Earnings Per Common Share
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,
202520242023
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 outstanding696,026 675,680 547,006 
Dilutive potential common shares - equity awards(1)
18 148 269 
Dilutive potential common shares - OP Units(2)
— 405 — 
Diluted weighted average common shares696,044 676,233 547,275 
Earnings (loss) per common share
Basic$0.10 $0.36 $0.56 
Diluted$0.10 $0.36 $0.56 
_______________________________________
(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.

Historical Timeline

Fiscal YearFiled
2025Feb 3, 2026Showing above
2024Feb 4, 2025
2023Feb 9, 2024
2022Feb 8, 2023
2018Feb 14, 2019
2017Feb 13, 2018
2016Feb 13, 2017
2015Feb 9, 2016

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.