UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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| Item 8.01. | Other Events. |
On April 6, 2021, the Company announced its weighted-average number of common shares outstanding for the three months ended March 31, 2021. The following table computes the Company’s weighted-average number of common shares outstanding for the period:
| Three Months | ||||
| Ended | ||||
| March 31, 2021 | ||||
| Weighted-average number of common shares outstanding | 63,048,905 | |||
| Less: Unvested restricted stock | (220,008 | ) | ||
| Weighted-average number of common shares outstanding used in basic earnings per share | 62,828,897 | |||
| Weighted-average number of common shares outstanding used in basic earnings per share | 62,828,897 | |||
| Effect of dilutive securities: | ||||
| Share-based compensation | 61,270 | |||
| 2020 ATM forward equity offerings | 49,009 | |||
| 2021 ATM forward equity offerings | - | |||
| Weighted-average number of common shares outstanding used in diluted earnings per share | 62,939,176 | |||
| Operating Partnership Units ("OP Units") | 347,619 | |||
| Weighted-average number of common shares and OP Units outstanding used in diluted earnings per share | 63,286,795 | |||
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 2020 ATM forward equity offerings on the Company’s weighted-average diluted shares for the three months ended March 31, 2021 was 49,009 weighted-average incremental shares. There was no impact from the 2021 ATM forward equity offerings on the Company’s weighted-average diluted shares for the three months ended March 31, 2021 as their effect was antidilutive.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 | ||
| Date: April 6, 2021 | By: | /s/ Simon J. Leopold |
| Simon J. Leopold | ||
| Chief Financial Officer and Secretary | ||