Coughenour Peter 4

What Happened

• Peter Coughenour, CFO of Agree Realty Corp (ADC), was issued restricted common shares on Feb 23, 2026 and had shares withheld to cover tax withholdings. The filing reports two awards: 8,510 shares (grant) and 4,003 shares (performance-related award) — total 12,513 shares issued at $0.00 per share. Separately, 4,401 shares were disposed (withheld) at $79.32 per share to satisfy tax liabilities, generating $349,087.

Key Details

• Transaction dates: all reported on 2026-02-23; Form 4 filed 2026-02-25.
• Grant details:
  • 8,510 restricted shares (code A) issued at $0.00 — subject to vesting (see footnote F1).
  • 4,003 restricted shares (code A) issued at $0.00 — these vested immediately (footnote F2).
• Tax withholding/disposition:
  • 4,401 shares (code F) withheld/disposed at $79.32 to cover taxes = $349,087 (footnote F3 describes shares withheld for tax on vesting).
• Shares owned after transaction: not specified in the excerpt of the filing.
• Filing timeliness: Form 4 was filed two days after the transaction date (within the standard two-business-day reporting window).

Context

• These transactions are awards and an issuer withholding for taxes — not open-market purchases or sales. F1 notes the 8,510 restricted shares vest in three tranches (2,837; 2,837; 2,836) on Feb 23 of 2027, 2028 and 2029, respectively. F2 confirms the 4,003 restricted shares were issued upon vesting of performance units and vested immediately on Feb 23, 2026. F3 indicates the issuer withheld shares to satisfy tax withholding obligations related to vesting. Withholding transactions are routine tax-related dispositions and do not necessarily signal a personal decision to sell shares on the market.