艾格里不动产美股招股说明书(2025-04-25版)

This is a public offering of common stock of Agree Realty Corporation. We expect to enter into a forward sale agreementwith Bank of America,N.A., which we refer to in this capacity as the forward purchaser. In connection with the forward saleagreement, the forward purchaser or its affiliates are borrowing from third parties and selling to the underwriters an aggregateof 4,500,000 shares of our common stock (or an aggregate of 5,175,000 shares of our common stock if the underwriters’ optionto purchase additional shares is exercised in full) that will be delivered in this offering. We will not initially receive any proceeds from the sale of shares of our common stock by the forward purchaser. We expectto physically settle the forward sale agreement (by the delivery of shares of our common stock) and receive proceeds from thesale of those shares of our common stock upon one or more forward settlement dates no later than October26, 2026. We mayalso elect to cash settle or net share settle all or a portion of our obligations under the forward sale agreement if we conclude itis in our best interest to do so. If we elect to cash settle the forward sale agreement, we may not receive any proceeds and wemay owe cash to the forward purchaser in certain circumstances. If we elect to net share settle the forward sale agreement, wewill not receive any proceeds, and we may owe shares of our common stock to the forward purchaser in certain circumstances.See “Underwriting-Forward Sale Agreement.” If the forward purchaser or its affiliate does not sell on the anticipated closing date of this offering all of the shares of ourcommon stock to be sold by it to the underwriters, we will issue and sell to the underwriters a number of shares of our commonstock equal to the number of shares of our common stock that the forward purchaser or its affiliate did not sell and the numberof shares underlying the forward sale agreement will be decreased in respect of the number of shares that we issue and sell. Our common stock is listed on the New York Stock Exchange under the symbol “ADC.” The last reported sale price of ourcommon stock on April 22, 2025 was $79.12 per share. To preserve our status as a real estate investment trust (“REIT”) for federal income tax purposes, we impose certainrestrictions on the ownership of our stock. See “Description of Common Stock — Restrictions on Ownership and Transfer” inthe accompanying prospectus. Investment in our common stock involves risks. You should consider the risks that we have described in “Risk Factors”beginning on pageS-4of this prospectus supplement and page2of the accompanying prospectus, as well as the risks described in ourmost recent Annual Report on Form 10-K, incorporated by reference herein, and the other reports we file with the U.S. Securitiesand Exchange Commission (the “SEC”), before buying shares of our common stock. (2)We expect to receive net proceeds from the sale of the shares of our common stock, before fees and estimated expenses,of$338 million upon full physical settlement of the forward sale agreement, which we expect to occur no later thanOctober26, 2026. For the purposes of calculating the aggregate net proceeds to us, we have assumed that the forward saleagreement will be fully physically settled based on the initial forward sale price of $75.10 per share, which is the publicoffering price less the underwriting discount shown above. The forward sale price is subject to adjustment pursuant to theterms of the forward sale agreement, and the actual proceeds, if any, to us will be calculated as described in this prospectussupplement. Although we expect to settle the forward sale agreement entirely by the full physical delivery of shares of ourcommon stock in exchange for cash proceeds, we may elect cash settlement or net share settlement for all or a portion ofour obligations under the forward sale agreement. See “Underwriting-Forward Sale Agreement” for a description of theforward sale agreement. The shares of common stock may be offered by the underwriters from time to time for sale in one or more transactions onthe New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market pricesprevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. See “Underwriting”. The underwriters have been granted a 30-day option from the date of this prospectus supplement, exercisable in whole or inpart from time to time, to purchase up to an additional 675,000 shares of our common stock at the initial price to the public lessthe underwriting discount, subject to certain adjustments. Upon any exercise of such option, we may elect that such additionalshares of common stock be sold by the forward purchaser or its respective affiliates to the underwriter, in which case we willenter into additional forward sale agreements with the forward purchaser in respect of the number of shares that ar