Earnings Per Common Share

12 Months Ended

Dec. 31, 2024

Basic income (loss) per common share (“EPS”) is computed based on the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed based on the weighted average number of common shares outstanding plus the impact of forward equity sales agreements using the treasury stock method, common shares issuable from the assumed conversion of DownREIT units, stock options, certain performance restricted stock units, OP Units, and unvested restricted stock units. Only those instruments having a dilutive impact on the Company’s basic income (loss) per share are included in diluted income (loss) per share during the periods presented.

Certain restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, and require use of the two-class method when computing basic and diluted earnings per share.

The Company considers the potential dilution resulting from forward agreements under its ATM Programs to the calculation of earnings per share. At inception, the agreements do not have an effect on the computation of basic EPS as no shares are delivered until settlement. However, the Company uses the treasury stock method to calculate the dilution, if any, resulting from the forward sales agreements during the period of time prior to settlement. Refer to Note 13 for a discussion of the sale of shares under and settlement of forward sales agreements during the periods presented.

The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts):


	Year Ended December 31,
	2024		2023		2022
Numerator - Basic
Income (loss) from continuing operations	$	267,303	$	334,757	$	513,540
Noncontrolling interests’ share in continuing operations	(24,161)		(28,748)		(15,975)
Income (loss) from continuing operations attributable to Healthpeak Properties, Inc.	243,142		306,009		497,565
Less: Participating securities’ share in continuing operations	(758)		(1,725)		(2,657)
Income (loss) from continuing operations applicable to common shares	242,384		304,284		494,908
Income (loss) from discontinued operations	—		—		2,884

Net income (loss) applicable to common shares	$	242,384	$	304,284	$	497,792
Numerator - Dilutive
Net income (loss) applicable to common shares	$	242,384	$	304,284	$	497,792
Add: distributions on dilutive convertible units and other	107		—		—
Dilutive net income (loss) available to common shares	$	242,491	$	304,284	$	497,792
Denominator
Basic weighted average shares outstanding	675,680		547,006		538,809
Dilutive potential common shares - equity awards(1)	148		269		338


Dilutive potential common shares - OP Units(2)	405		—		—
Diluted weighted average common shares	676,233		547,275		539,147
Basic earnings (loss) per common share
Continuing operations	$	0.36	$	0.56	$	0.92
Discontinued operations	—		—		0.00
Net income (loss) applicable to common shares	$	0.36	$	0.56	$	0.92
Diluted earnings (loss) per common share
Continuing operations	$	0.36	$	0.56	$	0.92
Discontinued operations	—		—		0.00
Net income (loss) applicable to common shares	$	0.36	$	0.56	$	0.92

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(1)For all periods presented, represents the dilutive impact of 1 million outstanding equity awards (restricted stock units and stock options).

(2)For the year ended December 31, 2024, represents the dilutive impact of 3 million outstanding OP Units.

For the years ended December 31, 2024, 2023, and 2022, all 14 million, 7 million, and 7 million shares issuable upon conversion of DownREIT units, respectively, were not included because they were anti-dilutive. For the years ended December 31, 2024 and 2023, forward equity sales agreements had no dilutive impact as no shares were outstanding under ATM forward contracts during the year. For the year ended December 31, 2022, all shares that were settled during the year then ended were anti-dilutive.