Monitor the pace of share issuance under this ATM program, as dilution will only be realized upon physical settlement of forward sale agreements. The strong prior quarter's results and concurrent capital raise suggest management is confident in its growth strategy, but the market may react negatively to the dilutive nature of the offering.
Price Chart
Executive Summary
Agree Realty Corporation has filed a 424B5 prospectus supplement to establish a new $1.75 billion at-the-market (ATM) equity distribution program, replacing its prior October 2024 program. The offering includes the use of forward sale agreements, which allow the company to lock in a future share price and receive proceeds upon settlement, while also enabling sales through traditional ATM methods. This capital raise follows strong first-quarter 2026 results, where the company reported AFFO per share of $1.14, up 7.9% year-over-year, and raised $660 million in forward equity.
Key Facts
- Agree Realty has established a new $1.75 billion at-the-market (ATM) equity distribution program.
- The program includes forward sale agreements, allowing the company to lock in a future share price and receive proceeds upon physical settlement.
- The company will not receive proceeds from the initial sale of borrowed shares by forward sellers.
- The offering is intended for general corporate purposes, including property acquisitions, development, and debt repayment.
- This offering follows a recent $660 million forward equity raise and strong Q1 2026 results with 7.9% YoY AFFO growth.
Financial Impact
The offering has a maximum aggregate offering price of $1,750,000,000. The company will use the net proceeds for general corporate purposes, including funding property acquisitions and development activity or for the repayment or refinancing of outstanding indebtedness.
Risk Factors
- The use of forward sale agreements could result in substantial dilution to earnings per share and return on equity upon physical settlement.
- The company's obligation to deliver shares under forward sale agreements could be accelerated by the forward purchasers under certain conditions, irrespective of the company's capital needs.
- The market price of shares may fluctuate or decline significantly following this offering.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B5 Filing (Primary) | 0001628280-26-027238 |
| Exhibit: exfilingfees.htm | 0001628280-26-027238 |
| Document: 0001628280-26-027238-index-headers.html | 0001628280-26-027238 |
| Document: 0001628280-26-027238-index.html | 0001628280-26-027238 |
| Document: 0001628280-26-027238.txt | 0001628280-26-027238 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 2, 2026 29d ago | Insider Buy | $72.73 $71.23 | ▼ −2.06% | ▼ −0.91% | $65.89 (−9.40%) |
Aug 11, 2026 7w ago | Institutional Cluster | $74.36 $74.39 | ▲ +0.04% | ▲ +0.48% | $65.89 (−11.39%) |
Jul 2, 2026 13w ago | 8-K | $77.81 $77.85 | ▲ +0.05% | ▼ −0.88% | $65.89 (−15.32%) |
Jun 8, 2026 16w ago | Insider Buy | $73.24 $74.47 | ▲ +1.68% | ▼ −0.43% | $65.89 (−10.04%) |
May 18, 2026 19w ago | Insider Cluster | $75.77 $75.51 | ▼ −0.34% | ▼ −1.96% | $65.89 (−13.04%) |
May 18, 2026 19w ago | Insider Cluster | $75.77 $75.51 | ▼ −0.34% | ▼ −1.96% | $65.89 (−13.04%) |
May 18, 2026 19w ago | Insider Cluster | $75.77 $75.51 | ▼ −0.34% | ▼ −1.96% | $65.89 (−13.04%) |
Apr 24, 2026 22w ago | 8-K | $17.06 $17.05 | ▼ −0.06% | ▼ −0.46% | $65.89 (+286.23%) |
Apr 24, 2026 22w ago | 424B5 | $17.06 $17.05 | ▼ −0.06% | ▼ −0.46% | $65.89 (+286.23%) |
Apr 21, 2026 23w ago | 8-K | $17.06 $17.04 | ▼ −0.12% | ▼ −0.17% | $65.89 (+286.23%) |
US Market Status
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