UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 8.01.Other Events.
On October 2, 2025, Agree Realty Corporation (the “Company”) announced its weighted-average number of common shares outstanding for the three and nine months ended September 30, 2025. The following table computes the Company’s weighted-average number of common shares outstanding for the periods:
Three Months Ended | Nine Months Ended | |||
|
| September 30, 2025 |
| September 30, 2025 |
Weighted average number of common shares outstanding | 111,531,032 |
| 109,637,451 | |
Less: Unvested restricted shares | (253,716) |
| (253,716) | |
Weighted average number of common shares outstanding used in basic earnings per share | 111,277,316 |
| 109,383,735 | |
| ||||
Weighted average number of common shares outstanding used in basic earnings per share | 111,277,316 |
| 109,383,735 | |
Effect of dilutive securities: | ||||
Share-based compensation | 212,944 |
| 217,065 | |
ATM Forward Equity Offerings | 19,953 | 197,635 | ||
October 2024 Forward Equity Offering | 1,402 | 75,416 | ||
April 2025 Forward Equity Offering | — | 1,485 | ||
Weighted average number of common shares outstanding used in diluted earnings per share | 111,511,615 |
| 109,875,336 | |
| ||||
Operating Partnership Units ("OP Units") | 347,619 |
| 347,619 | |
Weighted average number of common shares and OP Units outstanding used in diluted earnings per share | 111,859,234 |
| 110,222,955 |
To account for the potential dilution resulting from the forward equity offerings on earnings per share calculations, the Company used the treasury stock method to determine the dilution during the period of time prior to settlement. The impact of the offerings on the Company’s weighted-average diluted shares for the three months ended September 30, 2025 was 21,355 weighted-average incremental shares. The impact of the offerings on the Company’s weighted-average diluted shares for the nine months ended September 30, 2025 was 274,536 weighted-average incremental shares.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AGREE REALTY CORPORATION | ||
Date: October 2, 2025 | By: | /s/ Peter Coughenour |
Name: Peter Coughenour | ||
Title: Chief Financial Officer and Secretary | ||