艾格里不动产美股招股说明书(2026-04-24版)

We have entered into an at-the-market (“ATM”) equity distribution agreement (the “ATM equity distribution agreement”)with Wells Fargo Securities, LLC (“Wells Fargo Securities”), Robert W. Baird & Co. Incorporated (“Baird”), BofA Securities, Inc.(“BofA Securities”), BTIG, LLC (“BTIG”), Citigroup Global Markets Inc. (“Citigroup”), Evercore Group L.L.C. (“Evercore”),Jefferies LLC (“Jefferies”), J.P. Morgan Securities LLC (“J.P. Morgan”), Mizuho Securities USA LLC (“Mizuho”), Morgan Stanley &Co. LLC (“Morgan Stanley”), Samuel A. Ramirez & Company, Inc. (“Ramirez”), Raymond James & Associates, Inc. (“RaymondJames”), Regions Securities LLC (“Regions”), SMBC Nikko Securities America, Inc. (“SMBC”) and Stifel, Nicolaus & Company,Incorporated (“Stifel”), as sales agents, and the forward purchasers (as defined below) relating to the offer and sale of shares of ourcommon stock having an aggregate offering price of up to $1,750,000,000 from time to time. We refer to these entities, when acting intheir capacity as sales agents, individually as a “sales agent” and collectively as “sales agents.” The ATM equity distribution agreementprovides that, in addition to the issuance and sale of common stock by us through a sales agent acting as a sales agent or directly to thesales agent acting as principal for its own account at a price agreed upon at the time of sale, we also may enter into forward saleagreements, between us and Wells Fargo Bank, National Association, Baird, Bank of America N.A., Citibank, N.A. (or an affiliatethereof), Jefferies, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley, Morgan StanleyCapital Services LLC, Nomura Global Financial Products, Inc., Raymond James, Regions and Stifel, or their respective affiliates oragents (in such capacity, each a “forward purchaser” and, collectively, the “forward purchasers”). We refer to the sales agents, or theiraffiliates, when acting as agents for forward purchasers (as defined below), individually as a “forward seller” and collectively as“forward sellers,” except with respect to Nomura Global Financial Products, Inc., in which case the relevant forward seller is NomuraSecurities International, Inc. (acting through BTIG as its agent). Upon entering into the ATM equity distribution agreement, wesimultaneously terminated the equity distribution agreements we entered into in connection with a prior ATM offering programestablished in October 2024. Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “ADC.” On April 23, 2026, thelast reported sales price of our common stock on the NYSE was $77.25 per share. To preserve our status as a real estate investment trust (“REIT”) for federal income tax purposes, we impose certainrestrictions on the ownership of our stock. See “Description of Common Stock - Restrictions on Ownership and Transfer” in theaccompanying prospectus. Sales of shares of our common stock, if any, under this prospectus supplement and the accompanyingprospectus may be made in negotiated transactions, which may include block trades, or, in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including salesmade directly on the NYSE, sales made to or through a market maker other than on an exchange, and sales made through othersecurities exchanges or electronic communications networks. The sales agents are not required, individually or collectively, to sell anyspecific number of shares or dollar amount of our common stock, but each sales agent will use commercially reasonable effortsconsistent with its normal trading and sales practices to sell shares of our common stock in its capacity as sales agent on termsmutually agreeable to the sales agent and us. The ATM equity distribution agreement provides that, in addition to the issuance and sale of shares of our common stock byus through the sales agents, we also may enter into forward sale agreements under separate master forward sale agreements and relatedsupplemental confirmations between us and the applicable forward purchaser. In connection with each particular forward saleagreement, a forward purchaser will borrow from third parties and, through a forward seller, sell a number of shares of our commonstock equal to the number of shares of our common stock underlying the particular forward sale agreement. In one form of forward sale agreement, which we refer to as a “contingent forward transaction” that we may enter into withWells Fargo, National Association, Bank of America, N.A., Citibank, N.A. (or an affiliate thereof) , Jefferies, JPMorgan Chase Bank,National Association, Mizuho Markets Americas LLC and Morgan Stanley Capital Services LLC, each as forward purchaser, ourobligation to sell and the applicable forward purchaser’s obligation to purchase, shares of our common stock underlying such forwardsale agreement at the applicab