8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 24, 2023

AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation)

1-12928 (Commission file number)	38-3148187 (I.R.S. Employer Identification No.)
32301 Woodward Avenue Royal Oak, Michigan (Address of principal executive offices)	48073 (Zip code)

(Registrant’s telephone number, including area code) (248) 737-4190

Not applicable

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

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	ADC	New York Stock Exchange
Depositary Shares, each representing one-thousandth of a share of 4.25% Series A Cumulative Redeemable Preferred Stock, $0.0001 par value	ADCPrA	New York Stock Exchange

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

Emerging growth company ¨

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

Item 2.02. Results of Operations and Financial Condition.

On October 24, 2023, Agree Realty Corporation (the “Company”) issued a press release describing its results of operations for the third quarter ended September 30, 2023, and posted an updated investor presentation to its website. The press release is furnished as Exhibit 99.1 to this report. The investor presentation is furnished as Exhibit 99.2 to this report.

The information in this Form 8-K is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press release, dated October 24, 2023, reporting the Company’s results of operations for the third quarter ended September 30, 2023.
99.2	October 2023 Investor Presentation.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

AGREE REALTY CORPORATION
By:	/s/ Peter Coughenour
	Name:	Peter Coughenour
	Title:	Chief Financial Officer and Secretary

Date: October 24, 2023

EX-99.1

Exhibit 99.1

32301 Woodward Ave. Royal Oak, MI 48073 www.agreerealty.com       FOR IMMEDIATE RELEASE

Agree Realty Corporation Reports Third Quarter 2023 Results

Achieves Record Investment Grade Exposure Approaching 69% of Annualized Base Rents

Royal Oak, MI, October 24, 2023 -- Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter ended September 30, 2023. All per share amounts included herein are on a diluted per common share basis unless otherwise stated.

Third Quarter 2023 Financial and Operating Highlights:

§ Invested approximately $411 million in 98 retail net lease properties

§ Completed eight development or Developer Funding Platform (“DFP”) projects representing total committed capital of over $41 million

§ Net Income per share attributable to common stockholders decreased 12.4% to $0.41

§ Core Funds from Operations (“Core FFO”) per share increased 2.1% to $0.99

§ Adjusted Funds from Operations (“AFFO”) per share increased 4.2% to $1.00

§ Declared an October monthly dividend of $0.247 per common share, a 2.9% year-over-year increase

§ Closed on an unsecured $350 million 5.5-year term loan at a 4.52% fixed rate inclusive of prior hedging activity

§ Sold 1,327,130 shares of common stock via the forward component of the Company's at-the-market equity ("ATM") program for net proceeds of approximately $87 million

§ Settled 4,251,771 shares of outstanding forward equity for net proceeds of approximately $290 million

§ Balance sheet well positioned at 4.5 times net debt to recurring EBITDA

Financial Results

Net Income Attributable to Common Stockholders

Net Income for the three months ended September 30, 2023 increased 5.6% to $39.7 million, compared to $37.6 million for the comparable period in 2022. Net Income per share for the three months ended September 30^th decreased 12.4% to $0.41, compared to $0.46 per share for the comparable period in 2022.

Net Income for the nine months ended September 30, 2023 increased 11.8% to $118.4 million, compared to $105.9 million for the comparable period in 2022. Net Income per share for the nine months ended September 30^th decreased 9.4% to $1.26, compared to $1.39 per share for the comparable period in 2022.

Core FFO

Core FFO for the three months ended September 30, 2023 increased 23.3% to $96.4 million, compared to Core FFO of $78.2 million for the comparable period in 2022. Core FFO per share for the three months ended September 30^th increased 2.1% to $0.99, compared to Core FFO per share of $0.97 for the comparable period in 2022.

Core FFO for the nine months ended September 30, 2023 increased 24.4% to $276.8 million, compared to Core FFO of $222.4 million for the comparable period in 2022. Core FFO per share for the nine months ended September 30^th increased 0.8% to $2.94, compared to Core FFO per share of $2.92 for the comparable period in 2022.

1

AFFO

AFFO for the three months ended September 30, 2023 increased 25.8% to $97.6 million, compared to AFFO of $77.6 million for the comparable period in 2022. AFFO per share for the three months ended September 30^th increased 4.2% to $1.00, compared to AFFO per share of $0.96 for the comparable period in 2022.

AFFO for the nine months ended September 30, 2023 increased 26.3% to $278.4 million, compared to AFFO of $220.5 million for the comparable period in 2022. AFFO per share for the nine months ended September 30^th increased 2.3% to $2.96, compared to AFFO per share of $2.89 for the comparable period in 2022.

Dividend

In the third quarter, the Company declared monthly cash dividends of $0.243 per common share for each of July, August and September 2023. The monthly dividends during the third quarter reflected an annualized dividend amount of $2.916 per common share, representing a 3.8% increase over the annualized dividend amount of $2.808 per common share from the third quarter of 2022. The dividends represent payout ratios of approximately 74% of Core FFO per share and 73% of AFFO per share, respectively.

For the nine months ended September 30, 2023, the Company declared monthly cash dividends totaling $2.178 per common share, a 4.5% increase over the dividends of $2.085 per common share declared for the comparable period in 2022. The dividends represent payout ratios of approximately 74% of both Core FFO per share and AFFO per share.

Subsequent to quarter end, the Company declared a monthly cash dividend of $0.247 per common share for October 2023. The monthly dividend reflects an annualized dividend amount of $2.964 per common share, representing a 2.9% increase over the annualized dividend amount of $2.880 per common share from the fourth quarter of 2022. The dividend is payable November 14, 2023 to stockholders of record at the close of business on October 31, 2023.

Additionally, subsequent to quarter end, the Company declared a monthly cash dividend on its 4.25% Series A Cumulative Redeemable Preferred Stock of $0.08854 per depositary share, which is equivalent to $1.0625 per annum. The dividend is payable on November 1, 2023 to stockholders of record at the close of business on October 20, 2023.

CEO Comments

"We are very pleased with our year-to-date performance as we continue to bolster the strength of our portfolio via investment activity, with a record of nearly 69% of annualized base rents coming from investment grade retailers," said Joey Agree, President and Chief Executive Officer. "Looking forward, we are well positioned to execute on unique opportunities across all three external growth platforms, while being disciplined allocators of capital during these turbulent times.”

Portfolio Update

As of September 30, 2023, the Company’s portfolio consisted of 2,084 properties located in 49 states and contained approximately 43.2 million square feet of gross leasable area.

At quarter end, the portfolio was 99.7% leased, had a weighted-average remaining lease term of approximately 8.6 years, and generated 68.9% of annualized base rents from investment grade retail tenants.

2

Ground Lease Portfolio

During the third quarter, the Company acquired seven ground leases for an aggregate purchase price of approximately $34.7 million, representing 8.2% of annualized base rents acquired.

As of September 30, 2023, the Company’s ground lease portfolio consisted of 217 leases located in 34 states and totaled approximately 5.9 million square feet of gross leasable area. Properties ground leased to tenants represented 11.6% of annualized base rents.

At quarter end, the ground lease portfolio was fully occupied, had a weighted-average remaining lease term of approximately 10.8 years, and generated 87.6% of annualized base rents from investment grade retail tenants.

Acquisitions

Total acquisition volume for the third quarter was approximately $398.3 million and included 74 properties net leased to leading retailers operating in sectors including farm and rural supply, auto parts, tire and auto service, convenience stores, off-price retail, dollar stores, home improvement, and warehouse clubs. The properties are located in 28 states and leased to tenants operating in 23 sectors.

The properties were acquired at a weighted-average capitalization rate of 6.9% and had a weighted-average remaining lease term of approximately 11.5 years. Approximately 72.5% of annualized base rents acquired were generated from investment grade retail tenants.

For the nine months ended September 30, 2023, total acquisition volume was approximately $1.01 billion. The 232 acquired properties are located in 37 states and leased to tenants who operate in 25 retail sectors. The properties were acquired at a weighted-average capitalization rate of 6.8% and had a weighted-average remaining lease term of approximately 11.5 years. Approximately 73.3% of annualized base rents were generated from investment grade retail tenants.

The Company now anticipates acquisition volume for the full-year 2023 to be approximately $1.3 billion of high-quality retail net lease properties.

Dispositions

During the three months ended September 30, 2023, the Company sold one property for gross proceeds of approximately $0.2 million. During the nine months ended September 30, 2023, the Company sold two properties for total gross proceeds of $3.3 million.

3

Development and DFP

During the third quarter, the Company commenced two development and DFP projects, with total anticipated costs of approximately $11.0 million. Construction continued during the quarter on 14 projects with anticipated costs totaling approximately $56.3 million. The Company completed eight projects during the quarter with total costs of approximately $41.4 million.

For the nine months ended September 30, 2023, the Company had 33 development or DFP projects completed or under construction with anticipated total costs of approximately $137.1 million. At quarter end, the Company had 16 development or DFP projects under construction with anticipated total costs of approximately $67.3 million, including $32.8 million of costs incurred.

The following table presents the Company's 33 development or DFP projects as of September 30, 2023:

Tenant	Location	Lease Structure	Lease Term	Actual or Anticipated Rent Commencement	Status
Gerber Collision	Murrieta, CA	Build-to-Suit	15 years	Q1 2023	Complete
Gerber Collision	Ocala, FL	Build-to-Suit	15 years	Q1 2023	Complete
Gerber Collision	Venice, FL	Build-to-Suit	15 years	Q1 2023	Complete
Gerber Collision	Johnson City, NY	Build-to-Suit	15 years	Q2 2023	Complete
Gerber Collision	Lake Charles, LA	Build-to-Suit	15 years	Q2 2023	Complete
Gerber Collision	Winterville, NC	Build-to-Suit	15 years	Q2 2023	Complete
HomeGoods	South Elgin, IL	Build-to-Suit	10 years	Q2 2023	Complete
Old Navy	Searcy, AR	Build-to-Suit	7 years	Q2 2023	Complete
Sunbelt Rentals	St. Louis, MO	Build-to-Suit	7 years	Q2 2023	Complete
Five Below	Onalaska, WI	Build-to-Suit	10 years	Q3 2023	Complete
HomeGoods	Onalaska, WI	Build-to-Suit	10 years	Q3 2023	Complete
Sierra Trading Post	Onalaska, WI	Build-to-Suit	10 years	Q3 2023	Complete
TJ Maxx	Onalaska, WI	Build-to-Suit	10 years	Q3 2023	Complete
Ulta Beauty	Onalaska, WI	Build-to-Suit	11 years	Q3 2023	Complete
Gerber Collision	Fort Wayne, IN	Build-to-Suit	15 years	Q3 2023	Complete
Gerber Collision	Huntley, IL	Build-to-Suit	15 years	Q3 2023	Complete
Gerber Collision	Joplin, MO	Build-to-Suit	15 years	Q3 2023	Complete
Gerber Collision	Lake Park, FL	Build-to-Suit	15 years	Q3 2023	Complete
Gerber Collision	Toledo, OH	Build-to-Suit	15 years	Q3 2023	Complete
Gerber Collision	Woodstock, IL	Build-to-Suit	15 years	Q3 2023	Complete
Sunbelt Rentals	Wentzville, MO	Build-to-Suit	12 years	Q3 2023	Complete
Burlington	Brenham, TX	Build-to-Suit	10 years	Q4 2023	Under Construction
Ulta Beauty	Brenham, TX	Build-to-Suit	10 years	Q4 2023	Under Construction
Gerber Collision	McDonough, GA	Build-to-Suit	15 years	Q4 2023	Under Construction
Gerber Collision	Muskegon, MI	Build-to-Suit	15 years	Q4 2023	Under Construction
Gerber Collision	Springfield, MO	Build-to-Suit	15 years	Q4 2023	Under Construction
Gerber Collision	Blue Springs, MO	Build-to-Suit	15 years	Q1 2024	Under Construction
Gerber Collision	Lawrence, PA	Build-to-Suit	15 years	Q1 2024	Under Construction
Gerber Collision	Warner Robins, GA	Build-to-Suit	15 years	Q1 2024	Under Construction
Sunbelt Rentals	Ashwaubenon, WI	Build-to-Suit	10 years	Q1 2024	Under Construction
Sunbelt Rentals	Broken Arrow, OK	Build-to-Suit	12 years	Q1 2024	Under Construction
Gerber Collision	Eugene, OR	Build-to-Suit	15 years	Q2 2024	Under Construction
Gerber Collision	Odessa, FL	Build-to-Suit	15 years	Q2 2024	Under Construction
Gerber Collision	Peachtree, GA	Build-to-Suit	15 years	Q2 2024	Under Construction
Gerber Collision	Yorkville, IL	Build-to-Suit	15 years	Q2 2024	Under Construction
Sunbelt Rentals	Monroe, OH	Build-to-Suit	12 years	Q2 2024	Under Construction
Sunbelt Rentals	Traverse City, MI	Build-to-Suit	12 years	Q2 2024	Under Construction
Sunbelt Rentals	Washington, PA	Build-to-Suit	12 years	Q2 2024	Under Construction

4

Leasing Activity and Expirations

During the third quarter, the Company executed new leases, extensions or options on approximately 655,000 square feet of gross leasable area throughout the existing portfolio. Notable new leases, extensions or options included a 220,000-square foot Walmart in Wichita, Kansas, a 130,000-square foot Lowe’s in North Providence, Rhode Island, and a 40,000-square foot Marshalls & HomeGoods in Napa, California.

For the nine months ended September 30, 2023, the Company executed new leases, extensions or options on approximately 1,448,000 square feet of gross leasable area throughout the existing portfolio.

As of September 30, 2023, the Company’s 2023 lease maturities represented 0.3% of annualized base rents. The following table presents contractual lease expirations within the Company’s portfolio as of September 30, 2023, assuming no tenants exercise renewal options:

Year	Leases		Annualized Base Rent (1)		Percent of Annualized Base Rent			Gross Leasable Area		Percent of Gross Leasable Area
2023		8		1,759		0.3	%		154		0.4	%
2024		37		9,213		1.7	%		1,032		2.4	%
2025		72		17,221		3.2	%		1,679		3.9	%
2026		119		26,711		4.9	%		2,759		6.4	%
2027		152		33,736		6.2	%		3,095		7.2	%
2028		171		45,249		8.3	%		4,133		9.6	%
2029		172		51,398		9.5	%		5,038		11.7	%
2030		262		54,553		10.0	%		4,198		9.8	%
2031		174		40,996		7.5	%		3,005		7.0	%
2032		225		46,099		8.5	%		3,458		8.0	%
Thereafter		861		216,301		39.9	%		14,491		33.6	%
Total Portfolio		2,253	$	543,236		100.0	%		43,042		100.0	%

The contractual lease expirations presented above exclude the effect of replacement tenant leases that had been executed as of September 30, 2023 but that had not yet commenced. Annualized Base Rent and gross leasable area (square feet) are in thousands; any differences are the result of rounding.

(1) Annualized Base Rent represents the annualized amount of contractual minimum rent required by tenant lease agreements as of September 30, 2023, computed on a straight-line basis. Annualized Base Rent is not, and is not intended to be, a presentation in accordance with generally accepted accounting principles (“GAAP”). The Company believes annualized contractual minimum rent is useful to management, investors, and other interested parties in analyzing concentrations and leasing activity.

5

Top Tenants

As of September 30, 2023, TBC Corporation is no longer among the Company's top tenants. The Company added BJ’s Wholesale Club to its top tenants during the third quarter of 2023. The following table presents annualized base rents for all tenants that represent 1.5% or greater of the Company’s total annualized base rent as of September 30, 2023:

Tenant	Annualized Base Rent(1)		Percent of Annualized Base Rent
Walmart	$	33,864		6.2	%
Tractor Supply		26,634		4.9	%
Dollar General		25,942		4.8	%
Best Buy		19,515		3.6	%
CVS		17,172		3.2	%
TJX Companies		16,788		3.1	%
Dollar Tree		16,493		3.0	%
Kroger		16,315		3.0	%
O'Reilly Auto Parts		15,877		2.9	%
Hobby Lobby		14,638		2.7	%
Lowe's		13,201		2.4	%
Burlington		13,079		2.4	%
7-Eleven		12,423		2.3	%
Sunbelt Rentals		12,147		2.2	%
Gerber Collision		11,218		2.1	%
Sherwin-Williams		11,214		2.1	%
Wawa		10,188		1.9	%
Home Depot		8,880		1.6	%
BJ's Wholesale Club		8,701		1.6	%
Other(2)		238,947		44.0	%
Total Portfolio	$	543,236		100.0	%

Annualized Base Rent is in thousands; any differences are the result of rounding.

Bolded and italicized tenants represent additions for the three months ended September 30, 2023.

(1) Refer to footnote 1 on page 5 for the Company’s definition of Annualized Base Rent.

(2) Includes tenants generating less than 1.5% of Annualized Base Rent.

6

Retail Sectors

The following table presents annualized base rents for all the Company’s retail sectors as of September 30, 2023:

Sector	Annualized Base Rent(1)		Percent of Annualized Base Rent
Grocery Stores	$	52,787		9.7	%
Home Improvement		46,471		8.6	%
Tire and Auto Service		46,242		8.5	%
Convenience Stores		45,659		8.4	%
Dollar Stores		41,221		7.6	%
Off-Price Retail		33,193		6.1	%
General Merchandise		32,331		6.0	%
Auto Parts		31,406		5.8	%
Farm and Rural Supply		28,362		5.2	%
Pharmacy		23,723		4.4	%
Consumer Electronics		21,724		4.0	%
Crafts and Novelties		16,916		3.1	%
Warehouse Clubs		13,687		2.5	%
Discount Stores		13,370		2.5	%
Equipment Rental		12,473		2.3	%
Health Services		10,337		1.9	%
Dealerships		9,331		1.7	%
Restaurants - Quick Service		9,261		1.7	%
Health and Fitness		8,456		1.6	%
Specialty Retail		6,790		1.3	%
Sporting Goods		6,325		1.2	%
Restaurants - Casual Dining		5,586		1.0	%
Financial Services		4,925		0.9	%
Home Furnishings		3,971		0.7	%
Theaters		3,848		0.7	%
Pet Supplies		3,430		0.6	%
Beauty and Cosmetics		2,874		0.5	%
Shoes		2,715		0.5	%
Entertainment Retail		2,323		0.4	%
Apparel		1,529		0.3	%
Miscellaneous		1,186		0.2	%
Office Supplies		784		0.1	%
Total Portfolio	$	543,236		100.0	%

Annualized Base Rent is in thousands; any differences are the result of rounding.

(1) Refer to footnote 1 on page 5 for the Company’s definition of Annualized Base Rent.

7

Geographic Diversification

The following table presents annualized base rents for all states that represent 1.5% or greater of the Company’s total annualized base rent as of September 30, 2023:

State	Annualized Base Rent(1)		Percent of Annualized Base Rent
Texas	$	37,764		7.0	%
Florida		33,026		6.1	%
Illinois		29,695		5.5	%
North Carolina		29,355		5.4	%
Ohio		28,663		5.3	%
Michigan		28,270		5.2	%
Pennsylvania		25,585		4.7	%
New Jersey		23,117		4.3	%
California		22,190		4.1	%
New York		21,085		3.9	%
Georgia		19,322		3.6	%
Wisconsin		15,867		2.9	%
Virginia		15,276		2.8	%
Missouri		14,657		2.7	%
Louisiana		13,702		2.5	%
Kansas		13,023		2.4	%
Connecticut		12,760		2.3	%
Mississippi		12,379		2.3	%
South Carolina		12,317		2.3	%
Minnesota		11,425		2.1	%
Massachusetts		11,274		2.1	%
Tennessee		9,561		1.8	%
Oklahoma		9,211		1.7	%
Alabama		9,171		1.7	%
Indiana		8,302		1.5	%
Other(2)		76,239		13.8	%
Total Portfolio	$	543,236		100.0	%

Annualized Base Rent is in thousands; any differences are the result of rounding.

(1) Refer to footnote 1 on page 5 for the Company’s definition of Annualized Base Rent.

(2) Includes states generating less than 1.5% of Annualized Base Rent.

8

Capital Markets, Liquidity and Balance Sheet

Capital Markets

In July, the Company entered into an agreement for an unsecured $350 million 5.5-year term loan. The Company had previously entered into $350 million of forward starting swaps to fix SOFR until maturity in January 2029. Including the impact of the swaps, the interest rate on the term loan is fixed at 4.52% based on the Company's current credit rating. The term loan includes an accordion option that allows the Company to request additional lender commitments of up to $150 million, or an aggregate of $500 million.

During the third quarter, the Company entered into forward sale agreements in connection with its ATM program to sell an aggregate of 1,327,130 shares of common stock for net proceeds of $87.3 million. Additionally, the Company settled 4,251,771 shares under existing forward sale agreements, including agreements entered into during the quarter, for net proceeds of $289.9 million.

Liquidity

As of September 30, 2023, the Company had total liquidity of $957.4 million, which includes $951.0 million of availability under its revolving credit facility and $6.4 million of cash on hand. The Company’s $1.0 billion revolving credit facility includes an accordion option that allows the Company to request additional lender commitments of up to $750 million, or an aggregate of $1.75 billion.

Balance Sheet

As of September 30, 2023, the Company’s net debt to recurring EBITDA was 4.5 times. The Company’s fixed charge coverage ratio was 5.1 times as of the end of the third quarter.

The Company’s total debt to enterprise value was 28.2% as of September 30, 2023. Enterprise value is calculated as the sum of net debt, the liquidation value of the Company’s preferred stock, and the market value of the Company’s outstanding shares of common stock, assuming conversion of Agree Limited Partnership (the “Operating Partnership” or “OP”) common units into common stock of the Company.

For the three and nine months ended September 30, 2023, the Company's fully diluted weighted-average shares outstanding were 97.3 million and 93.7 million, respectively. The basic weighted-average shares outstanding for the three and nine months ended September 30, 2023 were 97.3 million and 93.5 million, respectively.

For the three and nine months ended September 30, 2023, the Company's fully diluted weighted-average shares and units outstanding were 97.7 million and 94.1 million, respectively. The basic weighted-average shares and units outstanding for the three and nine months ended September 30, 2023 were 97.6 million and 93.8 million, respectively.

The Company’s assets are held by, and its operations are conducted through, the Operating Partnership, of which the Company is the sole general partner. As of September 30, 2023, there were 347,619 Operating Partnership common units outstanding, and the Company held a 99.7% common interest in the Operating Partnership.

9

Conference Call/Webcast

The Company will host its quarterly analyst and investor conference call on Wednesday, October 25, 2023 at 9:00 AM ET. To participate in the conference call, please dial (866) 363-3979 approximately ten minutes before the call begins.

Additionally, a webcast of the conference call will be available through the Company’s website. To access the webcast, visit www.agreerealty.com ten minutes prior to the start time of the conference call and go to the Investors section of the website. A replay of the conference call webcast will be archived and available online through the Investors section of www.agreerealty.com.

About Agree Realty Corporation

Agree Realty Corporation is a publicly traded real estate investment trust that is RETHINKING RETAIL through the acquisition and development of properties net leased to industry-leading, omni-channel retail tenants. As of September 30, 2023, the Company owned and operated a portfolio of 2,084 properties, located in 49 states and containing approximately 43.2 million square feet of gross leasable area. The Company’s common stock is listed on the New York Stock Exchange under the symbol “ADC”. For additional information on the Company and RETHINKING RETAIL, please visit www.agreerealty.com.

Forward-Looking Statements

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

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

10

The Company defines the “weighted-average capitalization rate” for acquisitions and dispositions 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.

References to “Core FFO” and “AFFO” in this press release are representative of Core FFO attributable to OP common unitholders and AFFO attributable to OP common unitholders. Detailed calculations for these measures are shown in the Reconciliation of Net Income to FFO, Core FFO and Adjusted FFO table as “Core Funds From Operations – OP Common Unitholders” and “Adjusted Funds from Operations – OP Common Unitholders”.

###

Contact:

Peter Coughenour

Chief Financial Officer

Agree Realty Corporation

(248) 737-4190

11

Agree Realty Corporation

Consolidated Balance Sheet

($ in thousands, except share and per-share data)

(Unaudited)

	September 30, 2023			December 31, 2022
Assets:
Real Estate Investments:
Land	$	2,231,535		$	1,941,599
Buildings		4,750,160			4,054,679
Accumulated depreciation		(403,501	)		(321,142	)
Property under development		36,114			65,932
Net real estate investments		6,614,308			5,741,068
Real estate held for sale, net		3,202			-
Cash and cash equivalents		6,384			27,763
Cash held in escrows		3			1,146
Accounts receivable - tenants, net		77,749			65,841
Lease Intangibles, net of accumulated amortization of $335,073 and $263,011 at September 30, 2023 and December 31, 2022, respectively		849,191			799,448
Other assets, net		96,269			77,923
Total Assets	$	7,647,106		$	6,713,189
Liabilities:
Mortgage notes payable, net		42,952			47,971
Unsecured term loans, net		346,639			-
Senior unsecured notes, net		1,793,777			1,792,047
Unsecured revolving credit facility		49,000			100,000
Dividends and distributions payable		25,131			22,345
Accounts payable, accrued expenses and other liabilities		106,755			83,722
Lease intangibles, net of accumulated amortization of $40,667 and $35,992 at September 30, 2023 and December 31, 2022, respectively		37,458			36,714
Total Liabilities	$	2,401,712		$	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 September 30, 2023 and December 31, 2022		175,000			175,000
Common stock, $.0001 par value, 180,000,000 shares authorized, 100,519,717 and 90,173,424 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		10			9
Additional paid-in-capital		5,352,063			4,658,570
Dividends in excess of net income		(316,083	)		(228,132	)
Accumulated other comprehensive income (loss)		33,291			23,551
Total Equity - Agree Realty Corporation	$	5,244,281		$	4,628,998
Non-controlling interest		1,113			1,392
Total Equity	$	5,245,394		$	4,630,390
Total Liabilities and Equity	$	7,647,106		$	6,713,189

12

Agree Realty Corporation

Consolidated Statements of Operations and Comprehensive Income

($ in thousands, except share and per share-data)

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022
Revenues
Rental Income	$	136,774		$	110,031		$	393,259		$	313,136
Other		38			34			71			147
Total Revenues	$	136,812		$	110,065		$	393,330		$	313,283
Operating Expenses
Real estate taxes	$	10,124		$	8,526		$	29,429		$	24,117
Property operating expenses		5,518			4,557			18,120			13,575
Land lease expense		411			404			1,252			1,213
General and administrative		8,844			6,992			26,087			22,265
Depreciation and amortization		45,625			35,157			129,020			95,666
Provision for impairment		3,195			-			4,510			1,015
Total Operating Expenses	$	73,717		$	55,636		$	208,418		$	157,851
Gain (loss) on sale of assets, net		(20	)		3,000			299			5,326
Gain (loss) on involuntary conversion, net		-			(115	)		-			(165	)
Income from Operations	$	63,075		$	57,314		$	185,211		$	160,593
Other (Expense) Income
Interest expense, net	$	(20,803	)	$	(17,149	)	$	(58,748	)	$	(46,592	)
Income tax (expense) benefit		(709	)		(720	)		(2,201	)		(2,137	)
Other (expense) income		94			132			184			132
Net Income	$	41,657		$	39,577		$	124,446		$	111,996
Less net income attributable to non-controlling interest		135			152			442			485
Net Income Attributable to Agree Realty Corporation	$	41,522		$	39,425		$	124,004		$	111,511
Less Series A Preferred Stock Dividends		1,859			1,859			5,578			5,578
Net Income Attributable to Common Stockholders	$	39,663		$	37,566		$	118,426		$	105,933
Net Income Per Share Attributable to Common Stockholders
Basic	$	0.41		$	0.47		$	1.26		$	1.40
Diluted	$	0.41		$	0.46		$	1.26		$	1.39
Other Comprehensive Income
Net Income	$	41,657		$	39,577		$	124,446		$	111,996
Amortization of interest rate swaps		(631	)		(273	)		(1,889	)		(109	)
Change in fair value and settlement of interest rate swaps		8,324			(7,181	)		11,664			29,881
Total Comprehensive Income (Loss)		49,350			32,123			134,221			141,768
Less comprehensive income attributable to non-controlling interest		162			121			477			630
Comprehensive Income Attributable to Agree Realty Corporation	$	49,188		$	32,002		$	133,744		$	141,138
Weighted Average Number of Common Shares Outstanding - Basic		97,255,143			79,701,136			93,474,182			75,361,583
Weighted Average Number of Common Shares Outstanding - Diluted		97,349,473			80,589,446			93,732,359			75,890,692

13

Agree Realty Corporation

Reconciliation of Net Income to FFO, Core FFO and Adjusted FFO

($ in thousands, except share and per-share data)

(Unaudited)  

	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022
Net Income	$	41,657		$	39,577		$	124,446		$	111,996
Less Series A Preferred Stock Dividends		1,859			1,859			5,578			5,578
Net Income attributable to OP Common Unitholders		39,798			37,718			118,868			106,418
Depreciation of rental real estate assets		29,769			23,073			84,498			63,842
Amortization of lease intangibles - in-place leases and leasing costs		15,258			11,836			43,356			31,307
Provision for impairment		3,195			-			4,510			1,015
(Gain) loss on sale or involuntary conversion of assets, net		20			(2,885	)		(299	)		(5,161	)
Funds from Operations - OP Common Unitholders	$	88,040		$	69,742		$	250,933		$	197,421
Amortization of above (below) market lease intangibles, net and assumed mortgage debt discount, net		8,377			8,458			25,866			25,007
Core Funds from Operations - OP Common Unitholders	$	96,417		$	78,200		$	276,799		$	222,428
Straight-line accrued rent		(2,795	)		(3,189	)		(8,942	)		(9,419	)
Stock based compensation expense		2,172			1,514			6,180			4,892
Amortization of financing costs and original issue discounts		1,160			791			3,217			2,070
Non-real estate depreciation		598			248			1,166			517
Adjusted Funds from Operations - OP Common Unitholders	$	97,552		$	77,564		$	278,420		$	220,488
Funds from Operations Per Common Share and OP Unit - Basic	$	0.90		$	0.87		$	2.67		$	2.61
Funds from Operations Per Common Share and OP Unit - Diluted	$	0.90		$	0.86		$	2.67		$	2.59
Core Funds from Operations Per Common Share and OP Unit - Basic	$	0.99		$	0.98		$	2.95		$	2.94
Core Funds from Operations Per Common Share and OP Unit - Diluted	$	0.99		$	0.97		$	2.94		$	2.92
Adjusted Funds from Operations Per Common Share and OP Unit - Basic	$	1.00		$	0.97		$	2.97		$	2.91
Adjusted Funds from Operations Per Common Share and OP Unit - Diluted	$	1.00		$	0.96		$	2.96		$	2.89
Weighted Average Number of Common Shares and OP Units Outstanding - Basic		97,602,762			80,048,755			93,821,801			75,709,202
Weighted Average Number of Common Shares and OP Units Outstanding - Diluted		97,697,092			80,937,065			94,079,978			76,238,311
Additional supplemental disclosure
Scheduled principal repayments	$	228		$	214		$	673		$	633
Capitalized interest		466			554			1,669			816
Capitalized building improvements		3,602			3,135			6,697			6,977

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 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, 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.

14

Agree Realty Corporation

Reconciliation of Net Debt to Recurring EBITDA

($ in thousands, except share and per-share data)

(Unaudited)

	Three months ended September 30,
	2023
Net Income	$	41,657
Interest expense, net		20,803
Income tax expense		709
Depreciation of rental real estate assets		29,769
Amortization of lease intangibles - in-place leases and leasing costs		15,258
Non-real estate depreciation		598
Provision for impairment		3,195
(Gain) loss on sale or involuntary conversion of assets, net		20
EBITDAre	$	112,009
Run-Rate Impact of Investment, Disposition and Leasing Activity	$	5,207
Amortization of above (below) market lease intangibles, net		8,293
Recurring EBITDA	$	125,509
Annualized Recurring EBITDA	$	502,036
Total Debt	$	2,254,099
Cash, cash equivalents and cash held in escrows		(6,387	)
Net Debt	$	2,247,712
Net Debt to Recurring EBITDA		4.5	x

Non-GAAP Financial Measures

EBITDAre

EBITDAre is defined by Nareit to mean net income computed in accordance with GAAP, plus interest expense, income tax expense, depreciation and amortization, any gains (or losses) from sales of real estate assets and/or changes in control, any impairment charges on depreciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. The Company considers the non-GAAP measure of EBITDAre to be a key supplemental measure of the Company's performance and should be considered along with, but not as an alternative to, net income or loss as a measure of the Company's operating performance. The Company considers EBITDAre a key supplemental measure of the Company's operating performance because it provides an additional supplemental measure of the Company's performance and operating cash flow that is widely known by industry analysts, lenders and investors. The Company’s calculation of EBITDAre may not be comparable to EBITDAre reported by other REITs that interpret the Nareit definition differently than the Company.

Recurring EBITDA

The Company defines Recurring EBITDA as EBITDAre with the addback of noncash amortization of above- and below- market lease intangibles, and after adjustments for the run-rate impact of the Company's investment and disposition activity for the period presented, as well as adjustments for non-recurring benefits or expenses. The Company considers the non-GAAP measure of Recurring EBITDA to be a key supplemental measure of the Company's performance and should be considered along with, but not as an alternative to, net income or loss as a measure of the Company's operating performance. The Company considers Recurring EBITDA a key supplemental measure of the Company's operating performance because it represents the Company's earnings run rate for the period presented and because it is widely followed by industry analysts, lenders and investors. Our Recurring EBITDA may not be comparable to Recurring EBITDA reported by other companies that have a different interpretation of the definition of Recurring EBITDA. Our ratio of net debt to Recurring EBITDA is used by management as a measure of leverage and may be useful to investors in understanding the Company’s ability to service its debt, as well as assess the borrowing capacity of the Company. Our ratio of net debt to Recurring EBITDA is calculated by taking annualized Recurring EBITDA and dividing it by our net debt per the consolidated balance sheet.

Net Debt

The Company defines Net Debt as total debt less cash, cash equivalents and cash held in escrows. The Company considers the non-GAAP measure of Net Debt to be a key supplemental measure of the Company's overall liquidity, capital structure and leverage. The Company considers Net Debt a key supplemental measure because it provides industry analysts, lenders and investors useful information in understanding our financial condition. The Company’s calculation of Net Debt may not be comparable to Net Debt reported by other REITs that interpret the definition differently than the Company. The Company presents Net Debt on both an actual and proforma basis, assuming the net proceeds of the Forward Offerings (see below) are used to pay down debt. The Company believes the proforma measure may be useful to investors in understanding the potential effect of the Forward Offerings on the Company’s capital structure, its future borrowing capacity, and its ability to service its debt.

15

Agree Realty Corporation

Rental Income

($ in thousands, except share and per share-data)

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022
Rental Income Source(1)
Minimum rents(2)	$	127,756		$	103,208		$	364,462		$	292,890
Percentage rents(2)		-			-			1,314			723
Operating cost reimbursement(2)		14,516			12,008			44,156			34,967
Straight-line rental adjustments(3)		2,795			3,189			8,942			9,419
Amortization of (above) below market lease intangibles(4)		(8,293	)		(8,374	)		(25,615	)		(24,863	)
Total Rental Income	$	136,774		$	110,031		$	393,259		$	313,136

(1) The Company adopted Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 842 “Leases” using the modified retrospective approach as of January 1, 2019. The Company adopted the practical expedient in FASB ASC 842 that alleviates the requirement to separately present lease and non-lease components of lease contracts. As a result, all income earned pursuant to tenant leases is reflected as one line, “Rental Income,” in the consolidated statement of operations. The purpose of this table is to provide additional supplementary detail of Rental Income.

(2) Represents contractual rentals and/or reimbursements as required by tenant lease agreements, recognized on an accrual basis of accounting. The Company believes that the presentation of contractual lease income is not, and is not intended to be, a presentation in accordance with GAAP. The Company believes this information is frequently used by management, investors, analysts and other interested parties to evaluate the Company’s performance.

(3) Represents adjustments to recognize minimum rents on a straight-line basis, consistent with the requirements of FASB ASC 842.

(4) In allocating the fair value of an acquired property, 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.

16

EX-99.2

Exhibit 99.2

OCTOBER 2023

1 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY NET LEASE REIT FOCUSED ON THE ACQUISITION & DEVELOPMENT OF HIGH - QUALITY RETAIL PROPERTIES Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $ 8.0 billion (1) retail net lease REIT headquartered in Royal Oak, Michigan 2,084 retail properties totaling over 43 million square feet in 49 states Investment grade issuer ratings of Baa1 from Moody’s and BBB from S&P RE THINK RETAIL Capitalize on distinct market positioning in the retail net lease space Focus on industry - leading retailers through our three unique external growth platforms Leverage our real estate acumen and relationships to identify superior risk - adjusted opportunities Maintain a conservative and flexible capital structure that enables our growth trajectory Provide consistent, high - quality earnings growth and a well - covered, growing dividend As of September 30, 2023 , unless otherwise noted. (1) As of October 19, 2023 .

2 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. RE THINKING RETAIL

3 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. consistency noun steadfast adherence to the same principles, course, or form [ kuh   n - sis - tuh   n - see ]

4 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. As of September 30, 2023, unless otherwise noted. (1) Refer to footnote 1 on slide 7 for the Company’s definition of Investme nt Grade. (2) Declared by the Company on October 12, 2023. Recent Highlights Declared a monthly cash dividend of $ 0.247 per common share for October , representing a 2.9 % year - over - year increase (2) Closed a $350 million 5.5 - year term loan on July 31 st at a 4.52% fixed rate inclusive of prior hedging activity Ground lease portfolio represents 11.6% of annualized base rents as of September 30 th Fortress - like balance sheet with more than $950 million of total liquidity including the revolving credit facility and cash on hand 33 development or DFP projects completed or under construction as of September 30 th for a record of more than $137 million Acquired 74 high - quality retail net lease assets for over $398 million in Q3 2023 at a weighted average cap rate of 6.9% 4.5x Net Debt to Recurring EBITDA at quarter end Approximately 73% of base rents acquired in Q3 2023 derived from investment grade retailers (1) Achieved Record Investment Grade Exposure Approaching 69% of Annualized Base Rents (1) Appointed Nicole Witteveen as Chief Operating Officer, named Craig Erlich Chief Growth Officer, and hired Edward Eickhoff as EVP, Asset Management

The Country’s Leading Retail Portfolio

6 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. TENANT / CONCEPT ​ ANNUALIZED ​ BASE RENT ​ % OF TOTAL ​ ​ $33.9 ​ 6.2% ​ ​ 26.6 ​ 4.9% ​ ​ 25.9 ​ 4.8% ​ ​ 19.5 ​ 3.6% ​ ​ 17.2 ​ 3.2% ​ ​ 16.8 ​ 3.1% ​ ​ 16.5 ​ 3.0% ​ ​ 16.3 ​ 3.0% ​ ​ 15.9 ​ 2.9% ​ ​ 14.6 ​ 2.7% ​ ​ 13.2 ​ 2.4% ​ ​ 13.1 ​ 2.4% ​ ​ 12.4 ​ 2.3% ​ ​ 12.1 ​ 2.2% ​ ​ 11.2 ​ 2.1% ​ ​ 11.2 ​ 2.1% ​ ​ 10.2 ​ 1.9% ​ ​ 8.9 ​ 1.6% ​ ​ 8.7 ​ 1.6% ​ Other ​ 238.9 ​ 44.0% ​ Total ​ $543.2 ​ 100.0% ​ Agree Realty Snapshot TENANT SECTOR ANNUALIZED BASE RENT % OF TOTAL Grocery Stores $52.8 9.7% Home Improvement 46.5 8.6% Tire & Auto Service 46.2 8.5% Convenience Stores 45.7 8.4% Dollar Stores 41.2 7.6% Off - Price Retail 33.2 6.1% General Merchandise 32.3 6.0% Auto Parts 31.4 5.8% Farm & Rural Supply 28.4 5.2% Pharmacy 23.7 4.4% Other 161.8 29.7% Total $543.2 100.0% Share Price (1) $54.95 Equity Market Capitalization (1)(2) $5.5 Billion Property Count 2,084 properties Net Debt to EBITDA 4.5x Investment Grade % (3) 68.9% Company Overview Top Tenants ($ in millions) Top Retail Sectors ($ in millions) As of September 30, 2023, unless otherwise noted. Any differences are a result of rounding. (1) As of October 19, 2023. (2) R efl ects common shares and OP units outstanding multiplied by the closing price as of October 19, 2023. (3) Refer to footnote 1 on slide 7 for the Company’s definition of Investment Grade.

7 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. BEST - IN - CLASS RETAILERS WITH CONSERVATIVE BALANCE SHEETS Strong Investment Grade Portfolio 16% SUB - INVESTMENT GRADE 15% NOT RATED 69% INVESTMENT GRADE (1) As of September 30, 2023. Any differences are a result of rounding. (1) Based on ABR derived from tenants, or parent entities th ereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings, or the National Association of Insurance Commissioners. Retail Credit Type (%ABR)

8 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. INDUSTRY - LEADERS OPERATING IN E - COMMERCE RESISTANT SECTORS National and Super - Regional Retailers 1% FRANCHISE 12% SUPER - REGIONAL 87% NATIONAL As of September 30, 2023. Any differences are a result of rounding. Retail Tenant Type (%ABR)

9 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. As of September 30, 2023. (1) Refer to footnote 1 on slide 7 for the Company’s definition of Investment Grade. Any differences are a result of rounding. FEE SIMPLE OWNERSHIP + SIGNIFICANT TENANT INVESTMENT Ground Lease Portfolio Breakdown Ground Lease Credit Overview (%ABR) 88% INVESTMENT GRADE (1) 8% NOT RATED 4% SUB - INVESTMENT GRADE Ground Lease Portfolio Overview 217 Leases 11.6% of total portfolio ABR 10.8 years weighted - average lease term Top Ground Lease Tenants (% ABR) 2% 13% 13% 12% 7% 6% 6% 3% 3% 3% 3%

10 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. FIRST EXPIRATION HIGHLIGHTS EMBEDDED VALUE WITH 159% RECAPTURE RATE Ground Lease Value Creation Chase Bank - Stockbridge, GA New Lease Rent Per Square Foot $46.54 New Lease Term 15 Years Rental Increases 10% Every 5 Years Options 3 x 5 Years x 10% Annualized Base Rent $193,083 Prior Lease Rent Per Square Foot $29.26 Remaining Lease Term (1) 0.1 years Rental Increases None Remaining Options None Remaining Annualized Base Rent $110,007 Note: Recapture rate reflects current rent per square foot vs. prior rent per square foot. (1) Reflects remaining lease term at the time the lease extension was executed.

Disciplined Investment Strategy & Active Portfolio Management

12 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Engage in consistent dialogue to understand store performance and tenant sustainability Leverage relationships to identify the best risk - adjusted opportunities Our Investment Strategy Agree leverages its three distinct investment platforms to target industry - leading retailers in e - commerce and recession resistant sectors THREE - PRONGED GROWTH STRATEGY COMPREHENSIVE REAL ESTATE SOLUTIONS FOR LEADING RETAILERS ACQUISITIONS DEVELOPMENT DEVELOPER FUNDING PLATFORM RETAILER RELATIONSHIPS

13 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. What Has ADC Been Investing In? The retail landscape continues to dynamically evolve as market forces cause disruption and change. To mitigate risk in a period of continued disruption, the Company adheres to a number of investment criteria, with a focus on four core principles : Focus on leading operators that have matured in omni - channel structure or those in e - commerce resistant sectors OMNI - CHANNEL CRITICAL (E - COMMERCE RESISTANCE) Emphasize a balanced portfolio with exposure to counter - cyclical sectors and retailers with strong credit profiles RECESSION RESISTANCE Strong emphasis on leading operators with strong balance sheets and avoidance of private equity sponsored retailers AVOIDANCE OF PRIVATE EQUITY SPONSORSHIP Protects against unforeseen changes to our top - down investment philosophy STRONG REAL ESTATE FUNDAMENTALS & FUNGIBLE BUILDINGS

14 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. TOP - DOWN FOCUS ON LEADING RETAILERS IN THE U.S. PAIRED WITH A BOTTOMS - UP REAL ESTATE ANALYSIS Large & Fragmented Opportunity Set REAL ESTATE FUNDAMENTALS • Rents ≤ market • Fungibility of building MARKET RENTS • Limited competition • Strong market presence COMPETITION • Access • Visibility • Demographics • Major retail corridor • Strong traffic drivers RETAIL SYNERGY ADC reviewed almost $79 billion of opportunities since 2018 $6.6 BILLION acquired since 2018 As of September 30, 2023.

15 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. As of October 19, 2023. Store counts obtained from company filings and third - party sources including Cincinnati.com, CT Insider, Deseret News, Forbes, Insider, Progressive Grocer and Store Brands. Table is representative and does not include all retailers. 162,000+ NET LEASE OPPORTUNITIES AND GROWING WITH BEST - IN - CLASS RETAILERS Sandbox Offers Runway for Growth Auto Parts Stores 23,400+ Farm & Rural Supply Stores 2,300+ Crafts & Novelties Stores 900+ Quick - Service Restaurants 32,300+ Equipment Rental Stores 1,100+ Warehouse Clubs 1,400+ Home Improvement Stores 8,600+ Consumer Electronics Stores 1,200+ Grocery Stores 10,700+ Dealerships 400+ Convenience Stores 23,700+ Off - Price Retail Stores 6,200+ Tire & Auto Service Stores 7,100+ Dollar Stores 35,900+ General Merchandise Stores 7,000+

16 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $295.8 $336.8 $607.0 $701.4 $1.31B $1.39B $1.59B $1.3B $38.0 $62.7 $74.4 $32.4 $43.2 $40.0 $118.5 $137.1 0 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 2016 2017 2018 2019 2020 2021 2022 2023E ADC HAS INVESTED $8.5 BILLION IN HIGH - QUALITY RETAIL NET LEASE PROPERTIES SINCE 2010 Robust Investment Activity DEVELOPMENT & DFP (1) ACQUISITIONS Investment Activity ($ in millions) As of September 30, 2023. (1) Represents development & DFP activity, completed or commenced. (2) Reflects full - year 2023 acquisi tion guidance provided by the Company on October 24, 2023. $ (2)

17 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $29.7M $45.8M $67.6M $67.2M $49.4M $58.0M $45.8M $3.3M 2016 2017 2018 2019 2020 2021 2022 2023 BERLIN, NJ HOUSTON, TX PORTAGE, MI CANTON, MI FOCUSED ON NON - CORE ASSET SALES & CAPITAL RECYCLING Active Portfolio Management As of September 30, 2023. Graph is representative and does not include all dispositions. Total Dispositions 2010 - 2023: $453 million STALLINGS, NC MICHIGAN (3) OSCODA, MI FLORIDA (2) NORTH DAKOTA (3) MINNESOTA (3) ATLANTIC BEACH, FL MT (1) & VA (1) WICHITA FALLS, TX SPRINGFIELD, IL UPLAND, CA APOPKA, FL LA (1) & PA (1) MN (2) & ND (2) MICHIGAN (3) FORT WORTH, TX OH (2) & PA (2) FLOWOOD, MS MAPLEWOOD, MN TYLER, TX BELTON, MO MI (2), NY & FL VA (3) MIDLAND, MI UT (2), ND & MT PENSACOLA, FL OH (3), WV, & VA TOPEKA, KS INDIANAPOLIS, IN KIRKLAND, WA JACKSONVILLE BEACH, FL IL (1), ND (1) & OH (1) MICHIGAN (2) ST. GEORGE, UT SC (2) & TX (1) AUSTIN, TX JACKSONVILLE, FL SC (1) & MN (1) AURORA, CO PORT ST. JOHN, FL RANCHO CORDOVA, CA MACOMB TOWNSHIP, MI OCALA, FL

Fortified Balance Sheet

19 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Leading With Our “Fortress” Balance Sheet CAPITALIZATION STATISTICS Equity Market Capitalization (2) $5.5 Billion Enterprise Value (2)(3) $8.0 Billion Total Debt to Enterprise Value 28.2% CREDIT METRICS Fixed Charge Coverage Ratio 5.1x Net Debt to Recurring EBITDA (4) 4.5x Issuer Ratings Baa1 / BBB Ratings Outlooks Stable / Stable As of September 30, 2023, unless otherwise noted. (1) Excludes $49 million of outstanding borrowings on the Company’s $1.0 bi lli on Revolving Credit Facility as of September 30, 2023; assumes two 6 - month extension options are exercised. (2) As of October 19, 2023. (3) Enterprise value is calculated as the sum of net debt, the liquidation value of preferred equity and equity market capitalization. (4) Reflects net debt to annualized Q3 2023 recurring EBITDA. Debt Maturities ($ in millions) SECURED UNSECURED 1 c NO MATERIAL DEBT MATURITIES UNTIL 2028 & WEIGHTED - AVERAGE DEBT MATURITY OF APPROXIMATELY 7 YEARS (1) $3 $42 $0 $50 $0 $50 $410 $450 $475 $125 $300 $300 $0 $100 $200 $300 $400 $500 $600 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033

20 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. STRONG CAPITAL MARKETS EXECUTION HAS PROVIDED AMPLE LIQUIDITY; $8.0 BILLION OF ACTIVITY SINCE 2010 Capital Markets Track Record Reflects gross proceeds for equity and long - term debt raised through September 30, 2023. Forward equity offerings are shown in t he year they were raised, rather than settled. Capital Markets Activity ($ in millions) COMMON EQUITY UNSECURED DEBT SECURED DEBT PREFERRED EQUITY $100 $100 $225 $125 $350 $650 $300 $350 $237 $229 $531 $433 $988 $1,095 $1,322 $133 $42 $175 $0 $250 $500 $750 $1,000 $1,250 $1,500 $1,750 $2,000 2016 2017 2018 2019 2020 2021 2022 2023

21 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. (includes outstanding forward equity offerings) ADC HAS BEEN AT OR BELOW 4.5X PROFORMA NET DEBT TO RECURRING EBITDA SINCE 2018 Low Leverage = Strong Positioning As of September 30, 2023. Proforma Net Debt to Recurring EBTIDA deducts the Company’s outstanding forward equity offerings fo r e ach period from the Company’s net debt for each period. PROFORMA NET DEBT TO RECURRING EBITDA NET DEBT TO RECURRING EBITDA Q1 2023 Q2 2023 Q3 2023 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q3 2020 4.7x 3.2x 4.8x 4.0x 4.9x 4.2x 4.5x 3.6x 4.4x 3.7x 4.9x 3.4x 5.0x 4.3x 5.0x 3.8x 4.0x 3.1x 4.4x 3.1x 4.5x 3.7x 4.5x 4.1x 4.5x 4.5x

22 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $1.60 $1.64 $1.74 $1.85 $1.92 $2.03 $2.16 $2.28 $2.41 $2.60 $2.81 $1.50 $1.70 $1.90 $2.10 $2.30 $2.50 $2.70 $2.90 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Annual Dividends Declared Per Common Share 140 CONSECUTIVE COMMON DIVIDENDS PAID; AVERAGE AFFO PAYOUT RATIO OF 76% OVER PAST 10 YEARS Growing, Well - Covered Monthly Dividend As of October 19, 2023. Reflects common dividends per share declared in each year, rounded to two decimals.

23 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. The Agree Wellness program focuses on Health Wellness & Financial Wellness to enhance employee well - being Ongoing professional development is offered to help all team members advance their careers The Company has recently sponsored charities including CARE House of Oakland County, Michigan Veteran's Foundation and Leader Dogs for the Blind ADC has received awards from Globe St, Crain’s Detroit Business, and Best and Brightest in Wellness recognizing its outstanding corporate culture and wellness initiatives SOCIAL RESPONSIBILITY DEDICATED TO SUSTAINABILITY AND GOOD CORPORATE CITIZENSHIP Agree Realty’s ESG Practices Focus on industry leading, national & super - regional retailers provides for a relationship with some of the most environmentally conscientious retailers in the world The Company anticipates its new headquarters will achieve LEED certification, with features including EV charging stations, motion activated lighting and high - quality building materials Executed several green leases with tenants, resulting in the achievement of Gold Level recognition from the Green Lease Leaders organization ENVIRONMENTAL PRACTICES ADC’s Board has nine directors, seven of whom are independent; five new independent directors added since 2018 The Board has committed to adding a third female Director within the next two years The Nominating & Governance Committee has formal oversight responsibility for the Company’s ESG program The Company adopted the Sustainability Accounting Standards Board and the Task Force on Climate - related Financial Disclosures frameworks to align our disclosures with the issues most relevant to our stakeholders CORPORATE GOVERNANCE

24 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Investment Summary Highlights FORTIFIED BALANCE SHEET HIGHEST - QUALITY RETAIL REAL ESTATE INVESTMENT GRADE ISSUER RATINGS Robust growth trajectory MULTI - YEAR TRACK RECORD OF EXECUTION Well - covered & consistent dividend

25 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. APPENDIX

26 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Forward - Looking Statements This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward - looking statements to be covered by the safe harbor provisions for forward - looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward - looking statements are generally identifiable by use of forward - looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “assume,” “plan,” references to “outlook” or other similar words or expressions. Forward - looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections and forecasts and other forward - looking information and estimates. These forward - looking statements are subject to various risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. Certain factors could occur that might cause actual results to vary, including the potential adverse effect of ongoing worldwide economic uncertainties, disruptions in the banking system and financial markets, increased inflation and interest rates on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets, the general deterioration in national economic conditions, weakening of real estate markets, decreases in the availability of credit, increases in interest rates, adverse changes in the retail industry, the Company’s continuing ability to qualify as a REIT and other risks and uncertainties as described in greater detail in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including, without limitation, the Company’s Annual Report on Form 10 - K and subsequent quarterly reports. Except as required by law, the Company disclaims any obligation to update any forward - looking statements, whether as a result of new information, future events or otherwise. For further information about the Company’s business and financial results, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s SEC filings, including, but not limited to, its Annual Report on Form 10 - K and Quarterly Reports on Form 10 - Q, copies of which may be obtained at the Investors section of the Company’s website at www.agreerealty.com . All information in this presentation is as of September 30 , 2023 , unless otherwise noted . The Company undertakes no duty to update the statements in this presentation to conform the statements to actual results or changes in the Company’s expectations .

27 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Non - GAAP Financial Measures This presentation includes a non - GAAP financial measure, Net Debt to Recurring EBITDA, which is presented on an actual and profo rma basis. A reconciliation of this non - GAAP financial measure to the most directly comparable GAAP measure is included in the follo wing pages. The components of this ratio and their use and utility to management are described further in the section below. Components of Net Debt to Recurring EBITDA EBITDAre is defined by Nareit to mean net income computed in accordance with GAAP, plus interest expense, income tax expense, depreciation and amortization, any gains (or losses) from sales of real estate assets and/or changes in control, any impairme nt charges on depreciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. The Company conside rs the non - GAAP measure of EBITDAre to be a key supplemental measure of the Company's performance and should be considered along with, but not as an alternative to, net income or loss as a measure of the Company's operating performance. The Company considers EBITDAre a key supplemental measure of the Company's operating performance because it provides an additional supplemental measure of the Company's performance and operating cash flow that is widely known by industry analysts, lenders and investors. The Company’s calculation of EBITDAre may not be comparable to EBITDAre reported by other REITs that interpret the Nareit definition differently than the Company. Recurring EBITDA The Company defines Recurring EBITDA as EBITDAre with the addback of noncash amortization of above - and below - market lease intangibles, and after adjustments for the run - rate impact of the Company's investment and disposition activity for the period presented, as well as adjustments for non - recurring benefits or expenses. The Company considers the non - GAAP measure of Recurrin g EBITDA to be a key supplemental measure of the Company's performance and should be considered along with, but not as an alter nat ive to, net income or loss as a measure of the Company's operating performance. The Company considers Recurring EBITDA a key supplemental measure of the Company's operating performance because it represents the Company's earnings run rate for the per iod presented and because it is widely followed by industry analysts, lenders and investors. Our Recurring EBITDA may not be com par able to Recurring EBITDA reported by other companies that have a different interpretation of the definition of Recurring EBITDA. Our rat io of net debt to Recurring EBITDA is used by management as a measure of leverage and may be useful to investors in understanding the Company’s ability to service its debt, as well as assess the borrowing capacity of the Company. Our ratio of net debt to Rec urr ing EBITDA is calculated by taking annualized Recurring EBITDA and dividing it by our net debt per the consolidated balance sheet. Net Debt The Company defines Net Debt as total debt less cash, cash equivalents and cash held in escrows. The Company considers the non - GAAP measure of Net Debt to be a key supplemental measure of the Company's overall liquidity, capital structure and leverage . The Company considers Net Debt a key supplemental measure because it provides industry analysts, lenders and investors useful inf orm ation in understanding our financial condition. The Company’s calculation of Net Debt may not be comparable to Net Debt reported by ot her REITs that interpret the definition differently than the Company. The Company presents Net Debt on both an actual and proforma basis, assuming the Anticipated Net Proceeds from Outstanding Forwards are used to pay down debt. The Company believes the proforma measure may be useful to investors in understanding the potential effect of the Anticipated Net Proceeds from Outstanding For war ds on the Company’s capital structure, its future borrowing capacity, and its ability to service its debt. Anticipated Net Proceeds from Outstanding Forwards Since the first quarter of 2018, the Company has utilized forward sale agreements to sell shares of common stock. Selling common stock through forward sale agreements enables the Company to set the price of suc h s hares 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. Given the Company’s frequent use of forward sale agreements, the Company considers the non - GAAP measure of Anticipated Net Proceeds from Outstanding Forwards to be a key supplemental measure of the Company's overall liquidity, capit al structure and leverage. The Company defines Anticipated Net Proceeds from Outstanding Forwards as the number of shares outsta ndi ng under forward sale agreements at the end of each quarter, multiplied by the applicable forward sale price for each agreement, respectively.

28 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Non - GAAP Financial Measures This presentation also includes the non - GAAP measures of Annualized Base Rent (“ABR”), Funds From Operations (“FFO” or “ Nareit FFO”), Core Funds From Operations (“Core FFO”) and Adjusted Funds From Operations (“AFFO”). ABR represents the annualized amount of contractual minimum rent required by tenant lease agreements, computed on a straight - line basis. ABR is not, and is not intended to be, a presentation in accordance with GAAP. The Company believes annualized contractual minimum rent is useful to management, inves tor s, and other interested parties in analyzing concentrations and leasing activity. FFO, Core FFO and AFFO are reconciled to the m ost directly comparable GAAP measure in the following pages and are described in further detail below. Components of Funds from Operations, Core Funds from Operations, and Adjusted Funds from Operations Funds from Operations (“FFO” or “ Nareit 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, an d after adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordan ce with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead ha ve historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real e sta te company’s operations. FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating per for mance, 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 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 acqu ire d the substantial majority of its net - leased properties through acquisitions of properties from third parties or in connection with th e 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 presenta tio n of Core FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use th e same definition. Adjusted Funds from Operations (“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 accord ance with GAAP. Management considers AFFO a useful supplemental measure of the Company’s performance, however, AFFO should not be considered an alternative to net income as an indication of its performance, or to cash flow as a measure of liquidity or abi lit y to make distributions. The Company’s computation of AFFO may differ from the methodology for calculating AFFO used by other equity RE ITs , and therefore may not be comparable to such other REITs.

29 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Reconciliation of Net Debt to Recurring EBITDA Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Net Income $21,416 $23,760 $30,278 $22,461 $36,830 $33,306 $36,289 $36,130 $39,577 $41,039 $41,774 $41,015 $41,657 Interest expense, net 10,158 11,791 11,653 12,549 13,066 13,111 13,931 15,512 17,149 16,843 17,998 19,948 20,803 Income tax expense 306 260 1,009 485 390 517 719 698 720 723 783 709 709 Depreciation of rental real estate assets 12,669 13,980 15,292 16,127 17,019 18,293 19,470 21,299 23,073 24,843 26,584 28,145 29,769 Amortization of lease intangibles - in - place leases and leasing costs 4,523 5,567 6,050 6,905 7,310 8,116 8,924 10,550 11,836 12,800 13,770 14,328 15,258 Non - real estate depreciation 135 144 147 156 159 156 167 101 248 261 292 277 598 Provision for impairment 2,868 141 0 0 0 1,919 1,015 0 0 0 0 1,315 3,195 (Gain) loss on sale of assets, net (970) (437) (3,062) (6,753) (3,470) (1,826) (2,285) 8 (2,885) (97) 0 (319) 20 EBITDAre $51,105 $55,206 $61,367 $51,930 $71,304 $73,592 $78,230 $84,298 $89,718 $96,412 $101,201 $105,418 $112,009 Run - Rate Impact of Investment, Disposition & Leasing Activity $5,093 $3,973 $4,175 $3,939 $3,491 $3,372 $4,654 $4,104 $4,217 4,742 4,147 4,259 5,207 Amortization of above (below) market lease intangibles, net 3,964 4,333 4,756 5,260 6,615 7,654 8,178 8,311 8,374 8,474 8,611 8,711 8,293 Other expense (income) 0 0 0 14,614 0 0 0 0 0 0 0 0 0 Recurring EBITDA $60,162 $63,512 $70,298 75,743 $81,410 $84,618 $91,062 $96,713 $102,309 $109,628 $113,959 $118,388 $125,509 Annualized Recurring EBITDA $240,648 $254,048 $281,192 302,972 $325,640 $338,472 $364,248 $386,852 $409,236 $438,512 $455,836 $473,552 $502,036 Total Debt $1,153,642 $1,225,433 $1,371,238 $1,543,040 $1,542,839 $1,702,635 $1,862,428 $1,954,467 $1,884,253 $1,960,395 $2,056,173 $2,162,949 $2,254,099 Cash, cash equivalents and cash held in escrows (16,230) (7,955) (7,369) (188,381) (102,808) (45,250) (25,766) (27,107) (251,514) (28,909) (12,940) (12,247) (6,387) Net Debt $1,137,412 $1,217,478 $1,363,869 $1,354,659 $1,440,031 $1,657,385 $1,836,662 $1,927,360 $1,632,738 $1,931,486 $2,043,233 $2,150,702 $2,247,712 Net Debt to Recurring EBITDA 4.7x 4.8x 4.9x 4.5x 4.4X 4.9X 5.0X 5.0x 4.0x 4.4x 4.5x 4.5x 4.5x Anticipated Net Proceeds from Outstanding Forwards $376,396 $203,211 $189,577 $258,749 $226,455 $519,183 $262,940 $475,768 $381,708 $557,364 $362,125 $202,026 $0 Proforma Net Debt $761,016 $1,014,267 $1,174,291 $1,095,909 $1,213,576 $1,138,202 $1,573,722 $1,451,592 1,251,030 $1,374,122 $1,681,108 $1,948,676 $2,247,712 Proforma Net Debt to Recurring EBITDA 3.2x 4.0x 4.2x 3.6x 3.7X 3.4X 4.3X 3.8x 3.1x 3.1x 3.7x 4.1x 4.5x

30 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Net Income $18,604 $20,190 $18,913 $39,762 $45,797 $58,790 $58,798 $80,763 $91,972 $122,876 $153,035 Series A Preferred Stock Dividends 0 0 0 0 0 0 0 0 0 (2,148) (7,437) Net Income attributable to OP Common Unitholders $18,604 $20,190 $18,913 $39,762 $45,797 $58,790 $58,798 $80,763 $91,972 $120,728 $145,598 Depreciation of rental real estate assets $5,726 $6,930 $8,362 $11,466 $15,200 $19,507 $24,553 $34,349 $48,367 $66,732 $88,685 Amortization of lease intangibles - in - place leases and leasing costs 1,131 1,747 2,616 4,957 8,135 7,076 8,271 11,071 17,882 28,379 44,107 Provision for impairment 0 450 3,020 0 0 0 2,319 1,609 4,137 1,919 1,015 (Gain) loss on sale or involuntary conversion of assets, net (2,097) (946) 405 (12,135) (9,964) (14,193) (11,180) (13,306) (8,004) (15,111) (5,258) Funds from Operations - OP Common Unitholders $23,364 $28,370 $33,316 $44,050 $59,168 $71,180 $82,761 $114,486 $154,354 $202,647 $274,147 Loss on extinguishment of debt & settlement of related hedges $0 $0 $0 $0 $0 $0 $0 $0 $0 $14,614 $0 Amortization of above (below) market lease intangibles 0 0 0 0 0 5,091 10,668 13,501 15,885 24,284 33,563 Core Funds from Operations - OP Common Unitholders $23,364 $28,370 $33,316 $44,050 $59,168 $76,271 $93,429 $127,987 $170,239 $241,545 $307,710 Straight - line accrued rent ($738) ($1,148) ($1,416) ($2,450) ($3,582) ($3,548) ($4,648) ($7,093) ($7,818) ($11,857) ($13,176) Stock based compensation expense 1,657 1,813 1,987 1,992 2,441 2,589 3,227 4,106 4,995 5,467 6,464 Amortization of financing costs 285 326 398 494 516 574 578 706 826 1,197 3,141 Loss on extinguishment of debt 0 0 0 180 333 0 0 0 0 0 0 Non - real estate depreciation 66 67 123 62 72 78 146 283 509 618 778 Other (463) (463) (463) (463) (541) (230) 0 (475) 0 0 0 Adjusted Funds from Operations - OP Common Unitholders $24,171 $28,964 $33,945 $43,865 $58,407 $75,734 $92,732 $125,514 $168,751 $236,970 $304,917 FFO Per Common Share and OP Unit - Diluted $2.03 $2.10 $2.18 $2.39 $2.54 $2.54 $2.53 $2.75 $2.93 $3.00 $3.45 Core FFO Per Common Share and OP Unit - Diluted $2.03 $2.10 $2.18 $2.39 $2.54 $2.72 $2.85 $3.08 $3.23 $3.58 $3.87 Adjusted FFO Per Common Share and OP Unit - Diluted $2.10 $2.14 $2.22 $2.38 $2.51 $2.70 $2.83 $3.02 $3.20 $3.51 $3.83 Weighted Average Number of Common Shares and OP Units Outstanding - Diluted 11,484,529 13,505,124 15,314,514 18,413,034 23,307,418 28,047,966 32,748,741 41,571,233 52,744,353 67,486,698 79,512,005 Reconciliation of Net Income to FFO, Core FFO and AFFO Note: The Company began reporting Core FFO in 2018.

31 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. CONTACT PETER COUGHENOUR Chief Financial Officer (248) 737 - 4190 investors@agreerealty.com

XML

Cover	Oct. 24, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 24, 2023
Entity File Number	1-12928
Entity Registrant Name	AGREE REALTY CORPORATION
Entity Central Index Key	0000917251
Entity Tax Identification Number	38-3148187
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	32301 Woodward Avenue
Entity Address, City or Town	Royal Oak
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48073
City Area Code	248
Local Phone Number	737-4190
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	ADC
Security Exchange Name	NYSE
Depositary Shares [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing one-thousandth of a share of 4.25% Series A Cumulative Redeemable Preferred Stock, $0.0001 par value
Trading Symbol	ADCPrA
Security Exchange Name	NYSE