MEDICAL PROPERTIES TRUST INC

The Company from time to time receives written comments from the staff (the “Staff”) of the SEC's Division of Corporation Finance regarding the Company’s periodic or current reports under the Securities Exchange Act of 1934, as amended. On July 3, 2023, we received a comment letter from the Staff requesting that we amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 to include the audited financial statements of Steward as of and for the year ended December 31, 2022. On July 18, 2023, we responded to the comment letter and confirmed our intention to file such audited financial statements of Steward via Form 10-K/A promptly upon our receipt of the same from Steward. We reiterated our commitment to file such Steward financial statements in responses to further Staff comment letters received in November 2023 and January 2024.

As of the date of this annual report, however, we have not received from Steward its audited financial statements as of and for the year ended December 31, 2022, despite repeated requests by the Company pursuant to the terms of the Company’s leases with Steward. In our responses to the Staff, the Company respectfully noted that Steward is an independent third party that the Company does not control, and that there are no Board member, officer, or employee overlaps between the Company and Steward that could help facilitate the provision of the audited financial statements of Steward. Furthermore, we noted that the Company’s maximum equity investment in Steward is limited to a passive 9.9% interest under applicable tax law. As a result, we respectfully advised the Staff that the Company does not have the means to unilaterally compel the timely completion and delivery of Steward’s audited financial statements for filing with the SEC. As a private non-reporting and non-listed company, Steward is not otherwise required by law to produce audited financial statements for public release.

In its most recent response to the Staff on February 8, 2024, the Company nevertheless reaffirmed its commitment to file Steward’s audited financial statements for the year ended December 31, 2022, via Form 10-K/A promptly upon receipt.