Agree Realty (ADC) 10-K 2021 FY Annual report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 1-12928

AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	38-3148187
State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)

70 E. Long Lake Road, Bloomfield Hills, Michigan (Address of principal executive offices) 48304 (Zip Code)

(248) 737-4190

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $.0001 par value	ADC	New York Stock Exchange
Depositary Shares, each representing one-thousandth of a share of 4.25% Series A Cumulative Redeemable Preferred Stock, $0.0001 par value	ADCPrA	New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ⌧ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ⌧

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ⌧	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ⌧

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ⌧

The aggregate market value of the Registrant’s shares of common stock held by non-affiliates was $4,857,492,055 as of June 30, 2021, based on the closing price of $70.49 on the New York Stock Exchange on that date.

At February 21, 2022, there were 71,285,311 shares of common stock, $.0001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the annual stockholder meeting to be held in 2022 are incorporated by reference into Part III of this Annual Report on Form 10-K as noted herein.

AGREE REALTY CORPORATION

Index to Form 10-K

		Page
PART I
Item 1:	Business	2
Item 1A:	Risk Factors	9
Item 1B:	Unresolved Staff Comments	22
Item 2:	Properties	23
Item 3:	Legal Proceedings	26
Item 4:	Mine Safety Disclosures	26
PART II
Item 5:	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
Item 6:	[Reserved]	27
Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A:	Quantitative and Qualitative Disclosures about Market Risk	42
Item 8:	Financial Statements and Supplementary Data	43
Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	43
Item 9A:	Controls and Procedures	43
Item 9B:	Other Information	44
Item 9C:	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	44
PART III
Item 10:	Directors, Executive Officers and Corporate Governance	45
Item 11:	Executive Compensation	45
Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	45
Item 13:	Certain Relationships and Related Transactions, and Director Independence	45
Item 14:	Principal Accountant Fees and Services	45
PART IV
Item 15:	Exhibits and Financial Statement Schedules	46
	Consolidated Financial Statements and Notes	F-1
Item 16:	Form 10-K Summary	50
SIGNATURES

PART I

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Currently, one of the most significant factors, however, is the adverse effect of the current pandemic of the novel coronavirus, or COVID-19, on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets. The extent to which COVID-19 impacts the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Moreover, you should interpret many of the risks identified in this report, as well as the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic. Additional factors which may cause actual results to differ materially from current expectations include, but are not limited to:  global and national economic conditions and changes in general economic, financial and real estate market conditions; the financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies; the Company’s concentration with certain tenants and in certain markets, which may make the Company more susceptible to adverse events; changes in the Company’s business strategy; risks that the Company’s acquisition and development projects will fail to perform as expected; adverse changes and disruption in the retail sector and the financing stability of the Company’s tenants, which could impact tenants’ ability to pay rent and expense reimbursement; the Company’s ability to pay dividends; risks relating to information technology and cybersecurity attacks, loss of confidential information and other related business disruptions; loss of key management personnel; the potential need to fund improvements or other capital expenditures out of operating cash flow; financing risks, such as the inability to obtain debt or equity financing on favorable terms or at all; the level and volatility of interest rates; the Company’s ability to renew or re-lease space as leases expire; limitations in the Company’s tenants’ leases on real estate tax, insurance and operating cost reimbursement obligations; loss or bankruptcy of one or more of the Company’s major tenants, and bankruptcy laws that may limit the Company’s remedies if a tenant becomes bankrupt and rejects its leases; potential liability for environmental contamination, which could result in substantial costs; the Company’s level of indebtedness, which could reduce funds available for other business purposes and reduce the Company’s operational flexibility; covenants in the Company’s credit agreements and unsecured notes, which could limit the Company’s flexibility and adversely affect its financial condition; credit market developments that may reduce availability under the Company’s revolving credit facility; an increase in market interest rates which could raise the Company’s interest costs on existing and future debt; a decrease in interest rates, which may lead to additional competition for the acquisition of real estate or adversely affect the Company’s results of operations; the Company’s hedging strategies, which may not be successful in mitigating the Company’s risks associated with interest rates; legislative or regulatory changes, including changes to laws governing real estate investment trusts (“REITs”); the Company’s ability to maintain its qualification as a REIT for federal income tax purposes and the limitations imposed on its business by its status as a REIT; and the Company’s failure to qualify as a REIT for federal income tax purposes, which could adversely affect the Company’s operations and ability to make distributions.

Unless the context otherwise requires, references in this Annual Report on Form 10-K to the terms “registrant,” the “Company,” “Agree Realty,” “we,” “our” or “us” refer to Agree Realty Corporation and all of its consolidated subsidiaries, including its majority owned operating partnership, Agree Limited Partnership (the “Operating Partnership”). Agree Realty has elected to treat certain subsidiaries as taxable real estate investment trust subsidiaries which are collectively referred to herein as the “TRS.”

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Item 1:       Business

General

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 New York Stock Exchange (“NYSE”) in 1994. 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 99.5% common interest as of December 31, 2021. Under the partnership agreement 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, 2021, the Company’s portfolio consisted of 1,404 properties located in 47 states and totaling approximately 29.1 million square feet of gross leasable area (“GLA”).

As of December 31, 2021, the Company’s portfolio was approximately 99.5% leased and had a weighted average remaining lease term of approximately 9.3 years. A significant majority of the Company’s properties are leased to national tenants and approximately 67.0% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings (acting through Standard & Poor’s Financial Services LLC), Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance.

As of December 31, 2021, the Company had 57 full-time employees, covering acquisitions, development, legal, asset management, accounting, finance, administrative and executive functions.

The Company was incorporated in December 1993 under the laws of the State of Maryland.  The Company believes that it has operated, and it intends to continue to operate, in such a manner to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). In order to maintain qualification as a REIT, the Company must, among other things, distribute at least 90% of its REIT taxable income each year and meet asset and income tests. Additionally, its charter limits ownership of the Company, directly or constructively, by any single person to 9.8% of the value or number of shares, whichever is more restrictive, of its outstanding common stock and 9.8% of the value of the aggregate of all of its outstanding stock, subject to certain exceptions. As a REIT, the Company is not subject to federal income tax with respect to that portion of its income that is distributed currently to its stockholders.

The Company’s principal executive offices are located at 70 E. Long Lake Road, Bloomfield Hills, MI 48304 and its telephone number is (248) 737-4190. The Company’s website is www.agreerealty.com. 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. 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.

Recent Developments

For a discussion of business developments that occurred in 2021, 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 2021, the Company completed approximately $1.42 billion of investments in net leased retail real estate, including acquisition and closing costs. Total investment volume includes the acquisition of 290 properties for an aggregate purchase price of approximately $1.39 billion and the completed development of four properties for an aggregate cost of

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approximately $31.0 million. These 294 properties are net leased to 92 different tenants operating in 27 sectors and are located in 43 states. These assets are 100% leased for a weighted average lease term of approximately 11.5 years.

During 2021, the Company sold 18 properties for net proceeds of $56.0 million.

Leasing

During 2021, excluding properties that were sold, the Company executed new leases, extensions or options on more than 603,000 square feet of GLA throughout its portfolio. The annualized base contractual rent associated with these new leases, extensions or options is approximately $6.7 million.

Dividends

The Company transitioned to a monthly cash dividend commencing in January 2021.  The Company increased its monthly dividend per common share from $0.207 to $0.217 in April 2021 and further increased the monthly dividend per common share to $0.227 in October 2021.

The December 2021 dividend per share of $0.227 represents an annualized dividend of $2.72 per share and an annualized dividend yield of approximately 3.8% based on the last reported sales price of our common stock listed on the NYSE of $71.36 on December 31, 2021.  

The Company has paid a common cash dividend for 111 consecutive quarters, and although we expect to continue our policy of paying regular dividends, we cannot guarantee that we will maintain our current level of common dividends, that we will continue our recent pattern of increasing dividends per share or what our actual dividend yield will be in any future period.

In addition to its common dividends, the Company has paid monthly cash dividends on its 4.25% Series A Cumulative Redeemable Preferred Stock for all periods subsequent to its September 2021 issuance.  

Financing

Equity

During 2021, the Company completed two follow-on public offerings of common stock under its shelf registration statement, issuing a total of 8,050,000 common shares.  These offerings generated total net proceeds of $548.4 million. Additionally, the Company completed a follow-on public offering of 5,750,000 shares of common stock, in connection with forward sale agreements. Upon settlement of the forward agreements, the offering is anticipated to raise net proceeds of approximately $374.8 million.

In September 2021, the Company completed its first underwritten public offering of depositary shares (the “Depositary Shares”), each representing 1/1,000th of a share of Series A Preferred Stock, which resulted in net proceeds to the Company of approximately $170.3 million.

In February 2021, the Company entered into a new $500 million at-the-market (“ATM”) program (the “2021 ATM Program”) through which the Company, from time to time, may sell shares of common stock and/or enter into forward sale agreements.

During 2021, the Company settled 3,129,982 shares of common stock under predecessor ATM programs, generating net proceeds of $197.0 million.  Additionally, the Company completed forward sale agreements under the 2021 ATM Program for 2,125,296 shares of common stock, for anticipated future net proceeds of $144.4 million. None of the forward sales agreements under the 2021 ATM Program have been settled.  The Company is required to settle these forward agreements by various dates between March and December 2022.

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After considering the 2,125,296 shares of common stock subject to forward sale agreements under the 2021 ATM Program, the Company had approximately $349.7 million of availability remaining under the 2021 ATM Program as of December 31, 2021.

Debt

In May 2021, the Operating Partnership completed an underwritten public offering of $350 million aggregate principal amount of 2.000% Notes due 2028 (the “2028 Senior Unsecured Public Notes”) and $300 million in aggregate principal amount of 2.600% Notes due 2033 (the “2033 Senior Unsecured Public Notes”).  The 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes are fully and unconditionally guaranteed by the Company and certain wholly owned subsidiaries of the Operating Partnership.  Considering the effect of terminated swap agreements relating to these notes, the blended all-in rates for the $350 million and $300 million principal amounts are 2.11% and 2.13%, respectively.

In May 2021, the Company used proceeds from the offering of the 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes to repay all amounts outstanding under its unsecured term loans and settle the related swap agreements.  

In December 2021, the Company entered into a Third Amended and Restated Revolving Credit Agreement which increased its senior unsecured revolving credit facility (the "Revolving Credit Facility") to $1.0 billion. The Revolving Credit Facility includes an accordion option that allows the Company to request additional lender commitments up to a total of $1.75 billion. The Revolving Credit Facility will mature in January 2026 with Company options to extend the maturity date to January 2027.  The Revolving Credit Facility's interest rate is based on a pricing grid with a range of 72.5 to 140 basis points over LIBOR, determined by the Company's credit ratings, subject to improvement based on certain criteria.

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.  The following is a discussion of our investment, financing and asset management strategies.

Investment

We are primarily focused on the long-term, fee simple ownership of properties net leased to national or large, regional retailers operating in sectors we believe to be more e-commerce and recession resistant than other retail sectors. 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.

We seek to expand and enhance our portfolio by identifying the best risk-adjusted investment opportunities across our three external growth platforms: development, Partner Capital Solutions (“PCS”) and acquisitions.

Development: We have been developing retail properties since the formation of our predecessor company in 1971 and our development platform seeks to employ our capabilities to direct all aspects of the development process, including site selection, land acquisition, lease negotiation, due diligence, design and construction. Our developments are typically build-to-suit projects that result in fee simple ownership of the property upon completion.

Partner Capital Solutions: We launched our PCS program in April 2012. Our PCS program allows us to acquire properties or development opportunities by partnering with private developers or retailers on their in-process developments. We offer construction expertise, relationships, access to capital and forward commitments to purchase the properties to facilitate the successful completion of their projects. We typically take fee simple ownership of PCS projects upon their completion.

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Acquisitions: Our acquisitions platform was launched in April 2010 in order to expand our investment capabilities by pursuing opportunities that meet both our real estate and return on investment criteria.

We believe that development and PCS projects have the potential to generate superior risk-adjusted returns on investment in properties that are substantially similar to those we acquire.

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. 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.

Financing

We seek to maintain a capital structure that provides us with the flexibility to manage our business and pursue our growth strategies, while allowing us to service our debt requirements and generate appropriate risk-adjusted returns for our stockholders. We believe these objectives are best achieved by a capital structure that consists primarily of common equity and prudent amounts of preferred equity and debt financing. However, we may raise capital in any form and under terms that we deem acceptable and in the best interest of our stockholders.

We have previously utilized common and preferred stock equity offerings, secured mortgage borrowings, unsecured bank borrowings, private placements and public offerings of senior unsecured notes and the sale of properties to meet our capital requirements. 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 occasionally 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.

As of December 31, 2021, 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 24.5%, and its ratio of total debt to total gross assets (before accumulated depreciation) was approximately 30.4%.

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As of December 31, 2021, our total debt outstanding before deferred financing costs and original issue discount was $1.70 billion, including $32.6 million of secured mortgage debt that had a weighted average fixed interest rate of 4.16% (including the effects of interest rate swap agreements) and a weighted average maturity of 1.6 years, $1.51 billion of unsecured borrowings that had a weighted average fixed interest rate of 3.18% (including the effects of interest rate swap agreements) and a weighted average maturity of 8.4 years, and $160.0 million of floating rate borrowings under our revolving credit facility at a weighted average interest rate of approximately 1.84%.

Certain financial agreements to which the Company is a party contain covenants that limit its ability to incur debt under certain circumstances; however, our organizational documents do not limit the absolute amount or percentage of indebtedness that we may incur. As such, we may modify our borrowing policies at any time without stockholder approval.

Asset Management

We maintain a proactive leasing and capital improvement program that, combined with the quality and locations of our properties, has made our properties attractive to tenants. We intend to continue to hold our properties for long-term investment and, accordingly, place a strong emphasis on the quality of construction and an on-going program of regular and preventative maintenance. 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.

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.

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. 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. 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, 2021. See “Item 2 – Properties” for additional information on our top tenants and the composition of our tenant base.

Regulation

Environmental

Investments in real property create the potential for environmental liability on the part of the owner or operator of such real property. If hazardous substances are discovered on or emanating from a property, the owner or operator of the property may under certain statutory schemes be held strictly liable for all costs and liabilities relating to such hazardous substances. 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 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.

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We believe that we are in compliance, in all material respects, with all federal, state and local ordinances and regulations regarding hazardous or toxic substances. Furthermore, we have not received notice from any governmental authority of any noncompliance, liability or other claim in connection with any of our properties.

Americans with Disabilities Act of 1990

Our properties, as commercial facilities, are required to comply with Title III of the Americans with Disabilities Act of 1990 and similar state and local laws and regulations (collectively, the “ADA”). Investigation of a property may reveal non-compliance with the ADA. Our tenants will typically have primary responsibility for complying with the ADA, but we may incur costs if the tenant does not comply. As of December 31, 2021, 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.

Human Capital

Team Members and Values

As of December 31, 2021, the Company had 57 full-time team members covering acquisitions, development, legal, asset management, accounting, finance, administrative, and executive functions as compared to 49 full-time team members as of December 31, 2020. The increased headcount is attributable to the Company’s need to support its current and future portfolio growth.  

Our core values are the foundation of our Company culture and include: 

● Challenging ourselves to improve every facet of our business.

● Exemplifying an ownership mentality in our choices.

● Our team members are expected to be consistent and persistent in building the success of our business.

● We expect our team members to be disciplined in all aspects of the business.

● Team members are expected to think strategically.

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.

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.  Our talent management practices include the utilization of our core competency frameworks, professional development plans, career pathing and succession planning and carefully designed promotion and internal mobility opportunities.  

Our team members goal setting and performance feedback processes include formal quarterly and annual reviews and self and team leader reviews, as well as ongoing one-on-one meetings with team leaders. Professional development plans based on critical competencies are created and monitored to ensure progress is made along established timelines.

Financial and Health Wellness

As part of our compensation philosophy, we offer and maintain market competitive total rewards programs for team members in order to attract and retain superior talent. These programs not only include wages and incentives, but also health, welfare, and retirement benefits.

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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.  Compensation is used to achieve business objectives by attracting, retaining and motivating top talent.

● Reward superior individual and Company performance on both a short-term and long-term basis.  Performance-based pay aligns the interests of management with the interests of our stockholders and motivates and rewards individual efforts and company success.

● Align executives’ long-term interests with those of our stockholders.  The Company seeks to align these interests by providing a significant portion of executive officer 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. 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.  Insurance coverages are provided for all team members and their dependents, including medical, dental, vision, disability, and life insurance. The Company pays 100% of medical, short-term, long-term, and life insurance premiums for the Company team members and their families.

COVID-19

During 2021, we have continued to focus on the safety of our team members in response to the COVID-19 pandemic.  To do so we have:

● when warranted, closed our offices for non-essential functions and added remote work flexibility;

● increased cleaning protocols;

● maintained regular communication regarding impacts of the COVID-19 pandemic, including health and safety protocols and procedures;

● implemented screening of any team members and vendors at our offices;

● provided additional personal protective equipment and cleaning supplies;

● maintained protocols to address actual and suspected COVID-19 cases and potential exposure;

● limited non-essential travel for all team members; and

● continued employing protocols regarding required masks and social distancing

Environmental, Social and Governance (ESG)

Environmental Sustainability

The Company, through its team members, understands that corporate and environmental responsibility is an ongoing endeavor and embraces responsibility to being a steward of the environment, using natural resources carefully, and meeting the goals of its tenant partners. We remain committed to using our time, talents, resources and relationships to grow in a manner that makes the world and the environment better for future generations.

The Company’s focus on industry leading, national and super-regional retailers provides for long-term relationships with some of the most environmentally conscientious retailers in the world. 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 are proud to know that our tenants have pioneered the use of environmentally-preferable solutions in their business practices in many ways. Additionally, the Company’s award-winning headquarters utilize green technologies including programmable thermostats, Low-E window glass, LEED HVAC systems and LED occupancy-sensored lighting.

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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 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.   

We support team members with generous 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. 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. The Company’s Culture Committee hosts a variety of events that are focused on team building and camaraderie as well as contributing to the communities in which they live.

Governance Fiduciary Duties and Ethics

We believe that nothing is more important than a company’s reputation for integrity and serving as a responsible fiduciary for its stockholders. We are committed to managing the Company for the benefit of our stockholders and are focused on maintaining good corporate governance.  

Our Board has nine directors, seven of whom are independent.  Five new independent directors have been added since 2018.  Independent directors meet regularly, without the presence of officers or team members.  A Lead Independent Director was appointed in 2019.  

The Board has adopted an insider trading policy that applies to all directors, officers and team members.  The Company does not have a stockholder rights plan (“poison pill”) and maintains stock ownership guidelines for directors and named executive officers requiring specified levels of stock ownership.  Time-vested stock grants to officers and team members vest over a five-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.  Our board of directors has established a succession plan for the Chief Executive Officer to cover emergencies and other occurrences.  Finally, the Company annually submits “say-on-pay” advisory votes and has received support in excess of 95% for the past six years.

In addition to annually reviewing and signing an acknowledgment of the Code of Business Conduct and Ethics, all team members adhere to the Company’s “Rules for Victory,” which include a framework that focuses on honesty, accountability, resourcefulness, dedication and passion for their work.

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. These filings are also accessible on the SEC’s website at www.sec.gov.

Item 1A:        Risk Factors

The following factors and other factors discussed in this Annual Report on Form 10-K could cause the Company’s actual results to differ materially from those contained in forward-looking statements made in this report or presented elsewhere

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in future SEC reports. You should carefully consider each of the risks, assumptions, uncertainties and other factors described below and elsewhere in this report, as well as any reports, amendments or updates reflected in subsequent filings or furnishings with the SEC. We believe these risks, assumptions, uncertainties and other factors, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results and could materially and adversely affect our business operations, results of operations, financial condition and liquidity.

Risks Related to Our Business and Operations

The current pandemic of the novel coronavirus, or COVID-19, its variants, and the future outbreak of other highly infectious or contagious diseases, could materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance.

The COVID-19 pandemic has had, and another pandemic in the future could have, repercussions across regional and global economies and financial markets. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak continues to rapidly evolve and many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel.

Many states and cities, including where we own properties, have development sites and where our principal place of business is located, have also reacted by instituting quarantines, social distancing requirements, restrictions on travel, “shelter in place” rules, restrictions on the types of businesses that may continue to operate and/or restrictions on the types of construction projects that may continue. Although many of these jurisdictions have lifted some of these restrictions, the Company cannot predict whether and to what extent the restrictions will be reinstated, whether additional states and cities will implement similar restrictions or when restrictions currently in place will expire. As a result, the COVID-19 pandemic is negatively impacting almost every industry directly or indirectly, including industries in which the Company and our tenants operate. A number of our tenants had announced temporary closures of their stores and requested rent deferral or rent abatement during certain points during this pandemic.

Although the duration and severity of this pandemic are still uncertain, there is reason to believe that the success of vaccination efforts in the U.S. will have a positive impact on businesses, as federal, state and local restrictions are lifted, and individuals return to pre-pandemic activities.  However, COVID-19’s variants, its surges and resurgences in the population, and challenges relating to vaccine immunization are still having a very fluid and continuously evolving impact on businesses and consumers.  

In addition, our team members based at our headquarters have worked remotely to varying extents. The effects of restrictions on our operations, including future restrictions and extended periods of remote work arrangements, could strain our business continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our business. The COVID-19 pandemic, or a future pandemic, could also have material and adverse effects on our ability to successfully operate and on our financial condition, results of operations and cash flows 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;

● the reduced economic activity severely impacts 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;

● the 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, 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;

● the financial impact of the COVID-19 pandemic could negatively impact our future compliance with financial covenants of our Revolving Credit Facility and other debt agreements and result in a default and potentially an

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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 continued 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.

The extent to which the COVID-19 pandemic impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Additional closures by our tenants of their stores, tenant bankruptcies, tenant lease defaults, and early terminations by our tenants of their leases could reduce our cash flows, which could impact our ability to continue paying dividends to our stockholders at expected levels or at all.

The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of the COVID-19 pandemic. Nevertheless, the COVID-19 pandemic presents material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance.

Economic and financial conditions may have a negative effect on our business and operations.

Changes in global or national economic conditions, such as a market downturn or a disruption in the capital markets, may cause, among other things, a significant 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. Potential 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.

Our business is significantly dependent on single tenant properties.

We focus our development and investment activities on ownership of real properties that are primarily net leased to a single tenant. Therefore, the financial failure of, or other default in payment by, a single tenant under its lease and the

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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. In addition, we would be responsible for all of the operating costs of a property following a vacancy at a single tenant building. Because our properties have generally been built to suit a particular tenant’s specific needs and desires, we may also incur significant losses to make the leased premises ready for another tenant and experience difficulty or a significant delay in releasing such property.

Bankruptcy laws will limit our remedies if a tenant becomes bankrupt and rejects its leases.

If a tenant becomes bankrupt or insolvent, that could diminish the income we receive from that tenant’s leases. We may not be able to evict a tenant solely because of its bankruptcy. On the other hand, a bankruptcy court might authorize the tenant to terminate its leasehold with us. If that happens, our claim against the bankrupt tenant for unpaid future rent would be an unsecured claim subject to statutory limitations, and therefore any amounts received in bankruptcy are likely to be substantially less valuable than the remaining rent we otherwise were owed under the leases. 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.

Our properties are located in 47 states throughout the United States and in particular, the state of Texas (where 100 properties out of 1,404 properties are located, or 7.2% of our annualized base rent was derived as of December 31, 2021), Illinois (85 properties, or 5.9% of our annualized base rent) and Ohio (94 properties, or 5.8% of our annualized base rent). 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.

Our tenants are concentrated in certain retail sectors, which makes us susceptible to adverse conditions impacting these sectors.

As of December 31, 2021, 10.5%, 9.5% and 8.0% of our annualized contractual base rent and interest was derived from tenants operating in the grocery store, home improvement and convenience store sectors, respectively.  Similarly, we have concentrations in other sectors such as tire and auto services, general merchandise, and off-price retail.  Any decrease in consumer demand for the products and services offered by our tenants operating in any industries for which we have concentrations could have an adverse effect on our tenants’ revenues, costs and results of operations, thereby adversely affecting their ability to meet their lease obligations to us.  As we continue to invest in properties, our portfolio may become more or less concentrated by industry sector.  

There are risks associated with our development and acquisition activities.

We intend to continue the development of new properties and to consider possible acquisitions of existing properties. We anticipate that our new developments will be financed under the revolving credit facility or other forms of financing that will result in a risk that permanent fixed rate financing on newly developed projects might not be available or would be available only on disadvantageous terms. 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. If permanent debt or equity financing is not available on acceptable terms to finance new development or acquisitions undertaken without permanent financing, further development activities or acquisitions might be curtailed, or cash available for distribution might be adversely affected. 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. Adverse changes in consumer spending or consumer preferences for particular goods, services or store-based retailing could severely impact their ability

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to pay rent. Shifts from in-store to online shopping could increase due to changing consumer shopping patterns as well as the increase in consumer adoption and use of mobile electronic devices. This expansion of e-commerce could have an adverse impact on our tenant’s ongoing viability. The default, financial distress, bankruptcy or liquidation of one or more of our tenants could cause substantial vacancies in our property portfolio or impact our tenants’ ability to pay rent. Vacancies reduce our revenues, increase property expenses and could decrease the value of each vacant property. Upon the expiration of a lease, the tenant may choose not to renew the lease, renegotiate the economics of any option period(s) as a condition of exercising one or more of them, and/or we may not be able to release the vacant property at a comparable lease rate or without incurring additional expenditures in connection with such renewal or re-leasing.  These risks could be exacerbated by a deterioration in the financial condition of any major tenant with leases in multiple locations.

The availability and timing of cash dividends is uncertain.

We expect to continue to pay regular dividends to our stockholders. However, we bear all expenses incurred by our operations, and our funds generated by operations, after deducting these expenses, may not be sufficient to cover desired levels of dividends to our stockholders. We cannot assure our stockholders that sufficient funds will be available to pay dividends.

The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our board of directors and will depend on our earnings, funds from operations, liquidity, financial condition, capital requirements, contractual prohibitions, or other limitations under our indebtedness, annual dividend requirements or the REIT provisions of the Internal Revenue Code, state law and such other factors as our board of directors deems relevant. Further, we may issue new shares of common stock as compensation to our team members or in connection with public offerings or acquisitions. Any future issuances may substantially increase the cash required to pay dividends at current or higher levels.

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.

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.

We face risks relating to information technology and cybersecurity attacks, loss of confidential information and other business disruptions.

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes and we rely on commercially available systems, software, tools and monitoring to provide infrastructure and security for processing, transmitting and storing information. Any failure, inadequacy or interruption could materially harm our business. Furthermore, our business is subject to risks from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data and other electronic security breaches. Such cyber-attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. While we employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing a cyber-attack. Cybersecurity incidents could cause operational interruption, damage to our business relationships, private data exposure (including personally identifiable information, or proprietary and confidential information, of ours and our team members, as well as third parties) and affect the efficiency of our business operations. Any such incidents could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information and reduce the benefits of our technologies.

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General Real Estate Risk

Our performance and value are subject to general economic conditions and risks associated with our real estate assets.

There are risks associated with owning and leasing real estate. Although many of our leases contain terms that obligate the tenants to bear substantially all of the costs of operating our properties, investing in real estate involves a number of 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;

● unanticipated changes in costs associated with known adverse environmental conditions or retained liabilities for such conditions; 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.

Economic and financial market conditions have and may continue to exacerbate many of the foregoing risks. If a tenant fails to perform on its lease covenants, that would not excuse us from meeting any mortgage debt obligation secured by the property and could require us to fund reserves in favor of our mortgage lenders, thereby reducing funds available for payment of cash dividends on our shares of common stock.

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 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. We may be required to invest in the restoration or modification of a property before we can sell it, or we may need to obtain landlord consent to sell certain assets in which we have a leasehold interest in the land underlying the buildings. This lack of liquidity may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions and, as a result, could adversely affect our financial condition, results of operations, cash flows and our ability to pay dividends on our common stock.

Our ability to renew leases or re-lease space on favorable terms as leases expire significantly affects our business.

We are subject to the risks that, upon expiration of leases for space located in our properties, the premises may not be re-let or the terms of re-letting (including the cost of concessions to tenants) may be less favorable than current lease terms. If a tenant does not renew its lease or if a tenant defaults on its lease obligations, there is no assurance we could obtain a substitute tenant on acceptable terms. If we cannot obtain another tenant with comparable building structural space and configuration needs, we may be required to modify the property for a different use, which may involve a significant capital expenditure and a delay in re-leasing the property. Further, if we are unable to re-let promptly all or a substantial portion of our retail space or if the rental rates upon such re-letting were significantly lower than expected rates, our net income and ability to make expected distributions to stockholders would be adversely affected. There can be no assurance that we will be able to retain tenants in any of our properties upon the expiration of their leases.

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Our leases contain certain limitations on tenants’ real estate tax, insurance and operating cost reimbursement obligations.

Our tenants under net leases generally are responsible for paying the real estate taxes, insurance costs and operating costs associated with the leased property. However, certain leases contain limitations on the tenant’s cost reimbursement obligations and, therefore, there are costs which may be incurred and which will not be reimbursed in full by tenants. This could reduce our operating cash flows from those properties and could reduce the value of those properties.

Potential liability for environmental contamination could result in substantial costs.

Under federal, state and local environmental laws, we may be required to investigate and clean up any release of hazardous or toxic substances or petroleum products at our properties, regardless of our knowledge or actual responsibility, simply because of our current or past ownership or operation of the real estate. If unidentified environmental problems arise, we may have to make substantial payments, which could adversely affect our cash flow and our ability to make distributions to our stockholders. This potential liability results from the following:

● as owner, we may have to pay for property damage and for investigation and clean-up costs incurred in connection with the contamination;

● the law may impose clean-up responsibility and liability regardless of whether the owner or operator knew of or caused the contamination;

● even if more than one person is responsible for the contamination, each person who shares legal liability under environmental laws may be held responsible for all of the clean-up costs; and

● governmental entities and third parties may sue the owner or operator of a contaminated site for damages and costs.

These costs could be substantial and in extreme cases could exceed the value of the contaminated property. The presence of hazardous substances or petroleum products or the failure to properly remediate contamination may adversely affect our ability to borrow against, sell or lease an affected property. In addition, some environmental laws create liens on contaminated sites in favor of the government for damages and costs it incurs in connection with a contamination.

We own and may in the future acquire properties that will be operated as convenience stores with gas station facilities. 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.

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. 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. Any of these events could substantially increase our cost of operations, require us to fund environmental indemnities in favor of our secured lenders and reduce our ability to service our secured debt and pay dividends to stockholders and any debt security interest payments. Environmental problems at any properties could also put us in default under loans secured by those properties, as well as loans secured by unaffected properties.

Uninsured losses relating to real property may adversely affect our returns.

Our leases generally require tenants to carry comprehensive liability and extended coverage insurance on our properties. 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. If there is an uninsured loss or a loss in excess of insurance limits, we could lose both the revenues generated by the affected property and the capital we have invested in the property. In the event of a substantial unreimbursed loss, we would remain obligated to repay any mortgage indebtedness or other obligations related to the property.

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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.

At December 31, 2021, our ratio of total debt to enterprise value (assuming conversion of Operating Partnership Common Units into shares of common stock) was approximately 24.5%. 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.

In addition, the use of leverage presents an additional element of risk in the event that (1) the cash flow from lease payments on our properties is insufficient to meet debt obligations, (2) we are unable to refinance our debt obligations as necessary or on as favorable terms, (3) there is an increase in interest rates, (4) we default on our financial obligations or (5) debt service requirements increase. 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. Nevertheless, we may operate with debt levels which are in excess of 65% of total market capitalization for extended periods of time. 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.

Covenants in our credit agreements and note purchase agreements could limit our flexibility and adversely affect our financial condition.

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. 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. If our properties were foreclosed upon, or if we are unable to refinance our indebtedness at maturity or meet our payment obligations, the amount of our distributable cash flows and our financial condition would be adversely affected.

Our unsecured revolving credit facility, certain term loan agreements and certain note purchase agreements contain various restrictive corporate covenants, including a maximum total leverage ratio, a maximum secured leverage ratio and a minimum fixed charge coverage ratio. In addition, our unsecured revolving credit facility, certain term loan agreements and certain note purchase agreements have unencumbered pool covenants, which include a maximum unencumbered leverage ratio and a minimum unencumbered interest coverage ratio. These covenants may restrict our ability to pursue certain business initiatives or certain transactions that might otherwise be advantageous. Furthermore, failure to meet certain of these financial covenants could cause an event of default under and/or accelerate some or all of such indebtedness which could have a material adverse effect on us.

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An increase in market interest rates could raise our interest costs on existing and future debt or adversely affect our stock price, and a decrease in interest rates may lead to additional competition for the acquisition of real estate or adversely affect our results of operations.

Our interest costs for any new debt and our current debt obligations may rise if interest rates increase. This increased cost could make the financing of any new acquisition more expensive as well as lower our current period earnings. Rising interest rates could limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing. In addition, an increase in interest rates could decrease the access third parties have to credit, thereby decreasing the amount they are willing to pay to lease our assets and limit our ability to reposition our portfolio promptly in response to changes in economic or other conditions. An increase in market interest rates may lead prospective purchasers of our common stock to expect a higher dividend yield, which could adversely affect the market price of our common stock. Decreases in interest rates may lead to additional competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments. 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.

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. These instruments involve risks, such as the risk that the counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes, that a court could rule that such agreements are not legally enforceable, and that we may have to post collateral to enter into hedging transactions, which we may lose if we are unable to honor our obligations. These instruments may also generate income that may not be treated as qualifying REIT income for purposes of the REIT income tests. In addition, the nature and timing of hedging transactions may influence the effectiveness of our hedging strategies. Poorly designed strategies or improperly executed transactions could actually increase our risk and losses. 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.

The London Inter-Bank Offered Rate (“LIBOR”) is being phased-out as a reference rate for debt and hedging agreements and may require us to transition LIBOR-based contracts to an alternative reference rate.

In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”), which identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative rate for USD LIBOR in derivatives and other financial contracts.  The Company is not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets.  Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR.  If that were to occur, our interest payments could change.  In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.

The Company has contracts that are indexed to LIBOR, including its revolving credit facility and interest rate swap agreements, and is monitoring and evaluating the related risks, which include interest paid on loans and amounts received and paid on derivative instruments.  These risks arise in connection with transitioning contracts to an alternative rate, including any resulting value transfer that may occur.  The value of loans, securities or derivative instruments tied to LIBOR could also be impacted if LIBOR is limited or discontinued.  

If a contract is not transitioned to an alternative reference rate and LIBOR is discontinued, the impact on our contracts is likely to vary by contract. If LIBOR is discontinued or if the methods of calculating LIBOR change from their current form, interest rates on our current or future indebtedness may be adversely affected.

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While we expect LIBOR to be available in substantially its current form until the end of 2022, it is possible that LIBOR will become unavailable prior to that point. This could occur if, for example, sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified.  Alternative rates and other market changes related to the replacement of LIBOR, including the introduction of financial products and changes in market practices, may lead to risk modeling and valuation challenges, such as adjusting interest rate accrual calculations and building a term structure for an alternative rate.  The introduction of an alternative rate also may create additional basis risk and increased volatility as alternative rates are phased in and utilized in parallel with LIBOR.  Adjustments to systems and mathematical models to properly process and account for alternative rates will be required, which may strain the model risk management and information technology functions and result in substantial incremental costs for the Company.

Future offerings of debt and equity may not be available to us or may adversely affect the market price of our common stock.

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. Our ability to raise additional capital may be restricted at a time when we would like or need, including as a result of market conditions. Future market dislocations could cause us to seek sources of potentially less attractive capital and impact our flexibility to react to changing economic and business conditions. All debt securities and other borrowings, as well as all classes or series of preferred stock, will be senior to our common stock in a liquidation of our company. Additional equity offerings could dilute our stockholders’ equity and reduce the market price of shares of our common stock. In addition, depending on the terms and pricing of an additional offering of our common stock and the value of our properties, our stockholders may experience dilution in both the book value and fair value of their shares. The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market after an offering or the perception that such sales could occur, and this could materially and adversely affect our ability to raise capital through future offerings of equity or equity-related securities. 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.

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 charter, subject to certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT and contains provisions that limit any person to actual or constructive ownership of no more than 9.8% (in value or in number of shares, whichever is more restrictive) of the outstanding shares of our common stock and no more than 9.8% (in value) of the aggregate of the outstanding shares of all classes and series of our stock. Our board of directors, in its sole discretion, may exempt, subject to the satisfaction of certain conditions, any person from the ownership limits. These restrictions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. The ownership limits may delay or impede, and we may use the ownership limits deliberately to delay or impede, a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.

We have a staggered board. Our directors are divided into three classes serving three-year staggered terms. The staggering of our board of directors may discourage offers for the Company or make an acquisition more difficult, even when an acquisition may be viewed to be in the best interest of our stockholders.

We could issue stock without stockholder approval. Our board of directors could, without stockholder approval, issue authorized but unissued shares of our common stock or preferred stock. In addition, our board of directors could, without stockholder approval, classify or reclassify any unissued shares of our common stock or preferred stock and set the preferences, rights and other terms of such classified or reclassified shares. Our board of directors could establish a series

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of stock that could, depending on the terms of such series, delay, defer or prevent a transaction or change of control that might involve a premium price for our common stock or otherwise be viewed to be in the best interest of our stockholders.

Provisions of Maryland law may limit the ability of a third party to acquire control of our company. 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.

The business combination statute permits various exemptions from its provisions, including business combinations that are approved or exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder. Our board of directors has exempted from the business combination provisions of the Maryland General Corporation Law, or MGCL, any business combination with Mr. 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 from the control share acquisition statute Richard Agree, Edward Rosenberg, any spouses or the foregoing, any brothers or sisters of the foregoing, any ancestors of the foregoing, any other lineal descendants of any of the foregoing, any estates of any of the foregoing, any trusts established for the benefit of any of the foregoing and any other entity controlled by any of the foregoing, our other officers, our team members, any of the associates or affiliates of the foregoing and any other person acting in concert of as a group with any of the foregoing.

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. These provisions may have the effect of inhibiting a third party from making an acquisition proposal for our company or of delaying, deferring or preventing a change in control of our company under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-current market price.

Our charter, our bylaws, the limited partnership agreement of the Operating Partnership and Maryland law also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be viewed to be in the best interest of our stockholders.

An officer and director may have interests that conflict with the interests of stockholders.

An officer and member of our board of directors owns Operating Partnership Units. This individual may have personal interests that conflict with the interests of our stockholders with respect to business decisions affecting us and the Operating Partnership, such as interests in the timing and pricing of property sales or refinancing in order to obtain favorable tax treatment.

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Federal Income Tax Risks

Complying with REIT requirements may cause us to forego otherwise attractive opportunities.

To qualify as a REIT for federal income tax purposes we must continually satisfy numerous income, asset and other tests, thus having to forego investments we might otherwise make and hindering our investment performance.

Failure to qualify as a REIT could adversely affect our operations and our ability to make distributions.

We will be subject to increased taxation if we fail to qualify as a REIT for federal income tax purposes. Although we believe that we are organized and operate in such a manner so as to qualify as a REIT under the Internal Revenue Code, no assurance can be given that we will remain so qualified. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial or administrative interpretations. The complexity of these provisions and applicable treasury regulations is also increased in the context of a REIT that holds its assets in partnership form. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. Additionally, our charter provides our board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without the approval of our stockholders. 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.

If we fail to qualify as a REIT, we will face tax consequences that will substantially reduce the funds available for payment of cash dividends:

● We would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates.

● We may be subject to increased state and local taxes.

● Unless we are entitled to relief under statutory provisions, we could not elect to be treated as a REIT for four taxable years following the year in which we failed to qualify.

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.

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. 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. In particular, H.R. 1, which took effect for taxable years that began on or after January 1, 2018 (subject to certain exceptions), as amended by the Coronavirus Aid, Relief, and Economic Security Act made many significant changes to the federal income tax laws that profoundly impacted the taxation of individuals, corporations (both regular C corporations as well as corporations that have elected to be taxed as REITs), and the taxation of taxpayers with overseas assets and operations. 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. While the IRS has issued some guidance with respect to certain of the new provisions, there are numerous interpretive issues that will require further guidance, and technical corrections legislation may be needed to clarify certain aspects of the new law and give proper effect to Congressional intent. 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. In addition, while certain elements of tax reform legislation do not impact us directly as a REIT, they could impact the geographic markets in which we operate, the tenants that populate our properties and the customers who frequent our properties in ways, both positive and negative, that are difficult to anticipate. Other legislative proposals could be enacted in the future that could affect REITs and their

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stockholders. Prospective investors are urged to consult their tax advisors regarding the effect of these tax law changes and any other potential tax law changes on an investment in our common stock.

Changes in tax laws may prevent us from maintaining our qualification as a REIT.

As we have previously described, we intend to maintain our qualification as a REIT for federal income tax purposes. However, this intended qualification is based on the tax laws that are currently in effect. We are unable to predict any future changes in the tax laws that would adversely affect our status as a REIT. If there is a change in the tax law that prevents us from qualifying as a REIT or that requires REITs generally to pay corporate level income taxes, we may not be able to make the same level of distributions to our stockholders.

Complying with REIT requirements may force us to liquidate or restructure otherwise attractive investments.

In order to qualify as a REIT, at least 75% of the value of our assets must consist of cash, cash items, government securities and qualified real estate assets. The remainder of our investments in securities (other than government securities, securities of TRSs and qualified real estate assets) cannot include more than 10% of the voting securities or 10% of the value of all securities, of any one issuer. 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% of the total value of our assets can be represented by one or more TRSs. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate otherwise attractive investments.

We may have to borrow funds or sell assets to meet our distribution requirements.

Subject to some adjustments that are unique to REITs, a REIT generally must distribute 90% of its taxable income. For the purpose of determining taxable income, we may be required to accrue interest, rent and other items treated as earned for tax purposes but that we have not yet received. In addition, we may be required not to accrue as expenses for tax purposes some expenses that actually have been paid, including, for example, payments of principal on our debt, or some of our deductions might be disallowed by the IRS. As a result, we could have taxable income in excess of cash available for distribution. 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.

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. 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 TRS will typically pay federal, state and local income tax at regular corporate rates on any income that it earns. In addition, the TRS rules impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. Our TRSs will pay federal, state and local income tax on their taxable income, and their after-tax net income will be available for distribution to us but will not be required to be distributed to us. 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. If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any gain if we sell assets in transactions that are considered to be “prohibited transactions,” which are explained in the risk factor below.

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We may be subject to other tax liabilities even if we qualify as a REIT.

Even if we remain qualified as a REIT for federal income tax purposes, we will be required to pay certain federal, state and local taxes on our income and property. For example, we will be subject to federal income tax on any of our REIT taxable income (including capital gains) that we do not distribute annually to our stockholders. Additionally, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. While we will undertake sales of assets if those assets become inconsistent with our long-term strategic or return objectives, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise. The need to avoid prohibited transactions could cause us to forego or defer sales of properties that might otherwise be in our best interest to sell.

In addition, any net taxable income earned directly by our TRSs, or through entities that are disregarded for federal income tax purposes as entities separate from our TRSs, will be subject to federal and possibly state corporate income tax. 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.

The maximum federal income tax rate applicable to “qualified dividend income” payable by non-REIT corporations to certain non-corporate U.S. stockholders is generally 20% and a 3.8% Medicare tax may also apply. Dividends paid by REITs, however, generally are not eligible for the reduced rates applicable to qualified dividend income. 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. 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). 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.

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. Any income from a hedging transaction we enter into to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets that is clearly identified in the manner specified in the Internal Revenue Code does not constitute gross income, and is not counted for purposes of income tests that apply to us as a REIT. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of the income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRSs will generally not provide any tax benefit, except for being carried forward against future taxable income in the TRSs.

Item 1B:       Unresolved Staff Comments

There are no unresolved staff comments.

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Item 2:          Properties

As of December 31, 2021, our portfolio consisted of 1,404 properties located in 47 states and totaling approximately 29.1 million square feet of GLA.

As of December 31, 2021, our portfolio was approximately 99.5% leased and had a weighted average remaining lease term of approximately 9.3 years. A significant majority of our properties are leased to national tenants and approximately 67.0% of our annualized base rent was derived from tenants, or parents thereof, with an investment grade credit rating. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance. 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.

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, 2021:

($ in thousands)
	Annualized		% of Ann.
Tenant / Concept	Base Rent (1)		Base Rent
Walmart	$	24,479	6.6	%
Tractor Supply		14,406	3.9	%
Dollar General		14,380	3.9	%
Best Buy		13,166	3.5	%
TJX Companies		12,274	3.3	%
O'Reilly Auto Parts		11,869	3.2	%
Kroger		10,798	2.9	%
Hobby Lobby		10,595	2.8	%
Lowe's		10,543	2.8	%
Sherwin-Williams		10,290	2.8	%
CVS		9,645	2.6	%
Wawa		9,127	2.5	%
Burlington		8,974	2.4	%
Dollar Tree		7,906	2.1	%
TBC Corporation		7,893	2.1	%
Sunbelt Rentals		7,587	2.0	%
AutoZone		7,013	1.9	%
Home Depot		6,841	1.8	%
Other(2)		174,025	46.9	%
Total	$	371,811	100.0	%

(1) Represents annualized contractual base rent on a straight-line basis as of December 31, 2021.

(2) Includes tenants generating less than 1.5% of annualized contractual base rent.

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Tenant Sector Diversification

The following table presents annualized base rents for all sectors as of December 31, 2021:

($ in thousands)
	Annualized		% of Ann.
Tenant Sector	Base Rent (1)		Base Rent
Grocery Stores	$	39,070	10.5	%
Home Improvement		35,291	9.5	%
Convenience Stores		29,732	8.0	%
Tire & Auto Service		29,017	7.8	%
General Merchandise		24,144	6.5	%
Off-Price Retail		23,459	6.3	%
Auto Parts		23,009	6.2	%
Dollar Stores		21,291	5.7	%
Farm And Rural Supply		16,396	4.4	%
Pharmacy		15,326	4.1	%
Consumer Electronics		14,967	4.0	%
Crafts And Novelties		12,825	3.4	%
Warehouse Clubs		8,314	2.3	%
Equipment Rental		7,913	2.1	%
Discount Stores		7,731	2.1	%
Restaurants - Quick Service		7,386	2.0	%
Health & Fitness		7,248	2.0	%
Health Services		6,818	1.8	%
Dealerships		6,475	1.7	%
Home Furnishings		5,696	1.5	%
Restaurants - Casual Dining		4,770	1.3	%
Specialty Retail		4,495	1.2	%
Financial Services		4,019	1.1	%
Theaters		3,854	1.0	%
Sporting Goods		3,243	0.9	%
Pet Supplies		2,597	0.7	%
Entertainment Retail		2,333	0.6	%
Apparel		1,201	0.3	%
Beauty And Cosmetics		1,166	0.3	%
Shoes		1,058	0.3	%
Office Supplies		860	0.3	%
Miscellaneous		107	0.1	%
Total	$	371,811	100.0	%

(1) Represents annualized contractual base rent on a straight-line basis as of December 31, 2021.

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Geographic Diversification

The following table presents annualized base rents, by state, for our portfolio as of December 31, 2021:

($ in thousands)
	Annualized		% of Ann.
Tenant Sector	Base Rent (1)		Base Rent
Texas	$	26,636	7.2	%
Illinois		21,904	5.9	%
Ohio		21,584	5.8	%
Michigan		20,985	5.6	%
Florida		20,903	5.6	%
North Carolina		19,365	5.2	%
New Jersey		19,200	5.2	%
California		16,095	4.3	%
Pennsylvania		15,324	4.1	%
New York		14,124	3.8	%
Georgia		12,471	3.4	%
Virginia		10,787	2.9	%
Wisconsin		10,370	2.8	%
Connecticut		9,765	2.6	%
Other(2)		132,298	35.6	%
Total	$	371,811	100.0	%

(1) Represents annualized contractual base rent on a straight-line basis as of December 31, 2021.

(2) Includes states generating less than 2.5% of annualized contractual base rent.

Lease Expirations

The following table presents contractual lease expirations within the Company’s portfolio as of December 31, 2021, 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
2022	13	$	1,777	0.5	%	86	0.3	%
2023	49		10,332	2.8	%	1,309	4.5	%
2024	42		13,122	3.5	%	1,560	5.4	%
2025	68		17,064	4.6	%	1,721	5.9	%
2026	104		21,061	5.7	%	2,169	7.5	%
2027	96		23,036	6.2	%	2,016	7.0	%
2028	104		26,678	7.2	%	2,306	8.0	%
2029	130		36,676	9.9	%	3,419	11.8	%
2030	220		44,712	12.0	%	3,249	11.2	%
2031	133		31,976	8.6	%	2,367	8.2	%
Thereafter	555		145,377	39.0	%	8,793	30.2	%
Total	1,514	$	371,811	100	%	28,995	100.0	%

(1) Represents annualized contractual base rent on a straight-line basis as of December 31, 2021.

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Developments

In the fourth quarter of 2021, construction continued on the Company’s third project with Gerber Collision in New Port Richey, Florida, which is expected to be completed during the second quarter of 2022, the Company’s first development with 7-Eleven in Saginaw, Michigan and the Company’s second Gerber Collision project in Pooler, Georgia, both of which are expected to be completed during the first quarter of 2022.

During the year ended December 31, 2021, the Company had seven development or PCS projects completed or under construction. Anticipated total costs for those projects are approximately $40.0 million and include the following completed or commenced projects:

				Actual or
			Lease	Anticipated Rent
Tenant	Location	Lease Structure	Term	Commencement	Status
Burlington	Texarkana, TX	Build-to-Suit	11 years	Q1 2021	Complete
Grocery Outlet	Port Angeles, WA	Build-to-Suit	15 years	Q2 2021	Complete
Gerber Collision	Buford, GA	Build-to-Suit	15 years	Q2 2021	Complete
Floor & Décor	Naples, FL	Build-to-Suit	15 years	Q2 2021	Complete
7-Eleven	Saginaw, MI	Build-to-Suit	15 years	Q1 2022	Under Construction
Gerber Collision	Pooler, GA	Build-to-Suit	15 years	Q1 2022	Under Construction
Gerber Collision	New Port Richey, FL	Build-to-Suit	15 years	Q3 2022	Under Construction

Item 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 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.

Item 4: ��      Mine Safety Disclosures

Not applicable.

PART II

Item 5:        Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the NYSE under the symbol “ADC.” At February 21, 2022, there were 71,285,311 shares of our common stock issued and outstanding which were held by approximately 129 stockholders of record. 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 21, 2022 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.

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Common stock repurchases during the three months ended December 31, 2021 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, 2021 - October 31, 2021	—	$	—	—	—
November 1, 2021 - November 30, 2021	—		—	—	—
December 1, 2021 - December 31, 2021	88		70.46	—	—
Total	88	$	70.46	—	—

During the three months ended December 31, 2021, the Company withheld 88 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.

There were no unregistered sales of equity securities during the three months ended December 31, 2021.

We intend to continue to declare regular dividends, having transitioned from a quarterly dividend to a monthly dividend beginning in 2021. 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. We have historically paid cash dividends, although we may choose to pay a portion in stock dividends in the future. To qualify as a REIT, we must distribute at least 90% of our REIT taxable income prior to net capital gains to our stockholders, as well as meet certain other requirements. We must pay these distributions in the taxable year the income is recognized; or in the following taxable year if they are declared during the last three months of the taxable year, payable to stockholders of record on a specified date during such period and paid during January of the following year. Such distributions are treated for REIT tax purposes as paid by us and received by our stockholders on December 31 of the year in which they are declared. In addition, at our election, a distribution for a taxable year may be declared in the following taxable year if it is declared before we timely file our tax return for such year and if paid on or before the first regular dividend payment after such declaration. These distributions qualify as dividends paid for the 90% REIT distribution test for the previous year and are taxable to holders of our capital stock in the year in which paid.

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]

Item 7:        Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements, and related notes thereto, included elsewhere in this Annual Report on Form 10-K and the “Cautionary Note Regarding Forward-Looking Statements” in “Item 1A – Risk Factors” above. 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, 2020 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, 2020 and December 31, 2019.

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

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Chairman, Richard Agree, and its common stock was listed on the NYSE in 1994.  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 99.5% common interest as of December 31, 2021.  Refer to Note 1-Organization in the Notes to the Consolidated Financial Statements in this Form 10-K for further information on the ownership structure.  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, 2021, the Company’s portfolio consisted of 1,404 properties located in 47 states and totaling approximately 29.1 million square feet of GLA. The Company’s portfolio was approximately 99.5% leased and had a weighted average remaining lease term of approximately 9.3 years. A significant majority of the Company’s properties are leased to national tenants and approximately 67.0% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings (acting through Standard & Poor’s Financial Services LLC), Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance.

The Company elected to be taxed as a REIT for federal income tax purposes commencing with the taxable year ended December 31, 1994. We believe that we have been organized and have operated in a manner that has allowed us to qualify as a REIT for federal income tax purposes and we intend to continue operating in such a manner.

COVID-19

We continue to closely monitor the impact of the novel coronavirus (“COVID-19”) pandemic on all aspects of our business and geographies, including how it is impacting our tenants and business partners. Although the duration and severity of this pandemic are still uncertain, there is reason to believe that the success of vaccination efforts in the U.S. is leading to a decline in COVID-19 cases and having a positive impact on businesses, as federal, state and local restrictions are lifted and individuals begin returning to pre-pandemic activities. However, we are still unable to predict the full impact that the COVID-19 pandemic will ultimately have on our financial condition, results of operations and cash flows due to numerous uncertainties. These uncertainties include the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak continues to rapidly evolve and, many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel. Many states and cities, including where we own properties, have development sites and where our principal place of business is located, have also reacted by instituting quarantines, restrictions on travel, “shelter in place” rules, restrictions on types of business that may continue to operate, and/or restrictions on the types of construction projects that may continue. Although many of these jurisdictions have lifted some of these restrictions, the Company cannot predict whether and to what extent the restrictions will be reinstated, whether additional states and cities will implement similar restrictions or when restrictions currently in place will expire. As a result, the COVID-19 pandemic has negatively impacted almost every industry directly or indirectly, including industries in which the Company and our tenants operate. Further, the impacts of a potential worsening of global economic conditions and the continued disruptions to, and volatility in, the credit and financial markets, consumer spending as well as other unanticipated consequences remain unknown. We cannot predict the impact that COVID-19 will have on our tenants and other business partners; however, any material effect on these parties could adversely impact us.

Refer to Note 2 – Summary of Significant Accounting Policies – Rent Concessions – COVID-19 to the consolidated financial statements within this Annual Report on Form 10-K regarding the Company’s accounting policies for rent concessions.  Pursuant to the Company’s accounting elections, rental revenue continued to be recognized for tenants subject to deferral agreements, as long as such agreements did not result in a substantial increase in our rights as the lessor.  Rent deferrals did not have a material impact on revenues for the year ended December 31, 2021.

The continuing impact of the COVID-19 pandemic on our rental revenue for future periods still cannot be fully determined at present. The situation surrounding the COVID-19 pandemic remains fluid, and we continue to actively manage our response in collaboration with tenants, government officials and business partners and assess potential impacts to our

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financial position and operating results, as well as potential adverse developments in our business. For further information regarding the impact of COVID-19 on the Company, see Part I, Item 1A, “Risk Factors.”

Results of Operations

Overall

The Company’s real estate investment portfolio grew from approximately $3.30 billion in gross investment amount representing 1,129 properties with 22.7 million square feet of gross leasable space as of December 31, 2020 to approximately $4.37 billion in gross investment amount representing 1,404 properties with 29.1 million square feet of gross leasable space at December 31, 2021. The Company’s real estate investments were made throughout 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 2021 on acquisitions that were made during 2020. Similarly, the full rental income impact of acquisitions made during 2021 will not be seen until 2022.

Acquisitions

During the year ended December 31, 2021, the Company acquired 290 retail net lease assets for approximately $1.39 billion, which includes acquisition and closing costs. These properties are located in 43 states and are leased to 92 different tenants operating in 27 diverse retail sectors for a weighted average lease term of approximately 11.5 years. The underwritten weighted average capitalization rate on the Company’s 2021 acquisitions was approximately 6.2%.¹

Dispositions

During the year ended December 31, 2021, the Company sold 18 properties for net proceeds of $56.0 million and recorded a net gain of $14.9 million. The weighted average capitalization rate on the Company’s 2021 dispositions was approximately 6.4%.¹

Development and Partner Capital Solutions

During the year ended December 31, 2021, the Company commenced four development or PCS projects. At December 31, 2021 the Company had three development or Partner Capital Solutions projects under construction.

Comparison of Year Ended December 31, 2021 to Year Ended December 31, 2020

	Year Ended				Variance
	December 31, 2021		December 31, 2020		(in dollars)		(percentage)
Rental Income	$	339,067	$	248,309	$	90,758	37	%
Real Estate Tax Expense	$	25,513	$	21,428	$	4,085	19	%
Property Operating Expense	$	13,996	$	9,023	$	4,973	55	%
Depreciation and Amortization Expense	$	95,729	$	66,758	$	28,971	43	%

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, 2021 compared to the year ended December 31, 2020, as further described under Results of Operations - Overall above.

General and administrative expenses increased $4.7 million, or 22%, to $25.5 million for the year ended December 31, 2021, compared to $20.8 million for the year ended December 31, 2020.  The increase was primarily the result of increased employee headcount and increased compensation costs.  General and administrative expenses for the year ended December 31, 2020 included a one-time $1.5 million extension bonus incurred in connection with an executive employment

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.

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agreement. General and administrative expenses as a percentage of total revenue decreased to 7.5% for the year ended December 31, 2021 compared to 8.4% for the year ended December 31, 2020.

Provision for impairment decreased to $1.9 million for the year ended December 31, 2021, compared to $4.1 million for the year ended December 31, 2020. Provisions for impairment reflect the amount by which current book value exceeds estimated fair value and are not necessarily comparable period-to-period.

Interest expense increased $10.3 million, or 26%, to $50.4 million for the year ended December 31, 2021, compared to $40.1 million for the year ended December 31, 2020.  The increase in interest expense was primarily a result of higher levels of borrowings in 2021 in comparison to 2020, partially offset by a reduction in interest rates on certain debt.

Gain on sale of assets increased to $14.9 million for the year ended December 31, 2021, compared to $8.0 million for the year ended December 31, 2020.  Gains on sales of assets are dependent on the levels of disposition activity and the assets’ basis relative to their sales prices.  As a result, such gains are not necessarily comparable period-to-period.

Income tax expense increased $1.3 million, or 121%, to $2.4 million for the year ended December 31, 2021, compared to $1.1 million for the year ended December 31, 2020. Income tax expense increased due to the acquisition and the ownership of additional properties during the year ended December 31, 2021 compared to the year ended December 31, 2020. Additionally, the Company recognized additional income tax expense of $0.5 million during the year ended December 31, 2021 relating to 2020 operations upon filing of annual tax returns in 2021.

In May 2021, the Company used the net proceeds from the offering of the 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes (see Liquidity and Capital Resources – Debt - Senior Unsecured Revolving Credit Facility and Unsecured Term Loans below) to repay all amounts outstanding under its unsecured term loans and settle the related swap agreements. The Company incurred a charge of $14.6 million upon this repayment and settlement, including swap termination costs of $13.4 million and the write-off of previously unamortized debt issuance costs of $1.2 million.

Net income increased $30.9 million, or 34%, to $122.9 million for the year ended December 31, 2021, compared to $92.0 million for the year ended December 31, 2020.  The increase was primarily driven by the increased number of properties during the year ended December 31, 2021, partially offset by the repayment and settlement charge discussed above.  After allocation of income to preferred stockholders, net income attributable to common stockholders increased $28.7 million, or 31% to $120.1 million for the year ended December 31, 2021, compared to $91.4 million for the year ended December 31, 2020. The allocation of income to the preferred stockholders began upon the September 2021 issuance of the Series A Preferred Stock – see Liquidity and Capital Resources - Equity below.

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.

The Company expects to meet its short-term liquidity requirements through cash provided from operations and borrowings under its revolving credit facility. As of December 31, 2021, available cash and cash equivalents, including cash held in escrow, was $45.3 million. As of December 31, 2021, the Company had $160.0 million outstanding on its revolving credit facility and $840.0 million was available for future borrowings, subject to its compliance with covenants.  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 common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity.  In December 2021, the Company amended and restated its revolving credit agreement, increasing its current and potential future borrowing capacity – see Senior Unsecured Revolving Credit Facility below.

We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, there can be no assurance that additional financing or capital will be available, or that the terms will be acceptable or advantageous to us. 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,

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including, but not limited to, the effects of the COVID-19 pandemic and other risks detailed in Part I, Item 1A, “Risk Factors.”  Additionally, see COVID-19 above.

The full impact of the COVID-19 pandemic on the Company’s rental revenue and, as a result, future cash from operations cannot be determined at present.

Capitalization

As of December 31, 2021, the Company’s total enterprise value was approximately $6.94 billion.  Total enterprise value consisted of $5.11 billion of common equity (based on the December 31, 2021 closing price of Company common stock on the NYSE of $71.36 per share and assuming the conversion of Operating Partnership Common Units), $175 million of preferred equity (stated at liquidation value) and $1.70 billion of total debt including (i) $160.0 million of borrowings under its revolving credit facility; (ii) $1.51 billion of senior unsecured notes; (iv) $32.6 million of mortgage notes payable; less (v) cash, cash equivalents, and cash held in escrow of $45.3 million. The Company’s ratio of total debt to total enterprise value was 24.5% at December 31, 2021.

At December 31, 2021, the non-controlling interest in the Operating Partnership consisted of a 0.5% 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, 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 71,632,930 shares of common stock outstanding at December 31, 2021.

Equity

Shelf Registration

The Company has filed with the SEC an automatic shelf registration statement on Form S-3, registering an unspecified amount of common stock, preferred stock, depositary shares, warrants and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered.  The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

Common Stock Offerings

In September 2018, the Company entered into a follow-on public offering of 3,500,000 shares of common stock in connection with a forward sale agreement (the “September 2018 Forward”).  The September 2018 Forward was settled in its entirety in April 2019.   Upon settlement the Company issued 3,500,000 shares and received net proceeds of approximately $186.0 million, after deducting fees and expenses.  

In April 2019, the Company entered into a follow-on public offering to sell an aggregate of 3,162,500 shares of common stock (the “April 2019 Forward”) which included the full exercise of the underwriters’ option to purchase an additional 412,500 shares of common stock. The April 2019 Forward was settled in its entirety on December 30, 2019.  Upon settlement, the Company issued 3,162,500 shares of common stock and received net proceeds of approximately $195.8 million, after deducting fees and expenses.

In April 2020, the Company completed a follow-on public offering of 2,875,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 375,000 shares of common stock. Upon closing, the Company issued 2,875,000 shares and received net proceeds of $170.4 million, after deducting fees and expenses. Also in April 2020, the Company entered into a follow-on public offering to sell an aggregate of 6,166,666 shares of common stock in connection with a forward sale agreement (the “April 2020 Forward”). During the remainder of 2020, the

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Company settled the April 2020 Forward, realizing net proceeds of approximately $354.6 million, after deducting fees and expenses.

In January 2021, the Company completed a follow-on public offering of 3,450,000 shares of common stock, which included the underwriters’ option to purchase an additional 450,000 shares of common stock.  The offering resulted in net proceeds to the Company of approximately $221.4 million, after deducting fees and estimated offering expenses payable by the Company.

In June 2021, the Company completed a follow-on public offering of 4,600,000 shares of its common stock, which included the full exercise of the underwriters’ option to purchase an additional 600,000 shares of common stock.  The offering resulted in net proceeds to the Company of approximately $327.0 million, after deducting fees and estimated offering expenses payable by the Company.

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 additional 750,000 shares, in connection with forward sale agreements. Upon settlement, the offering is anticipated to raise net proceeds of approximately $374.8 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements. As of December 31, 2021, the Company had not received any proceeds from the sale of shares of its common stock by the forward purchasers.

Preferred Stock Offering

In September 2021, the Company completed an underwritten public offering of depositary shares (the “Depositary Shares”), each representing 1/1,000th of a share of Series A Preferred Stock, which resulted in net proceeds to the Company of approximately $170.3 million, after deducting the underwriting discounts and commissions and costs payable by the Company. At the closing, the Company issued 7,000 shares of Series A Preferred Stock and 7,000,000 Depositary Shares. The Company contributed the net proceeds from the sale of the Depositary Shares to the Operating Partnership in exchange for 7,000 Series A Preferred Units corresponding to the number of shares of Series A Preferred Stock underlying the Depositary Shares.  

Dividends on the Series A Preferred Shares will be payable monthly in arrears on the first day of each month (or, if not on a business day, on the next succeeding business day). The dividend rate is 4.25% per annum of the $25,000 (equivalent to $25.00 per Depositary Share) liquidation preference. The first pro-rated dividend on the Series A Preferred Stock was paid on October 1, 2021 and was in an amount equivalent to $0.04132 per Depositary Share. Subsequent dividends on the Series A Preferred Shares will be in amount of $0.08854 per Depositary Share, equivalent to $1.0625 per annum.

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.  Beginning in September 2026, the Company, at its option, may redeem the Series A Preferred Shares, in whole or from time to time in part, by paying $25.00 per Depositary Share, plus any accrued and unpaid dividends. Upon the occurrence of a change in control of the Company, if the Company does not otherwise redeem the Series A Preferred Shares, the holders have a right to convert their shares into common stock of the Company at the $25.00 per share liquidation value, plus any accrued and unpaid dividends.  This conversion value is limited by a share cap if the Company’s stock price falls below a certain threshold.

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ATM Programs

The Company enters into ATM programs through which the Company, from time to time, sells shares of common stock and enters into forward sale agreements.  The results of ATM programs entered into during 2019 and 2020 are shown in the following table.  These ATM programs have been terminated and no future issuances will occur under them.

			Net Proceeds Received
Program Year	Size ($ million)	Shares Issued	($ million)
2019	$400.0	5,172,872	$362.9
2020	$400.0	3,334,056	$209.5

In February 2021, the Company entered into a new $500 million ATM program (the “2021 ATM Program”) through which the Company, from time to time, may sell shares of common stock and/or enter into forward sale agreements.  As of December 31, 2021, the Company entered into forward sale agreements to sell an aggregate of 2,125,296 shares of common stock under the 2021 ATM Program, for anticipated net proceeds of $144.4 million. The Company had not settled any shares of these forward sale agreements as of December 31, 2021. The Company is required to settle the remaining outstanding shares of common stock under the 2021 ATM Program by various dates between March and December 2022. After considering the 2,125,296 shares of common stock subject to forward sale agreements issued under the 2021 ATM Program, the Company had approximately $349.7 million of availability remaining under this program as of December 31, 2021.

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Debt

The below table summarizes the Company’s outstanding debt as of December 31, 2021 and December 31, 2020 (presented in thousands):

	All-in			Principal Amount Outstanding
Senior Unsecured Revolving Credit Facility	Interest Rate		Maturity	December 31, 2021		December 31, 2020
Revolving Credit Facility (1)	0.88	%	January 2026	$	160,000	$	92,000
Total Credit Facility				$	160,000	$	92,000
Unsecured Term Loans (2) (3)
2023 Term Loan	2.40	%		$	—		40,000
2024 Term Loan Facility	3.09	%			—		65,000
2024 Term Loan Facility	2.43	%			—		35,000
2026 Term Loan	4.26	%			—		100,000
Total Unsecured Term Loans				$	—	$	240,000
Senior Unsecured Notes (3)
2025 Senior Unsecured Notes	4.16	%	May 2025	$	50,000	$	50,000
2027 Senior Unsecured Notes	4.26	%	May 2027		50,000		50,000
2028 Senior Unsecured Public Notes (4)	2.11	%	June 2028		350,000		—
2028 Senior Unsecured Notes	4.42	%	July 2028		60,000		60,000
2029 Senior Unsecured Notes	4.19	%	September 2029		100,000		100,000
2030 Senior Unsecured Notes	4.32	%	September 2030		125,000		125,000
2030 Senior Unsecured Public Notes (4)	3.49	%	October 2030		350,000		350,000
2031 Senior Unsecured Notes	4.42	%	October 2031		125,000		125,000
2033 Senior Unsecured Public Notes (4)	2.13	%	June 2033		300,000		—
Total Senior Unsecured Notes				$	1,510,000	$	860,000
Mortgage Notes Payable
CMBS Portfolio Loan	3.60	%	January 2023	$	23,640	$	23,640
Single Asset Mortgage Loan	5.01	%	September 2023		4,622		4,622
Portfolio Credit Tenant Lease	6.27	%	July 2026		4,372		5,172
Total Mortgage Notes Payable				$	32,635	$	33,434
Total Principal Amount Outstanding				$	1,702,635	$	1,225,434

(1) The annual interest rate of the Revolving Credit Facility (defined below) assumes one-month LIBOR as of December 31, 2021 of 0.11%.

(2) The Unsecured Term Loans were repaid in May 2021.

(3) Interest rate includes the effects of variable interest rates that have been swapped to fixed interest rates.

(4) The principal amount outstanding for the 2028 Senior Unsecured Public Notes, the 2030 Senior Unsecured Public Notes, and the 2033 Senior Unsecured Public Notes are presented excluding their original issue discounts.

Senior Unsecured Revolving Credit Facility

In December 2019, the Company entered into a Second Amended and Restated Revolving Credit and Term Loan Agreement. This agreement provided for a $500 million unsecured revolving credit facility. It also provided for a $65 million unsecured term loan facility and a $35 million unsecured term loan facility. All amounts outstanding under these unsecured term loan facilities were repaid in May 2021 (see Unsecured Term Loan Facilities below) and cannot be reborrowed against.

In December 2021, the Company entered into a Third Amended and Restated Revolving Credit Agreement which increases its senior unsecured revolving credit facility (the "Revolving Credit Facility") to $1.0 billion. The Revolving Credit Facility

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includes an accordion option that allows the Company to request additional lender commitments up to a total of $1.75 billion. The Revolving Credit Facility will mature in January 2026 with Company options to extend the maturity date to January 2027.  

The Revolving Credit Facility's interest rate is based on a pricing grid with a range of 72.5 to 140 basis points over LIBOR, determined by the Company's credit ratings. The margins for the Revolving Credit Facility are subject to improvement based on the Company's leverage ratio, provided its credit ratings meet a certain threshold. Based on the Company's credit ratings and leverage ratio at the time of closing, pricing on the Revolving Credit Facility was 77.5 basis points over LIBOR. In connection with the Company's ongoing environmental, social and governance ("ESG") initiatives, pricing may be reduced if specific ESG ratings are achieved.

The Company and Richard Agree, the Executive Chairman of the Company, are parties to a Reimbursement Agreement dated November 18, 2014 (the “Reimbursement Agreement”).  Pursuant to the Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for any loss incurred under the Revolving Credit Facility in an amount not to exceed $14.0 million to the extent that the value of the Operating Partnership’s assets available to satisfy the Operating Partnership’s obligations under the Revolving Credit Facility is less than $14.0 million.

Unsecured Term Loan Facilities

Prior to May 2021, the Company had a $40 million unsecured term loan facility that matures July 2023 (the “2023 Term Loan”), $100 million in unsecured term loan facilities maturing in January 2024 (the “2024 Term Loan Facilities”) and a $100 million unsecured term loan facility maturing in January 2026 (the “2026 Term Loan”).  The 2023 Term Loan, the 2024 Term Loans and 2026 Term Loan all bore interest based on LIBOR plus a credit spread and were subject to interest rate swap agreements.  

In May 2021, the Company used the net proceeds from the offering of the 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes (see Senior Unsecured Notes below) to repay all amounts outstanding under its unsecured term loans and settle the related swap agreements.  The Company incurred a charge of $14.6 million upon this repayment and settlement, including swap termination costs of $13.4 million and the write-off of previously unamortized debt issuance costs of $1.2 million.

Prior to the repayments of the 2023 Term Loan, the 2024 Term Loan Facilities and the 2026 Term Loan, these loans were subject to all-in interest rates of 2.40%, 2.86% and 4.26%, respectively, including the effects of related swap agreements.

Senior Unsecured Notes

In May 2015, the Company and the Operating Partnership completed a private placement of $100 million principal amount of senior unsecured notes. The senior unsecured notes were sold in two series; $50 million of 4.16% notes due May 2025 (the “2025 Senior Unsecured Notes”) and $50 million of 4.26% notes due May 2027 (the “2027 Senior Unsecured Notes”).

In July 2016, the Company and the Operating Partnership completed a private placement of $60 million aggregate principal amount of 4.42% senior unsecured notes due July 2028 (the “2028 Senior Unsecured Notes”).

In September 2017, the Company and the Operating Partnership completed a private placement of $100 million aggregate principal amount of 4.19% senior unsecured notes due September 2029 (the “2029 Senior Unsecured Notes”).

In September 2018, the Company and the Operating Partnership entered into two supplements to uncommitted master note facilities previously entered into with institutional purchasers. Pursuant to the supplements, the Operating Partnership completed a private placement of $125 million aggregate principal amount of 4.32% senior unsecured notes due September 2030 (the “2030 Senior Unsecured Notes”).

In October 2019, the Company and the Operating Partnership closed on a private placement of $125 million of 4.47% senior unsecured notes due October 2031 (the “2031 Senior Unsecured Notes”).  In March 2019, the Company entered into forward-starting interest rate swap agreements to fix the interest for $100 million of long-term debt until maturity.

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The Company terminated the swap agreements at the time of pricing the 2031 Senior Unsecured Notes, which resulted in an effective annual fixed rate of 4.41% for $100 million aggregate principal amount of the 2031 Senior Unsecured Notes. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $125 million aggregate principal amount of 2031 Senior Unsecured Notes is 4.42%.

All of the senior unsecured notes described in the preceding paragraphs were sold to only institutional investors in private placements pursuant to Section 4(a)(2) of the Securities Act.

In August 2020, the Operating Partnership completed an underwritten public offering of $350 million in aggregate principal amount of 2.900% Senior Unsecured Public Notes due 2030 (the “2030 Senior Unsecured Public Notes”). The 2030 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. The terms of the 2030 Senior Unsecured Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and U.S. Bank National Association, as trustee (as amended and supplemented by an officer’s certificate dated August 17, 2020, the “Indenture”). 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. The Company terminated related swap agreements of $200.0 million that hedged the 2030 Senior Unsecured Public Notes, paying $23.4 million upon termination. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $350 million aggregate principal amount of 2031 Senior Unsecured Notes is 3.49%.

In May 2021, the Operating Partnership completed an underwritten public offering of $350 million aggregate principal amount of its 2.000% Notes due 2028 (the “2028 Senior Unsecured Public Notes”) and $300 million in aggregate principal amount of 2.600% Notes due 2033 (the “2033 Senior Unsecured Public Notes”).  The 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership.  The terms of the 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and U.S. Bank National Association, as trustee (as amended and supplemented by an officer’s certificate dated May 14, 2021, the “Indenture”). 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.  The Company terminated related swap agreements of $300 million that hedged the 2033 Senior Unsecured Public Notes, receiving $16.7 million upon termination. Considering the effect of the terminated swap agreements, the blended all-in rates to the Company for the $350 million aggregate principal amount of the 2028 Senior Unsecured Public Notes and the $300 million aggregate principal amount of the 2033 Senior Unsecured Public Notes are 2.11% and 2.13%, respectively.

Mortgage Notes Payable

As of December 31, 2021, the Company had total gross mortgage indebtedness of $32.6 million which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $38.9 million. Including mortgages that have been swapped to a fixed interest rate, the weighted average interest rate on the Company’s mortgage notes payable was 4.16% as of December 31, 2021 and 4.21% as of December 31, 2020.

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.

Loan Covenants

Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio. As of December 31, 2021,

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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, 2021.

Cash Flows

Operating -- Most of the Company’s cash from operations is generated by rental income from its investment portfolio.  Net cash provided by operating activities for the year ended December 31, 2021 increased by $103.4 million over 2020, primarily due to the increase in the size of the Company’s real estate investment portfolio, as well as in increase in cash received upon settlement of outstanding interest rate swap agreements. 

Investing -- Net cash used in investing activities was $86.8 million higher during the year ended December 31, 2021, compared to 2020.  Acquisitions of properties during 2021 were $74.0 million higher than 2020, due to overall increases in the level of acquisition activity.  Development costs during the year ended December 31, 2021 were $21.8 million higher than 2020, due to the timing of costs incurred related to the Company’s development activity.  Proceeds from asset sales increased by $8.3 million during the year ended December 31, 2021 compared to 2020. Proceeds from asset sales are dependent on levels of disposition activity and the specific assets sold. Proceeds from asset sales are not necessarily comparable period-to-period.

Financing -- Net cash provided by financing activities was $54.9 million higher during the year ended December 31, 2021, compared to 2020.  Net proceeds from the issuance of common stock and preferred stock increased by $19.0 million during the year ended December 31, 2021 compared to 2020, primarily to fund the increased level of acquisitions occurring in 2021.  Net proceeds from the issuance of senior unsecured notes increased by $290.9 million during the year ended December 31, 2021, compared to 2020, also to fund the increased level of acquisitions occurring in 2021 as well as to pay off $240.0 million in unsecured term loans.  Increases in equity and debt issuances also included an increase in net borrowings on the Revolving Credit Facility of $65.0 million during the year ended December 31, 2021 compared to 2020.  The Company increased its total dividends and distributions paid to its stockholders and non-controlling owners by $79.9 million during 2021 compared to 2020.  The Company’s annualized common dividend during the fourth quarter of 2021 is $2.72 per common share, a 9.7% increase over the annualized $2.48 per common share declared in the fourth quarter of 2020.

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Material Cash Requirements

In conducting our business, the Company enters into contractual obligations, including those for debt and operating leases for land. Detail of these obligations as of December 31, 2021, including expected settlement periods, is contained below (presented in thousands):

	Payments due by period
	2022		2023		2024		2025		2026		Thereafter		Total
Mortgage Notes Payable	$	850	$	29,167	$	963	$	1,026	$	629	$	—	$	32,635
Revolving Credit Facility (1)		—		—		—		—		160,000		—		160,000
Senior Unsecured Notes		—		—		—		50,000		—		1,460,000		1,510,000
Land Lease Obligations		1,533		1,533		7,449		1,197		1,195		29,850		42,757
Estimated Interest Payments on Outstanding Debt (2)		52,282		51,376		51,088		49,986		40,410		206,748		451,890
Total	$	54,665	$	82,076	$	59,500	$	102,209	$	202,234	$	1,696,598	$	2,197,282

(1) The balloon payment balance includes the balance outstanding under the Revolving Credit Facility as of December 31, 2021. The Revolving Credit Facility matures in January 2026, with options to extend the maturity to extend its maturity date by six months up to two times, for a maximum maturity of January 2027.

(2) Estimated interest payments are based on (i) the stated rates for mortgage notes payable, including the effect of interest rate swap agreements and (ii) the stated rates for senior unsecured notes, including the effect of interest rate swap agreements.

In addition to items reflected in the table above, the Company has issued preferred stock with cumulative cash dividends, as described under Equity – Preferred Stock Offering above.

During the year ended December 31, 2021 the Company had seven development or Partner Capital Solutions projects completed or under construction, for which three remain under construction as of December 31, 2021. Anticipated total costs for the seven projects are approximately $40.0 million. 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 the fourth quarter of 2021 the Company declared monthly dividends of $0.227 per common share for October, November, and December 2021. The holder of the Operating Partnership Common Units is entitled to an equal distribution per Operating Partnership Common Unit held. The dividends and distributions payable for October and November were paid during the quarter.   The December dividends and distributions were paid on January 14, 2022.

During the fourth quarter of  2021, the Company declared a monthly dividend on the Series A Preferred Shares for October, November, and December 2021 in the amount of $0.08854 per Depositary Share. The December dividend was paid on January 3, 2022.  

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.

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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 judgement in the application of accounting policies, including making estimates and assumptions.  Management bases estimates on the best information available at the time, its experience and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  If management’s judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting principles would have been applied, resulting in different presentations of the consolidated financial statements.  From time-to-time, the Company may re-evaluate its estimates and assumptions.  In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain.  A summary of the Company’s critical accounting policies is included below.  This summary should be read in conjunction with the more complete discussion of our accounting policies and procedures included in Note 2 to our consolidated financial statements.

Accounting for Acquisitions of Real Estate

The acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price to land, building and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. In making estimates of fair values, the Company may use various sources, including data provided by independent third parties, as well as information obtained by the Company as a result of due diligence, including expected future cash flows of the property and various characteristics of the markets where the property is located. Certain estimates, including those around market land values, building replacement values, and market rental rates, are inherently subjective. While estimates of market land values and market rental rates are based on available market data, each land parcel and building are unique, and significant judgment may be required in developing the assumptions. 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. Events or circumstances that may occur include, but are not limited to, significant changes in real estate market conditions, estimated residual values, or our ability or expectation to re-lease or sell properties that are vacant or become vacant. Management determines whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the real estate, with the carrying cost of the individual asset. An asset is considered impaired if its carrying value exceeds its estimated undiscounted cash flows and an impairment charge is recorded in the amount by which the carrying value of the asset exceeds its estimated fair value.  

The valuation of impaired assets is determined using valuation techniques including discounted cash flow analysis, analysis of recent comparable sales transactions and purchase offers received from third parties. The Company may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.

The expected cash flows of a property are dependent on estimates and other factors subject to change, including (1) changes in the national, regional, and/or local economic climates and/or market conditions, (2) competition from other retail, (3) increases in operating costs, (4) bankruptcy and/or other changes in a tenant’s condition and (5) expected holding period. 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 involves significant judgment.

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Non-GAAP Financial Measures

Funds from Operations (“FFO” or “Nareit FFO”)

FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“Nareit”) to mean net income computed in accordance with GAAP, excluding gains (or losses) from sales of real estate assets and/or changes in control, plus real estate related depreciation and amortization and any impairment charges on depreciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operation.

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. Further, while the Company adheres to the Nareit definition of FFO, its presentation of FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.

Core Funds from Operations (“Core FFO”)

The Company defines Core FFO as Nareit FFO with the addback of (i) noncash amortization of above- and below- market lease intangibles and (ii) certain infrequently occurring items that reduce or increase net income in accordance with GAAP. Under Nareit’s definition of FFO, lease intangibles created upon acquisition of a net lease must be amortized over the remaining term of the lease. The Company believes that by recognizing amortization charges for above- and below-market lease intangibles, the utility of FFO as a financial performance measure can be diminished.  Management believes that its measure of Core FFO facilitates useful comparison of performance to its peers who predominantly transact in sale-leaseback transactions and are thereby not required by GAAP to allocate purchase price to lease intangibles.  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.

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. Further, the Company’s presentation of Core FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.

Adjusted Funds from Operations (“AFFO”)

AFFO is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. AFFO further adjusts FFO and Core FFO for certain non-cash items that reduce or increase net income computed in accordance with GAAP. Management considers AFFO a useful supplemental measure of the Company’s performance, however, AFFO should not be considered an alternative to net income as an indication of its performance, or to cash flow as a measure of liquidity or ability to make distributions. 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.

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The following table provides a reconciliation of net income to FFO, Core FFO, and AFFO for the years ended December 31, 2021, 2020, and 2019:

	Year Ended
	December 31, 2021		December 31, 2020		December 31, 2019
Reconciliation from Net Income to Funds from Operations
Net income	$	122,876	$	91,972	$	80,763
Less Series A preferred stock dividends		2,148		—		—
Net income attributable to Operating Partnership common unitholders		120,728		91,972		80,763
Depreciation of rental real estate assets		66,732		48,367		34,349
Amortization of lease intangibles - in-place leases and leasing costs		28,379		17,882		11,071
Provision for impairment		1,919		4,137		1,609
(Gain) loss on sale or involuntary conversion of assets, net		(15,111)		(8,004)		(13,306)
Funds from Operations - Operating Partnership common unitholders	$	202,647	$	154,354	$	114,486
Loss on extinguishment of debt and settlement of related hedges		14,614		—		—
Amortization of above (below) market lease intangibles, net		24,284		15,885		13,501
Core Funds from Operations - Operating Partnership common unitholders	$	241,545	$	170,239	$	127,987
Straight-line accrued rent		(11,857)		(7,818)		(7,093)
Deferred tax expense (benefit)		—		—		(475)
Stock based compensation expense		5,467		4,995		4,106
Amortization of financing costs		1,197		826		706
Non-real estate depreciation		618		509		283
Adjusted Funds from Operations - Operating Partnership common unitholders	$	236,970	$	168,751	$	125,514
Funds from Operations per common share and partnership unit - diluted	$	3.00	$	2.93	$	2.75
Core Funds from Operations per common share and partnership unit - diluted	$	3.58	$	3.23	$	3.08
Adjusted Funds from Operations per common share and partnership unit - diluted	$	3.51	$	3.20	$	3.02
Weighted average shares and Operating Partnership common units outstanding
Basic		67,149,861		52,185,838		40,924,965
Diluted		67,486,698		52,744,353		41,571,233
Additional supplemental disclosure
Scheduled principal repayments	$	799	$	907	$	2,401
Capitalized interest	$	249	$	172	$	410
Capitalized building improvements	$	5,821	$	5,581	$	2,451

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Item 7A:        Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to interest rate risk primarily through borrowing activities. There is inherent roll-over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and our future financing requirements.

The Company’s interest rate risk is monitored using a variety of techniques. 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.  Average interest rates shown reflect the impact of the swap agreements described later in this section.

	2022			2023			2024			2025			2026			Thereafter			Total
Mortgage Notes Payable	$	850		$	29,167		$	963		$	1,026		$	629		$	—		$	32,635
Average Interest Rate		6.27	%		3.91	%		6.27	%		6.27	%		6.27	%
Revolving Credit Facility (1)	$	—		$	—		$	—		$	—		$	160,000		$	—		$	160,000
Average Interest Rate														1.84	%
Senior Unsecured Notes	$	—		$	—		$	—		$	50,000		$	—		$	1,460,000		$	1,510,000
Average Interest Rate											4.16	%					3.15	%

(1) The balloon payment balance includes the balance outstanding under the Revolving Credit Facility as of December 31, 2021. The Revolving Credit Facility matures in January 2026, with options to extend the maturity to extend its maturity date by six months up to two times, for a maximum maturity of January 2027.

The fair value is estimated at $33.9 million for the mortgage notes payable and $1.57 billion for the senior unsecured notes as of December 31, 2021. The fair value of the Revolving Credit Facility approximates its book value as its variable rate debt.

The table above incorporates those exposures that exist as of December 31, 2021; 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 Company seeks to limit the impact of interest rate changes on earnings and cash flows and to lower the overall borrowing costs by closely monitoring our variable rate debt and converting such debt to fixed rates when the Company deems such conversion advantageous. From time to time, the Company may enter into interest rate swap agreements or other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates, they also expose the Company to the risks that the other parties to the agreements will not perform. The Company could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly effective cash flow hedges under GAAP guidance.

In May 2021 and July 2021, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $300 million of long-term debt. 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 December 2022.  As of December 31, 2021, these interest rate swaps were valued as a liability of approximately $1.5 million.

The Company does not use derivative instruments for trading or other speculative purposes, and the Company did not have any other derivative instruments or hedging activities as of December 31, 2021.

Refer to the section “Risks Related to Our Debt Financings” under Item 1A “Risk Factors” in this Annual Report for discussion of the future transition from LIBOR and the possible impact it may have on the Company’s debt, swap agreements, and interest payments.

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Item 8:       Financial Statements and Supplementary Data

The financial statements and supplementary data are listed in the Index to the Financial Statements and Financial Statement Schedules appearing on Page F-1 of this Annual Report on Form 10-K and are included in this Annual Report on Form 10-K following page F-1.

Item 9:       Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A:    Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that its disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a15-(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company;

2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision of our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, our management believes that we maintained effective internal control over financial reporting as of December 31, 2021.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Attestation Report of Independent Registered Public Accounting Firm

The attestation report issued by our independent registered public accounting firm, Grant Thornton LLP, required under this item is contained on page F-2 of this Annual Report on Form 10-K.

Item 9B:       Other Information

None.

Item 9C:       Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

Item 10:       Directors, Executive Officers and Corporate Governance

The information required by this item is set forth under the following captions in our proxy statement to be filed with respect to our 2022 Annual Meeting of Stockholders (the “Proxy Statement”), all of which is incorporated by reference: “Proposal I – Election of Directors”; “Board Matters –The Board of Directors”; “Board Matters –Committees of the Board”; “Board Matters –Corporate Governance”; “Executive Officers”; “Additional Information – Delinquent Section 16(a) Reports”; and “Additional Information – Proposals for 2022 Annual Meeting.”

Item 11:       Executive Compensation

The information required by this item is set forth under the following captions in our Proxy Statement, all of which is incorporated herein by reference: “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Board Matters – Director Compensation,” “Board Matters – Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report.”

Item 12:       Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table summarizes the equity compensation plan under which our common stock may be issued as of December 31, 2021.

			Number of Securities
			Remaining Available for
	Number of Securities to		Future Issuance Under
	be Issued Upon	Weighted Average	Equity Compensation
	Exercise of Outstanding	Exercise Price of	Plans (Excluding
	Options, Warrants and	Outstanding Options,	Securities Reflected in
	Rights	Warrant and Rights	Column (a))
Plan Category	(a)	(b)	(c)
Equity Compensation Plans Approved by Security Holders	—	—	488,069	(1)​
Equity Compensation Plans Not Approved by Security Holders	—	—	—
Total	—	—	488,069

(1) Relates to various stock-based awards available for issuance under the Agree Realty Corporation 2020 Omnibus Incentive Plan, including incentive stock options, non-qualified stock options, stock appreciation rights, deferred stock awards, restricted stock awards, performance shares and units, unrestricted stock awards and dividend equivalent rights.

Additional information required by this item is set forth under the following caption in our Proxy Statement, all of which is incorporated herein by reference: “Security Ownership of Certain Beneficial Owners and Management.”

Item 13:       Certain Relationships and Related Transactions, and Director Independence

The information required by this item is set forth under the following captions in our Proxy Statement, all of which is incorporated herein by reference: “Related Person Transactions” and “Board Matters –The Board of Directors.”

Item 14:       Principal Accounting Fees and Services

The information required by this item is set forth under the following caption in our Proxy Statement, all of which is incorporated herein by reference: “Audit Committee Matters.”

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PART IV

ITEM 15:        Exhibits and Financial Statement Schedules

15(a)(1).	The following documents are filed as a part of this Annual Report on Form 10-K:
	●     Reports of Independent Registered Public Accounting Firm
	●     Consolidated Balance Sheets as of December 31, 2021 and 2020
	●     Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2021, 2020, and 2019
	●     Consolidated Statement of Equity for the Years Ended December 31, 2021, 2020, and 2019
	●     Consolidated Statements of Cash Flow for the Years Ended December 31, 2021, 2020, and 2019
	●     Notes to the Consolidated Financial Statements
15(a)(2).	The following is a list of the financial statement schedules required by Item 8:
	Schedule III – Real Estate and Accumulated Depreciation
15(a)(3).	Exhibits

Exhibit No.	Description
3.1	Articles of Incorporation of the Company, including all amendments and articles supplementary thereto (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
3.2	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 9, 2013).
3.3	Amendment to the Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 6, 2015).
3.4	Amendment to Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 3, 2016).
3.5	Articles Supplementary of the Company, dated February 26, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 28, 2019).
3.6	First Amendment to Amended and Restated Bylaws of Agree Realty Corporation, effective February 26, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 28, 2019).
3.7	Articles of Amendment of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 25, 2019).
3.8	Amendment to Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 10, 2021).
3.9	Articles Supplementary of the Company, dated September 13, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 13, 2021).
4.1	Amended and Restated Registration Rights Agreement, dated July 8, 1994 by and among the Company, Richard Agree, Edward Rosenberg and Joel Weiner (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994).

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4.2	Form of certificate representing shares of common stock (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 filed on August 24, 2009).
4.3	Form of 4.32% Senior Guaranteed Note, Series 2018-A, due September 26, 2030 (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).
4.4	Form of 4.32% Senior Guaranteed Note, Series 2018-B, due September 26, 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).
4.5*	Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
4.6	Indenture, dated as of August 17, 2020, among the Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 17, 2020).
4.7	Indenture Officer’s Certificate, dated as of August 17, 2020, among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020).
4.8	Form of Global Note for 2.900% Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020).
4.9	Form of Guarantee by and among Agree Limited Partnership, the Guarantors named therein and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020).
4.10	Indenture Officer’s Certificate, dated as of May 14, 2021, among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).
4.11	Form of Global Note for 2.000% Notes due 2028 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).
4.12	Form of Global Note for 2.600% Notes due 2033 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).
4.13	Form of 2028 Guarantee by and among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).
4.14	Form of 2033 Guarantee by and among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).
4.15	Master Deposit Agreement, by and among Agree Realty Corporation, Computershare Inc. and Computershare Trust Company, N.A., as depositary, and the holders from time to time of the depositary receipts described therein relating to shares of preferred stock of the Company, dated as of September 17, 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on September 17, 2021).

47

10.1	Note Purchase Agreement, dated as of August 3, 2017, among Agree Limited Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).
10.2	Uncommitted Master Note Facility, dated as of August 3, 2017, among Agree Limited Partnership, the Company and Teachers Insurance and Annuity Associate of America (“TIAA”) and each TIAA Affiliate (as defined therein) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).
10.3	Uncommitted Master Note Facility, dated as of August 3, 2017, among Agree Limited Partnership, the Company and Teachers Insurance and AIG Asset Management (U.S.), LLC (“AIG”) and each AIG Affiliate (as defined therein) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).
10.4+	Amended Employment Agreement, dated July 1, 2014, by and between the Company and Richard Agree (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
10.5+	Amended Employment Agreement, dated July 1, 2014, by and between the Company and Joey Agree (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
10.6*	Summary of Director Compensation.
10.7+	Agree Realty Corporation 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014).
10.8+	Form of Restricted Stock Agreement under the Agree Realty Corporation 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
10.9+	Form of Performance Share Award Agreement pursuant to the Agree Realty Corporation 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).
10.10+	Agree Realty Corporation 2017 Executive Incentive Plan, dated February 16, 2017 (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).
10.11	Note Purchase Agreement dated as of May 28, 2015 by and among Agree Limited Partnership, the Company and the purchasers thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 1, 2015).
10.12	Note Purchase Agreement, dated as of July 28, 2016, by and among Agree Limited Partnership, the Company and the purchasers thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).
10.13	Form of Revolving Note (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 23, 2018).
10.14	First Supplement to Uncommitted Master Note Facility, dated as of September 26, 2018, among Agree Limited Partnership, Agree Realty Corporation and Teachers Insurance and Annuity Association of America (“TIAA”) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).

48

10.15	First Supplement to Uncommitted Master Note Facility, dated as of September 26, 2018, among Agree Limited Partnership, Agree Realty Corporation, AIG Asset Management (U.S.), LLC and the institutional investors named therein (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on  Form 10-Q for the quarter ended September 30, 2018).
10.16	Reimbursement Agreement, dated as of November 18, 2014, by and between the Company and Richard Agree (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018).
10.17+	Form of Performance Unit Award Notice (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).
10.18	Note Purchase Agreement, dated as of June 14, 2019, among Agree Limited Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).
10.19+	Summary of Material Terms of Compensation Arrangement with Danielle M. Spehar (effective December 7, 2019). (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020).
10.21+	Agree Realty Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 23, 2020).
10.22+	Form of Restricted Stock Agreement under the Agree Realty Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on July 20, 2020).
10.23+	Form of Performance Unit Agreement under the Agree Realty Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on July 20, 2020).
10.24+	Employment Agreement, dated October 9, 2020, by and between Agree Realty Corporation and Joel Agree (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 15, 2020).
10.25+	Employment Agreement dated June 18, 2020, between Agree Realty Corporation and Craig Erlich (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 19, 2020).
10.26+	Addendum to Employment Agreement dated August 19, 2020, between Agree Realty Corporation and Craig Erlich (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on October 19, 2020).
10.27+	Employment Agreement, dated as of February 22, 2021, between Agree Realty Corporation and Simon Leopold (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2021).
10.28	Second Amended and Restated Agreement of Limited Partnership of Agree Limited Partnership, dated as of September 17, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 17, 2021).
10.29	Third Amended and Restated Credit Agreement, dated as of December 15, 2021, by and among Agree Realty Corporation, Agree Limited Partnership, PNC Bank, National Association as Administrative Agent, and a

49

	syndicate of lenders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 16, 2021).
10.30+*	Employment Agreement, dated December 7, 2021, between Agree Realty Corporation and Peter Coughenour.
10.31+*	Form of Restricted Stock Notice (Non-Employee Directors) under the Agree Realty Corporation 2020 Omnibus Incentive Plan.
21*	Subsidiaries of Agree Realty Corporation.
22*	Subsidiary Guarantors of Agree Realty Corporation.
23.1*	Consent of Grant Thornton LLP.
24*	Power of Attorney (included on the signature page of this Annual Report on Form 10-K).
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Joel N. Agree, Chief Executive Officer.
31.2*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Peter Coughenour, Chief Financial Officer.
32.1*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Joel N. Agree, Chief Executive Officer.
32.2*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Peter Coughenour, Chief Financial Officer.
101*	The following materials from Agree Realty Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to these consolidated financial statements, tagged as blocks of text.
104*	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

*      Filed herewith.

+      Management contract or compensatory plan or arrangement.

15(b)    The Exhibits listed in Item 15(a)(3) are hereby filed with this Annual Report on Form 10-K.

15(c)     The financial statement schedule listed at Item 15(a)(2) is hereby filed with this Annual Report on Form 10-K.

Item 16:      Form 10-K Summary

None.

50

	Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248)	F-2
Financial Statements
Consolidated Balance Sheets	F-5
Consolidated Statements of Operations and Comprehensive Income	F-7
Consolidated Statements of Equity	F-8
Consolidated Statements of Cash Flows	F-9
Notes to Consolidated Financial Statements	F-10
Schedule III - Real Estate and Accumulated Depreciation	F-39

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Agree Realty Corporation

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Agree Realty Corporation (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2021, and our report dated February 22, 2022 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

February 22, 2022

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Agree Realty Corporation

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Agree Realty Corporation (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 22, 2022 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Fair value measurements used in the purchase price allocation of real estate acquisitions

As described further in Notes 2 and 4 to the consolidated financial statements, the acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price primarily to land, buildings and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. During 2021, the Company purchased 290 retail net lease assets for approximately $1.39 billion. We identified the fair value measurements used in the purchase price allocation of real estate acquisitions as a critical audit matter.

The principal consideration for our determination that the fair value measurements used in the purchase price allocation of real estate acquisitions are a critical audit matter is that auditing management’s determination of fair value is

F-3

challenging due to the high degree of auditor judgment necessary in evaluating certain assumptions made by management. Those significant assumptions include market land value and market rent.

Our audit procedures related to the fair value measurements used in the purchase price allocation of real estate acquisitions included the following, among others. We obtained an understanding and tested the design and operating effectiveness of relevant controls to allocate the purchase price of real estate acquisitions, including controls over the selection and review of inputs and assumptions used to estimate fair value. For a selection of real estate acquisitions, our real estate valuation professionals evaluated the reasonableness of key inputs and assumptions used to determine fair value by comparing the Company’s market land and market rent values to independently developed ranges using relevant market data derived from industry transaction databases and published industry reports. For a selection of real estate acquisitions and a selection of leases, we compared the Company’s market land and market rent values to independently developed ranges for reasonableness and to consider if management bias was present. Our procedures included performing sensitivity analyses over these significant assumptions.

Impairment of real estate investments

As of December 31, 2021, the Company’s net real estate investments totaled $4.37 billion. During 2021, the Company recognized real estate impairment charges of $1.9 million. As described in Notes 2 and 4 to the consolidated financial statements, the Company reviews its real estate investments and related lease intangibles for possible impairment when certain events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable through operations plus estimated disposition proceeds. Events or changes in circumstances that may occur include, but are not limited to, significant changes in real estate market conditions, estimated residual values, and an expectation to sell assets before the end of the previously estimated life. Management determines whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the real estate, with the carrying cost of the individual asset. We identified impairment of real estate investments as a critical audit matter.

The principal consideration for our determination that impairment of real estate investments is a critical audit matter is that auditing management’s assessment of impairment is challenging due to the high degree of auditor judgment necessary in evaluating management’s indicators of possible impairment and the key inputs and assumptions used in forecasting undiscounted future cash flows for cost recoverability.

Our audit procedures related to impairment of real estate investments included the following, among others. We obtained an understanding and tested the design and operating effectiveness of relevant controls over the evaluation of possible impairments of real estate investments, such as internal controls over the Company’s monitoring of the real estate investment portfolio, and the Company’s assessments of recoverability. We evaluated the completeness of the population of real estate investments with indicators of impairment requiring further analysis. We evaluated the reasonableness of the methods and significant inputs and assumptions used in the undiscounted cash flow analyses including the probability of outcomes, estimated holding periods, and potential disposal proceeds to be received upon a sale. We evaluated these inputs and assumptions by comparing them to a combination of observable market data and historical performance of the identified real estate investments, which involved the use of our real estate valuation specialists. Our assessment included sensitivity analyses over these significant assumptions, and we considered whether such assumptions were consistent with evidence obtained in other areas of the audit.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2013.

Philadelphia, Pennsylvania

February 22, 2022.

F-4

AGREE REALTY CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per-share data)

	December 31,		December 31,
	2021		2020
ASSETS
Real Estate Investments
Land	$	1,559,434	$	1,094,550
Buildings		3,034,391		2,371,553
Less accumulated depreciation		(233,862)		(172,577)
		4,359,963		3,293,526
Property under development		7,148		10,653
Net Real Estate Investments		4,367,111		3,304,179
Real Estate Held for Sale, net		5,676		1,199
Cash and Cash Equivalents		43,252		6,137
Cash Held in Escrows		1,998		1,818
Accounts Receivable - Tenants, net		53,442		37,808
Lease Intangibles, net of accumulated amortization of
$180,532 and $125,995 at December 31, 2021 and December 31, 2020, respectively		672,020		473,592
Other Assets, net		83,407		61,450
Total Assets	$	5,226,906	$	3,886,183

See accompanying notes to consolidated financial statements.

F-5

AGREE REALTY CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per-share data)

	December 31,		December 31,
	2021		2020
LIABILITIES
Mortgage Notes Payable, net	$	32,429	$	33,122
Unsecured Term Loans, net		0		237,849
Senior Unsecured Notes, net		1,495,200		855,328
Unsecured Revolving Credit Facility		160,000		92,000
Dividends and Distributions Payable		16,881		34,545
Accounts Payable, Accrued Expenses, and Other Liabilities		70,005		71,390
Lease Intangibles, net of accumulated amortization of
$29,726 and $24,651 at December 31, 2021 and December 31, 2020, respectively		33,075		35,700
Total Liabilities		1,807,590		1,359,934
EQUITY
Preferred Stock, $.0001 par value per share, 4,000,000 shares authorized,
7,000 shares Series A outstanding, at stated liquidation value of $25,000 per share, at December 31, 2021, 0 shares issued and outstanding at December 31, 2020		175,000		—
Common stock, $.0001 par value, 180,000,000 and 90,000,000 shares
authorized, 71,285,311 and 60,021,483 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively		7		6
Additional paid-in-capital		3,395,549		2,652,090
Dividends in excess of net income		(147,366)		(91,343)
Accumulated other comprehensive income (loss)		(5,503)		(36,266)
Total Equity - Agree Realty Corporation		3,417,687		2,524,487
Non-controlling interest		1,629		1,762
Total Equity		3,419,316		2,526,249
Total Liabilities and Equity	$	5,226,906	$	3,886,183

See accompanying notes to consolidated financial statements.

F-6

AGREE REALTY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except share and per-share data)

	Year Ended
	2021		2020		2019
Revenues
Rental income	$	339,067	$	248,309	$	187,279
Other		256		259		199
Total Revenues		339,323		248,568		187,478
Operating Expenses
Real estate taxes		25,513		21,428		15,520
Property operating expenses		13,996		9,023		6,749
Land lease expense		1,552		1,301		1,242
General and administrative		25,456		20,793		15,566
Depreciation and amortization		95,729		66,758		45,703
Provision for impairment		1,919		4,137		1,609
Total Operating Expenses		164,165		123,440		86,389
Gain (loss) on sale of assets, net		14,941		8,004		13,306
Gain (loss) on involuntary conversion, net		170		0		0
Income from Operations		190,269		133,132		114,395
Other (Expense) Income
Interest expense, net		(50,378)		(40,097)		(33,094)
Income tax (expense) benefit		(2,401)		(1,086)		(538)
Loss on early extinguishment of term loans and settlement of related interest rate swaps		(14,614)		0		0
Other (expense) income		0		23		0
Net Income		122,876		91,972		80,763
Less net income attributable to non-controlling interest		603		591		682
Net income attributable to Agree Realty Corporation		122,273		91,381		80,081
Less Series A preferred stock dividends		2,148		0		0
Net Income Attributable to Common Stockholders	$	120,125	$	91,381	$	80,081
Net Income Per Share Attributable to Common Stockholders
Basic	$	1.79	$	1.76	$	1.96
Diluted	$	1.78	$	1.74	$	1.93
Other Comprehensive Income
Net income	$	122,876	$	91,972	$	80,763
Amortization of interest rate swaps		950		698		(14)
Change in fair value and settlement of interest rate swaps		29,980		(30,694)		(7,973)
Total comprehensive income (loss)		153,806		61,976		72,776
Less comprehensive income (loss) attributable to non-controlling interest		770		369		611
Comprehensive Income (Loss) Attributable to Agree Realty Corporation	$	153,036	$	61,607	$	72,165
Weighted Average Number of Common Shares Outstanding - Basic		66,802,242		51,838,219		40,577,346
Weighted Average Number of Common Shares Outstanding - Diluted		67,139,079		52,396,734		41,223,614

See accompanying notes to consolidated financial statements.

F-7

AGREE REALTY CORPORATION

CONSOLIDATED STATEMENT OF EQUITY

(In thousands, except share and per-share data)

											Accumulated
									Dividends in		Other
	Preferred Stock			Common Stock			Additional		excess of net		Comprehensive		Non-Controlling		Total
	Shares	Amount		Shares	Amount		Paid-In Capital		income		Income (Loss)		Interest		Equity
Balance, December 31, 2018	—		0	37,545,790		4		1,277,592		(42,945)		1,424		2,411	$	1,238,486
Issuance of common stock, net of issuance costs	—		0	7,993,519		—		472,746		0		0		0		472,746
Repurchase of common shares	—		0	(22,011)		—		(1,406)		0		0		0		(1,406)
Issuance of stock under the 2014 Omnibus Incentive Plan	—		0	58,735		1		0		0		0		0		1
Forfeiture of restricted stock	—		0	(2,410)		—		(29)		0		0		0		(29)
Stock-based compensation	—		0	—		—		4,009		0		0		0		4,009
Dividends and distributions declared for the period	—		0	—		—		0		(94,230)		0		(791)		(95,021)
Amortization, changes in fair value, and settlement of interest rate swaps	—		0	—		—		0		0		(7,916)		(71)		(7,987)
Net income	—		0	—		—		0		80,081		0		682		80,763
Balance, December 31, 2019	—	$	0	45,573,623	$	5	$	1,752,912	$	(57,094)	$	(6,492)	$	2,231	$	1,691,562
Issuance of common stock, net of issuance costs	—		0	14,418,612		1		896,117		0		0		0		896,118
Repurchase of common shares	—		0	(20,927)		—		(1,641)		0		0		0		(1,641)
Issuance of stock under the 2014 Omnibus Incentive Plan	—		0	48,942		—		0		0		0		0		0
Issuance of stock under the 2020 Omnibus Incentive Plan	—		0	4,541		—		0		0		0		0		0
Forfeiture of restricted stock	—		0	(3,308)		—		(9)		0		0		0		(9)
Stock-based compensation				—		—		4,711		0		0		0		4,711
Dividends and distributions declared for the period	—		0	—		—		0		(125,630)		0		(838)		(126,468)
Amortization, changes in fair value, and settlement of interest rate swaps	—		0	—		—		0		0		(29,774)		(222)		(29,996)
Net income	—		0	—		—		0		91,381		0		591		91,972
Balance, December 31, 2020	—	$	0	60,021,483	$	6	$	2,652,090	$	(91,343)	$	(36,266)	$	1,762	$	2,526,249
Issuance of Series A preferred stock, net of issuance costs	7,000		175,000	—		—		(4,692)		0		0		0		170,308
Issuance of common stock, net of issuance costs	—		0	11,179,982		1		744,846		0		0		0		744,847
Repurchase of common shares	—		0	(28,051)		—		(1,813)		0		0		0		(1,813)
Issuance of stock under the 2020 Omnibus Incentive Plan	—		0	138,894		—		320		0		0		0		320
Forfeiture of restricted stock	—		0	(26,997)		—		(560)		0		0		0		(560)
Stock-based compensation	—		0	—		—		5,358		0		0		0		5,358
Series A preferred dividends declared for the period	—		(2,148)	—		—		0		0		0		0		(2,148)
Common dividends and distributions declared for the period	—		0	—		—		0		(176,148)		0		(903)		(177,051)
Amortization, changes in fair value, and settlement of interest rate swaps	—		0	—		—		0		0		30,763		167		30,930
Net income	—		2,148	—		—		0		120,125		0		603		122,876
Balance, December 31, 2021	7,000	$	175,000	71,285,311	$	7	$	3,395,549	$	(147,366)	$	(5,503)	$	1,629	$	3,419,316
Cash dividends declared per depositary share of Series A preferred stock:
For the three months ended March 31, 2021		$	0
For the three months ended June 30, 2021		$	0
For the three months ended September 30, 2021		$	0.041
For the three months ended December 31, 2021		$	0.266
Cash dividends declared per common share:
For the three months ended March 31, 2021					$	0.621
For the three months ended June 30, 2021					$	0.651
For the three months ended September 30, 2021					$	0.651
For the three months ended December 31, 2021					$	0.681

See accompanying notes to consolidated financial statements.

F-8

AGREE REALTY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended
	December 31, 2021		December 31, 2020		December 31, 2019
Cash Flows from Operating Activities
Net income	$	122,876	$	91,972	$	80,763
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		95,729		66,758		45,703
Amortization from above (below) market lease intangibles, net		24,284		15,885		13,501
Amortization from financing and credit facility costs		2,360		1,444		1,284
Stock-based compensation		4,798		4,702		3,980
Provision for impairment		1,919		4,137		1,609
Gain (loss) on settlement of interest rate swaps		16,748		(22,668)		788
(Gain) loss on sale of assets		(14,941)		(8,004)		(13,306)
Write-off of unamortized financing costs upon debt extinguishment		1,250		0		0
(Increase) decrease in accounts receivable		(16,304)		(11,983)		(6,071)
(Increase) decrease in other assets		(3,231)		(1,503)		(2,150)
Increase (decrease) in accounts payable, accrued expenses, and other liabilities		10,827		2,216		606
Net Cash Provided by Operating Activities		246,315		142,956		126,707
Cash Flows from Investing Activities
Acquisition of real estate investments and other assets		(1,400,685)		(1,326,696)		(708,144)
Development of real estate investments and other assets, net of reimbursements
(including capitalized interest of $249 in 2021, $109 in 2020, and $410 in 2019)		(41,464)		(19,617)		(24,428)
Payment of leasing costs		(468)		(1,227)		(411)
Net proceeds from sale of assets		56,002		47,698		65,464
Net Cash Used in Investing Activities		(1,386,615)		(1,299,842)		(667,519)
Cash Flows from Financing Activities
Proceeds from Series A preferred stock offering, net		170,308		0		0
Proceeds from common stock offerings, net		744,847		896,118		472,746
Repurchase of common shares		(1,813)		(1,641)		(1,406)
Unsecured revolving credit facility borrowings (repayments), net		68,000		3,000		70,000
Payments of mortgage notes payable		(799)		(3,683)		(24,404)
Payments of unsecured term loans		(240,000)		0		(18,543)
Proceeds from senior unsecured notes		640,623		349,745		125,000
Payment of Series A preferred dividends		(1,529)		0		0
Payment of common stock dividends		(194,296)		(116,112)		(90,257)
Distributions to non-controlling interest		(1,042)		(824)		(782)
Payments for financing costs		(6,704)		(3,919)		(3,360)
Net Cash Provided by Financing Activities		1,177,595		1,122,684		528,994
Net Increase (Decrease) in Cash and Cash Equivalents and Cash Held in Escrow		37,295		(34,202)		(11,818)
Cash and cash equivalents and cash held in escrow, beginning of period		7,955		42,157		53,975
Cash and cash equivalents and cash held in escrow, end of period	$	45,250	$	7,955	$	42,157
Supplemental Disclosure of Cash Flow Information
Cash paid for interest (net of amounts capitalized)	$	56,150	$	37,710	$	29,925
Cash paid for income tax	$	1,816	$	1,150	$	666
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Operating lease right of use assets added upon implementation of leases standard on January 1, 2019	$	0	$	0	$	7,505
Additional lease right of use assets added under new ground leases after January 1, 2019	$	6,302	$	1,064		12,167
Operating lease right of use assets disposed of upon acquisition of underlying ground leased land	$	0	$	0		(3,059)
Series A preferred dividends declared and unpaid	$	620	$	0		0
Common stock dividends and limited partners' distributions declared and unpaid	$	16,261	$	34,545	$	25,014
Change in accrual of development, construction and other real estate investment costs	$	(5,537)	$	10,465	$	4,330

See accompanying notes to consolidated financial statements.

F-9

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Note 1 – Organization

Agree Realty Corporation (the “Company”), a Maryland corporation, is a fully integrated real estate investment trust (“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 New York Stock Exchange in 1994.

The Company’s assets are held by, and all of our operations are conducted through, directly or indirectly, Agree Limited Partnership (the “Operating Partnership”), of which Agree Realty Corporation is the sole general partner and in which it held a 99.5% common equity interest as of December 31, 2021.  There is a one-for-one relationship between the limited partnership interests in the Operating Partnership (“Operating Partnership Common Units”) owned by the Company and shares of Company common stock outstanding.  The Company also owns a Series A preferred equity interest in the Operating Partnership.  This preferred equity interest corresponds to the Company’s Series A Preferred Stock (see Note 6- Common and Preferred Stock), providing guaranteed income and distributions to the Company equal to the dividends payable on that stock.  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.

The terms “Agree Realty,” the “Company,” “Management,” “we,” “our” or “us” refer to Agree Realty Corporation and all of its consolidated subsidiaries, including the Operating Partnership.

Note 2 – Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements of Agree Realty Corporation include the accounts of the Company, the Operating Partnership and its wholly owned subsidiaries. The Company, as the sole general partner, held 99.5% and 99.4% of the Operating Partnership common equity as of December 31, 2021 and 2020, respectively, as well as the Series A preferred equity interest. All material intercompany accounts and transactions are eliminated, including the Company’s Series A preferred equity interest in the Operating Partnership.

Non-controlling Interest

At December 31, 2021 and 2020, the non-controlling interest in the Operating Partnership consisted of a 0.5% and 0.6% ownership interest in the Operating Partnership held by the Company’s founder and chairman, respectively. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of common stock. 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 its shares. Assuming the exchange of all non-controlling Operating Partnership Units, there would have been 71,632,930 shares of common stock outstanding at December 31, 2021.

Significant Risks and Uncertainties

Currently, one of the most significant risks and uncertainties continues to be the potential adverse effect of the current pandemic of the novel coronavirus, or COVID-19, and its variants.  The COVID-19 pandemic has had repercussions across regional and global economies and financial markets. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted economic activity and had contributed to significant volatility and negative pressure in financial markets.  The COVID-19 pandemic has resulted in a number of our tenants temporarily closing their stores and requesting rent deferrals or rent abatements during this pandemic. Although the duration and severity of this pandemic are still uncertain, there is reason to believe that the success of vaccination efforts in the U.S. will have a positive impact on businesses, as federal, state and local restrictions are lifted and individuals return to pre-pandemic activities.  However, the virus’s variants, its surges and resurgences in the population, and challenges relating to vaccine immunization are still having a very fluid and continuously evolving impact on businesses and consumers.  

F-10

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

The COVID-19 pandemic could still have material and adverse effects on our financial condition, results of operations and cash flows in the near term due to, but not limited to, the following:

● reduced economic activity severely impacting our tenants’ businesses, financial condition and liquidity and may cause tenants to be unable to fully meet their obligations to us.  Certain tenants have sought to modify such obligations and may seek additional relief and additional tenants may seek modifications of such obligations, resulting in increases in uncollectible receivables and reductions in rental income;

● the negative financial impact of the pandemic which could impact our future compliance with financial covenants of our credit facility and other debt agreements; and

● weaker economic conditions which could cause us to recognize impairment in value of our tangible or intangible assets.  

During the year ended December 31, 2021, the Company collected substantially all rent payments originally contracted for in the period. However, the extent to which the COVID-19 pandemic continues to impact our operations and those of our tenants will still depend on future developments which are still uncertain, including the scope, severity and remaining duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others.

The Company continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its business and geographies. However, as a result of the many uncertainties surrounding the COVID-19 pandemic, we are still not able to fully predict the impact that it ultimately will have on our financial condition, results of operations and cash flows.

Real Estate Investments

The Company records the acquisition of real estate at cost, including acquisition and closing costs. For properties developed by the Company, all direct and indirect costs related to planning, development and construction, including interest, real estate taxes and other miscellaneous costs incurred during the construction period, are capitalized for financial reporting purposes and recorded as property under development until construction has been completed.  

Assets are classified as real estate held for sale based on specific criteria as outlined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, Property, Plant & Equipment.  Properties classified as real estate held for sale are recorded at the lower of their carrying value or their fair value, less anticipated selling costs. Any properties classified as held for sale are not depreciated. Assets are generally classified as real estate held for sale once management has actively engaged in marketing the asset and has received a firm purchase commitment that is expected to close within one year. The Company classified 1 operating property as held for sale at both December 31, 2021 and 2020, the assets for which are separately presented in the Consolidated Balance Sheets.

Real estate held for sale consisted of the following as of December 31, 2021 and 2020 (presented in thousands):

	December 31, 2021		December 31, 2020
Land	$	4,485	$	313
Building		0		1,019
Lease intangibles - asset		1,213		132
Lease intangibles - (liability)		0		(285)
		5,698		1,179
Accumulated depreciation and amortization, net		(22)		20
Total Real Estate Held for Sale, net	$	5,676	$	1,199

F-11

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Acquisitions of Real Estate

The acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price to land, buildings and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. Intangible assets and liabilities represent the value of in-place leases and above- or below-market leases. In making estimates of fair values, the Company may use various sources, including data provided by independent third parties, as well as information obtained by the Company as a result of its due diligence, including expected future cash flows of the property and various characteristics of the markets where the property is located.

In allocating the fair value of the identified tangible and intangible assets and liabilities of an acquired property, land is valued based upon comparable market data or independent appraisals.  Buildings are valued on an as-if vacant basis based on a cost approach utilizing estimates of cost and the economic age of the building or an income approach utilizing various market data. In-place lease intangibles are valued based on the Company’s estimates of costs related to tenant acquisition and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above- and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition and the Company’s estimate of current market lease rates for the property.  In the case of sale-leaseback transactions, it is typically assumed that the lease is not in-place prior to the close of the transaction.

Depreciation and Amortization

Land, buildings, and improvements are recorded and stated at cost.  The Company’s properties are depreciated using the straight-line method over the estimated remaining useful life of the assets, which are generally 40 years for buildings and 10 to 20 years for improvements. Properties classified as held for sale and properties under development or redevelopment are not depreciated.  Major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.

In-place lease intangible assets and the capitalized above- and below-market lease intangibles are amortized over the non-cancelable term of the lease unless the Company believes it is reasonably certain that the tenant will renew the lease for an option term, in which case the Company amortizes the value attributable to the renewal over the renewal period.  In-place lease intangible assets are amortized to amortization expense and above- and below-market lease intangibles are amortized as a net adjustment to rental income.  In the event of early lease termination, the remaining net book value of any above- or below-market lease intangible is recognized as an adjustment to rental income.

The following schedule summarizes the Company’s amortization of lease intangibles for the years ended December 31, 2021, 2020, and 2019 (presented in thousands):

	For the Year Ended December 31,
	2021		2020		2019
Lease intangibles (in-place)	$	27,827	$	17,413	$	10,619
Lease intangibles (above-market)		30,596		21,523		18,107
Lease intangibles (below-market)		(6,312)		(5,638)		(4,607)
Total	$	52,111	$	33,298	$	24,119

F-12

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

The following schedule represents estimated future amortization of lease intangibles as of December 31, 2021 (presented in thousands):

Year Ending December 31,	2022		2023		2024		2025		2026		Thereafter		Total
Lease intangibles (in-place)	$	34,016	$	31,799	$	29,227	$	27,010	$	24,807	$	134,233	$	281,092
Lease intangibles (above-market)		37,996		35,621		31,569		29,236		27,486		229,020		390,928
Lease intangibles (below-market)		(5,563)		(4,851)		(4,181)		(3,745)		(3,391)		(11,344)		(33,075)
Total	$	66,449	$	62,569	$	56,615	$	52,501	$	48,902	$	351,909	$	638,945

Impairments

The Company reviews real estate investments and related lease intangibles for possible impairment when certain events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable through operations plus estimated disposition proceeds. Events or changes in circumstances that may occur include, but are not limited to, significant changes in real estate market conditions, estimated residual values, and an expectation to sell assets before the end of the previously estimated life. Impairments are measured to the extent the current book value exceeds the estimated fair value of the asset less disposition costs for any assets classified as held for sale.

The valuation of impaired assets is determined using valuation techniques including discounted cash flow analysis, analysis of recent comparable sales transactions, and purchase offers received from third parties, which are Level 3 inputs. The Company may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.  Estimating future cash flows is highly subjective and estimates can differ materially from actual results.

Cash and Cash Equivalents and Cash Held in Escrow

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of deposit and checking accounts.  Cash held in escrows primarily relates to delayed like-kind exchange transactions pursued under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).  The account balances periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage, and as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company had $44.0 million and $7.0 million in cash and cash held in escrow as of December 31, 2021 and 2020, respectively, in excess of the FDIC insured limit.

Per the requirements of ASU 2016-18 (Topic 230, Statement of Cash Flows) the following table provides a reconciliation of cash and cash equivalents and cash held in escrow, both as reported within the consolidated balance sheets, to the total of the cash, cash equivalents and cash held in escrow as reported within the consolidated statements of cash flows (presented in thousands):

	December 31, 2021		December 31, 2020
Cash and cash equivalents	$	43,252	$	6,137
Cash held in escrow		1,998		1,818
Total of cash and cash equivalents and cash held in escrow	$	45,250	$	7,955

Revenue Recognition and Accounts Receivable

The Company leases real estate to its tenants under long-term net leases which are accounted for as operating leases. Under this method, leases that have fixed and determinable rent increases are recognized on a straight-line basis over the lease term. Rental increases based upon changes in the consumer price indexes, or other variable factors, are recognized only after changes in such factors have occurred and are then applied according to the lease agreements. Certain leases also provide for additional rent based on tenants’ sales volumes. These rents are recognized when determinable after the tenant exceeds a sales breakpoint.

F-13

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Recognizing rent escalations on a straight-line method results in rental revenue in the early years of a lease being higher than actual cash received, creating a straight-line rent receivable asset which is included in the Accounts Receivable - Tenants line item in the Consolidated Balance Sheets. The balance of straight-line rent receivables at December 31, 2021 and 2020 was $40.9 million and $29.8 million, respectively. To the extent any of the tenants under these leases become unable to pay their contractual cash rents, the Company may be required to write down the straight-line rent receivable from those tenants, which would reduce rental income.

The Company reviews the collectability of charges under its tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. During 2021 and 2020, the Company’s assessment specifically included the impact of the COVID-19 pandemic, which represents a material risk to collectability (see Significant Risks and Uncertainties above).  In the event that collectability with respect to any tenant changes, the Company recognizes an adjustment to rental revenue. The Company’s review of collectability of charges under its operating leases includes any accrued rental revenues related to the straight-line method of reporting rental revenue.

As of December 31, 2021, the Company has 3 tenants where collection is no longer considered probable. For these tenants, the Company is recording rental income on a cash basis and has written off any outstanding receivables, including straight-line rent receivables. Adjustments to rental revenue related to potentially uncollectible charges under these tenant leases had an immaterial impact to Rental Income and Net Income for the year-ended December 31, 2021.

In addition to the tenant-specific collectability assessment performed, the Company also recognizes a general allowance, as a reduction to rental revenue, for its operating lease receivables which are not expected to be fully collectible based on the potential for settlement of arrears. As of December 31, 2021, this allowance was $0.8 million.

The Company’s leases provide for reimbursement from tenants for common area maintenance (“CAM”), insurance, real estate taxes and other operating expenses. A portion of the Company’s operating cost reimbursement revenue is estimated each period and is recognized as rental revenue in the period the recoverable costs are incurred and accrued, and the related revenue is earned.  The balance of unbilled operating cost reimbursement receivable at December 31, 2021 and 2020 was $9.1 million and $4.1 million, respectively.

The Company has adopted the practical expedient in FASB ASC 842, Leases (“ASC 842”) that allows lessors to combine non-lease components with the lease components when the timing and patterns of transfer for the lease and non-lease components are the same and the lease is classified as an operating lease. As a result, all rental and reimbursements pursuant to tenant leases are reflected as one line, “Rental Income,” in the Consolidated Statement of Operations and Comprehensive Income.

Rent Concessions – COVID-19

The Company has provided lease concessions to certain tenants in response to the impact of COVID-19, primarily in the form of rent deferrals.  The Company made an election to account for such lease concessions consistent with how those concessions would be accounted for under ASC 842 if enforceable rights and obligations for those concessions had already existed in the leases.  This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in our rights as lessor, including concessions that result in the total payments required by the modified lease being substantially the same as or less than total payments required by the original lease.

Substantially all of the Company’s concessions to date provide for a deferral of payments with no substantive changes to the consideration in the original lease. These deferrals affect the timing, but not the amount, of the lease payments.  The Company is accounting for these deferrals as if no changes to the lease were made. Under this accounting, the Company increases its lease receivable as tenant payments accrue and continues to recognize rental income.  As of December 31, 2021, the Company has $0.5 million of deferred rent receivables outstanding, net of repayments that have occurred, relating to COVID-19 lease concessions.

F-14

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Sales Tax

The Company collects various taxes from tenants and remits these amounts, on a net basis, to the applicable taxing authorities.

Earnings per Share

Earnings per share of common stock has been computed pursuant to the guidance in the FASB ASC Topic 260, Earnings Per Share.  The guidance requires the classification of the Company’s unvested restricted stock, which contain rights to receive non-forfeitable dividends, as participating securities requiring the two-class method of computing net income per share of common stock.  In accordance with the two-class method, earnings per share has been computed by dividing the net income less net income attributable to unvested restricted shares by the weighted average number of shares of common stock outstanding less unvested restricted shares. Diluted earnings per share is computed by dividing net income by the weighted average shares of common stock and potentially dilutive securities in accordance with the treasury stock method.

The following is a reconciliation of the numerator and denominator used in the computation of basic and diluted net earnings per share of common stock for each of the periods presented (presented in thousands, except for share data):

		Year Ended December 31,
		2021		2020		2019
Net income attributable to Agree Realty Corporation	$	122,273	$	91,381	$	80,081
Less: Series A preferred stock dividends		(2,148)		0		0
Net income attributable to common stockholders		120,125		91,381		80,081
Less: Income attributable to unvested restricted shares		(369)		(297)		(379)
Net income used in basic and diluted earnings per share	$	119,756	$	91,084	$	79,702
Weighted average number of common shares outstanding		67,004,069		52,013,137		40,771,300
Less: Unvested restricted stock		(201,827)		(174,918)		(193,954)
Weighted average number of common shares outstanding used in basic earnings per share		66,802,242		51,838,219		40,577,346
Weighted average number of common shares outstanding used in basic earnings per share		66,802,242		51,838,219		40,577,346
Effect of dilutive securities:
Share-based compensation		118,460		95,103		98,740
September 2018 Forward Equity Offering		0		0		269,785
April 2019 Forward Equity Offering		0		0		277,225
2019 ATM Forward Equity Offerings		0		14,289		518
2020 ATM Forward Equity Offerings		153,200		19,777		0
April 2020 Forward Equity Offerings		0		429,346		0
2021 ATM Forward Equity Offerings		50,757		0		0
December 2021 Forward Offering		14,420		0		0
Weighted average number of common shares outstanding used in diluted earnings per share		67,139,079		52,396,734		41,223,614

For the year ended December 31, 2021, 849 shares of common stock related to the 2021 at-the-market (“ATM”) forward equity offerings, 5,360 shares of common stock related to the 2020 ATM forward equity offerings, and 2,092 restricted shares were granted in 2021 were anti-dilutive and were not included in the computation of diluted earnings per share.

For the year ended December 31, 2020, 27,753 shares of common stock related to the 2020 ATM forward equity offerings, 17,114 shares of common stock related to the 2019 ATM forward equity offerings, and 1,547 performance units were granted in 2020 were anti-dilutive and were not included in the computation of diluted earnings per share.

F-15

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

For the year ended December 31, 2019, 7,931 shares of common stock related to the 2019 ATM forward equity offerings were anti-dilutive and were not included in the computation of diluted earnings per share.

Forward Equity Sales

The Company occasionally sells shares of common stock through forward sale agreements to enable the Company to set the price of such shares upon pricing the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net proceeds by the Company.

To account for the forward sale agreements, the Company considers the accounting guidance governing financial instruments and derivatives.  To date, the Company has concluded that its forward sale agreements are not liabilities as they do not embody obligations to repurchase our shares nor do they embody obligations to issue a variable number of shares for which the monetary value are predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to its shares. The Company then evaluates whether the agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments.  The Company has concluded that the agreements are classifiable as equity contracts based on the following assessments: (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market for the Company’s own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to its own stock.

The Company also considers the potential dilution resulting from the forward sale agreements on the earnings per share calculations. The Company uses the treasury stock method to determine the dilution resulting from the forward sale agreement during the period of time prior to settlement.

Equity Offering Costs

Underwriting commissions and offering costs of equity offerings have been reflected as a reduction of additional paid-in-capital in our Consolidated Balance Sheets.

Income Taxes

The Company has made an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code and related regulations. The Company generally will not be subject to federal income taxes on amounts distributed to stockholders, providing it distributes 100% of its REIT taxable income and meets certain other requirements for qualifying as a REIT. For each of the years in the three-year period ended December 31, 2021, the Company believes it has qualified as a REIT. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements.  Notwithstanding the Company’s qualification for taxation as a REIT, the Company is subject to certain state taxes on its income and real estate.

Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes due to differences in the estimated useful lives and methods used to compute depreciation and the carrying value (basis) of the investments in properties for tax purposes, among other things.

The Company and its taxable REIT subsidiaries (“TRS”) have made a timely TRS election pursuant to the provisions of the REIT Modernization Act. A TRS is able to engage in activities resulting in income that previously would have been disqualified from being eligible REIT income under the federal income tax regulations. As a result, certain activities of the Company which occur within its TRS entity are subject to federal and state income taxes (see Note 8). All provisions for federal income taxes in the accompanying consolidated financial statements are attributable to the Company’s TRS.

The Company regularly analyzes its various federal and state filing positions and only recognizes the income tax effect in its financial statements when certain criteria regarding uncertain income tax positions have been met. The Company

F-16

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

believes that its income tax positions would more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provisions for uncertain income tax positions have been recorded in the consolidated financial statements.

Management’s Responsibility to Evaluate Our Ability to Continue as a Going Concern

When preparing financial statements for each annual and interim reporting period, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its evaluation, the Company considers, among other things, any risks and/or uncertainties to its results of operations, contractual obligations in the form of near-term debt maturities, dividend requirements, or other factors impacting the Company’s liquidity and capital resources.  No conditions or events that raised substantial doubt about the ability to continue as a going concern within one year were identified as of the issuance date of the consolidated financial statements contained in this Annual Report on Form 10-K.

Reclassifications

Certain reclassifications of prior period amounts have been made in the consolidated financial statements and footnotes in order to conform to the current presentation.  

Segment Reporting

The Company is primarily in the business of acquiring, developing and managing retail real estate which is considered to be 1 reporting segment.  The Company has no other reportable segments.

Employment Agreement

In October 2020, the Company entered into a new employment agreement with Joel Agree to extend Mr. Agree’s term as President and Chief Executive Officer of the Company through September 30, 2023 (the “Agreement”). The Agreement supersedes Mr. Agree’s prior employment agreement with the Company, which had a term that was scheduled to expire on June 30, 2021.  The term of Mr. Agree’s employment under the Agreement extends through September 30, 2023, and will automatically renew for successive two-year periods unless either party provides notice of non-renewal at least 60 days prior to the expiration of any term.  The Agreement revised and updated, as applicable, Mr. Agree’s salary, incentive compensation, termination, death and disability, and change in control provisions, as well as provided for a one-time $1.5 million extension bonus that was recognized as general and administrative expense during the year ended December 31, 2020.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Values of Financial Instruments

The Company’s estimates of fair value of financial and non-financial assets and liabilities are based on the framework established in the fair value accounting guidance, ASC 820 Fair Value Measurement. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:

F-17

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Level 1 –	Valuation is based upon quoted prices in active markets for identical assets or liabilities.
Level 2 –	Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 –	Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”).  The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets.  The amendments in ASU 2020-06 are effective for the Company for fiscal years beginning after December 15, 2021. The Company adopted this guidance on January 1, 2022 and does not expect it to have a material impact on its financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)” (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur.  The Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation.  The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.  

Note 3 – Leases

Tenant Leases

The Company is primarily focused on the ownership, acquisition, development and management of retail properties leased to industry leading tenants.  As of December 31, 2021, the Company’s portfolio was approximately 99.5% leased and had a weighted average remaining lease term (excluding extension options) of approximately 9.3 years. A significant majority of its properties are leased to national tenants and approximately 67.0% of its 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.

Substantially all of the Company’s tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and actual property operating expenses incurred, including property taxes, insurance and maintenance. In addition, the Company’s 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

F-18

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

of the tenants’ gross sales above a specified level.  Certain of the Company’s properties are subject to leases under which it retains responsibility for specific costs and expenses of the property.

The Company’s leases typically provide the tenant one or more multi-year renewal options to extend their leases, subject to generally the same terms and conditions, including rent increases, consistent with the initial lease term.  

The Company attempts to maximize the amount it expects to derive from the underlying real estate property following the end of the lease, to the extent it is not extended.  The Company maintains a proactive leasing program that, combined with the quality and locations of its properties, has made its properties attractive to tenants. The Company intends to continue to hold its properties for long-term investment and, accordingly, places a strong emphasis on the quality of construction and an on-going program of regular and preventative maintenance.  However, the residual value of a real estate property is still subject to various market-specific, asset-specific, and tenant-specific risks and characteristics.  As the classification of a lease is dependent on the fair value of its cash flows at lease commencement, the residual value of a property represents a significant assumption in its accounting for tenant leases.  

The Company has elected the practical expedient in ASC 842 on not separating non-lease components from associated lease components.  The lease and non-lease components combined as a result of this election largely include tenant rentals and maintenance charges, respectively. The Company applies the accounting requirements of ASC 842 to the combined component.

The following table includes information regarding contractual lease payments for the Company’s operating leases for which it is the lessor, for the years ended December 31, 2021, 2020 and 2019 (presented in thousands).

	For the Year Ended December 31,
	2021		2020		2019
Total lease payments	$	352,797	$	257,390	$	193,843
Less: Operating cost reimbursements and percentage rents		36,929		28,248		21,137
Total non-variable lease payments	$	315,868	$	229,142	$	172,706

At December 31, 2021, future non-variable lease payments to be received from the Company’s operating leases for the next five years and thereafter are as follows (presented in thousands):

Year Ending December 31,	2022		2023		2024		2025		2026		Thereafter		Total
Future non-variable lease payments	$	357,888	$	351,828	$	340,612	$	328,784	$	310,965	$	1,744,997	$	3,435,074

Deferred Revenue

As of December 31, 2021, and 2020, there was $13.5 million and $6.1 million, respectively, in deferred revenues resulting from rents paid in advance.

Land Lease Obligations

The Company is the lessee under land lease agreements for certain of its properties. ASC 842 requires a lessee to recognize right of use assets and lease obligation liabilities that arise from leases, whether qualifying as operating or finance.  As of December 31, 2021 and 2020, the Company had $61.1 million and $44.5 million of right of use assets, recognized within Other Assets in the Consolidated Balance Sheets, respectively, while the corresponding lease obligations of $25.0 million and $17.3 million, respectively, were recognized within Accounts Payable, Accrued Expenses, and Other Liabilities on the Consolidated Balance Sheets as of these dates.

F-19

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

The Company’s land leases do not include any variable lease payments. These leases typically provide multi-year renewal options to extend their term as lessee at the Company’s option. Option periods are included in the calculation of the lease obligation liability only when options are reasonably certain to be exercised. Certain of the Company’s land leases qualify as finance leases as a result of purchase options that are reasonably certain of being exercised or automatic transfer of title to the Company at the end of the lease term.

Amortization of the right of use assets for operating land leases is classified as land lease expense and was $1.6 million, $1.3 million, and $1.2 million for the years ending December 31, 2021, 2020, and 2019, respectively. There was no amortization of right of use assets for finance land leases, as the underlying leased asset (land) has an infinite life.  Interest expense on finance land leases was $0.2 million during the year ended December 31, 2021, while there was 0 such expense incurred during the years ended December 31, 2020 or 2019.

The following tables include information on the Company’s land leases for which it is the lessee, for the years ending December 31, 2021, 2020, and 2019 (presented in thousands).

	Year Ended
	December 31, 2021			December 31, 2020			December 31, 2019
Operating leases:
Operating cash outflows	$	1,112		$	1,069		$	1,073
Weighted-average remaining lease term - operating leases (years)		33.8			38.3			38.2
Weighted-average discount rate - operating leases		4.13	%		4.13	%		4.13	%
Finance leases:
Operating cash outflows	$	215		$	0		$	—
Financing cash outflows	$	93		$	0		$	—
Weighted-average remaining lease term - finance leases (years)		2.8			—			—
Weighted-average discount rate - operating leases		4.13	%		0	%		—	%
Supplemental Disclosure:
Right-of-use assets obtained in exchange for new lease liabilities	$	6,302		$	1,064		$	19,672
Right-of-use assets removed in exchange for real property		—			0			(3,025)
Right-of-use assets net change	$	6,302		$	0		$	16,647

Maturity Analysis of Lease Liabilities for Operating Leases (presented in thousands)

Year Ending December 31,	2022		2023		2024		2025		2026		Thereafter		Total
Lease payments	$	1,197	$	1,197	$	1,197	$	1,197	$	1,195	$	29,850	$	35,833
Imputed interest		(730)		(711)		(690)		(669)		(647)		(14,491)		(17,938)
Total lease liabilities	$	467	$	486	$	507	$	528	$	548	$	15,359	$	17,895

Maturity Analysis of Lease Liabilities for Finance Leases (presented in thousands)

Year Ending December 31,	2022		2023		2024		2025		2026		Thereafter		Total
Lease payments	$	336	$	336	$	6,252	$	0	$	0	$	0	$	6,924
Imputed interest		(255)		(252)		(207)		0		0		0		(714)
Total lease liabilities	$	81	$	84	$	6,045	$	0	$	0	$	0	$	6,210

F-20

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Note 4 – Real Estate Investments

Real Estate Portfolio

As of December 31, 2021, the Company owned 1,404 properties, with a total gross leasable area (“GLA”) of approximately 29.1 million square feet. Net Real Estate Investments totaled $4.37 billion as of December 31, 2021. As of December 31, 2020, the Company owned 1,129 properties, with a total GLA of approximately 22.7 million square feet. Net Real Estate Investments totaled $3.30 billion as of December 31, 2020.

Acquisitions

During 2021, the Company purchased 290 retail net lease assets for approximately $1.39 billion, which includes acquisition and closing costs. These properties are located in 43 states and had a weighted average lease term of approximately 11.5 years.  The aggregate 2021 acquisitions were allocated approximately $476.8 million to land, $654.3 million to buildings and improvements, $250.7 million to lease intangibles and $8.8 million to other assets.

During 2020, the Company purchased 317 retail net lease assets for approximately $1.31 billion, which includes acquisition and closing costs. These properties are located in 39 states and had a weighted average lease term of approximately 11.3 years. The aggregate 2020 acquisitions were allocated approximately $386.9 million to land, $768.2 million to buildings and improvements, and $158.1 million to lease intangibles.

The 2021 and 2020 acquisitions were substantially all cash purchases and there was no material contingent consideration associated with these acquisitions.

None of the Company’s investments during 2021 or 2020 caused any new or existing tenant to comprise 10% or more of the Company’s total assets or generate 10% or more of the Company’s total annualized contractual base rent at December 31, 2021 or 2020.

Developments

During 2021, the Company completed 4 development or Partner Capital Solutions (“PCS”) projects.  During 2020, 9 such projects were completed. At December 31, 2021, the Company had 3 development or PCS projects under construction.

Dispositions

During 2021, the Company sold real estate properties for net proceeds of $56.0 million and recorded a net gain of $14.9 million.

During 2020, the Company sold real estate properties for net proceeds of $47.7 million and recorded a net gain of $8.0 million.

During 2019, the Company sold real estate properties for net proceeds of $65.5 million and recorded a net gain of $13.3 million.

Provisions for Impairment

As a result of the Company’s review of Real Estate Investments it recognized real estate impairment charges of $1.9 million, $4.1 million and $1.6 million for the years ended December 31, 2021, 2020, and 2019, respectively.  The estimated fair value of the impaired real estate assets at their time of impairment during 2021, 2020, and 2019 was $1.0 million, $11.9 million and $3.0 million, respectively.  

F-21

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Note 5 – Debt

As of December 31, 2021, the Company had total gross indebtedness of $1.70 billion, including (i) $32.6 million of mortgage notes payable; (ii) $1.51 billion of senior unsecured notes; and (iv) $160.0 million of borrowings under the Revolving Credit Facility (defined below).

Mortgage Notes Payable

As of December 31, 2021, the Company had total gross mortgage indebtedness of $32.6 million, which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $38.9 million. Including mortgages that have been swapped to a fixed interest rate, the weighted average interest rate on the Company’s mortgage notes payable was 4.16% as of December 31, 2021 and 4.21% as of December 31, 2020.

Mortgages payable consisted of the following (presented in thousands):

	December 31, 2021		December 31, 2020
Note payable in monthly installments of interest only at 3.60% per annum, with a balloon payment due January 2023	$	23,640	$	23,640
Note payable in monthly installments of interest only at 5.01% per annum, with a balloon payment due September 2023		4,622		4,622
Note payable in monthly installments of $92 including interest at 6.27% per annum, with a final monthly payment due July 2026		4,373		5,172
Total principal		32,635		33,434
Unamortized debt issuance costs		(206)		(312)
Total	$	32,429	$	33,122

The mortgage loans encumbering the Company’s properties are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan, but generally include fraud or material misrepresentations, misstatements or omissions by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. At December 31, 2021, there were no mortgage loans with partial recourse to the Company.

The Company has entered into mortgage loans that 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 we default 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.

F-22

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Unsecured Term Loan Facilities

The following table presents the Unsecured Term Loans balance net of unamortized debt issuance costs as of December 31, 2021 and 2020 (presented in thousands):

	December 31, 2021		December 31, 2020
2023 Term Loan	$	0	$	40,000
2024 Term Loan Facilities		0		100,000
2026 Term Loan		0		100,000
Total Principal		0		240,000
Unamortized debt issuance costs		0		(2,151)
Total	$	0	$	237,849

In May 2021, the Company used the net proceeds from the offering of the 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes (see Senior Unsecured Notes below) to repay all amounts outstanding under its unsecured term loans and settle the related swap agreements.  The Company incurred a charge of $14.6 million upon this repayment and settlement, including swap termination costs of $13.4 million and the write-off of previously unamortized debt issuance costs of $1.2 million.

Prior to the repayments of the 2023 Term Loan, the 2024 Term Loan Facilities, and the 2026 Term Loan, these loans were subject to all-in interest rates of 2.40%, 2.86%, and 4.26%, respectively, including the effects of related swap agreements.

Senior Unsecured Notes

The following table presents the Senior Unsecured Notes balance net of unamortized debt issuance costs and original issue discount as of December 31, 2021, and 2020 (presented in thousands):

	December 31, 2021		December 31, 2020
2025 Senior Unsecured Notes	$	50,000	$	50,000
2027 Senior Unsecured Notes		50,000		50,000
2028 Senior Unsecured Notes		60,000		60,000
2028 Senior Unsecured Public Notes		350,000		0
2029 Senior Unsecured Notes		100,000		100,000
2030 Senior Unsecured Notes		125,000		125,000
2030 Senior Unsecured Public Notes		350,000		350,000
2031 Senior Unsecured Notes		125,000		125,000
2033 Senior Unsecured Public Notes		300,000		0
Total Principal		1,510,000		860,000
Unamortized debt issuance costs and original issue discount, net		(14,800)		(4,672)
Total	$	1,495,200	$	855,328

In May 2015, the Company and the Operating Partnership completed a private placement of $100 million principal amount of senior unsecured notes. The senior unsecured notes were sold in two series; $50 million of 4.16% notes due May 2025 (the “2025 Senior Unsecured Notes”) and $50 million of 4.26% notes due May 2027 (the “2027 Senior Unsecured Notes”).

In July 2016, the Company and the Operating Partnership completed a private placement of $60 million aggregate principal amount of 4.42% senior unsecured notes due July 2028 (the “2028 Senior Unsecured Notes”).

In September 2017, the Company and the Operating Partnership completed a private placement of $100 million aggregate principal amount of 4.19% senior unsecured notes due September 2029 (the “2029 Senior Unsecured Notes”).

F-23

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

In September 2018, the Company and the Operating Partnership entered into two supplements to uncommitted master note facilities with institutional purchasers. Pursuant to the supplements, the Operating Partnership completed a private placement of $125 million aggregate principal amount of 4.32% senior unsecured notes due September 2030 (the “2030 Senior Unsecured Notes”).

In October 2019, the Company and the Operating Partnership closed on a private placement of $125 million of 4.47% senior unsecured notes due October 2031 (the “2031 Senior Unsecured Notes”).  In March 2019, the Company entered into forward-starting interest rate swap agreements to fix the interest for $100 million of long-term debt until maturity. The Company terminated the swap agreements at the time of pricing the 2031 Senior Unsecured Notes, which resulted in an effective annual fixed rate of 4.41% for $100 million aggregate principal amount of the 2031 Senior Unsecured Notes. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $125 million aggregate principal amount of 2031 Senior Unsecured Notes is 4.42%.

All of the senior unsecured notes described in the preceding paragraphs were sold only to institutional investors and did not involve a public offering in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act.

In August 2020, the Operating Partnership completed an underwritten public offering of $350 million aggregate principal amount of 2.900% Notes due 2030 (the “2030 Senior Unsecured Public Notes”). The 2030 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership.  The terms of the 2030 Senior Unsecured Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and U.S. Bank National Association, as trustee (as amended and supplemented by an officer’s certificate dated August 17, 2020, the “Indenture”). 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.  The Company terminated related swap agreements of $200.0 million that hedged the 2030 Senior Unsecured Public Notes, paying $23.4 million upon termination. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $350 million aggregate principal amount of 2030 Senior Unsecured Public Notes is 3.49%.

In May 2021, the Operating Partnership completed an underwritten public offering of $350 million aggregate principal amount of 2.000% Notes due 2028 (the “2028 Senior Unsecured Public Notes”) and $300 million in aggregate principal amount of 2.600% Notes due 2033 (the “2033 Senior Unsecured Public Notes”).  The 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership.  The terms of the 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and U.S. Bank National Association, as trustee (as amended and supplemented by an officer’s certificate dated May 14, 2021, the “Indenture”). The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the Operating Partnership to incur additional indebtedness and requirements to maintain a pool of unencumbered assets.  The Company terminated related swap agreements of $300 million notional amount that hedged the 2033 Senior Unsecured Public Notes, receiving $16.7 million upon termination. Considering the effect of the terminated swap agreements, the blended all-in rates to the Company for the $350 million aggregate principal amount of the 2028 Senior Unsecured Public Notes and the $300 million aggregate principal amount of the 2033 Senior Unsecured Public Notes are 2.11% and 2.13%, respectively.

Senior Unsecured Revolving Credit Facility

In December 2019, the Company entered into a Second Amended and Restated Revolving Credit and Term Loan Agreement. This agreement provided for a $500 million unsecured revolving credit facility. It also provided for a $65 million unsecured term loan facility and a $35 million unsecured term loan facility.  All amounts outstanding under these unsecured term loan facilities were repaid in May 2021 (see Unsecured Term Loan Facilities below) and cannot be reborrowed against.

F-24

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

In December 2021, the Company entered into a Third Amended and Restated Revolving Credit Agreement which increases its senior unsecured revolving credit facility (the "Revolving Credit Facility") to $1.0 billion. The Revolving Credit Facility includes an accordion option that allows the Company to request additional lender commitments up to a total of $1.75 billion. The Revolving Credit Facility will mature in January 2026 with Company options to extend the maturity date to January 2027.  

The Revolving Credit Facility's interest rate is based on a pricing grid with a range of 72.5 to 140 basis points over LIBOR, determined by the Company's credit ratings. The margins for the Revolving Credit Facility are subject to improvement based on the Company's leverage ratio, provided its credit ratings meet a certain threshold. Based on the Company's credit ratings and leverage ratio at the time of closing, pricing on the Revolving Credit Facility was 77.5 basis points over LIBOR. In connection with the Company's ongoing environmental, social and governance ("ESG") initiatives, pricing may be reduced if specific ESG ratings are achieved.

The Company and Richard Agree, the Executive Chairman of the Company, are parties to a Reimbursement Agreement dated November 18, 2014.  Pursuant to the Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for any loss incurred under the Revolving Credit Facility in an amount not to exceed $14.0 million to the extent that the value of the Operating Partnership’s assets available to satisfy the Operating Partnership’s obligations under the revolving credit facility is less than $14.0 million.

Debt Maturities

The following table presents scheduled principal payments related to the Company’s debt as of December 31, 2021 (presented in thousands):

	Scheduled		Balloon
	Principal		Payment		Total
2022	$	850	$	0	$	850
2023		905		28,262		29,167
2024		963		0		963
2025		1,026		50,000		51,026
2026 (1)		629		160,000		160,629
Thereafter		0		1,460,000		1,460,000
Total scheduled principal payments		4,373		1,698,262		1,702,635
Original issue discount, net		0		(8,923)		(8,923)
Total	$	4,373	$	1,689,339	$	1,693,712

(1) The Revolving Credit Facility matures in January 2026, with options to extend the maturity to January 2027. The Revolving Credit Facility had a balance of $160.0 million as of December 31, 2021.

Loan Covenants

Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum total leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio. As of December 31, 2021, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its loan covenants and obligations as of December 31, 2021.

F-25

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Note 6 – Common and Preferred Stock

Authorized Shares of Common Stock

In May 2021, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 90 million shares to 180 million shares.

Shelf Registration

On May 27, 2020, the Company filed an automatic shelf registration statement on Form S-3 with the Securities and Exchange Commission registering an unspecified amount of common stock, preferred stock, depositary shares, warrants and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

Follow-on Common Stock Offerings

In September 2018, the Company entered into a follow-on public offering of 3,500,000 shares of common stock in connection with a forward sale agreement (the “September 2018 Forward”).  The September 2018 Forward was settled in its entirety in April 2019.   Upon settlement the Company issued 3,500,000 shares and received net proceeds of approximately $186.0 million, after deducting fees and expenses.  

In April 2019, the Company entered into a follow-on public offering to sell an aggregate of 3,162,500 shares of common stock (the “April 2019 Forward”) which included the full exercise of the underwriters’ option to purchase an additional 412,500 shares of common stock. The April 2019 Forward was settled in its entirety in December 2019. Upon settlement, the Company issued 3,162,500 share of common stock and received net proceeds of approximately $195.8 million, after deducting fees and expenses.

In April 2020, the Company completed a follow-on public offering of 2,875,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 375,000 shares of common stock.  Upon closing, the Company issued 2,875,000 shares and received net proceeds of $170.4 million, after deducting fees and expenses.  

Also in April 2020, the Company entered into a follow-on public offering to sell an aggregate of 6,166,666 shares of common stock in connection with a forward sale agreement (the “April 2020 Forward”).  During the remainder of 2020, the Company settled the April 2020 Forward, realizing net proceeds of approximately $354.6 million, after deducting fees and expenses.  

In January 2021, the Company completed a follow-on public offering of 3,450,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 450,000 shares of common stock.  The offering resulted in net proceeds to the Company of approximately $221.4 million, after deducting fees and offering expenses payable by the Company.

In June 2021, the Company completed a follow-on public offering of 4,600,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 600,000 shares of common stock.  The offering resulted in net proceeds to the Company of approximately $327.0 million, after deducting fees and offering expenses payable by the Company.

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 additional 750,000 shares, in connection with forward sale agreements. Upon settlement, the offering is anticipated to raise net proceeds of approximately $374.8 million after

F-26

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements. As of December 31, 2021, the Company has 0t received any proceeds from the sale of shares of its common stock by the forward purchasers.

Preferred Stock Offering

In September 2021, the Company completed an underwritten public offering of depositary shares (the “Depositary Shares”), each representing 1/1,000th of a share of Series A Preferred Stock, which resulted in net proceeds to the Company of approximately $170.3 million, after deducting the underwriting discounts and commissions and costs payable by the Company. At the closing, the Company issued 7,000 shares of Series A Preferred Stock to the depositary, resulting in the issuance of 7,000,000 Depositary Shares. The Company contributed the net proceeds from the sale of the Depositary Shares to the Operating Partnership in exchange for 7,000 Series A Preferred Units corresponding to the number of shares of Series A Preferred Stock underlying the Depositary Shares.  

Dividends on the Series A Preferred Shares will be payable monthly in arrears on the first day of each month (or, if not on a business day, on the next succeeding business day). The dividend rate is 4.25% per annum of the $25,000 (equivalent to $25.00 per Depositary Share) liquidation preference. The first pro-rated dividend on the Series A Preferred Shares was paid on October 1, 2021 and was in an amount equivalent to $0.04132 per Depositary Share. Subsequent dividends on the Series A Preferred Shares will be in the amount of $0.08854 per Depositary Share, equivalent to $1.0625 per annum.

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.  Beginning in September 2026, the Company, at its option, may redeem the Series A Preferred Shares, in whole or from time to time in part, by paying $25.00 per Depositary Share, plus any accrued and unpaid dividends. Upon the occurrence of a change in control of the Company, if the Company does not otherwise redeem the Series A Preferred Shares, the holders have a right to convert their shares into common stock of the Company at the $25.00 per share liquidation value, plus any accrued and unpaid dividends.  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 enters into forward sale agreements.  The results of ATM programs entered into during 2019 and 2020 are shown in the following table.  These ATM programs have been terminated and no future issuances will occur under them.

			Net Proceeds Received
Program Year	Size ($ million)	Shares Issued	($ million)
2019	$400.0	5,172,872	$362.9
2020	$400.0	3,334,056	$209.5

In February 2021, the Company entered into a new $500 million ATM program (the “2021 ATM Program”) through which the Company, from time to time, may sell shares of common stock and/or enter into forward sale agreements.  As of December 31, 2021, the Company entered into forward sale agreements to sell an aggregate of 2,125,296 shares of common stock under the 2021 ATM Program, for anticipated net proceeds of $144.4 million. The Company had not settled any shares of these forward sale agreements as of December 31, 2021. The Company is required to settle the remaining outstanding shares of common stock under the 2021 ATM Program by various dates between March and December 2022. After considering the 2,125,296 shares of common stock subject to forward sale agreements issued under the 2021 ATM Program, the Company had approximately $349.7 million of availability remaining under this program as of December 31, 2021.

F-27

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Note 7 – Dividends and Distributions Payable

The Company declared dividends of $2.604, $2.405 and $2.280 per share during the years ended December 31, 2021, 2020, and 2019; the dividends have been reflected for federal income tax purposes as follows:

For the Year Ended December 31,	2021		2020		2019
Ordinary Income	$	2.398	$	1.928	$	1.933
Return of Capital		0.206		0.477		0.347
Total	$	2.604	$	2.405	$	2.280

On December 1, 2021, the Company declared a dividend of $0.227 per share for the month ended December 31, 2021. The holders of Operating Partnership Common Units are entitled to an equal distribution per Operating Partnership Unit held. The monthly common dividend for December 2021 has been reflected as a reduction of stockholders’ equity and the distribution has been reflected as a reduction of the limited partners’ non-controlling interest. This dividend was paid on January 14, 2022.

The Company declared dividends of $0.30695 per Depositary Share during the year ended December 31, 2021, covering the periods subsequent to the September 2021 preferred stock issuance date (see Note 6- Common and Preferred Stock).   These dividends were reflected entirely as ordinary income for federal income tax purposes.  

On December 13, 2021, the Company declared a dividend of $0.08854 per Depositary Share for the month ended December 31, 2021.  This monthly preferred dividend has been reflected as a reduction of stockholders’ equity and was paid on January 3, 2022.  

Note 8 – Income Taxes

Uncertain Tax Positions

The Company is subject to the provisions of Financial Accounting Standards Board ASC Topic 740-10 (“ASC 740-10”) and has analyzed its various federal and state filing positions. The Company believes that its income tax filing positions and deductions are documented and supported. Additionally, the Company believes that its accruals for tax liabilities are adequate. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740-10. The Company’s Federal income tax returns are open for examination by taxing authorities for all tax years after December 31, 2017. The Company has elected to record related interest and penalties, if any, as income tax expense on the Consolidated Statements of Operations and Comprehensive Income. We have no material interest or penalties relating to income taxes recognized for years ended December 31, 2021, 2020, and 2019.

Deferred Taxes

As of December 31, 2018, the Company had accrued a deferred income tax liability in the amount of $0.5 million. This deferred income tax balance represents the federal and state tax effect of deferring income tax in 2007 on the sale of an asset under section 1031 of the Internal Revenue Code. This transaction was accrued within the Company’s TRS entities.  During 2019, the Company restructured its ownership of the TRS to which the deferred tax liability was related, resulting in a reversal of the previously accrued amount.

Income Tax Expense

During the years ended December 31, 2021, 2020, and 2019, the Company recognized net federal and state income tax expense of approximately $2.4 million, $1.1 million and $0.5 million, respectively. The income tax expense recorded in 2021 includes additional tax expense of approximately $0.5 million relating to 2020 operations, recognized upon filing of the 2020 annual tax returns in 2021.

F-28

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Note 9 – Derivative Instruments and Hedging Activity

Background

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risk, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and, to a limited extent, the use of derivative instruments. For additional information regarding the leveling of the Company’s derivatives, refer to Note 10 – Fair Value Measurements.

The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount.

Hedges of 2022 Planned Debt Issuance

In May and July 2021, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $300 million of long-term debt. 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 December 2022. As of December 31, 2021, these interest rate swaps were valued as a liability of approximately $1.5 million.

Settlements of Hedges for Previous Debt Issuances

2020 Settlements – Hedging 2020 Debt Issuances

In June 2019, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100 million of long-term debt. 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 March 2021. In August 2020, the Company terminated the swap agreements upon the debt issuance, paying $16.1 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt.

In February 2020, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100 million of long-term debt. 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 March 2021. In August 2020, the Company terminated the swap agreements upon the debt issuance, paying $7.3 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt.

2021 Settlements – Hedging 2021 Debt Issuances

In August 2020, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100

million of long-term debt.  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 February 2022.  In May 2021, the Company terminated the swap agreements upon the debt issuance, receiving $8.0 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt.

F-29

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

In December 2020, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100 million of long-term debt. 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 February 2022. In May 2021, the Company terminated the swap agreements upon the debt issuance, receiving $5.6 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt.

In February 2021, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100 million of long-term debt. 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 February 2022. In May 2021, the Company terminated the swap agreements upon the debt issuance, receiving $3.1 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt.

2021 Settlements – Extinguishment of Term Loans

In July 2014, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $65 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company received from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 2.09%. These swaps effectively converted $65 million of variable-rate borrowings to fixed-rate borrowings from July 21, 2014 to July 21, 2021. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $0.3 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.

In June 2016, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $40 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company received from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 1.40%. This swap effectively converted $40 million of variable-rate borrowings to fixed-rate borrowings from August 1, 2016 to July 1, 2023. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $1.0 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.

In December 2018, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $100 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company received from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 2.66%. These swaps effectively converted $100 million of variable-rate borrowings to fixed-rate borrowings from December 27, 2018 to January 15, 2026. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $9.2 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.

In October 2019, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $65 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company received from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 1.4275%. This swap effectively converted $65 million of variable-rate borrowings to fixed-rate borrowings from July 12, 2021 to January 12, 2024. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $1.8 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.

Also in October 2019, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $35 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 1.4265%. This swap effectively converted $35 million of variable-rate

F-30

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

borrowings to fixed-rate borrowings from September 29, 2020 to January 12, 2024. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $1.1 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.

See discussion of the 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes in Note 5 – Debt above.

Recognition

Companies are required to recognize all derivative instruments as either assets or liabilities at fair value on the balance sheet.  The Company recognizes its derivatives within Other Assets, net and Accounts Payable, Accrued Expenses and Other Liabilities on the Consolidated Balance Sheets.

The Company recognizes all changes in fair value for hedging instruments designated and qualifying for cash flow hedge accounting treatment as a component of Other Comprehensive Income (OCI).

Amounts reported in accumulated OCI related to currently outstanding interest rate derivatives are recognized as an adjustment to income as interest payments are made on the Company’s variable-rate debt. Realized gains or losses on settled derivative instruments included in accumulated OCI are recognized as an adjustment over the term of the hedged debt transaction. During the next twelve months, the Company estimates that an additional $0.4 million will be reclassified as an increase to interest expense.

During 2021, the Company accelerated the reclassification of amounts in accumulated OCI into expense given that the hedged forecasted transactions were no longer likely to occur. During 2021, the Company accelerated a loss of $13.4 million out of OCI into earnings due to missed forecasted transactions associated with terminated swap agreements in connection with the early payoff of the hedged term loans (see 2021 Settlements – Extinguishment of Term Loans above).

The Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (presented in thousands, except number of instruments):

	Number of Instruments 1		Notional 1
	December 31,	December 31,	December 31,		December 31,
Interest Rate Derivatives	2021	2020	2021		2020
Interest rate swap	3	16	$	300,000	$	505,000

¹ Number of Instruments and total Notional disclosed includes all interest rate swap agreements outstanding at the balance sheet date, including forward-starting swaps prior to their effective date.

The table below presents the estimated fair value of the Company’s derivative financial instruments as well as their classification in the Consolidated Balance Sheets (presented in thousands).

	Asset Derivatives
	December 31, 2021		December 31, 2020
	Fair Value		Fair Value
Derivatives designated as cash flow hedges:
Other Assets, net	$	1,868	$	2,286

	Liability Derivatives
	December 31, 2021		December 31, 2020
	Fair Value		Fair Value
Derivatives designated as cash flow hedges:
Accounts Payable, Accrued Expenses, and Other Liabilities	$	3,335	$	16,985

F-31

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

The table below presents the effect of the Company’s derivative financial instruments in the Consolidated Statements of Operations and Other Comprehensive Income for the years ended December 31, 2021, 2020, and 2019 (presented in thousands).

							Location of Income/(Loss)	Amount of Income/(Loss)
	Amount of Income/(Loss) Recognized						Reclassified from Accumulated	Reclassified from Accumulated
	in OCI on Derivative						OCI into Income	OCI into Expense
Year Ended December 31,	2021		2020		2019			2021		2020		2019
Interest rate swaps	$	14,958	$	(34,558)	$	(8,657)	Interest expense	$	15,973	$	4,562	$	(118)
							Loss on extinguishment of debt and settlement of related hedges	$	13,363	$	—	$	—

The Company does not use derivative instruments for trading or other speculative purposes and did not have any other derivative instruments or hedging activities as of December 31, 2021.

Credit Risk-related Contingent Features

The Company has agreements with its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.

As of December 31, 2021, the fair value of derivatives in a net liability position related to these agreements, which includes accrued interest but excludes any adjustment for nonperformance risk, was $1.7 million.

Although the derivative contracts are subject to master netting arrangements, which serve as credit mitigants to both the Company and its counterparties under certain situations, the Company does not net its derivative fair values or any existing rights or obligations to cash collateral on the Consolidated Balance Sheets.

The table below presents a gross presentation of the effects of offsetting and a net presentation of the Company’s derivatives as of December 31, 2021 and December 31, 2020. The gross amounts of derivative assets or liabilities can be reconciled to the Tabular Disclosure of Fair Values of Derivative Instruments above, which also provides the location that derivative assets and liabilities are presented on the Consolidated Balance Sheets (presented in thousands):

F-32

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Offsetting of Derivative Assets

As of December 31, 2021

Gross Amounts

Net Amounts of

Offset in the

Assets presented

Gross Amounts Not Offset in the

Gross Amounts

Statement of

in the Statement

Statement of Financial Position

of Recognized

Financial

of Financial

Financial

Cash Collateral

Assets

Position

Position

Instruments

Received

Net Amount

Derivatives

$

1,868

$

0

$

1,868

$

(1,679)

$

0

$

189

Offsetting of Derivative Liabilities

As of December 31, 2021

Net Amounts of

Gross Amounts

Liabilities

Offset in the

presented in the

Gross Amounts Not Offset in the

Gross Amounts

Statement of

Statement of

Statement of Financial Position

of Recognized

Financial

Financial

Financial

Cash Collateral

Liabilities

Position

Position

Instruments

Posted

Net Amount

Derivatives

$

3,335

$

0

$

3,335

$

(1,679)

$

0

$

1,656

Offsetting of Derivative Assets

As of December 31, 2020

Gross Amounts

Net Amounts of

Offset in the

Assets presented

Gross Amounts Not Offset in the

Gross Amounts

Statement of

in the Statement

Statement of Financial Position

of Recognized

Financial

of Financial

Financial

Cash Collateral

Assets

Position

Position

Instruments

Received

Net Amount

Derivatives

$

2,286

$

0

$

2,286

$

(1,258)

$

0

$

1,028

Offsetting of Derivative Liabilities

As of December 31, 2020

Net Amounts of

Gross Amounts

Liabilities

Offset in the

presented in the

Gross Amounts Not Offset in the

Gross Amounts

Statement of

Statement of

Statement of Financial Position

of Recognized

Financial

Financial

Financial

Cash Collateral

Liabilities

Position

Position

Instruments

Posted

Net Amount

Derivatives

$

16,985

$

0

$

16,985

$

(1,258)

$

0

$

15,727

F-33

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

Note 10 – Fair Value Measurements

Assets and Liabilities Measured at Fair Value

The Company accounts for fair values in accordance with ASC 820. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.

ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls, is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Derivative Financial Instruments

Currently, the Company uses interest rate swap agreements to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves.

To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2021, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

F-34

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and December 31, 2020 (presented in thousands):

	Total Fair Value		Level 2
December 31, 2021
Derivative assets - interest rate swaps	$	1,868	$	1,868
Derivative liabilities - interest rate swaps	$	3,335	$	3,335
December 31, 2020
Derivative assets - interest rate swaps	$	2,286	$	2,286
Derivative liabilities - interest rate swaps	$	16,985	$	16,985

Other Financial Instruments

The carrying values of cash and cash equivalents, receivables and accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments.

The Company estimated the fair value of its debt based on our incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt. The discount rate used to calculate the fair value of debt approximates current lending rates for loans and assumes the debt is outstanding through maturity. Since such amounts are estimates that are based on limited available market information for similar transactions, which is a Level 2 non-recurring measurement, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.

Fixed rate debt (including variable rate debt swapped to fixed, excluding the value of the derivatives) with carrying values of $1.53 billion and $1.13 billion as of December 31, 2021 and December 31, 2020, respectively, had fair values of approximately $1.60 billion and $1.28 billion, respectively. Variable rate debt’s fair value is estimated to be equal to the carrying values of $160.0 million and $92.0 million as of December 31, 2021 and December 31, 2020, respectively.

Note 11 – Equity Incentive Plan

In May 2020, the Company’s stockholders approved the Agree Realty Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”), which replaced the Agree Realty Corporation 2014 Omnibus Equity Incentive Plan (the “2014 Plan”). The 2020 Plan provides for the award to employees, directors and consultants of the Company of options, restricted stock, restricted stock units, stock appreciation rights, performance awards (which may take the form of performance units or performance shares) and other awards to acquire up to an aggregate of 700,000 shares of the Company’s common stock. All subsequent awards of equity or equity rights will be granted under the 2020 Plan, and no further awards will be made under the 2014 Plan. As of December 31, 2021, 488,069 shares of common stock were available for issuance under the 2020 Plan.

Restricted Stock

Shares of restricted common stock (“restricted shares”) have been granted to certain employees.

The holder of a restricted share award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares. The restricted shares vest over a five-year period based on continued service to the Company.

The Company estimates the fair value of restricted share grants at the date of grant and amortizes those amounts into expense on a straight-line basis or amount vested, if greater, over the appropriate vesting period. During 2021, 2020, and 2019 the Company recognized $3.5 million, $3.2 million and $3.0 million, respectively, of expense relating to restricted share grants.  

F-35

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

As of December 31, 2021, there was $8.6 million of unrecognized compensation costs related to the outstanding restricted shares, which is expected to be recognized over a weighted average period of 3.4 years. The Company used 0% for the forfeiture rate for determining the fair value of restricted stock. The intrinsic value of restricted shares redeemed was $1.8 million, $1.6 million and $1.4 million for the years ended December 31, 2021, 2020, and 2019, respectively.

Restricted share activity is summarized as follows:

	Shares	Weighted Average
	Outstanding	Grant Date
	(in thousands)	Fair Value
Unvested restricted stock at December 31, 2018	212	$	42.74
Restricted stock granted	54	$	65.85
Restricted stock vested	(70)	$	39.55
Restricted stock forfeited	(2)	$	54.08
Unvested restricted stock at December 31, 2019	194	$	50.71
Restricted stock granted	52	$	78.43
Restricted stock vested	(68)	$	45.78
Restricted stock forfeited	(3)	$	63.80
Unvested restricted stock at December 31, 2020	175	$	60.53
Restricted stock granted	87	$	65.23
Restricted stock vested	(64)	$	53.82
Restricted stock forfeited	(23)	$	63.88
Unvested restricted stock at December 31, 2021	175	$	64.90

Performance Units and Shares

Performance units were granted to certain executive officers during the years ended December 31, 2021, 2020 and 2019, while performance shares were granted prior to those years. Performance units or shares are subject to a three-year performance period, at the conclusion of which shares awarded are to be determined by the Company’s total shareholder return compared to the constituents of the MSCI US REIT Index and a defined peer group. 50% of the award is based upon the total shareholder return percentile rank versus the constituents in the MSCI US REIT index for the three-year performance period; and 50% of the award is based upon TSR percentile rank versus a specified net lease peer group for the three-year performance period. Vesting of the performance units and shares following their issuance will occur ratably over a three-year period, with the initial vesting occurring immediately following the conclusion of the performance period such that all units and shares vest within five years of the original award date.  

The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model and compensation expense is amortized on an attribution method over a five-year period. Compensation expense related to performance units or shares is determined at the grant date and is not adjusted throughout the measurement or vesting periods.

F-36

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

The Monte Carlo simulation pricing model for issued grants utilizes the following assumptions: (i) expected term (equal to the remaining performance measurement period at the grant date), (ii) volatility (based on historical volatility), and (iii) risk-free rate (interpolated based on 2-and 3- year rates). The Company used 0% for the forfeiture rate for determining the fair value of performance units and shares.

During the years ended December 31, 2021, 2020 and 2019 the following assumptions were used:

Year Ended December 31,	2021		2020		2019
Expected term (years)	2.9		2.9		2.9
Volatility	33.9	%	18.4	%	19.7	%
Risk-free rate	0.2	%	1.3	%	2.5	%

During the years ended December 31, 2021, 2020, and 2019, the Company recognized $1.2 million, $1.5 million and $0.9 million, respectively, of expense related to performance units and shares for which the three-year performance period has not yet been completed.  As of December 31, 2021, there was $3.0 million of total unrecognized compensation costs related to the outstanding performance units and shares for which the three-year performance period has not yet been completed, which is expected to be recognized over a weighted average period of 3.1 years.

During the year ended December 31, 2021, the Company recognized $0.2 million of compensation expense related to performance units and shares for which the three-year performance period was completed. As of December 31, 2021, there was $0.1 million of total unrecognized compensation costs related to performance units and shares for which the three-year performance period has been completed, which is expected to be recognized over a weighted average period of 1.4 years.

Performance share and unit activity is summarized as follows:

	Target Number	Weighted Average
	of Awards	Grant Date
	(in thousands)	Fair Value
Performance shares at December 31, 2018	31	$	55.29
Performance units granted	30	$	66.96
Performance units and shares at December 31, 2019	61	$	61.04
Performance units granted	26	$	90.17
Performance units and shares at December 31, 2020	87	$	69.61
Performance units granted	43	$	63.42
Performance units and shares at December 31, 2021 - three-year performance period completed	(31)	$	55.29
Performance units and shares forfeited	(21)	$	68.79
Performance units and shares at December 31, 2021 - three-year performance period to be completed	78	$	63.35

F-37

	8
Agree Realty Corporation	Notes to Consolidated Financial Statements
	December 31, 2021

	Shares	Weighted Average
	Outstanding	Grant Date
	(in thousands)	Fair Value
Performance shares - three-year performance period completed but not yet vested at December 31, 2020	0	$	0
Shares earned at completion of three-year performance period (1)	47	$	55.29
Shares vested	(16)	$	55.29
Shares forfeited	(4)	$	55.29
Performance shares - three-year performance period completed but not yet vested December 31, 2021	27	$	55.29
(1)Performance shares granted in 2018 for which the three-year performance period was completed in 2021 paid out at the 150% maximum performance level

Note 12 – Commitments and Contingencies

In the ordinary course of business, we are party to various legal actions which we believe are routine in nature and incidental to the operation of our business. We believe that the outcome of the proceedings will not have a material adverse effect upon our consolidated financial position or results of operations.

Note 13 – Subsequent Events

In connection with the preparation of its financial statements, the Company has evaluated events that occurred subsequent to December 31, 2021 through the date on which these financial statements were issued to determine whether any of these events required disclosure in the financial statements.

There were no reportable subsequent events or transactions.

F-38

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Real Estate Held for Investment
Borman Center, MI		0		550,000		562,404		1,087,596		550,000		1,650,000		2,200,000		1,650,000	1977	40 Years
Capital Plaza, KY		0		7,379		2,240,607		8,812,549		7,379		11,053,156		11,060,535		1,653,387	1978	40 Years
Grayling Plaza, MI		0		200,000		1,778,657		143,997		200,000		1,922,654		2,122,654		1,628,016	1984	40 Years
Omaha Store, NE		0		150,000		0		0		150,000		0		150,000		0	1995
Wichita Store, KS		0		1,039,195		1,690,644		451,090		1,139,677		2,041,252		3,180,929		1,012,398	1995	40 Years
Monroeville, PA		0		6,332,158		2,249,724		(2,079,178)		3,153,890		3,348,814		6,502,704		1,458,209	1996	40 Years
Boynton Beach, FL		0		1,534,942		2,043,122		3,717,733		1,534,942		5,760,855		7,295,797		1,746,509	1996	40 Years
Chesterfield Township, MI		0		1,350,590		1,757,830		(46,164)		1,350,590		1,711,666		3,062,256		1,006,186	1998	40 Years
Pontiac, MI		0		1,144,190		1,808,955		(89,989)		1,144,190		1,718,966		2,863,156		990,717	1998	40 Years
Mt Pleasant Shopping Ctr, MI		0		907,600		8,081,968		6,917,843		1,872,803		14,034,608		15,907,411		5,133,745	1998	40 Years
Rochester, MI		0		2,438,740		2,188,050		1,950		2,438,740		2,190,000		4,628,740		1,231,853	1999	40 Years
Ypsilanti, MI		0		2,050,000		2,222,097		(3,494,709)		777,388		0		777,388		0	1999
Petoskey, MI		0		0		2,332,473		2,010,689		2,005,410		2,337,752		4,343,162		1,263,972	2000	40 Years
Flint, MI		0		2,026,625		1,879,700		(2,906,325)		683,392		316,608		1,000,000		0	2000	40 Years
Flint, MI		0		1,477,680		2,241,293		24,320		1,477,680		2,265,613		3,743,293		1,169,670	2001	40 Years
New Baltimore, MI		0		1,250,000		2,285,781		(16,503)		1,250,000		2,269,278		3,519,278		1,156,089	2001	40 Years
Flint, MI		1,435,925		1,729,851		1,798,091		660		1,729,851		1,798,751		3,528,602		886,221	2002	40 Years
Indianapolis, IN		0		180,000		1,117,617		108,551		180,000		1,226,168		1,406,168		586,253	2002	40 Years
Flint, MI		0		0		471,272		(201,809)		0		269,463		269,463		166,120	2003	40 Years
Canton Twp, MI		0		1,550,000		2,132,096		23,021		1,550,000		2,155,117		3,705,117		974,240	2003	40 Years
Flint, MI		1,664,211		1,537,400		1,961,674		0		1,537,400		1,961,674		3,499,074		874,660	2004	40 Years
Albion, NY		0		1,900,000		3,037,864		0		1,900,000		3,037,864		4,937,864		1,300,591	2004	40 Years
Flint, MI		1,272,314		1,029,000		2,165,463		(6,666)		1,029,000		2,158,797		3,187,797		924,191	2004	40 Years
Lansing, MI		0		785,000		348,501		3,045		785,000		351,546		1,136,546		153,764	2004	40 Years
Boynton Beach, FL		0		1,569,000		2,363,524		3,943,404		1,569,000		6,306,928		7,875,928		2,065,248	2004	40 Years
Roseville, MI		0		1,771,000		2,327,052		395		1,771,000		2,327,447		4,098,447		938,160	2005	40 Years
Mt Pleasant, MI		0		1,075,000		1,432,390		4,787		1,075,000		1,437,177		2,512,177		577,850	2005	40 Years
N Cape May, NJ		0		1,075,000		1,430,092		495		1,075,000		1,430,587		2,505,587		575,211	2005	40 Years
Summit Twp, MI		0		998,460		1,336,357		12,686		998,460		1,349,043		2,347,503		515,506	2006	40 Years
Barnesville, GA		0		932,500		2,091,514		5,490		932,500		2,097,004		3,029,504		744,842	2007	40 Years
East Lansing, MI		0		240,000		54,531		(54,531)		240,000		0		240,000		0	2007
Macomb Township, MI		0		424,222		0		0		424,222		0		424,222		0	2008
Brighton, MI		0		1,365,000		2,802,036		5,615		1,365,000		2,807,651		4,172,651		900,710	2009	40 Years
Southfield, MI		1,483,000		1,200,000		125,616		2,063		1,200,000		127,679		1,327,679		38,961	2009	40 Years
Atchison, KS		0		943,750		3,021,672		0		823,170		3,142,252		3,965,422		901,889	2010	40 Years
Johnstown, OH		0		485,000		2,799,502		0		485,000		2,799,502		3,284,502		804,858	2010	40 Years
Lake in the Hills, IL		0		2,135,000		3,328,560		0		1,690,000		3,773,560		5,463,560		1,079,338	2010	40 Years

F-39

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Concord, NC		0		7,676,305		0		0		7,676,305		0		7,676,305		0	2010
Antioch, IL		0		1,087,884		0		0		1,087,884		0		1,087,884		0	2010
Mansfield, CT		0		700,000		1,902,191		508		700,000		1,902,699		2,602,699		529,186	2010	40 Years
Spring Grove, IL		2,313,000		1,191,199		0		968		1,192,167		0		1,192,167		0	2010
Tallahassee, FL		1,628,000		0		1,482,462		0		0		1,482,462		1,482,462		409,218	2010	40 Years
Wilmington, NC		2,186,000		1,500,000		1,348,591		0		1,500,000		1,348,591		2,848,591		365,245	2011	40 Years
Marietta, GA		900,000		575,000		696,297		6,359		575,000		702,656		1,277,656		184,370	2011	40 Years
Baltimore, MD		2,534,000		2,610,430		0		(3,447)		2,606,983		0		2,606,983		0	2011
Dallas, TX		1,844,000		701,320		778,905		1,042,730		701,320		1,821,635		2,522,955		463,521	2011	40 Years
Chandler, AZ		0		332,868		793,898		360		332,868		794,258		1,127,126		203,566	2011	40 Years
New Lenox, IL		0		1,422,488		0		0		1,422,488		0		1,422,488		0	2011
Roseville, CA		4,752,000		2,800,000		3,695,455		(96,364)		2,695,636		3,703,455		6,399,091		956,662	2011	40 Years
Fort Walton Beach, FL		1,768,000		542,200		1,958,790		88,778		542,200		2,047,568		2,589,768		509,625	2011	40 Years
Leawood, KS		0		989,622		3,003,541		16,197		989,622		3,019,738		4,009,360		754,932	2011	40 Years
Salt Lake City, UT		0		0		6,810,104		(44,416)		0		6,765,688		6,765,688		1,726,894	2011	40 Years
Burton, MI		0		80,000		0		0		80,000		0		80,000		0	2011
Macomb Township, MI		1,793,000		1,605,134		0		0		1,605,134		—		1,605,134		0	2012
Madison, AL		1,552,000		675,000		1,317,927		0		675,000		1,317,927		1,992,927		329,481	2012	40 Years
Walker, MI		887,000		219,200		1,024,738		0		219,200		1,024,738		1,243,938		249,780	2012	40 Years
Portland, OR		0		7,969,403		0		161		7,969,564		0		7,969,564		0	2012
Cochran, GA		0		365,714		2,053,726		0		365,714		2,053,726		2,419,440		487,761	2012	40 Years
Baton Rouge, LA		0		0		1,188,322		0		0		1,188,322		1,188,322		284,702	2012	40 Years
Southfield, MI		0		1,178,215		0		0		1,178,215		0		1,178,215		0	2012
Clifton Heights, PA		0		2,543,941		3,038,561		(3,105)		2,543,941		3,035,456		5,579,397		717,762	2012	40 Years
Newark, DE		0		2,117,547		4,777,516		(4,881)		2,117,547		4,772,635		6,890,182		1,128,593	2012	40 Years
Vineland, NJ		0		4,102,710		1,501,854		7,986		4,102,710		1,509,840		5,612,550		357,018	2012	40 Years
Fort Mill, SC		0		750,000		1,187,380		0		750,000		1,187,380		1,937,380		279,528	2012	40 Years
Spartanburg, SC		0		250,000		765,714		4,387		250,000		770,101		1,020,101		181,440	2012	40 Years
Springfield, IL		0		302,520		653,654		49,741		302,520		703,395		1,005,915		159,815	2012	40 Years
Jacksonville, NC		0		676,930		1,482,748		(150,000)		676,930		1,332,748		2,009,678		338,474	2012	40 Years
Morrow, GA		0		525,000		1,383,489		(99,849)		525,000		1,283,640		1,808,640		297,467	2012	40 Years
Charlotte, NC		0		1,822,900		3,531,275		(570,844)		1,822,900		2,960,431		4,783,331		680,771	2012	40 Years
Lyons, GA		0		121,627		2,155,635		(103,392)		121,627		2,052,243		2,173,870		465,296	2012	40 Years
Fuquay-Varina, NC		0		2,042,225		1,763,768		(255,778)		2,042,225		1,507,990		3,550,215		342,972	2012	40 Years
Minneapolis, MN		0		1,088,015		345,958		71,142		826,635		678,480		1,505,115		16,962	2012	40 Years
Lake Zurich, IL		0		780,974		7,909,277		46,509		780,974		7,955,786		8,736,760		1,796,915	2012	40 Years
Harlingen, TX		0		430,000		1,614,378		12,854		430,000		1,627,232		2,057,232		366,125	2012	40 Years

F-40

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Pensacola, FL		0		650,000		1,165,415		23,957		650,000		1,189,372		1,839,372		265,733	2012	40 Years
Venice, FL		0		1,300,196		0		4,892		1,305,088		0		1,305,088		0	2012
St. Joseph, MO		0		377,620		7,639,521		0		377,620		7,639,521		8,017,141		1,702,976	2013	40 Years
Statham, GA		0		191,919		3,851,073		0		191,919		3,851,073		4,042,992		858,467	2013	40 Years
North Las Vegas, NV		0		214,552		717,435		28,999		214,552		746,434		960,986		163,530	2013	40 Years
Memphis, TN		0		322,520		748,890		0		322,520		748,890		1,071,410		165,383	2013	40 Years
Rancho Cordova, CA		0		1,339,612		0		0		1,339,612		0		1,339,612		0	2013
Kissimmee, FL		0		1,453,500		971,683		0		1,453,500		971,683		2,425,183		212,556	2013	40 Years
Pinellas Park, FL		0		2,625,000		874,542		4,163		2,625,000		878,705		3,503,705		188,484	2013	40 Years
Manchester, CT		0		397,800		325,705		0		397,800		325,705		723,505		70,571	2013	40 Years
Rapid City, SD		0		1,017,800		2,348,032		1,379		1,017,800		2,349,411		3,367,211		506,500	2013	40 Years
Chicago, IL		0		272,222		649,063		71,009		272,222		720,072		992,294		141,276	2013	40 Years
Brooklyn, OH		0		3,643,700		15,079,714		953,195		3,643,700		16,032,909		19,676,609		3,299,854	2013	40 Years
Madisonville, TX		0		96,680		1,087,642		18,200		96,680		1,105,842		1,202,522		234,610	2013	40 Years
Forest, MS		0		0		1,298,176		99,848		0		1,398,024		1,398,024		282,660	2013	40 Years
Sun Valley, NV		0		308,495		1,373,336		(51,008)		253,495		1,377,328		1,630,823		286,873	2013	40 Years
Rochester, NY		0		2,500,000		7,398,639		2,017		2,500,000		7,400,656		9,900,656		1,533,986	2013	40 Years
Allentown, PA		0		2,525,051		7,896,613		672,368		2,525,051		8,568,981		11,094,032		1,725,571	2013	40 Years
Casselberry, FL		0		1,804,000		793,101		(2,906)		1,804,000		790,195		2,594,195		166,700	2013	40 Years
Berwyn, IL		0		186,791		933,959		62,585		186,791		996,544		1,183,335		192,594	2013	40 Years
Grand Forks, ND		0		1,502,609		2,301,337		1,801,028		1,502,609		4,102,365		5,604,974		830,062	2013	40 Years
Ann Arbor, MI		0		3,000,000		4,595,757		277,040		3,000,000		4,872,797		7,872,797		984,087	2013	40 Years
Joplin, MO		0		1,208,225		1,160,843		0		1,208,225		1,160,843		2,369,068		237,004	2013	40 Years
Red Bay, AL		0		38,981		2,528,437		3,856		38,981		2,532,293		2,571,274		453,688	2014	40 Years
Birmingham, AL		0		230,106		231,313		(297)		230,106		231,016		461,122		40,910	2014	40 Years
Birmingham, AL		0		245,234		251,339		(324)		245,234		251,015		496,249		44,452	2014	40 Years
Birmingham, AL		0		98,271		179,824		0		98,271		179,824		278,095		31,844	2014	40 Years
Birmingham, AL		0		235,641		127,477		(313)		235,641		127,164		362,805		22,520	2014	40 Years
Montgomery, AL		0		325,389		217,850		0		325,389		217,850		543,239		38,578	2014	40 Years
Littleton, CO		4,622,391		819,000		8,756,266		(3,879,591)		819,000		4,876,675		5,695,675		1,462,670	2014	40 Years
St Petersburg, FL		0		1,225,000		1,025,247		6,592		1,225,000		1,031,839		2,256,839		199,641	2014	40 Years
St Augustine, FL		0		200,000		1,523,230		0		200,000		1,523,230		1,723,230		276,085	2014	40 Years
East Palatka, FL		0		730,000		575,236		6,911		730,000		582,147		1,312,147		105,473	2014	40 Years
Pensacola, FL		0		136,365		398,773		0		136,365		398,773		535,138		70,616	2014	40 Years
Fort Oglethorpe, GA		0		1,842,240		2,844,126		20,442		1,842,240		2,864,568		4,706,808		567,219	2014	40 Years
New Lenox, IL		0		2,010,000		6,206,252		107,873		2,010,000		6,314,125		8,324,125		1,134,427	2014	40 Years
Rockford, IL		0		303,395		2,436,873		(15,000)		303,395		2,421,873		2,725,268		440,465	2014	40 Years

F-41

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Terre Haute, IN		0		103,147		2,477,263		32,376		103,147		2,509,639		2,612,786		437,889	2014	40 Years
Junction City, KS		0		78,271		2,504,294		(30,565)		78,271		2,473,729		2,552,000		438,235	2014	40 Years
Baton Rouge, LA		0		226,919		347,691		0		226,919		347,691		574,610		61,570	2014	40 Years
Lincoln Park, MI		0		543,303		1,408,544		78,362		543,303		1,486,906		2,030,209		288,629	2014	40 Years
Novi, MI		0		1,803,857		1,488,505		22,490		1,803,857		1,510,995		3,314,852		264,389	2014	40 Years
Bloomfield Hills, MI		0		1,340,000		2,003,406		391,480		1,341,900		2,392,986		3,734,886		475,915	2014	40 Years
Jackson, MS		0		256,789		172,184		0		256,789		172,184		428,973		30,491	2014	40 Years
Irvington, NJ		0		315,000		1,313,025		0		315,000		1,313,025		1,628,025		254,397	2014	40 Years
Toledo, OH		0		500,000		1,372,363		(12)		500,000		1,372,351		1,872,351		265,892	2014	40 Years
Toledo, OH		0		213,750		754,675		0		213,750		754,675		968,425		139,929	2014	40 Years
Toledo, OH		0		168,750		785,000		16,477		168,750		801,477		970,227		148,436	2014	40 Years
Mansfield, OH		0		306,000		725,600		0		306,000		725,600		1,031,600		134,538	2014	40 Years
Orville, OH		0		344,250		716,600		0		344,250		716,600		1,060,850		132,869	2014	40 Years
Calcutta, OH		0		208,050		758,750		1,462		208,050		760,212		968,262		140,883	2014	40 Years
Columbus, OH		0		0		1,136,250		1,593,792		1,590,997		1,139,045		2,730,042		208,593	2014	40 Years
Tulsa, OK		0		459,148		640,550		(13,336)		459,148		627,214		1,086,362		123,220	2014	40 Years
Ligonier, PA		0		330,000		5,021,849		(9,500)		330,000		5,012,349		5,342,349		929,870	2014	40 Years
Limerick, PA		0		369,000		0		0		369,000		—		369,000		—	2014
Harrisburg, PA		0		124,757		1,446,773		11,175		124,757		1,457,948		1,582,705		255,059	2014	40 Years
Anderson, SC		0		781,200		4,441,535		261,624		775,732		4,708,627		5,484,359		933,177	2014	40 Years
Easley, SC		0		332,275		268,612		0		332,275		268,612		600,887		47,567	2014	40 Years
Spartanburg, SC		0		141,307		446,706		0		141,307		446,706		588,013		79,105	2014	40 Years
Spartanburg, SC		0		94,770		261,640		0		94,770		261,640		356,410		46,332	2014	40 Years
Columbia, SC		0		303,932		1,221,964		(13,830)		303,932		1,208,134		1,512,066		214,540	2014	40 Years
Alcoa, TN		0		329,074		270,719		0		329,074		270,719		599,793		47,940	2014	40 Years
Knoxville, TN		0		214,077		286,037		0		214,077		286,037		500,114		50,653	2014	40 Years
Red Bank, TN		0		229,100		302,146		0		229,100		302,146		531,246		53,504	2014	40 Years
New Tazewell, TN		0		91,006		328,561		5,074		91,006		333,635		424,641		58,378	2014	40 Years
Maryville, TN		0		94,682		1,529,621		57,945		94,682		1,587,566		1,682,248		274,132	2014	40 Years
Morristown, TN		0		46,404		801,506		4,990		46,404		806,496		852,900		141,128	2014	40 Years
Clinton, TN		0		69,625		1,177,927		11,564		69,625		1,189,491		1,259,116		208,150	2014	40 Years
Knoxville, TN		0		160,057		2,265,025		226,291		160,057		2,491,316		2,651,373		427,067	2014	40 Years
Sweetwater, TN		0		79,100		1,009,290		6,740		79,100		1,016,030		1,095,130		177,793	2014	40 Years
McKinney, TX		0		2,671,020		6,785,815		100,331		2,671,020		6,886,146		9,557,166		1,295,707	2014	40 Years
Forest, VA		0		282,600		956,027		0		282,600		956,027		1,238,627		179,254	2014	40 Years
Colonial Heights, VA		0		547,692		1,059,557		(5,963)		547,692		1,053,594		1,601,286		186,577	2014	40 Years
Glen Allen, VA		0		590,101		1,129,495		(6,867)		590,101		1,122,628		1,712,729		198,802	2014	40 Years

F-42

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Burlington, WA		0		610,000		3,647,279		(4,602)		610,000		3,642,677		4,252,677		646,446	2014	40 Years
Wausau, WI		0		909,092		1,405,899		79,841		909,092		1,485,740		2,394,832		273,694	2014	40 Years
Foley AL		0		305,332		506,203		9,380		305,332		515,583		820,915		89,943	2015	40 Years
Sulligent, AL		0		58,803		1,085,906		(432,709)		58,803		653,197		712,000		158,128	2015	40 Years
Eutaw, AL		0		103,746		1,212,006		(377,526)		103,746		834,480		938,226		183,273	2015	40 Years
Tallassee, AL		0		154,437		850,448		11,125		154,437		861,573		1,016,010		144,770	2015	40 Years
Orange Park, AL		0		649,652		1,775,000		9,664		649,652		1,784,664		2,434,316		281,203	2015	40 Years
Pace, FL		0		37,860		524,400		6,970		37,860		531,370		569,230		91,506	2015	40 Years
Pensacola, FL		0		309,607		775,084		(25)		309,607		775,059		1,084,666		133,831	2015	40 Years
Freeport, FL		0		312,615		1,277,386		0		312,615		1,277,386		1,590,001		207,575	2015	40 Years
Glenwood, GA		0		29,489		1,027,370		(416,000)		29,489		611,370		640,859		144,723	2015	40 Years
Albany, GA		0		47,955		641,123		0		47,955		641,123		689,078		108,109	2015	40 Years
Belvidere, IL		0		184,136		644,492		0		184,136		644,492		828,628		108,645	2015	40 Years
Peru, IL		0		380,254		2,125,498		0		380,254		2,125,498		2,505,752		332,109	2015	40 Years
Davenport, IA		0		776,366		6,623,542		(117,790)		776,366		6,505,752		7,282,118		1,069,899	2015	40 Years
Buffalo Center, IA		0		159,353		700,460		0		159,353		700,460		859,813		112,366	2015	40 Years
Sheffield, IA		0		131,794		729,543		0		131,794		729,543		861,337		117,031	2015	40 Years
Lenexa, KS		0		303,175		2,186,864		0		303,175		2,186,864		2,490,039		328,030	2015	40 Years
Tompkinsville , KY		0		70,252		1,132,033		(164,520)		70,252		967,513		1,037,765		183,285	2015	40 Years
Hazard, KY		0		8,392,841		13,731,648		(16,857)		8,375,591		13,732,041		22,107,632		2,059,802	2015	40 Years
Portland, MA		0		0		3,831,860		3,172		0		3,835,032		3,835,032		623,153	2015	40 Years
Flint, MI		0		120,078		2,561,015		20,490		120,078		2,581,505		2,701,583		387,226	2015	40 Years
Hutchinson, MN		0		67,914		720,799		0		67,914		720,799		788,713		115,628	2015	40 Years
Lowry City, MO		0		103,202		614,065		0		103,202		614,065		717,267		99,785	2015	40 Years
Branson, MO		0		564,066		940,585		175		564,066		940,760		1,504,826		145,033	2015	40 Years
Branson, MO		0		721,135		717,081		940		721,135		718,021		1,439,156		110,687	2015	40 Years
Enfield, NH		0		93,628		1,295,320		52,741		93,628		1,348,061		1,441,689		229,235	2015	40 Years
Marietta, OH		0		319,157		1,225,026		0		319,157		1,225,026		1,544,183		206,665	2015	40 Years
Franklin, OH		0		264,153		1,191,777		0		264,153		1,191,777		1,455,930		196,147	2015	40 Years
Elyria, OH		0		82,023		910,404		0		82,023		910,404		992,427		147,941	2015	40 Years
Elyria, OH		0		126,641		695,072		0		126,641		695,072		821,713		112,949	2015	40 Years
Bedford Heights, OH		0		226,920		959,528		(26,197)		226,920		933,331		1,160,251		157,574	2015	40 Years
Newburgh Heights, OH		0		224,040		959,099		0		224,040		959,099		1,183,139		153,855	2015	40 Years
Warrensville Heights, OH		0		186,209		920,496		4,900		186,209		925,396		1,111,605		150,154	2015	40 Years
Heath, OH		0		325,381		757,994		135		325,381		758,129		1,083,510		116,878	2015	40 Years
Lima, OH		0		335,386		592,154		2,833		335,386		594,987		930,373		89,248	2015	40 Years
Elk City, OK		0		45,212		1,242,220		0		45,212		1,242,220		1,287,432		204,448	2015	40 Years

F-43

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Salem, OR		0		1,450,000		2,951,167		1,346,640		1,450,000		4,297,807		5,747,807		644,677	2015	40 Years
Westfield, PA		0		47,346		1,117,723		10,973		47,346		1,128,696		1,176,042		194,270	2015	40 Years
Altoona, PA		0		555,903		9,489,791		1,017		555,903		9,490,808		10,046,711		1,482,924	2015	40 Years
Grindstone, PA		0		288,246		500,379		10,151		288,246		510,530		798,776		76,530	2015	40 Years
Liberty, SC		0		27,929		1,222,856		90		27,929		1,222,946		1,250,875		206,284	2015	40 Years
Blacksburg, SC		0		27,547		1,468,101		0		27,547		1,468,101		1,495,648		244,684	2015	40 Years
Easley, SC		0		51,325		1,187,506		0		51,325		1,187,506		1,238,831		195,444	2015	40 Years
Fountain Inn, SC		0		107,633		1,076,633		0		107,633		1,076,633		1,184,266		177,196	2015	40 Years
Walterboro, SC		0		21,414		1,156,820		0		21,414		1,156,820		1,178,234		190,393	2015	40 Years
Jackson, TN		0		277,000		495,103		80,423		277,000		575,526		852,526		75,815	2015	40 Years
Brenham, TX		0		355,486		17,280,895		581		355,486		17,281,476		17,636,962		2,880,207	2015	40 Years
Corpus Christi, TX		0		316,916		2,140,056		0		316,916		2,140,056		2,456,972		338,842	2015	40 Years
Harlingen, TX		0		126,102		869,779		0		126,102		869,779		995,881		137,715	2015	40 Years
Midland, TX		0		194,174		5,005,720		2,000		194,174		5,007,720		5,201,894		782,431	2015	40 Years
Rockwall, TX		0		578,225		1,768,930		210		578,225		1,769,140		2,347,365		265,367	2015	40 Years
Princeton, WV		0		111,653		1,029,090		0		111,653		1,029,090		1,140,743		173,597	2015	40 Years
Martinsburg, WV		0		620,892		943,163		0		620,892		943,163		1,564,055		141,474	2015	40 Years
Grand Chute, WI		0		2,766,417		7,084,942		342,188		2,766,417		7,427,130		10,193,547		1,210,229	2015	40 Years
New Richmond, WI		0		71,969		648,850		0		71,969		648,850		720,819		105,438	2015	40 Years
Baraboo, WI		0		142,563		653,176		0		142,563		653,176		795,739		104,780	2015	40 Years
Decatur, AL		0		337,738		510,706		0		337,738		510,706		848,444		65,966	2016	40 Years
Greenville, AL		0		203,722		905,780		9,911		203,722		915,691		1,119,413		114,418	2016	40 Years
Bullhead City, AZ		0		177,500		1,364,406		0		177,500		1,364,406		1,541,906		196,121	2016	40 Years
Page, AZ		0		256,982		1,299,283		0		256,982		1,299,283		1,556,265		186,772	2016	40 Years
Safford, AZ		0		349,269		1,196,307		676		349,269		1,196,983		1,546,252		161,883	2016	40 Years
Tucson, AZ		0		3,208,580		4,410,679		0		3,208,580		4,410,679		7,619,259		606,468	2016	40 Years
Bentonville, AR		0		610,926		897,562		170		610,926		897,732		1,508,658		129,074	2016	40 Years
Sunnyvale, CA		0		7,351,903		4,638,432		194		7,351,903		4,638,626		11,990,529		647,327	2016	40 Years
Whittier, CA		0		4,237,918		7,343,869		0		4,237,918		7,343,869		11,581,787		1,025,082	2016	40 Years
Aurora, CO	��	0		847,349		834,301		7,770		847,349		842,071		1,689,420		104,806	2016	40 Years
Aurora, CO		0		1,132,676		5,716,367		247,122		1,132,676		5,963,489		7,096,165		731,887	2016	40 Years
Evergreen, CO		0		1,998,860		3,827,245		0		1,998,860		3,827,245		5,826,105		534,220	2016	40 Years
Lakeland, FL		0		61,000		1,227,037		0		61,000		1,227,037		1,288,037		158,492	2016	40 Years
Mt Dora, FL		0		1,678,671		3,691,615		340,000		1,678,671		4,031,615		5,710,286		550,705	2016	40 Years
North Miami Beach, FL		0		1,622,742		512,717		11,240		1,622,742		523,957		2,146,699		65,417	2016	40 Years
Orlando, FL		0		903,411		1,627,159		(24,843)		903,411		1,602,316		2,505,727		213,560	2016	40 Years
Port Orange, FL		0		1,493,863		3,114,697		237,695		1,493,863		3,352,392		4,846,255		442,683	2016	40 Years

F-44

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A		COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																			Life on
																			Which
																			Depreciation in
																			Latest
	���							Costs		Gross Amount at Which Carried at									Income
				Initial Cost				Capitalized				Close of Period							Statement is
						Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description		Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Royal Palm Beach, FL			0		2,052,463		956,768		20,576		2,052,463		977,344		3,029,807		132,264	2016	40 Years
Sarasota, FL			0		1,769,175		3,587,992		139,891		1,769,175		3,727,883		5,497,058		524,139	2016	40 Years
Venice, FL			0		281,936		1,291,748		676		281,936		1,292,424		1,574,360		172,153	2016	40 Years
Vero Beach, FL			0		4,469,033		—		0		4,469,033		—		4,469,033		—	2016
Dalton, GA			0		211,362		220,927		0		211,362		220,927		432,289		30,359	2016	40 Years
Crystal Lake, IL			0		2,446,521		7,012,819		69,827		2,446,521		7,082,646		9,529,167		894,312	2016	40 Years
Glenwood, IL			0		815,483		970,108		0		815,483		970,108		1,785,591		125,306	2016	40 Years
Morris, IL			0		1,206,749		2,062,495		0		1,206,749		2,062,495		3,269,244		287,890	2016	40 Years
Bicknell, IN			0		215,037		2,381,471		0		215,037		2,381,471		2,596,508		317,440	2016	40 Years
Fort Wayne, IN			0		711,430		1,258,357		(10,000)		711,430		1,248,357		1,959,787		184,653	2016	40 Years
Indianapolis, IN			0		734,434		970,175		(2,700)		734,434		967,475		1,701,909		139,234	2016	40 Years
Des Moines, IA			0		322,797		1,374,153		0		322,797		1,374,153		1,696,950		191,809	2016	40 Years
Frankfort, KY			0		—		514,277		0		514,277		—		514,277		—	2016
DeRidder, LA			0		814,891		2,156,542		480		814,891		2,157,022		2,971,913		296,607	2016	40 Years
Lake Charles, LA			0		1,308,418		4,235,719		5,761		1,308,418		4,241,480		5,549,898		538,902	2016	40 Years
Shreveport, LA			0		891,872		2,058,257		0		891,872		2,058,257		2,950,129		283,020	2016	40 Years
Marshall, MI			0		339,813		—		0		339,813		—		339,813		—	2016
Mt Pleasant, MI			0		—		511,282		(254)		511,028		—		511,028		—	2016
Norton Shores, MI			0		495,605		667,982		42,874		495,605		710,856		1,206,461		90,762	2016	40 Years
Portage, MI			0		262,181		1,102,990		0		262,181		1,102,990		1,365,171		149,363	2016	40 Years
Stephenson, MI			0		223,152		1,044,947		270		223,152		1,045,217		1,268,369		130,650	2016	40 Years
Sterling, MI			0		127,844		905,607		25,464		127,844		931,071		1,058,915		120,077	2016	40 Years
Eagle Bend, MN			0		96,558		1,165,437		0		96,558		1,165,437		1,261,995		152,914	2016	40 Years
Brandon, MS			0		428,464		969,346		0		428,464		969,346		1,397,810		137,324	2016	40 Years
Clinton, MS			0		370,264		1,057,143		0		370,264		1,057,143		1,427,407		149,762	2016	40 Years
Columbus, MS			0		1,103,458		2,128,089		(2,105)		1,103,458		2,125,984		3,229,442		311,696	2016	40 Years
Holly Springs, MS			0		413,316		952,574		0		413,316		952,574		1,365,890		130,870	2016	40 Years
Jackson, MS			0		242,796		963,188		0		242,796		963,188		1,205,984		136,452	2016	40 Years
Jackson, MS			0		732,944		2,862,813		33,902		732,944		2,896,715		3,629,659		379,551	2016	40 Years
Meridian, MS			0		396,329		1,152,729		0		396,329		1,152,729		1,549,058		163,284	2016	40 Years
Pearl, MS			0		299,839		616,351		7,355		299,839		623,706		923,545		77,913	2016	40 Years
Ridgeland, MS			0		407,041		864,498		0		407,041		864,498		1,271,539		122,471	2016	40 Years
Bowling Green, MO			0		360,201		2,809,170		5,000		360,201		2,814,170		3,174,371		368,728	2016	40 Years
St Robert, MO			0		394,859		1,305,366		24,333		394,859		1,329,699		1,724,558		167,132	2016	40 Years
Beatty, NV			0		198,928		1,265,084		8,051		198,928		1,273,135		1,472,063		166,991	2016	40 Years
Alamogordo, NM			0		654,965		2,716,166		4,436		654,965		2,720,602		3,375,567		357,410	2016	40 Years
Alamogordo, NM			0		524,763		941,615		7,522		524,763		949,137		1,473,900		120,580	2016	40 Years

F-45

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Alcalde, NM		0		435,486		836,499		0		435,486		836,499		1,271,985		104,562	2016	40 Years
Cimarron, NM		0		345,693		1,236,437		7,613		345,693		1,244,050		1,589,743		158,058	2016	40 Years
La Luz, NM		0		487,401		835,455		0		487,401		835,455		1,322,856		106,172	2016	40 Years
Fayetteville, NC		0		1,267,529		2,527,462		16,897		1,267,529		2,544,359		3,811,888		323,179	2016	40 Years
Gastonia, NC		0		401,119		979,803		1,631		401,119		981,434		1,382,553		124,724	2016	40 Years
Devils Lake, ND		0		323,508		1,133,773		955		323,508		1,134,728		1,458,236		150,895	2016	40 Years
Cambridge, OH		0		168,717		1,113,232		0		168,717		1,113,232		1,281,949		162,346	2016	40 Years
Columbus, OH		0		1,109,044		1,291,313		0		1,109,044		1,291,313		2,400,357		177,488	2016	40 Years
Grove City, OH		0		334,032		176,274		0		334,032		176,274		510,306		24,222	2016	40 Years
Lorain, OH		0		808,162		1,390,481		10,000		808,162		1,400,481		2,208,643		202,548	2016	40 Years
Reynoldsburg, OH		0		843,336		1,197,966		0		843,336		1,197,966		2,041,302		164,667	2016	40 Years
Springfield, OH		0		982,451		3,957,512		7,191		982,451		3,964,703		4,947,154		576,567	2016	40 Years
Ardmore, OK		0		571,993		1,590,151		0		571,993		1,590,151		2,162,144		221,960	2016	40 Years
Dillon, SC		0		85,896		1,697,160		0		85,896		1,697,160		1,783,056		251,038	2016	40 Years
Jasper, TN		0		190,582		966,125		6,888		190,582		973,013		1,163,595		121,603	2016	40 Years
Carthage, TX		0		597,995		1,965,290		14,204		597,995		1,979,494		2,577,489		270,234	2016	40 Years
Cedar Park, TX		0		1,386,802		4,656,229		756,188		1,410,827		5,388,392		6,799,219		749,866	2016	40 Years
Granbury, TX		0		944,223		2,362,540		0		944,223		2,362,540		3,306,763		324,857	2016	40 Years
Hemphill, TX		0		250,503		1,955,918		11,886		250,503		1,967,804		2,218,307		257,896	2016	40 Years
Lampasas, TX		0		245,312		1,063,701		37,258		245,312		1,100,959		1,346,271		150,572	2016	40 Years
Lubbock, TX		0		1,501,556		2,341,031		0		1,501,556		2,341,031		3,842,587		321,902	2016	40 Years
Odessa, TX		0		921,043		2,434,384		5,615		921,043		2,439,999		3,361,042		335,310	2016	40 Years
Port Arthur, TX		0		1,889,732		8,121,417		93,857		1,889,732		8,215,274		10,105,006		1,090,714	2016	40 Years
Provo, UT		0		1,692,785		5,874,584		43,650		1,692,785		5,918,234		7,611,019		807,093	2016	40 Years
Tappahannock, VA		0		1,076,745		14,904		0		1,076,745		14,904		1,091,649		2,022	2016	40 Years
Manitowoc, WI		0		879,237		4,467,960		0		879,237		4,467,960		5,347,197		595,578	2016	40 Years
Oak Creek, WI		0		487,277		3,082,180		139,675		487,277		3,221,855		3,709,132		469,187	2016	40 Years
Oxford, AL		0		148,407		641,820		0		148,407		641,820		790,227		74,851	2017	40 Years
Oxford, AL		0		255,786		7,273,871		81,627		255,786		7,355,498		7,611,284		854,163	2017	40 Years
Oxford, AL		0		24,875		600,936		(16,074)		24,875		584,862		609,737		69,506	2017	40 Years
Jonesboro, AR		0		3,656,554		3,219,456		11,058		3,656,554		3,230,514		6,887,068		341,777	2017	40 Years
Lowell, AR		0		949,519		1,435,056		10,229		949,519		1,445,285		2,394,804		144,465	2017	40 Years
Southington, CT		0		1,088,181		1,287,837		185,818		1,088,181		1,473,655		2,561,836		142,003	2017	40 Years
Millsboro, DE		0		3,501,109		0		(20,531)		3,480,578		0		3,480,578		0	2017
Jacksonville, FL		0		2,298,885		2,894,565		29,661		2,298,885		2,924,226		5,223,111		298,406	2017	40 Years
Orange Park, FL		0		214,858		2,304,095		0		214,858		2,304,095		2,518,953		259,184	2017	40 Years
Port Richey, FL		0		1,140,182		1,649,773		0		1,140,182		1,649,773		2,789,955		185,588	2017	40 Years

F-46

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Americus, GA		0		1,318,463		—		0		1,318,463		—		1,318,463		—	2017
Brunswick, GA		0		1,279,688		2,158,863		205		1,279,688		2,159,068		3,438,756		256,229	2017	40 Years
Brunswick, GA		0		126,335		1,626,530		0		126,335		1,626,530		1,752,865		166,042	2017	40 Years
Buford, GA		0		341,860		1,023,813		0		341,860		1,023,813		1,365,673		115,147	2017	40 Years
Carrollton, GA		0		597,465		886,644		0		597,465		886,644		1,484,109		97,816	2017	40 Years
Decatur, GA		0		558,859		1,429,106		0		558,859		1,429,106		1,987,965		145,888	2017	40 Years
Metter, GA		0		256,743		766,818		0		256,743		766,818		1,023,561		84,625	2017	40 Years
Villa Rica, GA		0		410,936		1,311,444		0		410,936		1,311,444		1,722,380		150,243	2017	40 Years
Chicago, IL		0		2,899,155		9,822,986		0		2,899,155		9,822,986		12,722,141		1,166,401	2017	40 Years
Chicago, IL		0		2,081,151		5,197,315		0		2,081,151		5,197,315		7,278,466		616,821	2017	40 Years
Galesburg, IL		0		214,280		979,108		0		214,280		979,108		1,193,388		110,131	2017	40 Years
Mundelein, IL		0		1,238,743		—		0		1,238,743		—		1,238,743		—	2017
Mundelein, IL		0		1,743,222		—		0		1,743,222		—		1,743,222		—	2017
Mundelein, IL		0		1,803,068		—		0		1,803,068		—		1,803,068		—	2017
Springfield, IL		0		574,805		1,554,786		9,660		574,805		1,564,446		2,139,251		155,781	2017	40 Years
Woodstock, IL		0		683,419		1,002,207		284		683,419		1,002,491		1,685,910		102,335	2017	40 Years
Frankfort, IN		0		50,458		2,008,275		0		50,458		2,008,275		2,058,733		234,299	2017	40 Years
Kokomo, IN		0		95,196		1,484,778		(30,615)		95,196		1,454,163		1,549,359		150,232	2017	40 Years
Nashville, IN		0		484,117		2,458,215		0		484,117		2,458,215		2,942,332		276,311	2017	40 Years
Roeland Park, KS		0		7,829,806		—		(1,247,898)		6,581,908		—		6,581,908		—	2017
Georgetown, KY		0		1,996,456		6,315,768		928		1,996,456		6,316,696		8,313,152		717,658	2017	40 Years
Hopkinsville, KY		0		413,269		996,619		0		413,269		996,619		1,409,888		112,095	2017	40 Years
Salyersville, KY		0		289,663		906,455		596		289,663		907,051		1,196,714		103,846	2017	40 Years
Amite, LA		0		601,238		1,695,242		0		601,238		1,695,242		2,296,480		194,198	2017	40 Years
Bossier City, LA		0		797,899		2,925,864		146		797,899		2,926,010		3,723,909		298,694	2017	40 Years
Kenner, LA		0		323,188		859,298		0		323,188		859,298		1,182,486		91,160	2017	40 Years
Mandeville, LA		0		834,891		1,294,812		(795)		834,891		1,294,017		2,128,908		137,514	2017	40 Years
New Orleans, LA		0		—		6,846,313		0		—		6,846,313		6,846,313		770,170	2017	40 Years
Baltimore, MD		0		782,819		745,092		7,968		782,819		753,060		1,535,879		77,611	2017	40 Years
Canton, MI		0		3,655,296		—		14,162,109		7,345,761		10,471,644		17,817,405		1,007,630	2017	40 Years
Grand Rapids, MI		0		7,015,035		—		2,635,983		1,750,000		7,901,018		9,651,018		691,339	2017	40 Years
Bloomington, MN		0		1,491,302		—		619		1,491,921		—		1,491,921		—	2017
Monticello, MN		0		449,025		979,816		9,368		449,025		989,184		1,438,209		121,164	2017	40 Years
Mountain Iron, MN		0		177,918		1,139,849		0		177,918		1,139,849		1,317,767		128,216	2017	40 Years
Gulfport, MS		0		671,824		1,176,505		0		671,824		1,176,505		1,848,329		134,790	2017	40 Years
Jackson, MS		0		802,230		1,434,997		0		802,230		1,434,997		2,237,227		164,404	2017	40 Years
McComb, MS		0		67,026		685,426		0		67,026		685,426		752,452		77,065	2017	40 Years

F-47

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Kansas City, MO		0		1,390,880		1,588,573		0		1,390,880		1,588,573		2,979,453		197,896	2017	40 Years
Springfield, MO		0		616,344		2,448,360		13,285		616,344		2,461,645		3,077,989		246,081	2017	40 Years
St. Charles, MO		0		736,242		2,122,426		282,034		736,242		2,404,460		3,140,702		287,399	2017	40 Years
St. Peters, MO		0		1,364,670		0		0		1,364,670		0		1,364,670		0	2017
Boulder City, NV		0		566,639		993,399		0		566,639		993,399		1,560,038		111,681	2017	40 Years
Egg Harbor, NJ		0		520,510		1,087,374		0		520,510		1,087,374		1,607,884		129,103	2017	40 Years
Secaucus, NJ		0		19,915,781		17,306,541		84,023		19,915,781		17,390,564		37,306,345		1,738,227	2017	40 Years
Sewell, NJ		0		1,809,771		6,892,134		0		1,809,771		6,892,134		8,701,905		775,358	2017	40 Years
Santa Fe, NM		0		1,072,340		4,013,237		606		1,072,340		4,013,843		5,086,183		501,638	2017	40 Years
Statesville, NC		0		287,467		867,849		0		287,467		867,849		1,155,316		104,861	2017	40 Years
Jacksonville, NC		0		308,321		875,652		31,340		308,321		906,992		1,215,313		104,526	2017	40 Years
Minot, ND		0		928,796		1,619,726		0		928,796		1,619,726		2,548,522		185,535	2017	40 Years
Grandview Heights, OH		0		1,276,870		8,557,690		(20,518)		1,276,870		8,537,172		9,814,042		979,556	2017	40 Years
Hillard, OH		0		1,001,228		0		0		1,001,228		0		1,001,228		0	2017
Edmond, OK		0		1,063,243		3,816,155		9,878		1,063,243		3,826,033		4,889,276		397,845	2017	40 Years
Oklahoma City, OK		0		868,648		1,820,174		7,835		868,648		1,828,009		2,696,657		198,242	2017	40 Years
Erie, PA		0		425,267		1,284,883		0		425,267		1,284,883		1,710,150		139,063	2017	40 Years
Pittsburgh, PA		0		692,454		2,509,358		0		692,454		2,509,358		3,201,812		282,126	2017	40 Years
Sumter, SC		0		132,204		1,095,478		0		132,204		1,095,478		1,227,682		125,497	2017	40 Years
Chattanooga, TN		0		2,089,237		3,595,808		195		2,089,237		3,596,003		5,685,240		367,089	2017	40 Years
Etowah, TN		0		74,057		862,436		16,053		74,057		878,489		952,546		105,089	2017	40 Years
Memphis, TN		0		1,661,764		3,874,356		(250)		1,661,764		3,874,106		5,535,870		468,075	2017	40 Years
Alamo, TX		0		104,878		821,355		13,274		104,878		834,629		939,507		83,380	2017	40 Years
Andrews, TX		0		172,373		817,252		(292)		172,373		816,960		989,333		97,019	2017	40 Years
Arlington, TX		0		497,852		1,601,007		1,783		497,852		1,602,790		2,100,642		183,577	2017	40 Years
Canyon Lake, TX		0		382,522		1,026,179		(281)		382,522		1,025,898		1,408,420		102,592	2017	40 Years
Corpus Christi, TX		0		185,375		1,413,298		0		185,375		1,413,298		1,598,673		161,789	2017	40 Years
Fort Stockton, TX		0		185,474		1,186,339		0		185,474		1,186,339		1,371,813		135,904	2017	40 Years
Fort Worth, TX		0		1,016,587		4,622,507		257,308		1,016,587		4,879,815		5,896,402		521,090	2017	40 Years
Lufkin, TX		0		1,497,171		4,948,906		4,088		1,497,171		4,952,994		6,450,165		588,349	2017	40 Years
Newport News, VA		0		2,458,053		5,390,475		758,009		2,458,053		6,148,484		8,606,537		759,142	2017	40 Years
Appleton, WI		0		417,249		1,525,582		9,779		417,249		1,535,361		1,952,610		171,935	2017	40 Years
Onalaska, WI		0		821,084		2,651,772		0		821,084		2,651,772		3,472,856		303,793	2017	40 Years
Athens, AL		0		253,858		1,204,570		0		253,858		1,204,570		1,458,428		90,343	2018	40 Years
Birmingham, AL		0		1,635,912		2,739,834		0		1,635,912		2,739,834		4,375,746		256,833	2018	40 Years
Boaz, AL		0		379,197		898,689		0		379,197		898,689		1,277,886		84,168	2018	40 Years
Roanoke, AL		0		110,924		938,451		0		110,924		938,451		1,049,375		76,324	2018	40 Years

F-48

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Selma, AL		0		206,831		1,790,939		(24,494)		206,831		1,766,445		1,973,276		133,096	2018	40 Years
Maricopa, AZ		0		2,166,955		9,505,724		14,600		2,166,955		9,520,324		11,687,279		733,175	2018	40 Years
Parker, AZ		0		322,510		1,159,624		1,163		322,510		1,160,787		1,483,297		103,896	2018	40 Years
St. Michaels, AZ		0		127,874		1,043,962		12,012		127,874		1,055,974		1,183,848		84,582	2018	40 Years
Little Rock, AR		0		390,921		856,987		0		390,921		856,987		1,247,908		64,274	2018	40 Years
Grand Junction, CO		0		835,792		1,915,976		0		835,792		1,915,976		2,751,768		143,698	2018	40 Years
Brookfield, CT		0		343,489		835,106		0		343,489		835,106		1,178,595		62,633	2018	40 Years
Manchester, CT		0		316,847		558,659		0		316,847		558,659		875,506		41,899	2018	40 Years
Waterbury, CT		0		663,667		607,457		0		663,667		607,457		1,271,124		45,559	2018	40 Years
Apopka, FL		0		587,585		2,363,721		73,672		587,585		2,437,393		3,024,978		182,322	2018	40 Years
Cape Coral, FL		0		554,721		1,009,404		0		554,721		1,009,404		1,564,125		75,705	2018	40 Years
Crystal River, FL		0		369,723		1,015,324		0		369,723		1,015,324		1,385,047		99,406	2018	40 Years
DeFuniak Springs, FL		0		226,898		835,016		7,130		226,898		842,146		1,069,044		66,596	2018	40 Years
Eustis, FL		0		649,394		1,580,694		0		649,394		1,580,694		2,230,088		118,552	2018	40 Years
Hollywood, FL		0		895,783		947,204		0		895,783		947,204		1,842,987		71,040	2018	40 Years
Homestead, FL		0		650,821		948,265		0		650,821		948,265		1,599,086		71,120	2018	40 Years
Jacksonville, FL		0		827,799		1,554,516		0		827,799		1,554,516		2,382,315		116,589	2018	40 Years
Marianna, FL		0		257,760		886,801		0		257,760		886,801		1,144,561		66,510	2018	40 Years
Melbourne, FL		0		497,607		1,549,974		0		497,607		1,549,974		2,047,581		116,248	2018	40 Years
Merritt Island, FL		0		598,790		988,114		0		598,790		988,114		1,586,904		80,284	2018	40 Years
St. Petersburg, FL		0		958,547		902,502		0		958,547		902,502		1,861,049		77,032	2018	40 Years
Tampa, FL		0		488,002		1,209,902		0		488,002		1,209,902		1,697,904		103,346	2018	40 Years
Tampa, FL		0		703,273		1,283,951		0		703,273		1,283,951		1,987,224		96,296	2018	40 Years
Titusville, FL		0		137,421		1,017,394		12,059		137,421		1,029,453		1,166,874		77,134	2018	40 Years
Winter Haven, FL		0		832,247		1,433,449		0		832,247		1,433,449		2,265,696		107,509	2018	40 Years
Albany, GA		0		448,253		1,462,641		6,023		448,253		1,468,664		1,916,917		110,109	2018	40 Years
Austell, GA		0		1,162,782		7,462,351		0		1,162,782		7,462,351		8,625,133		684,049	2018	40 Years
Conyers, GA		0		330,549		941,133		0		330,549		941,133		1,271,682		70,585	2018	40 Years
Covington, GA		0		744,321		1,235,171		(43,000)		744,321		1,192,171		1,936,492		93,061	2018	40 Years
Doraville, GA		0		1,991,031		291,663		21,466		1,991,031		313,129		2,304,160		27,819	2018	40 Years
Douglasville, GA		0		519,420		1,492,529		0		519,420		1,492,529		2,011,949		111,940	2018	40 Years
Lilburn, GA		0		304,597		1,206,785		0		304,597		1,206,785		1,511,382		90,509	2018	40 Years
Marietta, GA		0		1,257,433		1,563,755		0		1,257,433		1,563,755		2,821,188		149,795	2018	40 Years
Marietta, GA		0		447,582		832,782		0		447,582		832,782		1,280,364		62,459	2018	40 Years
Pooler, GA		0		989,819		1,220,271		734		989,819		1,221,005		2,210,824		106,820	2018	40 Years
Riverdale, GA		0		474,072		879,835		(3,750)		470,322		879,835		1,350,157		65,988	2018	40 Years
Savannah, GA		0		944,815		2,997,426		14,050		944,815		3,011,476		3,956,291		225,759	2018	40 Years

F-49

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G		COLUMN H
																			Life on
																			Which
																			Depreciation in
																			Latest
							Costs		Gross Amount at Which Carried at										Income
			Initial Cost				Capitalized				Close of Period								Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of		Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	��	(in years)
Statesboro, GA		0		681,381		1,592,291		1,786		681,381		1,594,077		2,275,458		129,496	2018		40 Years
Union City, GA		0		97,528		1,036,165		0		97,528		1,036,165		1,133,693		77,712	2018		40 Years
Nampa, ID		0		496,676		5,163,257		37,265		496,676		5,200,522		5,697,198		443,499	2018		40 Years
Aurora, IL		0		174,456		862,599		0		174,456		862,599		1,037,055		64,695	2018		40 Years
Bloomington, IL		0		1,408,067		986,931		678		1,408,067		987,609		2,395,676		90,511	2018		40 Years
Carlinville, IL		0		208,519		1,113,537		1,162		208,519		1,114,699		1,323,218		99,768	2018		40 Years
Centralia, IL		0		277,527		351,547		0		277,527		351,547		629,074		26,366	2018		40 Years
Chicago, IL		0		1,569,578		632,848		0		1,569,578		632,848		2,202,426		61,938	2018		40 Years
Flora, IL		0		232,155		1,121,688		4,087		232,155		1,125,775		1,357,930		86,744	2018		40 Years
Gurnee, IL		0		1,341,679		951,320		0		1,341,679		951,320		2,292,999		89,170	2018		40 Years
Lake Zurich, IL		0		290,272		857,467		19,450		290,272		876,917		1,167,189		67,393	2018		40 Years
Macomb, IL		0		85,753		661,375		0		85,753		661,375		747,128		49,603	2018		40 Years
Morris, IL		0		331,622		1,842,994		3,880		331,622		1,846,874		2,178,496		150,010	2018		40 Years
Newton, IL		0		510,192		1,069,075		2,500		510,192		1,071,575		1,581,767		89,261	2018		40 Years
Northlake, IL		0		353,337		564,677		4,343		353,337		569,020		922,357		44,524	2018		40 Years
Rockford, IL		0		270,180		708,041		0		270,180		708,041		978,221		69,321	2018		40 Years
Greenwood, IN		0		1,586,786		1,232,818		1,162		1,586,786		1,233,980		2,820,766		110,453	2018		40 Years
Hammond, IN		0		230,142		—		0		230,142		—		230,142		0	2018
Indianapolis, IN		0		132,291		311,647		0		132,291		311,647		443,938		23,374	2018		40 Years
Mishawaka, IN		0		1,263,680		4,106,900		0		1,263,680		4,106,900		5,370,580		333,686	2018		40 Years
South Bend, IN		0		420,571		2,772,376		0		420,571		2,772,376		3,192,947		271,415	2018		40 Years
Warsaw, IN		0		583,174		1,118,270		58,246		583,174		1,176,516		1,759,690		110,449	2018		40 Years
Ackley, IA		0		202,968		896,444		0		202,968		896,444		1,099,412		85,826	2018		40 Years
Ottumwa, IA		0		227,562		5,794,123		0		227,562		5,794,123		6,021,685		567,319	2018		40 Years
Riceville, IA		0		154,294		742,421		0		154,294		742,421		896,715		71,043	2018		40 Years
Riverside, IA		0		579,935		1,594,085		0		579,935		1,594,085		2,174,020		139,482	2018		40 Years
Urbandale, IA		0		68,172		2,938,611		(85,150)		593,022		2,328,611		2,921,633		273,458	2018		40 Years
Overland Park, KS		0		1,053,287		6,141,649		219		1,053,287		6,141,868		7,195,155		499,023	2018		40 Years
Ekron, KY		0		95,655		802,880		0		95,655		802,880		898,535		70,252	2018		40 Years
Florence, KY		0		601,820		1,054,572		0		601,820		1,054,572		1,656,392		79,093	2018		40 Years
Chalmette, LA		0		290,396		1,297,684		0		290,396		1,297,684		1,588,080		97,326	2018		40 Years
Donaldsonville, LA		0		542,118		2,418,183		5,647		542,118		2,423,830		2,965,948		207,400	2018		40 Years
Franklinton, LA		0		193,192		925,598		0		193,192		925,598		1,118,790		75,205	2018		40 Years
Franklinton, LA		0		242,651		2,462,533		0		242,651		2,462,533		2,705,184		210,341	2018		40 Years
Franklinton, LA		0		396,560		1,122,737		0		396,560		1,122,737		1,519,297		91,222	2018		40 Years
Franklinton, LA		0		163,258		747,944		0		163,258		747,944		911,202		60,770	2018		40 Years
Harvey, LA		0		728,822		1,468,688		0		728,822		1,468,688		2,197,510		137,618	2018		40 Years

F-50

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Jena, LA		0		772,878		2,392,129		0		772,878		2,392,129		3,165,007		204,328	2018	40 Years
Jennings, LA		0		128,158		2,329,137		118,189		128,158		2,447,326		2,575,484		202,516	2018	40 Years
New Orleans, LA		0		293,726		0		0		293,726		0		293,726		0	2018
Pine Grove, LA		0		238,223		758,573		0		238,223		758,573		996,796		61,634	2018	40 Years
Rayville, LA		0		310,034		2,365,203		0		310,034		2,365,203		2,675,237		202,028	2018	40 Years
Roseland, LA		0		307,331		872,252		0		307,331		872,252		1,179,583		70,870	2018	40 Years
Talisheek, LA		0		150,802		1,031,214		41,717		150,802		1,072,931		1,223,733		86,654	2018	40 Years
Baltimore, MD		0		699,157		651,927		0		699,157		651,927		1,351,084		48,895	2018	40 Years
Salisbury, MD		0		305,215		1,193,870		0		305,215		1,193,870		1,499,085		89,540	2018	40 Years
Springfield, MA		0		153,428		826,741		0		153,428		826,741		980,169		62,006	2018	40 Years
Ann Arbor, MI		0		735,859		2,489,707		0		735,859		2,489,707		3,225,566		243,737	2018	40 Years
Belleville, MI		0		598,203		3,970,176		0		598,203		3,970,176		4,568,379		388,654	2018	40 Years
Grand Blanc, MI		0		1,589,886		3,738,477		0		1,589,886		3,738,477		5,328,363		365,981	2018	40 Years
Jackson, MI		0		1,451,971		2,548,436		0		1,451,971		2,548,436		4,000,407		249,476	2018	40 Years
Kentwood, MI		0		939,481		3,438,259		0		939,481		3,438,259		4,377,740		336,599	2018	40 Years
Lake Orion, MI		0		1,172,982		2,349,762		0		1,172,982		2,349,762		3,522,744		230,029	2018	40 Years
Onaway, MI		0		17,557		935,308		0		17,557		935,308		952,865		83,788	2018	40 Years
Champlin, MN		0		307,271		1,602,196		18,429		307,271		1,620,625		1,927,896		121,432	2018	40 Years
North Branch, MN		0		533,175		0		205		533,380		0		533,380		0	2018
Richfield, MN		0		2,141,431		613,552		0		2,141,431		613,552		2,754,983		46,016	2018	40 Years
Bay St. Louis, MS		0		547,498		2,080,989		0		547,498		2,080,989		2,628,487		177,751	2018	40 Years
Corinth, MS		0		504,885		4,540,022		129,132		504,885		4,669,154		5,174,039		448,843	2018	40 Years
Forest, MS		0		189,817		1,340,848		0		189,817		1,340,848		1,530,665		114,531	2018	40 Years
Southaven, MS		0		150,931		826,123		0		150,931		826,123		977,054		61,959	2018	40 Years
Waynesboro, MS		0		243,835		1,205,383		0		243,835		1,205,383		1,449,218		102,960	2018	40 Years
Blue Springs, MO		0		431,698		1,704,870		0		431,698		1,704,870		2,136,568		149,174	2018	40 Years
Florissant, MO		0		733,592		1,961,094		(14,149)		733,592		1,946,945		2,680,537		146,109	2018	40 Years
Joplin, MO		0		789,880		384,638		0		789,880		384,638		1,174,518		37,652	2018	40 Years
Liberty, MO		0		308,470		2,750,231		0		308,470		2,750,231		3,058,701		257,725	2018	40 Years
Neosho, MO		0		687,812		1,115,054		0		687,812		1,115,054		1,802,866		97,567	2018	40 Years
Springfield, MO		0		1,311,497		5,462,972		0		1,311,497		5,462,972		6,774,469		546,271	2018	40 Years
St. Peters, MO		0		1,205,257		1,760,658		0		1,205,257		1,760,658		2,965,915		132,049	2018	40 Years
Webb City, MO		0		1,324,146		1,501,744		0		1,324,146		1,501,744		2,825,890		147,035	2018	40 Years
Nashua, NH		0		3,635,953		2,720,644		4,240		3,635,953		2,724,884		6,360,837		266,969	2018	40 Years
Forked River, NJ		0		4,227,966		3,991,690		(81,552)		4,227,966		3,910,138		8,138,104		74,534	2018	40 Years
Forked River, NJ		0		3,505,805		(2,766,838)		3,193,972		3,505,805		427,134		3,932,939		33,784	2018	40 Years
Forked River, NJ		0		1,128,858		1,396,960		0		1,128,858		1,396,960		2,525,818		110,593	2018	40 Years

F-51

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Forked River, NJ		0		1,682,284		3,527,964		(3,456,211)		1,682,284		71,753		1,754,037		249,622	2018	40 Years
Forked River, NJ		0		682,822		0		0		682,822		0		682,822		0	2018
Woodland Park, NJ		0		7,761,801		3,958,902		0		7,761,801		3,958,902		11,720,703		338,144	2018	40 Years
Bernalillo, NM		0		899,770		2,037,465		(78,875)		820,895		2,037,465		2,858,360		200,783	2018	40 Years
Farmington, NM		0		4,428,998		0		0		4,428,998		0		4,428,998		0	2018
Canandaigue, NY		0		154,996		1,352,174		156		154,996		1,352,330		1,507,326		112,662	2018	40 Years
Catskill, NY		0		80,524		1,097,609		156		80,524		1,097,765		1,178,289		91,448	2018	40 Years
Clifton Park, NY		0		925,613		1,858,613		7,421		925,613		1,866,034		2,791,647		139,906	2018	40 Years
Elmira, NY		0		43,388		947,627		0		43,388		947,627		991,015		71,072	2018	40 Years
Geneseo, NY		0		264,795		1,328,115		156		264,795		1,328,271		1,593,066		110,676	2018	40 Years
Greece, NY		0		182,916		1,254,678		156		182,916		1,254,834		1,437,750		104,537	2018	40 Years
Hamburg, NY		0		520,599		2,039,602		0		520,599		2,039,602		2,560,201		152,970	2018	40 Years
Latham, NY		0		373,318		764,382		0		373,318		764,382		1,137,700		57,329	2018	40 Years
N. Syracuse, NY		0		165,417		452,510		10,034		165,417		462,544		627,961		34,377	2018	40 Years
Niagara Falls, NY		0		392,301		1,022,745		0		392,301		1,022,745		1,415,046		76,706	2018	40 Years
Rochester, NY		0		100,136		895,792		0		100,136		895,792		995,928		74,649	2018	40 Years
Rochester, NY		0		575,463		772,555		0		575,463		772,555		1,348,018		57,942	2018	40 Years
Rochester, NY		0		375,721		881,257		0		375,721		881,257		1,256,978		66,094	2018	40 Years
Schenectady, NY		0		74,387		1,279,967		8,540		74,387		1,288,507		1,362,894		107,221	2018	40 Years
Schenectady, NY		0		453,006		726,404		0		453,006		726,404		1,179,410		54,480	2018	40 Years
Syracuse, NY		0		339,207		918,302		0		339,207		918,302		1,257,509		68,873	2018	40 Years
Syracuse, NY		0		607,053		259,331		0		607,053		259,331		866,384		19,450	2018	40 Years
Tonawanda, NY		0		94,443		727,373		156		94,443		727,529		821,972		60,595	2018	40 Years
Tonawanda, NY		0		131,021		576,915		0		131,021		576,915		707,936		43,269	2018	40 Years
W. Seneca, NY		0		98,194		737,592		0		98,194		737,592		835,786		55,319	2018	40 Years
Williamsville, NY		0		705,842		488,800		0		705,842		488,800		1,194,642		36,660	2018	40 Years
Charlotte, NC		0		287,732		518,005		0		287,732		518,005		805,737		38,850	2018	40 Years
Concord, NC		0		526,102		1,955,989		8,699		526,102		1,964,688		2,490,790		151,372	2018	40 Years
Durham, NC		0		1,787,380		848,986		0		1,787,380		848,986		2,636,366		63,674	2018	40 Years
Fayetteville, NC		0		108,898		1,769,274		0		108,898		1,769,274		1,878,172		132,696	2018	40 Years
Greensboro, NC		0		402,957		1,351,015		0		402,957		1,351,015		1,753,972		101,326	2018	40 Years
Greenville, NC		0		541,233		1,403,441		0		541,233		1,403,441		1,944,674		105,258	2018	40 Years
High Point, NC		0		252,336		1,024,696		0		252,336		1,024,696		1,277,032		76,852	2018	40 Years
Kernersville, NC		0		270,581		966,807		0		270,581		966,807		1,237,388		72,511	2018	40 Years
Pineville, NC		0		1,390,592		6,390,201		0		1,390,592		6,390,201		7,780,793		532,494	2018	40 Years
Rockingham, NC		0		245,976		955,579		0		245,976		955,579		1,201,555		83,613	2018	40 Years
Salisbury, NC		0		572,085		700,288		0		572,085		700,288		1,272,373		52,522	2018	40 Years

F-52

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Zebulon, NC		0		160,107		1,077		36		161,220		0		161,220		0	2018
Akron, OH		0		445,299		—		0		445,299		0		445,299		0	2018
Bellevue, OH		0		272,308		1,127,365		62,975		272,308		1,190,340		1,462,648		103,136	2018	40 Years
Canton, OH		0		981,941		1,076,113		0		981,941		1,076,113		2,058,054		80,708	2018	40 Years
Columbus, OH		0		542,161		1,088,316		0		542,161		1,088,316		1,630,477		81,624	2018	40 Years
Fairview Park, OH		0		338,732		400,013		0		338,732		400,013		738,745		30,001	2018	40 Years
Franklin, OH		0		5,405,718		—		0		5,405,718		0		5,405,718		0	2018
Middletown, OH		0		311,389		1,451,469		1,163		311,389		1,452,632		1,764,021		130,024	2018	40 Years
Niles, OH		0		334,783		798,136		0		334,783		798,136		1,132,919		59,860	2018	40 Years
North Olmsted, OH		0		544,903		810,840		34,500		544,903		845,340		1,390,243		76,553	2018	40 Years
Warren, OH		0		208,710		601,092		0		208,710		601,092		809,802		45,082	2018	40 Years
Warrensville Heights, OH		0		735,534		—		627		736,161		0		736,161		0	2018
Youngstown, OH		0		323,983		989,430		0		323,983		989,430		1,313,413		74,207	2018	40 Years
Broken Arrow, OK		0		919,176		1,276,754		1,778		919,176		1,278,532		2,197,708		111,827	2018	40 Years
Chickasha, OK		0		230,000		2,881,525		0		230,000		2,881,525		3,111,525		240,127	2018	40 Years
Coweta, OK		0		282,468		803,762		0		282,468		803,762		1,086,230		70,329	2018	40 Years
Midwest City, OK		0		755,192		5,687,280		5,851		755,192		5,693,131		6,448,323		461,482	2018	40 Years
Oklahoma City, OK		0		1,104,085		1,874,359		507		1,104,085		1,874,866		2,978,951		144,517	2018	40 Years
Shawnee, OK		0		409,190		957,557		0		409,190		957,557		1,366,747		71,817	2018	40 Years
Wright City, OK		0		38,302		1,010,645		(1,300)		38,302		1,009,345		1,047,647		81,898	2018	40 Years
Hillsboro, OR		0		4,632,369		7,656,179		0		4,632,369		7,656,179		12,288,548		701,816	2018	40 Years
Carlisle, PA		0		340,349		643,498		0		340,349		643,498		983,847		48,262	2018	40 Years
Erie, PA		0		58,279		833,933		0		58,279		833,933		892,212		62,545	2018	40 Years
Johnstown, PA		0		1,030,667		—		8,829		1,039,496		0		1,039,496		0	2018
King of Prussia, PA		0		5,097,320		—		1,202		5,098,522		0		5,098,522		0	2018
Philadelphia, PA		0		155,212		218,083		0		155,212		218,083		373,295		16,356	2018	40 Years
Philadelphia, PA		0		127,690		122,516		0		127,690		122,516		250,206		9,189	2018	40 Years
Pittsburgh, PA		0		927,083		5,126,243		0		927,083		5,126,243		6,053,326		405,828	2018	40 Years
Pittsburgh, PA		0		1,397,965		—		3,850		1,401,815		0		1,401,815		0	2018
Upper Darby, PA		0		861,339		85,966		37,671		861,339		123,637		984,976		8,902	2018	40 Years
Wysox, PA		0		1,668,272		1,699,343		24,395		1,668,272		1,723,738		3,392,010		138,885	2018	40 Years
Richmond, RI		0		1,293,932		7,477,281		687,657		1,293,932		8,164,938		9,458,870		751,088	2018	40 Years
Warwick, RI		0		687,454		2,108,256		0		687,454		2,108,256		2,795,710		158,119	2018	40 Years
Greenville, SC		0		628,081		1,451,481		0		628,081		1,451,481		2,079,562		108,861	2018	40 Years
Lake City, SC		0		57,911		932,874		869		57,911		933,743		991,654		71,969	2018	40 Years
Manning, SC		0		245,546		989,236		146		245,546		989,382		1,234,928		82,430	2018	40 Years
Mt. Pleasant, SC		0		555,387		1,042,804		0		555,387		1,042,804		1,598,191		78,210	2018	40 Years

F-53

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Myrtle Beach, SC		0		254,334		149,107		0		254,334		149,107		403,441		11,183	2018	40 Years
Spartanburg, SC		0		709,338		1,618,382		0		709,338		1,618,382		2,327,720		121,379	2018	40 Years
Sumter, SC		0		521,299		809,466		0		521,299		809,466		1,330,765		60,710	2018	40 Years
Walterboro, SC		0		207,130		827,775		0		207,130		827,775		1,034,905		72,428	2018	40 Years
Chattanooga, TN		0		1,179,566		1,236,591		0		1,179,566		1,236,591		2,416,157		92,744	2018	40 Years
Johnson City, TN		0		181,117		1,232,151		0		181,117		1,232,151		1,413,268		92,411	2018	40 Years
Beaumont, TX		0		936,389		2,725,502		21,662		936,389		2,747,164		3,683,553		205,902	2018	40 Years
Donna, TX		0		962,302		1,620,925		0		962,302		1,620,925		2,583,227		135,043	2018	40 Years
Fairfield, TX		0		125,098		970,816		0		125,098		970,816		1,095,914		76,856	2018	40 Years
Groves, TX		0		596,586		2,250,794		0		596,586		2,250,794		2,847,380		168,810	2018	40 Years
Humble, TX		0		173,885		867,347		0		173,885		867,347		1,041,232		65,051	2018	40 Years
Jacksboro, TX		0		119,147		1,036,482		0		119,147		1,036,482		1,155,629		82,055	2018	40 Years
Kemah, TX		0		2,324,774		2,835,597		(45,000)		2,324,774		2,790,597		5,115,371		228,142	2018	40 Years
Lamesa, TX		0		66,019		1,493,146		0		66,019		1,493,146		1,559,165		136,866	2018	40 Years
Live Oak, TX		0		371,174		1,880,746		0		371,174		1,880,746		2,251,920		164,563	2018	40 Years
Lufkin, TX		0		382,643		1,054,911		0		382,643		1,054,911		1,437,554		79,118	2018	40 Years
Plano, TX		0		452,721		822,683		0		452,721		822,683		1,275,404		61,701	2018	40 Years
Port Arthur, TX		0		512,094		721,936		0		512,094		721,936		1,234,030		54,145	2018	40 Years
Porter, TX		0		524,532		1,683,767		566		524,532		1,684,333		2,208,865		136,844	2018	40 Years
Tomball, TX		0		1,336,029		1,849,554		0		1,336,029		1,849,554		3,185,583		161,831	2018	40 Years
Universal City, TX		0		380,788		1,496,318		0		380,788		1,496,318		1,877,106		112,224	2018	40 Years
Waxahachie, TX		0		388,138		792,125		0		388,138		792,125		1,180,263		59,409	2018	40 Years
Willis, TX		0		406,466		925,047		7,287		406,466		932,334		1,338,800		75,657	2018	40 Years
Logan, UT		0		914,515		2,774,985		0		914,515		2,774,985		3,689,500		231,248	2018	40 Years
Christiansburg, VA		0		520,538		661,780		0		520,538		661,780		1,182,318		49,634	2018	40 Years
Fredericksburg, VA		0		452,911		1,076,589		0		452,911		1,076,589		1,529,500		80,744	2018	40 Years
Glen Allen, VA		0		1,112,948		837,542		0		1,112,948		837,542		1,950,490		78,423	2018	40 Years
Hampton, VA		0		353,242		514,898		0		353,242		514,898		868,140		38,617	2018	40 Years
Louisa, VA		0		538,246		2,179,541		0		538,246		2,179,541		2,717,787		178,496	2018	40 Years
Manassas, VA		0		1,454,278		0		0		1,454,278		0		1,454,278		0	2018
Virginia Beach, VA		0		2,142,002		1,154,585		0		2,142,002		1,154,585		3,296,587		86,594	2018	40 Years
Virginia Beach, VA		0		271,176		3,308,434		0		271,176		3,308,434		3,579,610		248,133	2018	40 Years
Everett, WA		0		414,899		811,710		0		414,899		811,710		1,226,609		60,878	2018	40 Years
Bluefield, WV		0		287,740		947,287		12,404		287,740		959,691		1,247,431		92,987	2018	40 Years
Green Bay, WI		0		817,143		1,383,440		0		817,143		1,383,440		2,200,583		103,758	2018	40 Years
La Crosse, WI		0		175,551		1,145,438		0		175,551		1,145,438		1,320,989		85,908	2018	40 Years
Madison, WI		0		2,475,815		4,249,537		(30,000)		2,475,815		4,219,537		6,695,352		340,274	2018	40 Years

F-54

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Mt. Pleasant, WI		0		208,806		1,173,275		0		208,806		1,173,275		1,382,081		87,996	2018	40 Years
Schofield, WI		0		533,503		1,071,930		0		533,503		1,071,930		1,605,433		80,395	2018	40 Years
Sheboygan, WI		0		331,692		929,092		0		331,692		929,092		1,260,784		69,682	2018	40 Years
Athens, AL		0		338,789		1,119,459		(2,717)		338,789		1,116,742		1,455,531		67,549	2019	40 Years
Attala, AL		0		289,473		928,717		0		289,473		928,717		1,218,190		56,110	2019	40 Years
Birmingham, AL		0		1,400,530		859,880		316		1,400,530		860,196		2,260,726		46,591	2019	40 Years
Blountsville, AL		0		262,412		816,070		0		262,412		816,070		1,078,482		49,304	2019	40 Years
Coffeeville, AL		0		129,263		864,122		0		129,263		864,122		993,385		52,207	2019	40 Years
Phenix, AL		0		292,234		1,280,705		0		292,234		1,280,705		1,572,939		90,717	2019	40 Years
Silas, AL		0		383,742		1,351,195		0		383,742		1,351,195		1,734,937		81,625	2019	40 Years
Tuba City, AZ		0		138,006		1,253,376		531		138,006		1,253,907		1,391,913		70,441	2019	40 Years
Searcy, AR		0		851,561		5,582,069		45,099		851,561		5,627,168		6,478,729		398,999	2019	40 Years
Sheridan, AR		0		124,667		1,070,754		0		124,667		1,070,754		1,195,421		64,558	2019	40 Years
Trumann, AR		0		170,957		1,064,039		0		170,957		1,064,039		1,234,996		64,152	2019	40 Years
Visalia, CA		0		2,552,353		6,994,518		284		2,552,353		6,994,802		9,547,155		451,739	2019	40 Years
Lakewood, CO		0		3,021,260		6,125,185		18,070		3,021,260		6,143,255		9,164,515		307,070	2019	40 Years
Rifle, CO		0		4,427,019		1,599,591		0		4,427,019		1,599,591		6,026,610		103,198	2019	40 Years
Danbury, CT		0		1,095,933		0		0		1,095,933		0		1,095,933		0	2019
Greenwich, CT		0		16,350,193		3,076,568		0		16,350,193		3,076,568		19,426,761		196,060	2019	40 Years
Orange, CT		0		6,881,022		10,519,218		19,570		6,881,022		10,538,788		17,419,810		591,317	2019	40 Years
Torrington, CT		0		195,171		1,541,214		9,168		195,171		1,550,382		1,745,553		80,673	2019	40 Years
Bear, DE		0		743,604		0		657		744,261		0		744,261		0	2019
Wilmington, DE		0		2,501,623		2,784,576		0		2,501,623		2,784,576		5,286,199		191,275	2019	40 Years
Apopka, FL		0		646,629		1,215,458		10,730		646,629		1,226,188		1,872,817		91,517	2019	40 Years
Clearwater, FL		0		497,216		1,027,192		0		497,216		1,027,192		1,524,408		70,453	2019	40 Years
Cocoa, FL		0		2,174,730		0		0		2,174,730		0		2,174,730		0	2019
Lake Placid, FL		0		255,339		1,059,913		0		255,339		1,059,913		1,315,252		57,412	2019	40 Years
Merritt Island, FL		0		746,846		1,805,756		0		746,846		1,805,756		2,552,602		105,336	2019	40 Years
Orlando, FL		0		751,265		2,089,523		0		751,265		2,089,523		2,840,788		142,240	2019	40 Years
Poinciana, FL		0		608,450		1,073,714		0		608,450		1,073,714		1,682,164		58,160	2019	40 Years
Sanford, FL		0		2,791,684		4,763,063		20,323		2,791,684		4,783,386		7,575,070		278,600	2019	40 Years
Tavares, FL		0		736,113		1,849,694		0		736,113		1,849,694		2,585,807		127,172	2019	40 Years
Wauchula, FL		0		333,236		1,156,806		0		333,236		1,156,806		1,490,042		86,760	2019	40 Years
West Palm Beach, FL		0		2,484,935		2,344,077		0		2,484,935		2,344,077		4,829,012		136,666	2019	40 Years
Brunswick, GA		0		186,767		1,615,510		0		186,767		1,615,510		1,802,277		110,882	2019	40 Years
Columbus, GA		0		336,125		2,497,365		32,240		336,125		2,529,605		2,865,730		136,684	2019	40 Years
Conyers, GA		0		714,666		2,137,506		0		714,666		2,137,506		2,852,172		133,480	2019	40 Years

F-55

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Dacula, GA		0		1,280,484		1,716,312		0		1,280,484		1,716,312		2,996,796		121,512	2019	40 Years
Marietta, GA		0		390,416		1,441,936		0		390,416		1,441,936		1,832,352		98,956	2019	40 Years
Tucker, GA		0		374,268		1,652,522		0		374,268		1,652,522		2,026,790		116,994	2019	40 Years
Chubbuck, ID		0		1,067,983		5,880,828		0		1,067,983		5,880,828		6,948,811		428,808	2019	40 Years
Chubbuck, ID		0		185,310		0		0		185,310		0		185,310		0	2019
Chubbuck, ID		0		873,334		1,653,886		0		873,334		1,653,886		2,527,220		120,596	2019	40 Years
Edwardsville, IL		0		449,741		1,202,041		0		449,741		1,202,041		1,651,782		82,512	2019	40 Years
Elk Grove Village, IL		0		394,567		1,395,659		22,896		394,567		1,418,555		1,813,122		82,266	2019	40 Years
Evergreen Park, IL		0		5,687,045		18,880,969		0		5,687,045		18,880,969		24,568,014		1,101,118	2019	40 Years
Freeport, IL		0		92,295		1,537,120		0		92,295		1,537,120		1,629,415		86,396	2019	40 Years
Geneva, IL		0		644,434		1,213,859		0		644,434		1,213,859		1,858,293		80,924	2019	40 Years
Greenville, IL		0		135,642		1,026,006		0		135,642		1,026,006		1,161,648		53,438	2019	40 Years
Murphysboro, IL		0		176,281		988,808		0		176,281		988,808		1,165,089		61,658	2019	40 Years
Rockford, IL		0		814,666		1,719,410		0		814,666		1,719,410		2,534,076		96,650	2019	40 Years
Round Lake, IL		0		325,722		2,669,132		5,756		325,722		2,674,888		3,000,610		135,408	2019	40 Years
Fishers, IN		0		429,857		621,742		0		429,857		621,742		1,051,599		44,019	2019	40 Years
Gas City, IN		0		504,378		1,341,890		0		504,378		1,341,890		1,846,268		97,846	2019	40 Years
Hammond, IN		0		149,230		1,002,706		0		149,230		1,002,706		1,151,936		60,580	2019	40 Years
Kokomo, IN		0		716,631		1,143,537		0		716,631		1,143,537		1,860,168		78,510	2019	40 Years
Marion, IN		0		140,507		898,097		27,530		140,507		925,627		1,066,134		45,946	2019	40 Years
Westfield, IN		0		594,597		1,260,563		0		594,597		1,260,563		1,855,160		89,290	2019	40 Years
Waterloo, IA		0		369,497		1,265,450		0		369,497		1,265,450		1,634,947		73,746	2019	40 Years
Concordia, KS		0		150,440		1,144,639		26,864		150,440		1,171,503		1,321,943		58,329	2019	40 Years
Parsons, KS		0		203,953		1,073,554		0		203,953		1,073,554		1,277,507		75,923	2019	40 Years
Pratt, KS		0		245,375		1,293,871		0		245,375		1,293,871		1,539,246		75,476	2019	40 Years
Wellington, KS		0		95,197		1,090,333		0		95,197		1,090,333		1,185,530		61,265	2019	40 Years
Wichita, KS		0		1,257,608		5,700,299		0		1,257,608		5,700,299		6,957,907		379,903	2019	40 Years
Crestwood, KY		0		670,021		1,096,031		9,668		670,021		1,105,699		1,775,720		55,225	2019	40 Years
Georgetown, KY		0		257,839		3,025,734		266,479		257,839		3,292,213		3,550,052		179,646	2019	40 Years
Grayson, KY		0		241,857		1,155,603		0		241,857		1,155,603		1,397,460		67,410	2019	40 Years
Henderson, KY		0		146,676		958,794		0		146,676		958,794		1,105,470		49,937	2019	40 Years
Leitchfield, KY		0		303,830		1,062,711		0		303,830		1,062,711		1,366,541		53,136	2019	40 Years
Kentwood, LA		0		327,392		638,214		20,612		327,392		658,826		986,218		47,224	2019	40 Years
Lake Charles, LA		0		565,778		890,034		(110,745)		750,569		594,498		1,345,067		16,217	2019	40 Years
Bowie, MD		0		2,840,009		4,474,364		0		2,840,009		4,474,364		7,314,373		279,537	2019	40 Years
Eldersburg, MD		0		563,227		1,855,987		520		563,227		1,856,507		2,419,734		104,325	2019	40 Years
Brockton, MA		0		3,254,807		8,504,236		47,679		3,254,807		8,551,915		11,806,722		427,349	2019	40 Years

F-56

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Ipswich, MA		0		467,109		967,282		0		467,109		967,282		1,434,391		60,360	2019	40 Years
Ispwich, MA		0		2,606,990		3,414,474		0		2,606,990		3,414,474		6,021,464		213,393	2019	40 Years
Adrian, MI		0		459,814		1,562,895		38,710		459,814		1,601,605		2,061,419		104,193	2019	40 Years
Allegan, MI		0		184,466		1,239,762		0		184,466		1,239,762		1,424,228		77,485	2019	40 Years
Bloomfield Hills, MI		0		1,160,912		4,181,635		1,539,162		1,160,912		5,720,797		6,881,709		296,955	2019	40 Years
Caro, MI		0		183,318		1,328,630		0		183,318		1,328,630		1,511,948		74,689	2019	40 Years
Clare, MI		0		153,379		1,412,383		11,127		153,379		1,423,510		1,576,889		74,042	2019	40 Years
Cooks, MI		0		304,340		1,109,838		9,630		304,340		1,119,468		1,423,808		55,913	2019	40 Years
Crystal Falls, MI		0		62,462		757,276		0		62,462		757,276		819,738		45,752	2019	40 Years
Harrison, MI		0		59,984		900,901		(25,895)		59,984		875,006		934,990		43,916	2019	40 Years
Jackson, MI		0		524,446		1,265,119		0		524,446		1,265,119		1,789,565		68,527	2019	40 Years
Monroe, MI		0		501,688		2,651,440		0		501,688		2,651,440		3,153,128		182,088	2019	40 Years
Plymouth, MI		0		580,459		1,043,474		47,200		580,459		1,090,674		1,671,133		72,525	2019	40 Years
Spalding, MI		0		86,973		842,434		0		86,973		842,434		929,407		50,897	2019	40 Years
Walker, MI		0		4,821,073		15,814,475		17,091		4,821,073		15,831,566		20,652,639		857,353	2019	40 Years
Lakeville, MN		0		1,774,051		6,386,118		110,100		1,774,051		6,496,218		8,270,269		403,915	2019	40 Years
Longville, MN		0		30,748		836,277		0		30,748		836,277		867,025		50,525	2019	40 Years
Waite Park, MN		0		142,863		1,064,736		0		142,863		1,064,736		1,207,599		72,914	2019	40 Years
Bolton, MS		0		172,890		831,005		0		172,890		831,005		1,003,895		50,207	2019	40 Years
Bruce, MS		0		189,929		896,080		0		189,929		896,080		1,086,009		61,545	2019	40 Years
Columbus, MS		0		123,385		898,226		0		123,385		898,226		1,021,611		61,693	2019	40 Years
Flowood, MS		0		638,891		1,308,566		0		638,891		1,308,566		1,947,457		73,550	2019	40 Years
Houston, MS		0		170,449		913,763		0		170,449		913,763		1,084,212		62,761	2019	40 Years
Jackson, MS		0		393,954		1,169,374		0		393,954		1,169,374		1,563,328		65,724	2019	40 Years
Michigan City, MS		0		336,323		963,447		0		336,323		963,447		1,299,770		66,177	2019	40 Years
Pontotoc, MS		0		174,112		924,043		0		174,112		924,043		1,098,155		59,678	2019	40 Years
Tutwiler, MS		0		152,108		844,300		0		152,108		844,300		996,408		51,010	2019	40 Years
Fair Play, MO		0		56,563		642,856		0		56,563		642,856		699,419		38,839	2019	40 Years
Florissant, MO		0		1,394,072		2,210,514		0		1,394,072		2,210,514		3,604,586		151,910	2019	40 Years
Florissant, MO		0		1,647,163		2,256,716		0		1,647,163		2,256,716		3,903,879		150,448	2019	40 Years
Grovespring, MO		0		207,974		823,419		0		207,974		823,419		1,031,393		49,748	2019	40 Years
Hermitage, MO		0		98,531		833,177		2,600		98,531		835,777		934,308		50,452	2019	40 Years
Madison, MO		0		199,972		844,901		0		199,972		844,901		1,044,873		51,046	2019	40 Years
Oak Grove, MO		0		275,293		1,000,150		0		275,293		1,000,150		1,275,443		62,509	2019	40 Years
Salem, MO		0		153,713		1,085,494		0		153,713		1,085,494		1,239,207		60,993	2019	40 Years
South Fork, MO		0		345,053		1,087,384		0		345,053		1,087,384		1,432,437		65,696	2019	40 Years
St. Louis, MO		0		743,673		3,387,981		0		743,673		3,387,981		4,131,654		176,457	2019	40 Years

F-57

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Manchester, HN		0		1,486,550		2,419,269		12,678		1,486,550		2,431,947		3,918,497		131,466	2019	40 Years
Nashua, NH		0		808,886		2,020,221		278		808,886		2,020,499		2,829,385		109,441	2019	40 Years
Lanoka Harbor, NJ		0		1,355,335		1,052,415		0		1,355,335		1,052,415		2,407,750		59,071	2019	40 Years
Paramus, NJ		0		0		6,224,221		599,410		0		6,823,631		6,823,631		438,673	2019	40 Years
San Ysidro, NM		0		316,770		956,983		0		316,770		956,983		1,273,753		57,818	2019	40 Years
Hinsdale, NY		0		353,602		905,350		0		353,602		905,350		1,258,952		54,698	2019	40 Years
Liverpool, NY		0		1,697,114		3,355,641		24,323		1,697,114		3,379,964		5,077,078		168,846	2019	40 Years
Malone, NY		0		413,667		1,035,771		0		413,667		1,035,771		1,449,438		71,032	2019	40 Years
Vestal, NY		0		3,540,906		5,610,529		147,000		3,540,906		5,757,529		9,298,435		317,724	2019	40 Years
Columbus, NC		0		423,026		1,070,992		0		423,026		1,070,992		1,494,018		60,170	2019	40 Years
Fayetteville, NC		0		505,574		1,544,177		0		505,574		1,544,177		2,049,751		83,643	2019	40 Years
Hope Mills, NC		0		1,522,142		7,906,676		0		1,522,142		7,906,676		9,428,818		461,098	2019	40 Years
Stallings, NC		0		1,481,940		0		0		1,481,940		0		1,481,940		0	2019
Sylva, NC		0		450,055		1,351,631		19,487		450,055		1,371,118		1,821,173		68,434	2019	40 Years
Edgeley, ND		0		193,509		944,881		0		193,509		944,881		1,138,390		59,055	2019	40 Years
Grand Forks, ND		0		1,187,389		2,052,184		0		1,187,389		2,052,184		3,239,573		123,968	2019	40 Years
Williston, ND		0		515,210		1,584,865		0		515,210		1,584,865		2,100,075		95,752	2019	40 Years
Batavia, OH		0		601,071		1,125,756		(5,377)		597,667		1,123,783		1,721,450		72,857	2019	40 Years
Bellevue, OH		0		186,215		1,343,783		8,491		186,215		1,352,274		1,538,489		67,561	2019	40 Years
Columbus, OH		0		357,767		1,423,046		0		357,767		1,423,046		1,780,813		97,657	2019	40 Years
Conneaut, OH		0		200,915		1,363,715		7,983		200,915		1,371,698		1,572,613		74,217	2019	40 Years
Hamilton, OH		0		335,677		1,066,581		0		335,677		1,066,581		1,402,258		70,962	2019	40 Years
Heath, OH		0		657,358		3,259,449		313,281		657,358		3,572,730		4,230,088		198,554	2019	40 Years
Kenton, OH		0		191,968		1,290,534		7,723		191,968		1,298,257		1,490,225		67,553	2019	40 Years
Maumee, OH		0		1,498,739		815,222		972		1,498,739		816,194		2,314,933		59,517	2019	40 Years
Oxford, OH		0		912,241		2,566,991		0		912,241		2,566,991		3,479,232		181,669	2019	40 Years
West Chester, OH		0		796,035		814,730		660		796,035		815,390		1,611,425		59,436	2019	40 Years
West Chester, OH		0		395,924		1,173,848		0		395,924		1,173,848		1,569,772		83,030	2019	40 Years
Ada, OK		0		336,304		1,234,870		0		336,304		1,234,870		1,571,174		66,889	2019	40 Years
Bartlesville, OK		0		451,582		1,249,112		0		451,582		1,249,112		1,700,694		77,898	2019	40 Years
Bokoshe, OK		0		47,725		797,175		0		47,725		797,175		844,900		49,533	2019	40 Years
Lawton, OK		0		230,834		612,256		0		230,834		612,256		843,090		38,094	2019	40 Years
Whitefield, OK		0		144,932		863,327		0		144,932		863,327		1,008,259		53,958	2019	40 Years
Cranberry Township, PA		0		2,066,679		2,049,310		0		2,066,679		2,049,310		4,115,989		145,100	2019	40 Years
Ebensburg, PA		0		551,162		2,023,064		0		551,162		2,023,064		2,574,226		138,919	2019	40 Years
Flourtown, PA		0		1,342,409		2,229,147		0		1,342,409		2,229,147		3,571,556		162,526	2019	40 Years
Monaca, PA		0		449,116		842,901		0		449,116		842,901		1,292,017		59,646	2019	40 Years

F-58

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Natrona Heights, PA		0		1,412,247		1,719,447		0		1,412,247		1,719,447		3,131,694		125,376	2019	40 Years
North Huntingdon, PA		0		428,166		1,508,044		0		428,166		1,508,044		1,936,210		106,760	2019	40 Years
Oakdale, PA		0		708,623		987,577		68,352		708,623		1,055,929		1,764,552		53,250	2019	40 Years
Philadelphia, PA		0		1,891,985		20,799,223		211,464		1,891,985		21,010,687		22,902,672		1,400,697	2019	40 Years
Pittsburgh, PA		0		1,251,674		3,842,592		0		1,251,674		3,842,592		5,094,266		216,046	2019	40 Years
Robinson Township, PA		0		1,630,648		2,703,381		0		1,630,648		2,703,381		4,334,029		168,877	2019	40 Years
Titusville, PA		0		877,651		2,568,060		0		877,651		2,568,060		3,445,711		165,797	2019	40 Years
West View, PA		0		120,349		1,347,706		0		120,349		1,347,706		1,468,055		78,531	2019	40 Years
York, PA		0		3,331,496		6,690,968		0		3,331,496		6,690,968		10,022,464		431,882	2019	40 Years
Columbia, SC		0		2,783,934		13,228,453		0		2,783,934		13,228,453		16,012,387		936,888	2019	40 Years
Hampton, SC		0		215,462		1,050,367		0		215,462		1,050,367		1,265,829		78,778	2019	40 Years
Myrtle Beach, SC		0		1,371,226		2,752,440		503,611		1,371,226		3,256,051		4,627,277		200,353	2019	40 Years
Orangeburg, SC		0		316,428		1,116,664		0		316,428		1,116,664		1,433,092		72,040	2019	40 Years
Kadoka, SD		0		134,528		926,523		0		134,528		926,523		1,061,051		57,908	2019	40 Years
Thorn Hill, TN		0		115,367		974,925		0		115,367		974,925		1,090,292		66,931	2019	40 Years
Woodbury, TN		0		154,043		1,092,958		0		154,043		1,092,958		1,247,001		75,141	2019	40 Years
Burleson, TX		0		1,396,753		3,312,794		13,864		1,396,753		3,326,658		4,723,411		166,246	2019	40 Years
Carrizo Springs, TX		0		337,070		812,963		5,087		337,070		818,050		1,155,120		51,007	2019	40 Years
Garland, TX		0		773,385		2,587,011		0		773,385		2,587,011		3,360,396		172,467	2019	40 Years
Kenedy, TX		0		325,159		954,774		11,255		325,159		966,029		1,291,188		48,231	2019	40 Years
Laredo, TX		0		1,117,403		2,152,573		0		1,117,403		2,152,573		3,269,976		138,925	2019	40 Years
Lewisville, TX		0		2,347,993		5,271,935		0		2,347,993		5,271,935		7,619,928		384,412	2019	40 Years
Lubbock, TX		0		1,420,820		1,858,395		0		1,420,820		1,858,395		3,279,215		135,508	2019	40 Years
Wichita Falls, TX		0		585,664		1,952,988		0		585,664		1,952,988		2,538,652		122,062	2019	40 Years
Wylie, TX		0		686,154		1,623,684		0		686,154		1,623,684		2,309,838		114,951	2019	40 Years
Draper, UT		0		1,344,025		3,321,208		23,553		1,344,025		3,344,761		4,688,786		167,091	2019	40 Years
Bristol, VA		0		996,915		1,374,467		0		996,915		1,374,467		2,371,382		80,177	2019	40 Years
Gloucester, VA		0		458,785		1,994,093		0		458,785		1,994,093		2,452,878		116,278	2019	40 Years
Hampton, VA		0		3,549,928		6,096,218		107		3,549,928		6,096,325		9,646,253		342,669	2019	40 Years
Hampton, VA		0		429,613		1,081,015		0		429,613		1,081,015		1,510,628		63,059	2019	40 Years
Hampton, VA		0		744,520		1,249,355		0		744,520		1,249,355		1,993,875		72,879	2019	40 Years
Hampton, VA		0		561,596		1,545,002		0		561,596		1,545,002		2,106,598		90,125	2019	40 Years
Newport News, VA		0		12,618,320		0		0		12,618,320		0		12,618,320		0	2019
Newport News, VA		0		855,793		1,754,228		0		855,793		1,754,228		2,610,021		102,330	2019	40 Years
Poquoson, VA		0		330,867		848,105		2,156		330,867		850,261		1,181,128		49,567	2019	40 Years
South Boston, VA		0		490,590		2,637,385		15,414		490,590		2,652,799		3,143,389		143,533	2019	40 Years
Surry, VA		0		685,233		994,788		0		685,233		994,788		1,680,021		58,029	2019	40 Years

F-59

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Williamsburg, VA		0		1,574,769		2,001,920		(9,200)		1,565,569		2,001,920		3,567,489		116,779	2019	40 Years
Williamsburg, VA		0		675,861		1,098,464		—		675,861		1,098,464		1,774,325		64,077	2019	40 Years
Wytheville, VA		0		206,660		1,248,178		—		206,660		1,248,178		1,454,838		62,409	2019	40 Years
Ephrata, WA		0		368,492		4,821,470		18,383		368,492		4,839,853		5,208,345		251,865	2019	40 Years
Charleston, WV		0		561,767		0		—		561,767		0		561,767		0	2019
Ripley, WV		0		1,042,204		0		20,423		1,062,627		0		1,062,627		0	2019
Black River Falls, WI		0		278,472		1,141,572		9,519		278,472		1,151,091		1,429,563		59,873	2019	40 Years
Lake Geneva, WI		0		7,078,726		0		—		7,078,726		0		7,078,726		0	2019
Menomonee Falls, WI		0		3,518,493		12,020,248		12,918		3,518,493		12,033,166		15,551,659		776,210	2019	40 Years
Sun Prairie, WI		0		2,864,563		7,215,614		—		2,864,563		7,215,614		10,080,177		405,679	2019	40 Years
West Milwaukee, WI		0		783,260		3,055,907		16,402		783,260		3,072,309		3,855,569		159,730	2019	40 Years
Adger, AL		0		189,119		1,222,891		—		189,119		1,222,891		1,412,010		48,406	2020	40 Years
Dothan, AL		0		792,626		3,017,431		(31,788)		778,553		2,999,716		3,778,269		72,536	2020	40 Years
Enterprise, AL		0		728,934		2,504,283		15,377		728,934		2,519,660		3,248,594		119,997	2020	40 Years
Lanett, AL		0		597,615		2,264,102		128		597,615		2,264,230		2,861,845		75,450	2020	40 Years
Saraland, AL		0		838,216		2,709,602		1,275		838,216		2,710,877		3,549,093		129,629	2020	40 Years
Sylacauga, AL		0		2,181,806		9,940,930		4,330		2,181,806		9,945,260		12,127,066		393,426	2020	40 Years
Theodore, AL		0		743,751		2,667,802		—		743,751		2,667,802		3,411,553		122,186	2020	40 Years
Altheimer, AR		0		202,235		1,151,471		—		202,235		1,151,471		1,353,706		47,589	2020	40 Years
Benton, AR		0		561,085		2,141,511		249,809		561,085		2,391,320		2,952,405		67,140	2020	40 Years
Benton, AR		0		2,271,157		1,324,716		7,992		2,271,157		1,332,708		3,603,865		33,268	2020	40 Years
Bismarck, AR		0		129,139		876,127		—		129,139		876,127		1,005,266		30,910	2020	40 Years
Centerton, AR		0		502,391		2,152,058		249,808		502,391		2,401,866		2,904,257		71,931	2020	40 Years
Elaine, AR		0		51,248		802,757		—		51,248		802,757		854,005		33,149	2020	40 Years
Jonesboro, AR		0		477,565		942,703		—		477,565		942,703		1,420,268		29,405	2020	40 Years
Little Rock, AR		0		136,550		638,605		—		136,550		638,605		775,155		26,551	2020	40 Years
Mayflower, AR		0		708,465		448,741		66,856		708,465		515,597		1,224,062		12,472	2020	40 Years
Mena, AR		0		1,459,039		0		—		1,459,039		0		1,459,039		0	2020
Pine Bluff, AR		0		195,689		1,102,338		3,250		195,689		1,105,588		1,301,277		48,124	2020	40 Years
Pine Bluff, AR		0		279,293		1,290,094		—		279,293		1,290,094		1,569,387		53,461	2020	40 Years
Searcy, AR		0		548,495		5,834,876		—		548,495		5,834,876		6,383,371		206,400	2020	40 Years
Sparkman, AR		0		80,956		720,376		—		80,956		720,376		801,332		23,953	2020	40 Years
West Helena, AR		0		93,907		885,680		—		93,907		885,680		979,587		36,515	2020	40 Years
Coolidge, AZ		0		252,228		1,164,641		510		252,228		1,165,151		1,417,379		43,568	2020	40 Years
Maricopa, AZ		0		761,177		1,600,925		11,257		761,177		1,612,182		2,373,359		43,559	2020	40 Years
Phoenix, AZ		0		11,641,459		7,261,072		—		11,641,459		7,261,072		18,902,531		257,028	2020	40 Years
Tucson, AZ		0		3,267,761		6,624,814		94,241		3,267,761		6,719,055		9,986,816		168,488	2020	40 Years

F-60

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Yuma, AZ		0		840,427		5,489,179		577		840,427		5,489,756		6,330,183		205,716	2020	40 Years
Yuma, AZ		0		0		5,052,648		29,919		0		5,082,567		5,082,567		126,877	2020	40 Years
Antioch, CA		0		3,369,667		6,952,571		0		3,369,667		6,952,571		10,322,238		231,654	2020	40 Years
Calexico, CA		0		937,091		22,274		0		959,365		0		959,365		0	2020
Hawthorne, CA		0		7,297,568		5,841,964		1,750		7,297,568		5,843,714		13,141,282		182,451	2020	40 Years
Napa, CA		0		5,287,831		13,608,836		650		5,287,831		13,609,486		18,897,317		510,154	2020	40 Years
Palmdale, CA		0		2,159,541		6,648,091		486		2,159,541		6,648,577		8,808,118		290,702	2020	40 Years
Quincy, CA		0		315,559		1,597,973		0		315,559		1,597,973		1,913,532		69,662	2020	40 Years
Quincy, CA		0		605,988		4,898,500		0		605,988		4,898,500		5,504,488		193,826	2020	40 Years
Rancho Cordova, CA		0		10,668,451		0		27,033		10,695,484		0		10,695,484		0	2020
San Francisco, CA		0		7,234,677		748,185		19,918		7,234,677		768,103		8,002,780		20,617	2020	40 Years
Signal Hill, CA		0		8,490,622		6,714,882		0		8,490,622		6,714,882		15,205,504		321,755	2020	40 Years
Stockton, CA		0		961,910		3,310,275		16,114		961,910		3,326,389		4,288,299		83,059	2020	40 Years
Broomfield, CO		0		708,881		965,675		7,993		708,881		973,668		1,682,549		24,292	2020	40 Years
Cortez, CO		0		177,422		1,594,274		9,852		177,422		1,604,126		1,781,548		40,042	2020	40 Years
La Junta, CO		0		187,988		823,735		0		187,988		823,735		1,011,723		35,789	2020	40 Years
Pueblo, CO		0		235,805		1,568,540		0		235,805		1,568,540		1,804,345		58,820	2020	40 Years
Newington, CT		0		403,932		1,915,897		0		403,932		1,915,897		2,319,829		87,708	2020	40 Years
Old Saybrook, CT		0		443,801		3,497,920		74		443,801		3,497,994		3,941,795		109,163	2020	40 Years
Stafford Springs, CT		0		1,230,939		7,075,776		0		1,230,939		7,075,776		8,306,715		221,118	2020	40 Years
Davenport, FL		0		721,966		1,435,651		0		721,966		1,435,651		2,157,617		71,783	2020	40 Years
Deerfield Beach, FL		0		1,963,542		514,491		0		1,963,542		514,491		2,478,033		18,120	2020	40 Years
Labelle, FL		0		489,345		2,754,977		0		489,345		2,754,977		3,244,322		97,472	2020	40 Years
Lake Placid, FL		0		2,060,445		0		15,405		2,075,850		0		2,075,850		0	2020
Leesburg, FL		0		708,698		541,993		7,993		708,698		549,986		1,258,684		13,700	2020	40 Years
Madison, FL		0		171,150		619,660		0		171,150		619,660		790,810		25,742	2020	40 Years
Orlando, FL		0		4,558,262		7,261,682		0		4,558,262		7,261,682		11,819,944		302,440	2020	40 Years
Panama City, FL		0		830,080		856,243		0		830,080		856,243		1,686,323		42,805	2020	40 Years
Pensacola, FL		0		379,154		969,254		7,993		379,154		977,247		1,356,401		24,381	2020	40 Years
Port St. Lucie, FL		0		670,030		1,664,571		0		670,030		1,664,571		2,334,601		76,168	2020	40 Years
Punta Gorda, FL		0		615,829		1,921,751		0		615,829		1,921,751		2,537,580		92,084	2020	40 Years
Sebring, FL		0		1,986,013		0		15,406		2,001,419		0		2,001,419		0	2020
Venice, FL		0		1,301,719		1,233,030		0		1,301,719		1,233,030		2,534,749		61,651	2020	40 Years
Vero Beach, FL		0		1,241,406		1,356,081		20		1,241,406		1,356,101		2,597,507		64,979	2020	40 Years
Albany, GA		0		311,920		1,278,107		0		311,920		1,278,107		1,590,027		53,191	2020	40 Years
Albany, GA		0		248,888		1,445,530		0		248,888		1,445,530		1,694,418		60,172	2020	40 Years
Albany, GA		0		898,015		5,713,749		0		898,015		5,713,749		6,611,764		193,539	2020	40 Years

F-61

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Americus, GA		0		238,633		968,812		0		238,633		968,812		1,207,445		40,361	2020	40 Years
Cairo, GA		0		237,315		1,040,643		0		237,315		1,040,643		1,277,958		52,032	2020	40 Years
Dallas, GA		0		235,642		1,134,202		7,993		235,642		1,142,195		1,377,837		28,505	2020	40 Years
Doraville, GA		0		533,512		1,709,449		0		533,512		1,709,449		2,242,961		49,859	2020	40 Years
Flowery Branch, GA		0		1,253,091		0		(2,000)		1,251,091		0		1,251,091		0	2020
Jesup, GA		0		155,604		864,415		0		155,604		864,415		1,020,019		35,938	2020	40 Years
Lawrenceville, GA		0		852,136		1,633,580		0		852,136		1,633,580		2,485,716		78,276	2020	40 Years
Lithia Springs, GA		0		3,789,145		7,881,640		0		3,789,145		7,881,640		11,670,785		295,457	2020	40 Years
Moultrie, GA		0		150,752		868,415		0		150,752		868,415		1,019,167		36,105	2020	40 Years
Quitman, GA		0		407,661		1,125,845		0		407,661		1,125,845		1,533,506		56,292	2020	40 Years
Savannah, GA		0		749,834		1,802,814		0		749,834		1,802,814		2,552,648		63,769	2020	40 Years
Savannah, GA		0		3,502,278		4,132,018		2,179		3,502,278		4,134,197		7,636,475		137,532	2020	40 Years
George, IA		0		283,785		942,785		0		283,785		942,785		1,226,570		47,139	2020	40 Years
Graettinger, IA		0		154,261		933,746		0		154,261		933,746		1,088,007		46,687	2020	40 Years
Alexis, IL		0		425,656		1,237,404		0		425,656		1,237,404		1,663,060		59,292	2020	40 Years
Chicago, IL		0		2,780,722		2,305,569		0		2,780,722		2,305,569		5,086,291		71,922	2020	40 Years
Chicago, IL		0		424,932		4,223,123		0		424,932		4,223,123		4,648,055		131,851	2020	40 Years
Chicago, IL		0		596,808		1,415,648		0		596,808		1,415,648		2,012,456		44,118	2020	40 Years
Chicago, IL		0		932,560		2,553,809		7,273		932,560		2,561,082		3,493,642		63,974	2020	40 Years
East Alton, IL		0		113,457		1,422,573		0		113,457		1,422,573		1,536,030		53,248	2020	40 Years
Fairfield, IL		0		198,833		1,180,242		6,975		198,833		1,187,217		1,386,050		32,067	2020	40 Years
Grayslake, IL		0		478,307		1,131,061		0		478,307		1,131,061		1,609,368		44,645	2020	40 Years
Homewood, IL		0		1,224,131		10,005,811		6,230		1,224,131		10,012,041		11,236,172		416,806	2020	40 Years
Kankakee, IL		0		107,139		1,185,653		0		107,139		1,185,653		1,292,792		34,501	2020	40 Years
Manteno, IL		0		71,681		1,213,963		37,938		71,681		1,251,901		1,323,582		31,058	2020	40 Years
Oswego, IL		0		373,727		2,715,101		16,092		373,727		2,731,193		3,104,920		68,179	2020	40 Years
Rockton, IL		0		367,154		1,526,399		0		367,154		1,526,399		1,893,553		38,160	2020	40 Years
Elkhart, IN		0		173,631		972,629		7,992		173,631		980,621		1,154,252		24,465	2020	40 Years
Franklin, IN		0		979,332		1,548,523		7,993		979,332		1,556,516		2,535,848		38,863	2020	40 Years
Indianapolis, IN		0		251,149		1,550,984		0		251,149		1,550,984		1,802,133		41,989	2020	40 Years
Noblesville, IN		0		259,582		1,611,431		0		259,582		1,611,431		1,871,013		77,214	2020	40 Years
Peru, IN		0		202,110		1,501,247		0		202,110		1,501,247		1,703,357		56,297	2020	40 Years
Rockville, IN		0		436,457		1,601,972		(75,085)		436,457		1,526,887		1,963,344		38,617	2020	40 Years
Derby, KS		0		440,419		2,367,428		0		440,419		2,367,428		2,807,847		78,777	2020	40 Years
Independence, KS		0		200,329		1,426,975		(75,085)		200,329		1,351,890		1,552,219		34,242	2020	40 Years
Shwanee, KS		0		2,594,271		2,766,524		0		2,594,271		2,766,524		5,360,795		103,646	2020	40 Years
Wichita, KS		0		834,377		2,338,612		0		834,377		2,338,612		3,172,989		87,600	2020	40 Years

F-62

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Wichita, KS		0		2,031,526		1,974,595		0		2,031,526		1,974,595		4,006,121		73,949	2020	40 Years
Wichita, KS		0		1,194,939		2,062,020		0		1,194,939		2,062,020		3,256,959		77,228	2020	40 Years
Wichita, KS		0		2,171,260		2,235,093		0		2,171,260		2,235,093		4,406,353		83,816	2020	40 Years
Louisa, KY		0		242,391		1,177,975		6,975		242,391		1,184,950		1,427,341		34,488	2020	40 Years
Louisville, KY		0		2,185,678		3,081,512		5,300		2,185,678		3,086,812		5,272,490		154,076	2020	40 Years
Louisville, KY		0		208,346		621,820		0		208,346		621,820		830,166		21,963	2020	40 Years
Amite City, LA		0		264,208		930,655		7,080		264,208		937,735		1,201,943		31,019	2020	40 Years
Baton Rouge, LA		0		377,270		1,225,020		0		377,270		1,225,020		1,602,290		58,522	2020	40 Years
Denham Springs, LA		0		398,006		1,484,613		0		398,006		1,484,613		1,882,619		49,462	2020	40 Years
Dequincy, LA		0		288,426		969,725		0		288,426		969,725		1,258,151		34,344	2020	40 Years
Gibson, LA		0		414,855		1,252,765		4,509		414,855		1,257,274		1,672,129		49,553	2020	40 Years
Gonzales, LA		0		688,032		2,457,035		249,808		688,032		2,706,843		3,394,875		76,276	2020	40 Years
Hammond, LA		0		367,215		2,243,382		249,809		367,215		2,493,191		2,860,406		60,763	2020	40 Years
Laplace, LA		0		1,971,887		8,537,415		0		1,971,887		8,537,415		10,509,302		355,589	2020	40 Years
Springhill, LA		0		438,507		2,335,035		14,125		438,507		2,349,160		2,787,667		58,730	2020	40 Years
Dorchester, MA		0		4,815,990		923,841		13,041		4,815,990		936,882		5,752,872		25,242	2020	40 Years
East Wareham, MA		0		590,052		1,525,359		8,780		590,052		1,534,139		2,124,191		41,390	2020	40 Years
Pittsfield, MA		0		4,127,428		0		0		4,127,428		0		4,127,428		0	2020
Pittsfield, MA		0		5,087,945		0		0		5,087,945		0		5,087,945		0	2020
Taunton, MA		0		1,005,673		8,352,646		0		1,005,673		8,352,646		9,358,319		417,632	2020	40 Years
Aberdeen, MD		0		758,616		1,712,723		0		758,616		1,712,723		2,471,339		85,636	2020	40 Years
Baltimore, MD		0		3,031,879		0		36,709		3,068,588		0		3,068,588		0	2020
Cockeysville, MD		0		2,209,572		0		20,283		2,229,855		0		2,229,855		0	2020
Hagerstown, MD		0		1,009,779		1,285,162		0		1,009,779		1,285,162		2,294,941		61,581	2020	40 Years
Owings Mills, MD		0		2,154,954		3,017,368		1,750		2,154,954		3,019,118		5,174,072		94,178	2020	40 Years
Augusta, ME		0		1,627,817		0		0		1,627,817		0		1,627,817		0	2020
Benton Harbor, MI		0		385,355		1,090,802		7,992		385,355		1,098,794		1,484,149		27,420	2020	40 Years
Cedar Springs, MI		0		346,310		1,907,232		0		346,310		1,907,232		2,253,542		47,681	2020	40 Years
Grayling, MI		0		277,355		521,492		925		277,355		522,417		799,772		19,427	2020	40 Years
Hart, MI		0		1,336,141		1,294,095		0		1,336,141		1,294,095		2,630,236		56,356	2020	40 Years
Holland, MI		0		108,733		1,773,459		0		108,733		1,773,459		1,882,192		88,673	2020	40 Years
Howell, MI		0		601,610		1,491,797		300		601,610		1,492,097		2,093,707		58,900	2020	40 Years
Jonesville, MI		0		1,171,853		8,871,307		0		1,171,853		8,871,307		10,043,160		369,504	2020	40 Years
Monroe, MI		0		1,315,043		9,131,436		0		1,315,043		9,131,436		10,446,479		285,132	2020	40 Years
Omer, MI		0		165,126		828,778		0		165,126		828,778		993,904		39,712	2020	40 Years
Owosso, MI		0		299,521		2,240,764		0		299,521		2,240,764		2,540,285		112,038	2020	40 Years
Taylor, MI		0		338,092		1,017,043		0		338,092		1,017,043		1,355,135		31,616	2020	40 Years

F-63

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Traverse City, MI		0		337,556		3,980,018		(48,115)		337,556		3,931,903		4,269,459		114,681	2020	40 Years
Apple Valley, MN		0		814,086		2,665,167		0		814,086		2,665,167		3,479,253		77,664	2020	40 Years
Blaine, MN		0		497,750		2,998,249		7,993		497,750		3,006,242		3,503,992		75,106	2020	40 Years
Chanhassen, MN		0		1,664,359		11,222		0		1,675,581		0		1,675,581		0	2020
Glyndon, MN		0		131,845		853,575		0		131,845		853,575		985,420		42,678	2020	40 Years
Hill City, MN		0		66,391		996,428		0		66,391		996,428		1,062,819		49,821	2020	40 Years
Holdingford, MN		0		276,722		1,078,003		0		276,722		1,078,003		1,354,725		53,900	2020	40 Years
Ottertail, MN		0		209,929		897,043		0		209,929		897,043		1,106,972		44,852	2020	40 Years
Arnold, MO		0		846,894		2,392,044		7,993		846,894		2,400,037		3,246,931		59,951	2020	40 Years
Leeton, MO		0		192,069		1,109,261		0		192,069		1,109,261		1,301,330		43,908	2020	40 Years
Liberty, MO		0		367,591		4,348,251		0		367,591		4,348,251		4,715,842		153,749	2020	40 Years
Northmoor, MO		0		551,491		1,723,994		0		551,491		1,723,994		2,275,485		60,968	2020	40 Years
Platte City, MO		0		766,613		2,501,154		21,647		766,613		2,522,801		3,289,414		62,796	2020	40 Years
Richmond Heights, MO		0		3,305,260		2,531,065		0		3,305,260		2,531,065		5,836,325		94,915	2020	40 Years
Sheldon, MO		0		168,799		1,017,992		0		168,799		1,017,992		1,186,791		40,296	2020	40 Years
Thayer, MO		0		685,788		1,968,043		2,200		685,788		1,970,243		2,656,031		81,892	2020	40 Years
Union, MO		0		270,233		1,041,690		0		270,233		1,041,690		1,311,923		36,830	2020	40 Years
Brandon, MS		0		526,657		1,575,241		0		526,657		1,575,241		2,101,898		49,112	2020	40 Years
Flowood, MS		0		1,625,494		6,417,821		7,430		1,625,494		6,425,251		8,050,745		244,251	2020	40 Years
Flowood, MS		0		759,912		2,383,348		0		759,912		2,383,348		3,143,260		74,392	2020	40 Years
Gore Springs, MS		0		188,141		951,645		48,115		188,141		999,760		1,187,901		40,469	2020	40 Years
Greenwood, MS		0		150,855		903,459		0		150,855		903,459		1,054,314		37,256	2020	40 Years
Greenwood, MS		0		137,312		1,154,001		0		137,312		1,154,001		1,291,313		43,112	2020	40 Years
Grenada, MS		0		187,855		947,888		0		187,855		947,888		1,135,743		39,107	2020	40 Years
Gulfport, MS		0		597,617		2,692,177		1,275		597,617		2,693,452		3,291,069		128,764	2020	40 Years
Madison, MS		0		1,437,048		6,194,546		0		1,437,048		6,194,546		7,631,594		193,513	2020	40 Years
Oxford, MS		0		547,606		993,807		7,992		547,606		1,001,799		1,549,405		24,995	2020	40 Years
Southaven, MS		0		259,300		864,055		21,364		259,300		885,419		1,144,719		27,489	2020	40 Years
Wiggins, MS		0		639,466		2,563,263		128		639,466		2,563,391		3,202,857		85,422	2020	40 Years
Asheville, NC		0		5,132,913		0		17,171		5,150,084		0		5,150,084		0	2020
Atlantic Beach, NC		0		261,338		1,156,375		0		261,338		1,156,375		1,417,713		38,453	2020	40 Years
Beaufort, NC		0		375,437		1,417,587		0		375,437		1,417,587		1,793,024		47,160	2020	40 Years
Boone, NC		0		4,795,569		9,543,185		1,001		4,795,569		9,544,186		14,339,755		457,155	2020	40 Years
Buxton, NC		0		209,947		1,186,030		0		209,947		1,186,030		1,395,977		39,442	2020	40 Years
Cary, NC		0		253,081		1,018,159		0		253,081		1,018,159		1,271,240		34,211	2020	40 Years
Chapel Hill, NC		0		22,437,345		0		(808,470)		21,628,875		0		21,628,875		0	2020
Charlotte, NC		0		978,304		1,328,283		0		978,304		1,328,283		2,306,587		57,999	2020	40 Years

F-64

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Concord, NC		0		952,393		1,398,319		0		952,393		1,398,319		2,350,712		64,090	2020	40 Years
Dallas, NC		0		309,847		1,008,936		0		309,847		1,008,936		1,318,783		37,749	2020	40 Years
Durham, NC		0		229,232		1,169,836		0		229,232		1,169,836		1,399,068		38,902	2020	40 Years
Elkin, NC		0		292,234		1,884,674		10,255		292,234		1,894,929		2,187,163		47,309	2020	40 Years
Elm City, NC		0		447,081		1,401,379		0		447,081		1,401,379		1,848,460		46,620	2020	40 Years
Emerald Isle, NC		0		316,187		1,125,842		0		316,187		1,125,842		1,442,029		37,435	2020	40 Years
Fuquay-Varina, NC		0		4,398,922		10,142,102		0		4,398,922		10,142,102		14,541,024		485,976	2020	40 Years
Garner, NC		0		216,566		1,170,660		0		216,566		1,170,660		1,387,226		38,929	2020	40 Years
Goldsboro, NC		0		246,160		1,227,984		0		246,160		1,227,984		1,474,144		40,840	2020	40 Years
Goldsboro, NC		0		243,355		1,135,304		0		243,355		1,135,304		1,378,659		37,751	2020	40 Years
Greensboro, NC		0		272,962		1,126,017		0		272,962		1,126,017		1,398,979		37,441	2020	40 Years
Greenville, NC		0		161,533		1,095,964		0		161,533		1,095,964		1,257,497		36,439	2020	40 Years
Harkers Island, NC		0		964,627		2,109,360		0		964,627		2,109,360		3,073,987		70,312	2020	40 Years
Jacksonville, NC		0		405,135		1,122,908		0		405,135		1,122,908		1,528,043		37,430	2020	40 Years
Jacksonville, NC		0		3,213,710		10,021,579		0		3,213,710		10,021,579		13,235,289		313,027	2020	40 Years
Jacksonville, NC		0		295,296		1,426,015		12,096		295,296		1,438,111		1,733,407		35,877	2020	40 Years
Kinston, NC		0		358,915		1,016,305		0		358,915		1,016,305		1,375,220		33,877	2020	40 Years
Knotts Island, NC		0		129,285		1,232,265		0		129,285		1,232,265		1,361,550		41,076	2020	40 Years
Morehead City, NC		0		201,436		934,453		0		201,436		934,453		1,135,889		31,148	2020	40 Years
Randleman, NC		0		1,368,987		8,954,905		0		1,368,987		8,954,905		10,323,892		429,089	2020	40 Years
Randleman, NC		0		1,834,106		0		19,174		1,853,280		0		1,853,280		0	2020
Rocky Mount, NC		0		305,766		1,114,117		0		305,766		1,114,117		1,419,883		37,137	2020	40 Years
Rocky Mount, NC		0		206,675		960,873		0		206,675		960,873		1,167,548		32,029	2020	40 Years
Salisbury, NC		0		990,303		1,019,025		7,993		990,303		1,027,018		2,017,321		25,625	2020	40 Years
Salter Path, NC		0		245,172		1,012,413		0		245,172		1,012,413		1,257,585		33,747	2020	40 Years
Smithfield, NC		0		270,560		1,201,146		0		270,560		1,201,146		1,471,706		40,038	2020	40 Years
Sylva, NC		0		1,776,968		12,026,284		6,026		1,776,968		12,032,310		13,809,278		526,000	2020	40 Years
Waves, NC		0		320,928		1,092,703		0		320,928		1,092,703		1,413,631		36,423	2020	40 Years
Waxhaw, NC		0		679,943		2,377,641		0		679,943		2,377,641		3,057,584		69,277	2020	40 Years
Winston Salem, NC		0		232,299		1,069,191		0		232,299		1,069,191		1,301,490		35,640	2020	40 Years
Winston-Salem, NC		0		282,142		1,316,279		12,095		282,142		1,328,374		1,610,516		33,134	2020	40 Years
Winterville, NC		0		312,123		1,271,222		0		312,123		1,271,222		1,583,345		42,374	2020	40 Years
Stanley, ND		0		346,030		3,299,205		8,430		346,030		3,307,635		3,653,665		144,332	2020	40 Years
Lebanon, NH		0		694,609		3,892,685		61,494		694,609		3,954,179		4,648,788		162,594	2020	40 Years
Budd Lake, NJ		0		2,771,964		0		20,750		2,792,714		0		2,792,714		0	2020
Fairfield, NJ		0		2,358,323		0		24,454		2,382,777		0		2,382,777		0	2020
Paterson, NJ		0		—		0		0		—		0		—		0	2020

F-65

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
						��	Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Clovis, NM		0		74,256		943,641		11,851		74,256		955,492		1,029,748		25,758	2020	40 Years
Albany, NY		0		539,308		1,123,766		0		539,308		1,123,766		1,663,074		37,350	2020	40 Years
Bemus Point, NY		0		49,293		980,218		(53,367)		49,293		926,851		976,144		36,380	2020	40 Years
Candor, NY		0		271,132		1,012,522		(53,367)		271,132		959,155		1,230,287		37,624	2020	40 Years
Conklin, NY		0		247,429		939,529		(53,367)		247,429		886,162		1,133,591		34,887	2020	40 Years
Greene, NY		0		449,997		1,173,666		0		449,997		1,173,666		1,623,663		44,001	2020	40 Years
Hamburg, NY		0		526,596		561,841		4,891		526,596		566,732		1,093,328		14,138	2020	40 Years
Masonville, NY		0		222,228		1,059,364		0		222,228		1,059,364		1,281,592		39,714	2020	40 Years
Medford, NY		0		1,211,908		3,751,279		74		1,211,908		3,751,353		4,963,261		117,081	2020	40 Years
Mount Upton, NY		0		152,379		918,162		0		152,379		918,162		1,070,541		34,431	2020	40 Years
Olean, NY		0		1,224,360		12,197,768		181,275		1,224,360		12,379,043		13,603,403		533,363	2020	40 Years
Pompey, NY		0		774,544		1,437,312		0		774,544		1,437,312		2,211,856		53,899	2020	40 Years
Ripley, NY		0		110,279		756,748		0		110,279		756,748		867,027		28,378	2020	40 Years
Rochester, NY		0		2,391,104		13,146,442		0		2,391,104		13,146,442		15,537,546		410,627	2020	40 Years
Syracuse, NY		0		1,432,858		6,115,247		0		1,432,858		6,115,247		7,548,105		267,328	2020	40 Years
Wainscott, NY		0		4,544,060		4,084,794		0		4,544,060		4,084,794		8,628,854		178,577	2020	40 Years
Watertown, NY		0		523,013		1,323,771		7,380		523,013		1,331,151		1,854,164		41,384	2020	40 Years
Boardman, OH		0		483,754		1,817,047		0		483,754		1,817,047		2,300,801		64,294	2020	40 Years
Carrollton, OH		0		251,046		1,593,367		0		251,046		1,593,367		1,844,413		69,465	2020	40 Years
Chillicothe, OH		0		760,959		10,507,546		0		760,959		10,507,546		11,268,505		459,534	2020	40 Years
Cincinnati, OH		0		381,550		1,651,643		0		381,550		1,651,643		2,033,193		58,436	2020	40 Years
Columbus, OH		0		1,689,259		6,937,214		0		1,689,259		6,937,214		8,626,473		250,267	2020	40 Years
Defiance, OH		0		127,517		1,407,734		(75,085)		127,517		1,332,649		1,460,166		33,761	2020	40 Years
Dunkirk, OH		0		230,958		1,069,772		4,508		230,958		1,074,280		1,305,238		42,356	2020	40 Years
Hudson, OH		0		548,279		763,934		4,891		548,279		768,825		1,317,104		19,190	2020	40 Years
Mason, OH		0		4,470,714		11,479,943		7,630		4,470,714		11,487,573		15,958,287		382,640	2020	40 Years
Massillon, OH		0		118,153		1,177,205		7,992		118,153		1,185,197		1,303,350		29,580	2020	40 Years
Mayfield Heights, OH		0		696,965		987,268		4,891		696,965		992,159		1,689,124		24,773	2020	40 Years
Oregon, OH		0		4,915,676		11,980,299		0		4,915,676		11,980,299		16,895,975		349,284	2020	40 Years
Parma, OH		0		1,292,437		9,410		(1)		1,301,846		0		1,301,846		0	2020
Toledo, OH		0		8,645,091		30,638		0		8,675,729		0		8,675,729		0	2020
Toledo, OH		0		4,950,900		8,979,618		0		4,950,900		8,979,618		13,930,518		261,843	2020	40 Years
Westerville, OH		0		946,988		1,786,197		4,891		946,988		1,791,088		2,738,076		44,747	2020	40 Years
Westerville, OH		0		690,653		1,402,190		801,642		690,653		2,203,832		2,894,485		49,461	2020	40 Years
Checotah, OK		0		151,906		862,730		0		151,906		862,730		1,014,636		37,717	2020	40 Years
Elk City, OK		0		507,204		3,969,937		0		507,204		3,969,937		4,477,141		148,741	2020	40 Years
Moore, OK		0		1,649,938		1,480,239		7,993		1,649,938		1,488,232		3,138,170		37,156	2020	40 Years

F-66

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Oklahoma City, OK		0		356,795		1,349,469		0		356,795		1,349,469		1,706,264		47,734	2020	40 Years
Eugene, OR		0		4,253,602		7,543,456		0		4,253,602		7,543,456		11,797,058		235,639	2020	40 Years
Seaside, OR		0		376,612		5,093,532		1,875		376,612		5,095,407		5,472,019		190,903	2020	40 Years
Bristol, PA		0		1,201,361		9,382		0		1,210,743		—		1,210,743		0	2020
Lawrence Township, PA		0		225,955		1,552,979		16,800		225,955		1,569,779		1,795,734		61,472	2020	40 Years
Nescopeck, PA		0		428,452		1,362,404		0		428,452		1,362,404		1,790,856		48,252	2020	40 Years
New Milford, PA		0		206,824		1,139,407		4,509		206,824		1,143,916		1,350,740		45,112	2020	40 Years
Orangeville, PA		0		201,441		1,065,583		0		201,441		1,065,583		1,267,024		33,299	2020	40 Years
Port Trevorton, PA		0		143,540		955,027		4,508		143,540		959,535		1,103,075		37,814	2020	40 Years
Tobyhanna, PA		0		181,003		1,066,380		4,509		181,003		1,070,889		1,251,892		42,222	2020	40 Years
Wellsboro, PA		0		165,062		1,091,790		0		165,062		1,091,790		1,256,852		27,295	2020	40 Years
Whitehall, PA		0		1,139,318		2,964,839		526,241		1,139,318		3,491,080		4,630,398		156,123	2020	40 Years
Chapin, SC		0		237,432		1,540,336		0		237,432		1,540,336		1,777,768		54,423	2020	40 Years
Clemson, SC		0		501,288		1,898,545		6,845		501,288		1,905,390		2,406,678		79,128	2020	40 Years
Columbia, SC		0		1,233,052		5,532,637		0		1,233,052		5,532,637		6,765,689		241,813	2020	40 Years
Columbia, SC		0		354,953		1,670,857		0		354,953		1,670,857		2,025,810		52,141	2020	40 Years
Greer, SC		0		426,062		1,800,058		0		426,062		1,800,058		2,226,120		86,253	2020	40 Years
Irmo, SC		0		274,327		729,177		0		274,327		729,177		1,003,504		22,787	2020	40 Years
Myrtle Beach, SC		0		858,941		1,377,893		0		858,941		1,377,893		2,236,834		66,024	2020	40 Years
Myrtle Beach, SC		0		389,784		915,150		7,993		389,784		923,143		1,312,927		23,028	2020	40 Years
Pageland, SC		0		305,018		2,185,114		24,897		305,018		2,210,011		2,515,029		59,498	2020	40 Years
Vermillion, SD		0		182,981		1,352,667		186,311		182,981		1,538,978		1,721,959		53,760	2020	40 Years
Yankton, SD		0		197,328		985,756		7,993		197,328		993,749		1,191,077		24,794	2020	40 Years
Cleveland, TN		0		1,060,966		1,508,917		0		1,060,966		1,508,917		2,569,883		72,302	2020	40 Years
Henderson, TN		0		109,252		705,187		0		109,252		705,187		814,439		21,983	2020	40 Years
Kimball, TN		0		1,509,366		11,782,512		0		1,509,366		11,782,512		13,291,878		441,631	2020	40 Years
Knoxville, TN		0		4,110,394		12,554,772		0		4,110,394		12,554,772		16,665,166		470,659	2020	40 Years
Knoxville, TN		0		210,544		1,396,261		0		210,544		1,396,261		1,606,805		43,515	2020	40 Years
Lakeland, TN		0		237,682		795,446		0		237,682		795,446		1,033,128		24,804	2020	40 Years
Nashville, TN		0		556,406		980,902		0		556,406		980,902		1,537,308		44,867	2020	40 Years
Nashville, TN		0		355,577		1,331,745		0		355,577		1,331,745		1,687,322		47,106	2020	40 Years
Seymour, TN		0		187,929		1,302,250		0		187,929		1,302,250		1,490,179		46,042	2020	40 Years
Tullahoma, TN		0		1,206,870		9,840,853		12,758		1,206,870		9,853,611		11,060,481		266,747	2020	40 Years
Belton, TX		0		587,479		2,228,889		0		587,479		2,228,889		2,816,368		64,936	2020	40 Years
Comanche, TX		0		93,935		1,213,190		0		93,935		1,213,190		1,307,125		60,660	2020	40 Years
Conroe, TX		0		1,227,703		0		4,880		1,232,583		—		1,232,583		0	2020
Converse, TX		0		1,425,000		471,349		0		1,425,000		471,349		1,896,349		16,523	2020	40 Years

F-67

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Converse, TX		0		200,802		1,642,854		8,674		200,802		1,651,528		1,852,330		44,508	2020	40 Years
Cuero, TX		0		361,553		2,937,261		0		361,553		2,937,261		3,298,814		91,734	2020	40 Years
Dayton, TX		0		167,367		1,222,272		9,162		167,367		1,231,434		1,398,801		30,729	2020	40 Years
Devine, TX		0		307,379		1,194,057		0		307,379		1,194,057		1,501,436		37,314	2020	40 Years
El Paso, TX		0		5,085,368		9,188,052		17,206		5,085,368		9,205,258		14,290,626		382,800	2020	40 Years
Euless, TX		0		802,881		1,599,698		0		802,881		1,599,698		2,402,579		59,989	2020	40 Years
Gonzales, TX		0		382,828		2,667,952		0		382,828		2,667,952		3,050,780		83,313	2020	40 Years
Harker Heights, TX		0		659,665		863,417		0		659,665		863,417		1,523,082		26,982	2020	40 Years
Harker Heights, TX		0		1,564,673		806,551		12,204		1,564,673		818,755		2,383,428		20,384	2020	40 Years
Harlingen, TX		0		231,002		2,423,937		196,346		231,002		2,620,283		2,851,285		79,078	2020	40 Years
Houston, TX		0		5,229,809		6,223,821		22,179		5,229,809		6,246,000		11,475,809		212,020	2020	40 Years
Houston, TX		0		812,409		2,365,951		0		812,409		2,365,951		3,178,360		73,872	2020	40 Years
Houston, TX		0		835,464		5,596		17,094		858,154		0		858,154		—	2020
Humble, TX		0		595,712		2,044,118		0		595,712		2,044,118		2,639,830		80,813	2020	40 Years
La Feria, TX		0		44,473		1,170,246		6,975		44,473		1,177,221		1,221,694		34,263	2020	40 Years
Lake Jackson, TX		0		898,275		1,791,093		7,992		898,275		1,799,085		2,697,360		44,927	2020	40 Years
Lewisville, TX		0		1,033,074		1,746,113		0		1,033,074		1,746,113		2,779,187		65,480	2020	40 Years
Lubbock, TX		0		332,773		933,072		4,891		332,773		937,963		1,270,736		23,419	2020	40 Years
Lubbock, TX		0		1,884,836		5,897,417		38,387		1,884,836		5,935,804		7,820,640		148,108	2020	40 Years
Mansfield, TX		0		1,116,200		1,554,255		7,992		1,116,200		1,562,247		2,678,447		39,006	2020	40 Years
Mckinney, TX		0		2,304,155		1,862,729		7,993		2,304,155		1,870,722		4,174,877		46,718	2020	40 Years
Rhome, TX		0		477,504		2,267,040		21,819		477,504		2,288,859		2,766,363		57,061	2020	40 Years
Saginaw, TX		0		318,799		734,538		0		318,799		734,538		1,053,337		22,901	2020	40 Years
San Antonio, TX		0		947,884		884,952		7,993		947,884		892,945		1,840,829		22,274	2020	40 Years
Terrell, TX		0		1,065,186		3,244,273		0		1,065,186		3,244,273		4,309,459		162,215	2020	40 Years
Tomball, TX		0		789,415		1,258,695		7,992		789,415		1,266,687		2,056,102		31,617	2020	40 Years
Weslaco, TX		0		921,078		2,179,132		(581)		921,078		2,178,551		3,099,629		55,153	2020	40 Years
Wylie, TX		0		1,386,391		1,793,944		7,993		1,386,391		1,801,937		3,188,328		44,998	2020	40 Years
Chester, VA		0		389,357		0		37,083		426,440		0		426,440		—	2020
Galax, VA		0		160,074		1,185,312		14,576		160,074		1,199,888		1,359,962		32,359	2020	40 Years
Henrico, VA		0		439,174		1,681,279		36,356		439,174		1,717,635		2,156,809		43,065	2020	40 Years
Lynchburg, VA		0		241,396		890,833		12,096		241,396		902,929		1,144,325		22,498	2020	40 Years
Burlington, WI		0		1,121,515		3,220,272		7,993		1,121,515		3,228,265		4,349,780		80,657	2020	40 Years
Germantown, WI		0		617,945		1,199,846		7,993		617,945		1,207,839		1,825,784		30,146	2020	40 Years
Minocqua, WI		0		226,898		2,866,258		680		226,898		2,866,938		3,093,836		83,482	2020	40 Years
Mt. Pleasant, WI		0		1,705,035		14,386,315		0		1,705,035		14,386,315		16,091,350		449,427	2020	40 Years
Portage, WI		0		800,764		3,052,566		0		800,764		3,052,566		3,853,330		101,715	2020	40 Years

F-68

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Vienna, WV		—		141,299		1,283,342		—		141,299		1,283,342		1,424,641		64,168	2020	40 Years
Cheyenne, WY		—		884,988		2,104,537		7,993		884,988		2,112,530		2,997,518		52,763	2020	40 Years
Gadsden, AL		—		1,516,549		—		—		1,516,549		—		1,516,549		—	2021
Jasper, AL		—		733,824		5,508,628		—		733,824		5,508,628		6,242,452		34,359	2021	40 Years
Pelham, AL		—		919,330		2,327,831		—		919,330		2,327,831		3,247,161		53,346	2021	40 Years
Theodore, AL		—		121,550		1,211,283		—		121,550		1,211,283		1,332,833		—	2021	40 Years
Bentonville, AR		—		2,278,930		1,199,562		—		2,278,930		1,199,562		3,478,492		22,477	2021	40 Years
Jonesboro, AR		—		345,738		1,279,134		—		345,738		1,279,134		1,624,872		—	2021	40 Years
Little Rock, AR		—		2,050,887		1,527,796		—		2,050,887		1,527,796		3,578,683		18,958	2021	40 Years
Springdale, AR		—		1,331,671		1,696,714		—		1,331,671		1,696,714		3,028,385		14,123	2021	40 Years
Avondale, AZ		—		399,574		2,237,087		—		399,574		2,237,087		2,636,661		—	2021	40 Years
Winslow, AZ		—		375,135		999,436		—		375,135		999,436		1,374,571		12,395	2021	40 Years
Colton, CA		—		2,917,244		6,274,140		—		2,917,244		6,274,140		9,191,384		143,746	2021	40 Years
Colton, CA		—		904,398		—		—		904,398		—		904,398		—	2021
Elk Grove, CA		—		1,692,244		3,387,901		—		1,692,244		3,387,901		5,080,145		77,639	2021	40 Years
Pleasant Hill, CA		—		17,618,136		—		—		17,618,136		—		17,618,136		—	2021
Sacramento, CA		—		2,962,751		14,367,331		—		2,962,751		14,367,331		17,330,082		29,858	2021	40 Years
Van Nuys, CA		—		10,821,454		6,196,785		—		10,821,454		6,196,785		17,018,239		—	2021	40 Years
Silverthorne, CO		—		4,368,862		6,781,801		—		4,368,862		6,781,801		11,150,663		—	2021	40 Years
Colchester, CT		—		503,706		5,280,982		—		503,706		5,280,982		5,784,688		88,016	2021	40 Years
Orange, CT		—		2,155,182		2,723,325		—		2,155,182		2,723,325		4,878,507		28,051	2021	40 Years
Stratford, CT		—		993,610		6,285,488		—		993,610		6,285,488		7,279,098		39,233	2021	40 Years
Wallingford, CT		—		4,598,776		19,587,021		—		4,598,776		19,587,021		24,185,797		203,887	2021	40 Years
Wallingford, CT		—		13,491,385		4,628,672		—		13,491,385		4,628,672		18,120,057		11,403	2021	40 Years
Bridgeville, DE		—		2,496,605		—		—		2,496,605		—		2,496,605		—	2021
Daytona Beach, FL		—		3,248,529		—		—		3,248,529		—		3,248,529		—	2021
Daytona Beach, FL		—		2,949,873		7,123,762		—		2,949,873		7,123,762		10,073,635		29,533	2021	40 Years
Fort Walton Beach, FL		—		691,891		1,034,268		—		691,891		1,034,268		1,726,159		17,154	2021	40 Years
Hialeah, FL		—		4,971,380		—		—		4,971,380		—		4,971,380		—	2021
Hollywood, FL		—		804,622		3,907,841		—		804,622		3,907,841		4,712,463		57,000	2021	40 Years
Homestead, FL		—		545,581		1,461,745		—		545,581		1,461,745		2,007,326		36,329	2021	40 Years
Jacksonville, FL		—		1,072,558		756,285		—		1,072,558		756,285		1,828,843		14,058	2021	40 Years
Merritt Island, FL		—		422,211		2,372,216		—		422,211		2,372,216		2,794,427		14,767	2021	40 Years
Naples, FL		—		1,453,431		—		—		1,453,431		—		1,453,431		—	2021
Naples, FL		—		1,190,857		—		—		1,190,857		—		1,190,857		—	2021
Naples, FL		—		8,035,701		10,505,521		—		8,035,701		10,505,521		18,541,222		65,181	2021	40 Years
Orlando, FL		—		1,039,722		—		—		1,039,722		—		1,039,722		—	2021

F-69

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Pembroke Pines, FL		—		2,285,774		—		—		2,285,774		—		2,285,774		—	2021
Sarasota, FL		—		1,178,923		922,936		—		1,178,923		922,936		2,101,859		7,675	2021	40 Years
Tampa, FL		—		439,430		—		—		439,430		—		439,430		—	2021
Vero Beach, FL		—		1,046,780		—		—		1,046,780		—		1,046,780		—	2021
Yulee, FL		—		2,262,371		7,246,236		—		2,262,371		7,246,236		9,508,607		90,005	2021	40 Years
Athens, GA		—		68,943		6,048,020		—		68,943		6,048,020		6,116,963		87,778	2021	40 Years
Buford, GA		—		933,105		1,460,129		—		933,105		1,460,129		2,393,234		17,631	2021	40 Years
Conyers, GA		—		347,441		2,622,249		—		347,441		2,622,249		2,969,690		—	2021	40 Years
Dublin, GA		—		217,337		605,199		—		217,337		605,199		822,536		3,783	2021	40 Years
Gray, GA		—		148,268		1,074,924		—		148,268		1,074,924		1,223,192		17,888	2021	40 Years
Jefferson, GA		—		527,074		931,010		—		527,074		931,010		1,458,084		3,783	2021	40 Years
Jonesboro, GA		—		344,270		1,576,064		—		344,270		1,576,064		1,920,334		3,232	2021	40 Years
Kingsland, GA		—		185,047		2,599,400		—		185,047		2,599,400		2,784,447		21,588	2021	40 Years
Marietta, GA		—		1,177,865		1,833,593		—		1,177,865		1,833,593		3,011,458		42,020	2021	40 Years
Rome, GA		—		1,380,532		—		—		1,380,532		—		1,380,532		—	2021
Stockbridge, GA		—		278,080		1,479,158		—		278,080		1,479,158		1,757,238		—	2021	40 Years
Thomson, GA		—		257,455		1,291,280		—		257,455		1,291,280		1,548,735		—	2021	40 Years
Centerville, IA		—		182,203		2,115,086		—		182,203		2,115,086		2,297,289		30,671	2021	40 Years
Des Moines, IA		—		902,749		—		—		902,749		—		902,749		—	2021
Mason City, IA		—		869,564		3,270,795		—		869,564		3,270,795		4,140,359		45,487	2021	40 Years
Nampa, ID		—		229,425		1,558,507		—		229,425		1,558,507		1,787,932		16,214	2021	40 Years
Bloomingdale, IL		—		5,377,240		9,661,090		—		5,377,240		9,661,090		15,038,330		180,902	2021	40 Years
Bloomington, IL		—		239,089		1,826,238		—		239,089		1,826,238		2,065,327		19,003	2021	40 Years
Bourbonnais, IL		—		1,593,823		1,525,782		—		1,593,823		1,525,782		3,119,605		3,143	2021	40 Years
Carbondale, IL		—		496,342		1,025,021		—		496,342		1,025,021		1,521,363		8,526	2021	40 Years
Champaign, IL		—		3,112,523		4,504,390		—		3,112,523		4,504,390		7,616,913		27,901	2021	40 Years
Charleston, IL		—		2,650,341		—		—		2,650,341		—		2,650,341		—	2021
Chicago, IL		—		698,854		1,412,178		—		698,854		1,412,178		2,111,032		32,224	2021	40 Years
Coal City, IL		—		453,744		1,080,622		—		453,744		1,080,622		1,534,366		20,089	2021	40 Years
East Dundee, IL		—		1,567,806		—		—		1,567,806		—		1,567,806		—	2021
East Peoria, IL		—		2,404,155		—		—		2,404,155		—		2,404,155		—	2021
Hampshire, IL		—		3,866,229		—		—		3,866,229		—		3,866,229		—	2021
Huntley, IL		—		2,089,500		—		—		2,089,500		—		2,089,500		—	2021
Joliet, IL		—		536,897		3,011,274		—		536,897		3,011,274		3,548,171		62,365	2021	40 Years
Lakemoor, IL		—		987,967		—		—		987,967		—		987,967		—	2021
Lombard, IL		—		5,480,904		—		—		5,480,904		—		5,480,904		—	2021
Mount Prospect, IL		—		885,540		—		—		885,540		—		885,540		—	2021

F-70

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Naperville, IL		—		3,973,788		12,799,047		—		3,973,788		12,799,047		16,772,835		79,617	2021	40 Years
Rockford, IL		—		563,262		1,471,698		—		563,262		1,471,698		2,034,960		27,362	2021	40 Years
Romeoville, IL		—		4,835,683		—		—		4,835,683		—		4,835,683		—	2021
Schiller Park, IL		—		2,585,445		—		—		2,585,445		—		2,585,445		—	2021
Sheffield, IL		—		217,455		998,824		—		217,455		998,824		1,216,279		2,060	2021	40 Years
South Chicago Heights, IL		—		205,849		1,452,724		—		205,849		1,452,724		1,658,573		15,113	2021	40 Years
South Elgin, IL		—		648,899		3,916,025		—		648,899		3,916,025		4,564,924		8,077	2021	40 Years
South Elgin, IL		—		985,408		2,746,744		—		985,408		2,746,744		3,732,152		17,074	2021	40 Years
Streator, IL		—		203,924		1,040,180		—		203,924		1,040,180		1,244,104		2,146	2021	40 Years
Westchester, IL		—		296,452		1,252,538		—		296,452		1,252,538		1,548,990		10,438	2021	40 Years
Westmont, IL		—		2,284,013		8,912,960		—		2,284,013		8,912,960		11,196,973		185,326	2021	40 Years
Bedford, IN		—		239,065		956,272		—		239,065		956,272		1,195,337		1,972	2021	40 Years
Brownburg, IN		—		329,868		3,033,286		—		329,868		3,033,286		3,363,154		69,513	2021	40 Years
Fort Wayne, IN		—		329,123		1,521,763		—		329,123		1,521,763		1,850,886		3,144	2021	40 Years
Granger, IN		—		406,211		1,459,388		—		406,211		1,459,388		1,865,599		24,323	2021	40 Years
Indianapolis, IN		—		362,907		2,710,927		—		362,907		2,710,927		3,073,834		28,219	2021	40 Years
Atchison, KS		—		298,258		1,193,243		—		298,258		1,193,243		1,491,501		2,480	2021	40 Years
Kiowa, KS		—		20,642		1,469,150		—		20,642		1,469,150		1,489,792		6,066	2021	40 Years
Liberal, KS		—		418,695		6,919,579		—		418,695		6,919,579		7,338,274		72,059	2021	40 Years
Manhattan, KS		—		1,419,099		—		—		1,419,099		—		1,419,099		—	2021
Merriam, KS		—		1,688,893		6,844,926		—		1,688,893		6,844,926		8,533,819		128,195	2021	40 Years
Louisville, KY		—		1,716,439		10,797,925		—		1,716,439		10,797,925		12,514,364		—	2021	40 Years
Bossier City, LA		—		695,883		1,918,101		—		695,883		1,918,101		2,613,984		39,679	2021	40 Years
Chalmette, LA		—		1,041,287		1,521,346		—		1,041,287		1,521,346		2,562,633		9,393	2021	40 Years
Clinton, LA		—		164,982		1,057,099		—		164,982		1,057,099		1,222,081		24,225	2021	40 Years
Independence, LA		—		273,598		1,022,901		—		273,598		1,022,901		1,296,499		—	2021	40 Years
Lake Charles, LA		—		976,288		2,744,759		—		976,288		2,744,759		3,721,047		57,017	2021	40 Years
Pineville, LA		—		136,853		1,307,116		—		136,853		1,307,116		1,443,969		29,879	2021	40 Years
Walker, LA		—		90,393		1,383,507		—		90,393		1,383,507		1,473,900		17,214	2021	40 Years
Abingdon, MA		—		8,465,529		—		—		8,465,529		—		8,465,529		—	2021
Fall River, MA		—		721,506		5,380,883		—		721,506		5,380,883		6,102,389		89,435	2021	40 Years
Pittsfield, MA		—		1,514,648		16,947,554		—		1,514,648		16,947,554		18,462,202		141,214	2021	40 Years
Springfield, MA		—		4,451,982		—		—		4,451,982		—		4,451,982		—	2021
Baltimore, MD		—		1,393,361		2,819,672		—		1,393,361		2,819,672		4,213,033		5,864	2021	40 Years
Baltimore (Gwynn Oak), MD		—		1,225,061		—		—		1,225,061		—		1,225,061		—	2021
Bel Air, MD		—		499,309		—		—		499,309		—		499,309		—	2021
Dundalk, MD		—		746,235		1,564,948		—		746,235		1,564,948		2,311,183		38,909	2021	40 Years

F-71

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Battle Creek, MI		—		101,794		1,083,512		—		101,794		1,083,512		1,185,306		13,315	2021	40 Years
Battle Creek, MI		—		271,928		1,143,856		—		271,928		1,143,856		1,415,784		2,362	2021	40 Years
Grand Rapids, MI		—		925,205		5,848,684		—		925,205		5,848,684		6,773,889		84,791	2021	40 Years
Lansing, MI		—		7,204,001		—		—		7,204,001		—		7,204,001		—	2021
Lansing, MI		—		4,285,184		—		—		4,285,184		—		4,285,184		—	2021
Okemos, MI		—		4,607,749		5,825,877		—		4,607,749		5,825,877		10,433,626		84,827	2021	40 Years
Saginaw, MI		—		285,004		896,731		—		285,004		896,731		1,181,735		—	2021	40 Years
Saginaw, MI		—		1,859,019		—		—		1,859,019		—		1,859,019		—	2021
Saginaw, MI		—		855,000		1,267,920		—		855,000		1,267,920		2,122,920		—	2021	40 Years
Sterling Heights, MI		—		484,463		2,991,098		—		484,463		2,991,098		3,475,561		51,546	2021	40 Years
Taylor, MI		—		403,176		1,862,968		—		403,176		1,862,968		2,266,144		23,190	2021	40 Years
Brooklyn Park, MN		—		2,386,951		2,002,599		—		2,386,951		2,002,599		4,389,550		41,721	2021	40 Years
Burnsville, MN		—		588,062		1,977,978		—		588,062		1,977,978		2,566,040		—	2021	40 Years
Fridley, MN		—		4,775,640		—		—		4,775,640		—		4,775,640		—	2021
Lakeville, MN		—		1,566,580		2,730,817		—		1,566,580		2,730,817		4,297,397		56,811	2021	40 Years
Oakdale, MN		—		4,800,338		12,814,387		—		4,800,338		12,814,387		17,614,725		240,018	2021	40 Years
Savage, MN		—		1,470,298		1,283,392		—		1,470,298		1,283,392		2,753,690		26,656	2021	40 Years
California, MO		—		62,996		1,479,867		—		62,996		1,479,867		1,542,863		24,596	2021	40 Years
Marshfield, MO		—		795,252		4,724,969		—		795,252		4,724,969		5,520,221		78,534	2021	40 Years
Pevely, MO		—		724,554		1,130,540		—		724,554		1,130,540		1,855,094		23,505	2021	40 Years
Sugar Creek, MO		—		488,219		1,038,408		—		488,219		1,038,408		1,526,627		17,238	2021	40 Years
Byhalia, MS		—		150,179		1,417,039		—		150,179		1,417,039		1,567,218		2,912	2021	40 Years
Byram, MS		—		5,279,846		10,832,879		—		5,279,846		10,832,879		16,112,725		157,846	2021	40 Years
Vicksburg, MS		—		705,202		825,075		—		705,202		825,075		1,530,277		5,061	2021	40 Years
Sidney, MT		—		190,517		3,935,720		—		190,517		3,935,720		4,126,237		24,529	2021	40 Years
Cary, NC		—		1,972,755		—		—		1,972,755		—		1,972,755		—	2021
Cary, NC		—		810,927		—		—		810,927		—		810,927		—	2021
Charlotte, NC		—		1,344,585		—		—		1,344,585		—		1,344,585		—	2021
Denver, NC		—		199,637		1,323,072		—		199,637		1,323,072		1,522,709		19,271	2021	40 Years
Denver, NC		—		188,155		702,254		—		188,155		702,254		890,409		10,217	2021	40 Years
Garner, NC		—		545,483		2,714,833		—		545,483		2,714,833		3,260,316		62,215	2021	40 Years
Gastonia, NC		—		261,641		1,033,980		—		261,641		1,033,980		1,295,621		25,850	2021	40 Years
Hickory, NC		—		417,127		1,548,699		—		417,127		1,548,699		1,965,826		6,402	2021	40 Years
High Point, NC		—		367,561		1,427,032		—		367,561		1,427,032		1,794,593		35,676	2021	40 Years
Holly Springs, NC		—		1,298,760		—		—		1,298,760		—		1,298,760		—	2021
Holly Springs, NC		—		996,275		—		—		996,275		—		996,275		—	2021
Holly Springs, NC		—		1,200,518		—		—		1,200,518		—		1,200,518		—	2021

F-72

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A		COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																			Life on
																			Which
																			Depreciation in
																			Latest
								Costs		Gross Amount at Which Carried at									Income
				Initial Cost				Capitalized				Close of Period							Statement is
						Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description		Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Holly Springs, NC			—		1,024,340		—		—		1,024,340		—		1,024,340		—	2021
Holly Springs, NC			—		1,405,020		—		—		1,405,020		—		1,405,020		—	2021
Holly Springs, NC			—		1,611,871		—		—		1,611,871		—		1,611,871		—	2021
Mt. Airy, NC			—		188,167		1,318,013		—		188,167		1,318,013		1,506,180		2,691	2021	40 Years
Statesville, NC			—		1,073,746		6,186,151		—		1,073,746		6,186,151		7,259,897		154,654	2021	40 Years
Statesville, NC			—		742,521		1,547,361		—		742,521		1,547,361		2,289,882		9,671	2021	40 Years
Wilmington, NC			—	��	1,387,879		—		—		1,387,879		—		1,387,879		—	2021
Bottineau, ND			—		680,781		2,851,784		—		680,781		2,851,784		3,532,565		5,934	2021	40 Years
Blair, NE			—		65,927		1,171,950		—		65,927		1,171,950		1,237,877		9,664	2021	40 Years
Crete, NE			—		283,765		4,583,875		—		283,765		4,583,875		4,867,640		19,004	2021	40 Years
Valentine, NE			—		30,526		1,276,252		—		30,526		1,276,252		1,306,778		2,628	2021	40 Years
Wayne, NE			—		24,660		1,211,103		—		24,660		1,211,103		1,235,763		9,990	2021	40 Years
Hooksett, NH			—		2,474,821		—		—		2,474,821		—		2,474,821		—	2021
Hooksett, NH			—		3,660,471		—		—		3,660,471		—		3,660,471		—	2021
Bellmawr, NJ			—		3,517,630		—		—		3,517,630		—		3,517,630		—	2021
Berlin, NJ	��		—		4,487,319		—		—		4,487,319		—		4,487,319		—	2021
East Hanover, NJ			—		2,424,060		—		—		2,424,060		—		2,424,060		—	2021
East Hanover, NJ			—		6,185,969		6,748,014		—		6,185,969		6,748,014		12,933,983		140,061	2021	40 Years
Eatontown, NJ			—		4,073,886		—		—		4,073,886		—		4,073,886		—	2021
Elizabeth, NJ			—		1,389,441		—		—		1,389,441		—		1,389,441		—	2021
Hammonton, NJ			—		4,231,954		—		—		4,231,954		—		4,231,954		—	2021
Lawrenceville, NJ			—		19,909		—		—		19,909		—		19,909		—	2021
Lawrenceville, NJ			—		12,118		—		—		12,118		—		12,118		—	2021
Lawrenceville, NJ			—		—		1,111,855		—		—		1,111,855		1,111,855		22,969	2021	40 Years
Lawrenceville, NJ			—		19,909		—		—		19,909		—		19,909		—	2021
Lawrenceville, NJ			—		19,909		—		—		19,909		—		19,909		—	2021
North Plainfield, NJ			—		1,189,310		1,655,062		—		1,189,310		1,655,062		2,844,372		30,944	2021	40 Years
Parsippany, NJ			—		4,683,017		—		—		4,683,017		—		4,683,017		—	2021
Parsippany, NJ			—		896,104		1,977,903		—		896,104		1,977,903		2,874,007		24,724	2021	40 Years
Parsippany, NJ			—		20,901,499		—		—		20,901,499		—		20,901,499		—	2021
Pennsauken, NJ			—		3,731,685		—		—		3,731,685		—		3,731,685		—	2021
Randolph, NJ			—		3,550,608		—		—		3,550,608		—		3,550,608		—	2021
Upper Deerfield, NJ			—		194,607		1,729,659		—		194,607		1,729,659		1,924,266		14,396	2021	40 Years
Whippany, NJ			—		3,557,958		—		—		3,557,958		—		3,557,958		—	2021
Woodbine, NJ			—		354,591		1,545,735		—		354,591		1,545,735		1,900,326		38,429	2021	40 Years
Woodbridge, NJ			—		737,212		2,644,765		—		737,212		2,644,765		3,381,977		49,460	2021	40 Years
Albuquerque, NM			—		2,812,052		—		—		2,812,052		—		2,812,052		—	2021

F-73

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Albuquerque, NM		—		433,221		1,163,623		—		433,221		1,163,623		1,596,844		14,410	2021	40 Years
Albuquerque, NM		—		698,506		3,183,377		—		698,506		3,183,377		3,881,883		6,631	2021	40 Years
Espanola, NM		—		5,630,895		—		—		5,630,895		—		5,630,895		—	2021
Kingston, NY		—		515,184		3,795,511		—		515,184		3,795,511		4,310,695		23,472	2021	40 Years
New Rochelle, NY		—		14,519,339		21,244,741		—		14,519,339		21,244,741		35,764,080		309,914	2021	40 Years
Niagara Falls, NY		—		353,653		6,062,345		—		353,653		6,062,345		6,415,998		113,483	2021	40 Years
North Babylon, NY		—		2,090,724		—		—		2,090,724		—		2,090,724		—	2021
Plattsburgh, NY		—		161,089		2,240,530		—		161,089		2,240,530		2,401,619		14,003	2021	40 Years
Rochester, NY		—		1,097,316		7,362,973		—		1,097,316		7,362,973		8,460,289		137,698	2021	40 Years
Scarsdale, NY		—		886,492		1,108,577		—		886,492		1,108,577		1,995,069		6,848	2021	40 Years
Wappingers Falls, NY		—		595,962		3,792,944		—		595,962		3,792,944		4,388,906		63,216	2021	40 Years
Bedford, OH		—		222,469		1,643,801		—		222,469		1,643,801		1,866,270		13,519	2021	40 Years
Canton, OH		—		289,416		1,625,007		—		289,416		1,625,007		1,914,423		3,345	2021	40 Years
Chesepeake, OH		—		314,084		2,102,730		—		314,084		2,102,730		2,416,814		48,085	2021	40 Years
Columbus, OH		—		1,009,008		—		—		1,009,008		—		1,009,008		—	2021
Dayton, OH		—		168,736		1,738,910		—		168,736		1,738,910		1,907,646		10,752	2021	40 Years
Fairview Park, OH		—		1,445,514		5,043,700		—		1,445,514		5,043,700		6,489,214		10,477	2021	40 Years
Gallipolis, OH		—		818,390		2,159,967		—		818,390		2,159,967		2,978,357		49,397	2021	40 Years
Geneva, OH		—		193,381		1,317,460		—		193,381		1,317,460		1,510,841		10,853	2021	40 Years
Groveport, OH		—		386,687		1,166,510		—		386,687		1,166,510		1,553,197		19,297	2021	40 Years
Hillard, OH		—		1,030,560		—		—		1,030,560		—		1,030,560		—	2021
Hilliard, OH		—		1,152,478		—		—		1,152,478		—		1,152,478		—	2021
Hilliard, OH		—		1,041,080		—		—		1,041,080		—		1,041,080		—	2021
Hilliard, OH		—		707,910		—		—		707,910		—		707,910		—	2021
Hilliard, OH		—		1,428,428		—		—		1,428,428		—		1,428,428		—	2021
Mentor, OH		—		484,808		2,222,441		—		484,808		2,222,441		2,707,249		—	2021	40 Years
Milford Center, OH		—		193,215		924,186		—		193,215		924,186		1,117,401		—	2021	40 Years
NW Lexington, OH		—		670,811		2,171,553		—		670,811		2,171,553		2,842,364		49,662	2021	40 Years
Octa, OH		—		3,303,590		—		—		3,303,590		—		3,303,590		—	2021
Pataskala, OH		—		626,985		1,071,479		—		626,985		1,071,479		1,698,464		8,837	2021	40 Years
Reynoldsburg, OH		—		1,986,486		—		—		1,986,486		—		1,986,486		—	2021
Rocky River, OH		—		4,045,087		—		—		4,045,087		—		4,045,087		—	2021
Rocky River, OH		—		2,151,951		—		—		2,151,951		—		2,151,951		—	2021
Rocky River, OH		—		1,372,577		—		—		1,372,577		—		1,372,577		—	2021
Sidney, OH		—		45,594		1,562,442		—		45,594		1,562,442		1,608,036		12,929	2021	40 Years
Streetsboro, OH		—		199,026		975,438		—		199,026		975,438		1,174,464		—	2021	40 Years
Toledo, OH		—		4,839,262		6,842,158		—		4,839,262		6,842,158		11,681,420		99,648	2021	40 Years

F-74

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Urbana, OH		—		4,690,277		6,963,348		—		4,690,277		6,963,348		11,653,625		101,415	2021	40 Years
Winchester, OH		—		259,544		1,236,805		—		259,544		1,236,805		1,496,349		2,536	2021	40 Years
Atoka, OK		—		335,303		3,504,781		—		335,303		3,504,781		3,840,084		21,835	2021	40 Years
Stillwater, OK		—		501,114		3,252,177		—		501,114		3,252,177		3,753,291		20,242	2021	40 Years
Tillamook, OR		—		1,491,707		5,261,299		—		1,491,707		5,261,299		6,753,006		65,696	2021	40 Years
Cranberry, PA		—		1,677,064		—		—		1,677,064		—		1,677,064		—	2021
Dunmore, PA		—		2,386,896		—		—		2,386,896		—		2,386,896		—	2021
Erie, PA		—		1,545,236		20,023,873		—		1,545,236		20,023,873		21,569,109		83,199	2021	40 Years
Greenville, PA		—		1,117,096		10,381,185		—		1,117,096		10,381,185		11,498,281		—	2021	40 Years
Harrisburg, PA		—		1,276,788		—		—		1,276,788		—		1,276,788		—	2021
Philadelphia, PA		—		547,237		1,503,662		—		547,237		1,503,662		2,050,899		28,116	2021	40 Years
Quakertown, PA		—		1,763,324		—		—		1,763,324		—		1,763,324		—	2021
West Mifflin, PA		—		1,275,400		—		—		1,275,400		—		1,275,400		—	2021
Anderson, SC		—		1,327,346		5,564,166		—		1,327,346		5,564,166		6,891,512		34,510	2021	40 Years
Bluffton, SC		—		473,900		3,740,291		—		473,900		3,740,291		4,214,191		23,267	2021	40 Years
Columbia, SC		—		307,888		2,411,359		—		307,888		2,411,359		2,719,247		15,000	2021	40 Years
Fort Mill, SC		—		1,675,276		5,987,483		—		1,675,276		5,987,483		7,662,759		24,948	2021	40 Years
Lancaster, SC		—		187,595		991,659		—		187,595		991,659		1,179,254		6,132	2021	40 Years
Olanta, SC		—		81,182		820,443		—		81,182		820,443		901,625		5,061	2021	40 Years
Sumter, SC		—		305,903		571,538		—		305,903		571,538		877,441		3,506	2021	40 Years
Pierre, SD		—		181,579		2,071,921		—		181,579		2,071,921		2,253,500		25,818	2021	40 Years
Watertown, SD		—		561,618		1,596,716		—		561,618		1,596,716		2,158,334		—	2021	40 Years
Antioch, TN		—		935,614		—		—		935,614		—		935,614		—	2021
Clarksville, TN		—		238,147		1,331,623		—		238,147		1,331,623		1,569,770		30,516	2021	40 Years
Crossville, TN		—		691,538		2,633,769		—		691,538		2,633,769		3,325,307		—	2021	40 Years
Hendersonville, TN		—		1,724,979		—		—		1,724,979		—		1,724,979		—	2021
Hermitage, TN		—		722,734		—		—		722,734		—		722,734		—	2021
Jackson, TN		—		1,730,483		3,100,154		—		1,730,483		3,100,154		4,830,637		19,188	2021	40 Years
Knoxville, TN		—		1,762,166		3,753,566		—		1,762,166		3,753,566		5,515,732		46,896	2021	40 Years
Lakesite, TN		—		834,052		999,412		—		834,052		999,412		1,833,464		18,666	2021	40 Years
Madison, TN		—		797,234		—		—		797,234		—		797,234		—	2021
Murfreesboro, TN		—		1,191,176		—		—		1,191,176		—		1,191,176		—	2021
Nashville, TN		—		669,035		—		—		669,035		—		669,035		—	2021
Smyrna, TN		—		2,059,771		—		—		2,059,771		—		2,059,771		—	2021
Amarillo, TX		—		1,479,874		3,920,015		—		1,479,874		3,920,015		5,399,889		16,278	2021	40 Years
Baytown, TX		—		5,245,019		13,452,319		—		5,245,019		13,452,319		18,697,338		196,046	2021	40 Years
Burleson, TX		—		1,899,691		1,955,961		—		1,899,691		1,955,961		3,855,652		32,572	2021	40 Years

F-75

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Cypress, TX		—		621,351		—		—		621,351		—		621,351		—	2021
El Paso, TX		—		1,290,305		4,701,339		—		1,290,305		4,701,339		5,991,644		97,758	2021	40 Years
El Paso, TX		—		4,640,263		—		—		4,640,263		—		4,640,263		—	2021
Kerrville, TX		—		629,024		2,862,560		—		629,024		2,862,560		3,491,584		35,782	2021	40 Years
Midland, TX		—		3,506,179		1,938,388		—		3,506,179		1,938,388		5,444,567		24,206	2021	40 Years
Monahans, TX		—		783,242		2,930,495		—		783,242		2,930,495		3,713,737		—	2021	40 Years
Odessa, TX		—		2,378,043		1,905,793		—		2,378,043		1,905,793		4,283,836		23,798	2021	40 Years
Odessa, TX		—		2,256,629		1,689,906		—		2,256,629		1,689,906		3,946,535		21,100	2021	40 Years
Odessa, TX		—		2,365,571		1,566,637		—		2,365,571		1,566,637		3,932,208		19,559	2021	40 Years
Richmond, TX		—		478,530		2,624,852		—		478,530		2,624,852		3,103,382		27,322	2021	40 Years
Shenandoah, TX		—		2,293,709		—		—		2,293,709		—		2,293,709		—	2021
Spring, TX		—		1,886,748		1,930,279		—		1,886,748		1,930,279		3,817,027		16,086	2021	40 Years
Texarkana, TX		—		1,312,692		2,124,343		—		1,312,692		2,124,343		3,437,035		39,060	2021	40 Years
White Oak, TX		—		120,160		1,224,831		—		120,160		1,224,831		1,344,991		15,059	2021	40 Years
Orem, UT		—		764,062		2,054,014		—		764,062		2,054,014		2,818,076		47,071	2021	40 Years
Charlottesville, VA		—		1,364,219		—		—		1,364,219		—		1,364,219		—	2021
Chester, VA		—		646,751		4,938,519		—		646,751		4,938,519		5,585,270		92,515	2021	40 Years
Lynchburg, VA		—		2,102,839		6,892,262		—		2,102,839		6,892,262		8,995,101		129,194	2021	40 Years
Manassas, VA		—		3,659,187		3,746,418		—		3,659,187		3,746,418		7,405,605		62,440	2021	40 Years
Newport News, VA		—		287,461		2,086,888		—		287,461		2,086,888		2,374,349		—	2021	40 Years
Wytheville, VA		—		450,045		—		—		450,045		—		450,045		—	2021
Lakewood, WA		—		788,705		2,937,767		—		788,705		2,937,767		3,726,472		36,246	2021	40 Years
Port Angeles, WA		—		476,652		5,940,135		—		476,652		5,940,135		6,416,787		67,120	2021	40 Years
Puyallup, WA		—		1,626,445		2,757,598		—		1,626,445		2,757,598		4,384,043		34,345	2021	40 Years
Roy, WA		—		327,278		1,862,388		—		327,278		1,862,388		2,189,666		23,229	2021	40 Years
Antigo, WI		—		150,406		907,287		—		150,406		907,287		1,057,693		3,680	2021	40 Years
Brown Deer, WI		—		413,053		2,893,299		—		413,053		2,893,299		3,306,352		—	2021	40 Years
Eau Claire, WI		—		2,897,122		6,600,361		—		2,897,122		6,600,361		9,497,483		122,900	2021	40 Years
Milwaukee, WI		—		63,728		1,834,352		—		63,728		1,834,352		1,898,080		19,051	2021	40 Years
Sheboygan, WI		—		373,040		3,470,250		—		373,040		3,470,250		3,843,290		14,395	2021	40 Years
Athens, WV		—		416,517		1,472,494		—		416,517		1,472,494		1,889,011		33,642	2021	40 Years
Beckley, WV		—		663,138		2,263,526		—		663,138		2,263,526		2,926,664		51,537	2021	40 Years
Buckhannon, WV		—		469,129		1,853,528		—		469,129		1,853,528		2,322,657		42,374	2021	40 Years
Elkins, WV		—		397,225		1,832,516		—		397,225		1,832,516		2,229,741		41,893	2021	40 Years
Huntington, WV		—		447,207		1,851,268		—		447,207		1,851,268		2,298,475		42,139	2021	40 Years
Huntington, WV		—		572,162		1,386,007		—		572,162		1,386,007		1,958,169		30,647	2021	40 Years
Princeton, WV		—		778,229		2,357,830		—		778,229		2,357,830		3,136,059		53,931	2021	40 Years

F-76

Agree Realty Corporation
Schedule III – Real Estate and Accumulated Depreciation	December 31, 2021

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H
																		Life on
																		Which
																		Depreciation in
																		Latest
							Costs		Gross Amount at Which Carried at									Income
			Initial Cost				Capitalized				Close of Period							Statement is
					Building and		Subsequent to				Building and				Accumulated		Date of	Computed
Description	Encumbrance		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation		Acquisition	(in years)
Princeton, WV		0		233,205		1,245,497		0		233,205		1,245,497		1,478,702		12,954	2021	40 Years
Subtotal		32,634,841		1,567,678,348		2,980,961,459		49,670,614		1,563,919,447		3,034,390,974		4,598,310,421		233,861,792
Property Under Development
Various		0		0		7,147,614		0		0		7,147,614		7,147,614		0
Sub Total		0		0		7,147,614		0		0		7,147,614		7,147,614		0
Total	$	32,634,841	$	1,567,678,348	$	2,988,109,073	$	49,670,614	$	1,563,919,447	$	3,041,538,588	$	4,605,458,035	$	233,861,792

1. Reconciliation of Real Estate Properties

The following table reconciles the Real Estate Properties from January 1, 2019 to December 31, 2021.

	2021		2020		2019
Balance at January 1	$	3,478,088,144	$	2,350,924,064	$	1,761,646,695
Construction and acquisition cost		1,172,183,773		1,175,354,194		644,483,047
Impairment charge		(2,905,125)		(4,136,998)		(1,609,000)
Disposition of real estate		(41,908,757)		(44,053,116)		(53,596,678)
Balance at December 31	$	4,605,458,035	$	3,478,088,144	$	2,350,924,064

2. Reconciliation of Accumulated Depreciation

The following table reconciles the Real Estate Properties from January 1, 2019 to December 31, 2021.

	2021		2020		2019
Balance at January 1	$	172,698,378	$	128,581,697	$	100,311,974
Current year depreciation expense		66,032,885		49,119,345		34,398,782
Disposition of real estate		(4,869,471)		(5,002,664)		(6,129,059)
Balance at December 31	$	233,861,792	$	172,698,378	$	128,581,697

3. Tax Basis of Building and Improvements

The aggregate cost of Building and Improvements for federal income tax purposes is approximately $15,420,000 more than the cost basis used for financial statement purposes.

F-77

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AGREE REALTY CORPORATION

1
By:	/s/ Joel N. Agree	Date: February 22, 2022
	Joel N. Agree
	President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that we, the undersigned officers and directors of Agree Realty Corporation, hereby severally constitute Richard Agree, Joel N. Agree and Peter Coughenour, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Annual Report on Form 10-K filed herewith and any and all amendments to said Annual Report on Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Agree Realty Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Annual Report on Form 10-K and any and all amendments thereto.

PURSUANT to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ Richard Agree	Date: February 22, 2022
	Richard Agree
	Executive Chairman of the Board of Directors
By:	/s/ Joel N. Agree	Date: February 22, 2022
	Joel N. Agree
	President, Chief Executive Officer and Director
	(Principal Executive Officer)
By:	/s/ Peter Coughenour	Date: February 22, 2022
	Peter Coughenour
	Chief Financial Officer and Secretary
	(Principal Financial Officer)
By:	/s/ David Wolff	Date: February 22, 2022
	David Wolff
	Chief Accounting Officer
	(Principal Accounting Officer)
By:	/s/ Karen Dearing	Date: February 22, 2022
	Karen Dearing
	Director
By:	/s/ Merrie S. Frankel	Date: February 22, 2022
	Merrie S. Frankel
	Director
By:	/s/ Mike Hollman	Date: February 22, 2022
	Mike Hollman
	Director
By:	/s/ Michael Judlowe	Date: February 22, 2022
	Michael Judlowe
	Director

By:	/s/ Greg Lehmkuhl	Date: February 22, 2022
	Greg Lehmkuhl
	Director
By:	/s/ John Rakolta	Date: February 22, 2022
	John Rakolta
	Director
By:	/s/ Jerome Rossi	Date: February 22, 2022
	Jerome Rossi
	Director