Agree Realty closes $400M of 5.650% notes due 2036

Agree Realty Corporation said that on September 22, 2026 its operating partnership, Agree Limited Partnership, completed an underwritten public offering of $400,000,000 aggregate principal amount of 5.650% Notes due 2036, fully and unconditionally guaranteed by Agree Realty and certain subsidiary guarantors, with net proceeds of approximately $390.1 million after the underwriting discount and estimated offering expenses.

Agree Limited Partnership closed a $400 million senior unsecured notes offering on September 22, 2026, adding 5.650% paper due October 15, 2036 under Agree Realty Corporation’s August 2020 base indenture.

$400 million of 5.650% notes due 2036

On September 22, 2026, Agree Limited Partnership (the Issuer), a Delaware limited partnership and subsidiary of Agree Realty Corporation (NYSE: ADC), completed an underwritten public offering of $400,000,000 aggregate principal amount of its 5.650% Notes due 2036. The notes are fully and unconditionally guaranteed by Agree Realty Corporation (the Parent Guarantor) and certain wholly owned subsidiaries of the Issuer that guarantee the Issuer’s debt or the debt of any other guarantor.

The terms are governed by an indenture dated as of August 17, 2020 among the Issuer, the Parent Guarantor, and U.S. Bank Trust Company, National Association, as successor trustee, as amended and supplemented by an Indenture Officer’s Certificate dated as of September 22, 2026. Copies of the Indenture Officer’s Certificate, the form of note, and the form of guarantee are filed with the Form 8-K as Exhibit 4.2 (the base indenture is incorporated by reference as Exhibit 4.1).

Interest accrues at 5.650% per annum. Interest payment dates are April 15 and October 15, beginning April 15, 2027, until the stated maturity date of October 15, 2036. Exhibit 4.2’s form of note lists CUSIP 008513 AG8 and ISIN US008513AG88.

Pricing, underwriters, and net proceeds

The Form 8-K states that the purchase price paid by the underwriters for the notes was 97.847% of the principal amount. Separately, Exhibit 4.2’s Indenture Officer’s Certificate states that the notes will be issued at a price equal to 98.497% of the principal amount. Item 8.01 reports that the offering closed on September 22, 2026 and resulted in net proceeds to the Issuer of approximately $390.1 million after deducting the underwriting discount and estimated offering expenses.

The underwriting agreement among the Issuer, the guarantors, and the underwriters is dated September 17, 2026 and is filed as Exhibit 1.1. PNC Capital Markets LLC, J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC acted as representatives of the several underwriters. The notes were offered under Agree Realty’s shelf registration statement on Form S-3 (File No. 333-295307), which became effective upon filing on April 24, 2026, together with the related base prospectus and a prospectus supplement dated September 17, 2026.

Ranking, redemption, and covenants

The notes are the Issuer’s senior unsecured obligations and rank equally in right of payment with the Issuer’s other existing and future senior unsecured indebtedness, including its 2.900% Notes due 2030, 2.000% Notes due 2028, 4.800% Notes due 2032, 2.600% Notes due 2033, 5.625% Notes due 2034, and 5.600% Notes due 2035. The Form 8-K also summarizes effective subordination to mortgage and other secured debt (to the extent of collateral), to liabilities of non-guarantor subsidiaries and equity-method entities, and to preferred equity not owned by the Issuer in those entities.

Prior to October 15, 2036, the Issuer may redeem the notes in whole or in part at a redemption price equal to the greater of 100% of the principal amount being redeemed or a make-whole premium calculated under the Indenture, plus accrued and unpaid interest, if any, to but excluding the redemption date. If notes are redeemed on or after July 15, 2036 (three months prior to maturity), the redemption price equals 100% of principal plus accrued and unpaid interest up to, but not including, the redemption date.

The Indenture contains restrictive covenants that, among other things, limit the ability of the guarantors and the Issuer to incur additional indebtedness and require maintenance of a pool of unencumbered assets. The Form 8-K description is a summary and is qualified by the Indenture itself.

Intended use of proceeds

Agree Realty’s final prospectus supplement states that the Issuer expects net proceeds of approximately $390.1 million and intends to use those proceeds for general corporate purposes, including to fund property acquisitions and development activity, or for the repayment or refinancing of outstanding indebtedness. As of June 30, 2026, Agree Realty reported a $1.25 billion unsecured revolving credit facility maturing August 8, 2028, with extension options to August 2029 subject to customary conditions, and notes outstanding under a commercial paper program. The prospectus supplement notes that affiliates of certain underwriters are lenders under the revolving credit facility and may receive a portion of the net proceeds to the extent proceeds reduce the outstanding balance thereunder. That use-of-proceeds language is intention and menu language; the Form 8-K does not report a settled allocation of the $390.1 million among acquisitions, development, revolver paydown, or commercial paper.