Business Context and Reporting Period
Company: Agree Realty Corporation (AGREE REALTY CORP)
Filing Type: Form 8-K (Current Report)
Date of Report: October 2, 2025
Reporting Period: Three and nine months ended September 30, 2025
Item Reported: Item 8.01 Other Events – Announcement of weighted-average common shares outstanding.
Key Financial Metrics
This filing focuses exclusively on share count calculations for earnings per share (EPS) purposes. It does not report revenue, profit, cash flow, margins, debt, or liquidity figures.
| Metric | Three Months Ended Sept 30, 2025 |
Nine Months Ended Sept 30, 2025 |
|---|---|---|
| Weighted Average Common Shares Outstanding | 111,531,032 | 109,637,451 |
| Less: Unvested Restricted Shares | (253,716) | (253,716) |
| Basic EPS Shares | 111,277,316 | 109,383,735 |
| Effect of Dilutive Securities (Share-based comp, ATM, Forward Offerings) | 234,299 | 491,601 |
| Diluted EPS Shares (Common Only) | 111,511,615 | 109,875,336 |
| Operating Partnership Units (OP Units) | 347,619 | 347,619 |
| Total Diluted Shares (Common + OP Units) | 111,859,234 | 110,222,955 |
Material Changes
The filing does not provide comparative data for the prior year periods to calculate material changes in share counts or financial performance. The document serves as a disclosure of the specific share counts used for the current period's EPS calculations.
Guidance, Outlook, and Risks
Management Commentary: The Company utilized the treasury stock method to account for potential dilution from forward equity offerings prior to settlement.
- Three Months Ended Sept 30, 2025: Forward equity offerings resulted in 21,355 weighted-average incremental shares.
- Nine Months Ended Sept 30, 2025: Forward equity offerings resulted in 274,536 weighted-average incremental shares.
Risks and Contingencies: No specific risks or contingencies are detailed in this filing beyond the standard disclosure of dilution impacts from equity offerings.
Investor Verification Checklist
- Verify the impact of the 21,355 (3-month) and 274,536 (9-month) incremental shares on the Company's reported diluted EPS.
- Confirm the status and settlement dates of the ATM Forward Equity Offerings and the October 2024/April 2025 Forward Equity Offerings mentioned in the dilution table.
- Review the full quarterly earnings release (not included in this 8-K) for corresponding revenue, FFO, and AFFO figures to contextualize these share counts.
- Check for any subsequent filings regarding the settlement of the forward equity offerings to confirm final share issuance.