MEDICAL PROPERTIES TRUST INC

There have been no material changes to the Risk Factors as presented in our 2025 Annual Report, other than the following:

Regulatory restrictions on healthcare REITs could adversely affect our business, results of operations, and financial condition.

Certain states have enacted, and other states are considering, laws and regulatory regimes that seek to increase oversight of transactions involving REIT ownership or leasing of healthcare facilities. These measures include, among other things, prohibitions on certain sale-leaseback transactions involving acute care hospitals; restrictions on the issuance of new hospital licenses for facilities leased from REITs; requirements that REIT investments be subject to enhanced transaction review and ongoing financial reporting obligations; and pre-transaction notice and review regimes applicable to certain healthcare transactions, including the sale, transfer, or lease of a material portion of a health care entity’s assets. Covered transactions may be subject to extended regulatory review periods, which could delay, condition, and/or increase the cost and complexity of completing such transactions. In addition, the Commonwealth of Massachusetts has recently passed legislation enabling, under certain conditions, the eminent domain taking of our replacement facility project in Norwood, Massachusetts (see “Development and Capital Addition Activities” subheading in Note 3 to the condensed consolidated financial statements). Although there is no certainty that the Commonwealth will pursue the taking of the Norwood facility, the Commonwealth’s eminent domain laws do require the payment of the fair market value of property as compensation. However, there is no certainty that such fair market value payment will be in line with our expectations, nor that it would be equal to or exceed our current net book value. Regardless of what the Commonwealth offers as compensation, Massachusetts law permits us to accept the compensation that is offered while retaining the right to seek additional compensation through an action filed with the Superior Court.

If these or similar regulatory restrictions are enforced by the different states, they could limit our ability to acquire and lease hospital properties, delay transactions, increase compliance costs, expose us to greater regulatory and legal risk, and adversely affect our business, results of operations, and financial condition.