AGREE REALTY CORP 8-K

What Happened Agree Realty Corporation (ADC) filed an 8-K on April 24, 2026 announcing a new at-the-market (ATM) equity distribution agreement that allows the Company and its operating partnership to issue and sell up to $1,750,000,000 of common stock. The agreement names multiple investment banks and broker-dealers as sales agents (e.g., Wells Fargo, BofA, J.P. Morgan, Morgan Stanley, Jefferies, Raymond James and others) and also contemplates forward sale arrangements with various forward purchasers. The Company simultaneously terminated its prior ATM program established in October 2024.

Key Details

• Aggregate offering amount: up to $1,750,000,000 of common stock under the Company’s Form S-3ASR registration (File No. 333-295307), effective April 24, 2026.
• Sales methods: “at the market” sales on NYSE or to/through market makers, negotiated transactions (including block trades), and forward sale agreements (contingent and non-contingent/fixed share forwards).
• Economics and settlement: sales agent commissions up to 2.0%; forward sellers/agents may receive commissions (up to 2.0%) via reduced forward sale prices; fixed share forwards are expected to be physically settled (Company receives proceeds), but cash or net-share settlement is possible. The Company may receive contingency premiums for certain contingent forward transactions.
• Other mechanics: contingent forwards let purchasers decide to exercise portions prior to contingency expiration; the Company noted initial forward prices for contingent forwards are expected to be above, but not substantially above, the volume-weighted average price of the forward seller’s hedge.

Why It Matters This filing gives Agree Realty flexibility to raise capital over time through ATM sales and structured forward transactions, which can be used for general corporate purposes (e.g., acquisitions, debt reduction, or balance sheet management). The program’s $1.75B capacity is sizable relative to typical REIT capital needs and could meaningfully impact share supply and dilution depending on how much is sold and the settlement method (physical vs. net-share or cash). Investors should monitor future 8-Ks or prospectus supplements for actual issuance amounts, pricing, and any use of proceeds.