10q10k10q10k.net

What changed in AGREE REALTY CORP's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of AGREE REALTY CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+309 added−272 removedSource: 10-K (2026-02-10) vs 10-K (2025-02-11)

Top changes in AGREE REALTY CORP's 2025 10-K

309 paragraphs added · 272 removed · 225 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

49 edited+15 added−13 removed30 unchanged
Biggest changeAs a result, no future issuances will occur under the February 2024 ATM Program. 3 Table of Contents The following table summarizes the ATM programs that were in place during the years ended December 31, 2024, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Program Year ​ Program Size ($ million) ​ Total Forward Shares Sold ​ Total Forward Shares Settled ​ Total Forward Shares Outstanding as of December 31, 2024 ​ Total Net Proceeds Anticipated or Received from Shares Sold ($ million) February 2021 * $500.0 ​ 5,453,975 ​ 5,453,975 ​ - ​ $379.1 September 2022 * $750.0 ​ 10,217,973 ​ 10,217,973 ​ - ​ $670.3 February 2024 * $1,000.0 ​ 10,409,017 ​ 2,775,498 ​ 7,633,519 (1) ​ $706.0 October 2024 ​ $1,250.0 ​ 168,277 (3) ​ - ​ 168,277 (2) ​ $12.9 *Applicable ATM program terminated and no future forward sales will occur under the program.
Biggest changeThe following table summarizes the ATM programs that had activity during the year ended December 31, 2025 (dollars in millions) : Program Program Size Total Forward Shares Sold Total Forward Shares Settled Total Forward Shares Outstanding as of December 31, 2025 Total Net Proceeds Anticipated or Received from Forward Shares Sold February 2024 (1) $1,000.0 10,409,017 10,409,017 — $705.3 October 2024 $1,250.0 4,444,245 (2) — 4,444,245 (3) $330.3 (1) Applicable ATM program terminated and no future forward sales will occur under the program.
Factors that we consider when evaluating an investment include but are not limited to: ● Overall market-specific characteristics, such as demographics, market rents, competition and retail synergy; ● Asset-specific characteristics, such as the age, size, location, zoning, use and environmental history, accessibility, physical condition, signage and visibility of the property; ● Tenant-specific characteristics, including but not limited to the financial profile, operating history, business plan, 5 Table of Contents size, market positioning, geographic footprint, management team, industry and/or sector-specific trends and other characteristics specific to the tenant and parent thereof; ● Unit-level operating characteristics, including store sales performance and profitability, if available; ● Lease-specific terms, including term of the lease, rent to be paid by the tenant and other tenancy considerations; and ● Transaction considerations, such as purchase price, seller profile and other non-financial terms.
Factors that we consider when evaluating an investment include but are not limited to: • Overall market-specific characteristics, such as demographics, market rents, competition and retail synergy; • Asset-specific characteristics, such as the age, size, location, zoning, use and environmental history, accessibility, physical condition, signage and visibility of the property; • Tenant-specific characteristics, including but not limited to the financial profile, operating history, business plan, size, market positioning, geographic footprint, management team, industry and/or sector-specific trends and other characteristics specific to the tenant and parent thereof; • Unit-level operating characteristics, including store sales performance and profitability, if available; • Lease-specific terms, including term of the lease, rent to be paid by the tenant and other tenancy considerations; and • Transaction considerations, such as purchase price, seller profile and other non-financial terms.
There can be no assurance that we will be able to compete successfully with such entities in our acquisition, development and leasing activities in the future. Significant Tenants No tenant accounted for more than 10.0% of our annualized base rent as of December 31, 2024.
There can be no assurance that we will be able to compete successfully with such entities in our acquisition, development and leasing activities in the future. Significant Tenants No tenant accounted for more than 10.0% of our annualized base rent as of December 31, 2025.
We are committed to managing the Company for the benefit of our stockholders and are focused on maintaining good corporate governance. Our board of directors has 10 directors, eight of whom are independent. Six new independent directors have been added since 2018. Independent directors meet regularly, without the presence of officers or team members.
We are committed to managing the Company for the benefit of our stockholders and are focused on maintaining good corporate governance. Our board of directors has ten directors, eight of whom are independent. Six new independent directors have been added since 2018. Independent directors meet regularly, without the presence of officers or team members.
As of December 31, 2024, we have not received notice from any governmental authority, nor are we otherwise aware, of any non-compliance with the ADA that we believe would have a material adverse effect on our business, financial position or results of operations.
As of December 31, 2025, we have not received notice from any governmental authority, nor are we otherwise aware, of any non-compliance with the ADA that we believe would have a material adverse effect on our business, financial position or results of operations.
The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership of which the Company is the sole general partner and in which it held a 99.7% common interest as of December 31, 2024.
The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership of which the Company is the sole general partner and in which it held a 99.7% common interest as of December 31, 2025.
The Company executed an ongoing sustainability and ESG strategy to enhance our oversight structure, risk management, policies, data collection, reporting, and stakeholder engagement. Additionally, the Company received Gold Level recognition from Green Lease Leaders for two consecutive years.
The Company executed an ongoing sustainability and ESG strategy to enhance our oversight structure, risk management, policies, data collection, reporting, and stakeholder engagement. Additionally, the Company received Gold Level recognition from Green Lease Leaders for three consecutive years.
Time-vested stock grants to officers and team members vest over a three-year period to provide long-term alignment, while performance-based stock grants to named 9 Table of Contents executive officers utilize total shareholder return, with the amount of the grants intended to increase as total returns to stockholders increase, further enhancing alignment.
Time-vested stock grants to officers and team members vest over a three-year period to provide long-term alignment, while performance-based stock grants to named executive officers utilize total shareholder return, with the amount of the grants intended to increase as total returns to stockholders increase, further enhancing alignment.
Common cash dividends were paid quarterly for 107 consecutive quarters between 1994 and 2020 prior to moving to monthly common cash dividends in 2021. We have since paid 48 consecutive monthly dividends.
Common cash dividends were paid quarterly for 107 consecutive quarters between 1994 and 2020 prior to moving to monthly common cash dividends in 2021. We have since paid 60 consecutive monthly dividends.
A significant majority of the Company’s properties are leased to national tenants and approximately 68.2% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners.
A significant majority of the Company’s properties are leased to national tenants and approximately 66.8% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners.
These programs not only include wages and incentives, but also health, welfare, and retirement benefits. ​ Our compensation philosophies include: ​ ● Total compensation that is both fair and competitive. The Company seeks fairness in total compensation with reference to external and internal comparisons. ● Attract, retain and motivate team members.
These programs not only include wages and incentives, but also health, welfare, and retirement benefits. 7 Table of Contents Our compensation philosophies include: • Total compensation that is both fair and competitive. The Company seeks fairness in total compensation with reference to external and internal comparisons. • Attract, retain and motivate team members.
We focus on four core principles that underlie our investment criteria: ● Omni-channel critical (e-commerce resistance), focusing on leading operators that have matured in omni-channel structure or those in e-commerce resistant sectors; ● Recession resistance, emphasizing a balanced portfolio with exposure to counter-cyclical sectors and retailers with strong credit profiles; ● Avoidance of private equity sponsorship, emphasizing leading operators with strong balance sheets and minimizing exposure to the possibility of such sponsorship overleveraging their acquisitions and reducing retailers’ abilities to invest in their businesses; and ● Adherence to strong real estate fundamentals and fungible buildings, protecting against unforeseen changes to our investment philosophies. ​ Each platform leverages the Company’s real estate acumen to pursue investments in net lease retail real estate.
We focus on four core principles that underlie our investment criteria: • Omni-channel critical (e-commerce resistance), focusing on leading operators that have matured in omni-channel structure or those in e-commerce resistant sectors; • Recession resistance, emphasizing a balanced portfolio with exposure to counter-cyclical sectors and retailers with strong credit profiles; • Avoidance of private equity sponsorship, emphasizing leading operators with strong balance sheets and minimizing exposure to the possibility of such sponsorship overleveraging their acquisitions and reducing retailers’ abilities to invest in their businesses; and • Adherence to strong real estate fundamentals and fungible buildings, protecting against unforeseen changes to our investment philosophies.
As of December 31, 2024, the Company’s ratio of total debt to enterprise value, assuming the conversion of common limited partnership interests in the Operating Partnership (“Operating Partnership Common Units”) into shares of common stock, was approximately 26.6%, and its ratio of total debt to total gross assets (before accumulated depreciation) was approximately 31.1%.
As of December 31, 2025, the Company’s ratio of total debt to enterprise value, assuming the conversion of common limited partnership interests in the Operating Partnership (“Operating Partnership Common Units”) into shares of common stock, was approximately 27.4%, and its ratio of total debt to total gross assets (before accumulated depreciation) was approximately 31.6%.
The portfolio was approximately 99.6% leased and had a weighted average remaining lease term of approximately 7.9 years.
The portfolio was approximately 99.7% leased and had a weighted average remaining lease term of approximately 7.8 years.
Our properties are designed and built to require minimal capital improvements other than renovations or alterations, typically paid for by tenants. Personnel from our corporate headquarters conduct regular inspections of each property, maintain regular contact with major tenants and engage in consistent dialogue to understand store performance and tenant sustainability.
Our properties are designed and built to require minimal capital improvements other than renovations or alterations, typically paid for by tenants. Company personnel conduct regular inspections, maintain regular contact with major tenants and engage in consistent dialogue to understand store performance and tenant sustainability.
As of December 31, 2024, the Company had 75 full-time employees, covering accounting, acquisitions, asset management, development and construction, finance, information technology, legal, and people and culture. The Company was incorporated in December 1993 under the laws of the State of Maryland.
As of December 31, 2025, the Company had 90 full-time employees, covering accounting, acquisitions, asset management, development and construction, finance, information technology, legal, due diligence, and people and culture. The Company was incorporated in December 1993 under the laws of the State of Maryland.
Recent Developments For a discussion of business developments that occurred in 2024, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” later in this report. Certain summarized highlights are contained below. Investments and Disposition Activity During 2024, the Company completed approximately $939.2 million of investments in net leased retail real estate.
Recent Developments For a discussion of business developments that occurred in 2025, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” later in this report. Certain summarized highlights are contained below. Investments and Disposition Activity During 2025, the Company completed approximately $1.57 billion of investments in net leased retail real estate.
Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership. As of December 31, 2024, the Company’s portfolio consisted of 2,370 properties located in all 50 states and totaling approximately 48.8 million square feet of Gross Leasable Area (“GLA”).
Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership. As of December 31, 2025, the Company’s portfolio consisted of 2,674 properties located in all 50 states and totaling approximately 55.5 million square feet of Gross Leasable Area (“GLA”).
The Company’s reports are electronically filed with or furnished to the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Exchange Act and can be accessed through this site, free of charge, as soon as reasonably practicable after we electronically file or furnish such reports. These filings are also available on the SEC’s website at www.sec.gov.
Available Information The Company’s reports are electronically filed with or furnished to the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Exchange Act and can be accessed through the SEC's website, www.sec.gov, as soon as reasonably practicable after we electronically file or furnish such reports.
We have a management information system designed to provide our management with the operating data necessary to make informed business decisions on a timely basis. This system provides us rapid access to lease data, tenants’ sales history, cash flow budgets and forecasts.
We have a management information system designed to provide our management with the operating data necessary to make informed business decisions on a timely basis. This system provides us rapid access to lease data, tenants’ sales history, cash flow budgets and forecasts. Such a system helps us to maximize cash flow from operations and closely monitor corporate expenses.
We all roll up our sleeves and dig in, no matter the task. ● Brick by Brick - We achieve results by making consistent, disciplined decisions. ● Greatness Requires Grit - We have a resilient mindset to achieve and exceed our goals. 7 Table of Contents ● Punch Your Ticket - We push ourselves to be the best we can at our position and embrace the opportunities that new challenges present. ​ We work to attract the best talent externally to meet the current and future demands of our business.
We all roll up our sleeves and dig in, no matter the task. • Brick by Brick - We achieve results by making consistent, disciplined decisions. • Greatness Requires Grit - We have a resilient mindset to achieve and exceed our goals. • Punch Your Ticket - We push ourselves to be the best we can at our position and embrace the opportunities that new challenges present.
The December 2024 dividend per share of $0.253 represents an annualized dividend of $3.036 per share and an annualized dividend yield of approximately 4.3% based on the last reported sales price of our common stock listed on the NYSE of $70.45 on December 31, 2024. The Company has routinely paid cash dividends to our common shareholders.
The December 2025 dividend per share of $0.262 represents an annualized dividend of $3.144 per share and an annualized dividend yield of approximately 4.4% based on the last reported sales price of our common stock listed on the NYSE of $72.03 on December 31, 2025. The Company has routinely paid cash dividends to our common shareholders.
The Company seeks to align these interests by providing a significant portion of executive officer compensation in the form of restricted common stock and performance units.
The Company seeks to align these interests by providing a significant portion of executive officer compensation in the form of restricted common stock and performance units. In addition, all team members are eligible to receive a portion of compensation in the form of restricted common stock.
As such, we compete with other investors for a limited supply of properties and financing for these properties. Investors include traded and non-traded public REITs, private equity firms, institutional investment funds, insurance companies and private individuals, many of which have greater financial resources than we do and the ability to accept more risk than we believe we can prudently manage.
Investors include traded and non-traded public REITs, private equity firms, institutional investment funds, insurance companies and private individuals, many of which have greater financial resources than we do and the ability to accept more risk than we believe we can prudently manage.
The Company pays 100% of medical premiums for team members and their families for two plan options. ​ Environmental, Social and Governance (“ESG”) As part of the Company’s commitment to continuously improving our understanding of and performance across material ESG topics, the Company engaged a third-party consultant since 2022 to help identify opportunities for improvement 8 Table of Contents across our programs, policies, and disclosures to meet the expectations of our stakeholders.
Environmental, Social and Governance (“ESG”) As part of the Company’s commitment to continuously improving our understanding of and performance across material ESG topics, the Company engaged a third-party consultant since 2022 to help identify opportunities for improvement across our programs, policies, and disclosures to meet the expectations of our stakeholders.
As of December 31, 2024, our total debt outstanding before deferred financing costs and original issue discount was $2.81 billion, including $43.9 million of secured mortgage debt that had a weighted average fixed interest rate of 3.73% and a weighted average maturity of 4.8 years, $2.61 billion of unsecured borrowings, which includes $350.0 million of unsecured term loans and $2.26 billion of unsecured notes, that had a weighted average fixed interest rate of 3.87% (including the effects of interest rate swap agreements) and a weighted average maturity of 6.2 years, and $158.0 million of floating rate borrowings under our Revolving Credit Facility at an interest rate of approximately 5.29%.
As of December 31, 2025, our total debt outstanding before deferred financing costs and original issue discount was $3.32 billion, including $42.9 million of secured mortgage debt that had a weighted average fixed interest rate of 3.67% and a weighted average maturity of 3.9 years, $2.96 billion of unsecured borrowings, which includes $350.0 million of unsecured term loans and $2.61 billion of unsecured notes, that had a weighted average fixed interest rate of 4.05% (including the effects of interest rate swap agreements) and a weighted average maturity of 5.9 years, and $320.5 million of borrowings under our Revolving Credit Facility and Commercial Paper Program at an interest rate of approximately 3.94%.
Our team members are paid commensurate with their qualifications, responsibilities, productivity, quality of work and adherence to our core values. The Agree Culture Committee is composed of team members from departments throughout the organization.
Alignment of individual, team, corporate and stockholder objectives provides for continuity, teamwork and increased collaboration. Our team members are paid commensurate with their qualifications, responsibilities, productivity, quality of work and adherence to our core values. The Agree Culture Committee is composed of team members from departments throughout the organization.
(3) After considering the shares of common stock sold subject to forward sale agreements under the October 2024 ATM Program, the Company had approximately $1.24 billion of availability under the October 2024 ATM Program as of December 31, 2024.
(2) After considering the shares of common stock sold subject to forward sale agreements under the program, the Company had approximately $914.5 million of availability under the October 2024 Program as of December 31, 2025.
Total investment volume includes the acquisition of 242 properties for an aggregate purchase price of approximately $866.6 million, and the completed development of 21 properties for an aggregate cost of approximately $72.7 million. These properties are net leased to tenants operating in 27 sectors and are located in 45 states.
Total investment volume includes the acquisition of 305 properties for an aggregate purchase price of approximately $1.44 billion, and the completed development of 21 properties for an aggregate cost of approximately $131.2 million. These properties are net leased to tenants operating in 29 sectors and are located in 41 states.
We seek to expand and enhance our portfolio by identifying the best risk-adjusted investment opportunities across our three external avenues for growth: development, Developer Funding Platform (“DFP”) and acquisitions.
We believe that a diversified portfolio of such properties provides for stable and predictable cash flow. 4 Table of Contents We seek to expand and enhance our portfolio by identifying the best risk-adjusted investment opportunities across our three external avenues for growth: development, Developer Funding Platform (“DFP”) and acquisitions.
Our leases are typically long-term net leases that require the tenant to pay all property operating expenses, including real estate taxes, insurance and maintenance. We believe that a diversified portfolio of such properties provides for stable and predictable cash flow.
Our leases are typically long-term net leases that require the tenant to pay all property operating expenses, including real estate taxes, insurance and maintenance.
As of December 31, 2024, the Revolving Credit Facility had a $158.0 million outstanding balance and bore interest of 5.29%, which is comprised of SOFR of 4.46%, the pricing grid spread of 72.5 basis points, and the 10 basis point SOFR adjustment. 4 Table of Contents Business Strategies Our primary business objectives are to capitalize on distinct market positioning in the retail net lease space, focus on 21st century industry-leading retailers through our external growth platforms, leverage our real estate acumen and relationships to identify superior risk-adjusted opportunities, maintain a conservative and flexible capital structure that enables growth, and provide consistent, high-quality earnings growth and a well-covered growing dividend.
Business Strategies Our primary business objectives are to capitalize on distinct market positioning in the retail net lease space, focus on 21st century industry-leading retailers through our external growth platforms, leverage our real estate acumen and relationships to identify superior risk-adjusted opportunities, maintain a conservative and flexible capital structure that enables growth, and provide consistent, high-quality earnings growth and a well-covered growing dividend.
We have obtained a Phase I environmental study (which involves inspection without soil sampling or ground water analysis) conducted by independent environmental consultants on each of our properties and, in certain instances, have conducted additional investigation, including Phase II environmental assessments.
We have obtained a Phase I environmental study (which involves inspection without soil sampling or ground water analysis) conducted by independent environmental consultants on each of our properties and, in certain instances, have conducted additional investigation, including Phase II environmental assessments. 6 Table of Contents We have no knowledge of any hazardous substances existing on our properties in violation of any applicable laws; however, no assurance can be given that such substances are not currently located on any of our properties.
We continue working with our tenants and consultant to update our greenhouse gas emissions inventory. ​ Social, Company Culture and Team Members The “Agree Wellness Program” focuses on physical and financial wellness to enhance team members’ well-being. The Company believes that team members who are healthy, fit, financially secure and motivated are team members who achieve personal and professional success.
Social, Company Culture and Team Members The “Agree Wellness Program” focuses on physical and financial wellness to enhance team members’ well-being. The Company believes that team members who are healthy, fit, financially secure and motivated are team members who achieve personal and professional success. Ongoing professional development is offered to help all team members advance their careers.
The Company’s website also contains copies of its corporate governance guidelines and code of business conduct and ethics, as well as the charters of its audit, compensation and nominating and governance committees. The information on the Company’s website is not part of this report.
These filings are also available on the Company's website, free of charge, at www.agreerealty.com. The Company’s website also contains copies of its corporate governance guidelines and code of business conduct and ethics, as well as the charters of its audit, compensation and nominating and governance committees.
Insurance coverages are provided for all team members and their dependents, including medical, dental, vision, disability, and life insurance. The Company pays 100% of short-term, long-term, and life insurance premiums for team members and their families.
The “Agree Wellness Program” affords team members paid time off and holidays, fully equipped on-site fitness amenities, and leaves of absence for specified events. Insurance coverages are provided for all team members and their dependents, including medical, dental, vision, disability, and life insurance. The Company pays 100% of short-term, long-term, and life insurance premiums for team members and their families.
This is particularly meaningful because the Company’s portfolio is primarily comprised of properties that are leased to tenants under long-term net leases where the tenant is generally responsible for maintaining the property and implementing environmentally responsible practices. ​ We engaged with our retail partners on shared sustainability initiatives at our properties, and executed green leases with various tenants, as well as systematically monitored ESG policies for current and prospective tenants.
This is particularly meaningful because the Company’s portfolio is primarily comprised of properties that are leased to tenants under long-term net leases where the tenant is generally responsible for maintaining the property and implementing environmentally responsible practices.
In addition to its common dividends, the Company paid monthly cash dividends on its 4.25% Series A Cumulative Redeemable Preferred Stock. Financing Equity The Company enters into at-the-market (“ATM”) programs through which the Company, from time to time, sells shares of common stock and/or enters into forward sale agreements.
The Company enters into at-the-market (“ATM”) programs through which the Company, from time to time, sells shares of common stock and/or enters into forward sale agreements.
We continually evaluate our financing policies on an on-going basis in light of current economic conditions, access to various capital markets, relative costs of equity and debt securities, the market value of our properties and other factors.
We continually evaluate our financing policies on an on-going basis in light of current economic conditions, access to various capital markets, relative costs of equity and debt securities, the market value of our properties and other factors. 5 Table of Contents Additionally, we sell common stock through forward sale agreements, enabling the Company to set the price of shares upon pricing the offering while delaying the issuance of shares and the receipt of the net proceeds by the Company.
To empower team members to reach their potential, the Company provides a range of on-the-job training and mentoring, knowledge sharing, continuing education and “lunch-and-learn” programs.
Talent Management Professional development is a cornerstone of our talent management system, and we diligently work to develop talent from within. We emphasize professional development through both technical and soft-skill development and training. To empower team members to reach their potential, the Company provides a range of on-the-job training and mentoring, knowledge sharing, continuing education and “lunch-and-learn” programs.
Human Capital Team Members and Values As of December 31, 2024, the Company had 75 full-time team members covering acquisitions, development, legal, asset management, accounting, finance, administrative, and executive functions as compared to 72 full-time team members as of December 31, 2023. ​ Our core values are the foundation of our Company culture and include: ● We All Do the Dishes - We are a team.
Human Capital Team Members and Values As of December 31, 2025, the Company had 90 full-time team members covering accounting, acquisitions, asset management, development and construction, finance, information technology, legal, due diligence, and people and culture as compared to 75 full-time team members as of December 31, 2024.
Such a system helps us to maximize cash flow from operations and closely monitor corporate expenses. 6 Table of Contents Competition The U.S. commercial real estate investment market is a highly competitive industry. We actively compete with many entities engaged in the acquisition, development and operation of commercial properties.
Competition The U.S. commercial real estate investment market is a highly competitive industry. We actively compete with many entities engaged in the acquisition, development and operation of commercial properties. As such, we compete with other investors for a limited supply of properties and financing for these properties.
We utilize social media, professional recruiters and other organizations to find motivated and talented team members and employ competency-based behavioral interviewing techniques. ​ Talent Management ​ Professional development is a cornerstone of our talent management system, and we diligently work to develop talent from within. We emphasize professional development through both technical and soft-skill development and training.
We work to attract the best talent externally to meet the current and future demands of our business. We utilize social media, professional recruiters and other organizations to find motivated and talented team members and employ competency-based behavioral interviewing techniques.
Leasing During 2024, excluding properties that were sold, the Company executed new leases, extensions or options on approximately 2,041,000 square feet of GLA throughout its portfolio. The annualized base contractual rent associated with these new leases, extensions or options is approximately $19.8 million.
During 2025, the Company sold 22 assets and land parcels for net proceeds of $42.1 million and recorded a net gain of $5.4 million. 2 Table of Contents Leasing During 2025, excluding properties that were sold, the Company executed new leases, extensions or options on approximately 3,033,000 square feet of GLA throughout its portfolio.
Dividends The Company increased its monthly dividend per common share from $0.247 to $0.25 in April 2024 and further increased the monthly dividend per common share to $0.253 in October 2024.
The annualized base contractual rent associated with these new leases, extensions or options is approximately $29.7 million. Dividends The Company increased its monthly dividend per common share from $0.253 to $0.256 in April 2025 and further increased the monthly dividend per common share to $0.262 in October 2025.
We support team members with cash compensation plans, equity ownership programs, retirement plans and ongoing access to financial planning resources. Team members are compensated for their performance and rewarded for their outstanding work. Alignment of individual, team, corporate and stockholder objectives provides for continuity, teamwork and increased collaboration.
The Company supports healthy living through enhanced health insurance, an on-site gym, training and education, various complementary meal programs and many other benefits. 8 Table of Contents We support team members with cash compensation plans, equity ownership programs, retirement plans and ongoing access to financial planning resources. Team members are compensated for their performance and rewarded for their outstanding work.
Specifically, the programs include a base salary, incentive compensation through annual cash bonuses and equity participation, and a retirement plan with Company match. ​ The “Agree Wellness Program” affords team members paid time off and holidays, fully equipped on-site fitness amenities, and leaves of absence for specified events.
The structure of our compensation programs balance incentive earnings for both short-term and long-term performance. Specifically, the programs include a base salary, incentive compensation through annual cash bonuses and equity participation, and a retirement plan with Company match.
These assets are leased for a weighted average lease term of approximately 10.6 years. 2 Table of Contents During 2024, the Company sold 26 assets and land parcels for net proceeds of $94.3 million and recorded a net gain of $11.5 million.
These assets are leased for a weighted average lease term of approximately 11.5 years.
Ongoing professional development is offered to help all team members advance their careers. The Company regularly sponsors local charities and has received numerous local awards recognizing its outstanding corporate culture and wellness initiatives. The Company supports healthy living through enhanced health insurance, an on-site gym, training and education, various complementary meal programs and many other benefits.
The Company regularly sponsors local charities and has received numerous local awards recognizing its outstanding corporate culture and wellness initiatives.
Removed
In October 2024, the Company entered into a $1.25 billion ATM program (the “October 2024 ATM Program”). The previous $1.00 billion ATM program (the “February 2024 ATM Program”) was terminated following the establishment of the October 2024 ATM Program.
Added
In addition to its common dividends, the Company paid monthly cash dividends on its 4.25% Series A Cumulative Redeemable Preferred Stock. Financing Equity In April 2025, the Company completed a follow-on public offering of 5,175,000 shares of common stock, including the full exercise of the underwriters’ option to purchase an additional 675,000 shares in connection with the forward sale agreements.
Removed
(1) The Company is required to settle the outstanding shares of common stock under the February 2024 ATM Program between June 2025 and October 2025. (2) The Company is required to settle the outstanding shares of common stock under the October 2024 ATM Program by June 2026.
Added
As of December 31, 2025, the Company has not settled any of these shares. The offering is anticipated to raise net proceeds of approximately $385.8 million after deducting fees and expenses and making certain adjustments as provided in the forward sale agreements.
Removed
The following table summarizes the ATM activity completed during the years ended December 31, 2024, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ Shares of common stock sold under the ATM programs ​ 10,598,037 ​ 5,846,998 ​ 7,678,911 ​ Shares of common stock settled under the ATM programs ​ 6,630,112 ​ 6,117,768 ​ 5,699,566 ​ Net proceeds received (in millions) ​ $403.8 ​ $415.4 ​ $397.2 ​ ​ Debt In May 2024, the Operating Partnership completed an underwritten public offering of $450.0 million in aggregate principal amount of its 5.625% Notes due 2034 (the “2034 Senior Unsecured Public Notes”).
Added
(3) The Company is required to settle the outstanding forward shares of common stock under the program by dates between June 2026 and May 2027. 3 Table of Contents The following table summarizes the ATM activity completed during the year ended December 31, 2025: Year Ended December 31, 2025 Shares of common stock sold under the ATM programs 4,275,968 Shares of common stock settled under the ATM programs 7,633,519 Net proceeds received (in millions) $538.3 Debt During 2025, the Company completed the following debt activities: • Established a $625.0 million commercial paper program (the “Commercial Paper Program”), pursuant to which it may issue short-term, fixed rate, unsecured commercial paper notes (the “Commercial Paper Notes”).
Removed
The public offering was priced at 98.83% of the principal amount, resulting in net proceeds of $444.7 million. Upon completion of the underwritten public offering, the Company terminated $150.0 million of forward-starting interest rate swap agreements as well as the $150.0 million US Treasury lock that hedged the 2034 Senior Unsecured Public Notes, receiving $4.4 million, net upon termination.
Added
The Commercial Paper Notes can have maturities of up to 397 days from the date of issue and are guaranteed by the Company and certain wholly owned subsidiaries of the Operating Partnership .
Removed
The proceeds from the underwritten public offering were used for general corporate purposes, including to reduce amounts outstanding under the Revolving Credit Facility (as defined below) and to fund property acquisitions and development activity.
Added
The Company’s Revolving Credit Facility (as defined below) serves as a liquidity backstop for the repayment of the Commercial Paper Notes outstanding. • Completed an underwritten public offering of $400.0 million in aggregate principal amount of its 5.600% Notes due 2035 (the “2035 Senior Unsecured Public Notes”).
Removed
In August 2024, the Company entered into the Fourth Amended and Restated Revolving Credit Agreement which provides a $1.25 billion senior unsecured revolving credit facility (the “Revolving Credit Facility”).
Added
The public offering was priced at 99.297% of the principal amount, resulting in proceeds of $397.2 million before deducting debt issuance costs.
Removed
The Revolving Credit Facility's interest rate is based on a pricing grid with a range of 72.5 to 140 basis points over SOFR, determined by the Company's credit ratings and leverage ratio, plus a SOFR adjustment of 10 basis points.
Added
In connection with the underwritten public offering, the Company terminated $325.0 million of forward-starting interest rate swap agreements that hedged the 2035 Senior Unsecured Public Notes, receiving $13.6 million, net upon termination. • Closed on an unsecured $350.0 million 5.5-year delayed draw term loan (the "2031 Unsecured Term Loan") which includes an accordion option that allows the Company to request additional lender commitments up to a total of $500.0 million and matures in May 2031.
Removed
The margins for the Revolving Credit Facility are subject to adjustment based on changes in the Company's leverage ratio and credit ratings.
Added
As of December 31, 2025, the Company had not drawn any amounts under the 2031 Unsecured Term Loan. Borrowings under the 2031 Unsecured Term Loan are priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings.
Removed
Additionally, we sell common stock through forward sale agreements, enabling the Company to set the price of shares upon pricing the offering while delaying the issuance of shares and the receipt of the net proceeds by the Company.
Added
Based on the Company’s credit ratings at the time of closing, pricing on the 2031 Unsecured Term Loan was 80 basis points over SOFR.
Removed
We have no knowledge of any hazardous substances existing on our properties in violation of any applicable laws; however, no assurance can be given that such substances are not currently located on any of our properties.
Added
The Company used the existing $350.0 million of forward starting interest rate swaps to hedge the variable SOFR priced interest to a weighted average fixed rate of 3.22% until May 2031. • Amended the Revolving Credit Facility and 2029 Unsecured Term Loan to reduce the SOFR adjustment from 10 basis points to zero basis points. • Repaid the $50.0 million 2025 Senior Unsecured Notes at maturity.
Removed
In addition, all team members are eligible to receive a portion of compensation in the form of restricted common stock. ​ The structure of our compensation programs balance incentive earnings for both short-term and long-term performance.
Added
Each platform leverages the Company’s real estate acumen to pursue investments in net lease retail real estate.
Removed
Available Information We make available free of charge through our website at www.agreerealty.com all reports we electronically file with, or furnish to, the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, as soon as reasonably practicable after those documents are filed with, or furnished to, the SEC.
Added
Our core values are the foundation of our Company culture and include: • We All Do the Dishes - We are a team.
Removed
These filings are also accessible on the SEC’s website at www.sec.gov.
Added
The Company pays 100% of medical premiums for team members and their families for two plan options.
Added
We engaged with our retail partners on shared sustainability initiatives at our properties, and executed green leases with various tenants, as well as systematically monitored ESG policies for current and prospective tenants. We continue working with our tenants and consultant to update our greenhouse gas emissions inventory.
Added
Within the time period required by the SEC, the Company will post on its website any amendment to its code of business conduct and ethics and any waiver applicable to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The information on the Company’s website is not part of this report.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

69 edited+22 added−8 removed127 unchanged
Biggest changePotential consequences of changes in economic and financial conditions include: ● Changes in the performance of our tenants, which may result in lower rent and lower recoverable expenses that the tenant can afford to pay and tenant defaults under the leases; ● Current or potential tenants may delay or postpone entering into long-term net leases with us; ● The ability to borrow on terms and conditions that we find acceptable may be limited or unavailable, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from acquisition and development activities, reduce our ability to make cash distributions to our stockholders and increase our future interest expense; ● Our ability to access the capital markets may be restricted at a time when we would like, or need, to access those markets, which could have an impact on our flexibility to react to changing economic and business conditions; ● The recognition of impairment charges on or reduced values of our properties, which may adversely affect our results of operations or limit our ability to dispose of assets at attractive prices and may reduce the availability of buyer financing; and ● One or more lenders under our revolving credit facility could fail and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all. ​ We are also limited in our ability to reduce costs to offset the results of a prolonged or severe economic downturn given certain fixed costs and commitments associated with our operations, which could materially impact our results of operations and/or financial condition. 10 Table of Contents Our business is significantly dependent on single tenant properties.
Biggest changePotential consequences of changes in economic and financial conditions include: • Changes in the performance of our tenants, which may result in lower rent and lower recoverable expenses that the tenant can afford to pay and tenant defaults under the leases; • Current or potential tenants may delay or postpone entering into long-term net leases with us; • The ability to borrow on terms and conditions that we find acceptable may be limited or unavailable, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from acquisition and development activities, reduce our ability to make cash distributions to our stockholders and increase our future interest expense; • Our ability to access the capital markets may be restricted at a time when we would like, or need, to access those markets, which could have an impact on our flexibility to react to changing economic and business conditions; • The recognition of impairment charges on or reduced values of our properties, which may adversely affect our results of operations or limit our ability to dispose of assets at attractive prices and may reduce the availability of buyer financing; and • One or more lenders under our revolving credit facility could fail and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.
The extent to a future pandemic impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence. A future pandemic precludes any prediction as to the full adverse impacts on our business.
The extent to which a future pandemic impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence. A future pandemic precludes any prediction as to the full adverse impacts on our business.
Certain provisions of Maryland law may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under certain circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then prevailing market price of such shares, including: ● “Business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the stockholder 18 Table of Contents becomes an interested stockholder and thereafter would require the recommendation of our board of directors and impose special appraisal rights and special stockholder voting requirements on these combinations; and ● “Control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
Certain provisions of Maryland law may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under certain circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then prevailing market price of such shares, including: • “Business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the stockholder becomes an interested stockholder and thereafter would require the recommendation of our board of directors and impose special appraisal rights and special stockholder voting requirements on these combinations; and • “Control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
An epidemic or pandemic could have a material and adverse effect on or cause disruption to our business or financial condition, results of operations, cash flows and the market value and trading price of our securities due to, among other factors: ● A complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant action; ● Reduced economic activity could severely impact our tenants’ businesses, financial condition and liquidity and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations; ● Reduced economic activity could result in a prolonged recession, which could negatively impact consumer discretionary spending; ● Difficulty accessing debt and equity capital on attractive terms, or at all, potential impacts to our credit ratings, and a prolonged severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations or address maturing liabilities on a timely basis and our tenants’ ability to fund their business operations and meet their obligations to us; ● Negative impacts to our future compliance with financial covenants of our Revolving Credit Facility and other debt agreements could result in a default and potentially an acceleration of indebtedness, which non-compliance could negatively impact our ability to make additional borrowings under our Revolving Credit Facility and pay dividends; ● Any impairment in value of our tangible or intangible assets which could be recorded as a result of weaker economic conditions; 23 Table of Contents ● A decline in business activity and demand for real estate transactions could adversely affect our ability or desire to grow our portfolio of properties; ● A deteriorati on in our or our tenants’ ability to operate in affected areas or delays in the supply of products or services to us or our tenants from vendors that are needed for our or our tenants’ efficient operations could adversely affect our operations and those of our tenants; and ● The potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, could result in a deterioration in our ability to ensure business continuity during this disruption.
An epidemic or pandemic could have a material and adverse effect on or cause disruption to our business or financial condition, results of operations, cash flows and the market value and trading price of our securities due to, among other factors: • A complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant action; • Reduced economic activity could severely impact our tenants’ businesses, financial condition and liquidity and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations; • Reduced economic activity could result in a prolonged recession, which could negatively impact consumer discretionary spending; • Difficulty accessing debt and equity capital on attractive terms, or at all, potential impacts to our credit ratings, and a prolonged severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations or address maturing liabilities on a timely basis and our tenants’ ability to fund their business operations and meet their obligations to us; • Negative impacts to our future compliance with financial covenants of our Revolving Credit Facility and other debt agreements could result in a default and potentially an acceleration of indebtedness, which non-compliance could negatively impact our ability to make additional borrowings under our Revolving Credit Facility and pay dividends; • Any impairment in value of our tangible or intangible assets which could be recorded as a result of weaker economic conditions; • A decline in business activity and demand for real estate transactions could adversely affect our ability or desire to grow our portfolio of properties; • A deterioration in our or our tenants’ ability to operate in affected areas or delays in the supply of products or services to us or our tenants from vendors that are needed for our or our tenants’ efficient operations could adversely affect our operations and those of our tenants; and • The potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, could result in a deterioration in our ability to ensure business continuity during this disruption.
Risks Related to Our Debt Financings Our level of indebtedness could materially and adversely affect our financial position, including reducing funds available for other business purposes and reducing our operational flexibility, and we may have future capital needs and may not be able to obtain additional financing on acceptable terms.
Risks Related to Our Debt Financings Our level of indebtedness could materially and adversely affect our financial position, including reducing funds available for other business purposes and reducing our operational flexibility, and we may have future capital needs for which we may not be able to obtain additional financing on acceptable terms.
We believe many of these businesses have adopted effective omni-channel strategies that leverage their brick and mortar locations as a distinct competitive advantage against online only retailers and other competitors. In addition, they generally operate in sectors that are resilient through economic cycles.
We believe many of these businesses have adopted effective omni-channel strategies that leverage their brick-and-mortar locations as a distinct competitive advantage against online only retailers and other competitors. In addition, these businesses generally operate in sectors that are resilient through economic cycles.
Incurring substantial debt may adversely affect our business and operating results by: ● Requiring us to use a substantial portion of our cash flow to pay interest and principal, which reduces the amount available for distributions, acquisitions and capital expenditures; ● Making us more vulnerable to economic and industry downturns and reducing our flexibility to respond to changing business and economic conditions; ● Requiring us to agree to less favorable terms, including higher interest rates, in order to incur additional debt, and otherwise limiting our ability to borrow for operations, working capital or to finance acquisitions in the future; or ● Limiting our flexibility in conducting our business, including our ability to finance or refinance our assets, contribute assets to joint ventures or sell assets as needed, which may place us at a disadvantage compared to competitors with less debt or debt with less restrictive terms.
Incurring substantial debt may adversely affect our business and operating results by: • Requiring us to use a substantial portion of our cash flow to pay interest and principal, which reduces the amount available for distributions, acquisitions and capital expenditures; • Making us more vulnerable to economic and industry downturns and reducing our flexibility to respond to changing business and economic conditions; • Requiring us to agree to less favorable terms, including higher interest rates, in order to incur additional debt, and otherwise limiting our ability to borrow for operations, working capital or to finance acquisitions in the future; or 16 Table of Contents • Limiting our flexibility in conducting our business, including our ability to finance or refinance our assets, contribute assets to joint ventures or sell assets as needed, which may place us at a disadvantage compared to competitors with less debt or debt with less restrictive terms.
While we believe this to be the case, technology and business conditions, particularly in the retail industry, are rapidly changing, and our tenants may be adversely affected by technological innovation, changing consumer preferences and competition from non-traditional sources. To the extent our tenants face increased competition their businesses could suffer.
While we believe this to be the case, technology and business conditions, particularly in the retail industry, are rapidly changing, and our tenants may be adversely affected by technological innovation, changing consumer preferences and competition from non-traditional sources. To the extent our current and prospective tenants face increased competition their businesses could suffer.
There can be no assurance that we will be able to comply with the 20% limitation discussed above or to avoid application of the 100% excise tax discussed above. Liquidation of our assets may jeopardize our REIT qualification. To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income.
There can be no assurance that we will be able to comply with the 25% limitation discussed above or to avoid application of the 100% excise tax discussed above. Liquidation of our assets may jeopardize our REIT qualification. To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income.
As of December 31, 2024, we have not been notified by any governmental authority of any non-compliance, liability or other claim, and are not aware of any other environmental condition that we believe will have a material adverse effect on our business, financial condition, results of operations or liquidity.
As of December 31, 2025, we have not been notified by any governmental authority of any non-compliance, liability or other claim, and are not aware of any other environmental condition that we believe will have a material adverse effect on our business, financial condition, results of operations or liquidity.
We expect to continue to increase our capital resources by making additional offerings of equity and debt securities in the future, which could include classes or series of preferred stock, common stock and senior or subordinated notes.
We expect to continue to increase our capital resources by making additional offerings of equity and debt securities in the future, which could include classes or series of preferred stock, common stock and senior or subordinated notes and commercial paper notes.
Acquisitions entail risks that investments will fail to perform in accordance with expectations, as well as general investment risks associated with any new real estate investment. 11 Table of Contents Loss of revenues from tenants would reduce the Company’s cash flow. Our tenants encounter significant macroeconomic, governmental and competitive forces.
Acquisitions entail risks that investments will fail to perform in accordance with expectations, as well as general investment risks associated with any new real estate investment. Loss of revenues from tenants would reduce the Company’s cash flow. Our tenants encounter significant macroeconomic, governmental and competitive forces.
A REIT that annually distributes at least 90% of its taxable income to its 19 Table of Contents stockholders generally is not taxed at the corporate level on such distributed income. We have not requested and do not plan to request a ruling from the Internal Revenue Service (the “IRS”) that we qualify as a REIT.
A REIT that annually distributes at least 90% of its taxable income to its stockholders generally is not taxed at the corporate level on such distributed income. We have not requested and do not plan to request a ruling from the Internal Revenue Service (the “IRS”) that we qualify as a REIT.
Income from and the value of our properties may be adversely affected by: ● Changes in general or local economic conditions; ● The attractiveness of our properties to potential tenants; ● Changes in supply of or demand for similar or competing properties in an area; ● Bankruptcies, financial difficulties or lease defaults by our tenants; ● Changes in operating costs and expense and our ability to control rents; ● Our ability to lease properties at favorable rental rates; ● Our ability to sell a property when we desire to do so at a favorable price; ● Property damage or casualty loss; ● Impacts of climate change; ● The potential risk of functional obsolescence of properties over time; ● Changes in interest rates and the availability of financing; ● Changes in or increased costs of compliance with governmental rules, regulations and fiscal policies, including changes in the ADA and similar regulations and tax, real estate, environmental and zoning laws, and our potential liability thereunder. ​ Economic and financial market conditions have and may continue to exacerbate many of the foregoing risks.
Income from and the value of our properties may be adversely affected by: • Changes in general or local economic conditions; • The attractiveness of our properties to potential tenants; • Changes in supply of or demand for similar or competing properties in an area; • Bankruptcies, financial difficulties or lease defaults by our tenants; • Changes in operating costs and expense and our ability to control rents; • Our ability to lease properties at favorable rental rates; • Our ability to sell a property when we desire to do so at a favorable price; • Property damage or casualty loss; • Impacts of climate change; • The potential risk of functional obsolescence of properties over time; • Changes in interest rates and the availability of financing; and • Changes in or increased costs of compliance with governmental rules, regulations and fiscal policies, including changes in the ADA and similar regulations and tax, real estate, environmental and zoning laws, and our potential liability thereunder.
There can be no assurance that we will be able to retain tenants in any of our properties upon the expiration of their leases. 14 Table of Contents Our leases contain certain limitations on tenants’ real estate tax, insurance and operating cost reimbursement obligations.
There can be no assurance that we will be able to retain tenants in any of our properties upon the expiration of their leases. Our leases contain certain limitations on tenants’ real estate tax, insurance and operating cost reimbursement obligations.
There can be no assurance, however, that technical clarifications or further changes needed to prevent unintended or unforeseen tax consequences will be enacted by Congress.
There can be no assurance, however, that technical clarifications to these laws or further changes needed to prevent unintended or unforeseen tax consequences will be enacted by Congress.
Moreover, the existence of any material weakness or significant deficiency in our internal controls and 22 Table of Contents procedures may require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner.
Moreover, the existence of any material weakness or significant deficiency in our internal controls and procedures may require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner.
However, there are certain losses, including losses from environmental liabilities, terrorist acts or catastrophic acts of nature, that are not generally insured against or that are not generally fully insured against because it is not deemed 15 Table of Contents economically feasible or prudent to do so.
However, there are certain losses, including losses from environmental liabilities, terrorist acts or catastrophic acts of nature, that are not generally insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so.
To the extent that we and our affiliates are required to pay federal, state and local taxes, we will have less cash available for distributions to our stockholders. 21 Table of Contents Dividends payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations.
To the extent that we and our affiliates are required to pay federal, state and local taxes, we will have less cash available for distributions to our stockholders. Dividends payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations.
Commencing with taxable years that began on or after January 1, 2018 and continuing through 2025, H.R. 1 temporarily reduced the effective tax rate on ordinary REIT dividends (i.e., dividends other than capital gain dividends and dividends attributable to certain qualified dividend income received by us) for U.S. holders of our common stock that are individuals, estates or trusts by permitting such holders to claim a deduction in determining their taxable income equal to 20% of any such dividends they receive.
Commencing with taxable years that began on or after January 1, 2018 the effective tax rate on ordinary REIT dividends (i.e., dividends other than capital gain dividends and dividends attributable to certain qualified dividend income received by us) was reduced for U.S. holders of our common stock that are individuals, estates or trusts by permitting such holders to claim a deduction in determining their taxable income equal to 20% of any such dividends they receive.
Additionally, U.S. government policies implemented to address inflation, including actions by the Federal Reserve to increase interest rates, could negatively impact consumer spending and adversely impact the broader economy. Adverse changes in consumer spending or consumer preferences for particular goods, services or store-based retailing could severely impact their ability to pay rent.
Additionally, U.S. government policies implemented to address inflation, including actions by the Federal Reserve to increase or maintain current interest rates, could negatively impact consumer spending and adversely impact the broader economy. Adverse changes in consumer spending or consumer preferences for particular goods, services or store-based retailing could severely impact our tenants' ability to pay rent.
We primarily invest in properties leased to tenants in sectors where a physical location is critical to the generation of sales and profits. Such tenants operate in sectors including grocery stores, home improvement, tire and automotive services and convenience stores.
We primarily invest in properties leased to tenants in sectors where a physical location is critical to the generation of sales and profits. Such tenants operate in sectors including grocery stores, home improvement, convenience stores, tire and auto services, auto parts and dollar stores.
In addition, in general, no more than 5% of the total value of our assets (other than government securities, securities of TRSs and qualified real estate assets) can consist of securities of any one issuer, and no more than 20 Table of Contents 20% of the total value of our assets can be represented by one or more TRSs.
In addition, in general, no more than 5% of the total value of our assets (other than government securities, securities of TRSs and qualified real estate assets) can consist of securities of any one issuer, and no more than 25% of the total value of our assets can be represented by one or more TRSs.
An epidemic or pandemic (such as the outbreak and worldwide spread of COVID-19), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, may precipitate or materially exacerbate one or more of the other risks, and may significantly disrupt our tenants’ ability to operate their businesses and/or pay rent to us or prevent us from operating our business in the ordinary course for an extended period.
An epidemic or pandemic, and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, may precipitate or materially exacerbate one or more of the other risks, and may significantly disrupt our tenants’ ability to operate their businesses and/or pay rent to us or prevent us from operating our business in the ordinary course for an extended period.
The market price and trading volume of our common stock may fluctuate widely due to various factors, including: ● Broad market fluctuations; ● Market reaction to any additional indebtedness we incur or debt or equity securities we or the Operating Partnership issue in the future; ● Additions or departures of key management personnel; ● Changes in our credit ratings; ● The financial condition, performance and prospects of our tenants; ● Changes in market interest rates; and ● The realization of any of the other risk factors presented in this Annual Report on Form 10-K.
The market price and trading volume of our common stock may fluctuate widely due to various factors, including: • Broad market fluctuations; • Market reaction to any additional indebtedness we incur or debt or equity securities we or the Operating Partnership issue in the future; • Additions or departures of key management personnel; • Changes in our credit ratings; • The financial condition, performance and prospects of our tenants; • Changes in market interest rates; and • The realization of any of the other risk factors presented in this Annual Report on Form 10-K. 23 Table of Contents Many of the factors listed above are beyond our control.
A TRS may earn income that would not be qualifying income if earned directly by the parent REIT. Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs.
A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying income if earned directly by the parent REIT. Overall, no more than 25% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs.
Therefore, the financial failure of, or other default in payment by, a single tenant under its lease and the potential resulting vacancy is likely to cause a significant reduction in our operating cash flows from that property and a significant reduction in the value of the property and could cause a significant impairment loss.
Therefore, the financial failure of, or other default in payment by, a single tenant under its lease or our decision not to renew a tenant's lease and the potential resulting vacancy may cause a significant reduction in our operating cash flows from that property and a significant reduction in the value of the property and could cause a significant impairment loss.
Taking into account H.R. 1’s reduction in the maximum individual federal income tax rate from 39.6% to 37%, this results in a maximum effective rate of regular income tax on ordinary REIT dividends of 29.6% through 2025 (as compared to the 20% maximum federal income tax rate applicable to qualified dividend income received from a non-REIT corporation).
Taking into account this 20% reduction in the maximum individual federal income tax rate (which is otherwise 37%), this results in a maximum effective rate of regular income tax on ordinary REIT dividends of 29.6% (as compared to the 20% maximum federal income tax rate applicable to qualified dividend income received from a non-REIT corporation).
At December 31, 2024, our ratio of total debt to enterprise value (assuming conversion of Operating Partnership Common Units into shares of common stock) was approximately 26.6%.
At December 31, 2025, our ratio of total debt to enterprise value (assuming conversion of Operating Partnership Common Units into shares of common stock) was approximately 27.4%.
Many of the factors listed above are beyond our control. Those factors may cause the market price of our common stock to decline significantly, regardless of our financial condition, results of operations and prospects.
Those factors may cause the market price of our common stock to decline significantly, regardless of our financial condition, results of operations and prospects.
If our debt capitalization policy were changed, we could become more highly leveraged, resulting in an increase in debt service that could adversely affect our operating cash flow and our ability to make expected distributions to stockholders, and could result in an increased risk of default on our obligations. 16 Table of Contents Covenants in our credit agreements and note purchase agreements could limit our flexibility and adversely affect our financial condition.
If our debt capitalization policy were changed, we could become more highly leveraged, resulting in an increase in debt service that could adversely affect our operating cash flow and our ability to make expected distributions to stockholders, and could result in an increased risk of default on our obligations.
In addition, any payment on a claim we have for unpaid past rent could be substantially less than the amount owed. Our portfolio is concentrated in certain states, which makes us more susceptible to adverse events in these areas.
In addition, a tenant in bankruptcy may attempt to renegotiate their lease or request significant rent concessions, and any payment on a claim we have for unpaid past rent could be substantially less than the amount owed. Our portfolio is concentrated in certain states, which makes us more susceptible to adverse events in these areas.
An economic downturn or other adverse events or conditions such as natural disasters in any of these areas, or any other area where we may have significant concentration in the future, could result in a material reduction of our cash flows or material losses to our company.
An economic downturn or other adverse events or conditions such as natural disasters in any of these areas, or any other area where we may have significant concentration in the future, could result in a material reduction of our cash flows or material losses to our company. 10 Table of Contents Our tenants are concentrated in certain retail sectors, which makes us susceptible to adverse conditions impacting these sectors.
In addition, new project development is subject to a number of risks, including risks of construction delays or cost overruns that may increase anticipated project costs. Furthermore, new project commencement risks also include receipt of zoning, occupancy, other required governmental permits and authorizations and the incurrence of development costs in connection with projects that are not pursued to completion.
Furthermore, new project commencement risks also include receipt of zoning, occupancy, other required governmental permits and authorizations and the incurrence of development costs in connection with projects that are not pursued to completion.
The more favorable rates applicable to regular corporate distributions could cause investors who are individuals to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay distributions. This could materially and adversely affect the value of the stock of REITs, including our common stock.
Nevertheless, the more favorable tax rates generally applicable to regular corporate distributions (from non-REIT corporations) could cause investors who are individuals to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay distributions.
The terms of the financing agreements and other indebtedness require us to comply with a number of customary financial and other covenants. These covenants may limit our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we have satisfied our payment obligations.
These covenants may limit our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we have satisfied our payment obligations.
Our assessment that certain businesses are more insulated from e-commerce pressure than others may prove to be incorrect, and changes in macroeconomic trends may adversely affect our tenants, either of which could impair our tenants' ability to make rental payments to us and materially and adversely affect us.
These risks could be exacerbated by a deterioration in the financial condition of any major tenant with leases in multiple locations. 11 Table of Contents Our assessment that certain businesses are more insulated from e-commerce pressure than others may prove to be incorrect, and changes in macroeconomic trends may adversely affect our tenants, either of which could impair our tenants' ability to make rental payments to us and materially and adversely affect us.
Any preferred shares we may offer may have a fixed dividend rate that would not increase with any increases in the dividend rate of our common stock.
Any preferred shares we may offer may have a fixed dividend rate that would not increase with any increases in the dividend rate of our common stock. Conversely, payment of dividends on our common stock is subject to payment in full of the dividends on any preferred shares and payment of interest on any debt securities we may offer.
Nevertheless, a future pandemic presents a material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance.
Nevertheless, a future pandemic presents a material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance. Item 1B: Unresolved Staff Comments There are no unresolved staff comments. 24 Table of Contents
The operation of convenience stores with gas station facilities at our properties will create additional environmental concerns. Similarly, we may lease properties to users or producers of other hazardous materials. We require that the tenants who operate these facilities do so in material compliance with current laws and regulations.
The operation of convenience stores with gas station facilities at our properties will create additional environmental concerns. Similarly, we may lease properties to users or producers of other hazardous materials.
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities. The REIT provisions of the Internal Revenue Code substantially limit our ability to hedge our liabilities.
This could materially and adversely affect the value of the stock of REITs, including our common stock. 22 Table of Contents Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities. The REIT provisions of the Internal Revenue Code substantially limit our ability to hedge our liabilities.
Our financing agreements contain certain cross-default provisions which could be triggered in the event that we default on our other indebtedness. These cross-default provisions may require us to repay or restructure the revolving credit facility in addition to any mortgage or other debt that is in default.
These cross-default provisions may require us to repay or restructure the revolving credit facility in addition to any mortgage or other debt that is in default.
In addition, if we fail to qualify as a REIT, we will no longer be required to pay dividends (other than any mandatory dividends on any preferred shares we may offer). As a result of these factors, our failure to qualify as a REIT could adversely affect the market price for our common stock.
In addition, if we fail to qualify as a REIT, we will no longer be required to pay dividends (other than any mandatory dividends on any preferred shares we may offer).
Additionally, the REIT rules are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury, which may result in revisions to regulations and interpretations in addition to statutory changes. If enacted, certain such changes could have an adverse impact on our business and financial results.
Changes to the federal income tax laws are proposed regularly. Additionally, the REIT rules are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury, which may result in revisions to regulations and interpretations in addition to statutory changes.
Nevertheless, we may operate with debt levels which are in excess of 65% of total market capitalization for extended periods of time.
We generally intend to maintain a ratio of total indebtedness (including construction or acquisition financing) to total market capitalization of 65% or less. Nevertheless, we may operate with debt levels which are in excess of 65% of total market capitalization for extended periods of time.
U.S. federal tax reform legislation could affect REITs generally, the geographic markets in which we operate, our stock and our results of operations, both positively and negatively in ways that are difficult to anticipate. Changes to the federal income tax laws are proposed regularly.
As a result of these factors, our failure to qualify as a REIT could adversely affect the market price for our common stock. 20 Table of Contents U.S. federal tax reform legislation could affect REITs generally, the geographic markets in which we operate, our stock and our results of operations, both positively and negatively in ways that are difficult to anticipate.
Additionally, Title 3, Subtitle 8 of the MGCL, permits our board of directors, without stockholder approval and regardless of what is currently provided in our charter or our bylaws, to implement certain takeover defenses.
In addition, our bylaws contain a provision exempting any and all acquisitions by any person of shares of our stock from the control share acquisition statute. 19 Table of Contents Additionally, Title 3, Subtitle 8 of the MGCL, permits our board of directors, without stockholder approval and regardless of what is currently provided in our charter or our bylaws, to implement certain takeover defenses.
We cannot assure you that our hedging strategy and the derivatives that we use will adequately offset the risk of interest rate volatility or that our hedging transactions will not result in losses that may reduce the overall return on your investment. 17 Table of Contents Future offerings of debt and equity may not be available to us or may adversely affect the market price of our common stock.
Moreover, hedging strategies involve transaction and other costs. We cannot assure you that our hedging strategy and the derivatives that we use will adequately offset the risk of interest rate volatility or that our hedging transactions will not result in losses that may reduce the overall return on your investment.
In addition, we may issue preferred stock or other securities convertible into equity securities with a distribution preference or a liquidation preference that may limit our ability to make distributions on our common stock. Our ability to estimate the amount, timing or nature of additional offerings is limited as these factors will depend upon market conditions and other factors.
In addition, we may issue preferred stock or other securities convertible into equity securities with a distribution preference or a liquidation preference that may limit our ability to make distributions on our common stock.
Changes in global or national economic conditions, such as the global economic and financial market downturn, rising tensions between China and Taiwan and the conflicts in Ukraine and in the Middle East, may cause or continue to cause, among other things, tightening in the credit markets, lower levels of liquidity, increases in the rate of default and bankruptcy and lower consumer spending and business spending, which could adversely affect our business and operations.
Changes in global or national economic conditions, such as the global economic and financial market downturn, rising tensions between China and Taiwan and the conflicts in Ukraine and in the Middle East, may cause or continue to cause, among other things, tightening in the credit markets, lower levels of liquidity, increases in the rate of default and bankruptcy and lower consumer spending and business spending, which could adversely affect our business and operations. 9 Table of Contents For example, the current and continued macro-economic conditions of elevated inflation and increased interest rates have increased the costs associated with acquiring new properties and decreased the availability of financing on terms that we find acceptable, which has reduced our ability to acquire properties at our historical rate with attractive terms.
These strategies, commitments and targets reflect our current plans and aspirations, and we may be unable to achieve them. We may from time to time incur additional expense to meet such targets. Any failure to meet these sustainability targets could adversely impact our business, financial condition and results of operations.
From time to time, we communicate our strategies, commitments and targets related to sustainability and other environmental, social and governance matters. These strategies, commitments and targets reflect our current plans and aspirations, and we may be unable to achieve them. We may from time to time incur additional expense to meet such targets.
Risks Related to Our Corporate Structure Our charter, bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control transaction. Our charter contains 9.8% ownership limits.
Our ability to estimate the amount, timing or nature of additional offerings is limited as these factors will depend upon market conditions and other factors. 18 Table of Contents Risks Related to Our Corporate Structure Our charter, bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control transaction. Our charter contains 9.8% ownership limits.
Our properties are located in all 50 states throughout the United States and in particular, the state of Texas (where 151 properties out of 2,370 properties are located, or 6.8% of our annualized base rent was derived as of December 31, 2024), Illinois (140 properties, or 5.5% of our annualized base rent), Michigan (142 properties, or 5.5% of our annualized base rent), North Carolina (133 properties, or 5.2% of our annualized base rent), and Florida (129 properties, or 5.2% of our annualized rent).
Our properties are located in all 50 states throughout the United States and in particular, the state of Texas (where 169 properties out of 2,674 properties are located, or 6.9% of our annualized base rent was derived as of December 31, 2025), Illinois (166 properties, or 6.1% of our annualized base rent), Ohio (164 properties, or 5.3% of our annualized base rent), Michigan (149 properties, or 5.2% of our annualized base rent), and New York (103 properties, or 5.0% of our annualized base rent).
There are certain losses, including losses from environmental liabilities, that are not generally insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so. There is also a risk that tenants may not satisfy their environmental compliance and indemnification obligations under the leases.
However, we could be subject to strict liability under environmental laws because we own the properties. There are certain losses, including losses from environmental liabilities, that are not generally insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so.
Our ownership of and relationship with our TRSs will be limited, and a failure to comply with the limits would jeopardize our REIT status and may result in the application of a 100% excise tax. A REIT may own up to 100% of the stock of one or more TRSs.
If this occurs, we may have to borrow funds or liquidate some of our assets in order to meet the distribution requirement applicable to a REIT. 21 Table of Contents Our ownership of and relationship with our TRSs will be limited, and a failure to comply with the limits would jeopardize our REIT status and may result in the application of a 100% excise tax.
Our hedging strategies may not be successful in mitigating our risks associated with interest rates and could reduce the overall returns on your investment. We use various derivative financial instruments to provide a level of protection against interest rate risks, but no hedging strategy can protect us completely.
We use various derivative financial instruments to provide a level of protection against interest rate risks, but no hedging strategy can protect us completely.
We may also be required to sell a property in the future to meet secured debt obligations or to avoid a secured debt loan default. Real estate properties cannot generally be sold quickly, and we cannot assure you that we could always obtain a favorable price.
Real estate properties cannot generally be sold quickly, and we cannot assure you that we could always obtain a favorable price.
The use of artificial intelligence presents risks and challenges that may adversely impact our business and operating results or that of our tenants. We may adopt and integrate generative artificial intelligence and machine learning (collectively, “AI”) tools into our operations to enhance efficiencies and streamline existing systems. However, the deployment and maintenance of AI tools may entail substantial risks.
We may adopt and integrate generative artificial intelligence and machine learning (collectively, “AI”) tools into our operations to enhance efficiencies and streamline existing systems. However, the deployment and maintenance of AI tools may entail substantial risks. While these tools hold promise in optimizing processes and driving efficiencies, as with many technological innovations, they also pose inherent risks.
Conversely, payment of dividends on our common stock is subject to payment in full of the dividends on any preferred shares and payment of interest on any debt securities we may offer. 12 Table of Contents If we do not maintain or increase the dividend on our common stock, it could have an adverse effect on the market price of our shares.
If we do not maintain or increase the dividend on our common stock, it could have an adverse effect on the market price of our shares. 12 Table of Contents We face risks relating to information technology and cybersecurity attacks, loss of confidential information and other business disruptions.
The fact that real estate investments are relatively illiquid may reduce economic returns to investors. We may desire to sell a property in the future because of changes in market conditions or poor tenant performance or to avail ourselves of other opportunities.
We may desire to sell a property in the future because of changes in market conditions or poor tenant performance or to avail ourselves of other opportunities. We may also be required to sell a property in the future to meet secured debt obligations or to avoid a secured debt loan default.
Increased competition for the acquisition of real estate may lead to a decrease in the yields on real estate targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations may be adversely affected.
In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations may be adversely affected. 17 Table of Contents Our hedging strategies may not be successful in mitigating our risks associated with interest rates and could reduce the overall returns on your investment.
A majority of our leases require our tenants to comply with environmental laws and to indemnify us against environmental liability arising from the operation of the properties. However, we could be subject to strict liability under environmental laws because we own the properties.
We require that the tenants who operate these facilities do so in material compliance with current laws and regulations. 15 Table of Contents A majority of our leases require our tenants to comply with environmental laws and to indemnify us against environmental liability arising from the operation of the properties.
The AI-driven cyber threats could be harder to detect and counteract, which may pose significant risks to our data security and the integrity of our systems. If such AI-enhanced cyberattacks are successful, they could lead to substantial data breaches, loss of sensitive information, and significant financial and reputational damage.
Such methods may include the use of AI to automate and enhance phishing schemes, advance malware, and carry out more effective cyberattacks. The AI-driven cyber threats could be harder to detect and counteract, which may pose significant risks to our data security and the integrity of our systems.
If a property is mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, the property could be foreclosed upon with a consequential loss of income and asset value to us. We generally intend to maintain a ratio of total indebtedness (including construction or acquisition financing) to total market capitalization of 65% or less.
If a property is mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, the property could be foreclosed upon with a consequential loss of income and asset value to us. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code.
While these tools hold promise in optimizing processes and driving efficiencies, as with many technological innovations, they also pose inherent risks. These include, but are not limited to, the potential for inaccuracy, bias, intellectual property infringement, or misappropriation, as well as concerns regarding data privacy and cybersecurity.
These include, but are not limited to, the potential for inaccuracy, bias, intellectual property infringement, or misappropriation, as well as concerns regarding data privacy and cybersecurity. As AI technologies become more advanced, cybercriminals may develop more sophisticated attack methods.
Our tenants are concentrated in certain retail sectors, which makes us susceptible to adverse conditions impacting these sectors. As of December 31, 2024, 9.2%, 9.2% and 8.1% of our annualized base rents were derived from tenants operating in the grocery store, home improvement, and tire and auto service sectors, respectively.
As of December 31, 2025, 10.3%, 9.0% and 7.7% of our annualized base rents were derived from tenants operating in the grocery stores, home improvement, and convenience store sectors, respectively. Similarly, we have concentrations in other sectors such as tire and auto service, auto parts and dollar stores.
Richard Agree or any other person acting in concert or as a group with Mr. Richard Agree. In addition, our bylaws contain a provision exempting any and all acquisitions by any person of shares of our stock from the control share acquisition statute.
Richard Agree or any other person acting in concert or as a group with Mr. Richard Agree.
Our environmental, social and governance commitments could result in additional costs, and our inability to achieve them could have an adverse impact on our reputation and performance. From time to time, we communicate our strategies, commitments and targets related to sustainability and other environmental, social and governance matters.
If such AI-enhanced cyberattacks are successful, they could lead to substantial data breaches, loss of sensitive information, and significant financial and reputational damage. Our environmental, social and governance commitments could result in additional costs, and our inability to achieve them could have an adverse impact on our reputation and performance.
A number of changes that affect non-corporate taxpayers will expire at the end of 2025 unless Congress acts to extend them. These changes impact us and our stockholders in various ways, some of which are adverse or potentially adverse compared to prior law.
The long-term impact of the OBBBA along with H.R. 1 on us, our investors, our tenants and the real estate industry cannot be reliably predicted and these changes impact us and our stockholders in various ways, some of which are adverse or potentially adverse compared to prior law.
Removed
For example, the current and continued macro-economic conditions of high inflation and increased interest rates have increased the costs associated with acquiring new properties and decreased the availability of financing on terms that we find acceptable, which has reduced our ability to acquire properties at our historical rate with attractive terms.
Added
We are also limited in our ability to reduce costs to offset the results of a prolonged or severe economic downturn given certain fixed costs and commitments associated with our operations, which could materially impact our results of operations and/or financial condition. Our business is significantly dependent on single tenant properties.
Removed
Similarly, we have concentrations in other sectors such as convenience stores, dollar stores and auto parts.
Added
We may be forced to “take back” a property as a result of default or rejection of a lease by a tenant in a bankruptcy proceeding.
Removed
These risks could be exacerbated by a deterioration in the financial condition of any major tenant with leases in multiple locations.
Added
In addition, new project development is subject to a number of risks, including risks of construction delays, supply chain disruptions, price fluctuations of materials or cost overruns that may increase anticipated project costs.
Removed
We face risks relating to information technology and cybersecurity attacks, loss of confidential information and other business disruptions.
Added
In addition, the regulatory framework around data custody, data privacy and breaches varies by jurisdiction and is an evolving area of law with increasingly complex and rigorous standards.
Removed
Potential risk of use of AI by cybercriminals As AI technologies become more advanced, cybercriminals may develop more sophisticated attack methods. Such methods may include the use of AI to automate and enhance phishing schemes, advance malware, and carry out more effective cyberattacks.
Added
Compliance with existing, proposed and recently enacted laws and regulations can be costly; failure to comply could subject us to fines and penalties, or damage to our reputation and credibility with regulators, tenants and investors. The use of artificial intelligence presents risks and challenges that may adversely impact our business and operating results or that of our tenants.
Removed
Moreover, hedging strategies involve transaction and other costs.

… 19 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+3 added−1 removed9 unchanged
Biggest changeIn connection with improving the management of cybersecurity risk, the Company has: ● audited our systems with the help of information security consultants; ● completed ransomware simulations and enhanced our Disaster Recovery and Business Continuity Plan to reflect lessons learned; ● implemented information security policies to monitor for and notify if personnel take potentially malicious actions against the company, such as forwarding sensitive emails or uploading data to non-approved cloud services; ● conducted recovery simulation of our proprietary database to determine restoration timing; ● conducted penetration testing and remediated all issues identified; and ● enhanced e-mail filtering software to limit the possibility of phishing or ransomware attacks. 25 Table of Contents Monitor Cybersecurity Incidents We have a well-defined and tested cybersecurity incident response plan, which outlines the roles and responsibilities, procedures and protocols, tools and resources, and communication and escalation channels that will be activated and implemented in the event of a cybersecurity incident.
Biggest changeIn connection with improving the management of cybersecurity risk, the Company has: • audited our systems with the help of information security consultants; • completed ransomware simulations and enhanced our Disaster Recovery and Business Continuity Plan to reflect lessons learned; • implemented information security policies to monitor for and notify if personnel take potentially malicious actions against the company, such as forwarding sensitive emails or uploading data to non-approved cloud services; • conducted recovery simulation of our proprietary database to determine restoration timing; • implemented a continuous vulnerability scanning solution to identify known threats in near real-time; • conducted penetration testing and remediated all issues identified; and • enhanced e-mail filtering software to limit the possibility of phishing or ransomware attacks.
The program is reviewed and updated on a monthly basis, or whenever there is a significant change in our environment, operations, or objectives. Engagement and Oversight of Third-parties We have contracted a reputable, global third-party external Security Operations Center (“SOC”) to ensure that cybersecurity processes, tools, and monitoring are operating continuously.
The program is reviewed and updated on a monthly basis, or whenever there is a significant change in our environment, operations, or objectives. Engagement and Oversight of Third-parties We have contracted a reputable, global third-party external Security Operations Center (“SOC”) to ensure that our cybersecurity processes, tools, and monitoring are operating continuously.
The SOC service provides a holistic view of our security landscape using a cloud-native Security Incident & Event Management platform, removing security siloes to gain actionable insights and providing continuous 24/7 detect and response services, as well as proactively identifying threats to prevent security disruptions.
The SOC service provides a holistic view of our security landscape using a cloud-native Security Incident & Event Management platform, removing security siloes to gain actionable insights and providing continuous 24/7 detection and response services, as well as proactively identifying threats to prevent security disruptions.
The process includes: ● conducting due diligence and background checks on the potential service providers; ● verifying their cybersecurity credentials, capabilities, and track record; 24 Table of Contents ● establishing clear and specific contractual terms and conditions regarding the Company’s cybersecurity expectations, obligations, and the responsibilities of the service providers; ● conduct quarterly business reviews of service providers including security operations performance and recommendations; and ● monitoring and auditing the service providers’ performance, compliance, reporting and escalation procedures for any cybersecurity issues or incidents identified through quarterly business reviews. ​ Risks from Cybersecurity Threats While we face a variety of cybersecurity risks, such as phishing attempts, ransomware attacks, and unauthorized access attempts, such risks have not materially affected us to date , including our business strategy, results of operations or financial condition.
The process includes: • conducting due diligence and background checks on the potential service providers; • verifying their cybersecurity credentials, capabilities, and track record; • establishing clear and specific contractual terms and conditions regarding the Company’s cybersecurity expectations, obligations, and the responsibilities of the service providers; • conducting quarterly business reviews of service providers including security operations performance and recommendations; and • monitoring and auditing the service providers’ performance, compliance, reporting and escalation procedures for any cybersecurity issues or incidents identified through quarterly business reviews.
Governance Board of Directors’ Oversight Our board of directors takes an active and informed role in our risk management policies and strategies. Our executive officers, which are responsible for our day-to-day risk management practices, present to the board of directors on the material risks to our Company, including risks related to information technology and cybersecurity.
Our executive officers, which are responsible for our day-to-day risk management practices, present to the board of directors on the material risks to our Company, including risks related to information technology and cybersecurity. 25 Table of Contents The audit committee has formal oversight responsibility for cybersecurity and is responsible for reviewing the Company’s policies and procedures with respect to cybersecurity risk assessment and risk management.
Removed
The audit committee has formal oversight responsibility for cybersecurity and is responsible for reviewing the Company’s policies and procedures with respect to cybersecurity risk assessment and risk management.
Added
Risks from Cybersecurity Threats While we face a variety of cybersecurity risks, such as phishing attempts, ransomware attacks, and unauthorized access attempts, such risks have not materially affected us to-date, including our business strategy, results of operations or financial condition.
Added
Governance Board of Directors’ Oversight Our board of directors takes an active and informed role in our risk management policies and strategies.
Added
Monitor Cybersecurity Incidents We have a well-defined and tested cybersecurity incident response plan, which outlines the roles and responsibilities, procedures and protocols, tools and resources, and communication and escalation channels that will be activated and implemented in the event of a cybersecurity incident.

Item 2. Properties

Properties — owned and leased real estate

6 edited+0 added−4 removed1 unchanged
Biggest changeTenant Sector Base Rent (1) Base Rent Grocery Stores ​ $ 57,424 ​ 9.2 % Home Improvement ​ 56,977 ​ 9.2 % Tire and Auto Service ​ 50,125 ​ 8.1 % Convenience Stores ​ 46,546 ​ 7.5 % Dollar Stores ​ 45,076 ​ 7.3 % Auto Parts ​ 39,893 ​ 6.4 % Off-Price Retail ​ 38,579 ​ 6.2 % General Merchandise ​ 33,904 ​ 5.5 % Farm and Rural Supply ​ 32,572 ​ 5.2 % Consumer Electronics ​ 24,581 ​ 4.0 % Pharmacy ​ 24,550 ​ 4.0 % Crafts and Novelties ​ 20,519 ​ 3.3 % Discount Stores ​ 15,808 ​ 2.5 % Warehouse Clubs ​ 15,742 ​ 2.5 % Health Services ​ 15,297 ​ 2.5 % Equipment Rental ​ ​ 14,943 ​ 2.4 % Dealerships ​ ​ 13,346 ​ 2.1 % Restaurants - Quick Service ​ ​ 11,581 ​ 1.9 % Health and Fitness ​ ​ 11,276 ​ 1.8 % Sporting Goods ​ ​ 7,345 ​ 1.2 % Financial Services ​ ​ 7,187 ​ 1.2 % Specialty Retail ​ ​ 6,919 ​ 1.1 % Restaurants - Casual Dining ​ ​ 5,704 ​ 0.9 % Theaters ​ ​ 3,854 ​ 0.6 % Shoes ​ ​ 3,803 ​ 0.6 % Pet Supplies ​ ​ 3,783 ​ 0.6 % Home Furnishings ​ ​ 3,672 ​ 0.6 % Beauty and Cosmetics ​ ​ 3,493 ​ 0.6 % Entertainment Retail ​ ​ 2,323 ​ 0.4 % Apparel ​ ​ 2,016 ​ 0.3 % Miscellaneous ​ ​ 1,259 ​ 0.2 % Office Supplies ​ 624 ​ 0.1 % Total ​ $ 620,721 100.0 % (1) Represents annualized base rent on a straight-line basis as of December 31, 2024. ​ 27 Table of Contents Geographic Diversification The following table presents annualized base rents, by state, for our portfolio as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ($ in thousands) ​ ​ ​ ​ ​ Annualized ​ % of Ann.
Biggest change(2) Includes tenants that represented less than 1.5% of annualized contractual base rent as of December 31, 2025. 27 Table of Contents Tenant Sector Diversification The following table presents annualized base rents for all retail sectors as of December 31, 2025 (dollars in thousands) : 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 % (1) Represents annualized base rent on a straight-line basis as of December 31, 2025. 28 Table of Contents Geographic Diversification The following table presents annualized base rents, by state, for our portfolio as of December 31, 2025 (dollars in thousands) : 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 % (1) Represents annualized base rent on a straight-line basis as of December 31, 2025.
A significant majority of the Company’s properties are leased to national tenants and approximately 68.2% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or National Association of Insurance Commissioners. Substantially all of our tenants are subject to net lease agreements.
A significant majority of the Company’s properties are leased to national tenants and approximately 66.8% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or National Association of Insurance Commissioners. Substantially all of our tenants are subject to net lease agreements.
Item 2: Properties As of December 31, 2024, the Company’s portfolio consisted of 2,370 properties located in all 50 states and totaling approximately 48.8 million square feet of GLA. As of December 31, 2024, the Company’s portfolio was approximately 99.6% leased and had a weighted average remaining lease term of approximately 7.9 years.
Item 2: Properties As of December 31, 2025, the Company’s portfolio consisted of 2,674 properties located in all 50 states and totaling approximately 55.5 million square feet of GLA. As of December 31, 2025, the Company’s portfolio was approximately 99.7% leased and had a weighted average remaining lease term of approximately 7.8 years.
Developments During the year ended December 31, 2024, the Company had 41 development or DFP projects completed or under construction, for which 20 remained under construction as of December 31, 2024. Anticipated total costs for the 20 projects are approximately $107.3 million. ​ ​
Developments During the year ended December 31, 2025, the Company had 34 development or DFP projects completed or under construction, for which 13 remained under construction as of December 31, 2025. Anticipated total costs for the 13 projects are approximately $94.1 million.
(2) Includes states generating less than 1.5% of annualized contractual base rent. 28 Table of Contents Lease Expirations The following table presents contractual lease expirations within the Company’s portfolio as of December 31, 2024, assuming that no tenants exercise renewal options: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ and GLA in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annualized Base Rent (1) ​ Gross Leasable Area ​ ​ Number of ​ ​ ​ ​ % of ​ ​ ​ % of Year Leases Dollars Total Square Feet Total 2025 41 ​ $ 7,660 1.2 % 820 1.7 % 2026 122 ​ 26,117 4.2 % 2,648 5.5 % 2027 166 ​ 37,851 6.1 % 3,538 7.3 % 2028 175 ​ 45,848 7.4 % 4,085 8.4 % 2029 207 ​ 64,977 10.5 % 6,270 12.9 % 2030 297 ​ 63,787 10.3 % 5,070 10.4 % 2031 190 ​ 44,758 7.2 % 3,286 6.8 % 2032 243 ​ 50,903 8.2 % 3,742 7.7 % 2033 212 ​ 48,454 7.8 % 3,825 7.9 % 2034 201 ​ 45,363 7.3 % 2,930 6.0 % Thereafter 698 ​ 185,003 29.8 % 12,364 25.4 % Total 2,552 ​ $ 620,721 100.0 % 48,578 100.0 % (1) Represents annualized base rent on a straight-line basis as of December 31, 2024.
(2) Includes tenants that represented less than 1.5% of annualized contractual base rent as of December 31, 2025. 29 Table of Contents Lease Expirations The following table presents contractual lease expirations within the Company’s portfolio as of December 31, 2025, assuming no tenants exercise renewal options (dollars and GLA in thousands) : Annualized Base Rent (1) Gross Leasable Area Year Number of Leases Dollars % of Total Square Feet % of Total 2026 52 $ 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 % (1) Represents annualized base rent on a straight-line basis as of December 31, 2025.
Tenant / Concept Base Rent (1) Base Rent Walmart ​ $ 38,460 6.2 % Tractor Supply ​ 30,800 5.0 % Dollar General ​ 28,115 4.5 % Best Buy ​ 21,130 3.4 % TJX Companies ​ 19,614 3.2 % CVS ​ 19,599 3.2 % Hobby Lobby ​ 18,200 2.9 % Dollar Tree ​ 18,170 2.9 % Lowe's ​ 17,884 2.9 % O'Reilly Auto Parts ​ 17,798 2.9 % Kroger ​ 17,102 2.8 % Gerber Collision ​ 15,039 2.4 % 7-Eleven ​ 14,164 2.3 % Burlington ​ ​ 14,019 2.3 % Sunbelt Rentals ​ ​ 13,887 2.2 % Sherwin-Williams ​ ​ 11,809 1.9 % Home Depot ​ 10,680 1.7 % Wawa ​ 9,916 1.6 % Other(2) ​ 284,335 45.7 % Total ​ $ 620,721 100.0 % (1) Represents annualized base rent on a straight-line basis as of December 31, 2024.
In addition, our tenants are typically subject to future rent increases based on fixed amounts or increases in the consumer price index and certain leases provide for additional rent calculated as a percentage of the tenants’ gross sales above a specified level. 26 Table of Contents Tenant Diversification The following table presents annualized base rents for all tenants that represented 1.5% or greater of our total annualized base rent as of December 31, 2025 (dollars in thousands) : 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 % (1) Represents annualized base rent on a straight-line basis as of December 31, 2025.
Removed
In addition, our tenants are typically subject to future rent increases based on fixed amounts or increases in the consumer price index and certain leases provide for additional rent calculated as a percentage of the tenants’ gross sales above a specified level.
Removed
Tenant Diversification The following table presents annualized base rents for all tenants that generated 1.5% or greater of our total annualized base rent as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ($ in thousands) ​ ​ ​ ​ Annualized ​ % of Ann.
Removed
(2) Includes tenants generating less than 1.5% of annualized contractual base rent. 26 Table of Contents Tenant Sector Diversification The following table presents annualized base rents for all sectors as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ($ in thousands) ​ ​ ​ ​ Annualized ​ % of Ann.
Removed
Tenant Sector Base Rent (1) Base Rent Texas ​ $ 42,218 6.8 % Illinois ​ 34,178 5.5 % Michigan ​ 33,967 5.5 % North Carolina ​ 32,412 5.2 % Florida ​ 32,410 5.2 % Ohio ​ 32,390 5.2 % Pennsylvania ​ 28,539 4.6 % New York ​ ​ 28,134 ​ 4.5 % California ​ ​ 25,454 ​ 4.1 % Georgia ​ ​ 24,876 ​ 4.0 % New Jersey ​ ​ 23,877 ​ 3.8 % Wisconsin ​ ​ 18,122 ​ 2.9 % Missouri ​ ​ 17,365 ​ 2.8 % Mississippi ​ ​ 15,626 ​ 2.5 % South Carolina ​ ​ 15,597 ​ 2.5 % Virginia ​ ​ 15,463 2.5 % Louisiana ​ ​ 15,221 2.5 % Kansas ​ ​ 13,694 2.2 % Minnesota ​ ​ 13,620 2.2 % Connecticut ​ ​ 13,211 2.1 % Tennessee ​ ​ 12,098 1.9 % Massachusetts ​ ​ 11,654 1.9 % Indiana ​ ​ 11,543 1.9 % Alabama ​ 11,091 1.8 % Oklahoma ​ 9,452 1.5 % Other(2) ​ ​ 88,509 ​ 14.4 % Total ​ $ 620,721 100.0 % (1) Represents annualized base rent on a straight-line basis as of December 31, 2024.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+1 added−1 removed0 unchanged
Biggest changeWe are not presently involved in any litigation nor, to our knowledge, is any other litigation threatened against us, other than routine litigation arising in the ordinary course of business, which is expected to be covered by our liability insurance and all of which collectively is not expected to have a material adverse effect on our liquidity, results of operations or business or financial condition.
Biggest changeItem 3: Legal Proceedings From time to time, we are involved in legal proceedings in the ordinary course of business. We are not presently involved in any litigation nor, to our knowledge, is any other litigation threatened against us, other than routine litigation arising in the ordinary course of business, which is expected to be covered by our liability insurance.
Removed
Item 3: Legal Proceedings From time to time, we are involved in legal proceedings in the ordinary course of business.
Added
Management believes that we do not have any pending legal proceedings that, individually or in the aggregate, would have a material adverse effect on our liquidity, results of operations or business or financial condition. Item 4: Mine Safety Disclosures Not applicable. 30 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+0 added−1 removed5 unchanged
Biggest changeIssuer Purchases of Equity Securities Common stock repurchases during the three months ended December 31, 2024 were: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number of ​ Maximum Number ​ ​ ​ ​ Shares Purchased of Shares that May ​ ​ ​ ​ ​ ​ ​ as Part of Publicly ​ Yet Be Purchased ​ ​ Total Number of ​ ​ Average Price Paid ​ Announced Plans ​ Under the Plans Period ​ Shares Purchased ​ ​ Per Share ​ or Programs ​ or Programs October 1, 2024 - October 31, 2024 ​ — ​ $ — ​ — ​ — November 1, 2024 - November 30, 2024 ​ 192 ​ ​ 76.67 ​ — ​ — December 1, 2024 - December 31, 2024 ​ 50 ​ ​ 70.98 ​ — ​ — Total ​ 242 ​ $ 75.50 ​ — ​ — During the three months ended December 31, 2024, the Company withheld 242 shares from employees to satisfy estimated statutory income tax obligations related to vesting of restricted stock awards.
Biggest changeIssuer Purchases of Equity Securities Common stock repurchases during the three months ended December 31, 2025 were: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs October 1, 2025 - October 31, 2025 — $ — — — November 1, 2025 - November 30, 2025 21 73.78 — — December 1, 2025 - December 31, 2025 311 74.30 — — Total 332 $ 74.27 — — During the three months ended December 31, 2025, the Company withheld 332 shares from employees to satisfy estimated statutory income tax obligations related to vesting of restricted stock awards.
The value of the common stock withheld was based on the closing price of our common stock on the applicable vesting date. Recent Sales of Unregistered Securities There were no unregistered sales of equity securities during the year ended December 31, 2024.
The value of the common stock withheld was based on the closing price of our common stock on the applicable vesting date. Recent Sales of Unregistered Securities There were no unregistered sales of equity securities during the year ended December 31, 2025.
However, our distributions are determined by our board of directors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code and such other factors as the board of directors deems relevant.
The Company intends to continue to declare regular dividends. However, our distributions are determined by our board of directors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code and such other factors as the board of directors deems relevant.
Equity Compensation Plans For information about our equity compensation plan, please see “Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K.
Equity Compensation Plans For information about our equity compensation plan, please see “Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K. Item 6: [Reserved] 31 Table of Contents
The number of stockholders of record does not reflect persons or entities that held their shares in nominee or “street” name. In addition, at February 10, 2025 there were 347,619 outstanding Operating Partnership Common Units held by a limited partner other than our Company.
The number of stockholders of record does not reflect persons or entities that held their shares in nominee or “street” name. In addition, at February 9, 2026 there were 347,619 outstanding Operating Partnership Common Units held by a limited partner other than our Company. The Operating Partnership Common Units are exchangeable into shares of common stock on a one-for-one basis.
Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Dividend Policy The Company’s common stock is traded on the NYSE under the symbol “ADC.” At February 10, 2025, there were 107,248,705 shares of our common stock issued and outstanding which were held by approximately 160 stockholders of record.
Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Dividend Policy The Company’s common stock is traded on the NYSE under the symbol “ADC.” At February 9, 2026, there were 120,028,299 shares of our common stock issued and outstanding which were held by 164 stockholders of record.
Removed
The Operating Partnership Common Units are exchangeable into shares of common stock on a one-for-one basis. 29 Table of Contents The Company intends to continue to declare regular dividends.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

77 edited+37 added−19 removed35 unchanged
Biggest changeThe following table summarizes the ATM activity completed during the years ended December 31, 2024, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ Shares of common stock sold under the ATM programs ​ 10,598,037 ​ 5,846,998 ​ 7,678,911 ​ Shares of common stock settled under the ATM programs ​ 6,630,112 ​ 6,117,768 ​ 5,699,566 ​ Net proceeds received (in millions) ​ $403.8 ​ $415.4 ​ $397.2 ​ ​ 35 Table of Contents Debt The below table summarizes the Company’s outstanding debt as of December 31, 2024 and 2023 ( presented in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ All-in ​ ​ Coupon ​ ​ ​ ​ Principal Amount Outstanding ​ Interest Rate ​ Rate ​ ​ Maturity December 31, 2024 December 31, 2023 Senior Unsecured Revolving Credit Facility ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving Credit Facility (1) 5.29 % ​ ​ ​ ​ August 2028 ​ $ 158,000 ​ $ 227,000 Total Credit Facility ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 158,000 ​ $ 227,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unsecured Term Loan ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2029 Unsecured Term Loan (2) 4.52 % ​ ​ ​ ​ January 2029 ​ $ 350,000 ​ $ 350,000 Total Unsecured Term Loan ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 350,000 ​ $ 350,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Senior Unsecured Notes (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 Senior Unsecured Notes 4.16 % ​ 4.16 % ​ May 2025 ​ $ 50,000 ​ $ 50,000 2027 Senior Unsecured Notes 4.26 % ​ 4.26 % ​ May 2027 ​ 50,000 ​ 50,000 2028 Senior Unsecured Public Notes (4) ​ 2.11 % ​ 2.00 % ​ June 2028 ​ ​ 350,000 ​ ​ 350,000 2028 Senior Unsecured Notes 4.42 % ​ 4.42 % ​ July 2028 ​ 60,000 ​ 60,000 2029 Senior Unsecured Notes 4.19 % ​ 4.19 % ​ September 2029 ​ 100,000 ​ 100,000 2030 Senior Unsecured Notes 4.32 % ​ 4.32 % ​ September 2030 ​ 125,000 ​ 125,000 2030 Senior Unsecured Public Notes (4) 3.49 % ​ 2.90 % ​ October 2030 ​ 350,000 ​ 350,000 2031 Senior Unsecured Notes 4.42 % ​ 4.47 % ​ October 2031 ​ ​ 125,000 ​ ​ 125,000 2032 Senior Unsecured Public Notes (4) ​ 3.96 % ​ 4.80 % ​ October 2032 ​ ​ 300,000 ​ ​ 300,000 2033 Senior Unsecured Public Notes (4) ​ 2.13 % ​ 2.60 % ​ June 2033 ​ ​ 300,000 ​ ​ 300,000 2034 Senior Unsecured Public Notes (4) ​ 5.65 % ​ 5.63 % ​ June 2034 ​ ​ 450,000 ​ ​ — Total Senior Unsecured Notes ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 2,260,000 ​ $ 1,810,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mortgage Notes Payable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Portfolio Credit Tenant Lease ​ 6.27 % ​ ​ ​ ​ July 2026 ​ ​ 1,654 ​ ​ 2,618 Four Asset Mortgage Loan 3.63 % ​ ​ ​ ​ December 2029 ​ 42,250 ​ 42,250 Total Mortgage Notes Payable ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 43,904 ​ $ 44,868 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Principal Amount Outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 2,811,904 ​ $ 2,431,868 (1) The interest rate of the Revolving Credit Facility assumes our SOFR borrowing rate as of December 31, 2024 of 4.46%.
Biggest changeThe following table summarizes the ATM activity completed for the periods presented: Year Ended December 31, 2025 2024 2023 Shares of common stock sold under the ATM programs 4,275,968 10,598,037 5,846,998 Shares of common stock settled under the ATM programs 7,633,519 6,630,112 6,117,768 Net proceeds received (in millions) $538.3 $403.8 $415.4 37 Table of Contents Debt The table below summarizes the Company’s outstanding debt as of the dates presented ( dollars in thousands ): All-in Interest Rate Coupon Rate Maturity Principal Amount Outstanding December 31, 2025 December 31, 2024 Senior Unsecured Revolving Credit Facility and Commercial Paper Notes Revolving Credit Facility (1) 4.50% August 2028 $ — $ 158,000 Commercial Paper Notes (2) 3.94% Various 320,500 — Total Revolving Credit Facility and Commercial Paper Notes $ 320,500 $ 158,000 Unsecured Term Loans 2029 Unsecured Term Loan (3) 4.37% January 2029 $ 350,000 $ 350,000 2031 Unsecured Term Loan (4) 4.02% May 2031 - - Total Unsecured Term Loans $ 350,000 $ 350,000 Senior Unsecured Notes (5) 2025 Senior Unsecured Notes 4.16% 4.16% May 2025 $ — $ 50,000 2027 Senior Unsecured Notes 4.26% 4.26% May 2027 50,000 50,000 2028 Senior Unsecured Public Notes (6) 2.11% 2.00% June 2028 350,000 350,000 2028 Senior Unsecured Notes 4.42% 4.42% July 2028 60,000 60,000 2029 Senior Unsecured Notes 4.19% 4.19% September 2029 100,000 100,000 2030 Senior Unsecured Notes 4.32% 4.32% September 2030 125,000 125,000 2030 Senior Unsecured Public Notes (6) 3.49% 2.90% October 2030 350,000 350,000 2031 Senior Unsecured Notes 4.42% 4.47% October 2031 125,000 125,000 2032 Senior Unsecured Public Notes (6) 3.96% 4.80% October 2032 300,000 300,000 2033 Senior Unsecured Public Notes (6) 2.13% 2.60% June 2033 300,000 300,000 2034 Senior Unsecured Public Notes (6) 5.65% 5.63% June 2034 450,000 450,000 2035 Senior Unsecured Public Notes (6) 5.35% 5.60% June 2035 400,000 — Total Senior Unsecured Notes $ 2,610,000 $ 2,260,000 Mortgage Notes Payable Portfolio Credit Tenant Lease 6.27% July 2026 $ 628 $ 1,654 Four Asset Mortgage Loan 3.63% December 2029 42,250 42,250 Total Mortgage Notes Payable $ 42,878 $ 43,904 Total Principal Amount Outstanding $ 3,323,378 $ 2,811,904 (1) At December 31, 2025, the Revolving Credit Facility would have incurred interest of 4.50%, which is comprised of SOFR of 3.77% and the pricing grid spread of 72.5 basis points.
The Company anticipates funding its long-term capital needs through cash provided from operations, borrowings under its Revolving Credit Facility, and the issuance of debt and common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity. We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms.
The Company anticipates funding its long-term capital needs through cash provided from operations, borrowings under its Revolving Credit Facility, the issuance of debt and the issuance or settlement of common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity. We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms.
Liquidity and Capital Resources The Company’s principal demands for funds include payment of operating expenses, payment of principal and interest on our outstanding indebtedness, dividends and distributions to its stockholders and holders of the units of the Operating Partnership (the “Operating Partnership Common Units”), and future property acquisitions and development.
Liquidity and Capital Resources The Company’s principal demands for funds include payment of operating expenses, payment of principal and interest on its outstanding indebtedness, dividends and distributions to its stockholders and holders of the units of the Operating Partnership (the “Operating Partnership Common Units”), and future property acquisitions and development.
In October 2024, the Company completed a follow-on public offering of 5,060,000 shares of common stock, including the full exercise of the underwriters’ option to purchase an additional 660,000 shares in connection with the forward sale agreements. As of December 31, 2024, the Company has not settled any of these shares.
In October 2024, the Company completed a follow-on public offering of 5,060,000 shares of common stock, including the full exercise of the underwriters’ option to purchase an additional 660,000 shares in connection with the forward sale agreements. As of December 31, 2024, the Company had not settled any of these shares.
The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership, of which the Company is the sole general partner and in which the Company held a 99.7% common interest as of December 31, 2024.
The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership, of which the Company is the sole general partner and in which the Company held a 99.7% common interest as of December 31, 2025.
The increase was primarily the result of growth in compensation costs due to inflationary increases and higher stock based compensation expense as a result of changing the vesting period for awards granted in 2023 and 2024.
The increase was primarily the result of growth in compensation costs due to inflationary increases and higher stock-based compensation expense as a result of changing the vesting period for awards granted beginning in 2023.
The Company used the existing $350.0 million of forward starting interest rate swaps to hedge the variable SOFR priced interest to a weighted average fixed rate of 3.57% until January 2029.
The Company used the existing $350.0 million interest rate swaps to hedge the variable SOFR priced interest to a weighted average fixed rate of 3.57% until January 2029.
The First Amendment amends the 2029 Unsecured Term Loan implementing various covenant and technical amendments to make the 2029 Unsecured Term Loan’s provisions consistent with corresponding provisions in the Revolving Credit Facility (see “Senior Unsecured Revolving Credit Facility” above). The First Amendment does not change the maturity or the pricing terms of the 2029 Unsecured Term Loan.
The First Amendment implements various covenant and technical amendments to make the 2029 Unsecured Term Loan’s provisions consistent with corresponding provisions in the Revolving Credit Facility (see “Senior Unsecured Revolving Credit Facility” above). The First Amendment does not change the maturity or the pricing terms of the 2029 Unsecured Term Loan.
Proceeds from asset sales are dependent on levels of disposition activity and the specific assets sold and are not necessarily comparable period-to-period; and ● $17.7 million increase in cash used for development of real estate investments and other assets due to increase in the number of development and DFP projects in progress as well as the timing of payments for these projects and other capital additions.
Proceeds from asset sales are dependent on levels of disposition activity and the specific assets sold and are not necessarily comparable period-to-period; and • $45.3 million increase in cash used for development of real estate investments and other assets due to increase in the number of development and DFP projects in progress as well as the timing of payments for these projects and other capital additions.
A significant majority of the Company’s properties are leased to national tenants and approximately 68.2% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners.
A significant majority of the Company’s properties are leased to national tenants and approximately 66.8% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners.
The increase in interest expense was primarily a result of higher levels of borrowings during the year ended December 31, 2024 compared to the year ended December 31, 2023 in order to finance the acquisition and development of additional properties.
The increase in interest expense, net was primarily a result of higher levels of borrowings during the year ended December 31, 2025 compared to the year ended December 31, 2024 in order to finance the acquisition and development of additional properties.
(2) Estimated interest payments calculated for (i) variable rate debt based on the rate in effect at period-end and (ii) fixed rate debt based on the coupon interest rate. 39 Table of Contents In addition to items reflected in the table above, the Company has preferred stock with cumulative cash dividends, as described under Equity – Preferred Stock Offering above.
(3) Estimated interest payments calculated for (i) variable rate debt based on the rate in effect at period-end and (ii) fixed rate debt based on the coupon interest rate. In addition to items reflected in the table above, the Company has preferred stock with cumulative cash dividends, as described under Equity – Preferred Stock Offering above.
Common Stock Offerings In December 2021, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase an additional 750,000 shares, in connection with forward sale agreements.
Common Stock Offerings In October 2022, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase an additional 750,000 shares, in connection with forward sale agreements.
As of December 31, 2024, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its material loan covenants and obligations as of December 31, 2024. Cash Flows Operating - Most of the Company’s cash from operations is generated by rental income from its investment portfolio.
As of December 31, 2025, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its material loan covenants and obligations as of December 31, 2025. 40 Table of Contents Cash Flows Operating - Most of the Company’s cash from operations is generated by rental income from its investment portfolio.
The Company’s real estate investments were made throughout and between the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in rental income between periods is related to recognizing revenue in 2024 on acquisitions that were made during 2023.
The Company’s real estate investments were made throughout and between the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in rental income between periods is related to recognizing revenue in 2025 on acquisitions, development and DFP projects that were completed during 2024.
The Revolving Credit Facility's interest rate is based on a pricing grid with a range of 72.5 to 140 basis points over SOFR, determined by the Company's credit ratings and leverage ratio, plus a SOFR adjustment of 10 basis points.
As a result, the Revolving Credit Facility's interest rate is based on a pricing grid with a range of 72.5 to 140 basis points over SOFR, determined by the Company's credit ratings and leverage ratio.
Upon settlement, the offering is anticipated to raise net proceeds of approximately $368.0 million after deducting fees and expenses and making certain adjustments as provided in the forward sale agreements. Preferred Stock Offering As of December 31, 2024, the Company had 7,000,000 depositary shares (the “Depositary Shares”) outstanding, each representing 1/1,000th of a share of Series A Preferred Stock.
The offering is anticipated to raise net proceeds of approximately $385.8 million after deducting fees and expenses and making certain adjustments as provided in the forward sale agreements. Preferred Stock Offering As of December 31, 2025, the Company had 7,000,000 depositary shares (the “Depositary Shares”) outstanding, each representing 1/1,000th of a share of Series A Preferred Stock.
Our ability to access capital on favorable terms as well as to use cash from operations to continue to meet our liquidity needs, is uncertain and cannot be predicted and could be affected by various risks and uncertainties, including, but not limited to the risks detailed in Part I, Item 1A, “Risk Factors.” Capitalization As of December 31, 2024, the Company’s total enterprise value was approximately $10.56 billion.
Our ability to access capital on favorable terms as well as to use cash from operations to continue to meet our liquidity needs is uncertain and cannot be predicted and could be affected by various risks and uncertainties, including, but not limited to the risks detailed in Part I, Item 1A titled “Risk Factors” Capitalization As of December 31, 2025, the Company’s total enterprise value was approximately $12.15 billion.
Net cash provided by operating activities for the year ended December 31, 2024 increased by $40.4 million over the year ended December 31, 2023, primarily due to the increase in the size of the Company’s real estate investment portfolio.
Net cash provided by operating activities for the year ended December 31, 2025 increased by $72.1 million over the year ended December 31, 2024, primarily due to the increase in the size of the Company’s real estate investment portfolio.
As of December 31, 2024, the Company’s portfolio consisted of 2,370 properties located in all 50 states and totaling approximately 48.8 million square feet of GLA. The portfolio was approximately 99.6% leased and had a weighted average remaining lease term of approximately 7.9 years.
As of December 31, 2025, the Company’s portfolio consisted of 2,674 properties located in all 50 states and totaling approximately 55.5 million square feet of GLA. The portfolio was approximately 99.7% leased and had a weighted average remaining lease term of approximately 7.8 years.
The Company expects to meet its short-term liquidity requirements through cash and cash equivalents held as of December 31, 2024, cash provided from operations, settlement of outstanding forward equity and borrowings under its Revolving 32 Table of Contents Credit Facility.
The Company expects to meet its short-term liquidity requirements through cash and cash equivalents held as of December 31, 2025, cash provided from operations, settlement of outstanding forward equity and borrowings under its Revolving Credit Facility and Commercial Paper Program.
The December dividends and distributions were recorded as a liability on the consolidated balance sheets at December 31, 2024 and were paid on January 15, 2025. ​ During 2024, the Company declared monthly dividends on the Series A Preferred Shares totaling $1.063 per Depositary Share.
During 2025, the Company declared monthly dividends on the Series A Preferred Shares totaling $1.063 per Depositary Share. The December dividend was recorded as a liability on the consolidated balance sheets at December 31, 2025 and was paid on January 2, 2026.
These construction commitments will be funded using cash provided from operations, current capital resources on hand, and/or other sources of funding available to the Company. ​ The Company’s recurring obligations under its tenant leases for maintenance, taxes, and/or insurance will also be funded through the sources available to the Company described earlier. ​ Dividends During 2024, the Company declared monthly dividends totaling $3.000 per common share.
These construction commitments will be funded using cash provided from operations, current capital resources on hand, and/or other sources of funding available to the Company. The Company’s recurring obligations under its tenant leases for maintenance, taxes, and/or insurance will also be funded through the sources available to the Company described earlier.
Results of Operations Overall The Company’s real estate investment portfolio grew from approximately $6.74 billion in net investment amount representing 2,135 properties with 44.2 million square feet of GLA as of December 31, 2023 to approximately $7.42 billion in net investment amount representing 2,370 properties with 48.8 million square feet of GLA at December 31, 2024.
Results of Operations Overall The Company’s real estate investment portfolio grew from approximately $7.42 billion in net investment amount representing 2,370 properties with 48.8 million square feet of GLA as of December 31, 2024 to approximately $8.57 billion in net investment amount representing 2,674 properties with 55.5 million square feet of GLA at December 31, 2025.
A net gain of $11.5 million was recognized on the sale of 26 assets and land parcels during the year ended December 31, 2024, compared to a net gain of $1.8 million recognized on the sale of six assets during the year ended December 31, 2023.
A net gain of $5.4 million was recognized on the sale of 22 assets and land parcels during the year ended December 31, 2025, compared to a net gain of $11.5 million recognized on the sale of 26 assets during the year ended December 31, 2024.
Borrowings under the 2029 Unsecured Term Loan are priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings, plus a SOFR adjustment of 10 basis points.
At the time of the 2029 Unsecured Term Loan’s closing, borrowings were priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings, plus a SOFR adjustment of 10 basis points.
The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. ​ In May 2024, the Operating Partnership completed an underwritten public offering of $450.0 million in aggregate principal amount of its 5.625% Notes due 2034.
The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. In May 2025, the Operating Partnership completed an underwritten public offering of $400.0 million in aggregate principal amount of its 5.600% Notes due 2035 (the “2035 Senior Unsecured Public Notes”).
This conversion value is limited by a share cap if the Company’s stock price falls below a certain threshold. ATM Programs The Company enters into ATM programs through which the Company, from time to time, sells shares of common stock and/or enters into forward sale agreements. In October 2024, the Company entered into the $1.25 billion October 2024 ATM Program.
This conversion value is limited by a share cap if the Company’s stock price falls below a certain threshold. ATM Programs The Company enters into at-the-market (“ATM”) programs through which the Company, from time to time, sells shares of common stock and/or enters into forward sale agreements.
The increase was primarily due to the growth in disposition volume during 2024 as compared to 2023. Gains and losses on sale of assets are dependent on levels of disposition activity and the carrying value of the assets relative to their sales prices. As a result, such gains on sales are not necessarily comparable period-to-period.
The decrease was primarily due to lower disposition volume and lower average disposition proceeds per property in 2025 as compared to 2024. Gains and losses on sale of assets are dependent on levels of disposition activity and the carrying value of the assets relative to their sales prices. As a result, such gains on sales are not necessarily comparable period-to-period.
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. 42 Table of Contents The following table provides a reconciliation of net income to FFO, Core FFO, and AFFO for the years ended December 31, 2024, 2023 and 2022 ( presented in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2024 December 31, 2023 December 31, 2022 Reconciliation from Net Income to Funds from Operations ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ ​ ​ $ 189,832 ​ $ 170,547 ​ $ 153,035 Less Series A preferred stock dividends ​ ​ ​ ​ 7,437 ​ ​ 7,437 ​ ​ 7,437 Net income attributable to Operating Partnership common unitholders ​ ​ ​ ​ 182,395 ​ ​ 163,110 ​ ​ 145,598 Depreciation of rental real estate assets ​ ​ ​ 137,835 ​ 115,617 ​ 88,685 Amortization of lease intangibles - in-place leases and leasing costs ​ ​ ​ 67,128 ​ 58,967 ​ 44,107 Provision for impairment ​ ​ ​ 7,224 ​ 7,175 ​ 1,015 (Gain) loss on sale or involuntary conversion of assets, net ​ ​ ​ (11,441) ​ (1,849) ​ (5,258) Funds from Operations - Operating Partnership common unitholders ​ ​ ​ $ 383,141 ​ $ 343,020 ​ $ 274,147 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization of above (below) market lease intangibles, net and assumed mortgage debt discount, net ​ ​ ​ ​ 33,571 ​ ​ 33,430 ​ ​ 33,563 Core Funds from Operations - Operating Partnership common unitholders ​ ​ ​ $ 416,712 ​ $ 376,450 ​ $ 307,710 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Straight-line accrued rent ​ ​ ​ (12,711) ​ (12,142) ​ (13,176) Stock-based compensation expense ​ ​ ​ 10,805 ​ 8,338 ​ 6,464 Amortization of financing costs and original issue discounts ​ ​ ​ 5,988 ​ 4,403 ​ 3,141 Non-real estate depreciation ​ ​ ​ 2,024 ​ 1,693 ​ 778 Adjusted Funds from Operations - Operating Partnership common unitholders ​ ​ ​ $ 422,818 ​ $ 378,742 ​ $ 304,917 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Funds from Operations per common share and partnership unit - diluted ​ ​ ​ $ 3.75 ​ $ 3.58 ​ $ 3.45 Core Funds from Operations per common share and partnership unit - diluted ​ ​ ​ $ 4.08 ​ $ 3.93 ​ $ 3.87 Adjusted Funds from Operations per common share and partnership unit - diluted ​ ​ ​ $ 4.14 ​ $ 3.95 ​ $ 3.83 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares and Operating Partnership common units outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ ​ 101,446,871 ​ 95,539,028 ​ 79,006,952 Diluted ​ ​ ​ 102,223,923 ​ 95,785,031 ​ 79,512,005 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional supplemental disclosure ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Scheduled principal repayments ​ ​ ​ $ 963 ​ $ 905 ​ $ 850 Capitalized interest ​ ​ ​ $ 1,599 ​ $ 1,957 ​ $ 1,261 Capitalized building improvements ​ ​ ​ $ 12,905 ​ $ 9,819 ​ $ 7,945 ​ ​
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. 44 Table of Contents The following table provides a reconciliation of net income to FFO, Core FFO and AFFO for the periods presented ( dollars in thousands, except for per common share and partnership unit data ): Year Ended December 31, 2025 2024 2023 Reconciliation from Net Income to Funds from Operations Net income $ 204,989 $ 189,832 $ 170,547 Less Series A preferred stock dividends 7,437 7,437 7,437 Net income attributable to Operating Partnership common unitholders 197,552 182,395 163,110 Depreciation of rental real estate assets 159,155 137,835 115,617 Amortization of lease intangibles - in-place leases and leasing costs 77,825 67,128 58,967 Provision for impairment 11,872 7,224 7,175 (Gain) loss on sale or involuntary conversion of assets, net (5,386) (11,441) (1,849) Funds from Operations - Operating Partnership common unitholders $ 441,018 $ 383,141 $ 343,020 Amortization of above (below) market lease intangibles, net and assumed mortgage debt discount, net 36,749 33,571 33,430 Core Funds from Operations - Operating Partnership common unitholders $ 477,767 $ 416,712 $ 376,450 Straight-line accrued rent (17,356) (12,711) (12,142) Stock-based compensation expense 12,991 10,805 8,338 Amortization of financing costs and original issue discounts 7,074 5,988 4,403 Non-real estate depreciation 2,328 2,024 1,693 Adjusted Funds from Operations - Operating Partnership common unitholders $ 482,804 $ 422,818 $ 378,742 Funds from Operations per common share and partnership unit - diluted $ 3.95 $ 3.75 $ 3.58 Core Funds from Operations per common share and partnership unit - diluted $ 4.28 $ 4.08 $ 3.93 Adjusted Funds from Operations per common share and partnership unit - diluted $ 4.33 $ 4.14 $ 3.95 Weighted average shares and Operating Partnership common units outstanding Basic 111,070,994 101,446,871 95,539,028 Diluted 111,548,264 102,223,923 95,785,031 Additional supplemental disclosure Scheduled principal repayments $ 1,026 $ 963 $ 905 Capitalized interest $ 2,027 $ 1,599 $ 1,957 Capitalized building improvements $ 12,086 $ 12,905 $ 9,819
Unsecured Term Loan In July 2023, the Company closed on the 2029 Unsecured Term Loan, an unsecured $350.0 million 5.5-year term loan which includes an accordion option that allows the Company to request additional lender commitments up to a total of $500.0 million and matures in January 2029.
On November 17, 2025, the Company closed on an unsecured $350.0 million 5.5-year delayed draw term loan (the “2031 Unsecured Term Loan) which includes an accordion option that allows the Company to request additional lender commitments up to a total of $500.0 million and matures in May 2031.
Net income increased $19.3 million, or 11%, to $189.8 million for the year ended December 31, 2024, compared to $170.5 million for the year ended December 31, 2023. The change was the result of the growth in the portfolio partially offset by the items discussed above.
Net income increased $15.2 million, or 8%, to $205.0 million for the year ended December 31, 2025, compared to $189.8 million for the year ended December 31, 2024. The change was the result of the growth in the portfolio partially offset by the items discussed above.
The Revolving Credit Facility includes an accordion option that allows the Company to request additional lender commitments up to a total of $2.00 billion. The Revolving Credit Facility will mature in August 2028 with Company 36 Table of Contents options to extend the maturity date to August 2029.
The Revolving Credit Facility serves as a liquidity backstop for the Company’s Commercial Paper Notes and includes an accordion option that allows the Company to request additional lender commitments up to a total of $2.00 billion. The Revolving Credit Facility will mature in August 2028 with Company options to extend the maturity date to August 2029.
During the year ended December 31, 2024, the Company had 41 development or DFP projects completed or under construction, for which 20 remain under construction as of December 31, 2024. Anticipated total costs for the 20 projects are approximately $107.3 million.
During the year ended December 31, 2025, the Company had 34 development or DFP projects completed or under construction, for which 13 remain under construction as of December 31, 2025. Anticipated total costs for the 13 projects are approximately $94.1 million.
(2) The interest rate of the Unsecured Term Loan reflects the spread of 85 basis points, plus a 10 basis point SOFR adjustment and the impact of the interest rate swaps which convert $350.0 million of SOFR based interest to a fixed interest rate of 3.57%.
(3) The interest rate of the 2029 Unsecured Term Loan reflects the credit spread of 80 basis points and the impact of the interest rate swaps which convert $350 million of SOFR based interest to a fixed interest rate of 3.57%.
Total enterprise value consisted of $7.58 billion of common equity (based on the December 31, 2024 closing price of Company common stock on the NYSE of $70.45 per share and assuming the conversion of Operating Partnership Common Units), $175.0 million of preferred equity (stated at liquidation value), and $2.81 billion of total debt including (i) $158.0 million of borrowings under its Revolving Credit Facility; (ii) $2.26 billion of senior unsecured notes; (iii) $350.0 million of unsecured term loans (iv) $43.9 million of mortgage notes payable; less $6.4 million cash, cash equivalents and cash held in escrow.
Total enterprise value consisted of $8.67 billion of common equity (based on the December 31, 2025 closing price of Company common stock on the NYSE of $72.03 per share and assuming the conversion of Operating Partnership Common Units), $175.0 million of preferred equity (stated at liquidation value), and $3.32 billion of total debt including (i) $320.5 million of borrowings under its Revolving Credit Facility and Commercial Paper Program; (ii) $2.61 billion of senior unsecured notes; (iii) $350.0 million of unsecured term loans (iv) $42.9 million of mortgage notes payable; less $20.6 million cash, cash equivalents and cash held in escrow.
After allocation of income to non-controlling interest and preferred stockholders, net income attributable to common stockholders increased $19.3 million, or 12% to $181.8 million for the year ended December 31, 2024, compared to $162.5 million for the year ended December 31, 2023.
After allocation of income to non-controlling interest and preferred stockholders, net income attributable to common stockholders increased $15.1 million, or 8% to $196.9 million for the year ended December 31, 2025, compared to $181.8 million for the year ended December 31, 2024.
The Company may not redeem the Series A Preferred Shares before September 2026 except in limited circumstances to preserve its status as a real estate investment trust for federal income tax purposes and except in certain circumstances upon the occurrence of a change of control of the Company.
Dividends on the Series A Preferred Shares are in the amount of $0.08854 per Depositary Share, equivalent to $1.0625 per annum. 36 Table of Contents The Company may not redeem the Series A Preferred Shares before September 2026 except in limited circumstances to preserve its status as a real estate investment trust for federal income tax purposes and except in certain circumstances upon the occurrence of a change of control of the Company.
The interest rate under the previous credit facility was based on a pricing grid with a range of 72.5 to 140 basis points over SOFR, determined by the Company's credit ratings and leverage ratio, plus a SOFR adjustment of 10 basis points.
As a result, the Revolving Credit Facility's interest rate is based on a pricing grid with a range of 72.5 to 140 basis points over SOFR, determined by the Company's credit ratings and leverage ratio.
The Company and Richard Agree, the Executive Chairman of the Company, were parties to a Reimbursement Agreement dated November 18, 2014 (the “Reimbursement Agreement”). Pursuant to the Reimbursement Agreement, Mr.
The Company and Richard Agree, the Executive Chairman of the Company, are parties to a Reimbursement Agreement dated October 3, 2023 (the “Reimbursement Agreement”). Pursuant to the Reimbursement Agreement, Mr.
Financing - Net cash provided by financing activities decreased by $423.7 million during the year ended December 31, 38 Table of Contents 2024, compared to the year ended December 31, 2023 primarily due to: ● $287.0 million decrease of net proceeds from the issuance of common stock; ● $26.0 million increase in total dividends and distributions paid as a result of the increase in the number of common shares outstanding as well as the increase in the common stock dividend rate.
Financing - Net cash provided by financing activities increased by $607.9 million during the year ended December 31, 2025, compared to the year ended December 31, 2024 primarily due to: • $501.4 million increase of net proceeds from the issuance of common stock; • $37.1 million increase in total dividends and distributions paid as a result of the increase in the number of common shares outstanding as well as the increase in the common stock dividend rate.
(3) All-in interest rate for Senior Unsecured Notes reflects the straight-line amortization of the terminated swap agreements and original issuance discounts, as applicable.
(5) All-in interest rate for Senior Unsecured Notes reflects the straight-line amortization of the terminated swap agreements and original issuance discounts, as applicable. (6) The principal amounts outstanding are presented excluding their original issue discounts.
The Company’s annual common stock dividend declared during the year ended December 31, 2024 of $3.000 per common share, represents a 2.8% increase over the annual dividend amount of $2.919 per common share declared during 2023; ● $196.0 million change in net repayments on the Revolving Credit Facility.
The Company’s annual common stock dividend declared during the year ended December 31, 2025 of $3.081 per common share, represents a 2.7% increase over the annual dividend amount of $3.000 per common share declared during 2024; • $231.5 million change in net borrowings on the Revolving Credit Facility and Commercial Paper Program.
These factors could cause our expected future cash flows from a property to change, and, as a result, an impairment could be considered to have occurred. Determination of the fair value of a property for purposes of measuring impairment may involve significant judgment.
These factors could cause our expected future cash flows from a property to change, and, as a result, an impairment could be considered to have occurred.
In October 2022, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase an additional 750,000 shares, in connection with forward sale agreements. As of December 31, 2022, the Company settled 1,600,000 shares of these October 2022 forward sale agreements, realizing net proceeds of $106.2 million.
In April 2025, the Company completed a follow-on public offering of 5,175,000 shares of common stock, including the full exercise of the underwriters’ option to purchase an additional 675,000 shares in connection with the forward sale agreements. As of December 31, 2025, the Company has not settled any of these shares.
General and administrative expenses as a percentage of total revenue decreased to 6.0% for the year ended December 31, 2024 from 6.5% for the year ended December 31, 2023. Interest expense increased $27.8 million, or 34%, to $108.9 million for the year ended December 31, 2024, compared to $81.1 million for the year ended December 31, 2023.
General and administrative expenses as a percentage of total revenue increased to 6.1% for the year ended December 31, 2025 from 6.0% for the year ended December 31, 2024. 33 Table of Contents Interest expense, net increased $25.7 million, or 24%, to $134.6 million for the year ended December 31, 2025, compared to $108.9 million for the year ended December 31, 2024.
The Company settled all of these forward sale agreements during the year ended December 31, 2022 resulting in net proceeds to the Company of approximately $368.7 million after deducting fees and expenses and making certain other adjustments.
During the year ended December 31, 2025, the Company settled all of the October 2024 forward sales agreements, realizing net proceeds to the Company of approximately $366.6 million, after deducting fees and expenses and making certain other adjustments.
Impairments We review our real estate investments for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable through operations plus estimated disposition proceeds.
The use of different assumptions in the allocation of the purchase price of the acquired properties could affect the timing of recognition of the related revenue and expenses. Impairments We review our real estate investments for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable through operations plus estimated disposition proceeds.
As of December 31, 2024 the Revolving Credit Facility had a $158.0 million outstanding balance and bore interest of 5.29%, which is comprised of SOFR of 4.46%, the pricing grid spread of 72.5 basis points, and the 10 basis point SOFR adjustment.
As of December 31, 2025 the Revolving Credit Facility had no outstanding balance and bore interest of 4.50%, which is comprised of SOFR of 3.77%, the pricing grid spread of 72.5 basis points, with no SOFR adjustment.
Net repayments on the Revolving Credit Facility were $69.0 million during the year ended December 31, 2024 while $127.0 million of net borrowings were completed over the same period in 2023; ● $8.4 million increase in payments for financing costs, driven by the Fourth Amendment to the Revolving Credit Facility completed in August 2024; ● $6.1 million increase in payments as a result of the acquisition of the fee interest in land that was previously under a finance lease; and ● $94.7 million increase in proceeds from new debt issuance.
Net borrowings on the Revolving Credit Facility were $162.5 million during the year ended December 31, 2025 while $69.0 million of net repayments were completed in 2024; • $5.0 million decrease in payments for financing costs, driven by the Fourth Amendment to the Revolving Credit Facility completed in 2024; • $6.1 million decrease in payments of financing lease liabilities as an acquisition of the fee interest in land previously under a finance lease was completed during the year ended December 31, 2024; • $50.0 million repayment of the 2025 Senior Unsecured Notes; no similar repayments were made during the year ended December 31, 2024; and • $47.5 million decrease in proceeds from new debt issuance.
Investing - Net cash used in investing activities was $389.6 million lower during the year ended December 31, 2024, compared to the year ended December 31, 2023 primarily due to: ● $328.8 million decrease in cash used for property acquisitions as a result of the overall decrease in the level of acquisition activity; ● $80.5 million increase in proceeds from asset sales.
Investing - Net cash used in investing activities was $657.7 million higher during the year ended December 31, 2025, compared to the year ended December 31, 2024 primarily due to: • $560.9 million increase in cash used for property acquisitions as a result of the overall increase in the level of acquisition activity; • $52.2 million decrease in proceeds from asset sales due to lower disposition volume as well as lower average sales price per property during 2025 as compared to 2024.
As a result, no future issuances will occur under the February 2024 ATM Program. 34 Table of Contents ​ The following table summarizes the ATM programs that were in place during the years ended December 31, 2024, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Program Year ​ Program Size ($ million) ​ Total Forward Shares Sold ​ Total Forward Shares Settled ​ Total Forward Shares Outstanding as of December 31, 2024 ​ Total Net Proceeds Anticipated or Received from Shares Sold ($ million) February 2021 * $500.0 ​ 5,453,975 ​ 5,453,975 ​ - ​ $379.1 September 2022 * $750.0 ​ 10,217,973 ​ 10,217,973 ​ - ​ $670.3 February 2024 * $1,000.0 ​ 10,409,017 ​ 2,775,498 ​ 7,633,519 (1) ​ $706.0 October 2024 ​ $1,250.0 ​ 168,277 (3) ​ - ​ 168,277 (2) ​ $12.9 *Applicable ATM program terminated and no future forward sales will occur under the program.
The following table summarizes the ATM programs that were in place during 2025, 2024 and 2023 (dollars in millions) : Program Program Size Total Forward Shares Sold Total Forward Shares Settled Total Forward Shares Outstanding as of December 31, 2025 Total Net Proceeds Anticipated or Received from Forward Shares Sold September 2022 (1) $750.0 10,217,973 10,217,973 — $670.3 February 2024 (1) $1,000.0 10,409,017 10,409,017 — $705.3 October 2024 $1,250.0 4,444,245 (2) — 4,444,245 (3) $330.3 (1) Applicable ATM program terminated and no future forward sales will occur under the program.
Critical Accounting Policies and Estimates The preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company’s management to use judgment in the application of accounting policies, including making estimates and assumptions.
Recent Accounting Pronouncements Refer to Note 2 – Summary of Significant Accounting Policies in the consolidated financial statements for a summary and anticipated impact of each accounting pronouncement on the Company’s financial statements. 42 Table of Contents Critical Accounting Policies and Estimates The preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company’s management to use judgment in the application of accounting policies, including making estimates and assumptions.
General and administrative expenses increased $2.4 million, or 7%, to $37.2 million for the year ended December 31, 2024, compared to $34.8 million for the year ended December 31, 2023.
General and administrative expenses increased $6.9 million, or 18%, to $44.1 million for the year ended December 31, 2025, compared to $37.2 million for the year ended December 31, 2024.
During the year ended December 31, 2023, the Company settled the remaining 4,150,000 shares of these October 2022 forward sale agreements, realizing net proceeds of $275.0 million. The offering resulted in total net proceeds to the Company of $381.2 million after deducting fees and expenses and making certain adjustments as provided in the forward sale agreements.
As of December 31, 2022, the Company settled 1,600,000 shares of these October 2022 forward sale agreements, realizing net proceeds of $106.2 million. During the year ended December 31, 2023, the Company settled the remaining 4,150,000 shares of these October 2022 forward sale agreements, realizing net proceeds of $275.0 million.
In May 2022, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters’ option to purchase 750,000 shares in connection with forward sale agreements.
In April 2025, the Company completed a follow-on public offering of 5,175,000 shares of common stock, including the full exercise of the underwriters’ option to purchase an additional 675,000 shares in connection with the forward sale agreements. As of December 31, 2025, the Company has not settled any of these shares.
Also refer to “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s previously filed Annual Report on Form 10-K for the year ended December 31, 2023 for additional discussion of our financial condition and results of operations, including a comparison of our results of operations for the years ended December 31, 2023 and December 31, 2022. 30 Table of Contents Overview The Company is a fully integrated REIT primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants.
Also refer to “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s previously filed Annual Report on Form 10-K for the year ended December 31, 2024 for additional discussion of our financial condition and results of operations, including a comparison of our results of operations for the years ended December 31, 2024 and December 31, 2023.
The Company has entered into mortgage loans which are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that the Company defaults under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.
The weighted average interest rate on the Company’s mortgage notes payable was 3.67% as of December 31, 2025. The Company has entered into mortgage loans which are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that the Company defaults under the loan.
Mortgage Notes Payable As of December 31, 2024, the Company had total gross mortgage indebtedness of $43.9 million which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $76.3 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.73% as of December 31, 2024.
In May 2025, the Operating Partnership repaid the $50.0 million 2025 Senior Unsecured Notes at maturity. Mortgage Notes Payable As of December 31, 2025, the Company had total gross mortgage indebtedness of $42.9 million which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $73.3 million.
Non-GAAP Financial Measures Funds from Operations (“FFO” or “Nareit FFO”) FFO is defined by the National Association of Real Estate Investment Trusts, Inc.
Determination of the fair value of a property for purposes of measuring impairment may involve significant judgment. 43 Table of Contents Non-GAAP Financial Measures Funds from Operations (“FFO” or “Nareit FFO”) FFO is defined by the National Association of Real Estate Investment Trusts, Inc.
(3) After considering the shares of common stock sold subject to forward sale agreements under the October 2024 ATM Program, the Company had approximately $1.24 billion of availability under the October 2024 ATM Program as of December 31, 2024.
(2) After considering the shares of common stock sold subject to forward sale agreements under the program, the Company had approximately $914.5 billion of availability under the October 2024 Program as of December 31, 2025. (3) The Company is required to settle the outstanding forward shares of common stock under the program by dates between June 2026 and May 2027.
These guarantees are senior unsecured obligations of the guarantors, rank equally in right of payment with all other existing and future senior unsecured indebtedness and are effectively subordinated to all secured indebtedness of the Operating Partnership and each guarantor (to the extent of the value of the collateral securing such indebtedness). 37 Table of Contents The Public Notes are governed by an Indenture, dated August 17, 2020, among the Operating Partnership, the Company and respective trustee (as amended and supplemented by an officer’s certificate dated at the issuance of each of the Public Notes, the “Indenture”).
These guarantees are senior unsecured obligations of the guarantors, rank equally in right of payment with all other existing and future senior unsecured indebtedness and are effectively subordinated to all secured indebtedness of the Operating Partnership and each guarantor (to the extent of the value of the collateral securing such indebtedness).
The Company, as sole general partner of the Operating Partnership, has the option to settle exchanged Operating Partnership Common Units held by others for cash based on the current trading price of our shares. Assuming the exchange of all Operating Partnership Common Units, there would have been 107,596,324 shares of common stock outstanding at December 31, 2024.
The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of Company common stock on a one-for-one basis. The Company, as sole general partner of the Operating Partnership, has the option to settle exchanged Operating Partnership Common Units held by others for cash based on the current trading price of our shares.
The Private Placements did not involve a public offering in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act. ​ Senior Unsecured Notes – Public Offerings The Senior Unsecured Public Notes (collectively the “Public Notes”) are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership.
Senior Unsecured Notes – Public Offerings The Senior Unsecured Public Notes (collectively the “Public Notes”) are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership.
During the year ended December 31, 2024, the Company received proceeds of $444.7 million from the issuance of the 2034 Senior Unsecured Public Notes in May 2024 while $350.0 million of proceeds were received in connection with the 2029 Unsecured Term Loan that closed in July 2023.
During the year ended December 31, 2025, the Company received gross proceeds of $397.2 million from the issuance of the 2035 Senior Unsecured Public Notes in May 2025, compared to gross proceeds of $444.7 million from the issuance of the 2034 Senior Unsecured Public Notes in 2024.
The public offering was priced at 98.83% of the principal amount, resulting in net proceeds of $444.7 million. Upon completion of the underwritten public offering, the Company terminated $150.0 million of forward-starting interest rate swap agreements as well as the $150.0 million US Treasury lock that hedged the 2034 Senior Unsecured Public Notes, receiving $4.4 million, net upon termination.
The public offering was priced at 99.297% of the principal amount, resulting in proceeds of $397.2 million before deducting debt issuance costs. In connection with the underwritten public offering, the Company terminated $325.0 million of forward-starting interest rate swap agreements that hedged the 2035 Senior Unsecured Public Notes, receiving $13.6 million, net upon termination.
The Company’s total debt to total enterprise value was 26.6% at December 31, 2024. At December 31, 2024, the non-controlling interest in the Operating Partnership consisted of a 0.3% common ownership interest in the Operating Partnership. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of Company common stock on a one-for-one basis.
The Company’s total debt to total enterprise value was 27.4% at December 31, 2025. 35 Table of Contents At December 31, 2025, the non-controlling interest in the Operating Partnership consisted of a 0.3% common ownership interest in the Operating Partnership.
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. 41 Table of Contents 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.
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.
The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the NYSE in 1994.
Overview The Company is a fully integrated REIT primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the NYSE in 1994.
The Company settled all of the May 2022 forward sales agreements in 2022 which resulted in net proceeds to the Company of 33 Table of Contents approximately $386.7 million, after deducting fees and expenses and making certain other adjustments.
The offering resulted in total net proceeds to the Company of $381.2 million after deducting fees and expenses and making certain adjustments as provided in the forward sale agreements.
Material Cash Requirements In conducting our business, the Company enters into contractual obligations, including those for debt and operating leases for land. ​ Details on these obligations as of December 31, 2024, including expected settlement periods, is contained below ( presented in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2026 2027 2028 2029 Thereafter Total Mortgage Notes Payable ​ $ 1,025 ​ $ 629 ​ $ — ​ $ — ​ $ 42,250 ​ $ — ​ $ 43,904 Revolving Credit Facility (1) ​ — ​ — ​ — ​ 158,000 ​ — ​ — ​ 158,000 Unsecured Term Loan ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 350,000 ​ ​ — ​ ​ 350,000 Senior Unsecured Notes ​ 50,000 ​ — ​ 50,000 ​ 410,000 ​ 100,000 ​ 1,650,000 ​ 2,260,000 Land Lease Obligations ​ 1,546 ​ 1,552 ​ 1,413 ​ 1,385 ​ 1,376 ​ 34,478 ​ 41,750 Estimated Interest Payments on Outstanding Debt (2) ​ 114,404 ​ 113,475 ​ 112,220 ​ 102,925 ​ 120,405 ​ 201,274 ​ 764,703 Total ​ $ 166,975 ​ $ 115,656 ​ $ 163,633 ​ $ 672,310 ​ $ 614,031 ​ $ 1,885,752 ​ $ 3,618,357 (1) The Revolving Credit Facility matures in August 2028, with options to extend the maturity date by six months up to two times, for a maximum maturity of August 2029.
Material Cash Requirements In conducting our business, the Company enters into contractual obligations, including those for debt and operating leases for land. 41 Table of Contents Details on these obligations as of December 31, 2025, including expected settlement periods, are presented below ( in thousands ): 2026 2027 2028 2029 2030 Thereafter Total Mortgage Notes Payable $ 628 $ — $ — $ 42,250 $ — $ — $ 42,878 Revolving Credit Facility and Commercial Paper Notes (1) 320,500 — — — — — 320,500 Unsecured Term Loans (2) — — — 350,000 — — 350,000 Senior Unsecured Notes — 50,000 410,000 100,000 475,000 1,575,000 2,610,000 Land Lease Obligations 2,055 2,120 2,097 2,088 1,856 33,027 43,243 Estimated Interest Payments on Outstanding Debt (3) 124,200 122,932 117,138 96,819 87,099 236,424 784,612 Total $ 447,383 $ 175,052 $ 529,235 $ 591,157 $ 563,955 $ 1,844,451 $ 4,151,233 (1) The Revolving Credit Facility matures in August 2028, with options to extend the maturity date by six months up to two times, for a maximum maturity of August 2029.
Senior Unsecured Notes – Private Placement The Senior Unsecured Notes (collectively the “Private Placements”) were issued in private placements to individual investors.
Senior Unsecured Notes – Private Placement The Senior Unsecured Notes (collectively the “Private Placements”) were issued in private placements to individual investors. The Private Placements did not involve a public offering in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.
As of December 31, 2024, we had over $2.00 billion of liquidity, which consisted of cash and cash equivalents of $6.4 million, unsettled forward equity of $919.9 million and $1.09 billion of availability under our Revolving Credit Facility, subject to compliance with covenants.
As of December 31, 2025, the Company had approximately $2.02 billion of liquidity, which consists of cash and cash equivalents, including cash held in escrow of $20.6 million, unsettled forward equity of $716.1 million, $350.0 million of undrawn capacity under the 2031 Term Loan and $929.5 million of availability under our Revolving Credit Facility, adjusted to reflect the outstanding Commercial Paper Notes, subject to compliance with covenants.
Agree has agreed to reimburse the Company for his proportionate share of loss incurred under the Revolving Credit Facility in an amount to be determined by facts and circumstances at the time of loss.
Agree has agreed to reimburse the Company for his proportionate share of loss incurred under the Revolving Credit Facility and/or certain other indebtedness in an amount to be determined by facts and circumstances at the time of loss. 2029 Unsecured Term Loan On July 31, 2023, the Company closed on the unsecured $350.0 million 5.5-year term loan (the “2029 Unsecured Term Loan”) which includes an accordion option that allows the Company to request additional lender commitments up to a total of $500.0 million and matures in January 2029.
Borrowings increased due to the $450.0 million 2034 Senior Unsecured Public Notes that were issued in May 2024 and the $350.0 million 2029 Unsecured Term Loan (defined below) that closed in July 2023.
Interest expense, net increased approximately $21.5 million related to the $400.0 million 2035 Senior Unsecured Public Notes that were issued in May 2025 and the $450.0 million 2034 Senior Unsecured Public Notes that were issued in May 2024, partially offset by a decrease in interest due to the repayment of the $50.0 million 2025 Senior Unsecured Notes in May 2025.
The holder of the Operating Partnership Common Units is entitled to an equal distribution per Operating Partnership Common Unit held.
Dividends During 2025, the Company declared monthly dividends totaling $3.081 per common share. The holder of the Operating Partnership Common Units is entitled to an equal distribution per Operating Partnership Common Unit held. The December dividends and distributions were recorded as a liability on the consolidated balance sheets at December 31, 2025 and were paid on January 15, 2026.
At December 31, 2024, the Company had 20 development or DFP projects under construction. 1 When used within this discussion, “weighted average capitalization rate” for acquisitions and dispositions is defined by the Company as the sum of contractual fixed annual rents computed on a straight-line basis over the primary lease terms and anticipated annual net tenant recoveries, divided by the purchase and sale prices for occupied properties. 31 Table of Contents Comparison of Year Ended December 31, 2024 to Year Ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Variance ​ December 31, 2024 December 31, 2023 (in dollars) (percentage) Rental Income ​ $ 616,822 ​ $ 537,403 ​ $ 79,419 ​ 15 % Real Estate Tax Expense ​ $ 46,882 ​ $ 40,092 ​ $ 6,790 ​ 17 % Property Operating Expense ​ $ 26,349 ​ $ 24,961 ​ $ 1,388 ​ 6 % Depreciation and Amortization Expense ​ $ 206,987 ​ $ 176,277 ​ $ 30,710 ​ 17 % ​ The variances in rental income, real estate tax expense, property operating expense and depreciation and amortization expense shown above were due to the acquisition and the ownership of an increased number of properties during the year ended December 31, 2024 compared to the year ended December 31, 2023 , as further described under Results of Operations - Overall above .
Development and Developer Funding Platform The following summarizes the Company’s development and Developer Funding Platform (“DFP”) activity during the periods presented: Year Ended December 31, 2025 Projects completed 21 Projects commenced 14 Projects under construction at period-end 13 Dispositions The following summarizes the Company’s disposition activity during the periods presented ( dollars in thousands ): Year Ended December 31, 2025 Number of properties sold 22 Net proceeds $ 42,067 Gain on sale of assets, net $ 5,416 Comparison of Year Ended December 31, 2025 to Year Ended December 31, 2024 (dollars in thousands) Year Ended December 31, Variance 2025 2024 (in dollars) (percentage) Rental Income $ 718,163 $ 616,822 $ 101,341 16 % Real Estate Tax Expense $ 52,231 $ 46,882 $ 5,349 11 % Property Operating Expense $ 33,773 $ 26,349 $ 7,424 28 % Depreciation and Amortization Expense $ 239,308 $ 206,987 $ 32,321 16 % The variances in rental income, real estate tax expense, property operating expense and depreciation and amortization expense shown above were due to the acquisition and the ownership of an increased number of properties during the year ended December 31, 2025 compared to the year ended December 31, 2024 , as further described under Results of Operations - Overall above .
Removed
Similarly, the full rental income impact of acquisitions made during 2024 will not be seen until 2025. Acquisitions During the year ended December 31, 2024, the Company acquired 242 retail net lease assets for approximately $874.5 million, which includes acquisition and closing costs.
Added
Similarly, the full rental income impact of acquisitions made during 2025 will not be seen until 2026. 32 Table of Contents Acquisitions The following summarizes the acquisitions completed by the Company during the periods presented (dollars in thousands ): Year Ended December 31, 2025 Number of properties acquired 305 Location (by state) 41 Tenant retail sectors 29 Weighted-average lease term (years) 11.5 Underwritten weighted-average capitalization rate (1) 7.2 % Total purchase price, including acquisition and closing costs $ 1,448,066 (1) Weighted-average capitalization rate for acquisitions is 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 aggregate purchase price for occupied properties.
Removed
These properties are located in 44 states and are leased to tenants operating in 27 diverse retail sectors for a weighted average lease term of approximately 10.4 years.

… 53 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

12 edited+6 added−0 removed5 unchanged
Biggest changeAverage interest rates shown reflect the impact of the swap agreements employed to fix interest rates. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2026 2027 2028 2029 Thereafter Total Mortgage Notes Payable ​ $ 1,025 $ 629 $ — $ — $ 42,250 $ — ​ $ 43,904 Average Interest Rate ​ ​ 6.27 % ​ 6.27 % ​ ​ ​ ​ ​ ​ ​ 3.63 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving Credit Facility (1) ​ ​ $ — ​ $ — ​ $ — $ 158,000 ​ $ — ​ $ — ​ $ 158,000 Average Interest Rate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5.43 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unsecured Term Loan ​ ​ $ — ​ $ — ​ $ — $ — ​ $ 350,000 ​ $ — ​ $ 350,000 Average Interest Rate (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.52 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Senior Unsecured Notes ​ ​ $ 50,000 ​ $ — ​ $ 50,000 ​ $ 410,000 ​ $ 100,000 ​ $ 1,650,000 ​ $ 2,260,000 Average Interest Rate ​ ​ ​ 4.16 % ​ ​ ​ ​ 4.26 % ​ 2.45 % ​ 4.19 % 4.05 % ​ ​ (1) The Revolving Credit Facility matures in August 2028, with options to extend the maturity date by six months up to two times, for a maximum maturity of August 2029.
Biggest changeAverage interest rates shown reflect the impact of the swap agreements employed to fix interest rates. 2026 2027 2028 2029 2030 Thereafter Total Mortgage Notes Payable $ 628 $ — $ — $ 42,250 $ — $ — $ 42,878 Interest Rate 6.27 % 3.63 % Revolving Credit Facility (1) and Commercial Paper Notes (2) $ 320,500 $ — $ — $ — $ — $ — $ 320,500 Interest Rate 3.94 % Unsecured Term Loans (3) $ — $ — $ — $ 350,000 $ — $ — $ 350,000 Interest Rate 4.37 % (4) Senior Unsecured Notes $ — $ 50,000 $ 410,000 $ 100,000 $ 475,000 $ 1,575,000 $ 2,610,000 Interest Rate 4.26 % 2.45 % 4.19 % 3.71 % 4.48 % (1) The Revolving Credit Facility had no outstanding balance as of December 31, 2025.
The table below presents the principal payments ( presented in thousands ) and the weighted average interest rates on outstanding debt, by year of expected maturity, to evaluate the expected cash flows and sensitivity to interest rate changes.
The table below presents the principal payments ( in thousands ) and the weighted average interest rates on outstanding debt, by year of expected maturity, to evaluate the expected cash flows and sensitivity to interest rate changes.
The table above incorporates those exposures that exist as of December 31, 2024; it does not consider those exposures or positions which could arise after that date. As a result, the Company’s ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates.
The table above incorporates those exposures that exist as of December 31, 2025; it does not consider those exposures or positions which could arise after that date. As a result, the Company’s ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates.
The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and our future financing requirements. 43 Table of Contents The Company’s interest rate risk is monitored using a variety of techniques.
The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and our future financing requirements. 45 Table of Contents The Company’s interest rate risk is monitored using a variety of techniques.
In August and September 2024, the Company entered into forward-starting interest rate swap agreements to hedge against variability in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $200.0 million of long-term debt.
In August, September and October of 2025, the Company entered into forward-starting interest rate swap agreements to hedge against variability in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $200.0 million of long-term debt.
The fair value of the Revolving Credit Facility and Unsecured Term Loan approximate their carrying values as they are variable rate debt. At December 31, 2024, our outstanding Mortgage Notes Payable and Senior Unsecured Notes had fixed interest rates.
The fair value of the Revolving Credit Facility and Unsecured Term Loans approximate their carrying values as they are variable rate debt. At December 31, 2025, our outstanding Mortgage Notes Payable and Senior Unsecured Notes had fixed interest rates.
The swaps are designated to hedge the variable rate interest payments indexed to SOFR in the Senior Unsecured Term Loan which matures January 2029. As of December 31, 2024, these interest rate swaps were valued as an asset of approximately $5.2 million.
The swaps are designated to hedge the variable rate interest payments indexed to SOFR in the Senior Unsecured Term Loan which matures January 2029. As of December 31, 2025, these interest rate swaps were valued as a liability of approximately $2.8 million.
(2) The interest rate of the Unsecured Term Loan reflects the credit spread of 85 basis points, plus a 10 basis point SOFR adjustment and the impact of the interest rate swaps which convert $350.0 million of SOFR based interest to a fixed interest rate of 3.57%.
(4) The interest rate of the 2029 Unsecured Term Loan reflects the credit spread of 80 basis points and the impact of the interest rate swaps which convert $350.0 million of SOFR based interest to a fixed interest rate of 3.57%.
Interest on our Revolving Credit Facility and Unsecured Term Loan is variable, and as a result, we are subject to interest rate risk with respect to such floating-rate debt.
Interest on our Revolving Credit Facility and Unsecured Term Loans are variable, and as a result, we are subject to interest rate risk with respect to such floating-rate debt. In addition, given the short-term nature of the Commercial Paper Notes, we are subject to interest rate risk related to the borrowings.
The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending April 2026. As of December 31, 2024, these interest rate swaps are valued as an asset of approximately $12.3 million.
The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending June 2026.
The Company does not use derivative instruments for trading or other speculative purposes, and the Company did not have any other derivative instruments as of December 31, 2024. 44 Table of Contents The fair value of the mortgage notes payable and senior unsecured notes is estimated to be $40.6 million and $2.08 billion, respectively, as of December 31, 2024.
As of December 31, 2025, these interest rate swaps are valued as an asset of approximately $2.7 million. 46 Table of Contents The Company does not use derivative instruments for trading or other speculative purposes, and the Company did not have any other derivative instruments as of December 31, 2025.
Assuming no change in the outstanding borrowings under the Revolving Credit Facility during fiscal 2025, a hypothetical 100-basis point increase or decrease in market interest rates sustained throughout the year would change our annual interest expense by $1.6 million. The variable interest rate feature on our Unsecured Term Loan has been mitigated by interest rate swap agreements.
There are no borrowings outstanding under the Revolving Credit Facility and $320.5 million of Commercial Paper Notes outstanding at December 31, 2025. A hypothetical 100-basis point increase or decrease in market interest rates, assuming no change in the amount outstanding on these borrowings, would change annual interest expense by $3.2 million.
Added
The Revolving Credit Facility matures in August 2028 with options to extend the maturity date by six months up to two times, for a maximum maturity of August 2029. (2) The weighted-average maturity of the Commercial Paper Notes outstanding at December 31, 2025 was less than one month.
Added
(3) As of December 31, 2025, no amounts had been drawn under the 2031 Unsecured Term Loan. Had amounts been drawn, the applicable interest rate would have reflected the credit spread of 80 basis points and the impact of the interest rate swaps which convert $350.0 million of SOFR based interest to a fixed interest rate of 3.22%.
Added
In September and October of 2025, the Company entered into $350.0 million of forward starting interest rate swap agreements to hedge against variability in future cash flows resulting from changes in SOFR. The swaps exchange variable rate interest on $350.0 million of SOFR indexed debt to a weighted average fixed interest rate of 3.22%.
Added
The swaps are designated to hedge the variable rate interest payments indexed to SOFR in the 2031 Senior Unsecured Term Loan which matures May 2031. As of December 31, 2025, these interest rate swaps were valued as an asset of approximately $3.3 million.
Added
The fair value of the mortgage notes payable and senior unsecured notes is estimated to be $40.9 million and $2.55 billion, respectively, as of December 31, 2025. The fair value of the Commercial Paper Notes is estimated to equal the carrying amount due to the short-term maturity of the instruments and as the stated interest rates approximate current market rates.
Added
The variable interest rate features on our unsecured term loans have been mitigated by interest rate swap agreements.

Other ADC 10-K year-over-year comparisons