Agree Realty Corporation Reports Fourth Quarter and Full Year 2025 Results

ROYAL OAK, Mich.--( BUSINESS WIRE)--Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter and full year ended December 31, 2025. All per share amounts included herein are on a diluted per common share basis unless otherwise stated.

Fourth Quarter 2025 Financial and Operating Highlights:

Full Year 2025 Financial and Operating Highlights:

Financial Results

Net Income Attributable to Common Stockholders

Net Income for the three months ended December 31, 2025 increased 24.9% to $54.2 million, compared to Net Income of $43.4 million for the comparable period in 2024. Net Income per share for the three months ended December 31 st increased 13.5% to $0.47 compared to Net Income per share of $0.41 for the comparable period in 2024.

Net Income for the twelve months ended December 31, 2025 increased 8.3% to $196.9 million, compared to Net Income of $181.8 million for the comparable period in 2024. Net Income per share for the twelve months ended December 31 st decreased 0.7% to $1.77 compared to Net Income per share of $1.78 for the comparable period in 2024.

Core FFO

Core FFO for the three months ended December 31, 2025 increased 17.8% to $126.8 million, compared to Core FFO of $107.6 million for the comparable period in 2024. Core FFO per share for the three months ended December 31 st increased 7.3% to $1.10, compared to Core FFO per share of $1.02 for the comparable period in 2024.

Core FFO for the twelve months ended December 31, 2025 increased 14.7% to $477.8 million, compared to Core FFO of $416.7 million for the comparable period in 2024. Core FFO per share for the twelve months ended December 31 st increased 5.1% to $4.28, compared to Core FFO per share of $4.08 for the comparable period in 2024.

AFFO

AFFO for the three months ended December 31, 2025 increased 16.9% to $128.0 million, compared to AFFO of $109.5 million for the comparable period in 2024. AFFO per share for the three months ended December 31 st increased 6.5% to $1.11, compared to AFFO per share of $1.04 for the comparable period in 2024.

AFFO for the twelve months ended December 31, 2025 increased 14.2% to $482.8 million, compared to AFFO of $422.8 million for the comparable period in 2024. AFFO per share for the twelve months ended December 31 st increased 4.6% to $4.33, compared to AFFO per share of $4.14 for the comparable period in 2024.

Dividend

In the fourth quarter, the Company declared monthly cash dividends of $0.262 per common share for each of October, November and December 2025. The monthly dividends declared during the fourth quarter reflect an annualized dividend amount of $3.144 per common share, representing a 3.6% year-over-year increase. The dividends represent payout ratios of approximately 72% of Core FFO per share and 71% of AFFO per share, respectively.

For the twelve months ended December 31, 2025, the Company declared monthly cash dividends totaling $3.081 per common share, representing a 2.7% year-over-year increase. The dividends represent payout ratios of approximately 72% of Core FFO per share and 71% of AFFO per share, respectively.

Subsequent to quarter end, the Company declared monthly cash dividends of $0.262 per common share for each of January and February 2026. The monthly dividends reflect an annualized dividend amount of $3.144 per common share, representing a 3.6% year-over-year increase. The January dividend is payable on February 13, 2026 to stockholders of record at the close of business on January 30, 2026. The February dividend is payable on March 13, 2026 to stockholders of record at the close of business on February 27, 2026.

Additionally, subsequent to quarter end, the Company declared monthly cash dividends for each of January and February 2026 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 January dividend was paid on February 2, 2026, and the February dividend is payable on March 2, 2026 to stockholders of record at the close of business on February 20, 2026.

Earnings Guidance

The table below provides estimates for significant components of our 2026 earnings guidance.

2026

Guidance

AFFO per share (1)(2)

$4.54 to $4.58

Investment volume (3)

$1.4 to $1.6 billion

Disposition volume

$25 to $75 million

General and administrative expenses (% of adjusted revenue) (4)(5)

5.3% to 5.6%

Non-reimbursable real estate expenses (% of adjusted revenue) (4)

1.0% to 1.5%

Income and other tax expense

$2 to $3 million

Treasury stock method dilution (6)

Approximately $0.01

The Company’s 2026 guidance is subject to risks and uncertainties more fully described in this press release and in the Company’s filings with the Securities and Exchange Commission (the “SEC”).

(1)

The Company does not provide guidance with respect to the most directly comparable GAAP financial measure or provide reconciliations to GAAP from its forward-looking non-GAAP financial measure of AFFO per share guidance due to the inherent difficulty of forecasting the effect, timing and significance of certain amounts in the reconciliation that would be required by Item 10(e)(1)(i)(B) of Regulation S-K. Examples of these amounts include impairments of assets, gains and losses from sales of assets, and depreciation and amortization from new acquisitions or developments. In addition, certain non-recurring items may also significantly affect net income but are generally adjusted for in AFFO. Based on our historical experience, the dollar amounts of these items could be significant and could have a material impact on the Company’s GAAP results for the guidance period.

(2)

The Company's AFFO per share guidance utilizes the current forward SOFR curve to forecast interest expense related to any outstanding commercial paper notes and revolver borrowings during the year.

(3)

Reflects an increase from the prior 2026 investment volume guidance of $1.25 billion to $1.50 billion, issued on January 5, 2026.

(4)

Adjusted revenue equates to “Total Revenues” as presented in our consolidated statements of operations and comprehensive income, excluding the amortization of above and below market lease intangibles.

(5)

Cash G&A expense is expected to be in a range of 3.7% to 4.0% of adjusted revenue. Cash G&A is defined as “General and administrative” expenses as presented in our consolidated statements of operations and comprehensive income, less stock-based compensation expense.

(6)

Represents the estimated dilutive impact of the Company’s outstanding forward equity calculated in accordance with the treasury stock method, which is included in the AFFO per share guidance range.

CEO Comments

"We are pleased with our performance during 2025, investing approximately $1.55 billion to further strengthen our best‑in‑class retail portfolio,” said Joey Agree, President and Chief Executive Officer. “We paired this robust capital deployment with proactive balance sheet management, raising approximately $1.5 billion of long-term capital and achieving an A‑ issuer rating with a stable outlook from Fitch Ratings. We enter 2026 with over $2.0 billion of liquidity and strong investment pipelines, putting us in excellent position to achieve our full-year 2026 AFFO per share guidance of $4.54 to $4.58.”

Portfolio Update

As of December 31, 2025, the Company’s portfolio consisted of 2,674 properties located in all 50 states and contained approximately 55.5 million square feet of gross leasable area. At year end, the portfolio was approximately 99.7% leased, had a weighted-average remaining lease term of approximately 7.8 years, and generated 66.8% of annualized base rents from investment grade retail tenants.

Ground Lease Portfolio

During the fourth quarter, the Company acquired 15 ground leases for an aggregate purchase price of approximately $68.3 million, representing 18.2% of annualized base rents acquired. Ground leased properties acquired include three geographically diverse Lowe’s; a McDonald’s and Longhorn Steakhouse in Flanders, New Jersey; a Sheetz in Oregon, Ohio; and a Home Depot in Macomb, Michigan.

As of December 31, 2025, the Company’s ground lease portfolio consisted of 251 leases located in 39 states and totaled approximately 7.0 million square feet of gross leasable area. Properties ground leased to tenants represented 10.2% of annualized base rents.

At year end, the ground lease portfolio was fully occupied, had a weighted-average remaining lease term of approximately 9.0 years, and generated 89.1% of annualized base rents from investment grade retail tenants.

Acquisitions

Total acquisition volume for the fourth quarter was approximately $347.4 million and included 78 properties net leased to leading retailers operating in sectors including home improvement, auto parts, grocery stores, farm and rural supply, convenience stores, and tire and auto service. The properties are located in 33 states and leased to tenants operating in 18 sectors.

The properties were acquired at a weighted-average capitalization rate of 7.1% and had a weighted-average remaining lease term of approximately 9.6 years. Approximately 65.7% of annualized base rents acquired were generated from investment grade retail tenants.

For the twelve months ended December 31, 2025, total acquisition volume was approximately $1.44 billion. The 305 acquired properties are located in 41 states and leased to tenants who operate in 29 retail sectors. The properties were acquired at a weighted-average capitalization rate of 7.2% and had a weighted-average remaining lease term of approximately 11.5 years. Approximately 64.9% of annualized base rents were generated from investment grade retail tenants.

Dispositions

During the fourth quarter, the Company sold nine properties for gross proceeds of approximately $20.4 million. The dispositions were completed at a weighted-average capitalization rate of 6.4%.

During the twelve months ended December 31, 2025, the Company sold 22 properties for gross proceeds of approximately $44.1 million. The dispositions were completed at a weighted-average capitalization rate of 6.9%.

The Company’s disposition guidance for 2026 is between $25 million and $75 million.

Development and Developer Funding Platform

During the fourth quarter, the Company commenced four development or DFP projects, with total anticipated costs of approximately $35.3 million. Construction continued during the quarter on nine projects with anticipated costs totaling approximately $58.8 million. The Company completed three projects during the quarter with total costs of approximately $29.4 million.

For the twelve months ended December 31, 2025, the Company had 34 development or DFP projects completed or under construction with anticipated total costs of approximately $225.3 million. The projects are leased to leading retailers including TJX Companies, Burlington, 7-Eleven, Boot Barn, Ross Dress for Less, Five Below, Ulta, and Sunbelt Rentals.

The following table presents estimated costs for the Company's active or completed development and DFP projects for the twelve months ended December 31, 2025:

Anticipated

Number of

Costs Funded

Remaining

Total Project

Quarter of Delivery

Projects

to Date

Funding Costs

Costs

Q1 2025

27,234

—

27,234

Q2 2025

13,403

—

13,403

Q3 2025

61,156

—

61,156

Q4 2025

29,376

—

29,376

Q1 2026

30,033

7,609

37,642

Q2 2026

8,757

5,144

13,901

Q3 2026

10,978

15,393

26,371

Q4 2026

2,891

5,957

8,848

Q2 2027

114

7,262

7,376

Total

183,942

41,365

225,307

Development and DFP project costs are in thousands; any differences are the result of rounding. Costs Funded to Date may include adjustments related to completed projects to arrive at the correct Anticipated Total Project Costs.

Leasing Activity and Expirations

During the fourth quarter, the Company executed new leases, extensions or options on approximately 642,000-square feet of gross leasable area throughout the existing portfolio. Notable new leases, extensions or options included a Walmart Supercenter in Rochester, New York, and a Lowe’s in Roeland Park, Kansas.

For the twelve months ended December 31, 2025, the Company executed new leases, extensions or options on approximately 3.0 million square feet of gross leasable area throughout the existing portfolio.

As of December 31, 2025, the Company’s 2026 lease maturities represented 1.5% of annualized base rents. The following table presents contractual lease expirations within the Company’s portfolio as of December 31, 2025, assuming no tenants exercise renewal options:

Annualized Base Rent (1)

Gross Leasable Area

Year

Number of

Leases

Dollars

% of

Total

Square Feet

% of

Total

2026

10,710

1.5

1,004

1.8

2027

162

36,701

5.0

3,375

6.1

2028

182

48,018

6.5

4,188

7.6

2029

218

67,725

9.2

6,370

11.5

2030

339

74,708

10.2

6,295

11.4

2031

244

61,877

8.4

4,885

8.8

2032

257

54,118

7.4

3,919

7.1

2033

229

52,849

7.2

4,015

7.3

2034

232

53,022

7.2

3,575

6.5

2035

217

60,350

8.2

4,151

7.5

Thereafter

763

213,317

29.2

13,495

24.4

Total Portfolio

2,895

733,395

100.0

55,272

100.0

The contractual lease expirations presented above exclude the effect of replacement tenant leases that had been executed as of December 31, 2025, 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 December 31, 2025, 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.

Top Tenants

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 December 31, 2025:

Annualized

Percent of

Tenant

Base Rent (1)

Annualized Base Rent

Walmart

$ 41,155

5.6 %

Tractor Supply

35,632

4.9 %

Dollar General

28,612

3.9 %

O'Reilly Auto Parts

22,274

3.0 %

TJX Companies

22,239

3.0 %

Best Buy

22,123

3.0 %

CVS

21,288

2.9 %

Kroger

21,039

2.9 %

Lowe's

20,974

2.9 %

Hobby Lobby

20,913

2.9 %

Gerber Collision

18,933

2.6 %

7-Eleven

18,037

2.5 %

Sunbelt Rentals

17,224

2.3 %

Burlington

15,133

2.1 %

Home Depot

14,062

1.9 %

Sherwin-Williams

13,947

1.9 %

Genuine Parts Company (NAPA Auto Parts)

12,172

1.7 %

Dollar Tree

12,045

1.6 %

Wawa

11,111

1.5 %

Other (2)

344,482

46.9 %

Total Portfolio

$ 733,395

100.0 %

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

(1)

Refer to footnote 1 on page 6 for the Company’s definition of Annualized Base Rent.

(2)

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

Retail Sectors

The following table presents annualized base rents for all the Company’s retail sectors as of December 31, 2025:

Annualized

Percent of

Sector

Base Rent (1)

Annualized Base Rent

Grocery Stores

$ 75,290

10.3 %

Home Improvement

66,416

9.0 %

Convenience Stores

56,237

7.7 %

Tire and Auto Service

55,926

7.6 %

Auto Parts

49,371

6.7 %

Dollar Stores

47,315

6.4 %

Off-Price Retail

43,863

6.0 %

Farm and Rural Supply

37,403

5.1 %

General Merchandise

36,643

5.0 %

Pharmacy

26,239

3.6 %

Consumer Electronics

26,224

3.6 %

Crafts and Novelties

23,205

3.2 %

Discount Stores

20,861

2.8 %

Equipment Rental

18,280

2.5 %

Health Services

18,050

2.5 %

Warehouse Clubs

16,823

2.3 %

Restaurants - Quick Service

16,572

2.3 %

Health and Fitness

15,237

2.1 %

Dealerships

15,078

2.0 %

Sporting Goods

12,911

1.8 %

Financial Services

9,745

1.3 %

Specialty Retail

9,271

1.3 %

Restaurants - Casual Dining

7,027

0.9 %

Shoes

4,897

0.7 %

Home Furnishings

4,857

0.7 %

Pet Supplies

4,813

0.6 %

Theaters

3,976

0.5 %

Beauty and Cosmetics

3,776

0.5 %

Entertainment Retail

2,651

0.4 %

Apparel

2,544

0.3 %

Miscellaneous

1,270

0.2 %

Office Supplies

624

0.1 %

Total Portfolio

$ 733,395

100.0 %

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

(1)

Refer to footnote 1 on page 6 for the Company’s definition of Annualized Base Rent.

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 December 31, 2025:

Annualized

Percent of

State

Base Rent (1)

Annualized Base Rent

Texas

$ 50,474

6.9 %

Illinois

44,964

6.1 %

Ohio

39,176

5.3 %

Michigan

38,060

5.2 %

New York

36,303

5.0 %

Pennsylvania

35,627

4.9 %

Florida

34,465

4.7 %

North Carolina

34,010

4.6 %

California

32,190

4.4 %

Georgia

29,476

4.0 %

New Jersey

26,296

3.6 %

Wisconsin

20,690

2.8 %

Missouri

20,228

2.8 %

Louisiana

19,362

2.6 %

Virginia

17,825

2.4 %

Mississippi

17,078

2.3 %

Minnesota

16,472

2.2 %

South Carolina

16,448

2.2 %

Kansas

15,971

2.2 %

Indiana

15,283

2.1 %

Connecticut

14,519

2.0 %

Tennessee

13,618

1.9 %

Massachusetts

13,442

1.8 %

Alabama

13,408

1.8 %

Oklahoma

11,097

1.5 %

Other (2)

106,913

14.7 %

Total Portfolio

$ 733,395

100.0 %

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

(1)

Refer to footnote 1 on page 6 for the Company’s definition of Annualized Base Rent.

(2)

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

Capital Markets, Liquidity and Balance Sheet

Capital Markets

In November 2025, the Company entered into an agreement for an unsecured $350 million 5.5-year Term Loan. In anticipation of the new Term Loan, the Company entered into $350 million of forward-starting swaps to fix SOFR until maturity in May 2031. Including the impact of these swaps, the interest rate on the Term Loan is fixed at 4.02%. The Term Loan includes an accordion option that allows the Company to request additional lender commitments up to a total of $500 million. To date, no amounts have been drawn under the Term Loan, which has a 12-month delayed draw feature.

During the fourth quarter, the Company entered into forward sale agreements in connection with its ATM program to sell an aggregate of 1.5 million shares of common stock for anticipated net proceeds of $109.4 million. Additionally, the Company settled 5.9 million shares under existing forward sale agreements and received net proceeds of $428.3 million.

The following table presents the Company’s outstanding forward equity offerings as of December 31, 2025:

Anticipated Net

Forward Equity

Net Proceeds

Proceeds

Offerings

Sold

Settled

Remaining

Received

Remaining

Q4 2024 ATM Forward Offerings

739,013

570,736

168,277

42,200,880

12,836,102

Q1 2025 ATM Forward Offerings

2,408,201

—

2,408,201

—

180,713,253

Q2 2025 ATM Forward Offerings

362,021

—

362,021

—

27,283,625

April 2025 Forward Offering

5,175,000

—

5,175,000

—

385,775,550

Q4 2025 ATM Forward Offerings

1,505,746

—

1,505,746

—

109,448,973

Total Forward Equity Offerings

10,189,981

570,736

9,619,245

42,200,880

716,057,503

Liquidity

As of December 31, 2025, the Company had total liquidity of $2.0 billion, which includes $929.5 million of availability under its revolving credit facility after adjusting for outstanding commercial paper notes and revolver borrowings, $350.0 million of availability under the Term Loan, $716.1 million of outstanding forward equity, and $20.6 million of cash on hand. The Company’s $1.25 billion revolving credit facility includes an accordion option that allows the Company to request additional lender commitments of up to a total of $2.0 billion.

Balance Sheet

As of December 31, 2025, the Company’s net debt to recurring EBITDA was 4.9 times. The Company’s proforma net debt to recurring EBITDA was 3.8 times when deducting the $716.1 million of anticipated net proceeds from the outstanding forward equity offerings from the Company’s net debt of $3.3 billion as of December 31, 2025. The Company’s fixed charge coverage ratio was 4.2 times at year end.

The Company’s total debt to enterprise value was 27.4% as of December 31, 2025. 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 months and twelve months ended December 31, 2025, the Company's fully diluted weighted-average shares outstanding were 115.0 million and 111.2 million, respectively. The basic weighted-average shares outstanding for the three and twelve months ended December 31, 2025 were 114.7 million and 110.7 million, respectively.

For the three months and twelve months ended December 31, 2025, the Company's fully diluted weighted-average shares and units outstanding were 115.3 million and 111.5 million, respectively. The basic weighted-average shares and units outstanding for the three and twelve months ended December 31, 2025 were 115.0 million and 111.1 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 December 31, 2025, there were 347,619 Operating Partnership common units outstanding, and the Company held a 99.7% common interest in the Operating Partnership.

Conference Call/Webcast

The Company will host its quarterly analyst and investor conference call on Wednesday, February 11, 2026 at 9:00 AM ET. To participate in the conference call, please dial (800) 715-9871 approximately five minutes before the call begins.

Additionally, a webcast of the conference call will be available via the Company’s website. To access the webcast, visit www.agreerealty.com five minutes prior to the start 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 December 31, 2025, the Company owned and operated a portfolio of 2,674 properties, located in all 50 states and containing approximately 55.5 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 within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project” or other similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, the factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, including those set forth under the headings “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and subsequent quarterly 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.

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.

The Company defines the "all-in rate" as the interest rate that reflects the straight-line amortization of the terminated swap agreements and original issuance discount, as applicable.

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”.

AGREE REALTY CORPORATION

CONSOLIDATED BALANCE SHEETS

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

(Unaudited)

December 31,

2025

2024

ASSETS

Real estate investments

Land

2,895,495

2,514,167

Buildings

6,330,249

5,412,564

Less accumulated depreciation

(715,733

)

(564,429

)

8,510,011

7,362,302

Property under development

62,690

55,806

Net real estate investments

8,572,701

7,418,108

Cash and cash equivalents

16,295

6,399

Cash held in escrow

4,327

—

Accounts receivable - tenants, net

122,477

106,416

Lease intangibles, net of accumulated amortization of $576,945 and $461,419 at December 31, 2025 and December 31, 2024, respectively

1,000,967

864,937

Other assets, net

80,845

90,586

Total Assets

9,797,612

8,486,446

LIABILITIES

Mortgage notes payable, net

41,546

42,210

Unsecured term loan, net

348,074

347,452

Senior unsecured notes, net

2,584,608

2,237,759

Unsecured revolving credit facility and commercial paper notes

320,500

158,000

Dividends and distributions payable

32,158

27,842

Accounts payable, accrued expenses, and other liabilities

139,384

116,273

Lease intangibles, net of accumulated amortization of $49,797 and $46,003 at December 31, 2025 and December 31, 2024, respectively

60,189

46,249

Total Liabilities

3,526,459

2,975,785

Commitments and contingencies (Note 11)

EQUITY

Preferred stock, $.0001 par value per share, 4,000,000 shares authorized, 7,000 shares Series A outstanding, at stated liquidation value of $25,000 per share, at December 31, 2025 and December 31, 2024

175,000

Common stock, $.0001 par value, 360,000,000 and 180,000,000 shares authorized, 120,028,406 and 107,248,705 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

Additional paid-in-capital

6,679,142

5,765,582

Dividends in excess of net income

(618,675

)

(470,622

)

Accumulated other comprehensive income

35,506

40,076

Total equity - Agree Realty Corporation

6,270,985

5,510,046

Non-controlling interest

168

615

Total Equity

6,271,153

5,510,661

Total Liabilities and Equity

9,797,612

8,486,446

AGREE REALTY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

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

(Unaudited)

Three Months Ended

Twelve Months Ended

December 31,

2025

December 31,

2024

December 31,

2025

December 31,

2024

Revenues

Rental income

190,462

160,683

718,163

616,822

Other

235

273

Total Revenues

190,489

160,734

718,398

617,095

Operating Expenses

Real estate taxes

14,712

13,525

52,231

46,882

Property operating expenses

8,733

6,474

33,773

26,349

Land lease expense

551

367

2,143

1,618

General and administrative

11,072

8,897

44,062

37,233

Depreciation and amortization

63,436

56,566

239,308

206,987

Provision for impairment

1,600

—

11,872

7,224

Total Operating Expenses

100,104

85,829

383,389

326,293

Gain on sale of assets, net

2,209

406

5,416

11,508

Gain (loss) on involuntary conversion, net

(162

)

(30

)

(67

)

Income from Operations

92,432

75,335

340,395

302,243

Other (Expense) Income

Interest expense, net

(36,362

)

(29,095

)

(134,612

)

(108,904

)

Income and other tax expense

(260

)

(1,075

)

(1,735

)

(4,306

)

Other income

399

212

941

799

Net Income

56,209

45,377

204,989

189,832

Less net income attributable to non-controlling interest

172

138

640

635

Net income attributable to Agree Realty Corporation

56,037

45,239

204,349

189,197

Less Series A preferred stock dividends

1,859

7,437

Net Income Attributable to Common Stockholders

54,178

43,380

196,912

181,760

Net Income Per Share Attributable to Common Stockholders

Basic

0.47

0.42

1.77

1.79

Diluted

0.47

0.41

1.77

1.78

Other Comprehensive Income

Net income

56,209

45,377

204,989

189,832

Amortization of interest rate swaps

(1,078

)

(738

)

(3,770

)

(2,781

)

Change in fair value and settlement of interest rate swaps

5,068

22,428

(816

)

26,383

Total comprehensive income

60,199

67,067

200,403

213,434

Less comprehensive income attributable to non-controlling interest

183

211

624

715

Comprehensive Income Attributable to Agree Realty Corporation

60,016

66,856

199,779

212,719

Weighted Average Number of Common Shares Outstanding - Basic

114,695,645

103,336,203

110,723,375

101,099,252

Weighted Average Number of Common Shares Outstanding - Diluted

114,998,257

104,698,851

111,200,645

101,876,304

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

Twelve Months Ended

December 31,

2025

December 31,

2024

December 31,

2025

December 31,

2024

Reconciliation from Net Income to Funds from Operations

Net income

56,209

45,377

204,989

189,832

Less Series A preferred stock dividends

1,859

7,437

Net income attributable to Operating Partnership common unitholders

54,350

43,518

197,552

182,395

Depreciation of rental real estate assets

42,427

38,397

159,155

137,835

Amortization of lease intangibles - in-place leases and leasing costs

20,367

17,652

77,825

67,128

Provision for impairment

1,600

—

11,872

7,224

(Gain) loss on sale or involuntary conversion of assets, net

(2,047

)

(430

)

(5,386

)

(11,441

)

Funds from Operations - Operating Partnership common unitholders

116,697

99,137

441,018

383,141

Amortization of above (below) market lease intangibles, net and assumed mortgage debt discount, net

10,070

8,434

36,749

33,571

Core Funds from Operations - Operating Partnership common unitholders

126,767

107,571

477,767

416,712

Straight-line accrued rent

(4,582

)

(3,036

)

(17,356

)

(12,711

)

Stock-based compensation expense

3,297

2,812

12,991

10,805

Amortization of financing costs and original issue discounts

1,924

1,629

7,074

5,988

Non-real estate depreciation

642

517

2,328

2,024

Adjusted Funds from Operations - Operating Partnership common unitholders

128,048

109,493

482,804

422,818

Funds from Operations per common share and partnership unit - diluted

1.01

0.94

3.95

3.75

Core Funds from Operations per common share and partnership unit - diluted

1.10

1.02

4.28

4.08

Adjusted Funds from Operations per common share and partnership unit - diluted

1.11

1.04

4.33

4.14

Weighted average shares and Operating Partnership common units outstanding

Basic

115,043,264

103,683,822

111,070,994

101,446,871

Diluted

115,345,876

105,046,470

111,548,264

102,223,923

Additional supplemental disclosure

Scheduled principal repayments

263

246

1,026

963

Capitalized interest

530

473

2,027

1,599

Capitalized building improvements

6,222

2,401

12,086

12,905

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.

AGREE REALTY CORPORATION

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

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

(Unaudited)

Three months ended

December 31,

2025

Mortgage notes payable, net

41,546

Unsecured term loan, net

348,074

Senior unsecured notes, net

2,584,608

Unsecured revolving credit facility and commercial paper notes

320,500

Total Debt per the Consolidated Balance Sheet

3,294,728

Unamortized debt issuance costs and discounts, net

28,650

Total Debt

3,323,378

Cash and cash equivalents

(16,295

)

Cash held in escrows

(4,327

)

Net Debt

3,302,756

Anticipated Net Proceeds from Forward Equity Offerings

(716,058

)

Proforma Net Debt

2,586,698

Net Income

56,209

Interest expense, net

36,362

Income and other tax expense

260

Depreciation of rental real estate assets

42,427

Amortization of lease intangibles - in-place leases and leasing costs

20,367

Non-real estate depreciation

642

Provision for Impairment

1,600

(Gain) loss on sale or involuntary conversion of assets, net

(2,047

)

EBITDAre

155,820

Run-Rate Impact of Investment, Disposition and Leasing Activity

4,405

Amortization of above (below) market lease intangibles, net

9,988

Recurring EBITDA

170,213

Annualized Recurring EBITDA

680,852

Total Debt per the Consolidated Balance Sheet to Annualized Net Income

14.8x

Net Debt to Recurring EBITDA

4.9x

Proforma Net Debt to Recurring EBITDA

3.8x

Financial Measures

Total Debt and Net Debt

The Company defines Total Debt as debt per the consolidated balance sheet excluding unamortized debt issuance costs, original issue discounts and debt discounts. Net Debt is defined as Total Debt less cash, cash equivalents and cash held in escrows. The Company considers the non-GAAP measures of Total Debt and Net Debt to be key supplemental measures of the Company's overall liquidity, capital structure and leverage because they provide industry analysts, lenders and investors useful information in understanding our financial condition. The Company's calculation of Total Debt and Net Debt may not be comparable to Total Debt and Net Debt reported by other REITs that interpret the definitions 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.

Forward Offerings

The Company has 9,619,245 shares remaining to be settled under the Forward Equity Offerings. Upon settlement, the offerings are anticipated to raise net proceeds of approximately $716.1 million based on the applicable forward sale price as of December 31, 2025. The applicable forward sale price varies depending on the offering. The Company is contractually obligated to settle the offerings by certain dates between June 2026 and May 2027.

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.

Annualized Net Income

Represents net income for the three months ended December 31, 2025, on an annualized basis.

AGREE REALTY CORPORATION

RENTAL INCOME

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

(Unaudited)

Three months ended

Twelve months ended

December 31,

2025

2024

2025

2024

Rental Income Source (1)

Minimum rents (2)

174,209

147,839

655,997

568,961

Percentage rents (2)

134

2,387

1,752

Operating cost reimbursement (2)

21,525

18,123

78,837

66,634

Straight-line rental adjustments (3)

4,582

3,036

17,356

12,711

Amortization of (above) below market lease intangibles (4)

(9,988

)

(8,350

)

(36,414

)

(33,236

)

Total Rental Income

190,462

160,683

718,163

616,822

(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.