			—			478,307			1,131,061			1,609,368			101,199		2020		40 Years
Homewood, IL			—			1,224,131			10,005,811			24,941			1,224,131			10,030,752			11,254,883			918,227		2020		40 Years
Kankakee, IL			—			107,139			1,185,653			—			107,139			1,185,653			1,292,792			93,784		2020		40 Years
Manteno, IL			—			71,681			1,213,963			37,938			71,681			1,251,901			1,323,582			93,653		2020		40 Years
Oswego, IL			—			373,727			2,715,101			16,091			373,727			2,731,193			3,104,920			204,738		2020		40 Years
Rockton, IL			—			367,154			1,526,399			—			367,154			1,526,399			1,893,553			114,480		2020		40 Years
Elkhart, IN			—			173,631			972,629			7,992			173,631			980,621			1,154,252			73,497		2020		40 Years
Franklin, IN			—			979,332			1,548,523			26,567			979,332			1,575,090			2,554,422			118,546		2020		40 Years
Indianapolis, IN			—			251,149			1,550,984			—			251,149			1,550,984			1,802,133			119,538		2020		40 Years
Noblesville, IN			—			259,582			1,611,431			—			259,582			1,611,431			1,871,013			157,786		2020		40 Years
Peru, IN			—			202,110			1,501,247			—			202,110			1,501,247			1,703,357			131,359		2020		40 Years
Rockville, IN			—			436,457			1,601,972			(75,085)			436,457			1,526,887			1,963,344			114,961		2020		40 Years
Derby, KS			—			440,419			2,367,428			—			440,419			2,367,428			2,807,847			197,148		2020		40 Years
Independence, KS			—			200,329			1,426,975			(75,085)			200,329			1,351,890			1,552,219			101,836		2020		40 Years
Shwanee, KS			—			2,594,271			2,766,524			—			2,594,271			2,766,524			5,360,795			241,973		2020		40 Years

F-49

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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			—			834,377			2,338,612			—			834,377			2,338,612			3,172,989			204,531		2020		40 Years
Wichita, KS			—			2,031,526			1,974,595			—			2,031,526			1,974,595			4,006,121			172,679		2020		40 Years
Wichita, KS			—			1,194,939			2,062,020			—			1,194,939			2,062,020			3,256,959			180,329		2020		40 Years
Wichita, KS			—			2,171,260			2,235,093			—			2,171,260			2,235,093			4,406,353			195,571		2020		40 Years
Louisa, KY			—			242,391			1,177,975			549			242,391			1,178,524			1,420,915			93,702		2020		40 Years
Louisville, KY			—			2,185,678			3,081,512			11,400			2,185,678			3,092,912			5,278,590			308,655		2020		40 Years
Louisville, KY			—			208,346			621,820			—			208,346			621,820			830,166			53,054		2020		40 Years
Amite City, LA			—			264,208			930,655			7,080			264,208			937,735			1,201,943			77,906		2020		40 Years
Baton Rouge, LA			—			377,270			1,225,020			—			377,270			1,225,020			1,602,290			119,774		2020		40 Years
Denham Springs, LA			—			398,006			1,484,613			—			398,006			1,484,613			1,882,619			123,693		2020		40 Years
Dequincy, LA			—			288,426			969,725			—			288,426			969,725			1,258,151			82,831		2020		40 Years
Gibson, LA			—			414,855			1,252,765			4,509			414,855			1,257,274			1,672,129			112,417		2020		40 Years
Gonzales, LA			—			688,032			2,457,035			249,808			688,032			2,706,843			3,394,875			211,619		2020		40 Years
Hammond, LA			—			367,215			2,243,382			249,809			367,215			2,493,191			2,860,406			185,423		2020		40 Years
Laplace, LA			—			1,971,887			8,537,415			—			1,971,887			8,537,415			10,509,302			782,459		2020		40 Years
Springhill, LA			—			438,507			2,335,035			14,125			438,507			2,349,160			2,787,667			176,699		2020		40 Years
Dorchester, MA			—			4,815,990			923,841			13,041			4,815,990			936,882			5,752,872			72,086		2020		40 Years
East Wareham, MA			—			590,052			1,525,359			8,779			590,052			1,534,139			2,124,191			118,097		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			835,265		2020		40 Years
Aberdeen, MD			—			758,616			1,712,723			—			758,616			1,712,723			2,471,339			171,272		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			125,839		2020		40 Years
Owings Mills, MD			—			2,154,954			3,017,368			25,391			2,154,954			3,042,759			5,197,713			247,498		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			82,360		2020		40 Years
Cedar Springs, MI			—			346,310			1,907,232			—			346,310			1,907,232			2,253,542			143,042		2020		40 Years
Grayling, MI			—			277,355			521,492			925			277,355			522,417			799,772			45,548		2020		40 Years
Hart, MI			—			1,336,141			1,294,095			—			1,336,141			1,294,095			2,630,236			121,061		2020		40 Years
Holland, MI			—			108,733			1,773,459			—			108,733			1,773,459			1,882,192			177,346		2020		40 Years
Howell, MI			—			601,610			1,491,797			300			601,610			1,492,097			2,093,707			133,505		2020		40 Years
Jonesville, MI			—			1,171,853			8,871,307			—			1,171,853			8,871,307			10,043,160			813,069		2020		40 Years
Monroe, MI			—			1,315,043			9,131,436			1,000			1,315,043			9,132,436			10,447,479			741,730		2020		40 Years
Omer, MI			—			165,126			828,778			—			165,126			828,778			993,904			81,150		2020		40 Years
Owosso, MI			—			299,521			2,240,764			—			299,521			2,240,764			2,540,285			224,076		2020		40 Years
Taylor, MI			—			338,092			1,017,043			—			338,092			1,017,043			1,355,135			82,469		2020		40 Years
Traverse City, MI			—			337,556			3,980,018			(48,115)			337,556			3,931,903			4,269,459			311,276		2020		40 Years
Apple Valley, MN			—			814,086			2,665,167			—			814,086			2,665,167			3,479,253			210,922		2020		40 Years
Blaine, MN			—			497,750			2,998,249			7,993			497,750			3,006,242			3,503,992			225,418		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			85,357		2020		40 Years
Hill City, MN			—			66,391			996,428			—			66,391			996,428			1,062,819			99,642		2020		40 Years
Holdingford, MN			—			276,722			1,078,003			—			276,722			1,078,003			1,354,725			107,799		2020		40 Years
Ottertail, MN			—			209,929			897,043			(1,000)			208,929			897,043			1,105,972			89,703		2020		40 Years
Arnold, MO			—			846,894			2,392,044			7,994			846,894			2,400,037			3,246,931			179,953		2020		40 Years
Leeton, MO			—			192,069			1,109,261			—			192,069			1,109,261			1,301,330			99,371		2020		40 Years
Liberty, MO			—			367,591			4,348,251			—			367,591			4,348,251			4,715,842			371,161		2020		40 Years
Northmoor, MO			—			551,491			1,723,994			—			551,491			1,723,994			2,275,485			147,168		2020		40 Years
Platte City, MO			—			766,613			2,501,154			21,646			766,613			2,522,801			3,289,414			188,936		2020		40 Years
Richmond Heights, MO			—			3,305,260			2,531,065			—			3,305,260			2,531,065			5,836,325			221,468		2020		40 Years
Sheldon, MO			—			168,799			1,017,992			—			168,799			1,017,992			1,186,791			91,195		2020		40 Years
Thayer, MO			—			685,788			1,968,043			29,506			685,788			1,997,549			2,683,337			181,599		2020		40 Years
Union, MO			—			270,233			1,041,690			—			270,233			1,041,690			1,311,923			88,914		2020		40 Years
Brandon, MS			—			526,657			1,575,241			—			526,657			1,575,241			2,101,898			127,874		2020		40 Years
Flowood, MS			—			1,625,494			6,417,821			7,430			1,625,494			6,425,251			8,050,745			575,930		2020		40 Years
Flowood, MS			—			759,912			2,383,348			—			759,912			2,383,348			3,143,260			193,559		2020		40 Years
Gore Springs, MS			—			188,141			951,645			48,114			188,141			999,760			1,187,901			90,457		2020		40 Years
Greenwood, MS			—			150,855			903,459			—			150,855			903,459			1,054,314			82,429		2020		40 Years
Greenwood, MS			—			137,312			1,154,001			—			137,312			1,154,001			1,291,313			100,812		2020		40 Years
Grenada, MS			—			187,855			947,888			—			187,855			947,888			1,135,743			86,501		2020		40 Years
Gulfport, MS			—			597,617			2,692,177			10,753			597,617			2,702,930			3,300,547			263,515		2020		40 Years
Madison, MS			—			1,437,048			6,194,546			—			1,437,048			6,194,546			7,631,594			503,240		2020		40 Years
Oxford, MS			—			547,606			993,807			7,992			547,606			1,001,799			1,549,405			75,085		2020		40 Years
Southaven, MS			—			259,300			864,055			21,464			259,300			885,519			1,144,819			74,802		2020		40 Years
Wiggins, MS			—			639,466			2,563,263			128			639,466			2,563,391			3,202,857			213,592		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			96,272		2020		40 Years
Beaufort, NC			—			375,437			1,417,587			—			375,437			1,417,587			1,793,024			118,039		2020		40 Years
Boone, NC			—			4,795,569			9,543,185			31,452			4,795,569			9,574,638			14,370,207			935,506		2020		40 Years
Buxton, NC			—			209,947			1,186,030			—			209,947			1,186,030			1,395,977			98,743		2020		40 Years
Cary, NC			—			253,081			1,018,159			—			253,081			1,018,159			1,271,240			85,799		2020		40 Years

F-50

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Chapel Hill, NC			—			22,437,345			—			(776,409)			21,657,946			2,990			21,660,936			3		2020
Charlotte, NC			—			978,304			1,328,283			—			978,304			1,328,283			2,306,587			124,414		2020		40 Years
Concord, NC			—			952,393			1,398,319			—			952,393			1,398,319			2,350,712			134,006		2020		40 Years
Dallas, NC			—			309,847			1,008,936			—			309,847			1,008,936			1,318,783			88,196		2020		40 Years
Durham, NC			—			229,232			1,169,836			—			229,232			1,169,836			1,399,068			97,394		2020		40 Years
Elkin, NC			—			292,234			1,884,674			10,255			292,234			1,894,929			2,187,163			142,056		2020		40 Years
Elm City, NC			—			447,081			1,401,379			—			447,081			1,401,379			1,848,460			116,689		2020		40 Years
Emerald Isle, NC			—			316,187			1,125,842			—			316,187			1,125,842			1,442,029			93,727		2020		40 Years
Fuquay-Varina, NC			—			4,398,922			10,142,102			30,452			4,398,922			10,172,554			14,571,476			994,223		2020		40 Years
Garner, NC			—			216,566			1,170,660			—			216,566			1,170,660			1,387,226			97,462		2020		40 Years
Goldsboro, NC			—			246,160			1,227,984			—			246,160			1,227,984			1,474,144			102,239		2020		40 Years
Goldsboro, NC			—			243,355			1,135,304			—			243,355			1,135,304			1,378,659			94,516		2020		40 Years
Greensboro, NC			—			272,962			1,126,017			—			272,962			1,126,017			1,398,979			93,742		2020		40 Years
Greenville, NC			—			161,533			1,095,964			—			161,533			1,095,964			1,257,497			91,238		2020		40 Years
Harkers Island, NC			—			964,627			2,109,360			—			964,627			2,109,360			3,073,987			175,780		2020		40 Years
Jacksonville, NC			—			405,135			1,122,908			21,750			405,135			1,144,659			1,549,794			94,142		2020		40 Years
Jacksonville, NC			—			3,213,710			10,021,579			89,947			3,213,710			10,111,526			13,325,236			814,356		2020		40 Years
Jacksonville, NC			—			295,296			1,426,015			22,196			295,296			1,448,211			1,743,507			108,162		2020		40 Years
Kinston, NC			—			358,915			1,016,305			—			358,915			1,016,305			1,375,220			84,692		2020		40 Years
Knotts Island, NC			—			129,285			1,232,265			—			129,285			1,232,265			1,361,550			102,689		2020		40 Years
Morehead City, NC			—			201,436			934,453			—			201,436			934,453			1,135,889			77,871		2020		40 Years
Randleman, NC			—			1,368,987			8,954,905			30,453			1,368,987			8,985,357			10,354,344			877,976		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			92,843		2020		40 Years
Rocky Mount, NC			—			206,675			960,873			—			206,675			960,873			1,167,548			80,073		2020		40 Years
Salisbury, NC			—			990,303			1,019,025			7,993			990,303			1,027,018			2,017,321			76,976		2020		40 Years
Salter Path, NC			—			245,172			1,012,413			—			245,172			1,012,413			1,257,585			84,368		2020		40 Years
Smithfield, NC			—			270,560			1,201,146			—			270,560			1,201,146			1,471,706			100,096		2020		40 Years
Sylva, NC			—			1,776,968			12,026,284			6,068			1,776,968			12,032,353			13,809,321			1,128,002		2020		40 Years
Waves, NC			—			320,928			1,092,703			—			320,928			1,092,703			1,413,631			91,058		2020		40 Years
Waxhaw, NC			—			679,943			2,377,641			430			679,943			2,378,071			3,058,014			188,175		2020		40 Years
Winston Salem, NC			—			232,299			1,069,191			—			232,299			1,069,191			1,301,490			89,099		2020		40 Years
Winston-Salem, NC			—			282,142			1,316,279			12,095			282,142			1,328,374			1,610,516			99,553		2020		40 Years
Winterville, NC			—			312,123			1,271,222			—			312,123			1,271,222			1,583,345			105,935		2020		40 Years
Stanley, ND			—			346,030			3,299,205			11,401			346,030			3,310,605			3,656,635			309,816		2020		40 Years
Lebanon, NH			—			694,609			3,892,685			61,494			694,609			3,954,179			4,648,788			360,303		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			—			—			—			663			663			—			663			—		2020
Clovis, NM			—			74,256			943,641			11,850			74,256			955,492			1,029,748			73,533		2020		40 Years
Albany, NY			—			539,308			1,123,766			—			539,308			1,123,766			1,663,074			93,538		2020		40 Years
Bemus Point, NY			—			49,293			980,218			(53,366)			49,293			926,851			976,144			82,723		2020		40 Years
Candor, NY			—			271,132			1,012,522			(53,366)			271,132			959,155			1,230,287			85,582		2020		40 Years
Conklin, NY			—			247,429			939,529			(53,367)			247,429			886,162			1,133,591			79,195		2020		40 Years
Greene, NY			—			449,997			1,173,666			—			449,997			1,173,666			1,623,663			102,684		2020		40 Years
Hamburg, NY			—			526,596			561,841			4,891			526,596			566,732			1,093,328			42,474		2020		40 Years
Masonville, NY			—			222,228			1,059,364			—			222,228			1,059,364			1,281,592			92,683		2020		40 Years
Medford, NY			—			1,211,908			3,751,279			74			1,211,908			3,751,353			4,963,261			304,648		2020		40 Years
Mount Upton, NY			—			152,379			918,162			—			152,379			918,162			1,070,541			80,339		2020		40 Years
Olean, NY			—			1,224,360			12,197,768			181,275			1,224,360			12,379,043			13,603,403			1,167,421		2020		40 Years
Pompey, NY			—			774,544			1,437,312			—			774,544			1,437,312			2,211,856			125,765		2020		40 Years
Ripley, NY			—			110,279			756,748			—			110,279			756,748			867,027			66,215		2020		40 Years
Rochester, NY			—			2,391,104			13,146,442			560			2,391,104			13,147,003			15,538,107			1,067,971		2020		40 Years
Syracuse, NY			—			1,432,858			6,115,247			—			1,432,858			6,115,247			7,548,105			573,090		2020		40 Years
Wainscott, NY			—			4,544,060			4,084,794			—			4,544,060			4,084,794			8,628,854			382,816		2020		40 Years
Watertown, NY			—			523,013			1,323,771			17,365			523,013			1,341,136			1,864,149			108,690		2020		40 Years
Boardman, OH			—			483,754			1,817,047			—			483,754			1,817,047			2,300,801			155,147		2020		40 Years
Carrollton, OH			—			251,046			1,593,367			—			251,046			1,593,367			1,844,413			149,133		2020		40 Years
Chillicothe, OH			—			760,959			10,507,546			—			760,959			10,507,546			11,268,505			984,911		2020		40 Years
Cincinnati, OH			—			381,550			1,651,643			—			381,550			1,651,643			2,033,193			141,018		2020		40 Years
Columbus, OH			—			1,689,259			6,937,214			7,998			1,689,259			6,945,212			8,634,471			676,375		2020		40 Years
Defiance, OH			—			127,517			1,407,734			(63,631)			127,517			1,344,103			1,471,620			100,425		2020		40 Years
Dunkirk, OH			—			230,958			1,069,772			4,509			230,958			1,074,280			1,305,238			96,070		2020		40 Years
Hudson, OH			—			548,279			763,934			4,891			548,279			768,825			1,317,104			57,631		2020		40 Years
Mason, OH			—			4,470,714			11,479,943			7,630			4,470,714			11,487,573			15,958,287			957,019		2020		40 Years
Massillon, OH			—			118,153			1,177,205			7,993			118,153			1,185,197			1,303,350			88,840		2020		40 Years
Mayfield Heights, OH			—			696,965			987,268			4,891			696,965			992,159			1,689,124			74,381		2020		40 Years
Oregon, OH			—			4,915,676			11,980,299			—			4,915,676			11,980,299			16,895,975			948,299		2020		40 Years
Parma, OH			—			1,301,846			—			—			1,301,846			—			1,301,846			—		2020
Toledo, OH			—			8,645,091			30,638			(1,550)			8,674,179			—			8,674,179			—		2020
Toledo, OH			—			4,950,900			8,979,618			—			4,950,900			8,979,618			13,930,518			710,824		2020		40 Years
Westerville, OH			—			946,988			1,786,197			4,891			946,988			1,791,088			2,738,076			134,301		2020		40 Years
Westerville, OH			—			690,653			1,402,190			832,471			690,653			2,234,661			2,925,314			160,934		2020		40 Years

F-51

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Checotah, OK			—			151,906			862,730			40,850			151,906			903,580			1,055,486			82,415		2020		40 Years
Elk City, OK			—			507,204			3,969,937			—			507,204			3,969,937			4,477,141			347,238		2020		40 Years
Moore, OK			—			1,649,938			1,480,239			7,993			1,649,938			1,488,232			3,138,170			111,567		2020		40 Years
Oklahoma City, OK			—			356,795			1,349,469			—			356,795			1,349,469			1,706,264			115,208		2020		40 Years
Eugene, OR			—			4,253,602			7,543,456			—			4,253,602			7,543,456			11,797,058			612,812		2020		40 Years
Seaside, OR			—			376,612			5,093,532			2,614			376,612			5,096,147			5,472,759			445,705		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			16,801			225,955			1,569,779			1,795,734			141,361		2020		40 Years
Nescopeck, PA			—			428,452			1,362,404			—			428,452			1,362,404			1,790,856			116,372		2020		40 Years
New Milford, PA			—			206,824			1,139,407			4,509			206,824			1,143,916			1,350,740			102,308		2020		40 Years
Orangeville, PA			—			201,441			1,065,583			—			201,441			1,065,583			1,267,024			86,579		2020		40 Years
Port Trevorton, PA			—			143,540			955,027			4,508			143,540			959,535			1,103,075			85,791		2020		40 Years
Tobyhanna, PA			—			181,003			1,066,380			4,508			181,003			1,070,889			1,251,892			95,766		2020		40 Years
Wellsboro, PA			—			165,062			1,091,790			—			165,062			1,091,790			1,256,852			81,884		2020		40 Years
Whitehall, PA			—			1,139,318			2,964,839			697,122			1,139,318			3,661,960			4,801,278			374,768		2020		40 Years
Chapin, SC			—			237,432			1,540,336			—			237,432			1,540,336			1,777,768			131,440		2020		40 Years
Clemson, SC			—			501,288			1,898,545			6,845			501,288			1,905,390			2,406,678			174,397		2020		40 Years
Columbia, SC			—			1,233,052			5,532,637			—			1,233,052			5,532,637			6,765,689			518,445		2020		40 Years
Columbia, SC			—			354,953			1,670,857			—			354,953			1,670,857			2,025,810			135,684		2020		40 Years
Greer, SC			—			426,062			1,800,058			29,426			426,062			1,829,484			2,255,546			177,445		2020		40 Years
Irmo, SC			—			274,327			729,177			—			274,327			729,177			1,003,504			59,246		2020		40 Years
Myrtle Beach, SC			—			858,941			1,377,893			—			858,941			1,377,893			2,236,834			134,919		2020		40 Years
Myrtle Beach, SC			—			389,784			915,150			7,993			389,784			923,143			1,312,927			69,186		2020		40 Years
Pageland, SC			—			305,018			2,185,114			24,897			305,018			2,210,011			2,515,029			169,998		2020		40 Years
Vermillion, SD			—			182,981			1,352,667			209,679			182,981			1,562,346			1,745,327			147,468		2020		40 Years
Yankton, SD			—			197,328			985,756			7,993			197,328			993,749			1,191,077			74,481		2020		40 Years
Cleveland, TN			—			1,060,966			1,508,917			(4,999)			1,055,966			1,508,917			2,564,883			147,748		2020		40 Years
Henderson, TN			—			109,252			705,187			—			109,252			705,187			814,439			57,242		2020		40 Years
Kimball, TN			—			1,509,366			11,782,512			—			1,509,366			11,782,512			13,291,878			1,030,756		2020		40 Years
Knoxville, TN			—			4,110,394			12,554,772			864			4,110,394			12,555,636			16,666,030			1,098,439		2020		40 Years
Knoxville, TN			—			210,544			1,396,261			—			210,544			1,396,261			1,606,805			113,328		2020		40 Years
Lakeland, TN			—			237,682			795,446			—			237,682			795,446			1,033,128			64,576		2020		40 Years
Nashville, TN			—			556,406			980,902			(980,902)			556,406			—			556,406			—		2020		40 Years
Nashville, TN			—			355,577			1,331,745			177,020			355,577			1,508,765			1,864,342			113,940		2020		40 Years
Seymour, TN			—			187,929			1,302,250			—			187,929			1,302,250			1,490,179			111,154		2020		40 Years
Tullahoma, TN			—			1,206,870			9,840,853			12,759			1,206,870			9,853,611			11,060,481			759,427		2020		40 Years
Belton, TX			—			587,479			2,228,889			—			587,479			2,228,889			2,816,368			176,380		2020		40 Years
Comanche, TX			—			93,935			1,213,190			—			93,935			1,213,190			1,307,125			121,319		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			40,091		2020		40 Years
Converse, TX			—			200,802			1,642,854			8,674			200,802			1,651,528			1,852,330			127,084		2020		40 Years
Cuero, TX			—			361,553			2,937,261			—			361,553			2,937,261			3,298,814			238,597		2020		40 Years
Dayton, TX			—			167,367			1,222,272			11,342			167,367			1,233,614			1,400,981			92,357		2020		40 Years
Devine, TX			—			307,379			1,194,057			—			307,379			1,194,057			1,501,436			97,017		2020		40 Years
El Paso, TX			—			5,085,368			9,188,052			33,706			5,085,368			9,221,758			14,307,126			843,785		2020		40 Years
Euless, TX			—			802,881			1,599,698			—			802,881			1,599,698			2,402,579			139,973		2020		40 Years
Gonzales, TX			—			382,828			2,667,952			—			382,828			2,667,952			3,050,780			216,711		2020		40 Years
Harker Heights, TX			—			659,665			863,417			—			659,665			863,417			1,523,082			70,153		2020		40 Years
Harker Heights, TX			—			1,564,673			806,551			12,204			1,564,673			818,755			2,383,428			61,673		2020		40 Years
Harlingen, TX			—			231,002			2,423,937			197,853			231,002			2,621,790			2,852,792			210,141		2020		40 Years
Houston, TX			—			5,229,809			6,223,821			22,180			5,229,809			6,246,000			11,475,809			532,283		2020		40 Years
Houston, TX			—			812,409			2,365,951			—			812,409			2,365,951			3,178,360			192,170		2020		40 Years
Houston, TX			—			835,464			5,596			17,094			858,154			—			858,154			—		2020
Humble, TX			—			595,712			2,044,118			(83,862)			511,850			2,044,118			2,555,968			183,019		2020		40 Years
La Feria, TX			—			44,473			1,170,246			6,975			44,473			1,177,221			1,221,694			93,124		2020		40 Years
Lake Jackson, TX			—			898,275			1,791,093			7,992			898,275			1,799,085			2,697,360			134,881		2020		40 Years
Lewisville, TX			—			1,033,074			1,746,113			—			1,033,074			1,746,113			2,779,187			152,785		2020		40 Years
Lubbock, TX			—			332,773			933,072			4,891			332,773			937,963			1,270,736			70,317		2020		40 Years
Lubbock, TX			—			1,884,836			5,897,417			38,387			1,884,836			5,935,804			7,820,640			444,898		2020		40 Years
Mansfield, TX			—			1,116,200			1,554,255			7,992			1,116,200			1,562,247			2,678,447			117,119		2020		40 Years
Mckinney, TX			—			2,304,155			1,862,729			7,993			2,304,155			1,870,722			4,174,877			140,254		2020		40 Years
Rhome, TX			—			477,504			2,267,040			43,781			477,504			2,310,821			2,788,325			172,175		2020		40 Years
Saginaw, TX			—			318,799			734,538			1,020			318,799			735,558			1,054,357			59,654		2020		40 Years
San Antonio, TX			—			947,884			884,952			7,993			947,884			892,945			1,840,829			66,921		2020		40 Years
Terrell, TX			—			1,065,186			3,244,273			—			1,065,186			3,244,273			4,309,459			324,427		2020		40 Years
Tomball, TX			—			789,415			1,258,695			7,993			789,415			1,266,687			2,056,102			94,952		2020		40 Years
Weslaco, TX			—			921,078			2,179,132			(36,040)			921,078			2,143,092			3,064,170			162,751		2020		40 Years
Chester, VA			—			389,357			—			37,083			426,440			—			426,440			—		2020
Galax, VA			—			160,074			1,185,312			32,976			160,074			1,218,288			1,378,362			93,733		2020		40 Years
Henrico, VA			—			439,174			1,681,279			36,356			439,174			1,717,635			2,156,809			131,031		2020		40 Years
Lynchburg, VA			—			241,396			890,833			12,097			241,396			902,930			1,144,326			67,644		2020		40 Years
Burlington, WI			—			1,121,515			3,220,272			7,994			1,121,515			3,228,266			4,349,781			242,070		2020		40 Years
Germantown, WI			—			617,945			1,199,846			7,994			617,945			1,207,840			1,825,785			90,538		2020		40 Years

F-52

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Minocqua, WI			—			226,898			2,866,258			680			226,898			2,866,939			3,093,837			226,828		2020		40 Years
Mt. Pleasant, WI			—			1,705,035			14,386,316			—			1,705,035			14,386,316			16,091,351			1,168,742		2020		40 Years
Portage, WI			—			800,764			3,052,566			17,061			800,764			3,069,627			3,870,391			255,083		2020		40 Years
Vienna, WV			—			141,299			1,283,342			—			141,298			1,283,343			1,424,641			128,334		2020		40 Years
Cheyenne, WY			—			884,988			2,104,537			210,757			884,987			2,315,295			3,200,282			177,401		2020		40 Years
Gadsden, AL			—			1,516,549			—			18,095			1,534,644			—			1,534,644			—		2021
Jasper, AL			—			733,824			5,508,628			—			733,824			5,508,628			6,242,452			309,791		2021		40 Years
Pelham, AL			—			919,330			2,327,831			—			919,330			2,327,831			3,247,161			169,738		2021		40 Years
Theodore, AL			—			121,550			1,211,283			14,504			121,550			1,225,787			1,347,337			61,199		2021		40 Years
Bentonville, AR			—			2,278,930			1,199,562			—			2,278,930			1,199,562			3,478,492			82,455		2021		40 Years
Jonesboro, AR			—			345,738			1,279,134			9,749			345,738			1,288,883			1,634,621			64,383		2021		40 Years
Little Rock, AR			—			2,050,887			1,527,796			—			2,050,887			1,527,796			3,578,683			95,348		2021		40 Years
Springdale, AR			—			1,331,671			1,696,714			—			1,331,671			1,696,714			3,028,385			98,959		2021		40 Years
Avondale, AZ			—			399,574			2,237,087			12,740			399,574			2,249,828			2,649,402			112,412		2021		40 Years
Winslow, AZ			—			375,135			999,436			—			375,135			999,436			1,374,571			62,366		2021		40 Years
Colton, CA			—			2,917,244			6,274,140			214			2,917,244			6,274,355			9,191,599			457,463		2021		40 Years
Colton, CA			—			904,398			—			214			904,612			—			904,612			—		2021
Elk Grove, CA			—			1,692,244			3,387,901			—			1,692,244			3,387,901			5,080,145			247,034		2021		40 Years
Pleasant Hill, CA			—			17,618,136			—			—			17,618,136			—			17,618,136			—		2021
Sacramento, CA			—			2,962,751			14,367,331			4,194			2,962,751			14,371,525			17,334,276			748,371		2021		40 Years
Van Nuys, CA			—			10,821,454			6,196,785			123,312			10,821,454			6,320,098			17,141,552			321,825		2021		40 Years
Silverthorne, CO			—			4,368,862			6,781,801			440,130			4,368,862			7,221,931			11,590,793			349,017		2021		40 Years
Colchester, CT			—			503,706			5,280,982			—			503,706			5,280,982			5,784,688			352,066		2021		40 Years
Orange, CT			—			2,155,182			2,723,325			3,000			2,155,182			2,726,325			4,881,507			167,539		2021		40 Years
Stratford, CT			—			993,610			6,285,488			—			993,610			6,285,488			7,279,098			353,508		2021		40 Years
Wallingford, CT			—			4,598,776			19,587,021			2,205			4,598,776			19,589,226			24,188,002			1,183,334		2021		40 Years
Wallingford, CT			—			13,491,385			4,628,672			1,939			13,491,385			4,630,612			18,121,997			242,921		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			1,834			2,949,873			7,125,597			10,075,470			385,801		2021		40 Years
Fort Walton Beach, FL			—			691,891			1,034,268			18,145			691,891			1,052,413			1,744,304			81,057		2021		40 Years
Hialeah, FL			—			4,971,380			—			5,191			4,976,571			—			4,976,571			—		2021
Hollywood, FL			—			804,622			3,907,841			285			804,622			3,908,126			4,712,748			244,071		2021		40 Years
Homestead, FL			—			545,581			1,461,745			—			545,581			1,461,745			2,007,326			109,416		2021		40 Years
Jacksonville, FL			—			1,072,558			756,285			—			1,072,558			756,285			1,828,843			51,872		2021		40 Years
Merritt Island, FL			—			422,211			2,372,216			—			422,211			2,372,216			2,794,427			133,377		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			36,672			8,041,301			10,536,593			18,577,894			591,672		2021		40 Years
Orlando, FL			—			1,039,722			—			—			1,039,722			—			1,039,722			—		2021
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			53,822		2021		40 Years
Tampa, FL			—			439,430			—			44,294			483,724			—			483,724			—		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			452,317		2021		40 Years
Athens, GA			—			68,943			6,048,020			28,018			68,943			6,076,038			6,144,981			392,980		2021		40 Years
Buford, GA			—			933,105			1,460,129			136			933,105			1,460,265			2,393,370			90,643		2021		40 Years
Conyers, GA			—			347,441			2,622,249			12,604			347,441			2,634,853			2,982,294			131,664		2021		40 Years
Dublin, GA			—			217,337			605,199			44,294			217,337			649,493			866,830			34,919		2021		40 Years
Gray, GA			—			148,268			1,074,924			—			148,268			1,074,924			1,223,192			71,634		2021		40 Years
Jefferson, GA			—			527,074			931,010			1,836			527,074			932,845			1,459,919			50,414		2021		40 Years
Jonesboro, GA			—			344,270			1,576,064			11,550			344,270			1,587,614			1,931,884			82,540		2021		40 Years
Kingsland, GA			—			185,047			2,599,400			—			185,047			2,599,400			2,784,447			151,558		2021		40 Years
Marietta, GA			—			1,177,865			1,833,593			10,875			1,177,865			1,844,468			3,022,333			133,971		2021		40 Years
Rome, GA			—			1,380,532			—			25,716			1,406,248			—			1,406,248			—		2021
Stockbridge, GA			—			278,080			1,479,158			46,794			278,080			1,525,952			1,804,032			74,944		2021		40 Years
Thomson, GA			—			257,455			1,291,280			14,423			257,455			1,305,703			1,563,158			65,195		2021		40 Years
Centerville, IA			—			182,203			2,115,086			—			182,203			2,115,086			2,297,289			136,426		2021		40 Years
Des Moines, IA			—			902,749			—			44,294			947,043			—			947,043			—		2021
Mason City, IA			—			869,564			3,270,795			62,237			869,564			3,333,032			4,202,596			225,199		2021		40 Years
Nampa, ID			—			229,425			1,558,507			—			229,425			1,558,507			1,787,932			94,140		2021		40 Years
Bloomingdale, IL			—			5,377,240			9,661,090			48,794			5,377,240			9,709,883			15,087,123			664,905		2021		40 Years
Bloomington, IL			—			239,089			1,826,238			—			239,089			1,826,238			2,065,327			110,315		2021		40 Years
Bourbonnais, IL			—			1,593,823			1,525,782			1,836			1,593,823			1,527,618			3,121,441			79,512		2021		40 Years
Carbondale, IL			—			496,342			1,025,021			8,125			496,342			1,033,146			1,529,488			60,477		2021		40 Years
Champaign, IL			—			3,112,523			4,504,390			—			3,112,523			4,504,390			7,616,913			253,120		2021		40 Years
Charleston, IL			—			2,650,341			—			25,533			2,675,874			—			2,675,874			—		2021
Chicago, IL			—			698,854			1,412,178			—			698,854			1,412,178			2,111,032			102,832		2021		40 Years
Coal City, IL			—			453,744			1,080,622			—			453,744			1,080,622			1,534,366			74,120		2021		40 Years
East Dundee, IL			—			1,567,806			—			—			1,567,806			—			1,567,806			—		2021
East Peoria, IL			—			2,404,155			—			25,533			2,429,688			—			2,429,688			—		2021
Hampshire, IL			—			3,866,229			—			1,836			3,868,065			—			3,868,065			—		2021
Huntley, IL			—			2,089,500			—			1,835			2,091,335			—			2,091,335			—		2021

F-53

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Joliet, IL			—			536,897			3,011,274			—			536,897			3,011,274			3,548,171			212,929		2021		40 Years
Lakemoor, IL			—			987,967			—			—			987,967			—			987,967			—		2021
Lombard, IL			—			5,480,904			—			1,836			5,482,740			—			5,482,740			—		2021
Mount Prospect, IL			—			885,540			—			934			886,474			—			886,474			—		2021
Naperville, IL			—			3,973,788			12,799,047			(403,423)			3,973,788			12,395,624			16,369,412			716,938		2021		40 Years
Rockford, IL			—			563,262			1,471,698			—			563,262			1,471,698			2,034,960			100,946		2021		40 Years
Romeoville, IL			—			4,835,683			—			48,960			4,884,643			—			4,884,643			—		2021
Schiller Park, IL			—			2,585,445			—			21,801			2,607,246			—			2,607,246			—		2021
Sheffield, IL			—			217,455			998,824			2,249			217,455			1,001,073			1,218,528			52,093		2021		40 Years
South Chicago Heights, IL			—			205,849			1,452,724			24,942			205,849			1,477,667			1,683,516			88,218		2021		40 Years
South Elgin, IL			—			648,899			3,916,025			2,359			648,899			3,918,384			4,567,283			203,981		2021		40 Years
South Elgin, IL			—			985,408			2,746,744			499,999			985,408			3,246,744			4,232,152			201,404		2021		40 Years
Streator, IL			—			203,924			1,040,180			2,249			203,924			1,042,429			1,246,353			54,247		2021		40 Years
Westchester, IL			—			296,452			1,252,538			—			296,452			1,252,538			1,548,990			73,065		2021		40 Years
Westmont, IL			—			2,284,013			8,912,960			—			2,284,013			8,912,960			11,196,973			630,974		2021		40 Years
Bedford, IN			—			239,065			956,272			2,249			239,065			958,521			1,197,586			49,877		2021		40 Years
Brownsburg, IN			—			329,868			3,033,286			—			329,868			3,033,286			3,363,154			221,177		2021		40 Years
Fort Wayne, IN			—			329,123			1,521,763			10,772			329,123			1,532,535			1,861,658			79,703		2021		40 Years
Granger, IN			—			406,211			1,459,388			—			406,211			1,459,388			1,865,599			97,292		2021		40 Years
Indianapolis, IN			—			362,907			2,710,927			—			362,907			2,710,927			3,073,834			163,765		2021		40 Years
Atchison, KS			—			298,258			1,193,243			12,752			298,258			1,205,996			1,504,254			62,672		2021		40 Years
Kiowa, KS			—			20,642			1,469,150			19,726			20,642			1,488,876			1,509,518			80,713		2021		40 Years
Liberal, KS			—			418,695			6,919,579			—			418,695			6,919,579			7,338,274			418,038		2021		40 Years
Manhattan, KS			—			1,419,099			—			1,835			1,420,934			—			1,420,934			—		2021
Merriam, KS			—			1,688,893			6,844,926			—			1,688,893			6,844,926			8,533,819			470,442		2021		40 Years
Louisville, KY			—			1,716,439			10,797,925			25,114			1,716,439			10,823,039			12,539,478			540,995		2021		40 Years
Bossier City, LA			—			695,883			1,918,101			339			695,883			1,918,440			2,614,323			135,593		2021		40 Years
Chalmette, LA			—			1,041,287			1,521,346			—			1,041,287			1,521,346			2,562,633			85,460		2021		40 Years
Clinton, LA			—			164,982			1,057,099			—			164,982			1,057,099			1,222,081			77,080		2021		40 Years
Independence, LA			—			273,598			1,022,901			19,305			273,598			1,042,207			1,315,805			51,990		2021		40 Years
Lake Charles, LA			—			976,288			2,744,759			—			976,288			2,744,759			3,721,047			194,255		2021		40 Years
Pineville, LA			—			136,853			1,307,116			—			136,853			1,307,116			1,443,969			96,123		2021		40 Years
Walker, LA			—			90,393			1,383,507			—			90,393			1,383,507			1,473,900			86,389		2021		40 Years
Abington, 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			358,479		2021		40 Years
Pittsfield, MA			—			1,514,648			16,947,554			—			1,514,648			16,947,554			18,462,202			988,591		2021		40 Years
Springfield, MA			—			4,451,982			—			—			4,451,982			—			4,451,982			—		2021
Baltimore, MD			—			1,393,361			2,819,672			12,398			1,393,361			2,832,070			4,225,431			147,390		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			117,157		2021		40 Years
Battle Creek, MI			—			101,794			1,083,512			—			101,794			1,083,512			1,185,306			67,491		2021		40 Years
Battle Creek, MI			—			271,928			1,143,856			1,836			271,928			1,145,692			1,417,620			59,635		2021		40 Years
Grand Rapids, MI			—			925,205			5,848,684			28,275			925,205			5,876,959			6,802,164			382,739		2021		40 Years
Lansing, MI			—			7,204,001			—			409			7,204,410			—			7,204,410			—		2021
Lansing, MI			—			4,285,184			—			822			4,286,006			—			4,286,006			—		2021
Okemos, MI			—			4,607,749			5,825,877			—			4,607,749			5,825,877			10,433,626			376,121		2021		40 Years
Saginaw, MI			—			285,004			896,731			8,898			285,004			905,629			1,190,633			45,226		2021		40 Years
Saginaw, MI			—			1,859,019			—			—			1,859,019			—			1,859,019			—		2021
Saginaw, MI			—			855,000			1,267,920			353,203			855,000			1,621,123			2,476,123			76,287		2021		40 Years
Sterling Heights, MI			—			484,463			2,991,098			148,901			484,463			3,140,000			3,624,463			205,468		2021		40 Years
Taylor, MI			—			403,176			1,862,968			—			403,176			1,862,968			2,266,144			116,339		2021		40 Years
Brooklyn Park, MN			—			2,386,951			2,002,599			—			2,386,951			2,002,599			4,389,550			141,851		2021		40 Years
Burnsville, MN			—			588,062			1,977,978			19,419			588,062			1,997,397			2,585,459			99,749		2021		40 Years
Fridley, MN			—			4,775,640			—			12,102			4,787,742			—			4,787,742			—		2021
Lakeville, MN			—			1,566,580			2,730,817			—			1,566,580			2,730,817			4,297,397			193,351		2021		40 Years
Oakdale, MN			—			4,800,338			12,814,387			—			4,800,338			12,814,387			17,614,725			880,738		2021		40 Years
Savage, MN			—			1,470,298			1,283,392			—			1,470,298			1,283,392			2,753,690			90,825		2021		40 Years
California, MO			—			62,996			1,479,867			—			62,996			1,479,867			1,542,863			98,589		2021		40 Years
Marshfield, MO			—			795,252			4,724,969			—			795,252			4,724,969			5,520,221			314,782		2021		40 Years
Pevely, MO			—			724,554			1,130,540			—			724,554			1,130,540			1,855,094			80,032		2021		40 Years
Sugar Creek, MO			—			488,219			1,038,408			—			488,219			1,038,408			1,526,627			69,159		2021		40 Years
Byhalia, MS			—			150,179			1,417,039			4,402			150,179			1,421,441			1,571,620			73,956		2021		40 Years
Byram, MS			—			5,279,846			10,832,879			—			5,279,846			10,832,879			16,112,725			699,490		2021		40 Years
Vicksburg, MS			—			705,202			825,075			—			705,202			825,075			1,530,277			46,315		2021		40 Years
Sidney, MT			—			190,517			3,935,720			—			190,517			3,935,720			4,126,237			221,315		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			85,424		2021		40 Years
Denver, NC			—			188,155			702,254			—			188,155			702,254			890,409			45,330		2021		40 Years
Garner, NC			—			545,483			2,714,833			—			545,483			2,714,833			3,260,316			197,957		2021		40 Years
Gastonia, NC			—			261,641			1,033,980			73,894			261,641			1,107,875			1,369,516			84,938		2021		40 Years

F-54

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Hickory, NC			—			417,127			1,548,699			5,836			417,127			1,554,535			1,971,662			84,005		2021		40 Years
High Point, NC			—			367,561			1,427,032			69,492			367,561			1,496,524			1,864,085			114,437		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
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			116,056			188,167			1,434,069			1,622,236			81,711		2021		40 Years
Statesville, NC			—			1,073,746			6,186,151			6,965			1,073,746			6,193,116			7,266,862			464,266		2021		40 Years
Statesville, NC			—			742,521			1,547,361			44,293			742,521			1,591,655			2,334,176			87,916		2021		40 Years
Wilmington, NC			—			1,387,879			—			—			1,387,879			—			1,387,879			—		2021
Bottineau, ND			—			680,781			2,851,784			22,314			680,781			2,874,097			3,554,878			149,500		2021		40 Years
Blair, NE			—			65,927			1,171,950			—			65,927			1,171,950			1,237,877			68,261		2021		40 Years
Crete, NE			—			283,765			4,583,875			1,835			283,765			4,585,710			4,869,475			248,278		2021		40 Years
Valentine, NE			—			30,526			1,276,252			2,500			30,526			1,278,752			1,309,278			66,550		2021		40 Years
Wayne, NE			—			24,660			1,211,103			—			24,660			1,211,103			1,235,763			70,545		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
East Hanover, NJ			—			2,424,060			—			153			2,424,213			—			2,424,213			—		2021
East Hanover, NJ			—			6,185,969			6,748,014			153			6,185,969			6,748,167			12,934,136			484,688		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			—			(88,104)			(75,986)			—			(75,986)			—		2021
Lawrenceville, NJ			—			—			1,111,855			—			—			1,111,855			1,111,855			78,562		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			113,697		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			123,619		2021		40 Years
Parsippany, NJ			—			20,901,499			—			11,676			20,901,499			11,676			20,913,175			1,168		2021		40 Years
Pennsauken, NJ			—			3,731,685			—			(74,044)			3,657,641			—			3,657,641			—		2021
Randolph, NJ			—			3,550,608			—			—			3,550,608			—			3,550,608			—		2021
Upper Deerfield, NJ			—			194,607			1,729,659			12,085			194,607			1,741,743			1,936,350			101,408		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			115,716		2021		40 Years
Woodbridge, NJ			—			737,212			2,644,765			—			737,212			2,644,765			3,381,977			182,854		2021		40 Years
Albuquerque, NM			—			2,812,052			—			—			2,812,052			—			2,812,052			—		2021
Albuquerque, NM			—			433,221			1,163,623			—			433,221			1,163,623			1,596,844			72,591		2021		40 Years
Albuquerque, NM			—			698,506			3,183,377			22,723			698,506			3,206,100			3,904,606			166,794		2021		40 Years
Espanola, NM			—			5,630,895			—			1,835			5,632,730			—			5,632,730			—		2021
Kingston, NY			—			515,184			3,795,511			81,585			515,184			3,877,096			4,392,280			223,076		2021		40 Years
New Rochelle, NY			—			14,519,339			21,244,741			(175)			14,519,339			21,244,566			35,763,905			1,375,941		2021		40 Years
Niagara Falls, NY			—			353,653			6,062,345			—			353,653			6,062,345			6,415,998			416,600		2021		40 Years
North Babylon, NY			—			2,090,724			—			14,709			2,105,433			—			2,105,433			(3)		2021
Plattsburgh, NY			—			161,089			2,240,530			9,796			161,089			2,250,327			2,411,416			126,458		2021		40 Years
Rochester, NY			—			1,097,316			7,362,973			—			1,097,316			7,362,973			8,460,289			505,847		2021		40 Years
Scarsdale, NY			—			886,492			1,108,577			—			886,492			1,108,577			1,995,069			62,277		2021		40 Years
Wappingers Falls, NY			—			595,962			3,792,944			—			595,962			3,792,944			4,388,906			252,863		2021		40 Years
Bedford, OH			—			222,469			1,643,801			—			222,469			1,643,801			1,866,270			95,709		2021		40 Years
Canton, OH			—			289,416			1,625,007			4,401			289,416			1,629,409			1,918,825			84,788		2021		40 Years
Chesapeake, OH			—			314,084			2,102,730			96,500			314,084			2,199,230			2,513,314			162,872		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			97,697		2021		40 Years
Fairview Park, OH			—			1,445,514			5,043,700			144,115			1,445,514			5,187,814			6,633,328			263,890		2021		40 Years
Gallipolis, OH			—			818,390			2,159,967			—			818,390			2,159,967			2,978,357			157,395		2021		40 Years
Geneva, OH			—			193,381			1,317,460			—			193,381			1,317,460			1,510,841			76,726		2021		40 Years
Groveport, OH			—			386,687			1,166,510			668			386,687			1,167,178			1,553,865			77,652		2021		40 Years
Hilliard, 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			—			(68)			707,842			—			707,842			—		2021
Hilliard, OH			—			1,428,428			—			—			1,428,428			—			1,428,428			—		2021
Mentor, OH			—			484,808			2,222,441			10,946			484,808			2,233,387			2,718,195			111,601		2021		40 Years
Milford Center, OH			—			193,215			924,186			12,483			193,215			936,670			1,129,885			46,756		2021		40 Years
New Lexington, OH			—			670,811			2,171,553			—			670,811			2,171,553			2,842,364			158,240		2021		40 Years
Octa, OH			—			3,303,590			—			1,835			3,305,425			—			3,305,425			—		2021
Pataskala, OH			—			626,985			1,071,479			—			626,985			1,071,479			1,698,464			62,411		2021		40 Years
Reynoldsburg, OH			—			1,986,486			—			5,881			1,992,367			—			1,992,367			—		2021
Rocky River, OH			—			4,045,087			—			—			4,045,087			—			4,045,087			—		2021

F-55

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Rocky River, OH			—			2,151,951			—			20,215			2,172,166			—			2,172,166			—		2021
Rocky River, OH			—			1,372,577			—			20,215			1,392,792			—			1,392,792			—		2021
Sidney, OH			—			45,594			1,562,442			—			45,594			1,562,442			1,608,036			91,051		2021		40 Years
Streetsboro, OH			—			199,026			975,438			10,947			199,026			986,385			1,185,411			49,251		2021		40 Years
Toledo, OH			—			4,839,262			6,842,158			—			4,839,262			6,842,158			11,681,420			441,756		2021		40 Years
Urbana, OH			—			4,690,277			6,963,348			—			4,690,277			6,963,348			11,653,625			449,582		2021		40 Years
Winchester, OH			—			259,544			1,236,805			4,402			259,544			1,241,207			1,500,751			64,569		2021		40 Years
Atoka, OK			—			335,303			3,504,781			—			335,303			3,504,781			3,840,084			197,074		2021		40 Years
Stillwater, OK			—			501,114			3,252,177			—			501,114			3,252,177			3,753,291			182,850		2021		40 Years
Tillamook, OR			—			1,491,707			5,261,299			—			1,491,707			5,261,299			6,753,006			328,761		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			8,447			1,545,236			20,032,320			21,577,556			1,084,981		2021		40 Years
Greenville, PA			—			1,117,096			10,381,185			25,171			1,117,096			10,406,356			11,523,452			520,161		2021		40 Years
Harrisburg, PA			—			1,276,788			—			48,225			1,325,013			—			1,325,013			—		2021
Philadelphia, PA			—			547,237			1,503,662			—			547,237			1,503,662			2,050,899			103,299		2021		40 Years
Quakertown, PA			—			1,763,324			—			30,834			1,794,158			—			1,794,158			—		2021
West Mifflin, PA			—			1,275,400			—			—			1,275,400			—			1,275,400			—		2021
Anderson, SC			—			1,327,346			5,564,166			331,189			1,327,346			5,895,355			7,222,701			345,082		2021		40 Years
Bluffton, SC			—			473,900			3,740,291			—			473,900			3,740,291			4,214,191			210,281		2021		40 Years
Columbia, SC			—			307,888			2,411,359			—			307,888			2,411,359			2,719,247			135,568		2021		40 Years
Fort Mill, SC			—			1,675,276			5,987,483			29,821			1,675,276			6,017,305			7,692,581			325,627		2021		40 Years
Lancaster, SC			—			187,595			991,659			52,829			187,595			1,044,489			1,232,084			60,997		2021		40 Years
Olanta, SC			—			81,182			820,443			—			81,182			820,443			901,625			46,083		2021		40 Years
Sumter, SC			—			305,903			571,538			68,009			305,903			639,547			945,450			39,200		2021		40 Years
Pierre, SD			—			181,579			2,071,921			—			181,579			2,071,921			2,253,500			129,414		2021		40 Years
Watertown, SD			—			561,618			1,596,716			8,458			561,618			1,605,174			2,166,792			80,206		2021		40 Years
Antioch, TN			—			935,614			—			—			935,614			—			935,614			—		2021
Clarksville, TN			—			238,147			1,331,623			8,200			238,147			1,339,823			1,577,970			97,485		2021		40 Years
Crossville, TN			—			691,538			2,633,769			21,858			691,538			2,655,627			3,347,165			141,249		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			2,500			1,730,483			3,102,654			4,833,137			174,305		2021		40 Years
Knoxville, TN			—			1,762,166			3,753,566			—			1,762,166			3,753,566			5,515,732			234,575		2021		40 Years
Lakesite, TN			—			834,052			999,412			—			834,052			999,412			1,833,464			68,637		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			30,414			1,479,874			3,950,429			5,430,303			213,434		2021		40 Years
Baytown, TX			—			5,245,019			13,452,319			—			5,245,019			13,452,319			18,697,338			868,662		2021		40 Years
Burleson, TX			—			1,899,691			1,955,961			—			1,899,691			1,955,961			3,855,652			130,370		2021		40 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			332,825		2021		40 Years
El Paso, TX			—			4,640,263			—			—			4,640,263			—			4,640,263			—		2021
Kerrville, TX			—			629,024			2,862,560			27,659			629,024			2,890,219			3,519,243			178,910		2021		40 Years
Midland, TX			—			3,506,179			1,938,388			—			3,506,179			1,938,388			5,444,567			121,125		2021		40 Years
Monahans, TX			—			783,242			2,930,495			2,500			783,242			2,932,995			3,716,237			146,634		2021		40 Years
Odessa, TX			—			2,378,043			1,905,793			—			2,378,043			1,905,793			4,283,836			119,088		2021		40 Years
Odessa, TX			—			2,256,629			1,689,906			—			2,256,629			1,689,906			3,946,535			105,595		2021		40 Years
Odessa, TX			—			2,365,571			1,566,637			—			2,365,571			1,566,637			3,932,208			97,891		2021		40 Years
Richmond, TX			—			478,530			2,624,852			—			478,530			2,624,852			3,103,382			158,565		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			112,600		2021		40 Years
Texarkana, TX			—			1,312,692			2,124,343			12,218			1,312,692			2,136,561			3,449,253			145,720		2021		40 Years
White Oak, TX			—			120,160			1,224,831			468			120,160			1,225,299			1,345,459			76,321		2021		40 Years
Orem, UT			—			764,062			2,054,014			—			764,062			2,054,014			2,818,076			149,772		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			339,441		2021		40 Years
Lynchburg, VA			—			2,102,839			6,892,262			—			2,102,839			6,892,262			8,995,101			472,681		2021		40 Years
Manassas, VA			—			3,659,187			3,746,418			—			3,659,187			3,746,418			7,405,605			249,761		2021		40 Years
Newport News, VA			—			287,461			2,086,888			11,460			287,461			2,098,348			2,385,809			104,846		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			184,243		2021		40 Years
Port Angeles, WA			—			476,652			5,940,135			—			476,652			5,940,135			6,416,787			364,127		2021		40 Years
Puyallup, WA			—			1,626,445			2,757,598			—			1,626,445			2,757,598			4,384,043			172,225		2021		40 Years
Roy, WA			—			327,278			1,862,388			—			327,278			1,862,388			2,189,666			116,348		2021		40 Years
Antigo, WI			—			150,406			907,287			1,835			150,406			909,122			1,059,528			49,124		2021		40 Years
Brown Deer, WI			—			413,053			2,893,299			25,988			413,053			2,919,287			3,332,340			145,802		2021		40 Years
Eau Claire, WI			—			2,897,122			6,600,361			—			2,897,122			6,600,361			9,497,483			454,708		2021		40 Years
Milwaukee, WI			—			63,728			1,834,352			—			63,728			1,834,352			1,898,080			110,768		2021		40 Years
Sheboygan, WI			—			373,040			3,470,250			8,476			373,040			3,478,726			3,851,766			188,278		2021		40 Years
Athens, WV			—			416,517			1,472,494			—			416,517			1,472,494			1,889,011			107,267		2021		40 Years

F-56

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Beckley, WV			—			663,138			2,263,526			—			663,138			2,263,526			2,926,664			167,814		2021		40 Years
Buckhannon, WV			—			469,129			1,853,528			151,900			469,129			2,005,428			2,474,557			150,241		2021		40 Years
Elkins, WV			—			397,225			1,832,516			—			397,225			1,832,516			2,229,741			133,518		2021		40 Years
Huntington, WV			—			447,207			1,851,268			—			447,207			1,851,268			2,298,475			137,143		2021		40 Years
Huntington, WV			—			572,162			1,386,007			—			572,162			1,386,007			1,958,169			103,633		2021		40 Years
Princeton, WV			—			778,229			2,357,830			—			778,229			2,357,830			3,136,059			171,823		2021		40 Years
Princeton, WV			—			233,205			1,245,497			—			233,205			1,245,497			1,478,702			75,229		2021		40 Years
Bessemer, AL			—			319,436			1,007,258			—			319,436			1,007,258			1,326,694			44,067		2022		40 Years
Blountsville, AL			—			231,165			1,316,448			—			231,165			1,316,448			1,547,613			46,117		2022		40 Years
Clayton, AL			—			305,323			1,199,107			3,009			305,323			1,202,116			1,507,439			42,614		2022		40 Years
Foley, AL			—			876,745			1,662,760			—			876,745			1,662,760			2,539,505			63,445		2022		40 Years
Grant, AL			—			77,433			1,188,768			—			77,433			1,188,768			1,266,201			43,339		2022		40 Years
Hoover, AL			—			1,548,554			1,351,397			—			1,548,554			1,351,397			2,899,951			38,743		2022		40 Years
Madison, AL			—			1,317,052			1,381,193			—			1,317,052			1,381,193			2,698,245			42,407		2022		40 Years
Mobile, AL			—			81,304			1,526,990			—			81,304			1,526,990			1,608,294			66,914		2022		40 Years
Talladega, AL			—			903,998			2,044,842			35,677			907,712			2,076,805			2,984,517			58,025		2022		40 Years
Springdale, AR			—			568,164			3,133,875			—			568,164			3,133,875			3,702,039			137,107		2022		40 Years
Coal Hill, AR			—			134,620			1,378,371			7,300			134,620			1,385,671			1,520,291			57,992		2022		40 Years
Conway, AR			—			357,768			2,955,854			—			357,768			2,955,854			3,313,622			106,922		2022		40 Years
Fort Smith, AR			—			50,300			2,378,776			26,235			50,300			2,405,011			2,455,311			89,363		2022		40 Years
Lincoln, AR			—			318,811			1,269,472			—			318,811			1,269,472			1,588,283			40,978		2022		40 Years
Little Rock, AR			—			369,985			4,260,606			12,795			369,985			4,273,401			4,643,386			159,808		2022		40 Years
Pine Bluff, AR			—			216,373			391,093			—			216,373			391,093			607,466			14,666		2022		40 Years
Russellville, AR			—			176,925			481,057			15			176,925			481,072			657,997			17,957		2022		40 Years
Springdale, AR			—			1,333,032			2,929,959			15,074			1,333,032			2,945,032			4,278,064			109,929		2022		40 Years
Glendale, AZ			—			3,552,730			3,229,514			8,381			3,552,730			3,237,895			6,790,625			109,929		2022		40 Years
Phoenix, AZ			—			1,393,147			3,822,282			48,359			1,393,147			3,870,640			5,263,787			143,698		2022		40 Years
Tolleson, AZ			—			2,091,545			4,359,819			21,687			2,091,545			4,381,506			6,473,051			137,595		2022		40 Years
Bakersfield, CA			—			1,205,283			3,010,596			12,716			1,205,283			3,023,312			4,228,595			97,569		2022		40 Years
La Cañada, CA			—			1,921,417			457,495			15			1,921,417			457,509			2,378,926			17,073		2022		40 Years
Ontario, CA			—			3,173,695			2,567,059			15			3,173,695			2,567,074			5,740,769			96,182		2022		40 Years
Riverside, CA			—			3,081,078			14,365,552			34,500			3,081,078			14,400,052			17,481,130			600,036		2022		40 Years
Stockton, CA			—			1,275,187			945,420			—			1,275,187			945,420			2,220,607			43,553		2022		40 Years
Turlock, CA			—			487,463			2,212,222			—			487,463			2,212,222			2,699,685			71,041		2022		40 Years
Turlock, CA			—			1,200,474			4,510,849			—			1,200,474			4,510,849			5,711,323			137,441		2022		40 Years
Turlock, CA			—			1,086,480			5,124,804			—			1,086,480			5,124,804			6,211,284			193,536		2022		40 Years
Vallejo, CA			—			2,769,671			2,513,905			—			2,769,671			2,513,905			5,283,576			112,361		2022		40 Years
Windsor Hill, CA			—			3,332,206			2,100,596			—			3,332,206			2,100,596			5,432,802			102,777		2022		40 Years
Middletown, CT			—			2,143,995			2,943,499			—			2,143,995			2,943,499			5,087,494			140,730		2022		40 Years
Waterbury, CT			—			972,505			2,058,031			—			972,505			2,058,031			3,030,536			80,321		2022		40 Years
West Hartford, CT			—			852,020			5,066,206			234,600			852,020			5,300,806			6,152,826			225,799		2022		40 Years
West Hartford, CT			—			4,044,465			14,245,446			4,996			4,044,465			14,250,442			18,294,907			600,959		2022		40 Years
Wethersfield, CT			—			553,394			1,132,300			—			553,394			1,132,300			1,685,694			42,461		2022		40 Years
Wethersfield, CT			—			933,446			1,502,866			30			933,446			1,502,895			2,436,341			56,192		2022		40 Years
Millsboro, DE			—			6,857,716			—			—			6,857,716			—			6,857,716			—		2022
Ocala, FL			—			204,589			1,703,533			—			204,589			1,703,533			1,908,122			74,529		2022		40 Years
Palm Coast, FL			—			479,504			984,850			—			479,504			984,850			1,464,354			47,118		2022		40 Years
Panama City, FL			—			1,998,986			1,409,662			—			1,998,986			1,409,662			3,408,648			61,673		2022		40 Years
Sanford, FL			—			3,590,819			2,515,568			—			3,590,819			2,515,568			6,106,387			110,056		2022		40 Years
Trenton, FL			—			430,460			2,288,147			15,700			430,460			2,303,847			2,734,307			100,412		2022		40 Years
Chiefland, FL			—			489,309			1,306,132			225,812			489,309			1,531,945			2,021,254			72,880		2022		40 Years
Coral Gables, FL			—			3,127,647			272,255			15			3,127,647			272,270			3,399,917			10,127		2022		40 Years
Crestview, FL			—			961,109			1,044,147			—			961,109			1,044,147			2,005,256			38,323		2022		40 Years
Destin, FL			—			1,830,319			780,173			—			1,830,319			780,173			2,610,492			24,172		2022		40 Years
Gainesville, FL			—			1,173,553			517,450			15			1,173,553			517,465			1,691,018			19,322		2022		40 Years
Gainesville, FL			—			2,544,415			5,881,080			16,562			2,544,415			5,897,642			8,442,057			186,425		2022		40 Years
Hollywood, FL			—			927,500			1,351,709			15			927,500			1,351,724			2,279,224			50,607		2022		40 Years
Homestead, FL			—			1,021,155			735,752			15			1,021,155			735,767			1,756,922			27,508		2022		40 Years
Jacksonville Beach, FL			—			1,130,336			991,755			15			1,130,336			991,770			2,122,106			37,108		2022		40 Years
Jacksonville, FL			—			1,057,416			1,007,440			—			1,057,416			1,007,440			2,064,856			37,779		2022		40 Years
Jacksonville, FL			—			1,185,978			1,025,426			—			1,185,978			1,025,426			2,211,404			38,453		2022		40 Years
Jacksonville, FL			—			235,155			3,784,135			151,789			235,155			3,935,924			4,171,079			143,302		2022		40 Years
Jacksonville, FL			—			216,803			1,400,601			—			216,803			1,400,601			1,617,404			54,799		2022		40 Years
Jacksonville, FL			—			415,780			1,668,994			—			415,780			1,668,994			2,084,774			60,329		2022		40 Years
Lake Butler, FL			—			503,163			1,360,333			—			503,163			1,360,333			1,863,496			52,508		2022		40 Years
Marco Island, FL			—			1,350,573			504,251			23,968			1,350,573			528,219			1,878,792			18,467		2022		40 Years
Melbourne, FL			—			653,912			961,132			—			653,912			961,132			1,615,044			34,673		2022		40 Years
Miami, FL			—			2,700,553			1,142,400			15			2,700,553			1,142,414			3,842,967			42,757		2022		40 Years
North Palm Beach, FL			—			662,025			950,514			15			662,025			950,529			1,612,554			35,562		2022		40 Years
Pensacola, FL			—			536,059			1,628,848			—			536,059			1,628,848			2,164,907			54,165		2022		40 Years
Tallahassee, FL			—			336,533			2,677,778			3,740			336,533			2,681,517			3,018,050			69,793		2022		40 Years
Vero Beach, FL			—			1,037,380			1,397,227			15			1,037,380			1,397,242			2,434,622			52,313		2022		40 Years
West Palm Beach, FL			—			2,925,553			264,350			15			2,925,553			264,364			3,189,917			9,830		2022		40 Years

F-57

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Winter Springs, FL			—			1,606,141			873,427			15			1,606,141			873,441			2,479,582			32,671		2022		40 Years
New Port Richey, FL			—			791,096			2,857,431			(645,627)			145,469			2,857,431			3,002,900			92,259		2022		40 Years
Calhoun, GA			—			370,237			1,896,447			—			370,237			1,896,447			2,266,684			90,781		2022		40 Years
Chula, GA			—			316,673			949,483			—			316,673			949,483			1,266,156			45,405		2022		40 Years
Perry, GA			—			567,281			11,880,078			—			567,281			11,880,078			12,447,359			519,465		2022		40 Years
Surrency, GA			—			399,599			853,287			—			399,599			853,287			1,252,886			40,809		2022		40 Years
Swainsboro, GA			—			113,339			2,874,987			15,400			113,339			2,890,387			3,003,726			125,909		2022		40 Years
Augusta, GA			—			72,851			1,604,212			15			72,851			1,604,226			1,677,077			60,075		2022		40 Years
Augusta, GA			—			199,100			1,794,406			—			199,100			1,794,406			1,993,506			64,957		2022		40 Years
Bremen, GA			—			203,102			5,264,118			—			203,102			5,264,118			5,467,220			182,475		2022		40 Years
Canton, GA			—			3,078,088			6,862,199			—			3,078,088			6,862,199			9,940,287			235,694		2022		40 Years
Dawsonville, GA			—			264,759			1,005,563			—			264,759			1,005,563			1,270,322			32,400		2022		40 Years
Edison, GA			—			397,493			1,253,203			3,009			397,493			1,256,213			1,653,706			40,410		2022		40 Years
Hephzibah, GA			—			109,510			1,460,599			—			109,510			1,460,599			1,570,109			57,281		2022		40 Years
Newman, GA			—			1,619,186			5,272,513			—			1,619,186			5,272,513			6,891,699			190,733		2022		40 Years
Pooler, GA			—			736,451			2,777,892			—			736,451			2,777,892			3,514,343			108,845		2022		40 Years
Statesboro, GA			—			723,713			1,146,114			—			723,713			1,146,114			1,869,827			42,001		2022		40 Years
Bettendorf, IA			—			1,314,298			3,229,705			3,734			1,318,012			3,229,725			4,547,737			107,752		2022		40 Years
Bettendorf, IA			—			280,575			1,114,056			3,734			284,289			1,114,076			1,398,365			30,940		2022		40 Years
Bettendorf, IA			—			248,576			—			3,734			252,311			—			252,311			—		2022
Corning, IA			—			30,145			1,365,946			2,204			30,145			1,368,151			1,398,296			49,938		2022		40 Years
Fredericksburg, IA			—			30,004			1,280,340			2,204			30,004			1,282,544			1,312,548			46,411		2022		40 Years
Weiser, ID			—			76,942			1,488,028			—			76,942			1,488,028			1,564,970			46,672		2022		40 Years
Hainesville, IL			—			3,130,195			1,216,373			5,000			3,130,195			1,221,373			4,351,568			60,777		2022		40 Years
O'Fallon, IL			—			893,771			2,322,875			—			893,771			2,322,875			3,216,646			111,184		2022		40 Years
Plainfield, IL			—			634,629			959,057			—			634,629			959,057			1,593,686			41,907		2022		40 Years
Bellwood, IL			—			1,441,254			—			—			1,441,254			—			1,441,254			—		2022
Calumet City, IL			—			434,232			939,480			23,400			434,232			962,880			1,397,112			28,074		2022		40 Years
Chicago, IL			—			673,631			950,418			—			673,631			950,418			1,624,049			32,093		2022		40 Years
Cicero, IL			—			371,928			1,410,440			—			371,928			1,410,440			1,782,368			49,709		2022		40 Years
Elgin, IL			—			860,328			1,964,892			—			860,328			1,964,892			2,825,220			62,115		2022		40 Years
Franklin Park, IL			—			444,444			1,411,881			—			444,444			1,411,881			1,856,325			45,194		2022		40 Years
Hoffman Estates, IL			—			529,309			3,946,239			67,180			529,309			4,013,419			4,542,728			134,694		2022		40 Years
Lansing, IL			—			200,857			2,082,566			450			200,857			2,083,016			2,283,873			71,453		2022		40 Years
Lynwood, IL			—			97,956			1,148,587			1,119			97,956			1,149,706			1,247,662			33,951		2022		40 Years
Markham, IL			—			2,638,402			—			—			2,638,402			—			2,638,402			—		2022
Naperville, IL			—			3,749,690			—			—			3,749,690			—			3,749,690			—		2022
Pecatonica, IL			—			187,658			1,302,630			1,119			187,658			1,303,749			1,491,407			38,571		2022		40 Years
Romeoville, IL			—			3,564,144			3,088,724			—			3,564,144			3,088,724			6,652,868			103,205		2022		40 Years
Round Lake Beach, IL			—			625,866			2,657,522			9,542			625,866			2,667,064			3,292,930			90,728		2022		40 Years
Roxana, IL			—			391,797			1,575,658			26,996			391,797			1,602,654			1,994,451			41,569		2022		40 Years
South Elgin, IL			—			618,840			2,908,118			2,233,033			650,936			5,109,054			5,759,990			107,722		2022		40 Years
Tinley Park, IL			—			408,954			1,262,396			47,005			408,954			1,309,401			1,718,355			82,745		2022		40 Years
Waukegan, IL			—			883,882			1,323,127			9,917			883,882			1,333,044			2,216,926			36,807		2022		40 Years
Greenfield, IN			—			366,213			651,652			—			366,213			651,652			1,017,865			28,376		2022		40 Years
Winchester, IN			—			91,925			2,351,576			155,700			91,925			2,507,276			2,599,201			121,937		2022		40 Years
Attica, IN			—			475,447			1,730,232			12,165			475,447			1,742,397			2,217,844			49,157		2022		40 Years
Boswell, IN			—			78,218			1,268,380			2,364			78,218			1,270,744			1,348,962			46,296		2022		40 Years
DeMotte, IN			—			421,240			1,318,829			—			421,240			1,318,829			1,740,069			55,762		2022		40 Years
Evansville, IN			—			140,334			810,428			—			140,334			810,428			950,762			42,324		2022		40 Years
Indianapolis, IN			—			432,264			3,657,559			270,809			435,978			3,924,654			4,360,632			115,116		2022		40 Years
Kentland, IN			—			60,638			1,336,242			—			60,638			1,336,242			1,396,880			42,622		2022		40 Years
Merrillville, IN			—			202,967			1,406,373			—			202,967			1,406,373			1,609,340			46,198		2022		40 Years
Switz City, IN			—			78,568			1,355,225			2,364			78,568			1,357,589			1,436,157			49,416		2022		40 Years
Lansing, KS			—			626,782			2,546,877			—			626,782			2,546,877			3,173,659			116,657		2022		40 Years
Goddard, KS			—			590,138			3,000,737			90,458			590,138			3,091,194			3,681,332			105,245		2022		40 Years
Kansas City, KS			—			175,008			624,234			84,823			175,008			709,057			884,065			24,107		2022		40 Years
Lawrence, KS			—			1,205,052			1,279,300			—			1,205,052			1,279,300			2,484,352			60,735		2022		40 Years
Topeka, KS			—			1,434,423			—			—			1,434,423			—			1,434,423			—		2022
Wichita, KS			—			419,468			1,034,134			7,812			419,468			1,041,945			1,461,413			31,765		2022		40 Years
Edmonton, KY			—			298,674			2,629,815			—			298,674			2,629,815			2,928,489			114,999		2022		40 Years
Brandenburg, KY			—			729,975			1,751,191			—			729,975			1,751,191			2,481,166			90,681		2022		40 Years
Coldiron, KY			—			318,829			1,298,446			3,009			318,829			1,301,455			1,620,284			41,896		2022		40 Years
Louisville, KY			—			356,816			1,154,276			11,555			356,816			1,165,830			1,522,646			32,465		2022		40 Years
Morganfield, KY			—			85,769			1,298,550			—			85,769			1,298,550			1,384,319			52,172		2022		40 Years
Baton Rouge, LA			—			1,198,858			3,163,251			—			1,198,858			3,163,251			4,362,109			144,894		2022		40 Years
Donaldsonville, LA			—			1,007,428			2,228,224			—			1,007,428			2,228,224			3,235,652			97,485		2022		40 Years
Gretna, LA			—			636,981			3,081,276			—			636,981			3,081,276			3,718,257			135,545		2022		40 Years
Plain Dealing, LA			—			120,709			1,234,522			7,300			120,709			1,241,822			1,362,531			53,792		2022		40 Years
Bogalusa, LA			—			2,009,203			2,772,165			—			2,009,203			2,772,165			4,781,368			121,282		2022		40 Years
Campti, LA			—			146,784			1,068,283			—			146,784			1,068,283			1,215,067			47,605		2022		40 Years
Center Point, LA			—			9,988			991,058			—			9,988			991,058			1,001,046			44,837		2022		40 Years
Denham Springs, LA			—			261,591			1,084,538			21,212			261,591			1,105,750			1,367,341			33,349		2022		40 Years

F-58

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Erwinville, LA			—			146,236			575,669			25,582			146,236			601,251			747,487			23,913		2022		40 Years
Lafayette/Scott, LA			—			350,159			1,102,175			1,119			350,159			1,103,294			1,453,453			36,194		2022		40 Years
Livingston, LA			—			362,592			952,241			21,212			362,592			973,453			1,336,045			29,279		2022		40 Years
Minden, LA			—			126,902			969,983			8,750			126,902			978,733			1,105,635			42,825		2022		40 Years
Montegut, LA			—			479,549			913,248			21,212			479,549			934,460			1,414,009			28,297		2022		40 Years
Morganza, LA			—			213,888			1,108,087			1,119			213,888			1,109,206			1,323,094			33,443		2022		40 Years
New Iberia, LA			—			314,985			1,072,523			1,119			314,985			1,073,642			1,388,627			32,892		2022		40 Years
St. Martinville, LA			—			415,223			1,056,403			1,119			415,223			1,057,522			1,472,745			34,578		2022		40 Years
Danvers, MA			—			6,043,876			—			6,538			6,050,413			—			6,050,413			—		2022
Leominster, MA			—			1,975,829			5,144,054			11,300			1,975,829			5,155,354			7,131,183			210,905		2022		40 Years
Saugus, MA			—			3,927,594			1,374,841			13,021			3,927,594			1,387,862			5,315,456			49,477		2022		40 Years
Worcester, MA			—			7,944,877			—			(105)			7,944,772			—			7,944,772			—		2022
Boonsboro, MD			—			689,063			1,248,800			—			689,063			1,248,800			1,937,863			54,635		2022		40 Years
Cumberland, MD			—			485,641			1,377,264			—			485,641			1,377,264			1,862,905			60,255		2022		40 Years
Germantown, MD			—			4,341,903			1,717,868			—			4,341,903			1,717,868			6,059,771			82,224		2022		40 Years
Hagerstown, MD			—			599,602			1,224,097			—			599,602			1,224,097			1,823,699			53,517		2022		40 Years
Joppa, MD			—			1,911,100			2,626,946			—			1,911,100			2,626,946			4,538,046			137,442		2022		40 Years
Lonaconing, MD			—			440,782			1,388,381			—			440,782			1,388,381			1,829,163			60,742		2022		40 Years
Rockville, MD			—			4,685,563			1,554,020			—			4,685,563			1,554,020			6,239,583			74,373		2022		40 Years
Westover, MD			—			167,135			1,304,045			—			167,135			1,304,045			1,471,180			62,395		2022		40 Years
Glen Burnie, MD			—			1,090,535			—			3,726			1,094,261			—			1,094,261			—		2022
Glen Burnie, MD			—			1,709,572			—			—			1,709,572			—			1,709,572			—		2022
Timonium, MD			—			5,253,016			9,838,428			—			5,253,016			9,838,428			15,091,444			476,200		2022		40 Years
Van Buren, ME			—			82,988			1,175,321			1,600			82,988			1,176,921			1,259,909			68,434		2022		40 Years
DeWitt, MI			—			440,264			1,732,240			13,521			440,264			1,745,761			2,186,025			75,817		2022		40 Years
Whitmore Lake, MI			—			2,197,350			—			—			2,197,350			—			2,197,350			—		2022
Lenox, MI			—			107,860			1,244,579			—			107,860			1,244,579			1,352,439			57,000		2022		40 Years
St. Helen, MI			—			70,353			1,396,479			—			70,353			1,396,479			1,466,832			64,005		2022		40 Years
Boyne City, MI			—			486,215			3,184,228			5,600			486,215			3,189,828			3,676,043			113,937		2022		40 Years
Brimley, MI			—			62,229			820,252			—			62,229			820,252			882,481			39,021		2022		40 Years
Clawson, MI			—			860,422			1,382,251			—			860,422			1,382,251			2,242,673			47,859		2022		40 Years
Davisburg, MI			—			120,838			1,515,277			287			120,838			1,515,564			1,636,402			53,685		2022		40 Years
East China, MI			—			59,309			1,577,989			159			59,309			1,578,148			1,637,457			56,741		2022		40 Years
Grandville, MI			—			706,193			7,506,131			24,174			706,193			7,530,305			8,236,498			235,875		2022		40 Years
Grandville, MI			—			3,938,089			4,173,417			11,644			3,941,803			4,181,346			8,123,149			108,855		2022		40 Years
Grayling, MI			—			101,381			1,355,174			2,204			101,381			1,357,378			1,458,759			49,803		2022		40 Years
Kingsford Heights, MI			—			201,983			1,408,945			287			201,983			1,409,232			1,611,215			51,268		2022		40 Years
Lake Orion, MI			—			508,462			1,373,650			59,658			508,462			1,433,308			1,941,770			49,179		2022		40 Years
Lansing, MI			—			908,568			793,444			44,294			908,568			837,738			1,746,306			37,381		2022		40 Years
Lincoln Park, MI			—			335,839			1,255,710			28,726			335,839			1,284,435			1,620,274			35,273		2022		40 Years
Marquette, MI			—			209,677			2,188,590			7,600			209,677			2,196,190			2,405,867			66,501		2022		40 Years
Midland, MI			—			71,784			1,569,727			287			71,784			1,570,014			1,641,798			56,682		2022		40 Years
Montrose, MI			—			97,689			1,934,430			158,790			97,689			2,093,220			2,190,909			69,485		2022		40 Years
Novi, MI			—			2,090,447			18,266,009			83,999			2,090,447			18,350,008			20,440,455			733,185		2022		40 Years
Otter Lake, MI			—			154,390			1,405,532			159			154,390			1,405,692			1,560,082			51,443		2022		40 Years
Sault Ste Marie, MI			—			239,906			1,007,077			—			239,906			1,007,077			1,246,983			48,499		2022		40 Years
Sebewaing, MI			—			60,259			1,452,542			—			60,259			1,452,542			1,512,801			73,486		2022		40 Years
Walker, MI			—			2,527,449			3,983,896			11,644			2,531,164			3,991,826			6,522,990			103,920		2022		40 Years
Weidman, MI			—			67,968			1,400,386			7,317			67,968			1,407,703			1,475,671			44,634		2022		40 Years
Wyoming, MI			—			3,194,618			4,816,878			11,644			3,198,332			4,824,808			8,023,140			125,612		2022		40 Years
Eagan, MN			—			1,297,596			2,033,325			—			1,297,596			2,033,325			3,330,921			88,898		2022		40 Years
Maple Grove, MN			—			760,163			9,863,462			54,822			760,163			9,918,284			10,678,447			290,860		2022		40 Years
Mora, MN			—			19,524			1,272,308			2,204			19,524			1,274,513			1,294,037			46,025		2022		40 Years
Winona, MN			—			1,562,225			6,867,512			9,517			1,562,225			6,877,029			8,439,254			257,536		2022		40 Years
Farmington, MO			—			314,078			2,423,544			—			314,078			2,423,544			2,737,622			110,978		2022		40 Years
Excelsior Springs, MO			—			78,699			1,265,762			1,119			78,699			1,266,881			1,345,580			40,729		2022		40 Years
Freeburg, MO			—			72,490			1,213,203			2,364			72,490			1,215,567			1,288,057			45,176		2022		40 Years
Helena, MO			—			67,324			1,237,062			1,119			67,324			1,238,181			1,305,505			39,690		2022		40 Years
Jefferson City, MO			—			1,195,039			3,759,032			12,818			1,195,039			3,771,850			4,966,889			140,074		2022		40 Years
Joplin, MO			—			441,710			2,041,893			27,157			441,710			2,069,049			2,510,759			76,738		2022		40 Years
Joplin, MO			—			108,268			1,980,280			—			108,268			1,980,280			2,088,548			60,820		2022		40 Years
Lake Lafayette, MO			—			106,627			1,178,416			1,119			106,627			1,179,535			1,286,162			38,148		2022		40 Years
Lincoln, MO			—			138,746			1,413,644			5,214			138,746			1,418,858			1,557,604			57,254		2022		40 Years
Springfield, MO			—			1,001,257			5,420,536			15			1,001,257			5,420,550			6,421,807			203,187		2022		40 Years
Clarksdale, MS			—			111,726			1,299,141			—			111,726			1,299,141			1,410,867			62,160		2022		40 Years
De Kalb, MS			—			111,394			981,026			8,650			111,394			989,676			1,101,070			42,796		2022		40 Years
Tupelo, MS			—			443,321			3,834,665			—			443,321			3,834,665			4,277,986			167,766		2022		40 Years
Ashland, MS			—			38,697			1,427,252			—			38,697			1,427,252			1,465,949			71,945		2022		40 Years
Baldwyn, MS			—			29,404			908,970			—			29,404			908,970			938,374			57,886		2022		40 Years
Belzoni, MS			—			67,668			1,137,472			—			67,668			1,137,472			1,205,140			70,828		2022		40 Years
Cleveland, MS			—			—			5,635,242			—			—			5,635,242			5,635,242			181,971		2022		40 Years
Dora, MS			—			77,349			1,277,800			—			77,349			1,277,800			1,355,149			40,807		2022		40 Years
Edinburg - Carthage, MS			—			114,642			1,291,451			—			114,642			1,291,451			1,406,093			52,500		2022		40 Years

F-59

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Ellisville, MS			—			313,192			1,053,746			21,212			313,192			1,074,958			1,388,150			32,267		2022		40 Years
Greenville, MS			—			193,378			1,282,104			12,165			193,378			1,294,269			1,487,647			39,062		2022		40 Years
Richland, MS			—			851,944			8,905,221			943			851,944			8,906,164			9,758,108			287,567		2022		40 Years
Sardis, MS			—			362,033			816,187			—			362,033			816,187			1,178,220			38,809		2022		40 Years
Silver Creek, MS			—			307,453			1,045,870			21,212			307,453			1,067,083			1,374,536			32,092		2022		40 Years
Southaven, MS			—			212,377			1,962,757			—			212,377			1,962,757			2,175,134			63,352		2022		40 Years
Aulander, NC			—			195,098			984,103			—			195,098			984,103			1,179,201			47,064		2022		40 Years
Fayetteville, NC			—			1,605,366			2,566,208			—			1,605,366			2,566,208			4,171,574			133,155		2022		40 Years
Garner, NC			—			2,718,172			2,763,915			—			2,718,172			2,763,915			5,482,087			132,347		2022		40 Years
Garner, NC			—			874,423			1,550,116			—			874,423			1,550,116			2,424,539			73,804		2022		40 Years
Greenville, NC			—			243,002			2,160,494			—			243,002			2,160,494			2,403,496			103,433		2022		40 Years
Kings Mountain, NC			—			509,102			2,258,512			—			509,102			2,258,512			2,767,614			112,623		2022		40 Years
Roxboro, NC			—			256,768			1,218,469			—			256,768			1,218,469			1,475,237			58,294		2022		40 Years
Southern Pines, NC			—			805,577			1,231,351			—			805,577			1,231,351			2,036,928			53,872		2022		40 Years
Angier, NC			—			672,850			1,349,207			—			672,850			1,349,207			2,022,057			47,641		2022		40 Years
Asheboro, NC			—			1,562,706			17,355,572			—			1,562,706			17,355,572			18,918,278			771,481		2022		40 Years
Castalia, NC			—			139,549			1,366,925			—			139,549			1,366,925			1,506,474			47,696		2022		40 Years
Concord, NC			—			1,289,337			15,972,978			—			1,289,337			15,972,978			17,262,315			716,340		2022		40 Years
Flat Rock, NC			—			150,439			846,253			—			150,439			846,253			996,692			30,247		2022		40 Years
North Wilkesboro, NC			—			148,134			1,013,906			3,383			148,134			1,017,289			1,165,423			34,788		2022		40 Years
Salisbury, NC			—			571,426			3,687,049			38,221			571,426			3,725,270			4,296,696			138,533		2022		40 Years
Statesville, NC			—			1,159,344			2,580,515			2,296			1,159,344			2,582,811			3,742,155			99,074		2022		40 Years
Tabor City, NC			—			20,939			1,495,256			9,665			20,939			1,504,921			1,525,860			47,606		2022		40 Years
Wilkesboro, NC			—			509,859			2,478,770			—			509,859			2,478,770			2,988,629			144,556		2022		40 Years
Windsor, NC			—			175,633			1,346,774			—			175,633			1,346,774			1,522,407			53,353		2022		40 Years
Winton - Salem, NC			—			1,772,410			6,666,783			—			1,772,410			6,666,783			8,439,193			310,031		2022		40 Years
West Fargo, ND			—			722,425			776,925			—			722,425			776,924			1,499,349			33,919		2022		40 Years
Lincoln, NE			—			2,350,709			11,189,814			—			2,350,709			11,189,814			13,540,523			489,555		2022		40 Years
Chappell, NE			—			228,961			1,027,400			7,470			228,961			1,034,870			1,263,831			31,216		2022		40 Years
Juniata, NE			—			90,602			1,127,483			7,470			90,602			1,134,953			1,225,555			34,409		2022		40 Years
Pleasantville, NJ			—			872,737			4,130,042			—			872,737			4,130,042			5,002,779			183,646		2022		40 Years
Wrightstown, NJ			—			5,051,058			—			—			5,051,058			—			5,051,058			—		2022
Deptford, NJ			—			4,637,926			10,426,984			—			4,637,926			10,426,984			15,064,910			463,621		2022		40 Years
Galloway, NJ			—			258,312			1,774,767			1,119			258,312			1,775,886			2,034,198			51,240		2022		40 Years
Mullica Hill, NJ			—			648,435			1,265,179			1,119			648,435			1,266,298			1,914,733			36,871		2022		40 Years
Newfield, NJ			—			278,914			1,624,710			1,119			278,914			1,625,829			1,904,743			46,563		2022		40 Years
Toms River, NJ			—			1,785,123			835,695			15,740			1,785,123			851,436			2,636,559			23,858		2022		40 Years
Vineland, NJ			—			833,473			—			—			833,473			—			833,473			—		2022
Wayne, NJ			—			3,162,613			3,288,907			6,400			3,162,613			3,295,307			6,457,920			145,565		2022		40 Years
Turnersville, NJ			—			1,795,330			2,978,086			406,651			1,796,052			3,384,014			5,180,066			96,888		2022		40 Years
Santa Fe, NM			—			835,775			1,151,399			—			835,775			1,151,399			1,987,174			52,725		2022		40 Years
Las Cruces, NM			—			598,909			4,180,398			4,200			598,909			4,184,598			4,783,507			188,224		2022		40 Years
Tse Bonito, NM			—			126,882			1,633,674			11,889			126,882			1,645,562			1,772,444			53,211		2022		40 Years
South Corning, NY			—			120,453			1,623,218			600			120,453			1,623,818			1,744,271			75,737		2022		40 Years
Schenectady, NY			—			393,418			2,018,314			—			393,418			2,018,314			2,411,732			88,011		2022		40 Years
Bergen, NY			—			92,953			916,917			—			92,953			916,917			1,009,870			49,038		2022		40 Years
Buffalo, NY			—			927,338			403,208			15			927,338			403,223			1,330,561			15,038		2022		40 Years
Canandaigua, NY			—			91,579			1,470,852			—			91,579			1,470,852			1,562,431			75,523		2022		40 Years
Canastota, NY			—			108,348			1,371,590			1,119			108,348			1,372,709			1,481,057			40,400		2022		40 Years
Elmira, NY			—			41,281			915,575			15			41,281			915,590			956,871			34,251		2022		40 Years
Frankfort, NY			—			317,533			1,167,754			1,119			317,533			1,168,873			1,486,406			34,938		2022		40 Years
Friendship, NY			—			97,367			1,295,401			—			97,367			1,295,401			1,392,768			45,083		2022		40 Years
Hastings, NY			—			68,941			1,285,557			1,119			68,941			1,286,676			1,355,617			38,304		2022		40 Years
Liverpool, NY			—			527,708			1,268,846			—			527,708			1,268,846			1,796,554			56,606		2022		40 Years
Medford, NY			—			695,815			2,164,666			—			695,815			2,164,666			2,860,481			95,999		2022		40 Years
Newport, NY			—			108,474			1,359,693			—			108,474			1,359,693			1,468,167			40,077		2022		40 Years
North Rose, NY			—			86,206			1,320,796			1,119			86,206			1,321,915			1,408,121			41,552		2022		40 Years
Red Creek, NY			—			39,875			1,347,504			1,119			39,875			1,348,623			1,388,498			39,913		2022		40 Years
Riverhead, NY			—			538,226			1,569,184			—			538,226			1,569,184			2,107,410			68,616		2022		40 Years
Rochester, NY			—			455,606			1,080,523			—			455,606			1,080,523			1,536,129			62,944		2022		40 Years
Rochester, NY			—			182,135			1,927,563			—			182,135			1,927,563			2,109,698			108,550		2022		40 Years
Sennett, NY			—			2,400,380			6,427,546			—			2,400,380			6,427,546			8,827,926			193,165		2022		40 Years
Star Lake, NY			—			195,082			1,238,915			1,119			195,082			1,240,034			1,435,116			37,051		2022		40 Years
West Henrietta, NY			—			436,838			1,631,322			—			436,838			1,631,322			2,068,160			92,564		2022		40 Years
West Seneca, NY			—			614,219			17,967,840			—			614,219			17,967,840			18,582,059			769,580		2022		40 Years
Yonkers, NY			—			3,911,416			4,262,152			(8,258)			3,911,416			4,253,894			8,165,310			146,257		2022		40 Years
Holland, OH			—			86,884			4,996,831			—			86,884			4,996,831			5,083,715			221,320		2022		40 Years
McArthur, OH			—			210,094			1,836,031			7,017			210,094			1,843,048			2,053,142			80,435		2022		40 Years
Strongsville, OH			—			412,105			6,461,470			—			412,105			6,461,470			6,873,575			309,299		2022		40 Years
Zanesville, OH			—			336,258			1,136,178			—			336,258			1,136,178			1,472,436			49,666		2022		40 Years
Apple Creek, OH			—			335,713			1,081,077			1,119			335,713			1,082,196			1,417,909			32,686		2022		40 Years
Austinburg, OH			—			105,423			1,141,236			—			105,423			1,141,236			1,246,659			45,580		2022		40 Years
Bellefontaine, OH			—			1,348,236			—			—			1,348,236			—			1,348,236			—		2022

F-60

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Cincinnati, OH			—			1,070,525			270,651			15			1,070,525			270,666			1,341,191			10,067		2022		40 Years
Columbus, OH			—			2,559,388			8,602,145			28,112			2,563,103			8,626,542			11,189,645			272,417		2022		40 Years
Columbus, OH			—			1,176,215			2,934,082			17,430			1,179,930			2,947,798			4,127,728			76,704		2022		40 Years
Conneaut, OH			—			69,163			1,516,980			167			69,163			1,517,147			1,586,310			54,889		2022		40 Years
Dayton, OH			—			431,934			1,507,682			208,851			431,934			1,716,534			2,148,468			49,913		2022		40 Years
Grovepoint, OH			—			3,851,484			—			—			3,851,484			—			3,851,484			—		2022
Heppner, OH			—			135,937			1,433,459			159			135,937			1,433,618			1,569,555			51,281		2022		40 Years
Louisville, OH			—			208,868			1,182,011			1,119			208,868			1,183,130			1,391,998			35,274		2022		40 Years
New Philadelphia, OH			—			176,310			1,170,154			1,119			176,310			1,171,273			1,347,583			38,252		2022		40 Years
North Olmsted, OH			—			1,791,441			2,654,170			—			1,791,441			2,654,170			4,445,611			78,230		2022		40 Years
Otway, OH			—			351,675			1,147,001			—			351,675			1,147,001			1,498,676			41,793		2022		40 Years
Port Washington, OH			—			419,686			879,455			1,119			419,686			880,573			1,300,259			28,928		2022		40 Years
Republic, OH			—			141,246			1,497,976			159			141,246			1,498,136			1,639,382			53,383		2022		40 Years
Rock Creek, OH			—			126,770			1,505,669			151			126,770			1,505,820			1,632,590			54,324		2022		40 Years
Shelby, OH			—			92,254			1,101,734			—			92,254			1,101,734			1,193,988			46,462		2022		40 Years
Sinking Spring, OH			—			49,881			1,278,876			10,135			49,881			1,289,010			1,338,891			45,202		2022		40 Years
Springfield, OH			—			216,253			1,352,319			306,855			216,253			1,659,174			1,875,427			60,140		2022		40 Years
Thornville, OH			—			110,395			1,314,956			9,809			110,395			1,324,765			1,435,160			60,561		2022		40 Years
Tiffin, OH			—			119,687			1,501,037			25,600			119,687			1,526,637			1,646,324			77,234		2022		40 Years
Toledo, OH			—			119,897			1,403,558			—			119,897			1,403,558			1,523,455			43,031		2022		40 Years
Valley City, OH			—			128,015			1,486,157			159			128,015			1,486,316			1,614,331			53,905		2022		40 Years
Zanesville, OH			—			234,595			1,177,014			1,119			234,595			1,178,133			1,412,728			35,253		2022		40 Years
Lawton, OK			—			1,828,658			2,152,285			—			1,828,658			2,152,285			3,980,943			103,130		2022		40 Years
Moore, OK			—			901,884			7,979,738			—			901,884			7,979,738			8,881,622			348,955		2022		40 Years
Chickasha, OK			—			98,335			1,291,170			—			98,335			1,291,170			1,389,505			52,711		2022		40 Years
Langley, OK			—			30,156			1,646,990			—			30,156			1,646,990			1,677,146			80,539		2022		40 Years
Maud, OK			—			202,967			1,281,551			3,009			202,967			1,284,561			1,487,528			42,005		2022		40 Years
Pauls Valley, OK			—			245,017			1,360,881			47,048			245,017			1,407,928			1,652,945			47,865		2022		40 Years
Talihina, OK			—			70,366			1,610,311			—			70,366			1,610,311			1,680,677			81,261		2022		40 Years
Tulsa, OK			—			1,402,904			2,835,532			18,053			1,402,904			2,853,584			4,256,488			100,270		2022		40 Years
Wagoner, OK			—			332,347			1,912,388			—			332,347			1,912,388			2,244,735			118,656		2022		40 Years
Warner, OK			—			243,393			1,248,350			3,009			243,393			1,251,359			1,494,752			44,586		2022		40 Years
Pilot Rock, OR			—			158,987			1,405,393			287			158,987			1,405,679			1,564,666			51,241		2022		40 Years
Salem, OR			—			522,007			1,371,132			24,473			522,007			1,395,605			1,917,612			56,046		2022		40 Years
Breezewood, PA			—			193,091			1,408,906			—			193,091			1,408,906			1,601,997			67,420		2022		40 Years
Dover, PA			—			2,754,584			2,385,674			377			2,754,584			2,386,051			5,140,635			104,170		2022		40 Years
Latrobe, PA			—			255,918			2,193,454			—			255,918			2,193,454			2,449,372			105,008		2022		40 Years
McConnellsburg, PA			—			581,054			2,956,295			—			581,054			2,956,295			3,537,349			141,565		2022		40 Years
Natrona Heights, PA			—			550,226			3,327,228			9,615			550,226			3,336,843			3,887,069			150,218		2022		40 Years
Pine Grove, PA			—			1,079,176			3,194,973			—			1,079,176			3,194,973			4,274,149			153,002		2022		40 Years
Red Lion, PA			—			1,018,707			3,289,563			—			1,018,707			3,289,563			4,308,270			157,534		2022		40 Years
Allentown, PA			—			1,365,945			3,258,839			17,430			1,369,660			3,272,555			4,642,215			85,161		2022		40 Years
Bath, PA			—			1,719,426			663,133			—			1,719,426			663,133			2,382,559			32,655		2022		40 Years
Bethel Park, PA			—			681,235			8,979,837			—			681,235			8,979,837			9,661,072			388,014		2022		40 Years
Easton, PA			—			540,714			2,112,447			—			540,714			2,112,447			2,653,161			89,067		2022		40 Years
Brookville, PA			—			311,983			1,431,919			—			311,983			1,431,919			1,743,902			61,527		2022		40 Years
Burnham, PA			—			694,983			2,879,011			12,165			694,983			2,891,176			3,586,159			80,016		2022		40 Years
Chambersburg, PA			—			99,647			1,405,127			1,119			99,647			1,406,245			1,505,892			41,313		2022		40 Years
Cranberry, PA			—			348,328			12,833,619			—			348,328			12,833,619			13,181,947			579,035		2022		40 Years
Fogelsville, PA			—			1,611,621			2,617,623			—			1,611,621			2,617,623			4,229,244			111,993		2022		40 Years
Glassport, PA			—			130,234			2,810,530			—			130,234			2,810,530			2,940,764			116,006		2022		40 Years
Lancaster, PA			—			1,541,745			—			(695)			1,541,745			(695)			1,541,050			(8)		2022
Lancaster, PA			—			5,553,054			2,222,786			(1,380)			5,553,054			2,221,406			7,774,460			74,308		2022		40 Years
Meadville, PA			—			867,819			2,147,667			—			867,819			2,147,667			3,015,486			76,535		2022		40 Years
Pen Argyl, PA			—			504,828			705,552			—			504,828			705,552			1,210,380			29,884		2022		40 Years
Pittsburgh, PA			—			567,111			1,534,029			14,317			570,826			1,544,632			2,115,458			44,435		2022		40 Years
Pittsburgh, PA			—			885,493			478,181			14,317			889,207			488,783			1,377,990			16,687		2022		40 Years
Pittsburgh, PA			—			145,180			1,858,387			—			145,180			1,858,387			2,003,567			75,800		2022		40 Years
Wyomissing, PA			—			2,302,182			6,811,158			—			2,302,182			6,811,158			9,113,340			306,816		2022		40 Years
Cheraw, SC			—			82,917			1,425,081			—			82,917			1,425,081			1,507,998			68,194		2022		40 Years
Conway, SC			—			487,563			1,301,332			—			487,563			1,301,332			1,788,895			56,933		2022		40 Years
Greer, SC			—			461,522			3,143,208			67,442			461,522			3,210,651			3,672,173			144,251		2022		40 Years
Hardeeville, SC			—			338,184			993,814			—			338,184			993,814			1,331,998			43,479		2022		40 Years
York, SC			—			779,888			11,701,659			—			779,888			11,701,659			12,481,547			511,944		2022		40 Years
Blackville, SC			—			88,814			1,342,142			—			88,814			1,342,142			1,430,956			56,652		2022		40 Years
Bowman, SC			—			150,034			1,324,966			5,850			150,034			1,330,816			1,480,850			56,433		2022		40 Years
Green Sea, SC			—			30,158			1,540,522			12,663			30,158			1,553,185			1,583,343			48,663		2022		40 Years
Greenville, SC			—			1,472,814			8,002,345			(22,944)			1,472,814			7,979,401			9,452,215			378,533		2022		40 Years
Johnston, SC			—			207,425			1,305,786			—			207,425			1,305,786			1,513,211			52,366		2022		40 Years
Lake View, SC			—			19,682			1,486,376			7,010			19,682			1,493,386			1,513,068			46,742		2022		40 Years
Lancaster, SC			—			239,276			1,688,550			20,484			239,276			1,709,034			1,948,310			61,482		2022		40 Years
Spartanburg, SC			—			1,153,766			10,959,443			—			1,153,766			10,959,443			12,113,209			394,460		2022		40 Years
Spartansburg, SC			—			227,760			1,695,984			94,609			227,760			1,790,593			2,018,353			52,838		2022		40 Years

F-61

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Reliance, SD			—			240,024			1,130,606			7,996			240,024			1,138,602			1,378,626			54,450		2022		40 Years
Hendersonville, TN			—			383,715			2,561,679			—			383,715			2,561,679			2,945,394			117,200		2022		40 Years
Red Boiling Springs, TN			—			156,751			1,010,884			—			156,751			1,010,884			1,167,635			48,347		2022		40 Years
Smyrna, TN			—			1,354,350			1,329,642			27,531			1,354,350			1,357,173			2,711,523			63,698		2022		40 Years
Waverly, TN			—			150,519			2,865,694			—			150,519			2,865,694			3,016,213			125,374		2022		40 Years
Camden, TN			—			100,415			920,173			1,800			100,415			921,973			1,022,388			53,187		2022		40 Years
Morrison, TN			—			62,277			1,354,709			—			62,277			1,354,709			1,416,986			47,740		2022		40 Years
Abilene, TX			—			2,776,008			1,460,146			—			2,776,008			1,460,146			4,236,154			72,827		2022		40 Years
El Paso, TX			—			1,233,238			2,142,229			—			1,233,238			2,142,229			3,375,467			103,106		2022		40 Years
Fort Worth, TX			—			1,974,780			3,140,537			—			1,974,780			3,140,537			5,115,317			158,276		2022		40 Years
Fort Worth, TX			—			1,537,608			3,897,778			—			1,537,608			3,897,778			5,435,386			170,462		2022		40 Years
Hallettsville, TX			—			1,698,504			2,489,154			—			1,698,504			2,489,154			4,187,658			119,181		2022		40 Years
Midland, TX			—			775,334			1,537,915			—			775,334			1,537,915			2,313,249			73,601		2022		40 Years
Atascocita, TX			—			265,212			3,238,853			—			265,212			3,238,853			3,504,065			103,945		2022		40 Years
Baytown, TX			—			852,215			4,184,162			—			852,215			4,184,162			5,036,377			187,652		2022		40 Years
Beaumont, TX			—			252,810			1,793,672			15			252,810			1,793,687			2,046,497			67,180		2022		40 Years
Beaumont, TX			—			866,155			3,558,993			12,165			866,155			3,571,158			4,437,313			100,425		2022		40 Years
Brenham, TX			—			1,436,571			16,209,074			4,017			1,436,571			16,213,091			17,649,662			643,949		2022		40 Years
Brownsville, TX			—			474,602			686,668			—			474,602			686,668			1,161,270			19,415		2022		40 Years
Daisetta, TX			—			264,096			1,251,335			16,609			264,096			1,267,943			1,532,039			41,372		2022		40 Years
Dallas, TX			—			2,702,569			2,780,002			11,231			2,702,569			2,791,232			5,493,801			104,271		2022		40 Years
Dallas, TX			—			1,603,859			7,908,697			10,236			1,603,859			7,918,934			9,522,793			301,264		2022		40 Years
Ennis, TX			—			117,760			1,294,827			—			117,760			1,294,827			1,412,587			47,455		2022		40 Years
Hempstead, TX			—			517,067			1,138,654			17,045			517,067			1,155,699			1,672,766			35,305		2022		40 Years
Killeen, TX			—			1,057,720			3,009,308			428,502			1,057,720			3,437,810			4,495,530			130,423		2022		40 Years
League City, TX			—			233,323			1,056,145			15			233,323			1,056,160			1,289,483			39,523		2022		40 Years
Livingston, TX			—			291,190			1,955,276			—			291,190			1,955,276			2,246,466			138,979		2022		40 Years
Sachse, TX			—			1,486,211			3,133,939			124			1,486,211			3,134,063			4,620,274			107,998		2022		40 Years
San Antonio, TX			—			1,844,251			1,600,804			6,038			1,844,251			1,606,842			3,451,093			59,920		2022		40 Years
San Antonio, TX			—			456,278			4,092,103			—			456,278			4,092,103			4,548,381			153,454		2022		40 Years
San Antonio, TX			—			8,225,612			—			—			8,225,612			—			8,225,612			—		2022
Whitehouse, TX			—			249,151			2,378,143			2,506			249,151			2,380,649			2,629,800			94,812		2022		40 Years
West Jordan, UT			—			4,852,556			5,290,602			820			4,852,556			5,291,421			10,143,977			170,842		2022		40 Years
Abington, VA			—			120,721			1,269,056			—			120,721			1,269,056			1,389,777			60,718		2022		40 Years
Danville, VA			—			1,487,674			2,911,596			—			1,487,674			2,911,596			4,399,270			127,382		2022		40 Years
Dinwiddie, VA			—			285,046			3,478,289			11,150			285,046			3,489,439			3,774,485			152,640		2022		40 Years
Farnham, VA			—			117,517			1,356,942			—			117,517			1,356,942			1,474,459			64,930		2022		40 Years
Fredericksburg, VA			—			619,961			1,100,715			7,161			619,961			1,107,876			1,727,837			48,193		2022		40 Years
Fredericksburg, VA			—			703,119			—			7,162			710,280			—			710,280			—		2022
Pulaski, VA			—			100,420			1,518,702			—			100,420			1,518,702			1,619,122			72,665		2022		40 Years
Stuart, VA			—			797,955			2,698,524			—			797,955			2,698,524			3,496,479			129,214		2022		40 Years
Suffolk, VA			—			265,887			3,462,367			—			265,887			3,462,367			3,728,254			151,478		2022		40 Years
Warrenton, VA			—			3,395,581			2,914,723			—			3,395,581			2,914,723			6,310,304			127,519		2022		40 Years
Amissville, VA			—			3,431,638			593,963			16,654			3,431,638			610,616			4,042,254			16,550		2022		40 Years
Blackstone, VA			—			89,165			960,237			13,893			89,165			974,130			1,063,295			33,333		2022		40 Years
Clintwood, VA			—			113,165			1,129,975			—			113,165			1,129,975			1,243,140			46,601		2022		40 Years
Drakes Branch, VA			—			289,986			857,204			—			289,986			857,204			1,147,190			39,318		2022		40 Years
Elkton, VA			—			77,727			918,853			—			77,727			918,853			996,580			31,733		2022		40 Years
Front Royal, VA			—			521,787			955,502			—			521,787			955,502			1,477,289			32,921		2022		40 Years
Harrisonburg, VA			—			268,145			901,845			—			268,145			901,845			1,169,990			31,100		2022		40 Years
Portsmouth, VA			—			245,186			945,199			1,800			245,186			946,999			1,192,185			50,401		2022		40 Years
Richlands, VA			—			168,804			1,139,417			—			168,804			1,139,417			1,308,221			50,223		2022		40 Years
Roanoke, VA			—			1,674,947			3,365,215			17,430			1,678,661			3,378,931			5,057,592			87,931		2022		40 Years
Timberville, VA			—			246,509			1,088,525			—			246,509			1,088,525			1,335,034			37,635		2022		40 Years
Bradford, VT			—			428,378			3,997,371			—			428,378			3,997,371			4,425,749			135,062		2022		40 Years
Manchester, VT			—			455,477			2,064,534			—			455,477			2,064,534			2,520,011			89,263		2022		40 Years
Longview, WA			—			782,602			2,480,990			9,050			782,602			2,490,040			3,272,642			113,876		2022		40 Years
Springdale, WA			—			147,170			1,641,471			—			147,170			1,641,471			1,788,641			51,131		2022		40 Years
Yakima, WA			—			883,736			2,466,259			—			883,736			2,466,259			3,349,995			101,709		2022		40 Years
Janesville, WI			—			796,925			1,191,970			9,791			803,521			1,195,165			1,998,686			39,951		2022		40 Years
Appleton, WI			—			340,803			1,904,812			—			340,803			1,904,812			2,245,615			83,254		2022		40 Years
Cumberland, WI			—			270,296			1,144,054			—			270,296			1,144,054			1,414,350			54,802		2022		40 Years
Winter, WI			—			170,499			1,270,767			—			170,499			1,270,767			1,441,266			60,770		2022		40 Years
Kimberly, WI			—			1,312,245			2,811,473			(19,305)			1,319,003			2,785,410			4,104,413			75,068		2022		40 Years
Menomonee Falls, WI			—			976,214			4,312,547			—			976,214			4,312,547			5,288,761			179,617		2022		40 Years
Menomonee Falls, WI			—			988,153			—			—			988,153			—			988,153			—		2022
New Lisbon, WI			—			76,725			1,227,288			1,119			76,725			1,228,407			1,305,132			36,493		2022		40 Years
Plover, WI			—			67,127			1,770,000			11,889			67,127			1,781,889			1,849,016			49,416		2022		40 Years
West Bend, WI			—			286,709			1,696,761			—			286,709			1,696,761			1,983,470			90,039		2022		40 Years
Whitewater, WI			—			822,920			3,021,878			28,112			826,634			3,046,276			3,872,910			103,674		2022		40 Years
Charleston, WV			—			144,019			858,224			36,642			144,019			894,866			1,038,885			47,051		2022		40 Years
Morgantown, WV			—			563,100			1,952,862			—			563,100			1,952,862			2,515,962			89,272		2022		40 Years
Ranson, WV			—			800,605			—			—			800,605			—			800,605			—		2022

F-62

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Westover, WV			—			2,902,457			3,819,875			—			2,902,457			3,819,875			6,722,332			167,119		2022		40 Years
Williamstown, WV			—			328,040			1,293,550			—			328,040			1,293,550			1,621,590			56,537		2022		40 Years
Barboursville, WV			—			703,425			3,654,262			29,238			703,425			3,683,500			4,386,925			131,913		2022		40 Years
Morgantown, WV			—			2,162,116			—			81,892			2,188,023			55,985			2,244,008			292		2022
Morgantown, WV			—			816,836			—			—			816,836			—			816,836			—		2022
Morgantown, WV			—			862,215			1,187,338			—			862,215			1,187,338			2,049,553			51,908		2022		40 Years
Weirton, WV			—			295,802			1,389,355			19,140			295,802			1,408,496			1,704,298			39,945		2022		40 Years
Casper, WY			—			860,483			986,975			15			860,483			986,990			1,847,473			36,929		2022		40 Years
Eagle River, AK			—			1,496,010			1,038,294			—			1,496,010			1,038,294			2,534,304			14,933		2023		40 Years
Atmore, AL			—			71,526			841,253			—			71,526			841,253			912,779			19,022		2023		40 Years
Bessemer, AL			—			653,431			564,626			—			653,431			564,626			1,218,057			12,386		2023		40 Years
Cherokee, AL			—			74,238			1,375,131			—			74,238			1,375,131			1,449,369			33,954		2023		40 Years
Creola, AL			—			558,482			1,985,719			—			558,482			1,985,719			2,544,201			34,430		2023		40 Years
Florence, AL			—			156,040			1,168,090			—			156,040			1,168,090			1,324,130			29,196		2023		40 Years
Fort Mitchell, AL			—			70,408			1,506,853			—			70,408			1,506,853			1,577,261			5,713		2023		40 Years
Glencoe, AL			—			199,230			1,252,206			—			199,230			1,252,206			1,451,436			10,080		2023		40 Years
Montgomery, AL			—			720,048			575,608			—			720,048			575,608			1,295,656			18,233		2023		40 Years
Prattville, AL			—			585,717			136,254			—			585,717			136,254			721,971			1,245		2023		40 Years
Sylacauga, AL			—			2,301,743			—			—			2,301,743			—			2,301,743			—		2023
Tuscumbia, AL			—			244,809			1,944,563			—			244,809			1,944,563			2,189,372			45,961		2023		40 Years
Dover, AR			—			117,697			1,356,901			—			117,697			1,356,901			1,474,598			33,071		2023		40 Years
Rogers, AR			—			1,801,475			5,718,794			—			1,801,475			5,718,794			7,520,269			53,591		2023		40 Years
Searcy, AR			—			104,246			2,277,293			—			104,246			2,277,293			2,381,539			27,753		2023		40 Years
Kingman, AZ			—			546,717			3,279,531			—			546,717			3,279,531			3,826,248			49,054		2023		40 Years
Show Low, AZ			—			288,314			1,668,984			—			288,314			1,668,984			1,957,298			30,992		2023		40 Years
Yuma, AZ			—			379,684			893,425			—			379,684			893,425			1,273,109			2,953		2023
Fontana, CA			—			1,337,717			1,012,730			—			1,337,717			1,012,730			2,350,447			20,121		2023		40 Years
Murrieta, CA			—			1,546,553			1,350,113			—			1,546,553			1,350,113			2,896,666			30,441		2023		40 Years
Paradise, CA			—			386,926			1,049,431			—			386,926			1,049,431			1,436,357			7,942		2023		40 Years
Pleasant Hill, CA			—			8,366,775			—			—			8,366,775			—			8,366,775			—		2023		40 Years
Vacaville, CA			—			641,411			1,586,489			—			641,411			1,586,489			2,227,900			29,049		2023		40 Years
Vacaville, CA			—			1,009,383			2,952,663			—			1,009,383			2,952,663			3,962,046			35,121		2023		40 Years
Delta, CO			—			816,826			3,802,927			—			816,826			3,802,927			4,619,753			35,608		2023		40 Years
Rifle, CO			—			1,454,956			2,182,762			—			1,454,956			2,182,762			3,637,718			6,959		2023		40 Years
Meriden, CT			—			213,799			1,946,087			—			213,799			1,946,087			2,159,886			27,532		2023		40 Years
Brooksville, FL			—			371,478			2,171,428			—			371,478			2,171,428			2,542,906			50,911		2023		40 Years
Florida City, FL			—			734,330			781,628			—			734,330			781,628			1,515,958			15,761		2023		40 Years
Fort Lauderdale, FL			—			1,419,090			1,359,401			—			1,419,090			1,359,401			2,778,491			21,110		2023		40 Years
High Springs, FL			—			571,750			3,362,328			—			571,750			3,362,328			3,934,078			47,434		2023		40 Years
Jacksonville, FL			—			827,034			1,417,515			—			827,034			1,417,515			2,244,549			20,788		2023		40 Years
Jacksonville, FL			—			6,666,982			12,592,838			—			6,666,982			12,592,838			19,259,820			185,906		2023		40 Years
Jonesville, FL			—			1,993,989			2,233,481			—			1,993,989			2,233,481			4,227,470			32,361		2023		40 Years
Kissimmee, FL			—			907,575			1,637,075			—			907,575			1,637,075			2,544,650			13,020		2023		40 Years
Labelle, FL			—			149,091			959,309			—			149,091			959,309			1,108,400			20,985		2023		40 Years
Lake Park, FL			—			1,123,321			1,336,168			—			1,123,321			1,336,168			2,459,489			9,779		2023		40 Years
Land O'Lakes, FL			—			1,544,181			1,290,714			—			1,544,181			1,290,714			2,834,895			27,979		2023		40 Years
Live Oak, FL			—			1,994,802			3,028,612			—			1,994,802			3,028,612			5,023,414			28,349		2023		40 Years
Naples, FL			—			610,067			1,674,205			—			610,067			1,674,205			2,284,272			23,998		2023		40 Years
Ocala, FL			—			1,011,142			1,401,019			—			1,011,142			1,401,019			2,412,161			54,409		2023		40 Years
Palm Harbor, FL			—			2,435,739			8,235,223			—			2,435,739			8,235,223			10,670,962			10,090		2023		40 Years
Panama City, FL			—			1,328,041			14,823,857			—			1,328,041			14,823,857			16,151,898			168,071		2023		40 Years
Pensacola, FL			—			616,285			965,620			—			616,285			965,620			1,581,905			22,549		2023		40 Years
Port St. Joe, FL			—			1,678,568			2,246,346			—			1,678,568			2,246,346			3,924,914			17,943		2023		40 Years
St. Augustine, FL			—			1,015,143			567,058			—			1,015,143			567,058			1,582,201			11,919		2023		40 Years
Tarpon Springs, FL			—			1,490,471			3,155,387			—			1,490,471			3,155,387			4,645,858			71,585		2023		40 Years
Venice, FL			—			1,491,079			2,326,845			—			1,491,079			2,326,845			3,817,924			45,990		2023		40 Years
Albany, GA			—			149,753			1,245,539			—			149,753			1,245,539			1,395,292			19,294		2023		40 Years
Chatsworth, GA			—			1,153,708			4,535,359			—			1,153,708			4,535,359			5,689,067			14,172		2023		40 Years
Commerce, GA			—			727,292			2,034,999			—			727,292			2,034,999			2,762,291			66,204		2023		40 Years
Douglas, GA			—			166,295			6,583,588			—			166,295			6,583,588			6,749,883			160,442		2023		40 Years
Douglas, GA			—			177,643			2,347,052			—			177,643			2,347,052			2,524,695			8,790		2023		40 Years
Douglasville, GA			—			556,078			4,410,887			—			556,078			4,410,887			4,966,965			97,167		2023		40 Years
Fort Gaines, GA			—			29,308			1,600,808			—			29,308			1,600,808			1,630,116			5,962		2023		40 Years
Glennville, GA			—			200,641			1,381,501			—			200,641			1,381,501			1,582,142			33,580		2023		40 Years
LaGrange, GA			—			192,840			1,476,001			—			192,840			1,476,001			1,668,841			22,689		2023		40 Years
LaGrange, GA			—			211,020			1,277,849			—			211,020			1,277,849			1,488,869			20,000		2023		40 Years
Lawrenceville, GA			—			405,255			1,152,039			—			405,255			1,152,039			1,557,294			19,316		2023		40 Years
Lilburn, GA			—			1,184,610			1,181,635			—			1,184,610			1,181,635			2,366,245			6,548		2023		40 Years
Lumpkin, GA			—			39,403			1,438,663			—			39,403			1,438,663			1,478,066			5,473		2023		40 Years
Morrow, GA			—			797,482			1,231,217			—			797,482			1,231,217			2,028,699			25,128		2023		40 Years
Perry, GA			—			301,806			1,202,858			—			301,806			1,202,858			1,504,664			26,315		2023		40 Years
Pooler, GA			—			381,482			2,646,073			—			381,482			2,646,073			3,027,555			22,210		2023		40 Years
Reidsville, GA			—			120,421			1,321,925			—			120,421			1,321,925			1,442,346			20,325		2023		40 Years

F-63

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Riceboro, GA			—			86,062			1,309,280			—			86,062			1,309,280			1,395,342			20,050		2023		40 Years
Rome, GA			—			379,158			541,671			—			379,158			541,671			920,829			12,338		2023		40 Years
Sharpsburg, GA			—			538,166			1,483,569			—			538,166			1,483,569			2,021,735			29,260		2023		40 Years
Thomaston, GA			—			110,892			1,343,781			—			110,892			1,343,781			1,454,673			20,662		2023		40 Years
Thomasville, GA			—			229,300			1,210,294			—			229,300			1,210,294			1,439,594			18,727		2023		40 Years
Vidalia, GA			—			283,117			2,002,472			—			283,117			2,002,472			2,285,589			29,295		2023		40 Years
Warner Robins, GA			—			1,599,751			1,518,417			—			1,599,751			1,518,417			3,118,168			1,582		2023		40 Years
Fairfield, IA			—			433,650			1,861,993			—			433,650			1,861,993			2,295,643			42,292		2023		40 Years
Iowa City, IA			—			497,431			928,323			—			497,431			928,323			1,425,754			14,420		2023		40 Years
Lime Springs, IA			—			69,547			1,523,213			—			69,547			1,523,213			1,592,760			1,772		2023		40 Years
Washington, IA			—			320,353			1,254,387			—			320,353			1,254,387			1,574,740			41,560		2023		40 Years
Aurora, IL			—			505,175			1,045,666			—			505,175			1,045,666			1,550,841			22,727		2023		40 Years
Bridgeview, IL			—			1,665,640			—			—			1,665,640			—			1,665,640			—		2023		40 Years
Champaign, IL			—			247,591			968,124			—			247,591			968,124			1,215,715			19,071		2023		40 Years
Chicago, IL			—			501,240			1,100,889			—			501,240			1,100,889			1,602,129			25,290		2023		40 Years
Chicago, IL			—			486,636			1,052,415			—			486,636			1,052,415			1,539,051			16,314		2023		40 Years
Chicago, IL			—			771,442			1,503,279			—			771,442			1,503,279			2,274,721			4,961		2023		40 Years
Chicago, IL			—			1,673,732			—			—			1,673,732			—			1,673,732			—		2023		40 Years
Creve Coeur, IL			—			210,394			1,591,118			—			210,394			1,591,118			1,801,512			1,869		2023		40 Years
Geneva, IL			—			2,610,458			—			—			2,610,458			—			2,610,458			—		2023		40 Years
Huntley, IL			—			611,482			2,905,566			—			611,482			2,905,566			3,517,048			22,208		2023		40 Years
Lisle, IL			—			640,978			1,148,863			—			640,978			1,148,863			1,789,841			26,604		2023		40 Years
Lockport, IL			—			2,824,591			—			—			2,824,591			—			2,824,591			—		2023		40 Years
Lombard, IL			—			2,946,768			—			—			2,946,768			—			2,946,768			—		2023		40 Years
Orland Park, IL			—			3,843,576			12,469,586			—			3,843,576			12,469,586			16,313,162			107,200		2023		40 Years
Riverside, IL			—			1,133,763			794,728			—			1,133,763			794,728			1,928,491			6,528		2023		40 Years
Rochelle, IL			—			427,051			1,099,148			—			427,051			1,099,148			1,526,199			21,884		2023		40 Years
Woodridge, IL			—			2,846,291			—			—			2,846,291			—			2,846,291			—		2023		40 Years
Woodstock, IL			—			799,371			1,361,043			—			799,371			1,361,043			2,160,414			15,213		2023		40 Years
Brookston, IN			—			77,375			1,217,616			—			77,375			1,217,616			1,294,991			30,451		2023		40 Years
Fort Wayne, IN			—			769,226			1,602,780			—			769,226			1,602,780			2,372,006			12,470		2023		40 Years
Greenwood, IN			—			465,241			1,685,402			—			465,241			1,685,402			2,150,643			40,830		2023		40 Years
Greenwood, IN			—			1,419,024			678,671			—			1,419,024			678,671			2,097,695			778		2023		40 Years
Greenwood, IN			—			909,561			—			—			909,561			—			909,561			—		2023		40 Years
Knox, IN			—			261,831			1,042,120			—			261,831			1,042,120			1,303,951			22,616		2023		40 Years
Kokomo, IN			—			133,015			1,286,615			—			133,015			1,286,615			1,419,630			10,176		2023		40 Years
Muncie, IN			—			293,266			2,258,466			—			293,266			2,258,466			2,551,732			52,854		2023		40 Years
Valparaiso, IN			—			3,372,667			4,043,020			—			3,372,667			4,043,020			7,415,687			37,859		2023		40 Years
Vincennes, IN			—			612,871			6,569,716			—			612,871			6,569,716			7,182,587			109,948		2023		40 Years
Emporia, KS			—			176,561			1,382,256			—			176,561			1,382,256			1,558,817			43,632		2023		40 Years
Emporia, KS			—			122,695			926,287			—			122,695			926,287			1,048,982			24,686		2023		40 Years
Emporia, KS			—			62,320			12,050,193			—			62,320			12,050,193			12,112,513			20,153		2023		40 Years
Emporia, KS			—			114,625			(9,123,955)			—			114,625			(9,123,955)			(9,009,330)			33,498		2023		40 Years
Emporia, KS			—			108,807			2,289,291			—			108,807			2,289,291			2,398,098			39,192		2023		40 Years
Emporia, KS			—			234,462			4,204,694			—			234,462			4,204,694			4,439,156			72,359		2023		40 Years
Hutchinson, KS			—			407,556			4,716,475			—			407,556			4,716,475			5,124,031			142,086		2023		40 Years
Kansas City, KS			—			897,693			9,394,357			—			897,693			9,394,357			10,292,050			72,758		2023		40 Years
Olathe, KS			—			5,056,272			16,769,196			—			5,056,272			16,769,196			21,825,468			331,866		2023		40 Years
Olathe, KS			—			1,664,774			6,889,116			—			1,664,774			6,889,116			8,553,890			62,407		2023		40 Years
Salina, KS			—			936,164			4,758,269			—			936,164			4,758,269			5,694,433			6,213		2023		40 Years
Wichita, KS			—			421,521			6,354,013			—			421,521			6,354,013			6,775,534			125,742		2023
Frankfort, KY			—			2,524,753			2,469,364			—			2,524,753			2,469,364			4,994,117			23,106		2023		40 Years
Irvington, KY			—			152,562			1,064,042			—			152,562			1,064,042			1,216,604			1,306		2023		40 Years
Louisville, KY			—			549,357			1,033,316			—			549,357			1,033,316			1,582,673			1,236		2023
Madisonville, KY			—			85,619			1,253,974			—			85,619			1,253,974			1,339,593			1,490		2023		40 Years
Princeton, KY			—			168,644			1,202,504			—			168,644			1,202,504			1,371,148			1,457		2023		40 Years
Richmond, KY			—			226,350			1,729,049			—			226,350			1,729,049			1,955,399			47,664		2023		40 Years
Shelbyville, KY			—			1,622,962			4,714,584			—			1,622,962			4,714,584			6,337,546			14,732		2023		40 Years
Basile, LA			—			136,575			1,282,322			—			136,575			1,282,322			1,418,897			31,817		2023		40 Years
Baton Rouge, LA			—			240,880			743,644			—			240,880			743,644			984,524			12,839		2023		40 Years
Crowley, LA			—			1,058,442			3,005,302			—			1,058,442			3,005,302			4,063,744			28,131		2023
Donaldsonville, LA			—			591,985			1,223,694			—			591,985			1,223,694			1,815,679			13,992		2023		40 Years
Lake Charles, LA			—			305,882			1,344,712			—			305,882			1,344,712			1,650,594			19,796		2023		40 Years
Lake Charles, LA			—			1,738,223			6,843,220			—			1,738,223			6,843,220			8,581,443			106,502		2023		40 Years
Lake Charles, LA			—			565,276			1,445,880			—			565,276			1,445,880			2,011,156			22,222		2023		40 Years
Metairie, LA			—			4,284,004			7,310,189			—			4,284,004			7,310,189			11,594,193			61,604		2023		40 Years
Opelousas, LA			—			2,183,038			2,933,100			—			2,183,038			2,933,100			5,116,138			9,165		2023		40 Years
Ponchatoula, LA			—			719,750			959,034			—			719,750			959,034			1,678,784			7,835		2023		40 Years
Zachary, LA			—			3,998,332			2,589,899			—			3,998,332			2,589,899			6,588,231			24,236		2023		40 Years
Centerville, MA			—			1,927,046			2,830,876			—			1,927,046			2,830,876			4,757,922			39,732		2023		40 Years
Framingham, MA			—			11,790,877			13,167,251			—			11,790,877			13,167,251			24,958,128			103,413		2023		40 Years
Baltimore, MD			—			3,958,684			—			—			3,958,684			—			3,958,684			—		2023		40 Years
Lexington Park, MD			—			2,058,580			2,796,986			—			2,058,580			2,796,986			4,855,566			32,817		2023		40 Years

F-64

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Silver Springs, MD			—			7,519,250			4,312,715			—			7,519,250			4,312,715			11,831,965			5,386		2023		40 Years
Westbrook, ME			—			510,631			1,300,481			—			510,631			1,300,481			1,811,112			1,467		2023		40 Years
Battle Creek, MI			—			257,967			930,126			—			257,967			930,126			1,188,093			25,424		2023		40 Years
Battle Creek, MI			—			164,067			1,124,956			—			164,067			1,124,956			1,289,023			1,326		2023		40 Years
Commerce Township, MI			—			677,204			2,146,040			—			677,204			2,146,040			2,823,244			17,420		2023		40 Years
Escanaba, MI			—			910,022			1,977,597			—			910,022			1,977,597			2,887,619			45,057		2023		40 Years
Gaylord, MI			—			155,528			1,244,487			—			155,528			1,244,487			1,400,015			28,244		2023		40 Years
Gladwin, MI			—			80,254			1,663,490			—			80,254			1,663,490			1,743,744			13,556		2023		40 Years
Grandville, MI			—			1,789,008			6,428,846			—			1,789,008			6,428,846			8,217,854			60,248		2023		40 Years
Holland, MI			—			530,631			885,312			—			530,631			885,312			1,415,943			13,304		2023		40 Years
Midland, MI			—			138,007			1,501,849			—			138,007			1,501,849			1,639,856			25,836		2023		40 Years
Monroe, MI			—			187,241			506,925			—			187,241			506,925			694,166			7,791		2023		40 Years
Muskegon, MI			—			374,687			3,254,233			—			374,687			3,254,233			3,628,920			2,750		2023		40 Years
Royal Oak, MI			—			944,796			855,063			—			944,796			855,063			1,799,859			13,895		2023		40 Years
Royal Oak, MI			—			3,316,620			23,293,901			—			3,316,620			23,293,901			26,610,521			262,259		2023		40 Years
Whitmore Lake, MI			—			1,365,345			3,007,861			—			1,365,345			3,007,861			4,373,206			67,223		2023		40 Years
Baxter, MN			—			446,629			8,424,170			—			446,629			8,424,170			8,870,799			146,170		2023		40 Years
Coon Rapids, MN			—			2,268,163			3,381,734			—			2,268,163			3,381,734			5,649,897			32,209		2023		40 Years
Eagan, MN			—			894,229			4,057,578			—			894,229			4,057,578			4,951,807			57,131		2023		40 Years
Lakeville, MN			—			2,167,767			3,428,543			—			2,167,767			3,428,543			5,596,310			32,646		2023		40 Years
Maplewood, MN			—			1,228,008			—			—			1,228,008			—			1,228,008			—		2023		40 Years
Oakdale, MN			—			1,999,873			3,372,396			—			1,999,873			3,372,396			5,372,269			32,126		2023		40 Years
Willmar, MN			—			879,088			3,298,249			—			879,088			3,298,249			4,177,337			51,663		2023		40 Years
Willmar, MN			—			563,842			3,466,631			—			563,842			3,466,631			4,030,473			30,573		2023		40 Years
Woodbury, MN			—			2,761,790			3,570,604			—			2,761,790			3,570,604			6,332,394			33,995		2023		40 Years
Aurora, MO			—			1,522,425			5,995,297			—			1,522,425			5,995,297			7,517,722			56,183		2023		40 Years
Gladstone, MO			—			2,593,334			18,004,544			—			2,593,334			18,004,544			20,597,878			356,291		2023		40 Years
Jefferson City, MO			—			568,949			5,535,918			—			568,949			5,535,918			6,104,867			109,551		2023		40 Years
Joplin, MO			—			942,416			1,848,833			—			942,416			1,848,833			2,791,249			15,760		2023		40 Years
Mansfield, MO			—			118,819			1,223,028			—			118,819			1,223,028			1,341,847			30,230		2023		40 Years
Springfield, MO			—			2,274,742			(2,256,157)			—			2,274,742			(2,256,157)			18,585			53,818		2023		40 Years
Springfield, MO			—			38,540			3,140,073			—			38,540			3,140,073			3,178,613			3,271		2023		40 Years
St. Louis, MO			—			924,702			1,939,919			—			924,702			1,939,919			2,864,621			24,857		2023		40 Years
Unionville, MO			—			69,653			1,213,776			—			69,653			1,213,776			1,283,429			30,448		2023		40 Years
Wentzville, MO			—			670,822			4,857,142			—			670,822			4,857,142			5,527,964			34,146		2023		40 Years
Booneville, MS			—			253,319			1,286,243			—			253,319			1,286,243			1,539,562			10,775		2023		40 Years
Bruce, MS			—			245,529			1,339,545			—			245,529			1,339,545			1,585,074			11,116		2023		—
Ecru, MS			—			518,873			1,189,128			—			518,873			1,189,128			1,708,001			9,945		2023		40 Years
Jackson, MS			—			388,057			661,883			—			388,057			661,883			1,049,940			13,683		2023		40 Years
McComb, MS			—			1,685,118			3,619,152			—			1,685,118			3,619,152			5,304,270			33,886		2023		40 Years
Pontotoc, MS			—			137,504			1,212,925			—			137,504			1,212,925			1,350,429			10,150		2023		40 Years
Richland, MS			—			532,562			3,029,916			—			532,562			3,029,916			3,562,478			62,259		2023		40 Years
Sledge, MS			—			212,071			1,208,619			—			212,071			1,208,619			1,420,690			12,985		2023		40 Years
Thyatira, MS			—			141,335			1,183,130			—			141,335			1,183,130			1,324,465			12,765		2023		40 Years
Burlington, NC			—			1,426,614			2,241,537			—			1,426,614			2,241,537			3,668,151			17,053		2023		40 Years
Charlotte, NC			—			712,025			820,195			—			712,025			820,195			1,532,220			17,060		2023		40 Years
Charlotte, NC			—			3,176,091			2,229,215			—			3,176,091			2,229,215			5,405,306			30,961		2023		40 Years
Charlotte, NC			—			2,577,766			2,289,630			—			2,577,766			2,289,630			4,867,396			32,323		2023		40 Years
Charlotte, NC			—			1,597,777			1,840,583			—			1,597,777			1,840,583			3,438,360			25,703		2023		40 Years
Charlotte, NC			—			1,365,528			2,144,775			—			1,365,528			2,144,775			3,510,303			29,855		2023		—
Charlotte, NC			—			1,848,911			1,335,958			—			1,848,911			1,335,958			3,184,869			18,653		2023		—
Charlotte, NC			—			1,604,085			1,598,677			—			1,604,085			1,598,677			3,202,762			15,745		2023		40 Years
Charlotte, NC			—			1,249,515			1,891,157			—			1,249,515			1,891,157			3,140,672			18,514		2023		40 Years
Charlotte, NC			—			1,052,922			852,414			—			1,052,922			852,414			1,905,336			8,403		2023		40 Years
Charlotte, NC			—			666,753			4,597,681			—			666,753			4,597,681			5,264,434			5,143		2023		40 Years
Clemmons, NC			—			1,889,699			9,638,522			—			1,889,699			9,638,522			11,528,221			12,432		2023		40 Years
Denver, NC			—			3,259,088			3,327,835			—			3,259,088			3,327,835			6,586,923			31,154		2023		40 Years
Granite Falls, NC			—			561,420			1,388,647			—			561,420			1,388,647			1,950,067			11,112		2023
Lexington, NC			—			160,671			1,289,244			—			160,671			1,289,244			1,449,915			19,923		2023
Matthews, NC			—			962,409			1,924,570			—			962,409			1,924,570			2,886,979			26,769		2023		40 Years
Mount Airy, NC			—			119,892			1,306,260			—			119,892			1,306,260			1,426,152			20,142		2023		40 Years
Peachland, NC			—			138,576			1,319,115			—			138,576			1,319,115			1,457,691			20,283		2023		40 Years
Pine Hall, NC			—			76,013			1,216,748			—			76,013			1,216,748			1,292,761			18,738		2023		40 Years
Rocky Mount, NC			—			195,852			1,117,316			—			195,852			1,117,316			1,313,168			18,131		2023		40 Years
Statesville, NC			—			366,289			1,203,067			—			366,289			1,203,067			1,569,356			18,821		2023		40 Years
Statesville, NC			—			1,430,555			2,249,392			—			1,430,555			2,249,392			3,679,947			33,178		2023		40 Years
Winterville, NC			—			485,409			2,700,424			—			485,409			2,700,424			3,185,833			38,022		2023		40 Years
Fremont, NE			—			431,520			1,320,260			—			431,520			1,320,260			1,751,780			4,917		2023		40 Years
Tilton, NH			—			183,534			3,832,627			—			183,534			3,832,627			4,016,161			4,496		2023		40 Years
Absecon, NJ			—			1,374,061			1,631,228			—			1,374,061			1,631,228			3,005,289			27,159		2023		40 Years
Sicklerville, NJ			—			1,692,765			—			—			1,692,765			—			1,692,765			—		2023		40 Years
Toms River, NJ			—			3,850,142			3,082,035			—			3,850,142			3,082,035			6,932,177			32,122		2023		40 Years
El Prado, NM			—			2,480,000			3,100,561			—			2,480,000			3,100,561			5,580,561			23,096		2023		40 Years

F-65

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Albany, NY			—			105,489			815,749			—			105,489			815,749			921,238			12,616		2023		40 Years
Albion, NY			—			100,313			720,599			—			100,313			720,599			820,912			5,254		2023		40 Years
Depew, NY			—			721,883			831,547			—			721,883			831,547			1,553,430			16,868		2023		40 Years
Gates, NY			—			532,363			665,024			—			532,363			665,024			1,197,387			2,293		2023		40 Years
Hamburg, NY			—			1,691,131			4,396,424			—			1,691,131			4,396,424			6,087,555			41,172		2023		40 Years
Johnson City, NY			—			174,807			2,072,196			—			174,807			2,072,196			2,247,003			49,733		2023		40 Years
Johnson City, NY			—			9,439,030			—			—			9,439,030			—			9,439,030			—		2023		40 Years
N Syracuse, NY			—			380,662			2,604,672			—			380,662			2,604,672			2,985,334			56,556		2023		40 Years
Stamford, NY			—			124,923			3,368,082			—			124,923			3,368,082			3,493,005			65,261		2023
Bucyrus, OH			—			195,999			5,077,644			—			195,999			5,077,644			5,273,643			100,481		2023		40 Years
Defiance, OH			—			541,262			3,571,710			—			541,262			3,571,710			4,112,972			70,676		2023		40 Years
Franklin, OH			—			1,034,113			1,940,797			—			1,034,113			1,940,797			2,974,910			27,519		2023		40 Years
Hilliard, OH			—			769,622			1,426,246			—			769,622			1,426,246			2,195,868			20,513		2023		40 Years
Hillsboro, OH			—			996,059			2,785,718			—			996,059			2,785,718			3,781,777			8,705		2023		40 Years
Lima, OH			—			1,140,068			3,248,907			—			1,140,068			3,248,907			4,388,975			87,138		2023		40 Years
Lima, OH			—			508,542			1,534,969			—			508,542			1,534,969			2,043,511			11,999		2023		40 Years
Monroe, OH			—			245,925			1,496,706			—			245,925			1,496,706			1,742,631			11,828		2023
Sharonville, OH			—			1,453,858			4,179,350			—			1,453,858			4,179,350			5,633,208			4,910		2023		40 Years
Toledo, OH			—			606,513			2,602,791			—			606,513			2,602,791			3,209,304			22,048		2023		40 Years
Wakeman, OH			—			91,669			1,215,754			—			91,669			1,215,754			1,307,423			24,001		2023		40 Years
Allen, OK			—			62,626			1,225,838			—			62,626			1,225,838			1,288,464			1,632		2023		40 Years
Blackwell, OK			—			93,533			1,019,298			—			93,533			1,019,298			1,112,831			1,359		2023		40 Years
Broken Arrow, OK			—			2,100,860			5,418,091			—			2,100,860			5,418,091			7,518,951			50,772		2023		40 Years
Chickasha, OK			—			1,130,176			—			—			1,130,176			—			1,130,176			—		2023		40 Years
Lawton, OK			—			1,924,571			3,356,356			—			1,924,571			3,356,356			5,280,927			25,340		2023		40 Years
Oklahoma, OK			—			2,037,061			3,712,975			—			2,037,061			3,712,975			5,750,036			38,341		2023		40 Years
Owasso, OK			—			384,877			1,339,624			—			384,877			1,339,624			1,724,501			19,323		2023		40 Years
Pauls Valley, OK			—			195,652			1,561,153			—			195,652			1,561,153			1,756,805			18,632		2023		40 Years
Purcell, OK			—			382,358			1,513,311			—			382,358			1,513,311			1,895,669			17,954		2023		40 Years
Yukon, OK			—			518,955			5,023,556			—			518,955			5,023,556			5,542,511			79,151		2023		40 Years
Carlisle, PA			—			1,748,925			2,596,167			—			1,748,925			2,596,167			4,345,092			19,422		2023		40 Years
Chester Springs, PA			—			1,585,049			4,074,926			—			1,585,049			4,074,926			5,659,975			31,634		2023		40 Years
Forks, PA			—			1,045,325			1,385,755			—			1,045,325			1,385,755			2,431,080			10,474		2023		40 Years
Lebanon, PA			—			212,037			1,527,874			—			212,037			1,527,874			1,739,911			5,034		2023		40 Years
Mechanicsburg, PA			—			4,005,779			4,735,107			—			4,005,779			4,735,107			8,740,886			79,643		2023		40 Years
New Castle, PA			—			727,785			1,855,089			—			727,785			1,855,089			2,582,874			3,249		2023		40 Years
Palmyra, PA			—			422,549			1,613,655			—			422,549			1,613,655			2,036,204			5,297		2023		40 Years
Plymouth Meeting, PA			—			7,087,849			17,423,078			—			7,087,849			17,423,078			24,510,927			430,197		2023		40 Years
Bristol, RI			—			4,129,728			17,456,072			—			4,129,728			17,456,072			21,585,800			97,531		2023		40 Years
North Providence, RI			—			7,557,758			—			—			7,557,758			—			7,557,758			—		2023		40 Years
Barnwell, SC			—			760,049			6,362,704			—			760,049			6,362,704			7,122,753			104,553		2023		40 Years
Bennettsville, SC			—			280,266			1,799,382			—			280,266			1,799,382			2,079,648			26,697		2023		40 Years
Effingham, SC			—			57,620			1,360,392			—			57,620			1,360,392			1,418,012			32,879		2023		40 Years
Fort Mill, SC			—			2,971,923			1,575,674			—			2,971,923			1,575,674			4,547,597			21,939		2023		40 Years
Wagener, SC			—			40,799			1,407,005			—			40,799			1,407,005			1,447,804			5,343		2023		40 Years
Milbank, SD			—			96,069			1,603,473			—			96,069			1,603,473			1,699,542			53,733		2023		40 Years
Redfield, SD			—			239,453			1,313,238			—			239,453			1,313,238			1,552,691			21,840		2023		40 Years
Sioux Falls, SD			—			222,895			1,340,772			—			222,895			1,340,772			1,563,667			19,350		2023		40 Years
Columbia, TN			—			1,005,897			3,490,295			—			1,005,897			3,490,295			4,496,192			12,673		2023		40 Years
Crump, TN			—			49,423			1,051,000			—			49,423			1,051,000			1,100,423			1,290		2023		40 Years
Harriman, TN			—			538,425			1,183,084			—			538,425			1,183,084			1,721,509			17,579		2023		40 Years
Johnson City, TN			—			797,083			1,655,340			—			797,083			1,655,340			2,452,423			24,242		2023		40 Years
Lexington, TN			—			69,699			1,034,888			—			69,699			1,034,888			1,104,587			1,267		2023		40 Years
Mountain City, TN			—			303,224			1,303,211			—			303,224			1,303,211			1,606,435			22,172		2023		40 Years
Nashville, TN			—			2,510,007			693,564			—			2,510,007			693,564			3,203,571			16,631		2023		40 Years
Spring Hill, TN			—			511,449			2,129,701			—			511,449			2,129,701			2,641,150			2,461		2023		40 Years
Austin, TX			—			752,403			271,887			—			752,403			271,887			1,024,290			3,584		2023		40 Years
Baytown, TX			—			347,353			3,342,203			—			347,353			3,342,203			3,689,556			75,788		2023		40 Years
Brenham, TX			—			149,300			5,282,327			—			149,300			5,282,327			5,431,627			6,105		2023		40 Years
Buna, TX			—			206,332			1,267,829			—			206,332			1,267,829			1,474,161			18,797		2023		40 Years
Crosby, TX			—			2,392,756			3,893,594			—			2,392,756			3,893,594			6,286,350			36,458		2023		40 Years
Eagle Pass, TX			—			275,989			3,545,249			—			275,989			3,545,249			3,821,238			80,149		2023		40 Years
El Paso, TX			—			1,149,820			2,436,863			—			1,149,820			2,436,863			3,586,683			3,812		2023		40 Years
Houston, TX			—			2,089,325			4,926,489			—			2,089,325			4,926,489			7,015,814			107,764		2023		40 Years
Houston, TX			—			1,211,812			3,345,728			—			1,211,812			3,345,728			4,557,540			53,553		2023		40 Years
League City, TX			—			1,762,616			5,624,013			—			1,762,616			5,624,013			7,386,629			123,023		2023		40 Years
Longview, TX			—			641,613			2,710,240			—			641,613			2,710,240			3,351,853			53,640		2023		40 Years
Lubbock, TX			—			838,994			3,278,938			—			838,994			3,278,938			4,117,932			59,229		2023		40 Years
Mercedes, TX			—			721,575			1,359,169			—			721,575			1,359,169			2,080,744			10,374		2023		40 Years
Normangee, TX			—			123,404			1,242,768			—			123,404			1,242,768			1,366,172			30,873		2023		40 Years
Pearsall, TX			—			168,396			1,047,514			—			168,396			1,047,514			1,215,910			22,497		2023		40 Years
Richardson, TX			—			5,317,097			5,142,081			—			5,317,097			5,142,081			10,459,178			6,796		2023		40 Years
Richardson, TX			—			1,610,028			—			—			1,610,028			—			1,610,028			—		2023		40 Years

F-66

Table of Contents

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2023


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)
Stafford, TX			—			677,550			729,300			—			677,550			729,300			1,406,850			14,802		2023		40 Years
Temple, TX			—			1,795,552			4,242,556			—			1,795,552			4,242,556			6,038,108			13,257		2023		40 Years
Warren, TX			—			152,485			1,245,867			—			152,485			1,245,867			1,398,352			31,036		2023		40 Years
Danville, VA			—			425,025			948,705			—			425,025			948,705			1,373,730			15,851		2023		40 Years
Fredericksburg, VA			—			1,764,786			—			—			1,764,786			—			1,764,786			—		2023		40 Years
Midlothian, VA			—			317,313			1,207,183			—			317,313			1,207,183			1,524,496			23,347		2023		40 Years
Portsmouth, VA			—			260,183			1,718,446			—			260,183			1,718,446			1,978,629			40,837		2023		40 Years
Stafford, VA			—			796,500			2,175,477			—			796,500			2,175,477			2,971,977			23,540		2023		40 Years
Puyallup, WA			—			674,340			796,624			—			674,340			796,624			1,470,964			17,412		2023		40 Years
Tacoma, WA			—			749,693			1,002,374			—			749,693			1,002,374			1,752,067			5,523		2023		40 Years
Vancouver, WA			—			663,929			884,896			—			663,929			884,896			1,548,825			18,132		2023		40 Years
Ashwaubenon, WI			—			3,545,375			26,018,158			—			3,545,375			26,018,158			29,563,533			514,918		2023		40 Years
Manitowoc, WI			—			547,959			7,964,601			—			547,959			7,964,601			8,512,560			186,497		2023		40 Years
Milwaukee, WI			—			3,209,988			—			—			3,209,988			—			3,209,988			—		2023		40 Years
Onalaska, WI			—			4,908,249			12,193,217			—			4,908,249			12,193,217			17,101,466			73,893		2023		40 Years
Sparta, WI			—			484,147			1,090,863			—			484,147			1,090,863			1,575,010			10,847		2023		40 Years
Charleston, WV			—			708,781			4,431,128			—			708,781			4,431,128			5,139,909			96,928		2023		40 Years
Pennsboro, WV			—			1,976,641			722,606			—			1,976,641			722,606			2,699,247			13,159		2023		40 Years
Ripley, WV			—			1,257,822			6,166,075			—			1,257,820			6,166,061			7,423,881			134,875		2023		40 Years

Subtotal			32,634,841			2,288,976,437			4,793,822,802			61,246,776			2,282,353,521			4,861,692,489	0		7,144,046,010	0		433,957,769
Property Under Development
Various			—			—			33,232,168			—			—			33,232,168			33,232,168			—
Sub Total			—			—			33,232,168			—			—			33,232,168			33,232,168			—
Total		$	32,634,841		$	2,288,976,437		$	4,827,054,970		$	61,246,776		$	2,282,353,521		$	4,894,924,657		$	7,177,278,178		$	433,957,769

1. Reconciliation of Real Estate Properties

The following table reconciles the Real Estate Properties from January 1, 2021 to December 31, 2023.


	****	2023		****	2022		****	2021
Balance at January 1		$	6,062,209,367		$	4,605,458,035		$	3,478,088,144
Construction, acquisition and other costs			1,135,848,799			1,499,979,100			1,172,183,773
Impairment charge			(9,555,945)			(1,165,524)			(2,905,125)
Disposition of real estate			(11,224,043)			(42,062,244)			(41,908,757)
Balance at December 31		$	7,177,278,178		$	6,062,209,367		$	4,605,458,035

2. Reconciliation of Accumulated Depreciation

The following table reconciles the Real Estate Properties from January 1, 2021 to December 31, 2023.


	****	2023		****	2022		****	2021
Balance at January 1		$	321,141,833		$	233,861,792		$	172,698,378
Current year depreciation expense			115,969,605			88,892,382			67,019,106
Impairment charge			(2,425,088)			(150,523)			(986,221)
Disposition of real estate			(728,581)			(1,461,818)			(4,869,471)
Balance at December 31		$	433,957,769		$	321,141,833		$	233,861,792

3. Tax Basis

The aggregate cost of our real estate assets for federal income tax purposes is approximately $8.28 billion at December 31, 2023.

F-67

Table of Contents 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 13, 2024
	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 13, 2024
	Richard Agree
	Executive Chairman of the Board of Directors

By:	/s/ Joel N. Agree	Date: February 13, 2024
	Joel N. Agree
	President, Chief Executive Officer and Director
	(Principal Executive Officer)
By:	/s/ Peter Coughenour	Date: February 13, 2024
	Peter Coughenour
	Chief Financial Officer and Secretary
	(Principal Financial Officer)

By:	/s/ Stephen Breslin	Date: February 13, 2024
	Stephen Breslin
	Chief Accounting Officer
	(Principal Accounting Officer)

By:	/s/ Karen Dearing	Date: February 13, 2024
	Karen Dearing
	Director

By:	/s/ Merrie S. Frankel	Date: February 13, 2024
	Merrie S. Frankel
	Director
By:	/s/ Mike Hollman	Date: February 13, 2024
	Mike Hollman
	Director

By:	/s/ Michael Judlowe	Date: February 13, 2024
	Michael Judlowe
	Director

Table of Contents

By:	/s/ Linglong He	Date: February 13, 2024
	Linglong He
	Director

By:	/s/ Greg Lehmkuhl	Date: February 13, 2024
	Greg Lehmkuhl
	Director

By:	/s/ John Rakolta	Date: February 13, 2024
	John Rakolta
	Director
By:	/s/ Jerome Rossi	Date: February 13, 2024
	Jerome Rossi
	Director

Exhibit – 10.8

REIMBURSEMENT AGREEMENT

THIS REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into on this 3rd day of October, 2023, by and between Agree Realty Corporation, a Maryland corporation (the “REIT”) and Richard Agree (“Richard”), but provided that it shall be effective on January 1, 2023 pursuant to Section 761(c) of the tax code.

RECITALS:

A.The REIT and Richard are the only partners of Agree Limited Partnership, a Delaware limited partnership (the “Partnership”), with the REIT as general partner and Richard as limited partner;

B.The Partnership and/or its subsidiaries have borrowed money pursuant to numerous loan agreements and other financing arrangements (such borrowings, together with all future borrowings by the Partnership and/or its subsidiaries, shall be referred to herein as the “Partnership Debt”);

C.The REIT has provided recourse guarantees, and intends in the future to provide recourse guarantees, to certain portions of the Partnership Debt (such current and future guarantees provided by the REIT shall be referred to herein as the “REIT Guarantees” and such portion of the Partnership Debt that is subject to REIT Guarantees shall be referred to as “Guaranteed Partnership Debt”);

D.Richard currently has a negative capital account in the Partnership (such amount, as in effect from time to time, is referred to as the “Outstanding Negative Capital Balance”);

E.Richard desires to enter into an agreement to reimburse the REIT for a portion of the amount it pays pursuant to the REIT Guarantees as set forth herein;

AGREEMENT:

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

1.Richard hereby agrees to reimburse the REIT for his Proportionate Share (as defined below) of amounts that the REIT pays to lenders pursuant to the REIT Guarantees, up to the Reimbursement Maximum (as defined below).

2.Richard’s “Proportionate Share” shall be equal to the percentage obtained from the following fraction, where the numerator is the Reimbursement Maximum and the denominator is the total amount of outstanding Guaranteed Partnership Debt (each as outstanding as of any date when the Proportionate Share is measured).

3.Richard’s “Reimbursement Maximum” shall be equal to $500,000 plus the excess of the Outstanding Negative Capital Balance over the total nonrecourse debt (including, without limitation, qualified nonrecourse financing) that is allocated by the Partnership to Richard, as most recently determined by the Partnership. Reimbursement payments actually made by Richard shall be subtracted in thereafter determining his remaining Reimbursement Maximum. For reference purposes, as of January 1, 2023, the Outstanding Negative Capital Balance was $12,614,056 and Richard’s total share of nonrecourse debts was $10,476,696 (as determined on his Schedule K-1 from the Partnership), and thus the Reimbursement Maximum as of January 1, 2023 was $2,637,360 [$500,000 + ($12,614,056 - $10,476,696) = $2,637,360]. If there is a decrease in nonrecourse debts allocated to Richard during any year such as due to the pay-down or pay-off of such debt, the Reimbursement Maximum shall increase accordingly.

4.Richard hereby waives his right of subrogation against the REIT in its capacity as general partner of the Partnership (to the extent the REIT has liability, as general partner, for debts of the Partnership). In no circumstances will Richard have any claim against the REIT for amounts paid by Richard pursuant to this Agreement (and if at any time there is a different or additional general partner, Richard shall have no right of subrogation against that party). For the avoidance of doubt, this Reimbursement Agreement is intended to cause Richard to be allocated recourse debt from the Partnership equal to the Reimbursement Maximum pursuant to Treasury Regulation 1.752-2 and his obligations hereunder shall be so interpreted (and the obligations hereunder are not intended to be a bottom dollar payment obligation, as defined in such regulation). Richard shall be required at all times to maintain sufficient net worth to satisfy his obligations hereunder, and the REIT may, from time to time, request commercially reasonable evidence from Richard of his financial ability to satisfy his obligations hereunder, and Richard shall promptly provide such evidence upon request.

5.For example, if Richard has a $12.6 million negative capital account and is allocated $10.5 million of nonrecourse debt from the Partnership, his Reimbursement Maximum will be $2.6 million ($500,000 + ($12.6 million - $10.5 million)). If there is $100 million of Guaranteed Partnership Debt at such time, Richard’s Proportionate Share would be 2.6%. Thus, if at such time, the REIT makes a $1 million payment to a lender pursuant to a REIT Guarantee, Richard must reimburse the REIT for $26,000, and the Reimbursement Maximum would thereafter be decreased by $26,000.

6.In the event of Richard’s death, his obligations hereunder shall terminate at such time.

7.This Agreement shall be interpreted under the laws of the State of Michigan and the parties hereto consent to jurisdiction and agree to venue in the Circuit Court for the County of Oakland, State of Michigan.

8.This Agreement contains the full agreement of the parties and may not be amended, except in a writing signed by all parties. PDF, electronic and facsimile copies shall be accepted as originals. The parties can sign in counterpart copy. No amendments to this Agreement shall be effective without the prior written approval of all parties hereto. Each party shall use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to carry out the intent and purposes of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Reimbursement Agreement on the date first set above.


/s/ Richard Agree

Richard Agree

Agree Realty Corporation, a Maryland

corporation


<br><br>By: /s/ Joey Agree

Joey Agree, President and CEO

Exhibit 19.1

AGREE REALTY CORPORATION INSIDER TRADING POLICY

Introduction

For ease of use, references in this policy to the “Company” means Agree Realty Corporation, Agree Limited Partnership and their direct and indirect subsidiaries and affiliates.

U.S. federal securities laws prohibit the purchase or sale of securities of a company by persons in possession of material, nonpublic information about such company, or the disclosure of material nonpublic information about a company to another person who then trades in its securities (together referred to herein as “insider trading”). Insider trading violations are pursued vigorously by regulatory authorities and sanctions can be severe. Those subject to sanctions include the persons illegally trading, persons who tip material nonpublic information to other persons who illegally trade, and potentially companies and other controlling persons if they fail to take reasonable steps to prevent insider trading.

The Company recognizes that the Company’s directors (“Directors”), officers and other employees will invest in and hold securities of the Company and encourages them to do so as a long-term investment. However, in order to insulate the Company and such persons from sanctions for insider trading, as well as to prevent any appearance of improper conduct by any such persons, the Company has adopted this Insider Trading policy.

1.Persons Subject to Insider Trading Policy

This policy covers directors, officers, and all other employees of the Company, as well as any other person having access to material nonpublic information of the Company, including any contractors or consultants to the Company. This policy also applies to the foregoing persons’ family members or others who reside with them, and any other persons or entities whose securities transactions are directed by the foregoing persons or subject to their influence or control. Collectively, these persons are referred to herein as “Covered Persons,” although not all of them are employed or engaged by the Company. All Directors and employees of the Company (collectively, “Insiders”) are required to consult the Company’s General Counsel or Chief Financial Officer (“CFO”) prior to any and all trading in Company securities subject to this policy.

This policy continues to apply to one’s transactions in Company securities even after he or she has terminated employment with the Company or no longer serves as a Director, until such time such person no longer has any material nonpublic information related to his or her employment with the Company or due to his or her service on the Board.

2.Policy Statement Generally

Except for the limited exceptions set forth below, any Covered Person who is aware of material nonpublic information relating to the Company may not, directly or indirectly through other persons or entities, (a) buy or sell Company securities or engage in any other action to take personal advantage of such information, or (b) provide such information, or recommend any transaction in Company securities, to any other persons or entities outside of the Company (including through “anonymous” communications through the internet or elsewhere). The Company also prohibits Covered Persons from engaging in transactions in Company securities for speculative purposes. See “Additional Prohibited Transactions” below.

In addition, all Covered Persons who learn of material nonpublic information about a company with which the Company does or may do business, including any tenants, prospective tenants or joint venture partners, in the course of working for the Company, may not trade in that company’s securities until the information becomes public or is no longer material. Any such material nonpublic information has been shared with the Company with the understanding that such information is only to be used to facilitate the relationship between the Company and the third party and may not be used for any other purpose. Employees are strictly prohibited from misappropriating any such material nonpublic information to trade in the securities of such third party or otherwise, and are obliged to keep all such information confidential, sharing it only as necessary to promote the mutual goals of the Company and such third party.

All Insiders must pre-clear all trading in Company securities in accordance with the procedures set forth in the “6. Pre-Clearance of All Trades by Insiders” section below.

3.Securities Transactions Subject to this Policy

Subject to the limited exceptions below, transactions in all Company securities are subject to this policy, including without limitation common stock, options and any other securities the Company may issue, such as preferred stock, notes, bonds and convertible securities, as well as derivative securities relating to any of the Company’s securities, whether or not issued by the Company. Transactions that may be necessary or justifiable for personal reasons, such as the need to raise money for an emergency expenditure, are not excepted from this policy.

a.	Limited Exceptions

(i)	Option Exercises

This policy does not apply generally to the exercise of an option, including a cashless exercise solely through the Company or the exercise of a tax withholding right to satisfy tax withholding requirements. However, this policy does apply to any sale of the stock received upon exercise of the option, including any deemed sale caused by an employee's election to make a cashless exercise of his or her option through a broker, or any other market sale for the purpose of generating the cash necessary to pay the option exercise price.

(ii)	401(k) Plan

The trading restrictions of this policy do not apply to investing 401(k) plan contributions in a Company stock fund, if any, in accordance with the terms of Company 401(k) plan, if any. However, any changes in your investment election regarding the Company’s stock, if any, are subject to trading restrictions under this policy.

(iii)	Conversion of Limited Partnership Units

This policy does not cover the conversion of limited partnership units into shares of Company common stock. Please note that the Company common stock received in such conversion is subject to this policy.

b.	Rule 10b5-1 Plan Exception

(i)	Overview

SEC Rule 10b5-1 (“Rule 10b5-1”) protects directors, officers and employees from insider trading liability under Rule 10b5-1 for transactions under a previously established contract, plan or instruction to trade the Company’s Stock (a “Trading Plan”) entered into in good faith (and acted on in good faith for the duration of the Trading

Plan) and in accordance with the terms of Rule 10b5-1 of the 1934 Act and all applicable state laws and shall be exempt from the trading restrictions set forth in this policy.

The initiation of, and any modification to, any such Trading Plan will be deemed to be a transaction in the Company’s securities and such initiation or modification is subject to all limitations and prohibitions of transactions involving the Company’s securities. Each such Trading Plan, and any modification thereof, shall be submitted to and pre-approved by the General Counsel or CFO, or such other person as the Company’s Board of Directors may designate from time to time (the “Authorizing Officer”), who may impose such conditions on the implementation and operation of the Trading Plan as the Authorizing Officer deems necessary or advisable. Without limiting the generality of the foregoing, the Authorizing Officer may prescribe certain forms of Trading Plans to which each Trading Plan must conform. The Authorizing Officer may also require that Trading Plans be arranged with a specified broker. However, compliance of the Trading Plan to the terms of Rule 10b5-1 and the execution of transactions pursuant to the Trading Plan are the sole responsibility of the person initiating the Trading Plan, not the **** Company or the Authorizing Officer.

Rule 10b5-1 presents an opportunity for insiders to establish arrangements to sell (or purchase) the Company’s stock without the restrictions of windows and blackout periods even when there is undisclosed material information (subject to the cooling-off period described below). A Trading Plan might also help reduce negative publicity that may result when key executives sell the Company’s stock. Rule 10b5-1 only provides an “affirmative defense” in the event there is an insider-trading lawsuit. It does not prevent someone from bringing a lawsuit.

A director, officer and employee may enter into a Trading Plan that outlines a pre-set plan for trading of the Company’s stock, including the exercise of stock options only when he or she is not in possession of material, non-public information, and only during an open trading window period outside of the Black-Out Period and cooling-off period described below. Although transactions effected under a Trading Plan will not require further pre-clearance at the time of the trade, any transaction (including the quantity and price) made pursuant to a Trading Plan of a Section 16 reporting person must be reported to the Company promptly on the day of each trade to permit the Company’s Section 16 filing coordinator to assist in the preparation and filing of a required Form 4, if applicable. Form 4 and Form 5 filers must also indicate by checkbox if a reported transaction was made under a plan that is intended to satisfy the “affirmative defense” conditions of Rule 10b5-1(c) and the date of the adoption of such plan.

From time to time, for legal or other reasons, the Authorizing Officer may direct that purchases and sales pursuant to any Trading Plan be suspended or discontinued. Failure to discontinue purchases and sales as directed shall constitute a violation of the terms of this and result in a loss of the exemption set forth herein.

(ii)	Prohibition Against Multiple, Overlapping Plans

A director, officer or employee may only enter into one Trading Plan at a time.

(iii)	Director and Officer Representations

Directors and officers must include a representation in their Trading Plan certifying, at the time of the adoption of a new or modified Trading Plan, that: (1) they are not aware of material nonpublic information about the Company or its securities; and (2) they are adopting the plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5.

(iv)	Cooling-Off Period

Trades pursuant to a Trading Plan made by an executive officer or director may occur at any time, subject to the following waiting period, whichever is later, (i) a 90 day waiting period after the adoption or material modification of the Trading Plan during which time no transactions under the Trading Plan can be made; or (ii) two business days following the Company’s disclosure of financial results in in a Form 10-Q, Form 10-K, or Form 8-K for the fiscal quarter during which the plan was adopted or materially modified (in any event, subject to a maximum cooling-off period of 120 days following a plan adoption or modification) before any trading can commence under the adopted or modified Trading Plan.

Trades pursuant to a Trading Plan made by employees that are non-executive officers may occur at any time, subject to a 30 day waiting period after the adoption or material modification of the Trading Plan, during which time no transactions under the Trading Plan can be made.

Trading Plan modifications that do not change the sales or purchase prices or price ranges, the amount of securities to be sold or purchased, or the timing of transactions under a Trading Plan (such as an adjustment for stock splits or a change in account information) will not trigger a new cooling-off period.

(v)	Please review the following description of how a Trading Plan works.

Pursuant to Rule 10b5-1, an individual’s purchase or sale of securities will not be “on the basis of” material non-public information if:

●	First, before becoming aware of the information, the individual enters into a binding contract to purchase or sell the securities, provides instructions to another person to sell the securities or adopts a written plan for trading the securities in good faith (i.e., the Trading Plan).

●	Second, the Trading Plan must either:

o	specify the amount of securities to be purchased or sold, the price at which the securities are to be purchased or sold and the date on which the securities are to be purchased or sold;

o	include a written formula or computer program for determining the amount, price and date of the transactions; or

o	prohibit the individual from exercising any subsequent influence over the purchase or sale of the Company’s stock under the Trading Plan in question.

●	Third, the purchase or sale must occur pursuant to the Trading Plan and the individual must not enter into a corresponding hedging transaction or alter or deviate from the Trading Plan.

(vi)	Revocation/Amendments to Trading Plans.

Revocation of Trading Plans (which includes terminations of Trading Plans) should occur only in unusual circumstances, and the effectiveness of any revocation of a Trading Plan will be subject to the prior review and approval of the Authorizing Officer. If an individual revokes a Trading Plan, then the individual may not enter into a new Trading Plan until 30 days after termination of the Trading Plan or such longer period as the Authorizing Officer may determine in his or her discretion. Such new Trading Plan can be executed only when the individual is not in possession of material non-public information, and during a trading window period outside

of a Black-Out Period. In addition, transactions pursuant to such new Trading Plan will be subject to the respective cooling-off period.

Each Trading Plan must contain provisions allowing the Company to revoke or suspend a Trading Plan. Circumstances under which Trading Plans may be revoked or suspended include the announcement of a merger or the occurrence of an event that would cause the transaction either to violate applicable law or to have an adverse effect on the Company. The Authorizing Officer or administrator of the Company’s stock plans is authorized to notify the applicable broker in such circumstances.

Amendments to Trading Plans, which for these purposes would include any modifications to or voluntary suspensions of Trading Plans, should be made in only very limited circumstances and should be avoided if possible. Any amendment to a Trading Plan will be subject to the prior review and approval of the Authorizing Officer. Any amendment to a Trading Plan can be effected only when the individual is not in possession of material non-public information, and during a trading window period outside of a Black-Out Period. In addition, transactions pursuant to such amended Trading Plan will be subject to the respective cooling-off period (or such longer period as the Authorizing Officer may determine in his or her discretion) during which time no transactions under the amended Trading Plan can be made.

(vii)	Discretionary Plans

Discretionary Trading Plans, where the discretion or control over trading is transferred to a broker, are permitted if (i) pre-approved by the Authorizing Officer, (ii) the officer, director, or employee may not exercise influence over the broker’s trading decisions and (iii) the broker may not be in possession of any Company material non-public information.

The Authorizing Officer of the Company must pre-approve any Trading Plan, arrangement or trading instructions, etc., involving potential sales or purchases of the Company’s stock or stock option exercises, including but not limited to, blind trusts, or limit orders. The actual transactions effected pursuant to a pre-approved Trading Plan will not be subject to further pre-clearance for transactions in the Company’s stock once the Trading Plan or other arrangement has been pre-approved.

(viii)	Reporting (if required)

SEC Form 144 (“Form 144”) will be filled out and filed by the individual/brokerage firm in accordance with the existing rules regarding Form 144 filings. A footnote at the bottom of the Form 144 should indicate that the trades “are in accordance with a Trading Plan that complies with Rule 10b5-1 and expires ______.” For Section 16 reporting persons, Form 4s should be filed before the end of the second business day following the date that the broker, dealer or plan administrator informs the individual that a transaction was executed, provided that the date of such notification is not later than the third business day following the trade date. A similar footnote should be placed at the bottom of the Form 4 as outlined above.

(ix)	Stock Options

Cash exercise of stock options currently can be executed at any time. Sales of shares acquired upon exercise of stock options, however, are subject to the Company’s trading windows.

(x)	Trades Outside of a Trading Plan

During an open window, trades which differ from Trading Plan instructions that are already in place are allowed as long as the Trading Plan continues to be followed.

The Trading Plans do not exempt the Section 16 reporting person from the Section 16 six month short-swing profit rules or liability.

(xi)	Disclosures

The Company will make quarterly disclosures regarding the adoption, material modification and termination of Trading Plans and certain other written trading arrangements by the Company’s directors and officers for the trading of its securities, including the material terms (other than the pricing terms) of such arrangements. The Company will also make an annual disclosure in its annual reports or in the annual meeting proxy statement whether it has adopted insider trading policies and procedures and include such policies in its Form 10-K. The Company will also provide certain tabular and narrative disclosures regarding awards of options close in time to the release of material nonpublic information and related policies and procedures. The Company may also make public announcements or respond to inquiries from the media as transactions are made under a Trading Plan.

4.“Material Nonpublic Information”

a.	Materiality

Information is considered “material” if it is likely that a reasonable investor would consider it important in arriving at a decision to buy, sell or hold Company securities, whether such information is positive or negative. Examples of information that may be deemed material include, whether proposed, pending or having already occurred:

●	a dividend increase or decrease, a change in dividend policy or the declaration of a dividend;

●	the financial and operational results from a previously completed quarter or year;

●	an earnings estimate;

●	a change in or confirmation of a previously announced earnings estimate;

●	a significant expansion or curtailment of operations;

●	a significant increase or decrease in business;

●	a merger, acquisition or disposition relating to significant asset(s);

●	a borrowing outside the ordinary course or a significant change in the terms of debt;

●	a tender offer;

●	a securities offering or repurchase;

●	a regulatory or litigation proceeding;

●	a liquidity change;

●	changes in debt ratings;

●	award or loss of a significant customer;

●	major changes in accounting methods or policies; or

●	a significant change in management.

This list is not exhaustive; other types of information may be material at any particular time, depending on the circumstances. Keep in mind that any review of a person’s transactions will be completed after the fact, with the benefit of hindsight. If a Covered Person is unsure whether information is material, he or she should consult the Company’s General Counsel or CFO before making any decision to disclose such information (other than to persons who need to know it) or to trade in or recommend securities to which that information relates, or assume that the information is material.

b.	Nonpublic Information

Nonpublic information means that such information has not been broadly disclosed to the marketplace, such as by press release or a filing with the Securities and Exchange Commission (“SEC”), and/or the investing public has not had time to absorb the information fully. Nonpublic information may include:

●	information available to a select group of persons subject to confidentiality obligations to the Company;
●	undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; and
---	---
●	information that has been entrusted to the Company on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information.
---	---

The amount of elapsed time that is sufficient will vary depending upon the nature and significance of the information. Generally, waiting until after the first full trading day following the day the information is released should allow the market sufficient time to assimilate newly disclosed information. If, for example, the Company were to make an announcement of previously nonpublic, material information prior to the opening of regular trading hours (i.e., before 9:30am ET) on a Monday, Covered Persons should not trade in the Company’s securities until Tuesday. If such an announcement were made during or after the opening of regular trading hours (i.e., on or after 9:30am ET) on a Monday, Covered Persons should not trade in the Company’s securities until Wednesday.

5.Additional Prohibited Transactions

a.	Blackout Periods

All Covered Persons are prohibited from trading in Company securities during the following blackout periods, unless the Company’s General Counsel or CFO determines otherwise:

●

Trading in Company securities is prohibited during the period beginning on a day within the first ten days after the end of each fiscal quarter, as announced by the General Counsel or the CFO, and ending at 12:00 noon ET on the first trading day following the date the Company’s financial results are publicly disclosed in its earnings announcement. During these periods, Covered Persons generally possess or are presumed to possess material nonpublic information about the Company’s financial results.

●

From time to time, other types of material nonpublic information regarding the Company (such as negotiation of mergers, acquisitions or dispositions) may be pending and not be publicly disclosed. While such material nonpublic information is pending, the Company may impose special blackout periods during which Covered Persons are prohibited from trading in the Company’s securities. If the Company imposes a special blackout period, it will notify the Covered Persons affected.

Speculative Transactions

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In addition, the Company considers it improper and inappropriate for any Covered Person to engage in short-term or speculative transactions in Company securities. Therefore, Covered Persons may not engage in any of the following transactions:

●

Short Sales. Short sales (a sale of securities which are not then owned) of Company securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve the Company’s performance. For these reasons, short sales of Company securities are prohibited by this policy. In addition, Section 16(c) of the Exchange Act prohibits directors and executive officers from engaging in short sales.

●	Standing Orders. Standing orders (except under approved Rule 10b5-1 plans, see above) that extend beyond the date the order is placed should not be used. The problem with purchases or sales resulting from standing instructions to a broker is that there is no control over the timing of the transaction. The broker could execute a transaction when a person is in possession of material nonpublic information.
●	Publicly Traded Options. A transaction in options (other than options granted under a Company equity incentive plan) is, in effect, a bet on the short-term movement of Company stock and therefore creates the appearance that the Covered Person is trading based on inside information. Transactions in options also may focus the Covered Person’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities, on an exchange or in any other organized market, are prohibited by this policy.
---	---
●	Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a Covered Person to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow for the Covered Person to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the Covered Person may no longer have the same objectives as the Company or other Company shareholders. Therefore, these types of transactions are prohibited by this policy.
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●

Margin Accounts and Pledges. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company securities, Covered Persons are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan.

●

Other. This policy prohibits the use of derivative securities to separate any financial interest in Company securities from the related voting rights. In addition, to prevent any appearance of improper conduct by any Covered Persons, this policy prohibits any transaction in Company securities where a reasonable investor would conclude that such transaction is for short-term gain or is speculative.

6.Pre-Clearance of all Trades by Insiders

To provide assistance in preventing inadvertent violations and avoiding even the appearance of an improper transaction (which could result, for example, where an officer engages in a trade while unaware of a pending major development), the Company has implemented the following procedure:

All transactions in the Company’s securities (acquisitions, dispositions, transfers, etc.) by Insiders must be approved in advance by the Company’s General Counsel or CFO. Unless revoked, a grant of permission will remain valid until the close of trading five business days following the day on which such permission was granted. If the transaction does not occur during the five-business day period, pre-clearance of the transaction must be re-requested. The Company’s General Counsel or CFO may, if conditions warrant, rescind such permission at any time. In such case, the Company’s General Counsel or CFO will use good faith efforts to immediately notify the Insider that permission has been revoked. Gifts are permitted to be made outside the window period, but only if such person obtains written confirmation that the recipient will not sell such securities prior to the next window period (in which case, such recipient may sell anytime thereafter) and such confirmation is provided to the Company’s General Counsel or CFO in advance of such gift.

Occasionally, the Company may determine that “window periods” are unavailable or will be delayed, and such determination may or may not be communicated to Insiders. Therefore, even if the “window period” is open, Insiders must check with the Company’s General Counsel or CFO prior to any and all trading in Company securities subject to this policy.

See “3. Securities Transactions Subject to This Policy,” above, for a discussion of option exercises and transactions in any 401(k) Plan; to the extent the policy applies to such matters, such transactions can only occur during window periods.

7.Section 16 and Form 144 Rules Applicable to Directors and Certain Executive Officers

a.	Section 16

(i)	Short-Swing Profit Liability

Directors and certain of the Company’s executive officers (such persons, “Section 16 Covered Persons”) are subject to the provisions of Section 16 of the Exchange Act with respect to Company equity securities (including derivatives related thereto), which among other things, prohibits such persons from engaging in any non-exempt sale transaction within six months of any non-exempt purchase transaction. Section 16(b) of the Exchange Act creates a strict liability cause of action that enables the Company or other securityholders suing on behalf of the Company to force the Section 16 Covered Person to disgorge any profits realized from such transactions, known as “short-swing profits.” Short-swing profit liability does not require proof of possession of nonpublic information (material or otherwise), reliance on nonpublic information or intent to profit from using nonpublic information.

(ii)	Changes in Ownership

Any change in a Section 16 Covered Person’s pecuniary interest, directly or indirectly (including one’s spouse, children and relatives sharing one’s household, as well as other entities such as trusts, corporations, and partnerships in which such person has an interest), in any Company equity securities (including derivatives related thereto) must be reported to the SEC on a Form 4 within two (2) business days of the change. Even a change in the nature of one’s ownership, e.g., from direct to indirect, must be reported, despite the fact that there is no net change. Although the Company’s CFO and outside counsel will assist reporting persons in preparing and filing the required reports, the reporting persons retain responsibility for the reports.

b.	Form 144

Directors and executive officers who are subject to the provisions of Section 16 of the Exchange Act are also required to file a Form 144 with the SEC before making certain open market sales of Company securities. Form 144 notifies the SEC of one’s intent to sell such securities. This form is generally prepared and filed by one’s broker and is in addition to the Section 16 reports filed on such person’s behalf.

8.Enforcement

Any employee who violates this policy may be subject to disciplinary action, up to and including termination, and any such violation by any employee, director or other Covered Person may expose the Company and the violator to both civil and criminal penalties under the law.

9.Responsibility

The CFO and General Counsel are responsible for the administration and monitoring for compliance of this policy.

Ultimately, the responsibility for adhering to this policy and avoiding unlawful transactions (or the appearance of unlawful transactions) rests with each individual.

Adopted: September 4, 2019

Amended December 7, 2023

Exhibit 21

AGREE REALTY CORPORATION

Subsidiaries of the Registrant as of December 31, 2023

<br><br><br><br><br><br><br><br><br><br><br><br>
Guarantor		Jurisdiction of Organization
Agree Limited Partnership		Delaware
ADC Express, LLC		Michigan
Agree 117 Mission, LLC		Michigan
Agree 2016, LLC		Delaware
Agree Absecon Urban Renewal, LLC		New Jersey
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 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 Walker, LLC		Michigan
Agree Wawa Baltimore, LLC		Maryland
---	---	---
Agree Wilmington, LLC		North Carolina
AR Land Central, LLC		Delaware
AR Land East, LLC		Delaware
AR Land West, LLC		Delaware
BB Farmington NM, LLC		Delaware
DD 71, LLC		Delaware
DD Brownsville, LLC		North Carolina
DD Hempstead, LLC		North Carolina
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
Pachyderm Properties II, LLC		Delaware
Pachyderm Properties, LLC		Delaware
Pachyderm Riverdale GA, LLC		Delaware
Pachyderm Waite Park MN, LLC		Delaware
Paint PA, LLC		Delaware
Safari Properties II, LLC		Delaware

Exhibit 22

AGREE REALTY CORPORATION

List of Guarantor Subsidiaries

The 2028, 2030, 2032 and 2033 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain of the following wholly owned subsidiaries of the Operating Partnership as of February 13, 2024:


Guarantor				Jurisdiction of Organization
Agree 117 Mission, LLC			Michigan
Agree 2016, LLC				Delaware
Agree Absecon Urban Renewal, LLC				New Jersey
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 CW, LLC				Delaware
Agree Dallas Forest Drive, LLC				Texas
Agree DT Jacksonville NC, 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 Madison AL, LLC				Michigan
Agree Marietta, LLC				Georgia
Agree M-59, LLC				Michigan
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 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 Wawa Baltimore, LLC				Maryland
Agree Walker, LLC			Michigan
Agree Wilmington, LLC				North Carolina
BB Farmington NM, LLC				Delaware
DD 71, LLC				Delaware
DD Brownsville LLC		North Carolina
---	---	---	---
DD Hempstead LLC			North Carolina
Lunacorp, LLC		Delaware
Mt. Pleasant Shopping Center, L.L.C.			Michigan
Pachyderm Chattanooga TN, LLC			Delaware
Pachyderm Marietta GA, LLC			Delaware
Pachyderm Myrtle Beach SC, LLC			Delaware
Pachyderm Philadelphia PA, LLC			Delaware
Pachyderm Properties, LLC			Delaware
Pachyderm Riverdale GA, LLC			Delaware
Pachyderm Waite Park MN, LLC			Delaware
Paint PA, LLC			Delaware
Safari Properties II, LLC			Delaware

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated February 13, 2024, 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, 2023. We consent to the incorporation by reference of said reports in the Registration Statements of Agree Realty Corporation on Form S-3 (File No. 333-271668) and on Forms S-8 (File No. 333-238728, and File No. 333-197096).

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

February 13, 2024

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, 2023 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 13, 2024		/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, 2023 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 13, 2024	/s/ Peter Coughenour
	Name:	Peter Coughenour
	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, 2023 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 13, 2024

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, 2023 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 13, 2024

Exhibit 97.1

Agree Realty Corporation

Compensation Recovery Policy

Effective as of December 1 , 2023

1.Purpose. Agree Realty Corporation a Maryland corporation (the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted this Compensation Recovery Policy (this “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and explains when the Company will be required to seek recovery of Incentive Compensation awarded or paid to a Covered Person. Please refer to Exhibit A attached hereto (the “Definitions Exhibit”) for the definitions of capitalized terms used throughout this Policy. Each Executive Officer shall be required to sign and return to the Company the Acknowledgement Form attached hereto as Exhibit B pursuant to which such Executive Officer will agree to be bound by the terms and comply with this Policy.

2.Miscalculation of Financial Reporting Measure Results **.**In the event of a Restatement, the Company will seek to recover, reasonably promptly, all Recoverable Incentive Compensation from a Covered Person. Such recovery, in the case of a Restatement, will be made without regard to any individual knowledge or responsibility related to the Restatement. Notwithstanding the foregoing, if the Company is required to undertake a Restatement, the Company will not be required to recover the Recoverable Incentive Compensation if the Compensation Committee determines it Impracticable to do so, after exercising a normal due process review of all the relevant facts and circumstances. In no event shall the Company be required to award a Covered Person an additional payment if the restated or accurate financial results would have resulted in a higher Incentive Compensation payment. If such Recoverable Incentive Compensation was not awarded or paid on a formulaic basis, the Company will seek to recover the amount that the Compensation Committee determines in good faith should be recouped.

3.Other Actions . The Compensation Committee may, subject to applicable law, seek recovery in the manner it chooses, including by seeking reimbursement from the Covered Person of all or part of the compensation awarded or paid, by electing to withhold unpaid compensation, by set-off, or by rescinding or canceling unvested stock. In the reasonable exercise of its business judgment under this Policy, the Compensation Committee may in its sole discretion determine whether and to what extent additional action is appropriate to address the circumstances surrounding a Restatement to minimize the likelihood of any recurrence and to impose such other discipline as it deems appropriate. In the event the Company is required to recover the Recoverable Incentive Compensation from a Covered Person who is no longer an employee, the Company will be entitled to seek such recovery regardless of the terms of any release of claims or separation agreement such individual may have signed.

4.No Indemnification or Reimbursement. Notwithstanding the terms of any other policy, program, agreement or arrangement, in no event will the Company or any of its

affiliates indemnify or reimburse a Covered Person for any loss under this Policy and in no event will the Company or any of its affiliates pay premiums on any insurance policy that would cover a Covered Person’s potential obligations with respect to Recoverable Incentive Compensation under this Policy.

5.Administration of Policy. The Compensation Committee will have full authority to administer this Policy. The Compensation Committee will, subject to the provisions of this Policy and Rule 10D-1 of the Exchange Act, and the Company’s applicable exchange listing standards, make such determinations and interpretations and take such actions in connection with this Policy as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Compensation Committee will be final, binding and conclusive.

6.Other Claims and Rights **.**The remedies under this Policy are in addition to, and not in lieu of, any legal and equitable claims the Company or any of its affiliates may have or any actions that may be imposed by law enforcement agencies, regulators, administrative bodies, or other authorities. Further, the exercise by the Compensation Committee of any rights pursuant to this Policy will not impact any other rights that the Company or any of its affiliates may have with respect to any Covered Person subject to this Policy.

7.Acknowledgement by Covered Persons; Condition to Eligibility for Incentive Compensation. ****The Company will provide notice and seek acknowledgement of this Policy from each Covered Person, provided that the failure to provide such notice or obtain such acknowledgement will have no impact on the applicability or enforceability of this Policy. After the Effective Date, the Company must be in receipt of a Covered Person's acknowledgement as a condition to such Covered Person’s eligibility to receive Incentive Compensation. All Incentive Compensation subject to this Policy will not be earned, even if already paid, until the Policy ceases to apply to such Incentive Compensation and any other vesting conditions applicable to such Incentive Compensation are satisfied.

8.Amendment; Termination. The Board or the Compensation Committee may amend or terminate this Policy at any time.

9.Effectiveness. Except as otherwise determined in writing by the Compensation Committee, this Policy will apply to any Incentive Compensation that is Received by a Covered Person on or after the Effective Date. This Policy will survive and continue notwithstanding any termination of a Covered Person’s employment with the Company and its affiliates.

10.Successors. This Policy shall be binding and enforceable against all Covered Persons and, to the extent required or allowed by applicable law, their successors, beneficiaries, heirs, executors, administrators, or other legal representatives.

Exhibit A

Agree Realty Corporation

Compensation Recovery Policy

Definitions Exhibit

“Applicable Period” means the three completed fiscal years of the Company immediately preceding the earlier of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes (or reasonably should have concluded) that a Restatement is required or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. The “Applicable Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence.

“Board” means the Board of Directors of the Company.

“Compensation Committee” means the Company’s committee of independent directors responsible for executive compensation decisions, or in the absence of such a committee, a majority of the independent directors serving on the Board.

“Covered Person” means any person who is, or was at any time, during the Applicable Period, an Executive Officer of the Company. For the avoidance of doubt, a Covered Person may include a former Executive Officer that left the Company, retired, or transitioned to an employee role (including after serving as an Executive Officer in an interim capacity) during the Applicable Period.

“Effective Date” means December 1, 2023.

“Executive Officer” means the Company’s president, principal executive officer, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including an officer of the Company’s parent(s) or subsidiaries) who performs similar policy-making functions for the Company.

“Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements (including but not limited to, “non-GAAP” financial measures, such as those appearing in the Company’s earnings releases or Management Discussion and Analysis), and any measure that is derived wholly or in part from such measure. Stock price and total shareholder return (and any measures derived wholly or in part therefrom) shall be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.

“Impracticable” - the Compensation Committee may determine in good faith that recovery of Recoverable Incentive Compensation is “Impracticable” if: (i) pursuing such recovery would violate home country law of the jurisdiction of incorporation of the Company where that law was adopted prior to November 28, 2022 and the Company provides an opinion of home country counsel to that effect acceptable to the Company’s applicable listing exchange; (ii) the direct expense paid to a third party to assist in enforcing this Policy would exceed the Recoverable Incentive Compensation and the Company has (A) made a reasonable attempt to recover such amounts and (B) provided documentation of such attempts to recover to the Company’s applicable listing exchange; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended.

“Incentive Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive Compensation does not include any base salaries (except with respect to any salary increases earned wholly or in part based on the attainment of a Financial Reporting Measure performance goal); bonuses paid solely at the discretion of the Compensation Committee or Board that are not paid from a “bonus pool” that is determined by satisfying a Financial Reporting Measure performance goal; bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period; non-equity incentive plan awards earned solely upon satisfying one or more strategic measures or operational measures; and equity awards that vest solely based on the passage of time and/or attaining one or more non-Financial Reporting Measures.

“Received” - Incentive Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.

“Recoverable Incentive Compensation” means the amount of any Incentive Compensation (calculated on a pre-tax basis) Received by a Covered Person during the Applicable Period that is in excess of the amount that otherwise would have been Received if the calculation were based on the Restatement. For the avoidance of doubt Recoverable Incentive Compensation does not include any Incentive Compensation Received by a person (i) before such person began service in a position or capacity meeting the definition of an Executive Officer, (ii) who did not serve as an Executive Officer at any time during the performance period for that Incentive Compensation, or (iii) during any period the Company did not have a class of its securities listed on a national securities exchange or a national securities association. For Incentive Compensation based on (or derived from) stock price or total shareholder return where the amount of Recoverable Incentive Compensation is not subject to mathematical recalculation directly from the information in the applicable Restatement, the amount will be determined by the Compensation Committee based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive Compensation was Received (in which case, the Company will maintain documentation of such determination of that reasonable estimate and provide such documentation to the Company’s applicable listing exchange).

“Restatement” means an accounting restatement of any of the Company’s financial statements filed with the Securities and Exchange Commission under the Exchange Act, or the Securities Act of 1933, as amended, due to the Company’s material noncompliance with any financial reporting requirement under U.S. securities laws, regardless of whether the Company or Covered Person misconduct was the cause for such restatement. “Restatement” includes any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly referred to as “Big R” restatements), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as “little r” restatements).

Exhibit B

Agree Realty Corporation

Compensation Recovery Policy

Acknowledgement Form

By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Agree Realty Corporation Compensation Recovery Policy (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form (the “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.

As a condition of receiving Incentive Compensation from the Company, the undersigned agrees that any Incentive Compensation is subject to recovery pursuant to the terms of the Policy, and further agrees to abide by the terms of the Policy, including, without limitation, by returning any Recoverable Incentive Compensation to the Company reasonably promptly to the extent required by, and in a manner permitted by, the Policy, as determined by the Committee in its sole discretion. To the extent the Company’s recovery right conflicts with any other contractual rights the undersigned may have with the Company, the undersigned understands that the terms of the Policy shall supersede any such contractual rights. The terms of the Policy shall apply in addition to any right of recoupment against the undersigned under applicable law and regulations. By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any Recoverable Incentive Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner permitted by, the Policy.

Signature:__________________

Print Name: ________________

Date: ______________________

50113237.1