Terms

Series

4.250% Series A Cumulative Redeemable Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

4.25%

Rate Type

Fixed

Annual Dividend

$1.06

Payment Frequency

Monthly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

September 17, 2026

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness Of The Company, Any Future Equity Securities Ranking Senior To Series A Preferred Shares (Requires 2/3 Holder Vote To Issue); Pari Passu With: Parity Preferred Shares (None Currently Outstanding); Senior To: Common Stock, Any Future Equity Securities Ranking Junior To Series A Preferred Shares

Regulatory (Basel III) Call

No

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Depositary Share Fraction

0.001

Shares Offered

7,000,000

Prospectus Summary

Agree Realty Corporation (NYSE: ADC), a net-lease REIT, is offering 7,000,000 Depositary Shares, each representing 1/1,000th of a share of its 4.250% Series A Cumulative Redeemable Preferred Stock, with a liquidation preference of $25.00 per Depositary Share. Dividends are paid monthly at an annual rate of $1.0625 per Depositary Share (4.25% of par). The shares are cumulative, meaning any unpaid dividends accrue and must be paid in full before the issuer can resume dividends on common or junior stock. The optional call date is September 17, 2026, at $25.00 per Depositary Share. The security is perpetual with no mandatory redemption date. The Series A Preferred Stock ranks senior to Agree Realty's common stock and any future junior equity, and pari passu with any future parity preferred (none currently outstanding). It ranks junior to all of the Company's existing and future indebtedness, including senior unsecured notes and credit facility borrowings. As a holding company issuer whose assets and operations flow through its Operating Partnership, holders face structural subordination to all operating-level debt. There is no regulatory capital call provision (this is a REIT, not a bank), but the issuer retains a special optional redemption right upon a Change of Control where the surviving entity's common stock is delisted from major exchanges. At the $25.00 offering price, the annual yield is 4.25%, with monthly payments of approximately $0.0885 per Depositary Share. Record dates fall on the 15th of the month preceding each payment date. As a REIT, Agree Realty's dividends generally do not qualify for the preferential 15%/20% qualified dividend income (QDI) rate for individuals or the dividends-received deduction (DRD) for corporations—most distributions will be taxed as ordinary income. Dividend stopper mechanics prevent payment of any common or parity/junior preferred dividends unless all accrued Series A cumulative dividends have been paid, providing meaningful protection against dividend omission.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Agree Realty has not paid full cumulative dividends on the Series A Preferred Stock for all past periods, it is blocked from paying dividends on or repurchasing its common stock or any parity/junior preferred securities.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 51 (Average)