adc-20260402

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

__________________________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

__________________________________________________

(Amendment No. )

Filed by the registrant ☒

Filed by a party other than the registrant ☐

Check the appropriate box:


☐			Preliminary proxy statement


☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


☒			Definitive Proxy Statement


☐			Definitive Additional Materials


☐			Soliciting Material Under §240.14a-12


Agree Realty Corporation
(Name of registrant as specified in its charter)



(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required


☐			Fee paid previously with preliminary materials


☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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AGREE REALTY CORPORATION

32301 Woodward Avenue

Royal Oak, MI 48073

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held on May 14, 2026

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NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of stockholders (the “2026 Annual Meeting”) of AGREE REALTY CORPORATION, a Maryland corporation, will be held virtually at 10:00 a.m. Eastern Time on May 14, 2026, for the following purposes:


•To elect two directors to serve until the annual meeting of stockholders in 2029;
•To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026; and
•To approve (on an advisory basis), by non-binding vote, executive compensation.

In addition, stockholders will consider and vote on such other business as may properly come before the 2026 Annual Meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on March 12, 2026 will be entitled to notice of and to vote at the 2026 Annual Meeting or at any adjournment or postponement thereof. Stockholders are cordially invited to attend the 2026 Annual Meeting virtually via the internet. To attend the 2026 Annual Meeting, visit www.virtualshareholdermeeting.com/ADC2026 and enter the 16-digit control number included on your notice or proxy card (if you received a printed copy of the proxy materials). Stockholders may vote and submit questions while attending the 2026 Annual Meeting virtually via the internet.

Pursuant to rules promulgated by the Securities and Exchange Commission, we are providing access to our proxy materials over the internet. On or about April 2, 2026, we expect to mail our stockholders either (i) the Notice of Internet Availability of Proxy Materials (the “Notice”) only or (ii) the notice and a copy of this Notice of Annual Meeting, the proxy statement, the accompanying proxy card, and our annual report (if a stockholder previously requested paper delivery of proxy materials), each in connection with the solicitation of proxies by our Board of Directors for use at the 2026 Annual Meeting and any adjournments or postponements thereof. The Notice contains instructions related to this process, including how to access our Notice of Annual Meeting, proxy statement and annual report over the internet, how to authorize your proxy to vote online and how to request a paper copy of the Notice of Annual Meeting, proxy statement and annual report.

It is important that your shares be voted. You may authorize your proxy to vote your shares over the internet as described in the Notice. Alternatively, if you received a paper copy of the proxy card by mail, please complete, date, sign and promptly return the proxy card in the self-addressed stamped envelope provided. You also may vote by telephone as described in your proxy card. If you attend the 2026 Annual Meeting, you may revoke your proxy in accordance with procedures set forth in the proxy statement and vote electronically via the internet.


			By Order of the Board of Directors,
			Peter Coughenour Chief Financial Officer and Secretary

April 2, 2026
Royal Oak, Michigan

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TABLE OF CONTENTS


			Page
ABOUT THE ANNUAL MEETING			1
PROXY SUMMARY			6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			14
BOARD MATTERS			16
The Board of Directors			16
Committees of the Board			18
Director Compensation			22
Corporate Governance			23
Communications with the Board			24
EXECUTIVE OFFICERS			25
COMPENSATION DISCUSSION AND ANALYSIS			27
Overview of Compensation Program			27
Compensation Objectives and Philosophy			27
Determining Compensation for Named Executive Officers			28
Compensation Committee Consideration of the 202 5 Vote on Executive Compensation			28
Elements and Criteria of Compensation in 202 5 for Named Executive Officers			30
Base Salary			31
The Executive Incentive Plan			32
Perquisites and Other Benefits			37
Timing and Pricing of Equity Awards			37
Stock Ownership Guidelines			38
Policy Prohibiting Hedging and Pledging of Company Stock			39
Compensation Recovery Policy			39
Tax and Accounting Implications			40
COMPENSATION COMMITTEE REPORT			41
EXECUTIVE COMPENSATION TABLES			42
Summary Compensation Table for 2025, 2024 and 2023			42
Grants of Plan-Based Awards for 2025			43
Outstanding Equity Awards at December 31, 2025			44
Option Exercises and Stock Vested in 2025			45
Potential Payments Upon Termination or Change-in-Control			45
Company Incentive Compensation Plans			45
Employment Agreements			46
Change in Control/Severance Payment Tables			48
Pay Ratio			49
Pay Versus Performance			49

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			Page
AUDIT-RELATED MATTERS			54
Report of the Audit Committee			54
Audit Committee Matters			55
PROPOSALS			56
Proposal 1 — Election of Directors			56
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm for 2026			60
Proposal 3 — Advisory (Non-Binding) Vote Approving Executive Compensation			61
RELATED PERSON TRANSACTIONS			62
Policies and Procedures			62
ADDITIONAL INFORMATION			63
Cost of Proxy Solicitation			63
Proposals for 202 7 Annual Meeting			63

Non-GAAP Financial Measures. This proxy statement includes references to non-GAAP financial measures that exclude the impact of certain amounts. For definitions, supplemental information and reconciliations to the most directly comparable GAAP financial measures, see our annual report.

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AGREE REALTY CORPORATION

32301 Woodward Avenue

Royal Oak, MI 48073

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PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

May 14, 2026

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ABOUT THE ANNUAL MEETING

This proxy statement is furnished by our Board of Directors (the “Board”) in connection with the Board’s solicitation of proxies to be voted at the 2026 Annual Meeting of stockholders (the “2026 Annual Meeting”) of Agree Realty Corporation (the “Company”) to be held virtually at 10:00 a.m. Eastern Time on May 14, 2026, at www.virtualshareholdermeeting.com/ADC2026, and at any adjournment or postponement thereof.

On or about April 2, 2026, we are mailing either (i) a copy of the Notice of Annual Meeting, this proxy statement, the accompanying proxy card, our annual report and the Notice of Internet Availability of Proxy Materials (the “Notice”) (if a stockholder previously requested paper delivery of proxy materials), or (ii) the Notice only, to our stockholders of record on March 12, 2026 (the “Record Date”). The Notice and this proxy statement summarize the information you need to know to vote at the 2026 Annual Meeting. You do not need to attend the 2026 Annual Meeting virtually via the internet in order to vote.


WHAT IS THE PURPOSE OF THE 2026 ANNUAL MEETING?

At the 2026 Annual Meeting, holders of our common stock will be voting on the matters set forth below:

•To elect two directors to serve until the annual meeting of stockholders in 2029;

•To ratify the appointment of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for 2026; and

•To approve (on an advisory basis), by non-binding vote, executive compensation.


			The Board recommends that you vote FOR the director nominees, FOR the ratification of the appointment of Grant Thornton, and FOR the approval of executive compensation.

In addition, management will respond to appropriate questions from stockholders. A representative of Grant Thornton will be present at the 2026 Annual Meeting and will be available to respond to appropriate questions. Such representative will also have an opportunity to make a statement.


HOW CAN I ATTEND THE 2026 ANNUAL MEETING?

You can attend the 2026 Annual Meeting virtually via the internet or by proxy.

Attending and Participating Online. The 2026 Annual Meeting will take place virtually via the internet at www.virtualshareholdermeeting.com/ADC2026. Stockholders may vote and submit questions while attending the 2026 Annual Meeting virtually via the internet. You will need the 16‑digit control number included on your Notice or proxy card (if you received a paper delivery of proxy materials), to enter the 2026 Annual Meeting via the internet. Instructions on how to attend and participate virtually via the internet are available at www.virtualshareholdermeeting.com/ADC2026. Participants will be able to log in 15 minutes prior to the start of the 2026 Annual Meeting. We encourage you to access the 2026 Annual Meeting in advance of the designated start time to ensure that you do not experience any technical difficulties.

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Attending by Proxy. Please see “Can I vote my shares without attending the 2026 Annual Meeting?” below.


WHY ARE YOU HOLDING A VIRTUAL 2026 ANNUAL MEETING?

We believe that hosting a virtual meeting will enable more of our stockholders to attend and participate in the 2026 Annual Meeting since our stockholders can participate from any location around the world with internet access. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation, and communication. For example, the virtual format allows stockholders to communicate with us during the 2026 Annual Meeting so they can ask questions of the Board or management. During the live Q&A session of the 2026 Annual Meeting, we may answer questions as they come in, to the extent relevant to the business of the meeting, as time permits.


WHO IS ENTITLED TO VOTE?

All stockholders of record at the close of business on the Record Date will be entitled to vote. Each share of common stock entitles the holder thereof to one vote on each of the matters to be voted upon at the 2026 Annual Meeting. As of the Record Date, 120,103,687 shares of our common stock, $0.0001 par value per share, were outstanding.


WHAT CONSTITUTES A QUORUM?

The presence at the 2026 Annual Meeting, virtually via the internet or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the 2026 Annual Meeting will constitute a quorum for all purposes. Proxies marked with abstentions or instructions to withhold votes will be counted as present in determining whether or not there is a quorum.

However, if a quorum is not present at the 2026 Annual Meeting, the stockholders, present virtually via the internet or represented by proxy, have the power to adjourn the meeting until a quorum is present or represented. Regardless of whether a quorum is present, our Second Amended and Restated Bylaws (as amended, our “Bylaws”) provide that the chairman of the meeting may recess or adjourn the meeting.


WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A STOCKHOLDER OF RECORD AND A BENEFICIAL OWNER?

Stockholders of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares, and the Notice and, if applicable, our proxy materials (including the Notice of Annual Meeting, the proxy statement, the accompanying proxy card, and our annual report), are being sent to you by us. As the stockholder of record, you have the right to grant your voting proxy directly to us over the internet or by telephone as described in the Notice, or through an accompanying proxy card or to vote virtually via the internet at the 2026 Annual Meeting.

Beneficial Owners. Many of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares, and the Notice and, if applicable, our proxy materials (including the Notice of Annual Meeting, the proxy statement, the accompanying proxy card, and our annual report) are being forwarded to you by your broker, bank or nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and are also invited to attend the 2026 Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares virtually via the internet at the 2026 Annual Meeting unless you request and obtain a proxy from your broker, bank or nominee. Your broker, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, bank or nominee on how to vote your shares.


MAY I VOTE MY SHARES AT THE 2026 ANNUAL MEETING?

Even if you plan to virtually attend the 2026 Annual Meeting, we encourage you to vote your shares prior to the meeting.

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Stockholders of Record. If you are a stockholder of record and attend the 2026 Annual Meeting virtually via the internet, you may deliver your completed proxy card as discussed below or vote during the meeting by electronic ballot, which are available at www.virtualshareholdermeeting.com/ADC2026.

Beneficial Owners. If you hold your shares through a broker, bank or other nominee and want to vote such shares virtually via the internet at the 2026 Annual Meeting, you must obtain a proxy from your broker, bank or other nominee giving you the power to vote such shares.


CAN I VOTE MY SHARES WITHOUT ATTENDING THE 2026 ANNUAL MEETING?

If you received a paper copy of the proxy card by mail, please complete, date, sign and promptly return the proxy card in the self-addressed stamped envelope provided or vote by telephone or internet as indicated on your proxy card. Voting your shares over the internet, by mailing a proxy card or by telephone, will not limit your right to attend the 2026 Annual Meeting and vote your shares virtually via the internet. If you attend the 2026 Annual Meeting, you may revoke your proxy in accordance with the procedures set forth in this proxy statement.

If you have shares held by a broker, you may instruct your broker to vote your shares by following the instructions that the broker provides to you. Most brokers allow you to authorize your proxy by mail, telephone and on the internet.


CAN I CHANGE MY VOTE AFTER I HAVE VOTED?

Yes. Proxies properly submitted over the internet, by mail or by telephone do not preclude a stockholder from voting virtually via the internet at the 2026 Annual Meeting. A stockholder may revoke a proxy at any time prior to its exercise by filing with our Secretary a duly executed revocation of proxy, by properly submitting, either by internet, mail or telephone, a proxy to our Secretary bearing a later date or by attending the 2026 Annual Meeting and voting virtually via the internet. Attendance at the 2026 Annual Meeting will not by itself constitute revocation of a proxy. If you hold your shares through a bank, broker or other nominee, you should contact such person prior to the time such voting instructions are exercised.


WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE OR PROXY CARD OR VOTING INSTRUCTION CARD?

If you receive more than one Notice or proxy card or voting instruction card, it means that you have multiple accounts with banks, trustees, brokers, other nominees and/or our transfer agent. If you receive more than one Notice, please submit all of your proxies over the internet, by mail or by telephone, following the instructions provided in the Notice, to ensure that all of your shares are voted. If you receive more than one proxy card or voting instruction card, please sign and deliver each proxy card and voting instruction card that you receive. We recommend that you contact your nominee and/or our transfer agent, as appropriate, to consolidate as many accounts as possible under the same name and address.


HOW MANY COPIES SHOULD I RECEIVE IF I SHARE AN ADDRESS WITH ANOTHER STOCKHOLDER?

The Securities and Exchange Commission (“SEC”) has adopted rules that permit companies and intermediaries, such as a broker, bank or other agent, to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of the Notice, and, if applicable, our proxy materials (including the Notice of Annual Meeting, the proxy statement, the accompanying proxy card, and our annual report), unless the affected stockholder has provided us with contrary instructions. This procedure provides extra convenience for stockholders and cost savings for companies.

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The Company and brokers, banks or other agents may be householding the Notice and our proxy materials. A single Notice and, if applicable, a single set of our proxy materials (including the Notice of Annual Meeting, the proxy statement, the accompanying proxy card, and our annual report), will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker, bank or other agent that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If you did not respond that you did not want to participate in householding, you were deemed to have consented to the process. Stockholders may revoke their consent at any time by contacting Broadridge ICS, either by calling toll-free (866) 540-7095 or by writing to Broadridge ICS, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, a set of our proxy materials, to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice or a separate set of our proxy materials now or in the future, you may contact Agree Realty Corporation, either by calling (248) 737-4190 or by writing to 32301 Woodward Avenue, Royal Oak, MI 48073, Attention: Secretary. In addition, if you are receiving multiple copies of the Notice and, if applicable, our proxy materials, you can request householding by contacting our Secretary in the same manner.


WHAT IF I DO NOT VOTE FOR SOME OF THE ITEMS LISTED ON MY PROXY CARD OR VOTING INSTRUCTION CARD?

Stockholders of Record. Proxies properly submitted via the internet, mail or telephone will be voted at the 2026 Annual Meeting in accordance with your directions. If the properly submitted proxy does not provide voting instructions on a proposal, the proxy will be voted in accordance with the recommendations of the Board on such matters. With respect to any matter not set forth on the proxy card that properly comes before the 2026 Annual Meeting, the proxy holders named therein will vote as the Board recommends or, if the Board gives no recommendation, in their own discretion.

Beneficial Owners. Proxies properly submitted via the internet, mail or telephone or pursuant to your voting instruction card will be voted at the 2026 Annual Meeting in accordance with your directions. If you do not indicate a choice or return the voting instruction card, the broker, bank or other nominee will determine if it has the discretionary authority to vote on each matter. Under applicable law and New York Stock Exchange (“NYSE”) rules and regulations, brokers have the discretion to vote on routine matters, including the ratification of the appointment of our independent registered public accounting firm. However, your broker does not have discretionary authority to vote on the election of directors, or the advisory vote approving our executive compensation, in which case a “broker non-vote” will occur and your shares will not be voted on these matters.


WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?

Proposal 1 — Election of Directors. The affirmative vote of a majority of the votes cast is necessary for the election of each director nominee. The slate of nominees discussed in this proxy statement consists of two directors, John Rakolta, Jr. and Jerome Rossi, whose terms are expiring. Abstentions and broker non-votes will have no effect on the outcome of this proposal. Our stockholders do not have the right to cumulate their votes for directors.

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm. The affirmative vote of a majority of votes cast at the 2026 Annual Meeting is necessary to ratify the Audit Committee’s appointment of Grant Thornton as our independent registered public accounting firm for 2026. Abstentions are not treated as votes cast under Maryland law and, therefore, they have no effect on the outcome of this proposal. Brokers and other intermediaries generally will have discretionary authority to vote on this Proposal 2 because it is considered a routine matter, and, therefore, we do not expect any broker non-votes with respect to this proposal. Although stockholder ratification of the appointment is not required and is not binding on us, the Board considers the selection of the independent registered public accounting firm to be an important matter of stockholder concern and the Audit Committee will take your vote on this proposal into consideration when appointing our independent registered public accounting firm in the future. Even if the stockholders ratify the appointment of Grant Thornton, the Audit Committee, in its sole discretion, may terminate the engagement of Grant Thornton and engage another independent auditor at any time during the year.

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Proposal 3 — Advisory (Non-Binding) Vote Approving Executive Compensation. The affirmative vote of a majority of votes cast at the 2026 Annual Meeting is necessary to approve our executive compensation. Abstentions and broker non-votes are not treated as votes cast under Maryland law and, therefore, they have no effect on the outcome of this proposal.

Other Matters — If any other matter is properly submitted to the stockholders at the 2026 Annual Meeting, its adoption will require the affirmative vote of a majority of votes cast at the meeting. The Board does not propose conducting any business at the 2026 Annual Meeting other than as stated above.


WILL ANYONE CONTACT ME REGARDING THIS VOTE?

No arrangements or contracts have been made with any solicitors as of the date of this proxy statement, although we reserve the right to engage solicitors if we deem them necessary. Such solicitations may be made by mail, telephone, facsimile, e-mail or personal interviews. In addition, our directors and officers may solicit proxies by mail, telephone, telecopy or in person.


HOW DO I FIND OUT THE VOTING RESULTS?

Voting results will be announced at the 2026 Annual Meeting and will be published in a Current Report on Form 8-K to be filed with the SEC within four business days after the close of the meeting.

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PROXY SUMMARY


PROACTIVE STOCKHOLDER ENGAGEMENT

The Company has an established track record of proactively engaging with its stockholders. During these engagements, the Company has received feedback on its corporate governance, executive compensation, and board composition practices, as well as its corporate sustainability initiatives. The Company values stockholder feedback, and the feedback received from these engagements has shaped the Company's approach to governance and oversight. Based on feedback received from stockholders, as well as the Board’s continuous review of corporate governance best practices, the Company has taken the actions summarized in the table below:


2019	✓	Appointed a Lead Independent Director to further promote independence

	✓	Adopted an Insider Trading Policy

	✓	Adopted a succession plan for the Chief Executive Officer

2020	✓	Increased ownership requirements for non-employee directors to three times their annual cash compensation

	✓	Appointed Karen Dearing to the Board of Directors

	✓	Appointed Michael Hollman to the Board of Directors

	✓	Published our inaugural Sustainability Report committing to improving transparency and accountability for sustainability, social and corporate responsibility

2021	✓	Appointed Michael Judlowe to the Board of Directors

	✓	Appointed Ambassador John Rakolta, Jr. to the Board of Directors

	✓	Created the environmental, social, and governance (“ESG”) Steering Committee to execute the Company’s corporate sustainability strategy and define the Company’s sustainability policies, practices and disclosure

	✓	Aligned our sustainability disclosures with the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-Related Financial Disclosures (“TCFD”)

	✓	Increased ownership requirements for non-employee directors to four times their annual cash compensation

2022	✓	Changed Long Term Incentive Plan (“LTI" Plan) awards to 55% performance-based and 45% time-based for all Named Executive Officers (“NEOs”)

	✓	Placed a cap on payouts under the LTI Plan of 100% if the Company’s absolute total shareholder return were negative

	✓	Increased the percentile of performance required to reach maximum payout under the LTI Plan to 200% for 90th percentile performance, from the previous 150% payout for 75th percentile performance

	✓	Increased ownership requirements for non-employee directors to five times their annual cash compensation

	✓	Disclosed management business objective (“MBO”) metrics and actual results for 2021

	✓	Disclosed the net lease peer group that awards for performance units are measured against

	✓	Adopted a Human Rights Policy and enhanced our Whistleblower Policy

	✓	Adopted green lease language into our standard lease forms

	✓	Published an ESG Policy Statement and ESG Steering Committee charter

	✓	Enhanced due diligence and asset management processes to include an evaluation of tenants’ sustainability policies

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	✓	Completed Scope 1 and 2 greenhouse gas emissions inventory and calculated our Scope 3 downstream leased assets emissions data using actual data where available and using standard estimate methodologies to fill in gaps

2023	✓	Adopted Anti-Corruption and Related-Party Transaction policies

	✓	Updated our CEO’s LTI awards to 60% performance-based and 40% time-based starting with the February 2024 award

	✓	Implemented continuing engagement with tenants to discuss sustainability initiatives

	✓	Began systematically monitoring corporate sustainability reporting across tenants in the portfolio

	✓	Conducted sustainability training with 100% participation from team members

	✓	Executed multiple green leases, achieving Gold Level recognition from Green Lease Leaders

	✓	Enhanced our risk management processes with the establishment of a formal enterprise risk management (“ERM”) committee that reports to the Board

2024	✓	Appointed Linglong He to the Board of Directors

	✓	Further enhanced our CEO’s LTI awards to 70% performance-based and 30% time-based starting with the February 2025 award

	✓	Improved our MBO disclosure by adding the CEO’s percentage weightings for each objective

	✓	Began to align our corporate sustainability disclosures with the International Sustainability Standards Board’s (“ISSB”) IFRS S1 and S2 standards

	✓	Achieved Gold Level recognition from the Green Lease Leaders organization for the second year in a row
	✓	Amended our Bylaws to address proxy access and transitioned to majority voting for director elections, increasing accountability

2025	✓	Enhanced our corporate sustainability disclosures to further align with the ISSB IFRS S1 and S2 standards


	✓	Achieved Gold Level recognition from the Green Lease Leaders organization for the third year in a row

	✓	Implemented Energy Star Portfolio Manager to improve tracking of emissions data across the portfolio

	✓	Strengthened our sector-leading stock ownership requirements: 20x base salary for the CEO, 6x base salary for other covered officers, and 8x annual cash compensation for non-employee directors

The Company expects to remain engaged on compensation, governance and sustainability issues with its stockholders. We will continue to be responsive to stockholder concerns and align our compensation, governance and corporate sustainability policies and practices with the long-term interests of our stockholders.


OUR BUSINESS

We are 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. As of December 31, 2025, our portfolio consisted of 2,674 properties located in all 50 states and totaling approximately 55.5 million square feet of Gross Leasable Area. As of that date, the portfolio was 99.7% leased and had a weighted average remaining lease term of approximately 7.8 years. A significant majority of our properties are leased to national tenants and at year end 66.8% 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 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.

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2025 Business & Performance Highlights

The Company achieved several notable milestones during the past year, including:

✓Invested $1.55 billion in 338 retail net lease properties across all three external growth platforms

✓Commenced 14 development and Developer Funding Platform (“DFP”) projects for total committed capital of approximately $118 million

✓Net Income per share attributable to common stockholders was $1.77

✓Core Funds From Operations per share increased 5.1% to $4.28

✓Adjusted Funds From Operations (“AFFO”) per share increased 4.6% to $4.33

✓Declared dividends of $3.081 per share, a 2.7% year-over-year increase

✓Achieved an A- issuer rating from Fitch Ratings with a stable outlook

✓Completed a public bond offering of $400 million of 5.60% senior unsecured notes due 2035 at an all-in rate of 5.35% inclusive of prior hedging activity

✓Raised approximately $714 million of forward equity via the Company’s at-the-market equity (“ATM”) program and an overnight offering

✓Closed on an unsecured $350 million 5.5-year term loan (the "Term Loan") at a 4.02% fixed rate inclusive of prior hedging activity

✓Over $2.0 billion of liquidity at year end including availability on the revolving credit facility and Term Loan, outstanding forward equity, and cash on hand

✓Balance sheet well positioned at 3.8 times proforma net debt to recurring EBITDA; 4.9 times excluding unsettled forward equity

2025 AFFO per share grew by 4.6%, marking two-year stacked growth of over 9%. Over the past five years, AFFO per share has increased at a compound annual growth rate of over 6%. This consistent and reliable earnings growth continues to support a growing and well-covered dividend. We declared dividends of approximately $3.081 per common share in 2025, representing a year-over-year increase of 2.7%. The Company has increased the common dividend per share at a compound annual growth rate of approximately 5% over the past five years, while maintaining a conservative payout ratio. The 2025 dividends represent a payout ratio of approximately 71% of AFFO per share.

AFFO Per Share

Dividends Per Share

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Our strong earnings growth, well-covered dividend, high-quality portfolio, and conservative balance sheet management have created long-term value and driven leading total shareholder returns. The Company has delivered total returns at the top of the Triple Net Lease Peer Group, S&P MidCap 400 and the MSCI US REIT (RMZ) index over the last 10 years.

_____________________________________________

As of December 31, 2025. Comparison includes ADC, the MSCI US REIT Index (RMZ), the S&P MidCap 400, and the Triple Net Lease Peer Group.

(1)Total Return Performance is calculated on a daily basis using total return metrics, which reflect stock price appreciation along with the reinvestment of dividends.

(2)The Triple Net Lease Peer Group includes the following companies: EPR Properties, Getty Realty Corp., NNN REIT, Inc., Realty Income Corporation, and W.P. Carey. Past performance is not necessarily indicative of future results.


EXECUTIVE COMPENSATION HIGHLIGHTS

Our compensation program for our named executive officers consists of base salary, annual cash incentive awards, long-term equity incentive awards, including restricted shares and performance units, and certain other benefits. We also provide severance arrangements for certain of our named executive officers. This program is designed to attract and retain key executives while encouraging high performance and aligning executives’ interests with the interests of our stockholders.

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The following summarizes the key principles and objectives of our approach to executive compensation:


Do
✔	provide compensation that is aligned with performance by linking pay to the achievement of pre-established short and long-term goals	✔	apply a clawback policy for incentive compensation to our executive officers, including a Dodd-Frank compliant policy
✔	provide total compensation that is both fair and competitive	✔	maintain industry-leading stock ownership requirements for our executives to further align their interests with those of our stockholders
✔	attract, retain and motivate key executives who are critical to our operations	✔	engage a third-party consultant to advise the Compensation Committee on executive compensation matters
✔	reward superior individual and company performance on both a short‑ and long‑term basis	✔	have a Compensation Committee comprised entirely of independent directors
✔	assess compensation risks on an annual basis to ensure our compensation program does not encourage excessive risk-taking behavior	✔	conduct an annual “say-on-pay” vote
✔	utilize peer group executive compensation data, which is reviewed and updated annually, to help establish target annual compensation	✔	utilize and apply rigorous, objective financial goals to our incentive programs to align our business strategy and our stockholders' interests
✔	annual equity awards represent a majority of the target annual compensation	✔	Cap payouts for long-term equity incentive awards and annual cash incentive awards


Do Not
☒	provide total compensation that is not linked to short and long-term company goals	☒	overweight compensation that is not “at-risk” for executives
☒	provide incentives for executives to take excessive risk to reach short-term targets	☒	provide uncapped award opportunities to our executives
☒	provide executives with excessive perquisites or other personal benefits	☒	guarantee annual base salary increases but instead consider increases if warranted
☒	permit executives to engage in derivative or hedging transactions in our securities	☒	provide for excise tax gross-up payments or single trigger equity treatment in connection with a change in control

Our compensation philosophy supports our commitment to pay-for-performance by rewarding executives for achieving our strategic goals on a short and long-term basis. The following charts demonstrate our focus on variable at-risk pay for our CEO and NEOs in 2025.


92%						77%
of Compensation At-Risk(1)						of Compensation At-Risk(1)

(1)At‑risk compensation includes the annual cash bonus, restricted share awards, and performance unit awards, as these amounts are variable and/or subject to forfeiture based on performance and/or continued service. Base salary is excluded.

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CORPORATE GOVERNANCE HIGHLIGHTS

Our Board is responsible for oversight of the Company, including the strategy, objectives, and risk management practices. They are focused on sound corporate governance practices that are designed to promote the long-term interests of our stakeholders. Highlights of our corporate governance practices include:

✓All directors are independent with the exception of the CEO and Executive Chairman

✓We maintain a Lead Independent Director position with clearly defined responsibilities to further promote Board independence

✓All members of the Audit, Nominating and Governance and Compensation committees are independent

✓Independent directors meet quarterly, without the presence of officers or team members

✓Appointed six new independent directors since 2018

✓Independent directors have a median tenure of five years

✓The Board, Audit Committee, Compensation Committee and Nominating and Governance Committee all complete annual self-assessments

✓The Company has no stockholder rights plan (“poison pill”)

✓The Board annually reviews all corporate governance policies and recently amended several policies

✓Director onboarding and continuing director education

✓Active oversight of cybersecurity, data privacy, artificial intelligence ("AI") and related risk management activities, human capital management, sustainability initiatives and public reporting

✓Management and director succession planning

✓Directors are prohibited from hedging, pledging, engaging in short sales, or using derivative transactions involving the Company’s securities

✓Directors do not serve on an excessive number of public company boards


CORPORATE SUSTAINABILITY

As part of the Company’s commitment to continuously improving our understanding of and performance across material sustainability topics, the Company has worked with a third-party consultant since 2022 to help identify opportunities for continuous improvement across our programs, policies, and disclosures to meet the expectations of our stakeholders. The Company continues to execute an ongoing sustainability strategy to enhance business value, oversight structures, risk management, policies, data collection, reporting, and stakeholder engagement, including through the publication of an annual Sustainability Report. For more information, please go to the Sustainability section of our website at www.agreerealty.com.


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.

We continue to engage with our retail partners on shared sustainability initiatives at our properties, execute green leases with various tenants, and systematically monitor sustainability policies for current and prospective tenants. We will also continue working with our tenants and consultants to update our greenhouse gas emissions inventory.

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Managing climate risk is an essential component of our environmental strategy, and our geographic diversity plays a key role in mitigating exposure. Our portfolio consists of more than 2,600 properties located in all 50 states, with no single state representing more than 7% of total annualized base rents. This broad diversification helps reduce the potential impact of localized climate-related risks across our portfolio.


SOCIAL RESPONSIBILITY

At Agree, our team members are the foundation of our success, and we endeavor to make sure they have a welcoming and inclusive work environment to support their needs. Agree Realty values and supports an inclusive and diverse community for colleagues, stakeholders, vendors, and the broader communities which we conduct business in. We make it our mission on a daily basis to ensure that we operate in an environment free of discrimination, which includes freedom from harassment.

Company culture is a key factor in our performance. We have a Culture Committee comprising team members from different departments. The Committee’s mission is to create community through camaraderie. The Committee plans multiple events throughout the year including social events, volunteer activities, and opportunities to celebrate the Team’s success. The Company also regularly sponsors local charities, showing our commitment to the communities in which we operate.

In 2025, the Culture Committee remained highly active, leading initiatives that mobilized over 50 team members to contribute more than 220 hours of service to local communities, underscoring our deep commitment to giving back where we live and work.

The Company offers numerous benefits, including competitive compensation plans, health and disability insurance, and physical and financial wellness support. Our benefits include the following:

•Compensation: includes base salaries, annual cash bonuses, long-term equity compensation for all employees and ongoing access to financial planning resources

•Insurance: 100% employer paid premiums for certain medical benefit plans for full-time team members, their spouse, and dependents and 100% employer paid premiums for Short-Term and Long- Term disability to help cover a team member’s financial losses

•Retirement: simple IRA with a Company match of up to 3% of annual earnings

•Training and Education: provides development opportunities through ADC University, the ADC Rotational Program, the Team Leader Training Program and lunch & learns on a variety of topics

•Agree Wellness Program: focuses on physical and financial wellness to enhance team members’ well-being


CORPORATE GOVERNANCE

We are committed to managing the Company for the benefit of our stockholders and are focused on maintaining good corporate governance. Our Board is ultimately responsible for corporate sustainability oversight. The Nominating and Governance Committee of the Board (the “NGC”) oversees our management-level ESG Steering Committee, which sets our sustainability strategy and ensures our strategy is implemented throughout our operations.

Our Chief Financial Officer chairs the ESG Steering Committee, ensuring alignment between our sustainability strategy and overall corporate governance. The NGC has formal oversight responsibility for the Company’s sustainability programs, and the Chief Financial Officer or other ESG Steering Committee members will provide regular updates on sustainability matters to the NGC, ensuring they are apprised of all significant sustainability matters. In addition, the Audit Committee is responsible for overseeing the Company's reporting obligations related to greenhouse gas emissions as well as any verification or assurance services related to such reporting obligations.

Our Board has nine continuing directors, seven of whom are independent. Six new independent directors have been added since 2018. Independent directors meet quarterly, without the presence of officers or team members. A Lead Independent Director was appointed in 2019 to further promote independence.

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The Board has adopted an Insider Trading Policy that applies to all directors, officers and team members. The Company does not have a poison pill and maintains sector-leading stock ownership guidelines for directors and certain executive officers requiring specified levels of stock ownership. Time-vested stock grants to officers and team members provide long-term alignment, while performance-based stock grants to named executive officers utilize total shareholder return, with the amount of the grants intended to increase as total returns to stockholders increase, further enhancing alignment. Our Board has established a succession plan for the Chief Executive Officer to cover emergencies and other occurrences.

The Company has also adopted an acceptable use policy governing the use of AI tools to promote responsible use and protect the confidentiality of Company information. The policy prohibits use of non‑approved AI tools for Company purposes, instructs team members not to input confidential information into public “web” AI tools, and requires AI‑generated outputs to be reviewed for accuracy.

We are committed to maintaining the highest standards for ethics and integrity. Directors, officers, and team members are responsible for promoting honest and ethical conduct. The Board has adopted a Code of Business Conduct and Ethics (the "Code of Conduct") and Corporate Governance Guidelines that apply to all directors, officers and team members of the Company. Officers and team members are required to certify their compliance on an annual basis.


PROPOSAL SUMMARY AND RECOMMENDATIONS

Proposal
No.

Description

Board’s
Recommendation

Page

The election of two directors nominated by our Board of Directors to hold office until the 2029 annual meeting

For

Ratification of the appointment of Grant Thornton as our independent registered public accounting firm for 2026

For

A non-binding vote to approve executive compensation of our named executive officers

For

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock (our only outstanding class of voting securities) as of the Record Date, with respect to each director, nominee for director and named executive officer, and all our directors and executive officers as a group. As of the Record Date, there were 120,103,687 shares of our common stock outstanding. Unless otherwise indicated, each person has sole voting and investment power with respect to the shares listed below and none of the named executive officers or directors has pledged his or her shares of common stock as collateral. Unless otherwise indicated, the business address for each of the identified stockholders is 32301 Woodward Avenue, Royal Oak, Michigan 48073.


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)		Percent of Class(2)
Richard Agree	663,567	(3)	*
Joel Agree	665,772	(4)	*
Peter Coughenour	26,656		*
Craig Erlich	59,988	(5)	*
Danielle Spehar	25,785		*
Nicole Witteveen	23,567		*
Karen Dearing	13,457		*
Merrie Frankel	10,667		*
Linglong He	5,889		*
Michael Hollman	7,886		*
Michael Judlowe	11,930	(6)	*
Gregory Lehmkuhl	27,684		*
John Rakolta, Jr.	562,606		*
Jerome Rossi	10,192		*
All directors and executive officers as a group (14 persons)	2,115,646	(7)	1.8	%

_____________________________________________

*Less than 1%

(1)The amount of common stock beneficially owned is reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities, and does not include 347,619 shares of common stock issuable upon conversion of the common limited partnership units in Agree Limited Partnership (the "Common OP Units"). Amounts include the following number of unvested shares of restricted stock as of the Record Date: Mr. Richard Agree: 17,371 shares, Mr. Joel Agree: 72,429 shares, Mr. Coughenour: 15,525 shares, Mr. Erlich: 14,914 shares, Ms. Spehar: 10,251 shares, Ms. Witteveen: 15,085 shares; and all executive officers as a group, 145,575 shares.

(2)Percentages for each person are based on 120,103,687 shares of common stock outstanding as of the Record Date, plus the number of unvested shares of restricted stock held by such person. The amount of common stock outstanding used in calculating such percentages assumes that none of the Common OP Units are converted to common stock.

(3)Consists of (i) 422,200 shares owned directly, (ii) 85,512 shares owned by his spouse and (iii) 155,855 shares owned by irrevocable trusts for his children and does not include 347,619 shares of common stock issuable upon conversion of his Common OP Units.

(4)Consists of (i) 661,810 shares owned directly and (ii) 3,962 shares owned by his children.

(5)Consists of (i) 59,888 shares owned directly and (ii) 100 shares owned by his spouse.

(6)Consists of (i) 11,830 shares owned directly and (ii) 100 shares owned by his spouse.

(7)Does not include 347,619 shares of common stock issuable upon conversion of Common OP Units.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information regarding the beneficial ownership of our common stock (our only outstanding class of voting securities) as of the Record Date, to our knowledge, for each beneficial owner of more than 5.0% of the outstanding shares of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC, is based on publicly available filings and reflects ownership as reported by individual reporting entities, and as a result, ownership held through affiliated subsidiaries may not be aggregated or reflected at the parent‑company level. As of the Record Date, there were 120,103,687 shares of our common stock outstanding.


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)		Percent of Class(2)
Cohen & Steers, Inc.	12,512,001	(3)	10.4	%
BlackRock, Inc.	11,689,477	(4)	9.7	%

_____________________________________________

(2)Percentages for each entity are based on 120,103,687 shares of common stock outstanding as of the Record Date. The amount of common stock outstanding used in calculating such percentages assumes that none of the Common OP Units are converted to common stock.

(3)Pursuant to Schedule 13G/A filed with the SEC on June 6, 2025 by Cohen & Steers, Inc., Cohen & Steers Capital Management, Inc., Cohen & Steers UK Ltd., Cohen & Steers Asia Limited, and Cohen & Steers Ireland Limited. Represents 12,512,001 shares of common stock beneficially owned by the Cohen & Steers entities. The business address of Cohen & Steers, Inc. and Cohen & Steers Capital Management, Inc. is 1166 Avenue of the Americas, 30th Floor, New York, NY 10036. The business address of Cohen & Steers UK Ltd. is The Burlian, 2nd Floor, 3 Dering Street, London W1S 1AA, United Kingdom. The business address of Cohen & Steers Asia Ltd. is 1201-02 Champion Tower, Three Garden Road, Central, Hong Kong. The business address of Cohen & Steers Ireland Ltd. is 77 Sir John Rogerson’s Quay, Block C, Grand Canal Docklands, Dublin 2, D02 VK60. Cohen & Steers, Inc. is deemed to have sole voting power with respect to 9,286,012 shares and sole dispositive power with respect to 12,512,001 shares. Cohen & Steers Capital Management, Inc. is deemed to have sole voting power with respect to 9,153,565 shares and sole dispositive power with respect to 12,317,274 shares. Cohen & Steers UK Ltd. is deemed to have sole voting power with respect to 119,528 shares and sole dispositive power with respect to 181,808 shares. Cohen & Steers Ireland Limited is deemed to have sole voting and dispositive powers with respect to 12,919 shares.

(4)Pursuant to Schedule 13G/A (Amendment No. 4) filed with the SEC on April 28, 2025 by BlackRock, Inc. Represents holdings of various subsidiaries of the holding company and includes ownership of more than 5% of our common stock by BlackRock Fund Advisors. The business address of such person is 50 Hudson Yards, New York, NY 10001. BlackRock, Inc. is deemed to have sole voting power with respect to 11,356,440 shares and sole dispositive power with respect to 11,689,477 shares.

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BOARD MATTERS


THE BOARD OF DIRECTORS

The Board has general oversight responsibility for our affairs, and the directors, in exercising their duties, represent and act on behalf of the stockholders. Although the Board does not have responsibility for our day-to-day management, it stays regularly informed about our business and provides guidance to management through periodic meetings and other informal communications. The Board is significantly involved in, among other things, the strategic and financial planning process, leadership development and succession planning, as well as other functions carried out through the Board committees as described below.

Board Leadership Structure. The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that there is no single, generally accepted approach to providing board leadership and the right board leadership structure may vary as circumstances warrant.

Richard Agree served as our Chairman of the Board and Chief Executive Officer from December 1993 to January 2013 and has served as our Executive Chairman of the Board since January 2013. Joel Agree served as our President and Chief Operating Officer from June 2009 until his promotion to Chief Executive Officer in January 2013 and has served as a director since June 2009. Subject to the direction of the Board, including the Executive Chairman, Joel Agree has general responsibility and ultimate authority for the implementation of our policies. Based on a review of the Board leadership structure in 2019, the Board created the Lead Independent Director position to further promote independence and to demonstrate our commitment to strong corporate governance. Mr. Lehmkuhl has served as the Lead Independent Director since December 2020.

The Board, which consists of a majority of independent directors, exercises a strong, independent oversight function. This oversight function is enhanced by the fact that the Audit Committee, the Compensation Committee and the Nominating and Governance Committee are comprised entirely of independent directors and by oversight by the Lead Independent Director. Under our Bylaws and Corporate Governance Guidelines, the Board has the ability to change its structure, should that be deemed appropriate and in the best interest of our Company and our stockholders. The Board believes that these factors provide the appropriate balance between the authority of those who oversee our Company and those who manage it on a day-to-day basis.

Risk Management. The Board takes an active and informed role in our risk management policies and strategies. Our executive officers, who are responsible for our day-to-day risk management practices, present to the Board on the material risks to our Company, including capital markets risk, interest rate risk, operational risk, and risk related to information technology and cybersecurity. At that time, the management team also reviews with the Board our risk mitigation policies and strategies specific to each risk that is identified. Our Compensation Committee reviews and determines whether any of our compensation policies or practices subject the Company to inappropriate risk. Our Audit Committee assists the Board in fulfilling its responsibilities related to the oversight of major financial risk exposures; guidelines and policies governing the process by which management assesses and manages such risk exposures; accounting and reporting processes; our system of internal accounting and financial controls; our technology security policies and internal cybersecurity and privacy controls; and our evaluation and responsiveness to corporate sustainability risks and reporting obligations. Our Audit Committee reviews and determines cybersecurity, privacy, information security and financial risk exposures and the steps our management has taken to monitor and control these exposures. Throughout the year, management monitors our risk profile and updates the Board as new material risks are identified or the aspects of a risk previously presented to the Board materially change.

Meetings. The Board and its committees meet throughout the year at regularly scheduled meetings and also hold special meetings and act by written consent as appropriate. The Board met four times during 2025. During 2025, each director attended, virtually or in person, 75% or more in aggregate of (i) the number of meetings of the Board and (ii) the number of meetings held by all committees of the Board on which such director served. It has been and is the policy of the Board that directors attend annual meetings of stockholders except where the failure to attend is due to unavoidable circumstances or conflicts discussed in advance by the director with the Chairman of the Board. Each director serving on the Board at the time of the 2025 annual meeting attended our 2025 annual meeting of stockholders.

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Lead Independent Director. Our independent directors meet in executive sessions quarterly without management. As Lead Independent Director, Mr. Lehmkuhl presides at executive sessions of our independent directors and Board meetings at which the Executive Chairman is not present; serves as liaison between the Executive Chairman and management as needed; reviews and approves Board meeting agendas, topics and schedules; communicates as appropriate with the Executive Chairman and management regarding matters discussed by the independent directors; and performs other duties as the Board may from time to time delegate to assist the Board in fulfilling its responsibilities.

Director Independence. The NYSE listing standards set forth objective requirements for a director to satisfy, at a minimum, in order to be determined to be independent by the Board. In addition, in order to conclude a director is independent in accordance with the NYSE listing standards, the Board must also consider all relevant facts and circumstances, including commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. Pursuant to our Corporate Governance Guidelines and the NYSE listing standards, which require that a majority of our directors be independent within the meaning of the NYSE listing standards, the Board undertook a review of the independence of all non-management directors. Based upon information requested from and provided by each director and director nominee concerning his or her background, employment and affiliations, including family relationships, the Board has affirmatively determined that the following seven of our nine continuing directors are independent under NYSE listing standards and our Corporate Governance Guidelines and do not have a relationship with us that would interfere with such person’s ability to exercise independent judgment as a member of the Board: Ms. Dearing, Ms. He, Mr. Hollman, Mr. Judlowe, Mr. Lehmkuhl, Mr. Rakolta, and Mr. Rossi. The Board’s director independence standards outlined in our Corporate Governance Guidelines can be found on the Sustainability tab of our website at www.agreerealty.com in the Policies and Charters section.

Stock Ownership Requirements. To further align the interests of certain of our executive officers and directors with the interest of our stockholders, and to promote our commitment to sound corporate governance, the Board has adopted stock ownership guidelines. The stock ownership guidelines apply to the Executive Chairman, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Growth Officer, General Counsel and non-employee directors. A summary of those guidelines is set forth in “Compensation Discussion and Analysis — Stock Ownership Guidelines.”

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COMMITTEES OF THE BOARD

The Board has delegated various responsibilities and authority to four standing committees of the Board. Each committee regularly reports on its activities to the full Board. Each committee, other than the Executive Committee, operates under a written charter approved by the Board, which is reviewed annually by the respective committees of the Board and is available on the Sustainability tab of our website at www.agreerealty.com in the Policies and Charters section. Each committee may form, and delegate power and authority to, subcommittees of one or more of its members for any purpose that such committee deems appropriate. The Audit Committee, the Compensation Committee and the Nominating and Governance Committee are composed entirely of independent directors. In addition, the Board has determined that each member of the Audit Committee and the Compensation Committee qualifies as independent in accordance with the additional independence rules established by the SEC and NYSE. The table below sets forth the current membership of the four standing committees of the Board and the number of meetings held in 2025 by such committees:

Name

Audit

Compensation

Nominating and
Governance

Executive

Richard Agree

Chair

Joel Agree

SEC Form DEF 14A filed by Agree Realty Corporation