AGREE REALTY CORP — Call Transcript 2026

Ladies and gentlemen, thank you for standing by, and welcome to the Agree Realty Corporation Annual Meeting. I will now turn the conference over to Richard Agree. You may begin. Thank you. The meeting will please come to order. Good morning, ladies and gentlemen. My name is Richard Agree, Executive Chairman of the Board of Directors of Agree Realty Corporation. I will act as chairman of the meeting, and Peter Coughenour, Chief Financial Officer and Secretary of the company will act as secretary of the meeting. Consistent with the past several years, our annual meeting is being conducted in a virtual-only format. We have designed our virtual format to enhance rather than constrain stockholder access, participation, and communication. During the live Q&A session, we will answer questions as they come in to the extent relevant to the business of the annual meeting and as time permits. First, I would like to introduce the other members of our board of directors. Karen Dearing, Merrie Frankel, Linglong He, Mike Hollman, Michael Judlowe, Greg Lehmkuhl, Ambassador John Rakolta Jr., Jerome Rossi, and Joey Agree, President and CEO of Agree Realty. I would like to introduce Greg Ross from Grant Thornton LLP, our independent registered public accounting firm. I'd like to welcome all of you and express my thanks to each of you for taking the time to attend our annual meeting. March 12th, 2026 was the record date fixed for the determination of stockholders entitled to vote. As of the record date, there were 120 million, 103,000, 687 shares of common stock outstanding. Mr. Chairman, I have in my possession an affidavit from Broadridge Financial Solutions, Inc., showing that on April 4, 2026, the proxy statement, the annual report to the company's stockholders, and the notice of internet availability of proxy materials, or the notice only, were mailed to the record holders of our common stock as of March 12, 2026. The secretary will file the original affidavit with the records of the company. Voting at the annual meeting will be done electronically through the Broadridge virtual meeting platform. The results of the voting will be reported before the meeting is adjourned. Any stockholder who has not voted wishes to change his or her vote or wishes to revoke a proxy may do so by voting his or her shares during this annual meeting through the virtual meeting platform. If you have mailed or otherwise delivered a proxy, your shares will be voted in the manner in which you have specified in your proxy. It will not be necessary for you to vote electronically. Will the secretary please report to the meeting the approximate number of shares which are either present or represented by proxy at this meeting. Mr. Chairman, the stockholders entitled to cast more than a majority of the 120,103,687 votes, which may be cast at this meeting, are present either virtually or represented by proxy. Since the quorum is present, we are now ready to proceed with the transaction of business. This annual meeting has been called for the purposes set forth in the notice of annual meeting of stockholders and the proxy statement. The first order of business is the election of two directors to serve a term of three years until the 2029 annual meeting of stockholders. Nominations are now in order. Each director will serve until his successor has been duly elected and qualified, or is otherwise provided in the bylaws of the company. May I have a motion? In accordance with the recommendation of the nominating and governance committee, the board of directors of the company has nominated Ambassador John Rakolta Jr. And Mr. Jerome Rossi to hold office for a term of three years until the 2029 annual meeting of stockholders and until his successor has been duly elected and qualified or as otherwise provided by the bylaws of the company. Are there any questions with respect to the nominations for directors? The next order of business is the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026. May I have a motion? In accordance with the vote of the audit committee, the board recommends that the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026 be ratified. Greg Ross of Grant Thornton LLP is present at this meeting and is available to respond to appropriate questions from stockholders. Are there any questions for him with respect to such ratification? The next order of business is the approval by non-binding vote of the compensation of the company's named executive officers. This resolution provides that stockholders approve on an advisory basis the compensation of the company's named executive officers as disclosed in the company's proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables, and the other related disclosure. May I have a motion? The board recommends that stockholders approve on an advisory basis the compensation of our named executive officers as disclosed in the company's proxy statement. Are there any questions on this proposal? I now declare the polls open. For those stockholders attending the meeting virtually who wish to vote, you may vote now by clicking on the voting prompts on your screen. Has everyone had their opportunity to vote for the proposals presented? Since I received no negative response, I declare the polls closed. We will now proceed with the results of voting on the proposals presented at the meeting. Will the secretary please read the report of the results of the votes taken at the meeting? Our tally of the votes cast at the meeting indicates the following results. With respect to the election of directors, approximately 91% of shares voted for each of the director nominees. With respect to the ratification of the appointment of Grant Thornton LLP, approximately 99% of shares voted for the ratification of the appointment of Grant Thornton LLP for 2026. With respect to the approval by non-binding vote of executive compensation, approximately 95% of shares voted for the approval of executive compensation. The final tally of votes cast at today's meeting will be filed in a Form 8-K within four business days. With respect to the election of directors, each of the two nominees is therefore reelected as a director of the company. Each director shall serve until the end of his term and until his successor has been duly elected and qualified, or as otherwise provided by the bylaws of the company. Further, the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026 has been ratified. Lastly, the stockholders have approved by non-binding vote the executive compensation as disclosed in the company's proxy statement pursuant to the disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables, and other related disclosure. I hereby direct the secretary's report of the voting results, which contains the information just announced to the meeting, to be filed with the minutes of this meeting. There being no further business to come before the meeting, a motion to adjourn is in order. I move that the meeting be adjourned. Those in favor signify by saying aye. Aye. Those opposed signify by saying no. The motion is carried, and the meeting is adjourned. This concludes today's annual meeting. You may now disconnect.

Speaker 2: Ladies and gentlemen, thank you for standing by, and welcome to the Agree Realty Corporation Annual Meeting. I will now turn the conference over to Richard Agree. You may begin. Ladies and gentlemen, thank you for standing by, and welcome to the Agree Realty Corporation Annual Meeting. ladies and gentlemen thank you for standing by and welcome to the agree realty corporation annual meeting I will now turn the conference over to Richard Agree. i will now turn the conference over to richard agree You may begin. you may begin

Speaker 3: Thank you. The meeting will please come to order. Good morning, ladies and gentlemen. My name is Richard Agree, Executive Chairman of the Board of Directors of Agree Realty Corporation. I will act as chairman of the meeting, and Peter Coughenour, Chief Financial Officer and Secretary of the company will act as secretary of the meeting. Consistent with the past several years, our annual meeting is being conducted in a virtual-only format. We have designed our virtual format to enhance rather than constrain stockholder access, participation, and communication. During the live Q&A session, we will answer questions as they come in to the extent relevant to the business of the annual meeting and as time permits. First, I would like to introduce the other members of our board of directors. Thank you. thank you The meeting will please come to order. the meeting will please come to order Good morning, ladies and gentlemen. good morning ladies and gentlemen My name is Richard Agree, Executive Chairman of the Board of Directors of Agree Realty Corporation. my name is richard agree executive chairman of the board of directors of agree realty corporation I will act as chairman of the meeting, and Peter Coughenour, Chief Financial Officer and Secretary of the company will act as secretary of the meeting. i will act as chairman of the meeting and peter coughenour chief financial officer and secretary of the company will act as secretary of the meeting Consistent with the past several years, our annual meeting is being conducted in a virtual-only format. consistent with the past several years our annual meeting is being conducted in a virtual-only format We have designed our virtual format to enhance rather than constrain stockholder access, participation, and communication. we have designed our virtual format to enhance rather than constrain stockholder access participation and communication During the live Q&A session, we will answer questions as they come in to the extent relevant to the business of the annual meeting and as time permits. during the live q&a session we will answer questions as they come in to the extent relevant to the business of the annual meeting and as time permits First, I would like to introduce the other members of our board of directors. first i would like to introduce the other members of our board of directors Karen Dearing, Merrie Frankel, Linglong He, Mike Hollman, Michael Judlowe, Greg Lehmkuhl, Ambassador John Rakolta Jr., Jerome Rossi, and Joey Agree, President and CEO of Agree Realty. I would like to introduce Greg Ross from Grant Thornton LLP, our independent registered public accounting firm. I'd like to welcome all of you and express my thanks to each of you for taking the time to attend our annual meeting. March 12th, 2026 was the record date fixed for the determination of stockholders entitled to vote. As of the record date, there were 120 million, 103,000, 687 shares of common stock outstanding. Karen Dearing, Merrie Frankel, Linglong He, Mike Hollman, Michael Judlowe, Greg Lehmkuhl , Ambassador John Rakolta Jr., Jerome Rossi, and Joey Agree, President and CEO of Agree Realty. karen dearing merrie frankel linglong he mike hollman michael judlowe greg lehmkuhl ambassador john rakolta jr jerome rossi and joey agree president and ceo of agree realty I would like to introduce Greg Ross from Grant Thornton LLP, our independent registered public accounting firm. i would like to introduce greg ross from grant thornton llp our independent registered public accounting firm I'd like to welcome all of you and express my thanks to each of you for taking the time to attend our annual meeting. i'd like to welcome all of you and express my thanks to each of you for taking the time to attend our annual meeting March 12th, 2026 was the record date fixed for the determination of stockholders entitled to vote. march 12th 2026 was the record date fixed for the determination of stockholders entitled to vote As of the record date, there were 120 million, 103,000, 687 shares of common stock outstanding. as of the record date there were 120 million 103,000 687 shares of common stock outstanding

Speaker 2: Mr. Chairman, I have in my possession an affidavit from Broadridge Financial Solutions, Inc., showing that on April 4, 2026, the proxy statement, the annual report to the company's stockholders, and the notice of internet availability of proxy materials, or the notice only, were mailed to the record holders of our common stock as of March 12, 2026. Mr. Chairman, I have in my possession an affidavit from Broadridge Financial Solutions, Inc., showing that on April 4, 2026, the proxy statement, the annual report to the company's stockholders, and the notice of internet availability of proxy materials, or the notice only, were mailed to the record holders of our common stock as of March 12, 2026. mr chairman i have in my possession an affidavit from broadridge financial solutions inc showing that on april 4 2026 the proxy statement the annual report to the company's stockholders and the notice of internet availability of proxy materials or the notice only were mailed to the record holders of our common stock as of march 12 2026

Speaker 3: The secretary will file the original affidavit with the records of the company. Voting at the annual meeting will be done electronically through the Broadridge virtual meeting platform. The results of the voting will be reported before the meeting is adjourned. Any stockholder who has not voted wishes to change his or her vote or wishes to revoke a proxy may do so by voting his or her shares during this annual meeting through the virtual meeting platform. If you have mailed or otherwise delivered a proxy, your shares will be voted in the manner in which you have specified in your proxy. It will not be necessary for you to vote electronically. Will the secretary please report to the meeting the approximate number of shares which are either present or represented by proxy at this meeting. The secretary will file the original affidavit with the records of the company. the secretary will file the original affidavit with the records of the company Voting at the annual meeting will be done electronically through the Broadridge virtual meeting platform. voting at the annual meeting will be done electronically through the broadridge virtual meeting platform The results of the voting will be reported before the meeting is adjourned. the results of the voting will be reported before the meeting is adjourned Any stockholder who has not voted wishes to change his or her vote or wishes to revoke a proxy may do so by voting his or her shares during this annual meeting through the virtual meeting platform. any stockholder who has not voted wishes to change his or her vote or wishes to revoke a proxy may do so by voting his or her shares during this annual meeting through the virtual meeting platform If you have mailed or otherwise delivered a proxy, your shares will be voted in the manner in which you have specified in your proxy. if you have mailed or otherwise delivered a proxy your shares will be voted in the manner in which you have specified in your proxy It will not be necessary for you to vote electronically. it will not be necessary for you to vote electronically Will the secretary please report to the meeting the approximate number of shares which are either present or represented by proxy at this meeting. will the secretary please report to the meeting the approximate number of shares which are either present or represented by proxy at this meeting

Speaker 2: Mr. Chairman, the stockholders entitled to cast more than a majority of the 120,103,687 votes, which may be cast at this meeting, are present either virtually or represented by proxy. Mr. Chairman, the stockholders entitled to cast more than a majority of the 120,103,687 votes, which may be cast at this meeting, are present either virtually or represented by proxy. mr chairman the stockholders entitled to cast more than a majority of the 120,103,687 votes which may be cast at this meeting are present either virtually or represented by proxy

Speaker 3: Since the quorum is present, we are now ready to proceed with the transaction of business. This annual meeting has been called for the purposes set forth in the notice of annual meeting of stockholders and the proxy statement. The first order of business is the election of two directors to serve a term of three years until the 2029 annual meeting of stockholders. Nominations are now in order. Each director will serve until his successor has been duly elected and qualified, or is otherwise provided in the bylaws of the company. May I have a motion? Since the quorum is present, we are now ready to proceed with the transaction of business. since the quorum is present we are now ready to proceed with the transaction of business This annual meeting has been called for the purposes set forth in the notice of annual meeting of stockholders and the proxy statement. this annual meeting has been called for the purposes set forth in the notice of annual meeting of stockholders and the proxy statement The first order of business is the election of two directors to serve a term of three years until the 2029 annual meeting of stockholders. the first order of business is the election of two directors to serve a term of three years until the 2029 annual meeting of stockholders Nominations are now in order. nominations are now in order Each director will serve until his successor has been duly elected and qualified, or is otherwise provided in the bylaws of the company. each director will serve until his successor has been duly elected and qualified or is otherwise provided in the bylaws of the company May I have a motion? may i have a motion

Speaker 1: In accordance with the recommendation of the nominating and governance committee, the board of directors of the company has nominated Ambassador John Rakolta Jr. And Mr. Jerome Rossi to hold office for a term of three years until the 2029 annual meeting of stockholders and until his successor has been duly elected and qualified or as otherwise provided by the bylaws of the company. In accordance with the recommendation of the nominating and governance committee, the board of directors of the company has nominated Ambassador John Rakolta Jr. And Mr. Jerome Rossi to hold office for a term of three years until the 2029 annual meeting of stockholders and until his successor has been duly elected and qualified or as otherwise provided by the bylaws of the company. in accordance with the recommendation of the nominating and governance committee the board of directors of the company has nominated ambassador john rakolta jr and mr jerome rossi to hold office for a term of three years until the 2029 annual meeting of stockholders and until his successor has been duly elected and qualified or as otherwise provided by the bylaws of the company

Speaker 3: Are there any questions with respect to the nominations for directors? The next order of business is the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026. May I have a motion? Are there any questions with respect to the nominations for directors? are there any questions with respect to the nominations for directors The next order of business is the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026. the next order of business is the ratification of the appointment of grant thornton llp as our independent registered public accounting firm for 2026 May I have a motion? may i have a motion

Speaker 4: In accordance with the vote of the audit committee, the board recommends that the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026 be ratified. In accordance with the vote of the audit committee, the board recommends that the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026 be ratified. in accordance with the vote of the audit committee the board recommends that the appointment of grant thornton llp as our independent registered public accounting firm for 2026 be ratified

Speaker 3: Greg Ross of Grant Thornton LLP is present at this meeting and is available to respond to appropriate questions from stockholders. Are there any questions for him with respect to such ratification? The next order of business is the approval by non-binding vote of the compensation of the company's named executive officers. This resolution provides that stockholders approve on an advisory basis the compensation of the company's named executive officers as disclosed in the company's proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables, and the other related disclosure. May I have a motion? Greg Ross of Grant Thornton LLP is present at this meeting and is available to respond to appropriate questions from stockholders. greg ross of grant thornton llp is present at this meeting and is available to respond to appropriate questions from stockholders Are there any questions for him with respect to such ratification? are there any questions for him with respect to such ratification The next order of business is the approval by non-binding vote of the compensation of the company's named executive officers. the next order of business is the approval by non-binding vote of the compensation of the company's named executive officers This resolution provides that stockholders approve on an advisory basis the compensation of the company's named executive officers as disclosed in the company's proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables, and the other related disclosure. this resolution provides that stockholders approve on an advisory basis the compensation of the company's named executive officers as disclosed in the company's proxy statement pursuant to the compensation disclosure rules of the securities and exchange commission including the compensation discussion and analysis the compensation tables and the other related disclosure May I have a motion? may i have a motion

Speaker 1: The board recommends that stockholders approve on an advisory basis the compensation of our named executive officers as disclosed in the company's proxy statement. The board recommends that stockholders approve on an advisory basis the compensation of our named executive officers as disclosed in the company's proxy statement. the board recommends that stockholders approve on an advisory basis the compensation of our named executive officers as disclosed in the company's proxy statement

Speaker 3: Are there any questions on this proposal? I now declare the polls open. For those stockholders attending the meeting virtually who wish to vote, you may vote now by clicking on the voting prompts on your screen. Has everyone had their opportunity to vote for the proposals presented? Since I received no negative response, I declare the polls closed. We will now proceed with the results of voting on the proposals presented at the meeting. Will the secretary please read the report of the results of the votes taken at the meeting? Are there any questions on this proposal? are there any questions on this proposal I now declare the polls open. i now declare the polls open For those stockholders attending the meeting virtually who wish to vote, you may vote now by clicking on the voting prompts on your screen. Has everyone had their opportunity to vote for the proposals presented? for those stockholders attending the meeting virtually who wish to vote you may vote now by clicking on the voting prompts on your screen. has everyone had their opportunity to vote for the proposals presented Since I received no negative response, I declare the polls closed. since i received no negative response i declare the polls closed We will now proceed with the results of voting on the proposals presented at the meeting. we will now proceed with the results of voting on the proposals presented at the meeting Will the secretary please read the report of the results of the votes taken at the meeting? will the secretary please read the report of the results of the votes taken at the meeting

Speaker 2: Our tally of the votes cast at the meeting indicates the following results. With respect to the election of directors, approximately 91% of shares voted for each of the director nominees. With respect to the ratification of the appointment of Grant Thornton LLP, approximately 99% of shares voted for the ratification of the appointment of Grant Thornton LLP for 2026. With respect to the approval by non-binding vote of executive compensation, approximately 95% of shares voted for the approval of executive compensation. The final tally of votes cast at today's meeting will be filed in a Form 8-K within four business days. With respect to the election of directors, each of the two nominees is therefore reelected as a director of the company. Our tally of the votes cast at the meeting indicates the following results. our tally of the votes cast at the meeting indicates the following results With respect to the election of directors, approximately 91% of shares voted for each of the director nominees. with respect to the election of directors approximately 91% of shares voted for each of the director nominees With respect to the ratification of the appointment of Grant Thornton LLP, approximately 99% of shares voted for the ratification of the appointment of Grant Thornton LLP for 2026. with respect to the ratification of the appointment of grant thornton llp approximately 99% of shares voted for the ratification of the appointment of grant thornton llp for 2026 With respect to the approval by non-binding vote of executive compensation, approximately 95% of shares voted for the approval of executive compensation. with respect to the approval by non-binding vote of executive compensation approximately 95% of shares voted for the approval of executive compensation The final tally of votes cast at today's meeting will be filed in a Form 8-K within four business days. the final tally of votes cast at today's meeting will be filed in a form 8-k within four business days With respect to the election of directors, each of the two nominees is therefore reelected as a director of the company. with respect to the election of directors each of the two nominees is therefore reelected as a director of the company Each director shall serve until the end of his term and until his successor has been duly elected and qualified, or as otherwise provided by the bylaws of the company. Further, the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026 has been ratified. Lastly, the stockholders have approved by non-binding vote the executive compensation as disclosed in the company's proxy statement pursuant to the disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables, and other related disclosure. Each director shall serve until the end of his term and until his successor has been duly elected and qualified, or as otherwise provided by the bylaws of the company. each director shall serve until the end of his term and until his successor has been duly elected and qualified or as otherwise provided by the bylaws of the company Further, the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026 has been ratified. further the appointment of grant thornton llp as our independent registered public accounting firm for 2026 has been ratified Lastly, the stockholders have approved by non-binding vote the executive compensation as disclosed in the company's proxy statement pursuant to the disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables, and other related disclosure. lastly the stockholders have approved by non-binding vote the executive compensation as disclosed in the company's proxy statement pursuant to the disclosure rules of the securities and exchange commission including the compensation discussion and analysis the compensation tables and other related disclosure

Speaker 3: I hereby direct the secretary's report of the voting results, which contains the information just announced to the meeting, to be filed with the minutes of this meeting. There being no further business to come before the meeting, a motion to adjourn is in order. I hereby direct the secretary's report of the voting results, which contains the information just announced to the meeting, to be filed with the minutes of this meeting. i hereby direct the secretary's report of the voting results which contains the information just announced to the meeting to be filed with the minutes of this meeting There being no further business to come before the meeting, a motion to adjourn is in order. there being no further business to come before the meeting a motion to adjourn is in order

Speaker 4: I move that the meeting be adjourned. I move that the meeting be adjourned. i move that the meeting be adjourned

Speaker 3: Those in favor signify by saying aye. Those in favor signify by saying aye. those in favor signify by saying aye

Speaker 4: Aye. Aye. aye

Speaker 3: Those opposed signify by saying no. The motion is carried, and the meeting is adjourned. Those opposed signify by saying no. those opposed signify by saying no The motion is carried, and the meeting is adjourned. the motion is carried and the meeting is adjourned

Speaker 2: This concludes today's annual meeting. You may now disconnect. This concludes today's annual meeting. this concludes today's annual meeting You may now disconnect. you may now disconnect