v3.26.3
Debt
 9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Debt Debt
As of September 30, 2026, the Company had total gross indebtedness of $3.75 billion, including (i) $42.3 million of mortgage notes payable; (ii) $700.0 million of unsecured term loans; and (iii) $3.01 billion of senior unsecured notes. There were no amounts outstanding under the Revolving Credit Facility (defined below) and Commercial Paper Program (defined below) as of September 30, 2026.
Mortgage Notes Payable
As of September 30, 2026, the Company had total gross mortgage indebtedness of $42.3 million, which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $64.2 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.63% as of September 30, 2026 and 3.67% as of December 31, 2025.
Mortgage notes payable consisted of the following as of the dates presented (in thousands):
September 30, 2026December 31, 2025
Note payable in monthly installments of $92 including interest at 6.27% per annum, with a final monthly payment paid in July 2026 at maturity
$— $628 
Note payable in monthly installments of interest only at 3.63% per annum, with a balloon payment due December 2029
42,250 42,250 
Total principal42,250 42,878 
Unamortized debt issuance costs and assumed debt discount, net(1,067)(1,332)
Total$41,183 $41,546 
The mortgage loans encumbering the Company’s properties are generally non-recourse, subject to certain exceptions for which the Company would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan, but generally include fraud or material misrepresentations, misstatements or omissions by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. At September 30, 2026, there were no mortgage loans with full or partial recourse to the Company.
The Company has entered into mortgage loans that are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that the Company defaults under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.
Unsecured Term Loans
The following table presents the unsecured term loan principal balances net of unamortized debt issuance costs as of the dates presented (in thousands):
All-in
Interest Rate		MaturitySeptember 30, 2026December 31, 2025
2029 Unsecured Term Loan(1)
4.37%January 2029$350,000 $350,000 
2031 Unsecured Term Loan(2)
4.02%May 2031350,000 — 
Total principal$700,000 $350,000 
Unamortized debt issuance costs, net(3,477)(1,926)
Total$696,523 $348,074 

(1)At September 30, 2026, the interest rate of the 2029 Unsecured Term Loan reflects the credit spread of 80 basis points and the impact of the interest rate swaps, which convert $350.0 million of SOFR based interest to a fixed interest rate of 3.57%.
(2)At September 30, 2026, the interest rate of the 2031 Unsecured Term Loan reflects the credit spread of 80 basis points and the impact of the interest rate swaps, which convert $350.0 million of SOFR based interest to a fixed interest rate of 3.22%.
2029 Unsecured Term Loan
The Company's unsecured $350.0 million 5.5-year term loan (the “2029 Unsecured Term Loan”), as amended, includes an accordion option that allows the Company to request additional lender commitments up to a total of $500.0 million and matures in January 2029. Borrowings under the 2029 Unsecured Term Loan are priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings. The Company used the existing $350.0 million interest rate swaps to hedge the variable SOFR priced interest to a weighted average fixed rate of 3.57% until January 2029.
Based on the Company’s credit ratings as of September 30, 2026, pricing on the 2029 Unsecured Term Loan was 80 basis points over SOFR, resulting in an all-in interest rate on the 2029 Unsecured Term Loan, reflecting the impact of the interest rate swaps, of 4.37%.
2031 Unsecured Term Loan
The Company's unsecured $350.0 million 5.5-year delayed draw term loan (the “2031 Unsecured Term Loan”) includes an accordion option that allows the Company to request additional lender commitments up to a total of $500.0 million and matures in May 2031. As of December 31, 2025, the Company had not drawn any amounts under the 2031 Unsecured Term Loan. On March 31, 2026, the Company drew $250.0 million under the 2031 Unsecured Term Loan. On June 30, 2026, the Company drew the remaining $100.0 million under the 2031 Unsecured Term Loan.
Borrowings under the 2031 Unsecured Term Loan are priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings. As of September 30, 2026, the applicable credit spread was 80 basis points. In addition, the Company used the existing $350.0 million interest rate swaps to hedge the variable SOFR priced interest to a weighted average fixed rate of 3.22% until May 2031, resulting in an all-in interest rate on the 2031 Unsecured Term Loan of 4.02%.
Senior Unsecured Notes
The following table presents the senior unsecured notes principal balances net of unamortized debt issuance costs and original issue discounts for the Company’s private placement and public offerings as of the dates presented (in thousands):
All-in
Interest Rate(1)
Coupon
Rate		MaturitySeptember 30, 2026December 31, 2025
2027 Senior Unsecured Notes4.26%4.26%May 2027$50,000 $50,000 
2028 Senior Unsecured Public Notes
2.11%2.00%June 2028350,000 350,000 
2028 Senior Unsecured Notes4.42%4.42%July 202860,000 60,000 
2029 Senior Unsecured Notes4.19%4.19%September 2029100,000 100,000 
2030 Senior Unsecured Notes4.32%4.32%September 2030125,000 125,000 
2030 Senior Unsecured Public Notes
3.49%2.90%October 2030350,000 350,000 
2031 Senior Unsecured Notes4.42%4.47%October 2031125,000 125,000 
2032 Senior Unsecured Public Notes
3.96%4.80%October 2032300,000 300,000 
2033 Senior Unsecured Public Notes
2.13%2.60%June 2033300,000 300,000 
2034 Senior Unsecured Public Notes
5.65%5.63%June 2034450,000 450,000 
2035 Senior Unsecured Public Notes5.35%5.60%June 2035400,000 400,000 
2036 Senior Unsecured Public Notes5.36%5.65%October 2036400,000 — 
Total Principal$3,010,000 $2,610,000 
Unamortized debt issuance costs and original issue discounts, net(32,398)(25,392)
Total$2,977,602 $2,584,608 
(1)The all-in interest rate reflects the straight-line amortization of the terminated swap agreements and original issuance discount, as applicable.
The Company entered into forward-starting interest rate swap agreements to hedge against variability in future cash flows on forecasted issuances of debt. Refer to Note 8 – Derivative Instruments and Hedging Activity. In connection with pricing certain senior unsecured notes and senior unsecured public notes, the Company terminated forward-starting interest rate swap agreements to fix the interest rate on all or a portion of the respective notes.
Senior Unsecured Notes – Private Placements
The senior unsecured notes were issued in private placements (collectively the “Private Placements”) to individual investors. The Private Placements did not involve a public offering in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Senior Unsecured Notes – Public Offerings
The senior unsecured public notes (collectively the “Public Notes”) are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. These guarantees are senior unsecured obligations of the guarantors, rank equally in right of payment with all other existing and future senior unsecured indebtedness and are effectively subordinated to all secured indebtedness of the Operating Partnership and each guarantor (to the extent of the value of the collateral securing such indebtedness).
The Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and trustee (as amended and supplemented by an officer’s certificate dated at the issuance of each of the Public Notes, the “Indenture”). The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets.
In September 2026, the Operating Partnership completed an underwritten public offering of $400.0 million in aggregate principal amount of its 5.65% Notes due 2036 (the "2036 Senior Unsecured Public Notes"). The public offering was priced at 98.497% of the principal amount, resulting in proceeds of $394.0 million before deducting debt issuance costs. In connection with the underwritten public offering, the Company terminated $300.0 million of forward-starting interest rate swap agreements that hedged the 2036 Senior Unsecured Public Notes, receiving $19.4 million, net upon termination.
Senior Unsecured Revolving Credit Facility and Commercial Paper Program
The following table presents the balances outstanding under the senior unsecured revolving credit facility and commercial paper program as of the dates presented (in thousands):
Interest RateMaturitySeptember 30, 2026December 31, 2025
Senior Unsecured Revolving Credit Facility(1)
4.63 %August 2028$— $— 
Commercial Paper Notes(2)
— %N/A—320,500
Total Principal$— $320,500 
(1)At September 30, 2026, the Revolving Credit Facility would have incurred interest of 4.63%, which is comprised of SOFR of 3.90% and the pricing grid spread of 72.5 basis points.
(2)The Commercial Paper Notes had no outstanding balance as of September 30, 2026.
Senior Unsecured Revolving Credit Facility
On August 8, 2024, the Company entered into the Fourth Amended and Restated Revolving Credit Agreement which provides a $1.25 billion senior unsecured revolving credit facility (the “Revolving Credit Facility”).
On November 17, 2025, the Company entered into the First Amendment to the Fourth Amended and Restated Revolving Credit Agreement (the “First Amendment to the Revolving Credit Facility”) with PNC Bank, as administrative agent, and a syndicate of lenders named therein, and with certain indirect subsidiaries of the Borrower as guarantors. The First Amendment to the Revolving Credit Facility amends the Revolving Credit Facility by and among the Company, the Borrower, PNC Bank, as administrative agent, and a syndicate of lenders named therein. The First Amendment to the Revolving Credit Facility includes certain technical and administrative amendments, including an amendment to the interest rate for borrowings under the Revolving Credit Facility by reducing the SOFR adjustment to zero basis points. As a result, the Revolving Credit Facility's interest rate is based on a pricing grid with a range of 72.5 to 140 basis points over SOFR, determined by the Company's credit ratings and leverage ratio. At September 30, 2026, borrowings under the Revolving Credit Facility, as amended, would have incurred interest at a rate of SOFR plus a pricing grid spread of 72.5 basis points.
The Revolving Credit Facility serves as a liquidity backstop for the Company’s Commercial Paper Notes and includes an accordion option that allows the Company to request additional lender commitments up to a total of $2.00 billion.
The Revolving Credit Facility will mature in August 2028 with Company options to extend the maturity date to August 2029.
The Company and Richard Agree, the Executive Chairman of the Company, are parties to a Reimbursement Agreement dated October 3, 2023 (the “Reimbursement Agreement”). Pursuant to the Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for his proportionate share of loss incurred under the Revolving Credit Facility and/or certain other indebtedness in an amount to be determined by facts and circumstances at the time of loss.
Commercial Paper Program
In March 2025, the Operating Partnership established a commercial paper program (the “Commercial Paper Program”), pursuant to which it may issue short-term, fixed rate, unsecured commercial paper notes (the “Commercial Paper Notes”) under the exemption from registration contained in Section 4(a)(2) of the Securities Act. Amounts available under the Commercial Paper Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate principal amount of the Commercial Paper Notes outstanding under the Commercial Paper Program at any time not to exceed $625.0 million. The Commercial Paper Notes can have maturities of up to 397 days from the date of issue and are guaranteed by the Company and certain wholly owned subsidiaries of the Operating Partnership.
Debt Maturities
The following table presents scheduled principal payments related to the Company’s debt as of September 30, 2026 (in thousands):
Total
Remainder of 2026$— 
202750,000 
2028(1)
410,000 
2029492,250 
2030475,000 
Thereafter2,325,000 
Total scheduled principal payments$3,752,250 
(1)The Revolving Credit Facility matures in August 2028, with options to extend the maturity date by six months up to two times, for a maximum maturity of August 2029 and had no outstanding balance as of September 30, 2026.
Loan Covenants
Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum total leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio. As of September 30, 2026, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its material loan covenants and obligations as of September 30, 2026.