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Agree Realty uses 125M average shares for Q3 diluted EPS

ADC used the treasury stock method to measure potential dilution from forward equity offerings before settlement.

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Form Type
8-K

Rhea-AI Filing Summary

Agree Realty Corporation (ADC) reported weighted-average share counts used in basic and diluted earnings-per-share calculations for the three and nine months ended September 30, 2026. Basic EPS used 124,363,105 common shares for the three-month period and 121,423,613 for the nine-month period; diluted EPS used 124,602,961 and 121,879,652, respectively.

Forward equity offerings had an impact of 38,597 weighted-average incremental shares on diluted EPS for the three-month period and 255,253 for the nine-month period. ADC used the treasury stock method to calculate potential dilution before settlement. Including Operating Partnership Units, weighted-average common shares and units used in diluted EPS were 124,950,580 and 122,227,271, respectively.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Weighted-average common shares used for basic EPS 124,363,105 shares Three months ended September 30, 2026
Weighted-average common shares used for basic EPS 121,423,613 shares Nine months ended September 30, 2026
Weighted-average common shares used for diluted EPS 124,602,961 shares Three months ended September 30, 2026
Weighted-average common shares used for diluted EPS 121,879,652 shares Nine months ended September 30, 2026
Incremental weighted-average diluted shares from forward equity offerings 38,597 shares Three months ended September 30, 2026
Incremental weighted-average diluted shares from forward equity offerings 255,253 shares Nine months ended September 30, 2026
Weighted-average common shares and OP Units used for diluted EPS 124,950,580 shares and units Three months ended September 30, 2026
Weighted-average common shares and OP Units used for diluted EPS 122,227,271 shares and units Nine months ended September 30, 2026
weighted-average number of common shares outstanding financial
"weighted-average number of common shares outstanding used in basic earnings per share"
dilutive securities financial
"Effect of dilutive securities"
Securities that can increase a company’s outstanding share count if converted, exercised, or issued, such as stock options, warrants, convertible bonds, and convertible preferred shares. They matter to investors because they can dilute ownership percentage and reduce per-share measures like earnings per share, similar to slicing a pizza into more pieces so each slice represents a smaller share of the whole.
treasury stock method financial
"used the treasury stock method to determine the dilution"
A bookkeeping technique used to estimate how many additional shares would exist if all outstanding stock options, warrants and convertible securities were exercised, assuming the company uses the cash received to buy back shares at the current market price. Investors use it to calculate diluted earnings per share and to gauge potential ownership and profit dilution—like figuring out how a pie would be divided if more people claimed slices and some money was used to buy slices back.
Operating Partnership Units financial
"Operating Partnership Units ("OP Units")"
Operating partnership units are ownership stakes in a limited partnership that typically sits under a real estate investment trust or similar corporate structure; each unit represents a claim on the partnership’s cash flow and assets and is often convertible into the parent company’s common shares. For investors, these units matter because they convey economic interest and potential voting influence, can be used to compensate managers, and may dilute or change the value of common shares — think of them as second-layer shares that interact with the main stock like shares in a holding company.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did ADC use for basic and diluted EPS in the third quarter of 2026?
For the three months ended September 30, 2026, basic EPS used 124,363,105 weighted-average common shares, while diluted EPS used 124,602,961. The diluted figure reflects the effect of dilutive securities.

What was the impact of ADC's forward equity offerings on diluted shares?
The reported impact on weighted-average diluted shares was 38,597 for the three months ended September 30, 2026, and 255,253 for the nine months ended September 30, 2026. ADC used the treasury stock method to calculate dilution before settlement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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, 2026
AGREE REALTY CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation)
1-1292838-3148187
(Commission file number)(I.R.S. Employer Identification No.)
32301 Woodward Avenue
Royal Oak, Michigan
48073
(Address of principal executive offices)(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par valueADCNew 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		ADCPrANew 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, 2026, Agree Realty Corporation (the "Company") announced its weighted-average number of common shares outstanding for the three and nine months ended September 30, 2026. The following table computes the Company’s weighted-average number of common shares outstanding for the periods:
Three Months EndedNine Months Ended
September 30, 2026September 30, 2026
Weighted average number of common shares outstanding124,565,976121,626,484
Less: Unvested restricted shares(202,871)(202,871)
Weighted average number of common shares outstanding used in basic earnings per share124,363,105121,423,613
Weighted average number of common shares outstanding used in basic earnings per share124,363,105121,423,613
Effect of dilutive securities:
Share-based compensation201,259200,786
ATM Forward Equity Offerings— 170,361
April 2025 Forward Equity Offering38,59784,892
Weighted average number of common shares outstanding used in diluted earnings per share124,602,961121,879,652
Operating Partnership Units ("OP Units")347,619347,619
Weighted average number of common shares and OP Units outstanding used in diluted earnings per share124,950,580122,227,271
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, 2026 was 38,597 weighted-average incremental shares. The impact of the offerings on the Company’s weighted-average diluted shares for the nine months ended September 30, 2026 was 255,253 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
By:/s/ Peter Coughenour
Name: Peter Coughenour
Title: Chief Financial Officer and Secretary
Date: October 2, 2026

Source: View Original Filing on SEC EDGAR

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