Earnings Per Share

12 Months Ended

Dec. 31, 2024

14. Earnings Per Share

Potentially dilutive common stock equivalents for the Company include convertible senior notes, warrants, unvested restricted stock, restricted stock units, and prepaid stock purchase contracts.

As of December 31, 2024, the maximum number of shares issuable upon settlement of the 2026 Notes is 3.9 million (after giving effect to 1.0 million additional shares that would be issuable upon conversion in connection with the occurrence of certain corporate or other events). As of December 31, 2024, the maximum number of shares issuable upon settlement of the 2029 Notes is 55.0 million (after giving effect to 13.9 million additional shares that would be issuable upon conversion in connection with the occurrence of certain corporate or other events). Refer to Note 7 for more information on the 2026 Notes and the 2029 Notes.

On July 26, 2020, the Company issued to Ventas a warrant (the "Warrant") to purchase 16.3 million shares of the Company’s common stock, $0.01 par value per share, at a price per share of $3.00. The Warrant is exercisable at Ventas' option at any time and from time to time, in whole or in part, until December 31, 2025. The exercise price and the number of shares issuable on exercise of the Warrant are subject to certain anti-dilution adjustments, including for cash dividends, stock dividends, stock splits, reclassifications, non-cash distributions, certain repurchases of common stock, and business combination transactions. During the year ended December 31, 2024, the Company issued 2.9 million shares of common stock upon the partial exercise of the Warrant by Ventas for 5.2 million shares, net of shares withheld to satisfy the aggregate exercise price. As of December 31, 2024, the Warrant remains outstanding for the right to purchase 11.1 million shares of the Company's common stock.

As of December 31, 2024, the maximum number of shares issuable upon settlement of the Units' prepaid stock purchase contracts is 34.8 million. Refer to Note 9 for more information on the Units.

Basic earnings per share ("EPS") is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding, after giving effect to the minimum number of shares issuable upon settlement of the prepaid stock purchase contract component of the Units.


	Years Ended December 31,
(in thousands)	2024	2023	2022


Weighted average common shares outstanding	195,612	188,023	186,574
Weighted average minimum shares issuable under purchase contracts	31,913	37,186	3,889
Weighted average shares outstanding - basic	227,525	225,209	190,463

Diluted EPS includes the components of basic EPS and also gives effect to dilutive common stock equivalents. Diluted EPS reflects the potential dilution that could occur if securities or other instruments that are convertible into common stock were exercised or could result in the issuance of common stock. For the purposes of computing diluted EPS, weighted average shares outstanding do not include potentially dilutive securities that are anti-dilutive under the treasury stock method or if-converted method, and performance-based equity awards are included based on the attainment of the applicable performance metrics as of the end of the reporting period. The Company has the following potentially outstanding shares of common stock, which were excluded from the computation of diluted net income (loss) per share attributable to common stockholders in all periods as a result of the net loss.


	As of December 31,
(in millions)	2024	2023	2022


2026 Notes at initial conversion rate	2.9	28.4	28.4
Incremental shares issuable upon certain events for 2026 Notes	1.0	9.9	9.9
2029 Notes at initial conversion rate	41.1	—	—
Incremental shares issuable upon certain events for 2029 Notes	13.9	—	—
Warrants	11.1	16.3	16.3
Restricted stock and restricted stock units	6.4	6.4	5.4
Incremental shares issuable under purchase contracts	5.2	6.5	6.5
Total	81.6	67.5	66.5