Earnings Per Common Share

12 Months Ended

Dec. 31, 2025

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 Program 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, of which there were none during the years ended December 31, 2025, 2024, and 2023.

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


	Year Ended December 31,
	2025		2024		2023
Numerator - Basic
Net income (loss)	$	101,027	$	267,303	$	334,757
Noncontrolling interests’ share in earnings	(29,680)		(24,161)		(28,748)
Net income (loss) attributable to Healthpeak Properties, Inc.	71,347		243,142		306,009
Less: Participating securities’ share in earnings	(834)		(758)		(1,725)



Net income (loss) applicable to common shares	$	70,513	$	242,384	$	304,284
Numerator - Dilutive
Net income (loss) applicable to common shares	$	70,513	$	242,384	$	304,284
Add: distributions on dilutive convertible units and other	—		107		—
Dilutive net income (loss) available to common shares	$	70,513	$	242,491	$	304,284
Denominator
Basic weighted average shares outstanding	696,026		675,680		547,006
Dilutive potential common shares - equity awards(1)	18		148		269


Dilutive potential common shares - OP Units(2)	—		405		—
Diluted weighted average common shares	696,044		676,233		547,275
Earnings (loss) per common share
Basic	$	0.10	$	0.36	$	0.56



Diluted	$	0.10	$	0.36	$	0.56

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

(2)For the year ended December 31, 2025, all 4 million outstanding OP Units were anti-dilutive. For the year ended December 31, 2024, represents the dilutive impact of 3 million outstanding OP Units.

For the years ended December 31, 2025, 2024, and 2023, all 13 million, 14 million, and 7 million shares issuable upon conversion of DownREIT units, respectively, were not included because they were anti-dilutive.