Agree Realty (NYSE: ADC) updates Q3 2025 diluted share count

Rhea-AI Filing Summary

Agree Realty Corporation filed a current report to disclose its weighted-average common shares outstanding for the three and nine months ended September 30, 2025, and how these figures affect earnings per share calculations. For the quarter, weighted-average common shares outstanding were 111,531,032, with 111,277,316 used in basic EPS and 111,511,615 used in diluted EPS. For the nine-month period, weighted-average common shares outstanding were 109,637,451, with 109,383,735 used in basic EPS and 109,875,336 used in diluted EPS. The company applied the treasury stock method to its forward equity offerings, which added 21,355 weighted-average incremental shares to diluted shares for the quarter and 274,536 for the nine months. Including 347,619 Operating Partnership units, total diluted shares and OP units were 111,859,234 for the quarter and 110,222,955 for the nine months.

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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): October 2, 2025

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

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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 8.01.Other Events.

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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:

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​	​	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
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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
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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	​	111,859,234		110,222,955

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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 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.

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SIGNATURES

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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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Date: October 2, 2025	By:	/s/ Peter Coughenour
​	​	Name: Peter Coughenour
​	​	Title: Chief Financial Officer and Secretary

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FAQ

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

Agree Realty Corporation disclosed detailed calculations of its weighted-average common shares outstanding for the three and nine months ended September 30, 2025, including the impact on basic and diluted earnings per share.

How many weighted-average common shares were outstanding for Q3 2025?

For the three months ended September 30, 2025, weighted-average common shares outstanding were 111,531,032, with 111,277,316 shares used in basic earnings per share.

What was Agree Realty’s diluted share count for the three and nine months ended September 30, 2025?

Weighted-average common shares used in diluted earnings per share were 111,511,615 for the quarter and 109,875,336 for the nine months ended September 30, 2025.

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

Using the treasury stock method, the company recorded an incremental impact from forward equity offerings of 21,355 weighted-average shares for the three months and 274,536 for the nine months ended September 30, 2025.

What are the total diluted shares and Operating Partnership units reported by Agree Realty?

Including 347,619 Operating Partnership units, the weighted-average number of common shares and OP units outstanding used in diluted earnings per share was 111,859,234 for the quarter and 110,222,955 for the nine months ended September 30, 2025.

Why are unvested restricted shares excluded from basic EPS for Agree Realty?

Unvested restricted shares of 253,716 are subtracted from total weighted-average common shares outstanding so that basic earnings per share are calculated only on shares that are currently vested and outstanding.