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Agree Realty (NYSE: ADC) details Q2 2026 diluted share and OP Unit counts

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Agree Realty Corporation filed an update on its share count for earnings per share calculations for the three and six months ended June 30, 2026. For these periods, the weighted-average number of common shares outstanding used in basic EPS was 119,996,944 and 119,924,725, respectively.

After including dilutive securities such as share-based compensation and forward equity offerings, the weighted-average diluted share counts were 120,487,256 for the quarter and 120,449,139 for the six-month period. When adding 347,619 Operating Partnership Units, total weighted-average shares and OP Units used in diluted EPS were 120,834,875 and 120,796,758.

The Company used the treasury stock method to account for the potential dilution from forward equity offerings before settlement. These offerings added 328,729 incremental diluted shares for the quarter and 363,582 incremental diluted shares for the six-month period.

Positive

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Negative

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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.
Basic weighted-average shares Q2 2026 119,996,944 shares Common shares used in basic EPS, three months ended June 30, 2026
Basic weighted-average shares six months 2026 119,924,725 shares Common shares used in basic EPS, six months ended June 30, 2026
Diluted weighted-average shares Q2 2026 120,487,256 shares Common shares used in diluted EPS, three months ended June 30, 2026
Diluted weighted-average shares six months 2026 120,449,139 shares Common shares used in diluted EPS, six months ended June 30, 2026
Incremental dilution Q2 2026 328,729 shares Weighted-average incremental shares from forward equity offerings, quarter ended June 30, 2026
Incremental dilution six months 2026 363,582 shares Weighted-average incremental shares from forward equity offerings, six months ended June 30, 2026
Operating Partnership Units 347,619 units OP Units included in diluted equity count for both periods
Diluted shares plus OP Units Q2 2026 120,834,875 units Weighted-average common shares and OP Units used in diluted EPS, quarter
weighted-average number of common shares outstanding financial
"announced its weighted-average number of common shares outstanding for the three and six months ended June 30, 2026"
treasury stock method financial
"the Company used the treasury stock method to determine the dilution during the period of time prior to settlement"
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.
dilutive securities financial
"Effect of dilutive securities Share-based compensation"
ATM Forward Equity Offerings financial
"ATM Forward Equity Offerings | 214,995 | 255,543"
Operating Partnership Units financial
"Operating Partnership Units ("OP Units") | 347,619 | 347,619"
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.
earnings per share financial
"Weighted average number of common shares outstanding used in basic earnings per share"
Earnings per share represent the amount of profit a company makes for each share of its stock, similar to how a pie’s total size can be divided into slices for each person. It helps investors understand how profitable the company is on a per-share basis, making it easier to compare its performance over time or against other companies. Higher earnings per share generally indicate better profitability and can influence a company's stock value.
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Understanding 8-K Material Events →
0000917251FALSE00009172512026-07-022026-07-020000917251us-gaap:CommonStockMember2026-07-022026-07-020000917251us-gaap:RedeemablePreferredStockMember2026-07-022026-07-02

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): July 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 July 2, 2026, Agree Realty Corporation (the "Company") announced its weighted-average number of common shares outstanding for the three and six months ended June 30, 2026. The following table computes the Company’s weighted-average number of common shares outstanding for the periods:
Three Months EndedSix Months Ended
June 30, 2026June 30, 2026
Weighted average number of common shares outstanding120,204,596120,132,377
Less: Unvested restricted shares(207,652)(207,652)
Weighted average number of common shares outstanding used in basic earnings per share119,996,944119,924,725
Weighted average number of common shares outstanding used in basic earnings per share119,996,944119,924,725
Effect of dilutive securities:
Share-based compensation161,583160,832
ATM Forward Equity Offerings214,995255,543
April 2025 Forward Equity Offering113,734108,039
Weighted average number of common shares outstanding used in diluted earnings per share120,487,256120,449,139
Operating Partnership Units ("OP Units")347,619347,619
Weighted average number of common shares and OP Units outstanding used in diluted earnings per share120,834,875120,796,758
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 June 30, 2026 was 328,729 weighted-average incremental shares. The impact of the offerings on the Company’s weighted-average diluted shares for the six months ended June 30, 2026 was 363,582 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: July 2, 2026

Source: View Original Filing on SEC EDGAR

FAQ

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

Agree Realty disclosed updated weighted-average share counts used in earnings per share calculations for the three and six months ended June 30, 2026. It detailed basic, diluted, and OP Unit-adjusted share figures, plus the incremental impact of forward equity offerings.

What were Agree Realty’s basic weighted-average shares outstanding for Q2 2026?

For the three months ended June 30, 2026, basic weighted-average common shares outstanding used in earnings per share were 119,996,944. This figure reflects total common shares of 120,204,596 less 207,652 unvested restricted shares during the quarter.

How many diluted shares did Agree Realty report for the six months ended June 30, 2026?

Agree Realty reported 120,449,139 weighted-average common shares outstanding used in diluted earnings per share for the six months ended June 30, 2026. This includes the effect of share-based compensation and forward equity offerings on top of basic share counts.

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

Forward equity offerings increased diluted shares by 328,729 for the three months and 363,582 for the six months ended June 30, 2026. The Company used the treasury stock method to measure this incremental dilution prior to settlement of the offerings.

What role do Operating Partnership Units play in Agree Realty’s share calculations?

Agree Realty included 347,619 Operating Partnership Units when presenting total diluted equity interests. Combining diluted shares and OP Units produced 120,834,875 units for the quarter and 120,796,758 units for the six months ended June 30, 2026.

Which method did Agree Realty use to measure dilution from forward offerings?

The Company used the treasury stock method to account for potential dilution from its forward equity offerings before those offerings were settled. This method estimates incremental shares by assuming proceeds are used to repurchase stock at prevailing prices.

Filing Exhibits & Attachments

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