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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Item 8.01. Other Events.
On January 5, 2022, Agree Realty Corporation (the “Company”) announced its weighted-average number of common shares outstanding for the three and twelve months ended December 31, 2021. The following table computes the Company’s weighted-average number of common shares outstanding for the periods:
| Three Months Ended | Twelve Months Ended | |||||||
| December 31, 2021 | December 31, 2021 | |||||||
| Weighted-average number of common shares outstanding | 70,499,486 | 67,004,069 | ||||||
| Less: Unvested restricted stock | (201,827 | ) | (201,827 | ) | ||||
| Weighted-average number of common shares outstanding used in basic earnings per share | 70,297,659 | 66,802,242 | ||||||
| Weighted-average number of common shares outstanding used in basic earnings per share | 70,297,659 | 66,802,242 | ||||||
| Effect of dilutive securities: | ||||||||
| Share-based compensation | 118,299 | 118,460 | ||||||
| 2020 ATM forward equity offerings | 77,838 | 153,200 | ||||||
| 2021 ATM forward equity offerings | 58,605 | 50,757 | ||||||
| December 2021 Forward Offering | 57,681 | 14,420 | ||||||
| Weighted-average number of common shares outstanding used in diluted earnings per share | 70,610,082 | 67,139,079 | ||||||
| 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 | 70,957,701 | 67,486,698 | ||||||
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 December 31, 2021 was 194,124 weighted-average incremental shares. The impact of the offerings on the Company’s weighted-average diluted shares for the twelve months ended December 31, 2021 was 218,377 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 | ||
| Date: January 5, 2022 | By: | /s/ Peter Coughenour |
| Name: Peter Coughenour | ||
| Title: Chief Financial Officer and Secretary | ||