As filed with the U.S. Securities and Exchange
Commission on June 6, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Agree Realty Corporation
(Exact name of Registrant as specified in its charter)
| Maryland |
|
38-3148187 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(IRS Employer Identification No.) |
| |
|
|
32301 Woodward Avenue
Royal Oak, Michigan |
|
48073 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
2024 OMNIBUS INCENTIVE PLAN |
| (Full title of the plan) |
|
Joel N. Agree
President and Chief Executive Officer
Agree Realty Corporation
32301 Woodward Avenue
Royal Oak, MI 48073
|
| (Name and address of agent for service) |
| |
| (248) 737-4190 |
| (Telephone number, including area code, of agent for service) |
| |
|
Copy to:
Donald J. Kunz, Esq.
Emily Johns, Esq.
Honigman LLP
2290 First National Building
660 Woodward Avenue
Detroit, Michigan 48226-3506
(313) 465-7454 (telephone)
(313) 465-7455 (facsimile) |
Indicate by check mark whether the Registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x |
|
Accelerated filer ¨ |
| Non-accelerated filer ¨ |
|
Smaller reporting company ¨ |
| |
|
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
The Board of Directors of
Agree Realty Corporation (the “Registrant”) adopted the 2024 Omnibus Incentive Plan (the “2024 Plan”) on February 21,
2024, and the 2024 Plan was approved by the Registrant’s stockholders on May 23, 2024. The aggregate number of shares of the
Registrant’s common stock, par value $0.0001 per share (“Common Stock”), that may be issued under all awards granted
pursuant to the 2024 Plan is equal to 2,000,000 (the “Newly-Authorized Shares”).
This Registration Statement
on Form S-8 (the “Registration Statement”) is being filed by the Registrant to register the offer and sale of the Newly-Authorized
Shares.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing
the information specified in Part I of Form S-8 has been or will be sent or given to the 2024 Plan participants as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed
with the Securities and Exchange Commission (the “Commission”) either as a part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference
herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents By Reference. |
The following documents filed
by the Registrant with the Commission are hereby incorporated by reference in this Registration Statement (other than information in such
filings that was “furnished” under applicable Commission rules rather than “filed”):
| (d) |
the description of Registrant’s
Common Stock, set forth in the Registrant’s Form 8-A filed with the Commission on March 18, 1994, including any amendments
and reports filed for the purpose of updating such description. |
All other documents that
the Registrant files (other than information in such filings that was “furnished” under applicable Commission rules rather
than “filed”) with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) after the filing of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or which deregisters all securities covered hereby then remaining
unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing such documents.
Any statement herein or contained
in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein, or in any subsequently filed document, which also is or
is deemed to be incorporated by reference herein, modifies or supersedes such prior statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.
| Item 4. |
Description of Securities. |
Not applicable.
| Item 5. |
Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. |
Indemnification of Directors and Officers. |
The Maryland General Corporation
Law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation
and its stockholders for money damages, except for liability resulting from:
| ● | actual receipt of an improper benefit or profit in money, property or services; or |
| ● | active and deliberate dishonesty established by a final judgment and which is material to the cause of
action. |
The Registrant’s articles
of incorporation, as amended and supplemented from time to time (the “Charter”), contains such a provision that eliminates
directors’ and officers’ liability to the maximum extent permitted by Maryland law. These limitations of liability do not
apply to liabilities arising under the federal securities laws and do not generally affect the availability of equitable remedies such
as injunctive relief or rescission.
The Registrant’s present
and former officers and directors are and will be indemnified under Maryland law and the Registrant’s Charter and amended and restated
bylaws, as amended (the “Bylaws”) against certain liabilities. The Charter and Bylaws require the Registrant to indemnify
its directors and officers, and, without requiring a preliminary determination of the ultimate entitlement to indemnification, to pay
to its directors and officers or reimburse reasonable expenses of its directors and officers in advance of the final disposition of a
proceeding, in each case to the fullest extent permitted from time to time by the laws of the State of Maryland. The Registrant may, with
the approval of its Board of Directors, provide such indemnification and advance for expenses to a person who served a predecessor of
the Registrant as a director or officer and any employee or agent of the Registrant or of a predecessor of the Registrant.
Maryland law requires a corporation
(unless its charter provides otherwise, which the Charter does not) to indemnify a director or officer who has been successful in the
defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity.
Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened
to be made, a party by reason of their service in those or other capacities unless it is established that:
| ● | the act or omission of the director or officer was material to the matter giving rise to the proceeding
and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty; |
| ● | the director or officer actually received an improper personal benefit in money, property or services;
or |
| ● | in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the
act or omission was unlawful. |
However, under Maryland law,
a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of
liability on the basis of that personal benefit was improperly received, unless in either case a court orders indemnification and then
only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s
receipt of:
| ● | a written affirmation by the director or officer of his or her good faith belief that he or she has met
the standard of conduct necessary for indemnification by the corporation; and |
| ● | a written undertaking by him or her on his or her behalf to repay the amount paid or reimbursed by the
corporation if it is ultimately determined that the standard of conduct was not met. |
The Registrant maintains
liability insurance for each director and officer for certain losses arising from claims or charges made against them while acting in
their capacities as the Registrant’s directors or officers.
Insofar as the foregoing
provisions permit indemnification of directors, executive officers or persons controlling the Registrant for liability arising under the
Securities Act, the Registrant has been informed that, in the opinion of the Commission, this indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
| Item 7. |
Exemption from Registration Claimed. |
Not applicable.
Exhibit
No. |
Description |
| |
|
| 4.1 |
Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013) |
| |
|
| 4.2 |
Articles of Amendment of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 6, 2015) |
| |
|
| 4.3 |
Articles of Amendment of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 3, 2016) |
| |
|
| 4.4 |
Articles Supplementary of the Registrant, dated February 26, 2019 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 28, 2019) |
| |
|
| 4.5 |
Articles of Amendment of the Registrant (incorporated
by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 25, 2019) |
| |
|
|
|
| 4.6 |
Amendment to Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 10, 2021) |
| |
|
| 4.7 |
Articles Supplementary of the Company, dated September 13, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 13, 2021) |
| |
|
| 4.8 |
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on May 9, 2013) |
| |
|
| 4.9 |
First Amendment to Amended and Restated Bylaws of the Registrant, effective February 26, 2019 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on February 28, 2019) |
| |
|
| 5.1* |
Opinion of Ballard Spahr LLP |
| |
|
| 23.1* |
Consent of Grant Thornton LLP |
| |
|
| 23.2* |
Consent of Ballard Spahr LLP (included in its opinion filed as Exhibit 5.1 hereto) |
| |
|
| 24.1* |
Power of Attorney (included after the signature of the Registrant contained on Signature Page of this Registration Statement) |
| |
|
| 99.1 |
2024 Omnibus Incentive
Plan of the Registrant and forms of award agreements (incorporated by reference to Exhibit 10.1 to the Registrant’s Current
Report on Form 8-K filed on May 23, 2024) |
| |
|
| 107* |
Filing Fee Table |
* Filed herewith
(a) The undersigned Registrant hereby undertakes:
(1) To file, during
any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation
of Registration Fee” table, as applicable, in the effective Registration Statement; and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information
in the Registration Statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-8,
and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose
of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned
Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Royal Oak, State of Michigan, on June 6, 2024.
| |
AGREE REALTY CORPORATION |
|
| |
|
|
| By: |
/s/ Joel N. Agree |
|
| |
Joel N. Agree |
|
| |
President and Chief Executive Officer |
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below hereby constitutes and appoints Joel N. Agree, Richard Agree and Peter Coughenour
as his or her true and lawful attorneys-in-fact and agents with full power of substitution, severally, for him or her in any and all capacities,
to sign any or all amendments (including post-effective amendments thereto) to this Registration Statement, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as
fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.
| SIGNATURE |
TITLE |
DATE |
| |
|
|
| /s/ Richard Agree |
Executive Chairman of the Board |
June 6, 2024 |
| Richard Agree |
of Directors |
|
| |
|
|
| /s/ Joel N. Agree |
President, Chief Executive Officer |
June 6, 2024 |
| Joel N. Agree |
and Director (Principal Executive Officer) |
|
| |
|
|
| /s/ Peter Coughenour |
Chief Financial Officer and Secretary |
June 6, 2024 |
| Peter Coughenour |
(Principal Financial Officer) |
|
| |
|
|
| /s/ Stephen Breslin |
Chief Accounting Officer |
June 6, 2024 |
| Stephen Breslin |
(Principal Accounting Officer) |
|
| |
|
|
| /s/ Karen Dearing |
Director |
June 6, 2024 |
| Karen Dearing |
|
|
| |
|
|
| /s/ Merrie S. Frankel |
Director |
June 6, 2024 |
| Merrie S. Frankel |
|
|
| |
|
|
| /s/ Linglong He |
Director |
June 6, 2024 |
| Linglong He |
|
|
| |
|
|
| /s/ Mike Hollman |
Director |
June 6, 2024 |
| Mike Hollman |
|
|
| |
|
|
| /s/ Michael Judlowe |
Director |
June 6, 2024 |
| Michael Judlowe |
|
|
| |
|
|
| /s/ Greg Lehmkuhl |
Director |
June 6, 2024 |
| Greg Lehmkuhl |
|
|
| |
|
|
| /s/ John Rakolta |
Director |
June 6, 2024 |
| John Rakolta |
|
|
| |
|
|
| /s/ Jerome Rossi |
Director |
June 6, 2024 |
| Jerome Rossi |
|
|
[Signature Page to Registration Statement
on Form S-8]
Exhibit 5.1
Agree Realty Corporation
32301 Woodward Avenue
Royal Oak, Michigan 48073
| Re: | Agree Realty Corporation, a Maryland corporation (the “Company”) -- Registration Statement
on Form S-8 pertaining to up to 2,000,000 shares (the “Shares”) of common stock, par value $0.0001 per share (“Common
Stock”), of the Company to be issued subsequent to the date hereof under the Company’s 2024 Omnibus Incentive Plan (the “Plan”) |
Ladies and Gentlemen:
We have acted as Maryland corporate
counsel to the Company in connection with the registration of the Shares under the Securities Act of 1933, as amended (the “Act”),
by the Company pursuant to a Registration Statement on Form S-8 filed or to be filed with the Securities and Exchange Commission
(the “Commission”) on or about the date hereof (the “Registration Statement”). You have requested our opinion
with respect to the matters set forth below.
In our capacity as Maryland
corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified
to our satisfaction, of the following documents (collectively, the “Documents”):
(i) the
corporate charter of the Company (the “Charter”) represented by Articles of Incorporation filed with the State Department
of Assessments and Taxation of Maryland (the “Department”) on December 15, 1993, Articles of Amendment filed with the
Department on April 7, 1994, two Articles Supplementary filed with the Department on December 8, 2008, Articles Supplementary
filed with the Department on September 21, 2012, Articles of Amendment filed with the Department on May 8, 2013, two Articles
Supplementary filed with the Department on July 31, 2013, Articles of Amendment filed with the Department on May 5, 2015, Articles
of Amendment filed with the Department on May 3, 2016, Articles Supplementary filed with the Department on February 26, 2019,
Articles of Amendment filed with the Department on April 25, 2019, Articles of Amendment filed with the Department on May 7,
2021 and Articles Supplementary filed with the Department on September 13, 2021;
(ii) the
Bylaws of the Company adopted as of November 8, 2006, as amended and restated by the Amended and Restated Bylaws of the Company,
adopted as of May 8, 2013, as amended by the First Amendment to the Amended and Restated Bylaws of the Company, adopted as of February 26,
2019 (the “Bylaws”);
BALLARD SPAHR LLP
Agree Realty Corporation
June 6, 2024
Page 2
(iii) certain
resolutions adopted by the board of directors of the Company (the “Board of Directors”) which, among other things, authorized
the issuance of the Shares (the “Directors’ Resolutions”);
(iv) the
Plan;
(v) the
Registration Statement in substantially the form filed or to be filed with the Commission pursuant to the Act;
(vi) a
certificate of one or more officers of the Company, dated as of a recent date (the “Officers’ Certificate”), to the
effect that, among other things, the Charter, the Bylaws and the Directors’ Resolutions are true, correct and complete, have not
been rescinded or modified and are in full force and effect on the date of the Officers’ Certificate, and as to the manner of adoption
of the Directors’ Resolutions, and the authorization for the issuance of the Shares;
(vii) a
status certificate of the Department, dated as of a recent date, to the effect that the Company is duly incorporated and existing under
the laws of the State of Maryland and is duly authorized to transact business in the State of Maryland; and
(viii) such
other laws, records, documents, certificates, opinions and instruments as we have deemed necessary to render this opinion, subject to
the limitations, assumptions and qualifications noted below.
In reaching the opinions set
forth below, we have assumed the following:
(a) each
person executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so;
(b) each
natural person executing any of the Documents is legally competent to do so;
(c) any
of the Documents submitted to us as originals are authentic; any of the Documents submitted to us as certified or photostatic copies
conform to the original documents; all signatures on all of the Documents are genuine; all public records reviewed or relied upon by
us or on our behalf are true and complete; all statements and information contained in the Documents are true and complete; there has
been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the Documents
by action or omission of the parties or otherwise;
(d) the
Officers’ Certificate and all other certificates submitted to us are true and correct both when made and as of the date hereof;
(e) the
Company has not, and is not required to be, registered under the Investment Company Act of 1940;
BALLARD SPAHR LLP
Agree Realty Corporation
June 6, 2024
Page 3
(f) none
of the Shares will be issued or transferred in violation of the provisions of Article Ninth of the Charter relating to restrictions
on ownership and transfer of shares of stock of the Company;
(g) none
of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate thereof, all as defined in Subtitle
6 of Title 3 of the Maryland General Corporation Law (the “MGCL”), in violation of Section 3-602 of the MGCL; and
(h) upon
each issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common Stock of the Company issued and
outstanding, after giving effect to such issuance of such Shares, will not exceed the total number of shares of Common Stock that the
Company is authorized to issue under the Charter.
Based on the foregoing, and
subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:
1. The
Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.
2. The
Shares have been generally authorized for issuance pursuant to the Plan and if, as and when the Shares are issued subsequent to the date
hereof either as awards of restricted stock or upon the exercise of option rights, or in respect of stock appreciation rights, restricted
stock units, performance shares, performance units or other equity-based awards, in exchange for the consideration therefor, in each case
duly authorized by the Board of Directors of the Company or a properly appointed committee thereof to which the Board of Directors has
delegated the requisite power and authority, all in accordance with, and subject to, the terms and conditions of the Plan and the applicable
awards of restricted stock, option rights, stock appreciation rights, restricted stock units, performance shares, performance units or
other equity-based awards relating to such Shares, such Shares will be duly authorized, validly issued and fully paid and non-assessable.
The foregoing opinions are limited
to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion
as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or
as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinions are expressed herein
would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued
as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our
attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become
aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after
the date hereof.
BALLARD SPAHR LLP
Agree Realty Corporation
June 6, 2024
Page 4
We consent to your filing this
opinion as an exhibit to the Registration Statement and further consent to the filing of this opinion as an exhibit to the applications
to securities commissioners for the various states of the United States for registration of the Shares. In giving this consent, we do
not admit that we are within the category of persons whose consent is required by Section 7 of the Act.
| |
Very truly yours, |
| |
|
| |
/s/ Ballard Spahr LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We have issued our reports dated February 13, 2024 with respect to
the consolidated financial statements and internal control over financial reporting of Agree Realty Corporation included in the Annual
Report on Form 10-K for the year ended December 31, 2023, which are incorporated by reference in this Registration Statement. We consent
to the incorporation by reference of the aforementioned reports in this Registration Statement.
/s/ GRANT THORNTON LLP
Charlotte, North Carolina
June 6, 2024
Exhibit 107
Calculation of Filing Fee Table
FORM S-8
(Form Type)
Agree Realty Corporation
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
| | |
Security
Type | |
Security
Class Title | |
Fee
Calculation
Rule | |
Amount
Registered
(1) | | |
Proposed
Maximum
Offering price
Per Unit | | |
Maximum
Aggregate
Offering Price (2) | | |
Fee
Rate | | Amount
of
Registration
Fee |
| | |
Equity | |
Common Stock, par
value $0.0001 per share | |
Other | |
| 2,000,000 | | |
$ | 60.31 | | |
$ | 120,610,000 | | |
| 0.00014760 | | $ |
17,802.04 |
| Total Offering Amounts | |
| |
| |
| |
| | | |
| | | |
$ | 120,610,000 | | |
| | | $ |
17,802.04 |
| Total Fee Offsets (3) | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
$0.00 |
| Net Fee Due | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | $ |
17,802.04 |
| (1) |
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, (the “Securities Act”), this Registration Statement shall also cover any additional shares of Agree Realty Corporation (the “Registrant”) common stock, par value $0.0001 per share (the “Common Stock”), that become issuable under the Registrant’s 2024 Omnibus Incentive Plan set forth herein by reason of any reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering or similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s Common Stock, as applicable. |
| |
|
| (2) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. The offering price per share and aggregate offering price are based on the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on May 31, 2024. |
| |
|
| (3) |
The Registrant does not have any fee offsets. |
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