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[8-K] AGREE REALTY CORP Reports Material Event

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

Rhea-AI Filing Summary

Agree Realty Corporation reported its weighted-average common share counts for the three months ended March 31, 2026, which are used to calculate earnings per share.

Basic earnings per share was based on 119,856,418 weighted-average common shares outstanding, after excluding 202,939 unvested restricted shares, from a total weighted-average 120,059,357 common shares. Diluted earnings per share reflected 120,375,633 weighted-average common shares, including dilutive effects from share-based compensation, at-the-market forward equity offerings, and an April 2025 forward equity offering. When adding 347,619 Operating Partnership Units, the weighted-average number of common shares and OP Units used in diluted earnings per share was 120,723,252.

The company used the treasury stock method to account for potential dilution from forward equity offerings before settlement, resulting in 398,432 weighted-average incremental shares in diluted calculations for the period.

Positive

  • None.

Negative

  • None.
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 outstanding 120,059,357 shares Three months ended March 31, 2026
Unvested restricted shares 202,939 shares Three months ended March 31, 2026
Basic EPS weighted-average shares 119,856,418 shares Used in basic earnings per share, Q1 2026
Diluted EPS weighted-average shares 120,375,633 shares Used in diluted earnings per share, Q1 2026
Weighted-average shares and OP Units 120,723,252 units Diluted shares plus 347,619 OP Units, Q1 2026
OP Units 347,619 units Operating Partnership Units included in diluted EPS, Q1 2026
Forward offerings dilution impact 398,432 shares Weighted-average incremental shares from forward equity offerings, Q1 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.
forward equity offerings financial
"To account for the potential dilution resulting from the forward equity offerings on earnings per share calculations"
A forward equity offering is an arrangement where a company arranges in advance to sell future shares through a broker or investor, often at pre-agreed terms, rather than issuing them immediately. Think of it like arranging today to deliver a batch of goods later; it provides the company with a flexible way to raise capital when needed but can dilute existing shareholders’ ownership and affect share price expectations, so investors watch for timing and terms.
Operating Partnership Units financial
"Operating Partnership Units ("OP Units") | 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.
diluted earnings per share financial
"Weighted average number of common shares outstanding used in diluted earnings per share | 120,375,633"
Diluted earnings per share is a measure of a company's profit allocated to each share of stock, taking into account all possible shares that could be created through stock options, convertible bonds, or other securities. It shows the lowest possible earnings per share if all these potential shares were issued, helping investors understand the worst-case scenario for their ownership. This figure matters because it provides a more conservative view of a company's profitability per share.
share-based compensation financial
"Effect of dilutive securities Share-based compensation | 120,783"
Share-based compensation is when a company pays employees, executives or directors with its own stock or rights to buy stock instead of, or in addition to, cash. Think of it like receiving store gift cards instead of extra paycheck — it can motivate staff to boost the company’s value, but it also increases the number of shares outstanding and can shrink each existing owner’s slice of profits and voting power. Investors watch it because it affects reported earnings, share count and the alignment between management and shareholders.
Understanding 8-K Material Events →
0000917251FALSE00009172512026-04-022026-04-020000917251us-gaap:CommonStockMember2026-04-022026-04-020000917251us-gaap:RedeemablePreferredStockMember2026-04-022026-04-02

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): April 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 April 2, 2026, Agree Realty Corporation (the "Company") announced its weighted-average number of common shares outstanding for the three months ended March 31, 2026. The following table computes the Company’s weighted-average number of common shares outstanding for the period:
Three Months Ended
March 31, 2026
Weighted average number of common shares outstanding120,059,357
Less: Unvested restricted shares$(202,939)
Weighted average number of common shares outstanding used in basic earnings per share119,856,418
Weighted average number of common shares outstanding used in basic earnings per share119,856,418
Effect of dilutive securities:
Share-based compensation120,783
ATM Forward Equity Offerings296,088
April 2025 Forward Equity Offering102,344
Weighted average number of common shares outstanding used in diluted earnings per share120,375,633
Operating Partnership Units ("OP Units")347,619
Weighted average number of common shares and OP Units outstanding used in diluted earnings per share120,723,252
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 March 31, 2026 was 398,432 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: April 2, 2026

Source: View Original Filing on SEC EDGAR

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