Agree Realty Corporation filed an 8-K with the Securities and Exchange Commission on September 22, 2026, disclosing that its subsidiary Agree Limited Partnership completed an underwritten public offering of $400 million in senior unsecured notes maturing October 15, 2036.

Key Highlights

  • Offering size: $400,000,000 aggregate principal amount of 5.650% Notes due 2036.
  • Net proceeds: Approximately $390.1 million after deducting the underwriting discount and estimated offering expenses.
  • Underwriter purchase price: 97.847% of the principal amount of the Notes.
  • Interest payments: Interest at 5.650% per annum, payable April 15 and October 15 each year, beginning April 15, 2027.
  • Guarantors: Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Issuer.
  • Closing date: The offering closed on September 22, 2026; the Underwriting Agreement was entered into on September 17, 2026.

Agree Limited Partnership Completes $400M Senior Unsecured Notes Offering

According to the filing, Agree Limited Partnership, a Delaware limited partnership and subsidiary of Agree Realty Corporation (NYSE:ADC), completed the underwritten public offering on September 22, 2026. The Notes were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-295307), which became effective upon filing with the Commission on April 24, 2026, along with a prospectus supplement dated September 17, 2026. The filing reports that net proceeds to the Issuer were approximately $390.1 million after deducting the underwriting discount and estimated offering expenses.

The filing states that the Notes are the Issuer's senior unsecured obligations and rank equally in right of payment with all of the Issuer's other existing and future senior unsecured indebtedness, including the Issuer's 2.900% Notes due 2030, 2.000% Notes due 2028, 4.800% Notes due 2032, 2.600% Notes due 2033, 5.625% Notes due 2034, and 5.600% Notes due 2035. According to the filing, the Notes are effectively subordinated in right of payment to existing and future mortgage and other secured indebtedness, and to liabilities of subsidiaries that are not Subsidiary Guarantors, to the extent described in the Indenture.

The filing discloses that the Notes are governed by a base indenture dated August 17, 2020, as supplemented by an officer's certificate dated September 22, 2026, with U.S. Bank Trust Company, National Association, as trustee. The Indenture contains restrictive covenants, including limitations on the ability of the Guarantors and the Issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets, according to the filing. Prior to maturity, the Notes are redeemable at the Issuer's option at the greater of 100% of principal or a make-whole premium, plus accrued interest. On or after July 15, 2036, the redemption price equals 100% of principal plus accrued and unpaid interest.

What Was Disclosed

Agree Limited Partnership disclosed the completion of a $400 million offering of 5.650% senior unsecured notes due October 15, 2036, guaranteed by Agree Realty Corporation and certain subsidiaries, generating approximately $390.1 million in net proceeds after expenses.