Item 7.01. Regulation FD Disclosure

On January 6, 2020, Agree Realty Corporation (the "Company") issued a press release announcing the Company's investment and disposition activity for 2019, investment guidance for 2020, and updates on its portfolio and its fourth quarter 2019 capital markets activities.

A copy of the press release is furnished as Exhibit 99.1 to this report.

The Company has posted a copy of the press release in the Invest section of its website at www.agreerealty.com.




  Item 8.01. Other Events.




On January 6, 2020, the Company announced its weighted-average number of common
shares outstanding for the three and twelve months ended December 31, 2019. The
following table computes the Company's weighted-average number of common shares
outstanding for the periods:



                                                           Three Months      Twelve Months
                                                               Ended             Ended
                                                           December 31,      December 31,
                                                               2019              2019

Weighted-average number of common shares outstanding 42,481,614 40,771,300 Less: Unvested restricted stock

                                 (193,954 )        (193,954 )

Weighted-average number of common shares outstanding used in basic earnings per share

                              42,287,660        40,577,346

Weighted-average number of common shares outstanding used in basic earnings per share

                              42,287,660        40,577,346
Effect of dilutive securities: share-based compensation          108,227            98,740

Effect of dilutive securities: September 2018 forward equity offering

                                                        -           269,785

Effect of dilutive securities: April 2019 forward equity offering

                                                         598,359           277,225

Effect of dilutive securities: 2019 ATM forward equity offerings

                                                          2,072               518

Weighted-average number of common shares outstanding used in diluted earnings per share

                            42,996,318        41,223,614

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

                43,343,937        41,571,233

The Company entered into a forward sale agreement in September 2018 to sell an aggregate of 3,500,000 shares of common stock (the "September 2018 Forward") and entered into subsequent forward sale agreements in April 2019 to sell an aggregate of 3,162,500 shares of common stock (the "April 2019 Forward", and together with the September 2018 Forward, the "Forward Equity Offerings"). Concurrently with entering into the April 2019 Forward, the Company settled the entirety of the September 2018 Forward and received net proceeds of approximately $186.0 million. The Company settled the entirety of the April 2019 Forward on December 30, 2019 and received net proceeds of approximately $195.8 million.

During the fourth quarter of 2019, the Company entered into forward sale agreements in connection with its at-the-market equity program to sell an aggregate of 2,003,118 shares of common stock (the "ATM Forward Offerings"). To date, no shares from the ATM Forward Offerings have been settled.

To account for the potential dilution resulting from the Forward Equity Offerings and the ATM Forward Offerings on earnings per share calculations, the Company used the treasury method to determine the dilution during the period of time prior to settlement. The impact from the September 2018 Forward on the Company's weighted-average diluted shares for the twelve months ended December 31, 2019 was 269,785 weighted-average incremental shares. The impact from the April 2019 Forward on the Company's weighted-average diluted shares for the three and twelve months ended December 31, 2019 was 598,359 and 277,225 weighted-average incremental shares, respectively. The impact from the ATM Forward Offerings on the Company's weighted-average diluted shares for the three and twelve months ended December 31, 2019 was 2,072 and 518 weighted-average incremental shares, respectively.




  Item 9.01. Financial Statements and Exhibits.




  (d) Exhibits




Exhibit   Description

  99.1      Press release, dated January 6, 2020, entitled "Agree Realty Announces
          Record 2019 Investment Activity".
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

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