Please note that during this call, we'll make certain statements that may be considered forward-looking under federal securities law, including statements related to our 2026 guidance. Please see yesterday's earnings release and our SEC filings, including our latest annual report on Form 10-K, for a discussion of various risks and uncertainties underlying our forward-looking statements. In addition, we discuss non-GAAP financial measures, including core funds from operations or core FFO, adjusted funds from operations or AFFO, and net debt to recurring EBITDA. Reconciliations of our historical non-GAAP financial measures to the most directly comparable GAAP measures can be found in our earnings release, website, and SEC filings.

In a dynamic macro environment, we remained disciplined, continued investing in our future, and delivered over 4.5% AFFO per share growth. The $1.55 billion invested across our three investment platforms was the second highest total in company history, representing more than 60% year-over-year growth. As demonstrated by our 2026 guidance, the fundamentals supporting our outlook are very strong. These initiatives will support bottom line growth this year and beyond, driven by ongoing efficiency gains and a material reduction in G&A as a percentage of revenue.

During the course of the year, we once again proactively fortified our balance sheet, raising roughly $1.5 billion in capital. With no material debt maturities until 2028, our balance sheet is in tremendous position to execute on our 2026 investment guidance and provide significant flexibility. Our pipeline has expanded significantly over the past month and now represents over $0.5 billion and provides us confidence in increasing our 2026 investment guidance to a range of $1.4 billion-$1.6 billion. Our updated investment guidance represents approximately a 10% increase from our prior range, and the high end of the range is slightly above our 2025 investment activity.

What went well
  • 2025 was another year of consistent execution, with roughly $1.55 billion invested across the three external growth platforms, the second-highest total in company history and more than 60% year-over-year growth. The company delivered over 4.5% AFFO per share growth, and full-year AFFO per share of $4.33 landed at the high end of the guidance range.
  • The balance sheet was proactively fortified, with roughly $1.5 billion of long-term capital raised during the year and over $2 billion of liquidity at year-end, including more than $715 million of outstanding forward equity. Pro forma net debt to recurring EBITDA stood at just 3.8x, and there are no material debt maturities until 2028.
  • The portfolio has never been better positioned, approaching 2,700 properties spanning all 50 states, with occupancy increasing to 99.7% (a 50 basis point improvement since the first quarter) and investment-grade exposure of nearly 67%. The portfolio includes 251 ground leases representing over 10% of annualized base rents.
  • The development and Developer Funding Platform (DFP) had a record year, with 34 projects completed or under construction representing approximately $225 million of committed capital, and management sees accelerating activity across all three external growth platforms.
  • The company achieved an A- issuer rating from Fitch and launched a $625 million commercial paper program, becoming one of only 19 U.S. REITs with such a program and generating over $1 million in savings compared with revolver borrowings.
  • Fourth quarter investment activity was very high quality, evidenced by the largest quarterly percentage of ground lease acquisitions since 2021 at over 18%, including three geographically diverse Lowe's ground leases and a Home Depot in Michigan paying under $5 per square foot in rent.
What went wrong
  • Construction costs continue to rise and are not going down; the typical junior box now costs approximately $160 per square foot in vertical costs for an off-price retailer, versus $95 per square foot pre-pandemic, pressured by a constrained labor environment and tariffs and making projects difficult to pencil for private developers.
  • The consumer backdrop is deteriorating, with management describing a steepening of decay: after the low-income consumer was the theme of 2024 and 2025, the middle-income consumer is the theme of 2026, and cumulative post-pandemic inflation has been devastating for dual-working-parent households, with no near-term resolution seen.
  • Investment visibility is limited beyond roughly May, with no visibility outside of development and a couple of DFP projects into the third or fourth quarter; the company only began sourcing second-quarter acquisitions about 15 days before the call.
  • Pharmacy exposure is not a growth focus; total pharmacy exposure declined to 3.6% at year-end, and management said there will be no material growth in pharmacy or CVS exposure, acquiring only highly selective, high-performing or ground-lease stores.
  • Treasury stock method dilution tied to outstanding forward equity is expected to reduce full-year 2026 AFFO per share by approximately $0.01, and the impact could be higher if the stock price moves significantly above current levels.

Guidance Changes

MetricPeriodCurrent guidance

Performance Breakdown

MetricYoYNote

Earnings Call Themes & Trends

TopicPrevious mentionCurrent periodTrend
2026 investment guidanceInitial 2026 investment guidance was provided about 30 days earlier at a lower range.Guidance was raised roughly 10% to $1.4 billion-$1.6 billion, driven primarily by sale-leaseback transactions and a single-credit portfolio, with the pipeline now over $0.5 billion; the high end can be funded without incremental equity.
AFFO per share growth / earnings algorithm2025 delivered over 4.5% AFFO per share growth after deploying approximately $950 million in 2024 while working through the Big Lots bankruptcy.The earnings algorithm kicks in for 2026 with initial AFFO per share guidance of $4.54-$4.58, approximately 5.4% growth at the midpoint and the highest earnings growth since 2022, targeting 10% two-year stacked growth.
Consumer environmentThe theme of 2024 and 2025 was the low-income consumer and the challenges they were facing (the 'trade-down effect').The theme of 2026 is the middle-income consumer, with cumulative post-pandemic inflation devastating dual-income households; management favors necessity-based retailers such as Walmart, Five Below, and Dollar General that benefit from the trade-down.
Cap rates and competitionInvestors had expected acquisition yields to compress more given increased private capital entering the net lease space.Cap rates remain sticky with no material deviation; the fourth quarter acquisition cap rate was 7.1% and the full year 7.2%, and management sees no material increase in competition within its high-touch sandbox.
Balance sheet and forward equityEntered the year having proactively raised capital, with substantial forward equity available.Year-end pro forma net debt to recurring EBITDA of 3.8x, over $2 billion of liquidity and $1.6 billion of buying power, approximately 9.6 million forward shares ($716 million) outstanding (earliest tranche maturing June 2026, latest May 2027, most expected to settle in 2026), and no material maturities until 2028.
Development and DFP platformsManagement had set a medium-term goal of roughly $250 million in annual development investment commitments.A record development/DFP year (34 projects, ~$225 million committed); management expects to break ground on 10-plus projects over the first and second quarters and continues to ramp the platform as high construction costs make projects hard for private developers to finance.

Q&A Summary

How was the roughly 10% increase in 2026 investment guidance, just 30 days after the initial guide, split across platforms, and were there large transactions or more one-off opportunities? (UBS)
Since the January release the company secured a couple of sale-leaseback transactions closing in Q1 and Q2 plus some single-credit portfolio transactions on the acquisition side, and has more confidence in development/DFP projects commencing in Q1 and Q2. All three platforms have accelerated, but the increase is primarily due to the sale-leasebacks and the single-credit portfolio.
What makes some tenants (e.g., Family Dollar, a fitness operator, Goodyear) more ripe for capital recycling than others? (UBS)
The portfolio is in tremendous shape; there were opportunistic sales in Florida, California, and Texas on Goodyear and a pared-back Advance Auto Parts exposure. The company will keep reducing exposure to retailers it lacks full confidence in, but the predominance of 2026 dispositions will be driven by valuations from the 1031 market or the 'big beautiful bill' where buyers pay more than management sees in the asset.
Where do you see acquisition cap rates trending, and is anything changing on escalators, lease terms, or options? (Bank of America)
Nothing materially changing on cap rates, with the Q1 pipeline effectively filled and no plans to move up the risk spectrum. Rent escalators reflect post-pandemic inflation with no reversal; most tenants agree that escalators of 7.5%-10% every five years are appropriate.
Is the sale-leaseback activity more timing driven or is there broader corporate interest in the structure? (Citi)
It is deal-specific rather than a broad increase in velocity; the company has not seen a multitude of sale-leasebacks come to market. Two existing top-20 relationship tenants will execute sale-leasebacks in Q1 (the larger one) and Q2.
How much of the $1.6 billion high-end investment guidance is dictated by available forward equity versus the true opportunity set? (Wells Fargo)
None of it is driven by the forward equity; the two are separate. The company can fund the $1.4 billion-$1.6 billion range and stay under its 4x-5x leverage target without raising additional equity, given over $2 billion of liquidity, $1.6 billion of buying power, and over $700 million of outstanding forward equity. The $1.6 billion is the current guide, not a ceiling on the opportunity set, though there is no visibility beyond roughly May outside of development.
Why have acquisition yields been so sticky despite more competition, and does the DFP work better in a low- or high-rate regime? (Wells Fargo)
There has been no material increase in competition in ADC's high-touch sandbox (a typical $4-5 million deal touched by 20 people, closing two transactions per day), and the 10-year has traded within a band. The DFP is driven by ADC's own efforts plus high vertical construction costs and cost of capital that make projects hard for private developers to pencil, so the platform looks stable and management aims to keep ramping it.
What is the assumed credit loss in 2026 guidance and where did 2025 end up? (RBC)
The high end of 2026 AFFO guidance assumes 25 basis points of credit loss (in line with 2025's 28 basis points) and the low end assumes 50 basis points. The portfolio was 99.7% occupied at year-end with no significant changes to the watch list.
Is there timing pressure to settle the roughly $700 million of outstanding forward equity? (KeyBanc)
There is a lot of flexibility; the earliest tranche matures in June 2026 and the latest in May 2027. It is fair to assume most shares get settled at some point in 2026, subject to uses and other capital sources.
Do you view the 4.5%-5.5% earnings growth cadence as a sustainable state? (Jefferies)
The earnings algorithm has kicked in this year after driving over 4.5% AFFO growth in 2025 (following only ~$950 million deployed in 2024 amid the Big Lots bankruptcy). With no material debt maturities, the company is all systems go across all three platforms and consistently targets 10% operational returns and 10% two-year stacked AFFO growth, while maintaining strict underwriting and a fortress balance sheet.
The Q4 weighted average lease term was 9.6 years versus 10.7 years in Q3 — how do you balance lease duration and returns? (Morgan Stanley)
Every deal is opportunity-specific; the company will buy short-term leases when it likes the real estate, the mark-to-market, or store performance, while sale-leasebacks carry longer terms. Some favorite opportunities are junior boxes paying $10-$11 per square foot on short-term deals when mark-to-market is $17-$19. Lease term is only one input alongside store performance, real estate fundamentals, access, visibility, and demographics, so Q4 should not be read as a static state.

More on Agree Realty Corp

Reported 2026-02-11 · figures from the Agree Realty Corp Q4 2025 earnings call.

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