COPT Defense Properties Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Earnings Per Share ("EPS")

Earnings Per Share ("EPS")

9 Months Ended

Sep. 30, 2025

We present both basic and diluted EPS. We compute basic EPS by dividing net income available to common shareholders allocable to unrestricted common shares by the weighted average number of unrestricted common shares outstanding during the period after allocating undistributed earnings between common shareholders and participating securities under the two-class method. Our participating securities include restricted shares and PIUs and deferred share awards not previously settled by common share issuances. Our computation of diluted EPS is similar except that:

•the denominator is increased to include: (1) the weighted average number of potential additional common shares that would have been outstanding if securities that are convertible into common shares were converted; and (2) the effect of dilutive potential common shares outstanding during the period attributable to redeemable noncontrolling interest and share-based compensation awards using the if-converted or treasury stock methods; and

•the numerator is adjusted to add back any changes in income that would result from the assumed conversion into common shares that we add to the denominator.

We compute diluted EPS using the treasury stock method for unvested restricted shares, TB-PIUs and deferred share awards and the if-converted method for exchangeable debt (including our 5.25% Notes), common units, redeemable noncontrolling interest, PB-PIUs, PSUs and vested PIUs and deferred share awards not previously settled by common share issuances.

Summaries of the numerator and denominator for purposes of basic and diluted EPS calculations are set forth below (in thousands, except per share data):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2025		2024		2025		2024
Numerator


Net income attributable to common shareholders	$	41,727	$	36,085	$	114,814	$	103,808
Income attributable to share-based compensation awards for basic EPS	(161)		(127)		(484)		(385)
Numerator for basic EPS on net income attributable to common shareholders	41,566		35,958		114,330		103,423




Adjustment to income attributable to share-based compensation awards for diluted EPS	28		23		144		66
Numerator for diluted EPS on net income attributable to common shareholders	$	41,594	$	35,981	$	114,474	$	103,489





Denominator (all weighted averages)
Denominator for basic EPS (common shares)	112,485		112,314		112,442		112,279



Dilutive effect of share-based compensation awards	702		696		749		566
Denominator for diluted EPS (common shares)	113,187		113,010		113,191		112,845




Basic EPS attributable to common shareholders	$	0.37	$	0.32	$	1.02	$	0.92



Diluted EPS attributable to common shareholders	$	0.37	$	0.32	$	1.01	$	0.92

Our diluted EPS computations do not include the effects of the following securities since the conversions of such securities would increase diluted EPS for the respective periods (in thousands):


	Weighted Average Shares Excluded from Denominator
	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2025	2024	2025	2024
Conversion of common units	2,182	1,696	2,136	1,675
Conversion of redeemable noncontrolling interest	804	747	834	873

The following securities were also excluded from the computation of diluted EPS because their effect was antidilutive:

•weighted average restricted shares and deferred share awards of 502,000 and 436,000 for the three months ended September 30, 2025 and 2024, respectively, and 429,000 and 433,000 for the nine months ended September 30, 2025 and 2024, respectively;

•weighted average TB-PIUs of 241,000 and 229,000 for the three months ended September 30, 2025 and 2024, respectively, and 235,000 and 221,000 for the nine months ended September 30, 2025 and 2024, respectively;

•weighted average PB-PIUs of 718,000 for the three months ended September 30, 2024 and 740,000 for the nine months ended September 30, 2024; and

•weighted average vested PIUs of 223,000 and 212,000 for the three and nine months ended September 30, 2024, respectively.

Our 5.25% Notes issued in 2023 have an exchange settlement feature under which the principal amount of notes exchanged is payable in cash, with the remainder of the exchange obligation, if any, determined based on the exchange price per common share at the time of settlement, payable in cash, common shares or a combination thereof at our election. These notes did not affect our diluted EPS reported above since the weighted average closing price of our common shares for the three and nine months ended September 30, 2025 and 2024 was less than the exchange price applicable to those periods.