AGREE REALTY CORP 8-K

What Happened

• On January 5, 2026, Agree Realty Corporation (ADC) issued a press release titled “Agree Realty Announces 2025 Investment Activity & 2026 Investment Outlook” and posted an updated investor presentation to its website. The release covers the company’s 2025 investment activity, 2026 investment outlook, portfolio updates, and fourth-quarter 2025 capital markets activity.
• The company also disclosed its weighted‑average common shares outstanding for the three months and year ended December 31, 2025 and provided the calculations used for basic and diluted earnings per share (EPS) and the treatment of forward equity offerings.

Key Details

• Basic weighted‑average common shares outstanding used for EPS: 114,695,645 (Q4 2025) and 110,723,375 (Year 2025).
• Weighted‑average diluted shares used for EPS: 114,998,257 (Q4 2025) and 111,200,645 (Year 2025). Including Operating Partnership Units (OP Units) the diluted totals are 115,345,876 (Q4) and 111,548,264 (Year).
• Impact of forward equity offerings on diluted shares: 43,198 incremental weighted‑average shares for the three months ended Dec 31, 2025; 216,703 incremental shares for the twelve months ended Dec 31, 2025. The company used the treasury stock method to account for potential dilution prior to settlement.
• The 8‑K furnished the press release and the January 2026 investor presentation as exhibits; the filing was signed by CFO Peter Coughenour.

Why It Matters

• Updated investor materials give shareholders and analysts the company’s view of past investment activity and near‑term outlook, which can inform valuation and expectations for future growth.
• The disclosed weighted‑average share counts and the quantified impact of forward offerings are key inputs to EPS calculations; changes in diluted shares affect per‑share earnings, dividend metrics, and comparisons to prior periods.
• Investors should note the explicit incremental dilution from forward equity offerings (216,703 shares for 2025 year) and that the company applied the treasury stock method when estimating dilution before offering settlements.