UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 13, 2021 (December 8, 2021)

AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland

(State of other jurisdiction of incorporation)

(Registrant’s telephone number, including area code) (248) 737-4190

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

December 2021 Forward Transaction

On December 8, 2021, Agree Realty Corporation, a Maryland corporation (the “Company”) entered into (a) a forward sale agreement (each a “Forward Sale Agreement”) with each of Wells Fargo Bank, National Association (“Wells Fargo”), Bank of America, N.A. (“Bank of America”) and Morgan Stanley & Co. LLC (“Morgan Stanley”), and (b) an underwriting agreement (the “Underwriting Agreement”) with (i) Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), for which the Company is the sole general partner, (ii) Wells Fargo, Bank of America and Morgan Stanley, in their capacity as forward sellers, (iii) Wells Fargo Securities, LLC, BofA Securities, Inc. and Morgan Stanley, as representatives of the of the several underwriters named therein, and (iv) Wells Fargo, Bank of America and Morgan Stanley, in their capacity as forward counterparties, relating to the issuance and sale of up to 5,000,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at a public offering price of $68.15 per share, including an option to purchase up to 750,000 additional shares of Common Stock. The sale of the Shares closed on December 13, 2021.

The Shares were offered pursuant to the Company’s registration statement on Form S-3 (File No. 333-238729) which became effective upon filing with the Securities and Exchange Commission (“SEC”) on May 27, 2020. A copy of the Forward Sale Agreements and Underwriting Agreement are filed herewith as Exhibits 1.1, 1.2, 1.3 and 1.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibits 1.1, 1.2, 1.3 and 1.4.

(d)        Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 13, 2021