8-K
AGREE REALTY CORP (ADC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 2, 2025
AGREE REALTY CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation)
| | | |
|---|---|---|
| 1-12928<br>(Commission file number) | **** | 38-3148187<br>(I.R.S. Employer Identification No.) |
| | | |
| 32301 Woodward Avenue<br>Royal Oak , Michigan<br>(Address of principal executive offices) | | 48073<br>(Zip code) |
(Registrant’s telephone number, including area code) ( 248 ) 737-4190
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | |
|---|---|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | |
|---|---|---|---|---|---|
| Title of each class | **** | Trading Symbol(s) | **** | Name of each exchange on which registered | **** |
| Common Stock, $0.0001 par value | | ADC | | New York Stock Exchange | |
| Depositary Shares, each representing one-thousandth of a share of 4.25% Series A Cumulative Redeemable Preferred Stock, $0.0001 par value | | ADCPrA | | New York Stock Exchange | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 |