MEDICAL PROPERTIES TRUST INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

MEDICAL PROPERTIES TRUST, INC.

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Letter from Our Chairman

Dear Fellow Stockholder: You are cordially invited to attend the 2025 annual meeting of stockholders of Medical Properties Trust (“MPT”, the “Company”, or “we”). The meeting will be held on May 29, 2025, at 10:30 a.m. Central Time at UAB Collat School of Business, 710 13th Street South, Birmingham, Alabama 35233. In the Notice of the Annual Meeting of Stockholders and Proxy Statement, you will find details regarding accessing the meeting and the matters expected to be considered and voted upon there. Your vote is important to us. Whether or not you plan to attend the meeting, we urge you to vote by mail, phone, or internet. We also encourage you to carefully review our Annual Report to Stockholders for more details on our business model, 2024 results, and current strategy to create value for stockholders. We look forward to the meeting, and sincerely appreciate your continued interest in Medical Properties Trust.

Best Regards,

Edward K. Aldag, Jr.

Chairman, President, and Chief Executive Officer

Proxy Statement and Notice of 2025 Annual Meeting i

Notice of 2025 Annual Meeting

of Stockholders

Proxy Summary

In the Notice of the Annual Meeting of Stockholders and the Proxy Statement, you will find further information about the items to be voted on at the annual meeting and the annual meeting itself, including the different methods you can use to vote your proxy. We have also made available a copy of our 2024 Annual Report on Form 10-K with this Proxy Statement. Only stockholders of record at the close of business on March 18, 2025, are entitled to receive notice of, to attend, and to vote at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournment thereof. This Proxy Statement, the proxy card and the 2024 Annual Report to Stockholders are being made available to stockholders beginning on or about April 17, 2025.

EVEN IF YOU PLAN TO ATTEND IN PERSON, YOU ARE REQUESTED, AT YOUR EARLIEST CONVENIENCE, TO VOTE YOUR PROXY BY TELEPHONE OR INTERNET OR, IF YOU RECEIVED A PAPER COPY OF YOUR PROXY CARD BY MAIL, SIGN, DATE, AND RETURN THE PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. This will not prevent you from voting your shares in person if you choose to attend the annual meeting.

Any proxy may be revoked at any time prior to its exercise at the annual meeting.

If any of your shares of common stock are held by a broker, bank, or other nominee, please follow the instructions you receive from your broker, bank or other nominee to have your shares voted.

By Order of the Board of Directors,

Rosa H. Hooper

Senior Vice President of Operations

and Secretary

ii Proxy Statement and Notice of 2025 Annual Meeting

Proxy Summary

Proxy Summary

How to Vote

Your vote is important. You may vote your shares if you were a stockholder of record on March 18, 2025. If you are a registered owner, you may vote using any of the following methods:

• · By Internet · • · By Mail

www.voteproxy.com · Complete, sign, date, and return your proxy card.

• · By Telephone · • · In Person

1-800-PROXIES · At the Annual Meeting

(1-800-776-9437)

If you own your shares through a bank, broker or other nominee, you should follow the voting instructions provided by your bank, broker or other nominee. For additional information, see the section “Information About the Meeting” on page 50 of this Proxy Statement.

Important Notice Regarding Internet Availability of Proxy Materials

We are furnishing proxy materials to you electronically, via the Internet, instead of mailing printed copies to each stockholder. We believe that this process expedites receipt of our proxy materials by stockholders, while lowering the costs and reducing the environmental impact of our annual meeting. We have provided a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record on March 18, 2025. The Notice contains instructions on how to access the Proxy Statement and our 2024 Annual Report to Stockholders over the Internet and how to vote online. The Notice also includes instructions on how you can request and receive a paper copy of the Proxy Statement and 2024 Annual Report to Stockholders.

This notice of annual meeting, Proxy Statement, form of proxy and our 2024 Annual Report to Stockholders are available at www.medicalpropertiestrust.com.

Proxy Statement and Notice of 2025 Annual Meeting iii

Proxy Summary

Performance Highlights

In 2024, the Company continued to face several conditions that resulted in substantial losses in equity value. In response, our Compensation Committee established new goals and objectives, which refocused the Company from previous growth-oriented measures to emphasize equity value and the health of the Company's balance sheet. The achievement of these new goals and objectives is expected to improve our equity valuation and access to capital at lower costs (see "Compensation Discussion and Analysis–Our Unique Business Model and Recent History" on page 15 of this Proxy Statement for more detail).

Successful Execution of Strategic Plan

(1)

As reported via press releases issued on February 21, 2024, April 9, 2024, April 12, 2024, July 24, 2024, and August 14, 2024.

(2)

As reported via a press release issued on May 24, 2024.

(3)

On February 13, 2025, we closed a private offering that consisted of a $1.5 billion aggregate principal amount of senior secured notes due 2032 and €1.0 billion aggregate principal amount of senior secured notes due 2032. Please refer to Form 8-K filed February 18, 2025, for more details.

(4)

Represents the December 31, 2022 balance of the Company's British pound sterling term loan due 2024, Australian term loan facility, British pound sterling term loan due 2025, 2.55% Senior Unsecured Notes due 2023, 3.325% Senior Unsecured Notes due 2025, 2.50% Senior Unsecured Notes due 2026, and 5.25% Senior Unsecured Notes due 2026 which has been extinguished via paydown or refinancing.

(5)

As of December 31, 2024 compared to December 31, 2022.

(6)

Includes five new operators in 2024 and one in early 2025. The $1.5 billion represents the net book value of re-tenanted facilities.

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Proxy Summary

Executive Compensation Highlights

We designed a compensation program for our CEO and CFO that, in addition to an annual cash bonus and time-based awards, included a long-term performance component, the 2024 Stock Price Performance Award. This award is earned based solely on the achievement of substantial increases in our share price and replaced our historical performance award, which was based on operational metrics. Our CEO and CFO do not earn any compensation under this award until our share price increases byat least 67% over the grant date price of $4.18. While the $8.9 million grant date fair value of this award (determined using a Monte Carlo simulation in accordance with applicable accounting rules) represents more than one-half of the CEO's 2024 compensation in the Summary Compensation Table on page 32, the CEO has not received and may never receive any value from this award. However, if the target stock price goal of $7.00 is achieved, our stockholders will have benefited from a market value increase of at least $1.7 billion since the grant date.

Compensation Alignment:

In order to demonstrate proper alignment of CEO pay with Company performance, we are introducing a supplemental compensation disclosure called "Actual Realized Compensation," which reflects what our executives actually earn each year, including cash received and the value of vested equity awards that pertain to that performance year. Unlike the Summary Compensation Table, this approach captures true realized value (as opposed to grant date or target value that is unearned), aligning pay more closely with Company performance. Notably, applying this methodology shows a strong correlation between Actual Realized Compensation and stock price. For full details, see page 16.

Your Vote Matters:

The Compensation Committee and the Board of Directors (the “Board”) urge you to vote FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement.

(1)

Based on the Company's top 50 stockholders as of September 9, 2024

Proxy Statement and Notice of 2025 Annual Meeting v

Proxy Summary

Impact of Compensation Program:

Key Compensation Practices

In addition to our strong commitment to pay-for-performance, our compensation program and practices also include the following key features:

Alignment with our business plan, which is built on strong balance sheet management and accretive transactions and generating long-term stockholder value

Majority of executive compensation tied to the achievement of rigorous performance goals

Majority of equity compensation is performance-based (70% for CEO in 2024)

No new employment agreements since 2003 with evergreen provisions, single-trigger change of control provisions or excise tax gross-up provisions

Appropriate balance between short-term and long-term incentive measures

Transparency with our stockholders on our compensation program, decisions, and practices

Stockholder engagement and response to feedback

Anti-hedging and anti-pledging policies

Clawback policy that requires our Board to recover excess cash and equity incentive compensation in the event we are required to restate our financial statements

Significant share ownership requirements for our named executive officers (“NEOs”), including 6x base salary for the CEO, 4x base salary for the CFO and 1.5x base salary for Mr. Hanna, Ms. Hooper, and Mr. Portal who are referred to as “Senior Vice Presidents” or “SVPs” in this Proxy Statement

Engagement of an independent compensation consultant to advise the Compensation Committee on executive compensation matters

Annually reevaluating our peer group to measure our executives' compensation against the most relevant peers

(2)

As of December 31, 2024

vi Proxy Statement and Notice of 2025 Annual Meeting

Proxy Summary

Proactive Stockholder Engagement

Proactive engagement and transparency. We actively engage with our stockholders in person and telephonically and listen to feedback about our executive compensation policies. We have held discussions with a wide variety of our stockholders and have reviewed the feedback received in these discussions.

In 2024 and early 2025, MPT reached out to its top 50 stockholders representing approximately 60% of outstanding shares. This outreach resulted in meetings with 42% of the Company's stockholders. The Compensation Committee chairman and a representative from management attended every meeting (neither the CEO nor CFO was included in any meetings).This provided opportunity for robust dialogue and valuable feedback, which was ultimately incorporated into proxy disclosures.

Three Part Engagement Cycle:

Impact of Stockholder Engagement:

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Proxy Summary

Corporate Governance Highlights

Director Qualifications, Skills, and Experience

MPT has a well-rounded and diverse Board with the institutional knowledge of longer-tenured directors and fresh perspectives brought by newer directors. Directors have a variety of skills and experiences developed across a broad range of industries which drive innovation, promote critical thinking, enhance discussion, and enable effective oversight of the business. The Ethics, Nominating and Corporate Governance Committee has determined that each of our director nominees possesses the qualifications, skills, and experience necessary to effectively oversee the Company’s long-term business strategy. In addition to these core competencies, each of the following additional qualifications meaningfully adds to our Board’s depth. The matrix below indicates the percentage of our director nominees who possess each qualification, skill, or experience.

Board Composition

We have taken meaningful steps to refresh our Board and have sought to create an effective mix of experience and diversity. Our Board is currently 11% ethnically diverse.

Corporate Governance Policies

We are committed to strong corporate governance, and our Board has adopted robust governance practices and policies, including:

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Proxy Summary

Corporate Responsibility Highlights

As a global leader among healthcare real estate companies, we recognize the need for strong corporate responsibility, and we strive to make a positive difference through our business. Our approach to corporate responsibility includes the following principles:

Environmental Sustainability Our Company-wide environmental policy confirms the value we place on sustainability

Our People We are committed to providing a dynamic and supportive workplace for our employees that encourages both personal and professional growth through significant training and continuing education opportunities.

Social Responsibility Given our long-term focus and ownership of our properties, we believe that it is of critical importance to improve the communities in which we operate by providing financial and volunteer support for private and public non-profit programs aimed at improving communities and public health

For additional information, refer to the Corporate Responsibility section of this Proxy Statement on page 47 and our most recent Corporate Responsibility Report (“CRR”), which can be accessed on our website: https://www.medicalpropertiestrust.com/corporate-responsibility.

• Throughout this Proxy Statement, we include several references to our website or materials available on our website. The information available on, or otherwise accessible through, our website is not incorporated by reference into this Proxy Statement.

Proxy Statement and Notice of 2025 Annual Meeting ix