Document

424B5 1 agreerealtycorp-424b5.htm 424B5 Document

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-295307]

PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED April 24, 2026)

$1,750,000,000

Common Stock

We have entered into an at-the-market (“ATM”) equity distribution agreement (the “ATM equity distribution agreement”) with Wells Fargo Securities, LLC (“Wells Fargo Securities”), Robert W. Baird & Co. Incorporated (“Baird”), BofA Securities, Inc. (“BofA Securities”), BTIG, LLC (“BTIG”), Citigroup Global Markets Inc. (“Citigroup”), Evercore Group L.L.C. (“Evercore”), Jefferies LLC (“Jefferies”), J.P. Morgan Securities LLC (“J.P. Morgan”), Mizuho Securities USA LLC (“Mizuho”), Morgan Stanley & Co. LLC (“Morgan Stanley”), Samuel A. Ramirez & Company, Inc. (“Ramirez”), Raymond James & Associates, Inc. (“Raymond James”), Regions Securities LLC (“Regions”), SMBC Nikko Securities America, Inc. (“SMBC”) and Stifel, Nicolaus & Company, Incorporated (“Stifel”), as sales agents, and the forward purchasers (as defined below) relating to the offer and sale of shares of our common stock having an aggregate offering price of up to $1,750,000,000 from time to time. We refer to these entities, when acting in their capacity as sales agents, individually as a “sales agent” and collectively as “sales agents.” The ATM equity distribution agreement provides that, in addition to the issuance and sale of common stock by us through a sales agent acting as a sales agent or directly to the sales agent acting as principal for its own account at a price agreed upon at the time of sale, we also may enter into forward sale agreements, between us and Wells Fargo Bank, National Association, Baird, Bank of America N.A., Citibank, N.A. (or an affiliate thereof), Jefferies, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley, Morgan Stanley Capital Services LLC, Nomura Global Financial Products, Inc., Raymond James, Regions and Stifel, or their respective affiliates or agents (in such capacity, each a “forward purchaser” and, collectively, the “forward purchasers”). We refer to the sales agents, or their affiliates, when acting as agents for forward purchasers (as defined below), individually as a “forward seller” and collectively as “forward sellers,” except with respect to Nomura Global Financial Products, Inc., in which case the relevant forward seller is Nomura Securities International, Inc. (acting through BTIG as its agent). Upon entering into the ATM equity distribution agreement, we simultaneously terminated the equity distribution agreements we entered into in connection with a prior ATM offering program established in October 2024.

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “ADC.” On April 23, 2026, the last reported sales price of our common stock on the NYSE was $77.25 per share.

To preserve our status as a real estate investment trust (“REIT”) for federal income tax purposes, we impose certain restrictions on the ownership of our stock. See “Description of Common Stock - Restrictions on Ownership and Transfer” in the accompanying prospectus. Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions, which may include block trades, or, in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the NYSE, sales made to or through a market maker other than on an exchange, and sales made through other securities exchanges or electronic communications networks. The sales agents are not required, individually or collectively, to sell any specific number of shares or dollar amount of our common stock, but each sales agent will use commercially reasonable efforts consistent with its normal trading and sales practices to sell shares of our common stock in its capacity as sales agent on terms mutually agreeable to the sales agent and us.

The ATM equity distribution agreement provides that, in addition to the issuance and sale of shares of our common stock by us through the sales agents, we also may enter into forward sale agreements under separate master forward sale agreements and related supplemental confirmations between us and the applicable forward purchaser. In connection with each particular forward sale agreement, a forward purchaser will borrow from third parties and, through a forward seller, sell a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward sale agreement.

In one form of forward sale agreement, which we refer to as a “contingent forward transaction” that we may enter into with Wells Fargo, National Association, Bank of America, N.A., Citibank, N.A. (or an affiliate thereof) , Jefferies, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC and Morgan Stanley Capital Services LLC, each as forward purchaser, our obligation to sell and the applicable forward purchaser’s obligation to purchase, shares of our common stock underlying such forward sale agreement at the applicable forward sale price, is contingent on the applicable forward purchaser’s exercise (or deemed exercise) of such contingency, which may occur in whole or in part from time to time prior to specified contingency expiration dates. We refer to each forward purchaser when acting in such capacity as a “contingent forward purchaser” and, collectively, the “contingent forward purchasers.” To the extent such contingency is exercised with respect to a portion of such contingent forward transaction, we refer to such portion as the “contingency exercised portion” of such contingent forward transaction, and the remaining portion to the extent such contingency is not yet exercised but may be exercised as the “contingent portion”. We expect that the initial forward price of the contingent forward transactions will be above, but not substantially above, the volume-weighted average sale price per share at which the applicable forward seller established its hedge position in respect of such contingent forward transaction (the “contingent forward initial hedge position”). In addition, we expect that on the same days when the relevant contingent forward purchaser is so selling shares of our common stock underlying such contingent forward transaction, through such forward seller, such contingent forward purchaser will contemporaneously purchase a substantial portion of such number of shares in the open market for its own account to offset such number of shares sold into the market, as such contingent forward purchaser expects its contingent forward initial hedge position to be substantially less than the number of shares of our common stock underlying such contingent forward sale agreement.

In another form of forward sale agreement, which we refer to as a “non-contingent forward transaction” that we may enter into with any of the forward purchasers, our obligation to sell and the applicable forward purchaser’s obligation to purchase, shares of our common stock underlying such forward sale agreement at the applicable forward sale price is not subject to the contingency described above. We refer to such non-contingent forward transaction and the contingency exercised portion of a contingent forward transaction herein as a “fixed share forward transaction.”

We will not initially receive any proceeds from the sale of borrowed shares of our common stock by a forward seller, but we may receive contingency premiums from the applicable forward purchaser for the contingent forward transactions. We expect to fully physically settle each fixed share forward transaction on one or more dates specified by us on or prior to the maturity date of that particular forward sale agreement, in which case we will expect to receive aggregate net cash proceeds at settlement equal to the number of shares underlying the particular forward sale agreement multiplied by the applicable forward sale price. However, we may also elect to cash settle or net share settle a fixed share forward transaction, in which case we may not receive any proceeds from the issuance of shares, and we will instead receive or pay cash (in the case of cash settlement) or receive or deliver shares of our common stock (in the case of net share settlement).

Each sales agent will receive from us a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of all shares sold through it as sales agent under the ATM equity distribution agreement. In connection with each forward sale, we will pay the applicable forward seller, in the form of a reduced forward sale price under the related forward sale agreement with a forward purchaser, commissions at a mutually agreed rate that shall not be more than 2.0% of the applicable initial forward sale price for shares underlying a contingent forward transaction or 2.0% of the gross sales price of all borrowed shares of our common stock sold by it as a forward seller in connection with a non-contingent forward transaction, as applicable. Each of the sales agents, the forward sellers and/or the forward purchasers may be deemed an “underwriter” within the meaning of the Securities Act, and the compensation paid to the sales agents or the forward sellers in the form of a reduced forward sale price under the related forward sale agreements with a forward purchaser may be deemed to be underwriting discounts or commissions.

Investment in our common stock involves risks. You should consider the risks that we have described in “Risk Factors” beginning on page S-5 of this prospectus supplement and page 3 of the accompanying prospectus, as well as the risks described in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q (in each case, including any amendments thereto), incorporated by reference herein, and the other reports we file with the U.S. Securities and Exchange Commission (the “SEC”), before buying shares of our common stock.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete and any representation to the contrary is a criminal offense.

Wells Fargo Securities

Baird

BofA Securities

BTIG

Citigroup

Evercore ISI

Jefferies

J.P. Morgan

Mizuho

Morgan Stanley

Ramirez & Co., Inc.

Raymond James

Regions Securities LLC

SMBC Nikko

Stifel

The date of this prospectus supplement is April 24, 2026.

TABLE OF CONTENTS

Prospectus Supplement


ABOUT THIS PROSPECTUS SUPPLEMENT			S-1
SUMMARY			S-2
RISK FACTORS			S-5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-9
USE OF PROCEEDS			S-10
PLAN OF DISTRIBUTION			S-12
WHERE YOU CAN FIND MORE INFORMATION			S-19
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			S-20
EXPERTS			S-20
LEGAL MATTERS			S-20

Prospectus


PROSPECTUS SUMMARY			2
RISK FACTORS			3
GUARANTOR DISCLOSURES			4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			5
USE OF PROCEEDS			7
DESCRIPTION OF COMMON STOCK			7
DESCRIPTION OF PREFERRED STOCK			15
DESCRIPTION OF DEPOSITARY SHARES			20
DESCRIPTION OF WARRANTS			24
DESCRIPTION OF DEBT SECURITIES AND RELATED GUARANTEES			25
MATERIAL FEDERAL INCOME TAX CONSIDERATIONS			33
PLAN OF DISTRIBUTION			59
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			61
EXPERTS			62
LEGAL MATTERS			62

S-i

We have not authorized anyone to give any information or to make any representation other than those contained or incorporated by reference into this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus. You must not rely upon any information or representation not contained or incorporated by reference into this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus supplement and the accompanying prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus supplement, the accompanying prospectus, and any applicable free writing prospectus is accurate as of any date other than the date on the front of the document, or that any information we have incorporated by reference herein or therein is accurate on any date subsequent to the date of the document incorporated by reference, even though this prospectus supplement is delivered or securities are sold on a later date. When we deliver this prospectus supplement and the accompanying prospectus or make a sale pursuant to this prospectus supplement and the accompanying prospectus, we are not implying that the information is current as of the date of the delivery or sale.

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement, which adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into the accompanying prospectus, is part of an automatic shelf registration statement that we have filed with the SEC as a “well known seasoned issuer” as defined in Rule 405 under the Securities Act. Under the automatic shelf registration process, we may, over time, sell any combination of the securities described in the accompanying prospectus. The exhibits to our registration statement contain the full text of certain contracts and other important documents we have summarized in the accompanying prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase the securities we offer, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the section titled “Where You Can Find More Information” in this prospectus supplement. This prospectus supplement adds to, updates or changes information contained in the accompanying prospectus and the information incorporated by reference herein and therein. Accordingly, to the extent there is an inconsistency between the information in this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. In addition, any statement we make in a filing with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that adds to, updates or changes information contained in an earlier filing we made with the SEC shall be deemed to modify and supersede such information in the earlier filing. You should carefully read both this prospectus supplement and the accompanying prospectus together with the additional information described below under the section titled “Incorporation of Certain Documents by Reference” in this prospectus supplement.

We are not making an offer of these securities in any jurisdiction where the offer is not permitted.

S-1

SUMMARY

This summary only highlights the more detailed information appearing elsewhere in this prospectus supplement or incorporated by reference into this prospectus supplement. It may not contain all of the information that is important to you. You should carefully read the entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus before deciding whether to invest in our securities.

Unless otherwise indicated or the context requires otherwise, in this prospectus supplement references to “the Company,” “we,” “us,” and “our” refer to Agree Realty Corporation, a Maryland corporation, and its consolidated subsidiaries, including Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and its direct and indirect subsidiaries on a consolidated basis.

Our Company

We are 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. We were founded in 1971 by our current Executive Chairman, Richard Agree, and our common stock was listed on the NYSE in 1994. Our assets are held by, and all of our operations are conducted through, directly or indirectly, the Operating Partnership, of which we are the sole general partner and in which we held a 99.7% common interest as of March 31, 2026. Under the agreement of limited partnership of the Operating Partnership, we, as the sole general partner, have exclusive responsibility and discretion in the management and control of the Operating Partnership.

As of March 31, 2026, our portfolio consisted of 2,756 properties located in all 50 states and totaling approximately 57.5 million square feet of gross leasable area. Our portfolio was approximately 99.7% leased and had a weighted average remaining lease term of approximately 7.8 years. A significant majority of our properties are leased to national tenants and approximately 65.4% of our 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 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.

We were incorporated in December 1993 under the laws of the State of Maryland. We believe that we have operated, and we intend 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 our qualification as a REIT, we must, among other things, distribute at least 90% of our REIT taxable income each year and meet asset and income tests. Additionally, our charter limits ownership of our Company, directly or constructively, by any single person to 9.8% of the value or number of shares, whichever is more restrictive, of our outstanding common stock and 9.8% of the value of the aggregate of all of our outstanding stock, subject to certain exceptions. As a REIT, we are not subject to federal income tax with respect to that portion of our income that is distributed currently to our stockholders. The requirements to maintain our qualification as a REIT for federal income tax purposes are discussed in greater detail in the accompanying prospectus. See “Description of Common Stock - Restrictions on Ownership and Transfer” and “Material Federal Income Tax Considerations” in the accompanying prospectus.

Our principal executive offices are located at 32301 Woodward Avenue, Royal Oak, MI 48073, and our telephone number is (248) 737-4190. Our website is www.agreerealty.com. However, the information located on, or accessible from, our website is not, and should not be deemed to be, part of this prospectus supplement, the accompanying prospectus or any free writing prospectus or incorporated into any other filing that we submit to the SEC.

S-2

THE OFFERING

The offering terms are summarized below solely for convenience. For a more complete description of the terms of our common stock, see the section entitled “Description of Common Stock” in the accompanying prospectus.


Issuer			Agree Realty Corporation


Common Stock Offered by us or the Forward Purchasers or Affiliates Thereof			Shares having an aggregate offering price of up to $1,750,000,000.


Accounting Treatment of Forward Sales			In the event that we enter into any fixed share forward transaction, before any issuance of shares of our common stock upon physical settlement of that particular fixed share forward transaction, the shares underlying such fixed share forward transaction will be reflected in our diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of our common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of our common stock that would be issued upon full physical settlement of such fixed share forward transaction over the number of shares of our common stock that could be purchased by us in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). Consequently, prior to physical settlement or net share settlement of such fixed share forward transaction and subject to the occurrence of certain events, we anticipate there will be no dilutive effect on our earnings per share except during periods when the average market price of our common stock is above the applicable per share adjusted forward sale price under that particular forward sale agreement, and subject to an adjustment based on a factor equal to a specified daily rate less a spread, and subject to decrease by an amount per share specified in that particular forward sale agreement on each of certain dates specified in that particular forward sale agreement. However, if we decide to physically settle or net share settle such fixed share forward transaction, delivery of our shares on any physical settlement or net share settlement of such forward sale agreement will result in dilution to our earnings per share and return on equity.

S-3


Restrictions on Ownership and Transfer			We are organized and conduct our operations in a manner that will allow us to maintain our qualification as a REIT. To assist us in qualifying as a REIT, among other reasons, stockholders are generally restricted from owning more than 9.8% in value or in number of shares, whichever is more restrictive, of the aggregate of our outstanding shares of common stock or of the aggregate of our outstanding shares of capital stock. Our charter contains additional restrictions on the ownership and transfer of shares of our common stock. See “Description of Capital Stock - Restrictions on Ownership and Transfer of Stock” in the accompanying prospectus.


Use of Proceeds			We intend to use the net proceeds from the issuance and sale of our common stock through the sales agents and the net proceeds received upon the settlement of the forward sale agreements and upon entry into contingent forward transactions in the form of contingency premiums, if any, for general corporate purposes, including to fund property acquisitions and development activity or for the repayment or refinancing of outstanding indebtedness. See “Use of Proceeds.”


Risk Factors			Investing in our common stock involves risks. Before purchasing shares of our common stock offered by this prospectus supplement, you should read carefully the matters discussed under the caption entitled “Risk Factors” beginning on page S-5 of this prospectus supplement, beginning on page 2 of the accompanying prospectus and the documents we incorporate by reference, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q (in each case, including any amendments thereto), as well as the risks, uncertainties and additional information set forth in documents that we file with the SEC for certain considerations relevant to an investment in our common stock.


New York Stock Exchange Symbol			“ADC”

S-4

RISK FACTORS

Investing in our common stock involves risks. Before purchasing our common stock offered by this prospectus supplement, you should carefully consider the risk factors discussed in this prospectus supplement and incorporated by reference into this prospectus supplement and the accompanying prospectus from our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q (in each case, including any amendments thereto), as well as the risks, uncertainties and additional information set forth in documents that we file with the SEC after the date of this prospectus supplement and which are deemed incorporated by reference into this prospectus supplement and the accompanying prospectus. For a description of these reports and documents, and for information about where you can find them, see “Incorporation of Certain Documents by Reference” in this prospectus supplement. The risks and uncertainties we discuss in this prospectus supplement and the accompanying prospectus and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus are those that we currently believe may materially affect the Company. Additional risks not presently known or that are currently deemed immaterial could also materially and adversely affect our financial condition, liquidity, results of operations, business and prospects.

Risks Relating to this Offering

The market price of shares of our common stock may fluctuate or decline significantly, and the volatility of the market price may increase, following this offering.

The market price of shares of our common stock may fluctuate or decline significantly, and the volatility of the market price may increase, following this offering in response to many factors, including those described under “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this prospectus supplement and incorporated by reference into this prospectus supplement and the accompanying prospectus from our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q (in each case, including any amendments thereto), and in the documents that we file with the SEC after the date of this prospectus supplement and which are deemed incorporated by reference into this prospectus supplement and the accompanying prospectus, as well as:

•actual or anticipated changes in operating results or business prospects;

•changes in earnings estimates by securities analysts;

•an inability to meet or exceed securities analysts’ estimates or expectations;

•decreasing (or uncertainty in) real estate valuations;

•publication of research reports about us or the real estate industry;

•changes in analyst ratings;

•conditions or trends in our industry or sector;

•the performance of our competitors and related market valuations;

•announcements by us or our competitors of significant acquisitions, strategic partnerships, divestitures, joint ventures or other strategic initiatives; and

•future sales of shares of our common stock or securities convertible into, or exchangeable or exercisable for, shares of our common stock.

These broad market and industry fluctuations may adversely affect, or increase the volatility of, the market price of our common stock, regardless of our actual operating performance.

S-5

Provisions contained in a forward sale agreement could result in substantial dilution to our earnings per share and return on equity or result in substantial cash payment obligations.

If we enter into one or more forward sale agreements with respect to non-contingent forward transactions or contingent forward transactions, the applicable forward purchaser will have the right to accelerate such fixed share forward transaction, as applicable, and require us to settle on a date specified by such forward purchaser if:

•such forward purchaser or its affiliate (x) is unable after using commercially reasonable efforts, to borrow sufficient shares of our common stock to hedge its position under such forward sale agreement at a stock borrow cost equal to or less than a specified amount or (y) would incur a stock borrow cost in excess of a specified threshold to hedge its exposure under such forward sale agreement;

•we declare any dividend, issue or distribution on shares of our common stock that constitutes an extraordinary dividend under such forward sale agreement;

•certain ownership thresholds applicable to such forward purchaser and its affiliates are exceeded;

•an event is announced that if consummated would result in a specified extraordinary event (including certain mergers or tender offers, as well as certain events involving our nationalization, or a delisting of our common stock) or the occurrence of a change in law or disruption in such forward purchaser’s ability to hedge, or materially increased cost to such forward purchaser in hedging its exposure under such forward sale agreement; or

•certain other events of default; termination events or other specified events occur, including, among others, any material misrepresentation made in connection with such forward sale agreement, certain bankruptcy events (excluding certain insolvency filings) or a market disruption event during a specified period and continuing for a specified time period (each as more fully described in such forward sale agreement).

A forward purchaser’s decision to exercise its right to accelerate the settlement of such fixed share forward transaction will be made irrespective of our interests, including our need for capital. In such cases, we could be required to issue and deliver shares of our common stock under the physical settlement provisions of such forward sale agreement irrespective of our capital needs, which would result in dilution to our earnings per share; return on equity and dividends per share. In addition, if we enter into any contingent forward transactions, the relevant contingent forward purchaser will have the right to obligate us to sell shares of our common stock underlying such forward sale agreement on the maturity date at the applicable forward sale price, which may occur in whole or in part from time to time prior to specified contingency expiration dates. The relevant contingent forward purchaser’s decision to exercise such contingency will be made irrespective of our interests, including our need for capital.

We expect that each forward sale agreement will settle no later than the date specified as the maturity date in the particular forward sale agreement. However, any fixed share forward transaction may be settled earlier in whole or in part at our option. Subject to certain conditions, we have the right to elect physical, cash or net share settlement under each forward sale agreement. We expect that each fixed share forward transaction will be physically settled by delivery of shares of our common stock, unless we elect to cash settle or net share settle a particular forward sale agreement. Delivery of shares of our common stock upon physical settlement (or, if we elect net share settlement, upon such settlement to the extent we are obligated to deliver shares of our common stock) will result in dilution to our earnings per share and return on equity. If we elect cash settlement or net share settlement with respect to all or a portion of the shares of our common stock underlying a fixed share forward transaction, we expect the applicable forward purchaser (or an affiliate thereof) to purchase a number of shares of our common stock in secondary market transactions over an unwind period to:

•return shares of our common stock to securities lenders in order to unwind such forward purchaser’s hedge (after taking into consideration any shares of our common stock to be delivered by us to such forward purchaser, in the case of net share settlement); and

•if applicable, in the case of net share settlement, deliver shares of our common stock to us to the extent required in settlement of such fixed share forward transaction.

S-6

In addition, the purchase of shares of our common stock in connection with the applicable forward purchaser or its affiliate unwinding the forward purchaser’s hedge positions could cause the price of shares of our common stock to increase over such time (or prevent or reduce the amount of a decrease over such time), thereby increasing the amount of cash we would owe to the applicable forward purchaser (or decreasing the amount of cash that the forward purchaser would owe us) upon a cash settlement of any fixed share forward transaction or increasing the number of shares of our common stock we would deliver to the applicable forward purchaser (or decreasing the number of shares of our common stock that the applicable forward purchaser would deliver to us) upon a net share settlement of any fixed share forward transaction.

The forward sale price that we expect to receive upon physical settlement of a fixed share forward transaction will be subject to an adjustment on a daily basis based on a factor equal to the overnight bank funding rate less a spread and will be decreased on certain dates, by amounts related to expected dividends on shares of our common stock during the term of a particular forward sale agreement. If the overnight bank funding rate is less than the spread on any day (and, with respect to a contingent forward transaction, such day occurs after the contingency completion date as determined pursuant to such forward sale agreement), the interest factor will result in a reduction of the forward sale price for such day. If the weighted average price for shares of our common stock specified in a particular forward sale agreement during any applicable unwind period under such forward sale agreement is above the applicable forward sale price, in the case of cash settlement, we would pay the applicable forward purchaser under such forward sale agreement an amount in cash equal to the difference or, in the case of net share settlement, we would deliver to the applicable forward purchaser a number of shares of our common stock having a value equal to the difference. Thus, we could be responsible for a potentially substantial cash payment in the case of cash settlement. If such weighted average price during any applicable unwind period under such forward sale agreement is below the applicable forward sale price, in the case of cash settlement, we would be paid the difference in cash by the forward purchaser under the forward sale agreement or, in the case of net share settlement, we would receive from the forward purchaser a number of shares of our common stock having a value equal to the difference. See “Plan of Distribution - Sales Through Forward Sellers” for information on the forward sale agreements.

In case of our bankruptcy or insolvency, the fixed share forward transactions would automatically terminate, and we would not receive the expected proceeds from the sale of shares of our common stock.

If we or a regulatory authority with jurisdiction over us institutes, or we consent to, a proceeding seeking a judgment in bankruptcy or insolvency or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or we or a regulatory authority with jurisdiction over us presents a petition for our winding-up or liquidation, or we consent to such a petition, or any other bankruptcy proceeding commences with respect to us, the fixed share forward transactions will automatically terminate. Upon such termination, we would not be obligated to deliver to the forward purchasers any shares of our common stock not previously delivered, and the forward purchasers would be discharged from their obligation to pay the applicable forward sale price per share in respect of any shares of our common stock not previously settled. Therefore, to the extent that there are any shares of our common stock with respect to which any fixed share forward transaction has not been settled at the time of the commencement of or consent to any such bankruptcy or insolvency proceedings or the presentation of any such petition, we would not receive the applicable forward sale price per share in respect of those shares of our common stock.

The federal income tax treatment of the cash that we might receive from cash settlement of any forward sale agreement is unclear and could jeopardize our ability to meet the REIT qualification requirements.

In the event that we elect to settle any fixed share forward transaction for cash and the settlement price is below the applicable forward sale price, we would be entitled to receive a cash payment from the applicable forward purchaser. Under Section 1032 of the Code, generally, no gains and losses are recognized by a corporation in dealing in its own shares, including pursuant to a “securities futures contract,” as defined in the Code by reference to the Exchange Act. Although we believe that any amount received by us in exchange for our stock would qualify for the exemption under Section 1032 of the Code, because it is not entirely clear whether a forward sale agreement qualifies as a “securities futures contract,” the federal income tax treatment of any cash settlement payment we receive is uncertain. In the event that we recognize a significant gain from the cash settlement of any forward sale agreement, we might not be able to satisfy the gross income requirements applicable to REITs under the Code. In

S-7

that case, we may be able to rely upon the relief provisions under the Code in order to avoid the loss of our REIT status. Even if the relief provisions apply, we will be subject to a 100% tax on the greater of (i) the excess of 75% of our gross income (excluding gross income from prohibited transactions) over the amount of such income attributable to sources that qualify under the 75% test or (ii) the excess of 95% of our gross income (excluding gross income from prohibited transactions) over the amount of such gross income attributable to sources that qualify under the 95% test, as discussed in the section titled “Material Federal Income Tax Considerations” in the accompanying prospectus, multiplied in either case by a fraction intended to reflect our profitability. In the event that these relief provisions were not available, we could lose our REIT status under the Code.

Risks Related to Contingent Forward Transactions

Any transactions effected by the relevant contingent forward purchaser to establish, modify or unwind such contingent forward purchaser’s hedge positions in connection with the contingent forward transactions may have an impact on the market price of shares of our common stock.

In connection with each particular contingent forward transaction, the relevant contingent forward purchaser (or an affiliate or agent thereof) will borrow from third parties and, through the applicable forward seller, sell a number of shares of our common stock equal to the number of shares of our common stock underlying such contingent forward transaction. Such sales could have the impact of decreasing, or limiting an increase in, the market price of shares of our common stock. In addition, we expect that on the same days when the relevant contingent forward purchaser is so selling such shares, through the applicable forward seller, such contingent forward purchaser will contemporaneously purchase a substantial portion of such number of shares in the open market for its own account to offset the number of shares sold into the market, as such contingent forward purchaser expects its initial hedge position in respect of such contingent forward transaction to be substantially less than the number of shares underlying such contingent forward transaction. Such purchases in the open market could have the impact of increasing, or limiting a decrease in, the market price of shares of our common stock.

In addition, we expect that during the term of a particular contingent forward transaction, the relevant contingent forward purchaser will dynamically modify its hedge positions for its own account by the contingent forward purchaser (or an affiliate or agent thereof) buying or selling shares of our common stock or engaging in other hedging transactions with respect to shares of our common stock from time to time. The purchases and sales of shares of our common stock or other hedging transactions by the contingent forward purchaser (or an affiliate or agent thereof) to dynamically modify its hedge positions from time to time during the term of such contingent forward transaction may variously have a positive, negative or neutral impact on the market price of shares of our common stock, depending on the market conditions at such times.

Adjustment and termination provisions contained in a forward sale agreement relating to a contingent forward transaction subject us to certain risks.

The relevant contingent forward purchaser may also terminate the contingent portion of such contingent forward transaction early upon the occurrence of certain events specified in such forward sale agreement, and upon such a termination, such contingent forward purchaser will determine the amount payable in connection with such termination pursuant to the terms of such forward sale agreement, which under certain circumstances will be settled in shares of our common stock. To the extent such a termination occurs, we will not receive any proceeds from such terminated contingent portion and may instead be required to pay (or under certain circumstances, deliver shares of our common stock) to the relevant contingent forward purchaser such termination amount.

In addition, such forward sale agreement will allow the relevant contingent forward purchaser to adjust the terms of such contingent portion, including the initial forward price, in good faith and in a commercially reasonable manner to account for the economic effect on such contingent portion of certain events involving us or our common stock. To the extent those adjustments affect the initial forward price or other terms relevant to valuation of such contingent portion, they may affect the proceeds we receive under such contingent forward transactions. See “Plan of Distribution” for information on the contingent forward transactions.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents we incorporate by reference each contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. We intend 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 include this statement for purposes of complying with these safe harbor provisions. Also, documents we subsequently file with the SEC and incorporate by reference may contain forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe our 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 our control and which could materially affect our 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 macroeconomic conditions, including inflation and the potential impacts of pandemics, epidemics or other public health emergencies or fear of such events 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 macroeconomic trends may impact the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence. Moreover, investors are cautioned to interpret many of the risks identified in the risk factors discussed in this prospectus supplement and incorporated by reference into this prospectus supplement and the accompanying prospectus from our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q (in each case, including any amendments thereto), as well as the risks, uncertainties and additional information set forth in documents that we file with the SEC, as being heightened as a result of the ongoing and numerous adverse impacts of macroeconomic conditions.

Additional factors which may cause actual results to differ materially from current expectations include, but are not limited to:

•factors included in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q (in each case, including any amendments thereto), including those set forth under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

•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;

•our concentration with certain tenants and in certain markets, which may make us more susceptible to adverse events;

•changes in our business strategy;

•risks that our acquisition and development projects will fail to perform as expected;

•adverse changes and disruption in the retail sector and the financial stability of our tenants, which could impact our tenants’ ability to pay rent and expense reimbursement;

•our 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;

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•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;

•our ability to renew or re-lease space as leases expire;

•limitations in our tenants’ leases on real estate tax, insurance and operating cost reimbursement obligations;

•loss or bankruptcy of one or more of our major tenants, and bankruptcy laws that may limit our remedies if a tenant becomes bankrupt and rejects its leases;

•potential liability for environmental contamination, which could result in substantial costs;

•our level of indebtedness, which could reduce funds available for other business purposes and reduce our operational flexibility;

•covenants in our credit agreements and unsecured notes (and the indenture governing their terms), which could limit our flexibility and adversely affect our financial condition;

•credit market developments that may reduce availability under our revolving credit facility;

•an increase in market interest rates which could raise our 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 our results of operations;

•our hedging strategies, which may not be successful in mitigating our risks associated with interest rates;

•legislative or regulatory changes, including changes to laws governing REITs;

•our ability to maintain our qualification as a REIT for federal income tax purposes and the limitations imposed on our business by our status as a REIT; and

•our failure to qualify as a REIT for federal income tax purposes, which could adversely affect our operations and ability to make distributions.

Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on past forward-looking statements, which were based on results and trends at the time they were made, to anticipate future results or trends. We have identified some of the important factors that could cause future events to differ from our current expectations and they are described in this prospectus and supplements to this prospectus (if any) under the caption “Risk Factors,” as well as in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q (in each case, including any amendments thereto), and in the documents that we file with the SEC after the date of this prospectus supplement and which are deemed incorporated by reference into this prospectus supplement and the accompanying prospectus, all of which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this prospectus, the documents incorporated by reference herein, and any prospectus supplement.

USE OF PROCEEDS

We intend to use the proceeds we receive from the sale of shares of our common stock through the sales agents pursuant to the ATM equity distribution agreement, after deducting commissions and offering expenses, as well as any proceeds we receive upon the settlement of any forward sale agreement and upon entry into contingent forward transactions in the form of contingency premiums, for general corporate purposes, including to fund property acquisitions and development activity, or for the repayment or refinancing of outstanding indebtedness, including to

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reduce amounts outstanding under our existing $1.25 billion unsecured revolving credit facility (our “revolving credit facility”) with PNC Bank, National Association and certain other lenders.

We will not initially receive any proceeds from the sale of shares of our common stock by the forward purchasers or their affiliates. We expect to fully physically settle each particular forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of shares of our common stock underlying the particular forward sale agreement multiplied by the applicable forward sale price. The forward sale price that we expect to receive upon physical settlement of the particular forward sale agreement will be equal to the applicable initial forward sale price for shares underlying a contingent forward transaction or the sales price of all borrowed shares of our common stock sold by the applicable forward seller during the applicable forward hedge selling period in connection with a non-contingent forward transaction, as applicable, less a forward hedge selling commission of up to 2.0%, subject to adjustment on a daily basis based on a factor equal to a specified daily rate less a spread, and will be decreased based on amounts related to expected dividends on shares of our common stock during the term of the particular forward sale agreement. If the specified daily rate is less than the spread on any day, the interest factor will result in a reduction of the applicable forward sale price for such day.

As of March 31, 2026, the revolving credit facility had no outstanding balance, and we had $469.7 million in aggregate notes outstanding under our commercial paper program. We may use proceeds from borrowings under our revolving credit facility to repay other outstanding debt, to fund our property acquisitions and development activity, and for working capital and other general corporate purposes. Pending application of the net proceeds as described above, we may invest such proceeds in short-term, interest bearing investments that are consistent with our intention to continue to qualify as a REIT.

Affiliates of each of Wells Fargo Securities, BofA Securities, Citigroup, J.P. Morgan, Mizuho, Morgan Stanley, Raymond James, Regions, SMBC and Stifel are lenders under our revolving credit facility and will receive a pro rata portion of the net proceeds from this offering, whether from sales to the sales agents or upon settlement of forward sale agreements, to the extent that we use any such proceeds to reduce the outstanding balance thereunder. See “Plan of Distribution.”

If we elect to cash settle all or a portion of any particular forward sale agreement, we will not receive any proceeds from the sale of shares of our common stock related to such election, and we may not receive any net proceeds upon settlement of such forward sale agreement (or may owe cash to the applicable forward purchaser). If we elect to net share settle all or a portion of any particular forward sale agreement in full, we will not receive any net proceeds upon settlement of such forward sale agreement from the applicable forward purchaser (and may owe shares of our common stock to the applicable forward purchaser).

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PLAN OF DISTRIBUTION

We have entered into the ATM equity distribution agreement, dated the date hereof, with (i) Wells Fargo Securities, Baird, BofA Securities, BTIG, Citigroup, Evercore, Jefferies, J.P. Morgan, Mizuho, Morgan Stanley, Ramirez, Raymond James, Regions, SMBC and Stifel, in each case, an agent, and (ii) Wells Fargo, National Association, Baird, Bank of America, N.A., Citibank, N.A. (or an affiliate thereof), Jefferies, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley, Morgan Stanley Capital Services LLC, Nomura Global Financial Products, Inc., Raymond James, Regions and Stifel, or their respective affiliates or agents, in each case, a forward purchaser , relating to shares of our common stock offered by this prospectus supplement. In accordance with the terms of the ATM equity distribution agreement, we may offer and sell shares of our common stock having an aggregate gross sales price of up to $1,750,000,000 from time to time through one or more of the sales agents, acting as our agents (such sales whereby sales agents act as agents, “agency transactions”), or forward sellers, except with respect to Nomura Global Financial Products, Inc., in which case the relevant forward seller is Nomura Securities International, Inc. (acting through BTIG as its agent), acting as agents for a forward purchaser, for the offer and sale of the common stock, or directly to the sales agents, acting as principals. The ATM equity distribution agreement provides that, in addition to the issuance and sale of the shares of our common stock by us through the sales agents, we may also enter into one or more forward sale agreements under separate master forward sale agreements and related supplemental confirmations between us and a forward purchaser. In connection with any forward sale agreement, the relevant forward purchaser will, at our request and on terms agreed by the forward seller and the forward purchaser, use commercially reasonable efforts, consistent with its normal trading and sales practices for similar transactions and applicable law and regulation, to borrow from third parties and, through the applicable forward seller, sell a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward sale agreement. We also may issue and sell shares of our common stock to one or more of the sales agents as principal for its or their own account at a price agreed upon at the time of sale (such sales whereby sales agents act as principals, “principal transactions”). Each time that we desire to issue and sell shares of common stock through agency transactions, we will issue a placement notice (a “placement notice”) to a sales agent, which will sell shares subject to the terms of such placement notice. If we sell shares of common stock to one or more of the sales agents in a principal transaction, we will enter into a separate agreement (a “terms agreement”) with each such sales agent or sales agents, and we will describe any such agreement in a separate prospectus supplement or pricing supplement.

Upon delivery of a placement notice and subject to the terms and conditions of the ATM equity distribution agreement, the sales agents may sell our common stock by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act, including, without limitation, sales made directly on NYSE (or any other primary trading market for our common stock) or to or through a market maker (which may include block transactions). With our prior consent, the sales agents may also sell our common stock in privately negotiated transactions. We may instruct the sales agents not to sell common stock if the sales cannot be effected at or above the price designated by us from time to time. We may suspend the offering of our common stock under the ATM equity distribution agreement by notifying the sales agents. A sales agent may suspend its offering of our common stock under a placement notice by notifying us of such suspension.

Sales of the shares of our common stock, if any, made through the sales agents, acting as our sales agents, or the forward sellers, acting as agents for the relevant forward purchaser, or directly to a sales agent, acting as principal, as contemplated by this prospectus supplement and the accompanying prospectus, may be made by means of ordinary brokers’ transactions on NYSE, or on any other primary trading market for our common stock, by means of negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

We will pay each sales agent commissions for its services in acting as agent in the sale of our common stock pursuant to agency transactions. Each sales agent will be entitled to compensation of up to 2.0% of the gross proceeds from the sales of shares sold by it pursuant to a placement notice. Any purchase price discount provided to a sales agent selling shares in a principal transaction will be determined at the time we and such sales agent enter into a terms agreement. In connection with each forward sale, we will pay the applicable forward seller, in the form of a reduced forward sale price under the related forward sale agreement with a forward purchaser, commissions at a mutually agreed rate that shall not be more than 2.0% of the applicable initial forward sale price for shares

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underlying a contingent forward transaction or 2.0% of the gross sales price of all borrowed shares of our common stock sold by it as a forward seller in connection with a non-contingent forward transaction, as applicable. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions, discounts and proceeds to us, if any, are not determinable at this time. We estimate that the total expenses for the offering, excluding compensation payable to the sales agents and/or the forward sellers, as applicable, under the terms of the ATM equity distribution agreement, will be approximately $200,000. We have also agreed to reimburse the sales agent for certain of their expenses in an amount up to $10,000. To the extent that we have not sold at least $30,000,000 of shares of our common stock prior to the termination of the ATM equity distribution agreements, under certain circumstances, we have agreed to reimburse the sales agents or the forward sellers and the forward purchasers for reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel incurred by such sales agents or forward sellers and forward purchasers, as applicable up to a maximum aggregate amount of $100,000.

Each of the sales agents has committed, if requested by us, to sell up to a certain dollar amount of shares of our common stock determined by us. If requested by us and agreed to by the sales agent, such sales agent may sell additional shares of our common stock in excess of such dollar amount. None of the forward sellers, acting as agents for the applicable forward purchaser, is required to sell any specific number or dollar amount of shares of our common stock. Each of the sales agents, acting as our sales agents, and forward sellers, acting as agents for the applicable forward purchaser, has agreed to use its commercially reasonable efforts, as our sales agents or as agents for the applicable forward purchaser, as applicable, consistent with its normal trading and sales practices for similar transactions and applicable law and regulations and on the terms and subject to the conditions of the ATM equity distribution agreement, to sell the shares offered as instructed by us and in the case of sales in connection with a forward sale agreement, as agreed by the relevant forward seller and forward purchaser. The shares of our common stock offered and sold through the sales agents, as our sales agents, or forward sellers, as agents for the relevant forward purchasers, pursuant to this prospectus supplement and the accompanying prospectus will be offered and sold through only one sales agent or forward seller on any given day.

In connection with the sale of shares of our common stock on our behalf, each sales agent, forward seller or forward purchaser may be deemed to be an “underwriter” within the meaning of the Securities Act, and all or a portion of the compensation of the sales agents, forward sellers or forward purchasers in the form of a commission, a reduced forward sale price under the forward sale agreements , as applicable, may be deemed to be underwriting commissions or discounts. We have agreed in the ATM equity distribution agreement to indemnify each sales agent, forward seller and forward purchaser against specified liabilities, including liabilities under the Securities Act, or to contribute to payments a sales agent, forward seller or forward purchaser may be required to make in respect of those liabilities.

With respect to any sales by a sales agent for us, such sales agent will provide written confirmation to us following the close of trading on NYSE (or any other primary trading market for our common stock) each day on which shares of our common stock are sold by it as sales agent for us, which will include the number of shares sold on that day, the aggregate gross sales proceeds of the shares, the aggregate net proceeds to us and the aggregate compensation payable by us to such sales agent with respect to such sales. With respect to any sales by a sales agent as forward seller for the relevant forward purchaser, such forward seller or the relevant forward purchaser will provide written confirmation to us following the close of trading on NYSE (or any other primary trading market for our common stock) on the trading day immediately following the last day on which shares of our common stock are sold by it pursuant to the applicable forward sale agreement, which will include the aggregate number of borrowed shares sold and the initial forward price under the forward sale agreement.

If any sales agent, any forward purchaser or we have reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied, that party will promptly notify the other and sales of our common stock under the ATM equity distribution agreement will be suspended until that or other exemptive provisions have been satisfied in the judgment of such sales agent and us.

The offering of our common stock pursuant to the ATM equity distribution agreement will terminate upon the earlier of (i) the sale of the maximum aggregate gross proceeds of our common stock authorized to be sold under the

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ATM equity distribution agreement or (ii) the termination of the ATM equity distribution agreement in accordance with its terms.

We may terminate the ATM equity distribution agreement at any time. Any sales agent or forward purchaser may terminate the ATM equity distribution agreement as to itself at any time in accordance with the terms of ATM equity distribution agreement.

Sales Through Sales Agents

From time to time during the term of the ATM equity distribution agreement, we may instruct any of the sales agents to sell shares of our common stock and as to the maximum number or aggregate gross sales price of shares to be sold by such sales agent on such day and the minimum price per share at which shares may be sold. Upon instruction by us, and subject to the terms and conditions of the ATM equity distribution agreement, such sales agent will use its commercially reasonable efforts consistent with its normal trading and sales practices for similar transactions and applicable law and regulations, to sell such shares as instructed by us. The shares of our common stock offered and sold through the sales agents, as our sales agents, pursuant to this prospectus supplement and the accompanying prospectus will be offered and sold through only one sales agent on any given day. We or any such sales agent may suspend the offering of our common stock at any time upon proper notice to the other, upon which the selling period will immediately terminate.

Under the terms of the ATM equity distribution agreement, we may also sell shares of our common stock to any of the sales agents, as principal, at a price per share to be agreed upon at the time of sale. If we sell shares directly to a sales agent as principal, we will enter into a terms agreement with that sales agent and we will describe the terms of the offering of those shares in a separate prospectus supplement or pricing supplement. In any such sale to a sales agent as principal, we may agree to pay the applicable sales agent a commission or underwriting discount that may exceed 2.0% of the gross sales price per share of common stock sold to such sales agent, as principal. None of the sales agents has any obligation to purchase shares of our common stock from us as principal and may elect whether or not to do so in its sole discretion.

Settlement for sales of our common stock are generally anticipated to occur on the second trading day following the date on which any sales were made, or on such other date that is agreed in connection with a particular transaction, in return for payment to us of the net proceeds. Settlement for sales of our common stock sold pursuant to a principal transaction will occur on such date and at such time as agreed upon in the applicable terms agreement, in return for the payment to us of the purchase price specified in such terms agreement (less any applicable transfer taxes or similar fees). There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

The compensation to our sales agents will vary based on the amount of gross proceeds from the sale of shares of our common stock pursuant to the ATM equity distribution agreement.

Sales Through Forward Sellers

In the case of a contingent forward transaction our obligation to sell and the applicable forward purchaser’s obligation to purchase, shares of our common stock underlying such forward sale agreement at the applicable forward sale price, is contingent on the applicable forward purchaser’s exercise (or deemed exercise) of such contingency, which may occur in whole or in part from time to time prior to specified contingency expiration dates. We expect that the initial forward price of the contingent forward transactions will be above, but not substantially above, the volume-weighted average sale price per share at which the applicable forward seller established its contingent forward initial hedge position. In addition, we expect that on the same days when the relevant contingent forward purchaser is so selling shares of our common stock underlying such contingent forward transaction, through such forward seller, such contingent forward purchaser will contemporaneously purchase a substantial portion of such number of shares in the open market for its own account to offset such number of shares sold into the market, as such contingent forward purchaser expects its contingent forward initial hedge position to be substantially less than the number of shares of our common stock underlying such contingent forward sale agreement. In connection with each contingent forward transaction, we may receive a contingency premium upon entry into contingent forward transactions.

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In the case of a non-contingent forward transaction, our obligation to sell and the applicable forward purchaser’s obligation to purchase, shares of our common stock underlying such forward sale agreement at the applicable forward sale price is not subject to the contingency described above.

From time to time during the term of the ATM equity distribution agreement, and subject to the terms and conditions set forth therein and in the related forward sale agreements, we may deliver a placement notice relating to a forward to any of the forward sellers and a forward purchaser. In addition, from time to time during the term of the ATM equity distribution agreement, and subject to the terms and conditions set forth therein, if such placement notice relates to a contingent forward transaction, the relevant contingent forward purchaser may quote terms of potential contingent forward transactions. Upon acceptance of a placement notice from us requesting that the forward seller execute sales of shares of borrowed common stock in connection with one or more forward sale agreements with respect to a non-contingent forward transaction or upon acknowledgment by the relevant contingent forward purchaser accepting the agreed terms in the case of a contingent forward transaction, and subject to the terms and conditions of the ATM equity distribution agreement and the forward sale agreement, the relevant forward purchaser will use commercially reasonable efforts to borrow, and the relevant forward seller will use commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations, to sell, the relevant shares of our common stock on such terms to hedge the relevant forward purchaser’s exposure under that particular forward sale agreement. We or the relevant forward seller may immediately suspend the offering of our common stock at any time upon proper notice to the other.

We expect that settlement between the relevant forward purchaser and forward seller of sales of borrowed shares of our common stock, as well as the settlement between the relevant forward seller and buyers of such shares of our common stock in the market, will generally occur on the second trading day following the date any sales are made. The obligation of the relevant forward seller under the ATM equity distribution agreement to execute such sales of our common stock is subject to a number of conditions, which each forward seller reserves the right to waive in its sole discretion.

In connection with each forward sale agreement, we will pay the relevant forward seller, in the form of a reduced forward sale price under the related forward sale agreement with a forward purchaser, commissions at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the applicable initial forward sale price for shares underlying a contingent forward transaction or 2.0% of the gross sales prices of all borrowed shares of our common stock sold by it as a forward seller in connection with a non-contingent forward transaction, as applicable. We refer to this commission rate as the forward selling commission.

The forward sale price per share under each forward sale agreement will initially equal the product of (1) an amount equal to one minus the applicable forward selling commission and (2) in the case of a non-contingent forward transaction, the volume-weighted average price per share at which the shares of borrowed common stock were sold pursuant to the ATM equity distribution agreement by the relevant forward seller, subject to an adjustment as described in the relevant forward sale agreement or in the case of a contingent forward transaction, the initial forward price agreed between us and the relevant contingent forward purchaser, subject to adjustments as described in the relevant forward sale agreement.

The forward sale agreements will provide that the forward sale price will be subject to an adjustment on a daily basis following the effective date in the case of a non-contingent forward transaction or the contingency completion date in the case of a contingent forward transaction, based on a factor equal to the overnight bank funding rate, less a spread, and will be decreased by amounts related to expected dividends on our common stock during the term of the particular forward sale agreement. If the overnight bank funding rate is less than the spread on any day, the interest factor will result in a reduction of the forward sale price for such day.

Before settlement of a fixed share forward transaction, we expect that the shares of our common stock issuable upon settlement of such fixed share forward transaction will be reflected in our diluted earnings per share, return on equity and dividends per share calculations using the treasury stock method. Under this method, the number of shares of our common stock used in calculating diluted earnings per share, return on equity and dividends per share is deemed to be increased by the excess, if any, of the number of shares of our common stock that would be issued upon full physical settlement of such fixed share forward transaction over the number of shares of our common

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stock that could be purchased by us in the market (based on the average market price during the relevant period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the relevant reporting period). Consequently, before physical or net share settlement of such fixed share forward transaction and subject to the occurrence of certain events, we anticipate there will be no dilutive effect on our earnings per share, except during periods when the average market price of our common stock is above the applicable forward sale price.

Except under limited circumstances described below, we have the right to elect physical, cash or net share settlement under any forward sale agreement. Although we expect to settle each fixed share forward transaction entirely by delivering shares of our common stock in connection with full physical settlement, we may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of our obligations such fixed share forward transaction if we conclude that it is in our interest to do so. For example, we may conclude that it is in our interest to cash settle or net share settle a fixed share forward transaction if we have no then-current use for all or a portion of the net proceeds that we would receive upon physical settlement. In addition, subject to certain conditions, we may elect to accelerate the settlement of all or a portion of the number of shares of our common stock underlying a fixed share forward transaction.

If we elect to physically settle all or a portion of any fixed share forward transaction by issuing and delivering shares of our common stock, we will receive an amount of cash from the relevant forward purchaser equal to the product of the forward sale price per share under that particular forward sale agreement and the number of shares of our common stock related to such election. In the event that we elect to cash settle, the settlement amount will be generally related to (1) (a) the arithmetic average of the volume-weighted average price of our common stock on each day during the relevant unwind period under the particular forward sale agreement on which the relevant forward purchaser or its affiliate purchases shares of our common stock in connection with unwinding its related hedge position minus (b) the arithmetic average of the applicable forward sale price on each such day; multiplied by (2) the number of shares of our common stock underlying such fixed share forward transaction subject to cash settlement. In the event we elect to net share settle, the settlement amount will be generally related to (1) (a) the weighted average price at which the relevant forward purchaser or its affiliate purchases shares of our common stock during the relevant unwind period under the particular forward sale agreement minus (b) the weighted average of the applicable forward sale price on each such day; multiplied by (2) the number of shares of our common stock underlying such fixed share forward transaction subject to such net share settlement. If this settlement amount is a negative number, the relevant forward purchaser will pay us the absolute value of that amount (in the case of cash settlement) or deliver to us a number of shares of our common stock having a value, determined pursuant to the terms of the relevant forward sale agreement, equal to the absolute value of such amount (in the event of net share settlement). If this settlement amount is a positive number, we will pay the relevant forward purchaser that amount (in the case of cash settlement) or deliver to the relevant forward purchaser a number of shares of our common stock having a value, determined pursuant to the terms of the relevant forward sale agreement, equal to such amount (in the event of net share settlement). In connection with any cash settlement or net share settlement, we would expect the relevant forward purchaser or its affiliate to purchase shares of our common stock in secondary market transactions for delivery to third-party stock lenders in order to close out the forward purchaser’s hedge position in respect of the particular forward sale agreement and, if applicable, for delivery to us under a net share settlement. The purchase of shares of our common stock in connection with the relevant forward purchaser or its affiliate unwinding the forward purchaser’s hedge positions could cause the price of our common stock to increase over time (or prevent or reduce the amount of a decrease over time), thereby increasing the amount of cash we owe to the relevant forward purchaser (or decreasing the amount of cash that the relevant forward purchaser owes us) upon cash settlement or increasing the number of shares of our common stock that we are obligated to deliver to the relevant forward purchaser (or decreasing the number of shares of our common stock that the relevant forward purchaser is obligated to deliver to us) upon net share settlement of the particular forward sale agreement. See “Risk Factors - Risks Relating to This Offering.”

A forward purchaser will have the right to accelerate its fixed share forward transaction, and require us to physically settle on a date specified by the relevant forward purchaser if (1) the relevant forward purchaser or its affiliate (x) is unable, after using commercially reasonable efforts, to borrow sufficient shares of our common stock to hedge its position under such forward sale agreement at a stock borrow cost equal to or less than a specified

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amount, or (y) would incur a stock borrow cost in excess of a specified threshold to hedge its exposure under such forward sale agreement; (2) we declare any dividend, issue or distribution on shares of our common stock that constitutes an extraordinary dividend under such forward sale agreement; (3) certain ownership thresholds applicable to such forward purchaser and its affiliates are exceeded; (4) an event is announced that if consummated would result in a specified extraordinary event (including certain mergers or tender offers, as well as certain events involving our nationalization, or a delisting of our common stock) or the occurrence of a change in law or disruption in such forward purchaser’s ability to hedge, or materially increased cost to such forward purchaser in hedging, its exposure under such forward sale agreement; or (5) certain other events of default, termination events or other specified events occur, including, among others, any material misrepresentation made in connection with such forward sale agreement (as such terms are defined in the particular forward sale agreement). The relevant forward purchaser’s decision to exercise its right to accelerate the settlement of such fixed share forward transaction, as applicable will be made irrespective of our need for capital. In such cases, we could be required to issue and deliver shares of our common stock under the physical settlement provisions of the particular forward sale agreement or, if we so elect and the relevant forward purchaser permits our election, cash or net share settlement provisions of the particular forward sale agreement irrespective of our capital needs, which would result in dilution to our earnings per share, return on equity and dividends per share in the case of physical settlement. In addition, if we enter into any contingent forward transactions, the relevant contingent forward purchaser will have the right to obligate us to sell shares of our common stock underlying such forward sale agreement on the maturity date at the applicable forward sale price, which may occur in whole or in part from time to time prior to specified contingency expiration dates. The relevant contingent forward purchaser’s decision to exercise such contingency will be made irrespective of our interests, including our need for capital. In addition, upon certain insolvency filings relating to us, the fixed share forward transactions will automatically terminate without further liability of either party. Following any such termination, we would not issue any shares of our common stock or receive any proceeds with respect to such fixed share forward transaction. See “Risk Factors - Risks Relating to This Offering.”

The relevant contingent forward purchaser may also terminate the contingent portion of such contingent forward transaction early upon the occurrence of certain events specified in such forward sale agreement, including: (i) if the relevant contingent forward purchaser is unable, after using commercially reasonable efforts, to establish, maintain or unwind its hedge position with respect to such contingent portion or to borrow a number of shares of our common stock equal to such hedge position at a rate that is equal to or less than the maximum stock loan rate specified in such forward sale agreement; (ii) an extraordinary event (as such term is defined in such forward sale agreement and which includes certain mergers or tender offers or the delisting of our common stock) occurs or there is a public announcement of an event or transaction that, if consummated, would constitute such an extraordinary event; or (iii) certain other events of default, termination events or other specified events occur, including, among other things, any material misrepresentation made by us in connection with entering into such forward sale agreement, our bankruptcy or a change in law (as such terms are defined in such forward sale agreement). Upon such a termination, the relevant contingent forward purchaser will determine the amount payable in connection with such termination pursuant to the terms of such forward sale agreement, which under certain circumstances will be settled in shares of our common stock. To the extent such a termination occurs, we will not receive any proceeds from such terminated contingent portion and may instead be required to pay (or under certain circumstances, deliver shares of our common stock) to the relevant contingent forward purchaser such termination amount. See “Risk Factors—Risks Related to Contingent Forward Transactions.”

In addition, such forward sale agreement will allow the relevant contingent forward purchaser to adjust the terms of such contingent portion, including the initial forward price, in good faith and in a commercially reasonable manner to account for the economic effect on such contingent portion of certain events involving us or our common stock. To the extent those adjustments affect the initial forward price or other terms relevant to valuation of such contingent portion, they may affect the proceeds we receive under such contingent forward transactions. See “Risk Factors—Risks Related to Contingent Forward Transactions.”

A forward purchaser (or its affiliate) will receive the net proceeds from any sale of borrowed shares of our common stock in connection with the ATM equity distribution agreement and any forward sale agreement. As a result, the forward sellers or their affiliates or any other sales agent or its affiliates who may enter forward sale agreements with us may receive the net proceeds from the sale of such shares, not including commissions.

S-17

Other Relationships

The sales agents and their affiliates have from time to time provided, and may in the future provide, various investment banking, commercial banking, financial advisory and other services for us for which they have received or will receive customary fees and expenses.

As of March 31, 2026, there was no outstanding balance under our revolving credit facility. Our revolving credit facility matures in August 2028, with options to extend the maturity date to August 2029 that we may exercise at our option, subject to certain customary conditions. Certain of the sales agents and/or their affiliates are lenders under our revolving credit facility. As described in this prospectus supplement under “Use of Proceeds,” affiliates of each of Wells Fargo Securities, BofA Securities, Citigroup, J.P. Morgan, Mizuho, Morgan Stanley, Raymond James, Regions and Stifel are lenders under our revolving credit facility and will receive a pro rata portion of the net proceeds from this offering, whether from sales to the sales agents or upon settlement of forward sale agreements, to the extent that we use any such proceeds to reduce the outstanding balance thereunder. As a result, Wells Fargo Securities, BofA Securities, Citigroup, J.P. Morgan, Mizuho, Morgan Stanley, Raymond James, Regions and Stifel or their affiliates may receive more than 5% of the net proceeds from the sale of shares of our common stock. Associated Investment Services, Inc. (AIS), a Financial Industry Regulatory Authority member and indirect, wholly-owned subsidiary of Associated Banc-Corp, is being paid a referral fee by Ramirez.

Certain of the sales agents and/or their affiliates are lenders under a $350 million unsecured term loan expiring in January 2029.

In addition, in the ordinary course of their business activities, the sales agents and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own accounts and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The sales agents and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

S-18

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. Our SEC filings are also available on our website at www.agreerealty.com. However, information located on or accessible from our website is not a part of this prospectus supplement or the accompanying prospectus, other than documents that we file with the SEC that are incorporated or deemed to be incorporated by reference into this prospectus supplement or the accompanying prospectus.

This prospectus supplement is a part of a registration statement on Form S-3ASR that we filed with the SEC. The prospectus supplement and accompanying prospectus do not contain all of the information included in the registration statement. Statements contained in this prospectus supplement as to the contents of any contract or other document are not necessarily complete, and in each instance reference is made to the copy of that contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by that reference and the exhibits and schedules thereto. For further information about us and the securities offered by this prospectus supplement, you should refer to the registration statement and such exhibits and schedules which may be obtained from the SEC, free of charge, on its website at www.sec.gov.

S-19

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The documents listed below have been filed by us under the Exchange Act with the SEC and are incorporated by reference into this prospectus:

•our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 10, 2026;

•our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 2 , 2026;

•our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on April 21, 2026;

•our Current Reports on Form 8-K filed with the SEC on January 5, 2026 and April 2, 2026; and

•the description of our common stock in our registration statement on Form 8-A filed on March 18, 1994, including any amendments and reports filed for the purpose of updating such description.

All documents that we file (but not those that we furnish) with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus supplement and prior to the termination of the offering of any securities covered by this prospectus supplement and the accompanying prospectus shall be deemed to be incorporated by reference into this prospectus supplement and will automatically update and supersede the information in this prospectus supplement, the accompanying prospectus and any previously filed documents.

This means that important information about us appears or will appear in these documents and will be regarded as appearing in this prospectus supplement. To the extent that information appearing in a document filed later is inconsistent with prior information, the later statement will control and the prior information, except as modified or superseded, will no longer be a part of this prospectus supplement.

Copies of all documents which are incorporated by reference in this prospectus supplement and the accompanying prospectus (not including the exhibits to such information, unless such exhibits are specifically incorporated by reference) will be provided without charge to each person, including any beneficial owner of the securities offered by this prospectus supplement, to whom this prospectus supplement or the accompanying prospectus is delivered, upon written or oral request. Requests should be directed to our Secretary, 32301 Woodward Avenue, Royal Oak, Michigan 48073 (telephone number: (248) 737-4190). You may also obtain copies of these filings, at no cost, by accessing our website at www.agreerealty.com; however, the information located on, or accessible from, our website is not, and should not be deemed to be, part of this prospectus supplement or the accompanying prospectus.

EXPERTS

The audited consolidated financial statements, schedule and management’s assessment of the effectiveness of internal control over financial reporting incorporated by reference into this prospectus supplement and elsewhere in the accompanying prospectus have been so incorporated by reference in reliance upon the reports of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

LEGAL MATTERS

Certain legal matters with respect to the validity of any shares of our common stock to be issued by us and offered by means of this prospectus supplement and certain other legal matters relating to Maryland law will be passed upon for us by Ballard Spahr LLP, Baltimore, Maryland, and certain other legal matters and certain tax matters will be passed upon for us by Honigman LLP, Detroit, Michigan. The sales agents and forward purchasers are being represented in connection with this offering by Latham & Watkins LLP, Los Angeles, California.

S-20

PROSPECTUS

AGREE REALTY CORPORATION

Common Stock

Preferred Stock

Depositary Shares

Warrants

Guarantees of Debt Securities of Agree Limited Partnership

AGREE LIMITED PARTNERSHIP

Debt Securities

Agree Realty Corporation may offer and sell from time to time the following securities described in this prospectus, in each case on terms to be determined at the time of the offering:

•Common Stock

•Preferred Stock

•Depositary Shares

•Warrants

•Guarantees of Debt Securities of Agree Limited Partnership

Agree Limited Partnership may offer from time to time debt securities in one or more series. The subsidiaries that are identified as Co-Registrants in the registration statement containing this prospectus may guarantee the debt securities of Agree Limited Partnership.

This prospectus describes some of the general terms that apply to the securities. We will provide specific terms of any securities we may offer in supplements to this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you invest. We also may authorize one or more free writing prospectuses to be provided to you in connection with the offering. The prospectus supplement and any free writing prospectus also may add, update or change information contained or incorporated in this prospectus.

We may offer and sell these securities to or through one or more underwriters, dealers or agents, or directly to purchasers on a continuous or delayed basis. The prospectus supplement for each offering of securities will describe the plan of distribution for that offering. For general information about the distribution of securities offered, see “Plan of Distribution” in this prospectus. The prospectus supplement also will set forth the price to the public of the securities and the net proceeds that we expect to receive from the sale of such securities.

Agree Realty Corporation’s common stock (the “common stock”) is traded on the New York Stock Exchange (“NYSE”) under the symbol “ADC.” On April 23, 2026, the last reported sales price of the common stock on the NYSE was $77.25 per share.

We impose certain restrictions on the ownership and transfer of our capital stock. You should read the information under the section entitled “Description of Common Stock — Restrictions on Ownership and Transfer” in this prospectus for a description of these restrictions.

Investing in our securities involves risks. You should carefully read and consider the “Risk Factors” beginning on page 3 of this prospectus and in our most recent Annual Report on Form 10-K, which is incorporated by reference herein and in any other documents incorporated by reference into this prospectus, as well as in any other recently filed quarterly or current reports and the applicable prospectus supplement before investing in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 24, 2026.

Table of Contents


PROSPECTUS SUMMARY			2
RISK FACTORS			3
GUARANTOR DISCLOSURES			4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			5
USE OF PROCEEDS			7
DESCRIPTION OF COMMON STOCK			7
DESCRIPTION OF PREFERRED STOCK			15
DESCRIPTION OF DEPOSITARY SHARES			20
DESCRIPTION OF WARRANTS			24
DESCRIPTION OF DEBT SECURITIES AND RELATED GUARANTEES			25
MATERIAL FEDERAL INCOME TAX CONSIDERATIONS			33
PLAN OF DISTRIBUTION			59
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			61
EXPERTS			62
LEGAL MATTERS			62

We have not authorized anyone to give any information or to make any representation other than those contained or incorporated by reference into this prospectus and the accompanying supplement to this prospectus. You must not rely upon any information or representation not contained or incorporated by reference into this prospectus or the accompanying prospectus supplement. This prospectus and the accompanying supplement to this prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and the accompanying supplement to this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information in this prospectus or a prospectus supplement is accurate as of any date other than the date on the front of the document or that any information we have incorporated by reference is accurate on any date subsequent to the date of the document incorporated by reference, even though this prospectus or any prospectus supplement is delivered or securities are sold on a later date. When we deliver this prospectus or a supplement or make a sale pursuant to this prospectus or a supplement, we are not implying that the information is current as of the date of the delivery or sale.

ABOUT THIS PROSPECTUS

This prospectus is part of an automatic shelf registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act. Under the automatic shelf registration process, we may, over time, sell any combination of the securities described in this prospectus or in any applicable prospectus supplement in one or more offerings. The exhibits to our registration statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase the securities we offer, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the sections entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus only provides you with a general description of the securities we may offer. As allowed by SEC rules, this prospectus does not contain all of the information you can find in the registration statement or the exhibits to the registration statement. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering, including the specific amounts, prices and terms of the securities offered. A prospectus supplement may also add, update or change information contained in this prospectus or in documents we have incorporated by reference. Accordingly, to the extent there is an inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should carefully read both this prospectus and any prospectus supplement together with the additional information described below under the sections entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

PROSPECTUS SUMMARY

This summary only highlights the more detailed information appearing elsewhere in this prospectus or incorporated by reference into this prospectus. It may not contain all of the information that is important to you. You should carefully read the entire prospectus and the documents incorporated by reference into this prospectus before deciding whether to invest in our securities.

Unless otherwise indicated or the context requires otherwise, in this prospectus and any prospectus supplement hereto references to the “Company” refer to Agree Realty Corporation, a Maryland corporation, and references to the “Operating Partnership” refer to Agree Limited Partnership, a Delaware limited partnership. In this prospectus and any prospectus supplement, the terms “we,” “us,” and “our” refer to the Company, the Operating Partnership and the direct and indirect subsidiaries of the Operating Partnership on a consolidated basis, unless otherwise indicated.

Our Company

The Company 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 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 99.7% common interest as of March 31, 2026. 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 March 31, 2026, the Company’s portfolio consisted of 2,756 properties located in all 50 states and totaling approximately 57.5 million square feet of gross leasable area. The portfolio was approximately 99.7% leased and had a weighted average remaining lease term of approximately 7.8 years. A significant majority of the Company’s properties are leased to national tenants and approximately 65.4% of our 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 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.

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 “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 32301 Woodward Avenue, Royal Oak, MI 48073, and its telephone number is (248) 737-4190. The Company’s website is www.agreerealty.com. However, the information located on, or accessible from, our website is not, and should not be deemed to be, part of this prospectus, the accompanying prospectus or any free writing prospectus or incorporated into any other filing that we submit to the SEC.

RISK FACTORS

Investing in our securities involves risks. Before purchasing the securities offered by this prospectus you should carefully consider the risk factors incorporated by reference into this prospectus from our Annual Report on Form 10-K for the year ended December 31, 2025 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as well as the risks, uncertainties and additional information set forth in documents that we file with the SEC after the date of this prospectus and which are deemed incorporated by reference into this prospectus, and the information contained or incorporated by reference into any applicable prospectus supplement. For a description of these reports and documents, and for information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference”. The risks and uncertainties we discuss in this prospectus and any applicable prospectus supplement and in the documents incorporated by reference into this prospectus are those that we currently believe may materially affect us. Additional risks not presently known or that are currently deemed immaterial could also materially and adversely affect our financial condition, liquidity, results of operations, business and prospects.

GUARANTOR DISCLOSURES

Agree Realty Corporation and certain of our subsidiaries may guarantee debt securities of Agree Limited Partnership as described in “Description of Debt Securities and Related Guarantees.” Any such guarantees by Agree Realty Corporation will be full, irrevocable, unconditional and absolute joint and several guarantees to the holders of each series of such outstanding guaranteed debt securities.

As a result of amendments to Rule 3-10 of Regulation S-X adopted by the SEC in March 2020 and effective in January 2021, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to certain exceptions, the alternative disclosure required by Rule 13-01 of Regulation S-X is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of Agree Limited Partnership have not been presented.

Furthermore, as permitted under Rule 13-01(a)(4)(vi)(A) of Regulation S-X, the Company has excluded the summarized financial information for Agree Limited Partnership and anticipated subsidiary guarantors, if any, because the assets, liabilities and results of operations of Agree Limited Partnership, Agree Realty Corporation and the subsidiaries that we would expect to guarantee any debt securities are not materially different than the corresponding amounts in Agree Realty Corporation’s consolidated financial statements, and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, any accompanying prospectus supplement and the documents we incorporate by reference each contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. We intend 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 include this statement for purposes of complying with these safe harbor provisions. Also, documents we subsequently file with the SEC and incorporate by reference may contain forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe our 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 our control and which could materially affect our 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 macroeconomic conditions, including inflation and the potential impacts of pandemics, epidemics or other public health emergencies or fear of such events 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 macroeconomic trends may impact the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence. Moreover, investors are cautioned to interpret many of the risks identified in the risk factors discussed in this prospectus and incorporated by reference into this prospectus from our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q (in each case, including any amendments thereto), as well as the risks, uncertainties and additional information set forth in the documents that we file with the SEC and the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of macroeconomic conditions.

Additional factors which may cause actual results to differ materially from current expectations include, but are not limited to:

•factors included in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q (in each case, including any amendments thereto), including those set forth under

•the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

SEC Form 424B5 filed by Agree Realty Corporation