AGREE REALTY CORP

UNITED STATES**

SECURITIES AND EXCHANGE COMMISSION

**Washington, DC 20549

SCHEDULE 14A**

Proxy Statement Pursuant to Section 14(a) of the

**Securities Exchange Act of 1934

(Amendment No. )

Filed by the registrant☒

Filed by a party other than the registrant☐

Check the appropriate box:

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Agree Realty Corporation

(Name of registrant as specified in its charter)

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(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

AGREE REALTY CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS** **

To be Held on May 15, 2025

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of stockholders (the “2025 Annual Meeting”) of AGREE REALTY CORPORATION, a Maryland corporation, will be held virtually at 10:00 a.m. Eastern Time on May 15, 2025, for the following purposes:

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●To elect three directors to serve until the annual meeting of stockholders in 2028;

●To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2025;

●To approve (on an advisory basis), by non-binding vote, executive compensation; and

●To consider and approve an amendment to our Articles of Incorporation, as amended and supplemented, to increase the number of authorized shares of our common stock from 180 million shares to 360 million shares, as set forth in the form of Articles of Amendment attached as Appendix A to the accompanying proxy statement.

In addition, stockholders will consider and vote on such other business as may properly come before the meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on March 7, 2025 will be entitled to notice of and to vote at the 2025 Annual Meeting or at any adjournment or postponement thereof. Stockholders are cordially invited to attend the meeting virtually via the internet. To attend the Annual Meeting, visit www.virtualshareholdermeeting.com/ADC2025 and enter the 16-digit control number included on your notice or proxy card (if you received a printed copy of the proxy materials). Stockholders may vote and submit questions while attending the 2025 Annual Meeting virtually via the internet.

Pursuant to rules promulgated by the Securities and Exchange Commission, we are providing access to our proxy materials over the internet. On or about April 4, 2025, we expect to mail our stockholders either (i) the Notice of Internet Availability of Proxy Materials (the “Notice”) only or (ii) a copy of this Notice of Annual Meeting, the proxy statement, the accompanying proxy card, and our annual report (if a stockholder previously requested paper delivery of proxy materials), each in connection with the solicitation of proxies by our Board of Directors for use at the 2025 Annual Meeting and any adjournments or postponements thereof. The Notice contains instructions related to this process, including how to access our Notice of Annual Meeting, proxy statement and annual report over the internet, how to authorize your proxy to vote online and how to request a paper copy of the Notice of Annual Meeting, proxy statement and annual report.

It is important that your shares be voted. You may authorize your proxy to vote your shares over the internet as described in the Notice. Alternatively, if you received a paper copy of the proxy card by mail, please complete, date, sign and promptly return the proxy card in the self-addressed stamped envelope provided. You also may vote by telephone as described in your proxy card. If you attend the 2025 Annual Meeting, you may revoke your proxy in accordance with procedures set forth in the proxy statement and vote electronically via the internet.