Item 7.01. Regulation FD Disclosure.

On January 4, 2023, Agree Realty Corporation (the "Company") issued a press release announcing the Company's investment activity for 2022, and updates on its portfolio and its fourth quarter 2022 capital markets activities.





A copy of the press release is furnished as Exhibit 99.1 to this report. The
Company also posted an updated investor presentation to its website, which is
furnished as Exhibit 99.2 to this report. The press release and investor
presentation can be found on the Investors section of the Company's website

at
www.agreerealty.com.



The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached
hereto, is being furnished and shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of such section, nor shall such information
be deemed to be incorporated by reference in any filing under the Securities Act
of 1933 or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.


Item 8.01. Other Events.



On January 4, 2023, the Company announced its weighted-average number of common
shares outstanding for the three and twelve months ended December 31, 2022. 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, 2022       December 31, 2022
Weighted-average number of common shares outstanding                  88,660,310              78,885,063
Less: Unvested restricted stock                                         (225,730 )              (225,730 )

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

                                           88,434,580              78,659,333

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

                                           88,434,580              78,659,333
Effect of dilutive securities:
Share-based compensation                                                 126,977                 129,474
ATM forward equity offerings                                              55,730                  63,381
December 2021 Forward Offering                                                 -                  89,963
May 2022 Forward Offering                                                      -                 173,429
September 2022 Forward Offering                                          195,223                  48,806

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

                                         88,812,510              79,164,386

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


89,160,129              79,512,005

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, 2022 was 250,953 weighted-average incremental shares. The impact of the offerings on the Company's weighted-average diluted shares for the twelve months ended December 31, 2022 was 375,579 weighted-average incremental shares.

Item 9.01. Financial Statements and Exhibits.






(d)    Exhibits



Exhibit  Description

99.1 Press release, dated January 4, 2023, entitled "Agree Realty Announces


         Record 2022 Investment Activity & Provides Update on Capital Markets
         Activities".
  99.2     January 2023 Investor Presentation.
104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document).

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