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:

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Letter from Our Chairman

Dear Fellow Stockholder: You are cordially invited to attend the 2026 annual meeting of stockholders of Medical Properties Trust (“MPT”, the “Company”, or “we”). The meeting will be held on May 28, 2026, 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, 2025 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 2026 Annual Meeting i

Notice of 2026 Annual Meeting

of Stockholders

In this 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 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and the Annual Meeting itself. We have also made available a copy of our 2025 Annual Report to Stockholders with this Proxy Statement. Only stockholders of record at the close of business on March 19, 2026, are entitled to receive notice of, to attend, and to vote at the Annual Meeting.

YOUR VOTE IS IMPORTANT TO US. 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.

How to Vote

• · 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 57 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 also 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 19, 2026. The Notice, Proxy Statement, and our 2025 Annual Report to Stockholders are available at www.mpt.com.

By Order of the Board of Directors,

Rosa H. Williams

Senior Vice President of Operations and Secretary

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Proxy Summary

Performance Highlights

Throughout 2025, we have taken actions to strengthen and position the Company for long-term success by focusing on:

Despite a challenging operating and capital markets environment, we remained focused on what matters most to our stockholders: preserving liquidity, improving our balance sheet, enhancing portfolio quality, and stabilizing earnings. We advanced monetization initiatives, generating proceeds to pay down debt and enhance financial flexibility. As a result, we exited 2025 with a stronger balance sheet, improved liquidity and a more stable portfolio, positioning the Company for continued stabilization and organic growth through increased rent collections.

(1)

Defined as the change in "Debt, net" due within two years of the measurement date (i.e., amount of debt due through December 31, 2027, excluding revolver); less "Cash and cash equivalents" and any availability under the revolver

(2)

EBITDARM rent coverage as of Q3 2025 TTM

(3)

Source: CapitalIQ. Percentile rank calculated using the U.S. Real Estate Health Care Index constituents

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Proxy Summary

Executive Compensation Highlights

Pay-for-Performance. Our executive compensation program is carefully structured to link pay opportunities to Company operational performance and stockholder value creation, aligning executive compensation outcomes with long-term stockholder returns such that executives realize compensation only when stockholders realize value.

Short-Term Incentives: The executive annual cash bonus program emphasizes operational performance. For fiscal year 2025, the CEO and CFO bonus opportunities were based on the Company’s annual operating performance, including the execution of initiatives to reduce near‑term debt maturities, control operating expenses, and grow earnings and dividends, along with other corporate performance goals.

Long-Term Incentives: Equity awards include time-based and performance-based awards. Performance-based awards are subject to multi‑year performance conditions designed to align executive compensation with sustained stockholder value creation. Performance is measured based on TSR, ensuring that a significant portion of executive compensation is earned only upon the achievement of rigorous, pre‑established performance objectives.

Rigorous Performance Hurdles. Our executive compensation program is structured around a pay-for-performance philosophy that requires the achievement of rigorous performance goals to earn short-and long-term compensation.

Annual Cash Bonus Hurdles: The Company set robust performance criteria, including: (1) Cash Revenue Growth, where the maximum growth target is 8.5%, which is higher than the industry average NOI growth of 5%1, and (2) Reduction of Near-Term Maturities, where the maximum goal required the Company to reduce near-term debt by over $1 billion in 2025.

Performance-Based Equity Award Hurdles: Although the April 15, 2025, grant‑date stock price reflected an approximately 37% increase from December 31, 2024, the Compensation Committee established an above‑market minimum TSR threshold of 20% for the 2025 TSR Performance Award. As a result of our rigorous goals, the award remains out‑of‑the‑money despite a 33% TSR in 2025. Additionally, no portion of the 2024 performance awards has been achieved due to the $7.00 stock price goal (which requires a 67% increase over the grant date price before a single dollar is earned).

Compensation Reduction in 2025. CEO and CFO target compensation and Summary Compensation Table total were reduced in 2025 compared to 2024.

The Compensation Committee took deliberate action to re-calibrate CEO and CFO compensation in response to market dynamics and stockholder feedback. For the CEO, the Committee reduced 2025 target compensation by $1 million, or 7%. Moreover, none of the $5.34 million target performance awards have been earned (37% of total target compensation to the CEO).

Compensation Alignment. Compensation Actually Paid is meaningfully lower than the Summary Compensation Table.

To demonstrate our pay‑for‑performance alignment, the Company provides a supplemental Actual Realized Compensation disclosure. This measure reflects compensation actually earned during the year, offering a more meaningful comparison to Company performance than grant‑date values reported in the Summary Compensation Table. For full details, see page 17.

Actual Realized Compensation: In 2025, our CEO and CFO realized less than two-thirds of the total compensation reported in the Summary Compensation Table. Because the Summary Compensation Table reports the accounting value of equity awards granted in that year, the total compensation figure includes the value of unearned performance awards. Actual Realized Compensation is therefore significantly lower, as none of the units have yet been earned under the 2024 or 2025 performance awards.

Your Vote Matters: We engage regularly with our stockholders regarding our executive compensation program and refine it over time in response to their feedback. Our program maintains strong pay-for-performance alignment, supporting disciplined execution of our strategy and long-term stockholder value creation. We proactively reach out to our stockholders, see page 19 for a full discussion of our stockholder engagement and key compensation practices.

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 Source: Nareit, "REIT's Deliver Solid Operational Performance; Balance Sheets Remain Strong'" Nov. 13, 2025.

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Proxy Summary

Governance Highlights

Director Qualifications, Skills, and Experience

MPT has a well-rounded 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 diverse experience. Our Board is currently 78% independent.

Strong Corporate Governance Practices

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 non-profit programs aimed at improving communities and public health.

For additional information, see our most recent Corporate Responsibility Report (“CRR”), which can be accessed on our website: https://www.mpt.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.

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