Earnings Per Common Share

3 Months Ended

Mar. 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 12 for a discussion of the sale of shares under and settlement of forward sales agreements, of which there were none during the three months ended March 31, 2024 and 2023.

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


	Three Months Ended March 31,
	2024		2023
Numerator
Net income (loss)	$	11,177	$	134,507
Noncontrolling interests’ share in earnings	(4,501)		(15,555)
Net income (loss) attributable to Healthpeak Properties, Inc.	6,676		118,952
Less: Participating securities’ share in earnings	(199)		(1,254)



Net income (loss) applicable to common shares - basic and diluted	$	6,477	$	117,698




Denominator
Basic weighted average shares outstanding	600,898		546,842
Dilutive potential common shares - equity awards(1)	181		268

Dilutive potential common shares - OP Units(2)	109		—

Diluted weighted average common shares	601,188		547,110
Earnings (loss) per common share








Basic	$	0.01	$	0.22
Diluted	$	0.01	$	0.22

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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 three months ended March 31, 2024, represents the dilutive impact of 3 million outstanding OP Units.

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