Item 8.01. Other Events.

On January 6, 2021, Agree Realty Corporation, a Maryland corporation (the "Company"), and Agree Limited Partnership, a Delaware limited partnership, for which the Company is the sole general partner, entered into an underwriting agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc. (the "Underwriter"), relating to the issuance and sale of 3,000,000 shares (the "Shares") of the Company's common stock, par value $0.0001 per share. The Company has granted the Underwriter a 30-day option to purchase up to an additional 450,000 shares of common stock.

The offering closed on January 11, 2021 and resulted in net proceeds to the Company of approximately $192.5 million, after deducting the estimated offering expenses payable by the Company. The Company issued the Shares 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, as amended by post-effective amendment no. 1 filed with the SEC on August 12, 2020. A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1.

Item 9.01. Financial Statements and Exhibits.






(d)     Exhibits



Exhibit                                   Description

  1.1        Underwriting Agreement, dated as of January 6, 2021, among Agree Realty
           Corporation, Agree Limited Partnership, and Citigroup Global Markets
           Inc.
  5.1        Opinion of Ballard Spahr LLP regarding the validity of the Shares to be
           issued
  23.1       Consent of Ballard Spahr LLP (included in Exhibit 5.1)
104        Cover Page Interactive Data File

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