Agree Realty Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of
earliest event reported): October 28, 2024 (
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| Item 8.01. | Other Events. |
October 2024 Forward Transaction
On October 24, 2024, Agree Realty Corporation, a Maryland corporation (the “Company”) entered into (a) forward sale agreements (the “Forward Sale Agreements”) with each of Citibank, N.A. and Wells Fargo Bank, National Association, as forward purchasers, and (b) an underwriting agreement (the “Underwriting Agreement”) with (i) Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), for which the Company is the sole general partner, (ii) Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, in their capacity as forward sellers, (iii) Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, and (iv) Citibank, N.A. and Wells Fargo Bank, National Association, in their capacity as forward counterparties, relating to the issuance and sale of up to 5,060,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at a public offering price of $74.00 per share. In connection with the offering, the Company granted the underwriters an option to purchase up to 660,000 additional shares of Common Stock, which was exercised in full on October 25, 2024. The sale of the Shares closed on October 28, 2024.
The Shares were offered pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-271668) which became effective upon filing with the Securities and Exchange Commission (“SEC”) on May 5, 2023. Copies of the Forward Sale Agreements and the Underwriting Agreement are filed herewith as Exhibits 1.1, 1.2, and 1.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibits 1.1, 1.2, and 1.3.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
* Schedules and certain portions of this exhibit have been omitted pursuant to Items 601(a)(5) and 601(a)(6) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AGREE REALTY CORPORATION | |||
| By: | /s/ Peter Coughenour | ||
| Name: | Peter Coughenour | ||
| Title: | Chief Financial Officer and Secretary | ||
Date: October 28, 2024