Agree Realty (ADC) reports 2025 share counts and investment outlook

Rhea-AI Filing Summary

Agree Realty Corporation filed an update describing recent communications with investors and providing detailed share count data for 2025. The company issued a press release covering its 2025 investment activity, 2026 investment outlook, portfolio updates, and fourth quarter 2025 capital markets activity, and posted an updated investor presentation on its website.

The filing also reports the weighted-average number of common shares outstanding for the three and twelve months ended December 31, 2025. Basic weighted-average shares were 114,695,645 for the quarter and 110,723,375 for the year, while diluted weighted-average shares were 114,998,257 for the quarter and 111,200,645 for the year. The company explains that it used the treasury stock method to reflect dilution from forward equity offerings, which added 43,198 weighted-average incremental shares for the quarter and 216,703 for the year.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of report (Date of earliest event reported): January 5, 2026

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AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

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Maryland

(State or other jurisdiction of incorporation)

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1-12928	​ ​ ​	38-3148187
(Commission file number)	​	(I.R.S. Employer Identification No.)
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32301 Woodward Avenue	​	​
Royal Oak, Michigan	​	48073
(Address of principal executive offices)	​	(Zip code)

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(Registrant’s telephone number, including area code) (248) 737-4190

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Not applicable

(Former name or former address, if changed since last report)

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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:

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☐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))

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Securities registered pursuant to Section 12(b) of the Act:

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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

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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. ☐

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Item 7.01.Regulation FD Disclosure.

On January 5, 2026, Agree Realty Corporation (the “Company”) issued a press release announcing the Company’s investment activity for 2025, investment outlook for 2026, and updates on its portfolio and its fourth quarter 2025 capital markets activity.

A copy of the press release is furnished as Exhibit 99.1 to this report. The Company also posted an updated investor presentation to its website, which is furnished as Exhibit 99.2 to this report. The press release and investor presentation can be found on the Investors section of the Company’s website at www.agreerealty.com.

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The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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Item 8.01.Other Events.

On January 5, 2026, the Company announced its weighted-average number of common shares outstanding for the three and twelve months ended December 31, 2025. The following table computes the Company’s weighted-average number of common shares outstanding for the periods:

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​	​	Three Months Ended	​	Year Ended
​	​ ​ ​	December 31, 2025	​ ​ ​	December 31, 2025
Weighted average number of common shares outstanding	​	114,948,362	​	110,976,092
Less: Unvested restricted shares	​	(252,717)	​	(252,717)
Weighted average number of common shares outstanding used in basic earnings per share	​	114,695,645	​	110,723,375
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Weighted average number of common shares outstanding used in basic earnings per share	​	114,695,645	​	110,723,375
Effect of dilutive securities:	​	​	​	​
Share-based compensation	​	259,414	​	260,567
ATM Forward Equity Offerings	​	—	​	148,228
October 2024 Forward Equity Offering	​	43,198	​	67,361
April 2025 Forward Equity Offering	​	—	​	1,114
Weighted average number of common shares outstanding used in diluted earnings per share	​	114,998,257	​	111,200,645
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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	​	115,345,876	​	111,548,264

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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 December 31, 2025 was 43,198 weighted-average incremental shares. The impact of the offerings on the Company’s weighted-average diluted shares for the twelve months ended December 31, 2025 was 216,703 weighted-average incremental shares.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

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Exhibit	​ ​ ​	Description
99.1	​	Press release, dated January 5, 2026, entitled “Agree Realty Announces 2025 Investment Activity & 2026 Investment Outlook”.
99.2	​	January 2026 Investor Presentation.
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

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​	AGREE REALTY CORPORATION
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​	By:	/s/ Peter Coughenour
​	​	Name: Peter Coughenour
​	​	Title: Chief Financial Officer and Secretary
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Date: January 5, 2026	​	​

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FAQ

What did Agree Realty Corporation (ADC) disclose in this 8-K filing?

Agree Realty Corporation described a press release and investor presentation covering its 2025 investment activity, 2026 investment outlook, portfolio updates, and fourth quarter 2025 capital markets activity, and provided detailed weighted-average share counts for 2025.

Where can investors find Agree Realty Corporation's 2025 investment activity and 2026 outlook?

The company stated that its press release on 2025 investment activity and 2026 investment outlook, along with an updated investor presentation, are available in the Investors section of its website at www.agreerealty.com and are furnished as Exhibits 99.1 and 99.2.

What were Agree Realty Corporation's basic weighted-average common shares outstanding for 2025?

For the three months ended December 31, 2025, basic weighted-average common shares outstanding were 114,695,645, and for the year ended December 31, 2025, they were 110,723,375 after subtracting unvested restricted shares.

What were Agree Realty Corporation's diluted weighted-average shares for 2025?

Diluted weighted-average common shares outstanding were 114,998,257 for the three months ended December 31, 2025 and 111,200,645 for the year ended December 31, 2025, reflecting the effect of share-based compensation and forward equity offerings.

How did forward equity offerings affect Agree Realty Corporation's diluted share count?

Using the treasury stock method, the company reported that forward equity offerings increased its weighted-average diluted shares by 43,198 for the three months ended December 31, 2025 and by 216,703 for the year ended December 31, 2025.

What role do Operating Partnership Units (OP Units) play in Agree Realty Corporation's share metrics?

The company reported 347,619 Operating Partnership Units, and when combined with common shares, the weighted-average number of common shares and OP Units outstanding used in diluted earnings per share was 115,345,876 for the quarter and 111,548,264 for the year ended December 31, 2025.