AGREE REALTY CORPADC
AGREE REALTY CORP Debt Disclosure
Debt
As of December 31, 2025, the Company had total gross indebtedness of $3.32 billion, including (i) $42.9 million of mortgage notes payable; (ii) $350.0 million unsecured term loans; (iii) $2.61 billion of senior unsecured notes; and (iv) $320.5 million outstanding under the Revolving Credit Facility (defined below) and Commercial Paper Program (defined below).
Mortgage Notes Payable
As of December 31, 2025, the Company had total gross mortgage indebtedness of $42.9 million, which was collateralized by related real estate and tenants’ leases with an aggregate net book value of approximately $73.3 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.67% as of December 31, 2025 and 3.73% as of December 31, 2024.
Mortgage notes payable consisted of the following as of the dates presented (in thousands):
| December 31, 2025 | December 31, 2024 | |||||||||||||
Note payable in monthly installments of $92 including interest at 6.27% per annum, with a final monthly payment due July 2026 | $ | 628 | $ | 1,654 | ||||||||||
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 principal | 42,878 | 43,904 | ||||||||||||
| Unamortized debt issuance costs and assumed debt discount, net | (1,332) | (1,694) | ||||||||||||
| Total | $ | 41,546 | $ | 42,210 | ||||||||||
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 December 31, 2025, 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 | Maturity | December 31, 2025 | December 31, 2024 | ||||||||||||||||||||
2029 Unsecured Term Loan(1) | 4.37 | % | January 2029 | $ | 350,000 | $ | 350,000 | ||||||||||||||||
2031 Unsecured Term Loan(2) | 4.02 | % | May 2031 | - | - | ||||||||||||||||||
| Total principal | $ | 350,000 | $ | 350,000 | |||||||||||||||||||
| Unamortized debt issuance costs, net | (1,926) | (2,548) | |||||||||||||||||||||
| Total | $ | 348,074 | $ | 347,452 | |||||||||||||||||||
(1)At December 31, 2025, 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 December 31, 2025, if amounts were drawn under the 2031 Unsecured Term Loan, the applicable interest rate would have reflected 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
On July 31, 2023, the Company closed on the unsecured $350.0 million 5.5-year term loan (the “2029 Unsecured Term Loan”) which 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. At the time of the 2029 Unsecured Term Loan’s closing, borrowings were priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings, plus a SOFR adjustment of 10 basis points. Based on the Company’s credit ratings at the time of closing, pricing on the 2029 Unsecured Term Loan was 95 basis points over SOFR. Due to the Company’s improved credit rating, the credit spread on the 2029 Unsecured Term Loan decreased by five basis points in August 2025. 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.
On August 8, 2024, the Company entered into the First Amendment to Term Loan Agreement (the “First Amendment”) with PNC Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein, and with certain indirect subsidiaries of the Operating Partnership as guarantors. The First Amendment implements various covenant and technical amendments to make the 2029 Unsecured Term Loan’s provisions consistent with corresponding provisions in the Revolving Credit Facility (see “Senior Unsecured Revolving Credit Facility” below). The First Amendment does not change the maturity or the pricing terms of the 2029 Unsecured Term Loan.
On November 17, 2025, the Company entered into the Second Amendment to Term Loan Agreement (the “Second Amendment”) with PNC Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein, and with certain indirect subsidiaries of the Operating Partnership as guarantors. The Second Amendment implements various changes to conform to the 2031 Unsecured Term Loan (defined below). In addition, the Second Amendment reduced the SOFR adjustment to zero basis points, resulting in the borrowings under the 2029 Unsecured Term Loan to be priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings. Based on the Company’s credit ratings as of December 31, 2025, pricing on the 2029 Unsecured Term Loan was 80 basis points over SOFR.
2031 Unsecured Term Loan
On November 17, 2025, the Company closed on an unsecured $350.0 million delayed draw term loan (the “2031 Unsecured Term Loan”) which 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. 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. Based on the Company’s credit ratings at the time of closing, pricing on the 2031 Unsecured Term Loan was 80 basis points over SOFR. The Company used the existing $350.0 million of forward starting interest rate swaps to hedge the variable SOFR priced interest to a weighted average fixed rate of 3.22% until May 2031.
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 | Maturity | December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||
| 2025 Senior Unsecured Notes | 4.16% | 4.16% | May 2025 | $ | — | $ | 50,000 | |||||||||||||||||||||||||
| 2027 Senior Unsecured Notes | 4.26% | 4.26% | May 2027 | 50,000 | 50,000 | |||||||||||||||||||||||||||
| 2028 Senior Unsecured Public Notes | 2.11% | 2.00% | June 2028 | 350,000 | 350,000 | |||||||||||||||||||||||||||
| 2028 Senior Unsecured Notes | 4.42% | 4.42% | July 2028 | 60,000 | 60,000 | |||||||||||||||||||||||||||
| 2029 Senior Unsecured Notes | 4.19% | 4.19% | September 2029 | 100,000 | 100,000 | |||||||||||||||||||||||||||
| 2030 Senior Unsecured Notes | 4.32% | 4.32% | September 2030 | 125,000 | 125,000 | |||||||||||||||||||||||||||
| 2030 Senior Unsecured Public Notes | 3.49% | 2.90% | October 2030 | 350,000 | 350,000 | |||||||||||||||||||||||||||
| 2031 Senior Unsecured Notes | 4.42% | 4.47% | October 2031 | 125,000 | 125,000 | |||||||||||||||||||||||||||
| 2032 Senior Unsecured Public Notes | 3.96% | 4.80% | October 2032 | 300,000 | 300,000 | |||||||||||||||||||||||||||
| 2033 Senior Unsecured Public Notes | 2.13% | 2.60% | June 2033 | 300,000 | 300,000 | |||||||||||||||||||||||||||
| 2034 Senior Unsecured Public Notes | 5.65% | 5.63% | June 2034 | 450,000 | 450,000 | |||||||||||||||||||||||||||
| 2035 Senior Unsecured Public Notes | 5.35% | 5.60% | June 2035 | 400,000 | — | |||||||||||||||||||||||||||
| Total principal | $ | 2,610,000 | $ | 2,260,000 | ||||||||||||||||||||||||||||
| Unamortized debt issuance costs and original issue discounts, net | (25,392) | (22,241) | ||||||||||||||||||||||||||||||
| Total | $ | 2,584,608 | $ | 2,237,759 | ||||||||||||||||||||||||||||
(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 May 2025, the Operating Partnership completed an underwritten public offering of $400.0 million in aggregate principal amount of its 5.600% Notes due 2035 (the “2035 Senior Unsecured Public Notes”). The public offering was priced at 99.297% of the principal amount, resulting in proceeds of $397.2 million before deducting debt issuance costs. In connection with the underwritten public offering, the Company terminated $325.0 million of forward-starting interest rate swap agreements that hedged the 2035 Senior Unsecured Public Notes, receiving $13.6 million, net upon termination.
In addition, in May 2025, the Operating Partnership repaid the $50.0 million 2025 Senior Unsecured Notes at maturity.
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 Rate | Maturity | December 31, 2025 | December 31, 2024 | ||||||||||||||||||||
Senior Unsecured Revolving Credit Facility(1) | 4.50 | % | August 2028 | $ | — | $ | 158,000 | ||||||||||||||||
Commercial Paper Notes(2) | 3.94 | % | Various | 320,500 | — | ||||||||||||||||||
| Total | $ | 320,500 | $ | 158,000 | |||||||||||||||||||
(1)At December 31, 2025, the Revolving Credit Facility would have incurred interest of 4.50%, which is comprised of of 3.77% and the pricing grid spread of 72.5 basis points.
(2)At December 31, 2025, the weighted-average maturity of the outstanding Commercial Paper Notes was less than one month.
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 December 31, 2025, 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.
Prior to entering into the Fourth Amended and Restated Revolving Credit Facility, the Company had a $1.00 billion revolving credit facility under the First Amendment to the Third Amended and Restated Revolving Credit Agreement. The interest rate under the previous credit facility was 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, plus a SOFR adjustment of 10 basis points. Interest under the previous Revolving Credit Facility was comprised of SOFR, the applicable pricing grid spread of 77.5 basis points and the 10 basis point SOFR adjustment. The previous credit facility had a maturity date of January 2026 with options to extend the maturity date to January 2027.
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 December 31, 2025 (in thousands):
| Scheduled Principal | Balloon Payment | Total | ||||||||||||||||||
| 2026⁽¹⁾ | $ | 628 | $ | 320,500 | $ | 321,128 | ||||||||||||||
| 2027 | — | 50,000 | 50,000 | |||||||||||||||||
| 2028⁽²⁾ | — | 410,000 | 410,000 | |||||||||||||||||
| 2029 | — | 492,250 | 492,250 | |||||||||||||||||
| 2030 | — | 475,000 | 475,000 | |||||||||||||||||
Thereafter(3) | — | 1,575,000 | 1,575,000 | |||||||||||||||||
| Total scheduled principal payments | $ | 628 | $ | 3,322,750 | $ | 3,323,378 | ||||||||||||||
(1)At December 31, 2025, the Commercial Paper Notes had a weighted-average maturity of less than one month.
(2)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 December 31, 2025.
(3)The 2031 Unsecured Term Loan matures in May 2031. No amounts had been drawn under the delayed draw, $350.0 million loan as of December 31, 2025.
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 December 31, 2025, 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 December 31, 2025.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 10, 2026 | Showing above |
| 2024 | Feb 11, 2025 | |
| 2023 | Feb 13, 2024 | |
| 2022 | Feb 14, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Feb 18, 2021 | |
| 2019 | Feb 20, 2020 | |
| 2018 | Feb 21, 2019 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.