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): October 1, 2018

AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland

(State of other jurisdiction of incorporation)

(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:

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.     ¨

On October 1, 2018, Agree Realty Corporation (the "Company") announced its weighted-average number of common shares outstanding for the three and nine months ended September 30, 2018. The following table illustrates the Company’s weighted-average number of common shares outstanding for the periods:

The Company entered into a forward sale agreement in March 2018 to sell an aggregate of 3,450,000 shares of common stock (the “March 2018 Forward”) and entered into a subsequent forward sale agreement in September 2018 to sell an aggregate of 3,500,000 shares of common stock (the “September 2018 Forward”, and together with the March 2018 Forward, the “Forward Equity Offerings”). Concurrently with the September 2018 Forward, the Company settled the entirety of the March 2018 Forward and received net proceeds of approximately $160.2 million.

To account for the potential dilution resulting from the Forward Equity Offerings on earnings per share calculations, the Company used the treasury method to determine the dilution resulting from the Forward Equity Offerings during the period of time prior to settlement. The impact from the March 2018 Forward on the Company’s weighted-average diluted shares for the three and nine months ended September 30, 2018 was 439,761 and 265,048 weighted-average incremental shares, respectively. The impact from the September 2018 Forward on the Company’s weighted-average diluted shares for the three and nine months ended September 30, 2018 was 8,456 and 2,819 weighted-average incremental shares, respectively. To date, no shares from the September 2018 Forward have been settled.

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.