What Management Said
Read the full Q3 2025 transcript ↗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 updated 2025 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 at our earnings release, website, and SEC filings.
Given growing pipelines across our three external growth platforms, we are increasing our full-year 2025 investment guidance to a new range of $1.5-$1.65 billion. At the midpoint, this represents an increase of over 65% above last year's investment volume. We will continue to be disciplined capital allocators while maintaining our stringent real estate quality underwriting standards. With pro forma net debt to recurring EBITDA of just 3.5x and over $1 billion of forward equity available to us, we enjoy significant runway and have pre-funded our growth well into next year.
Given our robust liquidity profile, fortress balance sheet, and strong portfolio performance, we are raising our AFFO per share guidance to a new range of $4.31-$4.33 for the year. Turning to our three external growth platforms, during the third quarter, we invested over $450 million in 110 high-quality retail net lease properties across our three platforms. The properties acquired during the quarter are leased to leading operators in home improvement, auto parts, grocery, off-price, farm and rural supply, convenience stores, and tire and auto service. Investment-grade retailers accounted for 70% of the annualized base rent acquired, the highest mark so far this year.
What went well
- Achieved the largest quarterly investment volume since the depths of COVID five years ago, deploying over $450 million across all three platforms in 110 high-quality retail net lease properties (including 90 acquired assets for over $400 million) at a 7.2% weighted-average cap rate and a 10.7-year weighted-average lease term.
- Received an A-minus issuer rating with a stable outlook from Fitch, making Agree Realty one of only 13 publicly listed U.S. REITs with an A-minus or better credit rating; the rating cut the 2029 term loan rate by five basis points and improved commercial paper pricing via the F1 short-term rating.
- Delivered strong earnings growth, with core FFO per share of $1.09 up 8.4% year-over-year and AFFO per share of $1.10 up 7.2% year-over-year, coming in $0.02 above consensus (roughly a penny attributable to lease termination fees).
- Maintained a fortress balance sheet with over $1.9 billion of liquidity, pro forma net debt to recurring EBITDA of just 3.5x, over $1 billion of forward equity available, and no material debt maturities until 2028.
- Scaled the development and developer funding platforms to a record ~$50 million across 20 projects in Q3 (a twofold increase quarter-over-quarter), including commencing construction on the first two 7-Eleven developments in Michigan and Ohio, and grew the investment team as part of 23 new hires this year.
What went wrong
- Acquisition cap rates ticked up 10 basis points versus the prior quarter (to 7.2%), though management attributed this to deal composition rather than a broader market shift and downplayed narratives of increased competition.
- Q3 realized credit loss of approximately 21 basis points, with full-year guidance assuming a fully loaded ~25 basis points of credit loss (inclusive of occupancy loss and net costs on releasing, not just credit events).
- Fourth-quarter implied AFFO per share is roughly flat sequentially with Q3, partly because Q3 benefited from lease termination fees (from two Advance Auto Parts stores) that are not expected to recur in Q4.
- Reduced exposure to weaker sectors: Dollar Store exposure fell 87 basis points year-over-year (driven by the Family Dollar/Dollar Tree separation and dispositions) and Pharmacy fell 30 basis points from 4.0% to 3.7%, with management signaling limited appetite to add to either.
- Timing of larger development and developer funding projects is outside the company's control due to third-party municipal/governmental entitlement and permitting, so some projects could slip from Q4 into Q1; management also passed on several larger sale-leaseback portfolios it viewed as mispriced.
Guidance Changes
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Performance Breakdown
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Earnings Call Themes & Trends
| Topic | Previous mention | Current period | Trend |
|---|---|---|---|
| Three-platform external growth (acquisitions, development, developer funding) | Development had largely dropped off the radar after the acquisition platform launched in 2010; company historically viewed primarily as a spread investor. | All three platforms are 'firing on all cylinders'; development and developer funding are a growing component at a record ~$50 million in Q3, positioning Agree Realty as a real estate company that happens to be in retail net lease rather than a typical spread investor. | — |
| Acquisition cap rates and competition | Cap rates stable through the first half of the year despite market narratives of increased competition. | No material change in cap rates year-to-date; the 10-basis-point sequential uptick to 7.2% reflects deal composition, and management expects no material deviation in Q4 while declining to predict 2026. | — |
| Balance sheet strength and credit rating | Disciplined, conservatively built balance sheet over 15 years and $10 billion invested. | Earned an A-minus issuer rating from Fitch (one of only 13 U.S. listed REITs at that level or better), which immediately improved term loan and commercial paper pricing and is expected to compress spreads in future public unsecured issuance. | — |
| Capital and equity issuance discipline | Following the April equity offering, management committed to a self-imposed hiatus on new equity issuance, telling investors it would not repeatedly flood the market. | With ~3.5x leverage, over $1.9 billion of liquidity, over $1 billion of forward equity, and a new $350 million delayed-draw term loan, the company is pre-funded well into 2026 and does not need to raise capital. | — |
| Tenant health and the 'trade-down' thesis | Focus on necessity and value-oriented retail tenants. | Portfolio benefits from the consumer trade-down effect (Target customers shifting to TJX and Walmark), with positive flow-through across most categories despite tariffs and a softer job market; management is trimming Dollar Store and Pharmacy exposure. | — |
| Ground leases | Ground leases a steady portion of the portfolio. | Ground leases now represent 10% of total ABR (237 ground leases) and are a larger, opportunistic component of the Q4 acquisition pipeline, with recent favorable releasing outcomes and no material near-term ground-lease maturities in 2026. | — |
Q&A Summary
What is required in terms of timing and settlement of the outstanding forward equity given upcoming expirations?
About 14 million forward shares were outstanding at the end of Q3. Roughly 6 million of those contracts mature during Q4 and are expected to be settled as they come due, with the remainder anticipated to settle at some point in 2026.
Acquisitions continue to track ahead of expectations. Is anything on the horizon that could slow the pace?
Management sees nothing that would slow the pace in 2025. While the 10-year Treasury is down to roughly the 3.95-3.96% level, nothing has slowed the company down this year.
Acquisition cap rates ticked up this period amid narratives of increased competition. Are you seeing that, and how have you navigated it?
Management downplayed competitor narratives, saying there has been no material change in cap rates year-to-date. Agree Realty's approach is differentiated and bespoke (one-off, often short-term blend-and-extend deals); the 10-basis-point sequential increase simply reflects deal composition in the largest, most fragmented, and least institutionally owned segment of commercial real estate.
Why is Q4 implied AFFO per share roughly flat sequentially with Q3? Are there one-time items?
Q3 was fairly front-loaded on acquisition volume and benefited from lease termination fees (which the company rarely receives and which added about a penny to AFFO). No such term fees are contemplated in Q4, which is a contributing factor to the flat sequential outlook.
How much of the growing pipeline is existing tenants versus new tenants, and where are cap rates trending for Q4 and into 2026?
No new tenants beyond the roughly 2,600 assets already owned; the company is staying within its existing sandbox. Management expects no material cap rate deviation in Q4, notes a very strong Q4 acquisition pipeline with a significant ground-lease component, and anticipates potential acceleration in development and developer funding spend.
The guidance assumes 25 basis points of credit loss; where did Q3 stand?
Q3 experienced just under that, about 21 basis points. The 25-basis-point full-year figure is a fully loaded number inclusive of credit events plus any occupancy loss and net carrying costs on releasing, which management noted differs from how others in the space define credit loss.
What is the intended use of the new $350 million term loan funding, and is there flexibility on timing?
The term loan closes in November with a 12-month delayed-draw feature, so proceeds need not be drawn immediately. The intended use is to pay down short-term borrowings (about $390 million of commercial paper outstanding at quarter end), with any remaining funds used to fund incremental investment activity.
What is driving the ability to ramp up the development and developer funding platform when development is hard for others?
The Speedway/7-Eleven projects are true ground-up developments where Agree works hand-in-glove on site selection, entitlements, permitting, and construction. The developer funding platform acts as a bridge financing structure where Agree owns the asset on completion. Both pipelines are deep, with some large projects that could land in Q4 or slip to Q1 due to municipal/governmental entitlement timing outside the company's control.
Given distress among subprime auto lenders, what is your exposure and are any auto tenants entering watchlist territory?
Management sees the subprime lending distress as supportive of its auto-parts thesis, since it keeps older cars on the road. Auto parts is the fifth-largest sector at 6.8%, and Agree is among O'Reilly's and AutoZone's largest landlords. The company owns no new-car dealerships and focuses on car age, durability, and the fungibility of the real estate boxes.
How does the A-minus upgrade impact your cost of debt going forward?
The upgrade produced an immediate five-basis-point pricing improvement on the existing 2029 term loan and a similar improvement on commercial paper issuance. Management expects the A-minus rating to help compress spreads and achieve better pricing when the company returns to the public unsecured debt markets.
Given your equity position and leverage, how do you view the attractiveness of equity now and when might you issue again?
The company does not need to raise capital at ~3.5x leverage with $1.9 billion of liquidity (over $2.2 billion including the new term loan). It has roughly $1.5 billion of spending capacity before reaching 5x leverage and could execute the high end of guidance without new equity, ending the year near 4x. Management emphasized staying consistent with the self-imposed hiatus commitment made to investors after the April offering.
Would you develop for all your targeted tenants, or are some too risky or complex?
Complexity is not a constraint since the company sticks to straightforward rectangular retail formats. Management would develop for roughly 95% of its targeted tenants in traditional retail formats but declines industrial/distribution, projects in Canada, and novel experiential prototypes.
Do you want to do more investment volume in 2026, and what is the gating factor?
Management does not think in terms of pacing and would strike on any opportunity that meets qualitative and quantitative hurdles (even a hypothetical $5 billion transaction). The only limiting factor is finding opportunities that clear the return bar; the company is built to grow and will not stretch.
Why is the 25-basis-point credit loss assumption lower, and how do you feel about tenant health?
The company tightened its assumption to 25 basis points from a prior 25-50 basis point range (and down from an initial 50 basis points in February) because the portfolio has continued to perform well and higher credit losses have not materialized. The At Home sale in Provo was an opportunistic real estate play (bought below land basis seven years ago, sold at a ~7% cap to a multifamily developer serving BYU).
More on Agree Realty Corp
Reported 2025-10-22 · figures from the Agree Realty Corp Q3 2025 earnings call.
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