Agree Realty Corporation
09/22/2026 | Press release | Distributed by Public on 09/22/2026 14:06
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On September 22, 2026, Agree Limited Partnership (the "Issuer"), a Delaware limited partnership and subsidiary of Agree Realty Corporation, a Maryland corporation (the "Parent Guarantor"), completed an underwritten public offering of $400 million aggregate principal amount of its 5.650% Notes due 2036 (the "Notes").
The Notes are fully and unconditionally guaranteed (the "Guarantee") by the Parent Guarantor and certain wholly owned subsidiaries of the Issuer that guarantee the Issuer's debt or the debt of any other guarantor (the "Subsidiary Guarantors" and, together with the Parent Guarantor, the "Guarantors"). The terms of the Notes are governed by an indenture, dated as of August 17, 2020 (the "Base Indenture"), by and among the Issuer, the Parent Guarantor and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the "Trustee"), as amended and supplemented by an officer's certificate, dated as of September 22, 2026, by and among the Issuer, the Parent Guarantor and the Trustee (the "Indenture Officer's Certificate" and, together with the Base Indenture, 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. Copies of the Base Indenture, the Indenture Officer's Certificate, the form of Note, and the form of Guarantee, the terms of which are hereby incorporated herein by reference, are filed or incorporated by reference as Exhibits 4.1, 4.2, 4.3, and 4.4, respectively, to this Current Report on Form 8-K (this "8-K").
Pursuant to an underwriting agreement (the "Underwriting Agreement") among the Issuer, the Guarantors and the underwriters named therein (the "Underwriters") filed as Exhibit 1.1 to this Current Report on Form 8-K, the purchase price paid by the underwriters for the Notes was 97.847% of the principal amount thereof. The Notes are the Issuer's senior unsecured obligations and rank equally in right of payment with all of the Issuer's other existing and future senior unsecured indebtedness, including the Issuer's 2.900% Notes due 2030, the Issuer's 2.000% Notes due 2028, the Issuer's 4.800% Notes due 2032, the Issuer's 2.600% Notes due 2033, the Issuer's 5.625% Notes due 2034 and the Issuer's 5.600% Notes due 2035. The Notes are effectively subordinated in right of payment to: (i) all of the Issuer's and any Guarantor's existing and future mortgage indebtedness and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness); (ii) all existing and future indebtedness and other liabilities, whether secured or unsecured of the Issuer's subsidiaries that are not Subsidiary Guarantors and of any entity accounted for under the equity method of accounting; and (iii) all preferred equity not owned by the Issuer, if any, in its subsidiaries that are not Subsidiary Guarantors and in any entity accounted for under the equity method of accounting. The Notes bear interest at 5.650% per annum. Interest is payable on April 15 and October 15 of each year, beginning April 15, 2027, until the Notes' maturity date of October 15, 2036.
Prior to October 15, 2036 the Notes will be redeemable in whole at any time or in part from time to time, at the Issuer's option, at a redemption price equal to the greater of:
•an amount equal to 100% of the principal amount of the Notes to be redeemed; and
•a make-whole premium as defined in and calculated in accordance with the Indenture;
plus accrued and unpaid interest, if any, to but excluding the redemption date.
Notwithstanding the foregoing, if any of the Notes are redeemed on or after July 15, 2036 (three months prior to the maturity date of the Notes), the redemption price will equal 100% of the principal amount of such series of Notes to be redeemed plus accrued and unpaid interest, if any, up to, but not including, the redemption date.
Certain events are considered events of default, which may result in the accelerated maturity of the Notes, including:
•default for 30 days in the payment of any installment of interest under the Notes;
•default in the payment of the principal amount or premium, if any, due with respect to the Notes, when the same becomes due and payable;
•failure by the Issuer or any Guarantor to comply with any of the Issuer's or any Guarantor's respective other agreements in the Notes or the Indenture with respect to the Notes upon receipt by the Issuer of notice of such default by the Trustee or by holders of not less than 25% in aggregate outstanding principal amount of the Notes then outstanding and the Issuer's failure to cure (or obtain a waiver of) such default within 60 days after the Issuer receives such notice;
•failure to pay any debt (other than non-recourse debt) (a) of the Issuer, the Parent Guarantor or any Material Subsidiary (as defined in the Indenture) or any entity of which the Issuer is the general partner or managing member, and (b) in an outstanding principal amount in excess of $50,000,000 at final maturity or upon acceleration after the expiration of any applicable grace period, which debt is not discharged, or such default in payment or acceleration is not cured or rescinded, within 60 days after written notice to the Issuer from the Trustee (or to the Issuer and the Trustee from holders of at least 25% in outstanding principal amount of the Notes);
•certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of the Issuer, the Parent Guarantor or any Material Subsidiary or all or substantially all of their respective property; and
•the Guarantees of any Guarantor is not (or is claimed by any Guarantor in writing to the Trustee not to be) in full force and effect (other than in accordance with the terms of the Indenture) with respect to the Notes.
The description of the Indenture in this 8-K is a summary and is qualified in its entirety by the terms of the Indenture.
Agree Realty Corporation published this content on September 22, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on September 22, 2026 at 20:06 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]