Proxy Statement (Form DEF 14A)

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Proxy Summary

Profitable Asset Sales

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$1.85 billion in proceeds from sales and joint ventures of hospital real estate and other assets generating gains of over $450 million(1)

These transactions achieved pricing significantly better than analyst expectations and capitalization rates implicit in our share price

Attractive Secured Financings

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$800 million nonrecourse, fixed-rate loan at 6.88% interest, secured by UK hospital real estate maturing in 2034(2)

$2.5 billion fixed-rate notes offering, secured by a pool of select real estate assets(3)

Both of the secured borrowings achieved long-term fixed interest rates well below current yields on our existing publicly traded debt and the expectations of analysts

Transformed Balance Sheet

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Addressed $3.9 billion of maturities(4)

Reduced net debt by $1.5 billion(5)

Affirmed our $1.28 billion revolving credit facility and have the opportunity to extend its maturity to June 2027, subject to certain conditions

Improved Tenant Portfolio

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Leased approximately $1.5 billion of hospital real estate previously operated by Steward Health Care to six new operators(6)

As of today, the Company has no exposure to Steward Health Care

Reduced concentration of our largest tenant relationship from 24.2% as of December 31, 2022 to 14.2% as of December 31, 2024

Enhanced Strategic Relationships

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Initiated new strategic relationships which have provided the Company access to low cost of capital

iv Proxy Statement and Notice of 2025 Annual Meeting

Proxy Summary

Our 2024 compensation plan continues to emphasize a pay-for-performance structure that rewards achievement consistent with our annual and long-term corporate strategies. Other elements of our executive compensation program include:

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Stockholder Engagement: We contacted the Company's top 50 stockholders (approximately 60% of total outstanding shares) seeking individual meetings with members of our Compensation Committee (without the presence of our CEO or CFO)(1). Our outreach resulted in meetings with stockholders representing 42% of the Company's outstanding shares, and we summarize their comments beginning on page 18 of this Proxy Statement.

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Actual Realized Compensation: In 2024, our CEO and CFO actually realized less than one-half of the total compensation reported in the Summary Compensation Table for 2024 because no portion of the performance-based awards granted in 2024, which require that we achieve at least a 67% increase in our stock price in order for the first level of achievement to be met, was earned. The 2024 compensation program was purposefully designed to fully compensate our executives only if our stockholders benefited from substantial increases in our share value. CEO compensation was further limited by an overall 8% reduction in Summary Compensation Table total and no increase in base salary for the sixth straight year.

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Rigorous Bonus and Performance Hurdles: In addition to the 67% stock price performance hurdles applicable to the performance-based equity awards granted to our CEO and CFO in 2024, the Company dramatically revised the performance metrics for our annual bonus plan to reflect the near-term strategies designed to re-tenant facilities previously leased to bankrupt tenants, strengthen our balance sheet, profitably monetize select assets, reduce our debt and extend maturities, lower our cost of and expand our access to capital, and improve organization-related measures.

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As illustrated above, we have actively engaged with our stockholders on our executive compensation program, and we have made positive enhancements in 2024 in response to stockholder input and to ensure that the program continues to deliver on its promises. Our executive compensation program continues to deliver strong pay-for-performance alignment, and, most importantly, we have taken important steps to improve the Company's financial position to positively affect the stock price.

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.

Proxy Statement and Notice of 2025 Annual Meeting v

Proxy Summary

Compensation Tied to Company Performance:

Resulted in:

Bonus Metric: Leverage Reduction

~$1.5bn in reduction of net debt compared to December 31, 2022(2)

100% of performance-based equity awards tied to stock price appreciation

No payouts under the Stock Price Performance Awards in 2024

Approximately 81% of CEO compensation tied to stock price

Decline in value of vested shares reflects the decline in stock price

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

vi Proxy Statement and Notice of 2025 Annual Meeting

Proxy Summary

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.

March - April during proxy season and stockholder voting

May

during annual meeting of stockholders

September - December

after annual meeting

What We Heard During Late 2024 & Early 2025:

Highlights from MPT's Program and Disclosure:

Stockholders want to understand alignment of compensation programs with Company performance and stock price

Introduction of Actual Realized Compensation as a supplemental compensation measure, as further explained on page 16

Stockholders want to ensure that qualitative portions of executive compensation are based on criteria that can be measured

All variable compensation for our CEO and CFO is based on detailed metrics tied to our business plan. In 2024, we have refined our bonus metrics such that all categories are based on specific criteria and expanded our disclosure of how these metrics are determined. See page 25 for more detail

Some members of the Company's prior proxy peer group were outsized

Redefined our peer group to account for relative size changes and eliminate outsized companies. See page 21 for more details

Stockholders would like increased disclosure of stockholder engagement

Added robust explanation of our stockholder engagement efforts

Stockholders believe that the majority of compensation should be performance-based

Our CEO's performance-based shares have always represented a significant portion of his compensation. In 2024, 70% of Mr. Aldag's compensation was at-risk/variable

Stockholders value simplicity in long-term performance metrics

The Company changed its long-term performance metrics for NEOs. Previously, the Company used operating metrics in its long-term equity awards, but in 2024, we simplified by using rigorous stock price appreciation targets only. These targets require at least 67% stock price appreciation over the grant date price for the first level of achievement to be met

Stockholders do not like to see one-time or special equity awards granted to executives

In 2024, there were no special equity awards or one-time awards granted to our NEOs. In 2024, our CEO and CFO were awarded one normal course performance-based equity award

Proxy Statement and Notice of 2025 Annual Meeting vii

Proxy Summary

viii Proxy Statement and Notice of 2025 Annual Meeting

Proxy Summary

Environmental Sustainability

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

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2025 America's Most Responsible Companies List by Newsweek

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2024 Green Lease Leaders Gold Certification

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Increased our coverage of green lease provisions in existing leases. Green leases comprised 18% of our portfolio in 2023 and comprised 31% of our portfolio in 2024 as a percentage of square feet

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Completed Global Real Estate Sustainability Benchmark ("GRESB") Real Estate Assessment for the first time

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Continued development of our new sustainable headquarters in Birmingham, Alabama, targeting LEED Platinum, WELL Platinum, Zero Carbon, and Zero Energy building certifications. When completed in 2025, this office will house over 75% of our workforce

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Continued the process of collecting and benchmarking our corporate operations and real estate portfolio's emissions

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Our corporate office space in London is Building Research Establishment Environmental Assessment Methodology (BREEAM) Excellent certified

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Our corporate office space in New York City is WELL Gold certified and LEED Gold

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Our current corporate office space in Birmingham is EnergyStar certified

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.

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39% of all MPT employees are female

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Provided training for our employees, including anti-harassment, cybersecurity, and data security awareness

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Provided employee development through seminars and courses paid for by the Company

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Recognized as one of Modern Healthcare's Best Places to Work for the fourth year in a row in 2024

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

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Support health, social, educational and community organizations through our Charity and Community Support Committee

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Contributed to over 180 different nonprofit and community-based organizations in 2024

Proxy Statement and Notice of 2025 Annual Meeting ix

Proposal 1: Election of Directors

Edward K. Aldag, Jr.

Director since: 2004

Founder, Chairman, President, and Chief Executive Officer

Age: 61

Committees:

Investment (Chair)

Environmental and Social

Risk

The Board believes that Mr. Aldag's position as the founder of our Company, and his extensive experience in the healthcare and REIT industries, make him highly qualified to serve as Chairman of our Board.

Mr. Aldag launched our Company in 2003 as the nation's only REIT focusing exclusively on hospitals. Medical Properties Trust is an established leader in the hospital REIT sector, with 396 facilities across the United States, seven countries in Europe, and Colombia in South America. Under Mr. Aldag's leadership, MPT's assets total approximately $14 billion, with approximately 39,000 licensed beds in its portfolio.

Mr. Aldag serves on the Board of Children's of Alabama and will become chairman in late 2025. He has been on the board for eight years. Children's of Alabama is one of the nation's leading hospitals for children. He is Vice Chairman of the Alabama Children's Hospital Foundation and Chairman of the Foundation's Investment Committee and is a member of the Executive, Finance & Audit Committees. He also serves as a board member for Mitchell's Place, benefiting children with autism; the Birmingham Education Foundation, dedicated to increasing the number of students in Birmingham City Schools who are on the path to college, career, and life readiness; the American Sports Medicine Institute, which works to understand, prevent, and treat sports-related injuries; and serves as a member of the Executive Committee of the Birmingham Business Alliance. He is a guest lecturer at both the University of Alabama and the University of Alabama at Birmingham ("UAB") and part of the UAB President's Campaign Leadership Cabinet for a $1 billion campaign.

Mr. Aldag was appointed as a board member of Infracore SA in May 2019 and as a board member of Générale-Beaulieu Immobilière SA in June 2020, both private foreign companies. A native of Eufaula, Alabama, Mr. Aldag is a graduate of the University of Alabama, where he majored in finance.

G. Steven

Dawson

Director since: 2004

Independent Director

Age: 67

Committees:

Audit (Chair)

Investment

The Board believes that Mr. Dawson's substantial experience as a board member and committee chairman of other public REITs, along with his strong skills in corporate finance, strategic planning, and public company oversight, make him a valued advisor and highly qualified to serve as a member of our Board and as Chairman of our Audit Committee.

Since 2003, Mr. Dawson has primarily been a private investor focused on real estate and financial services in the U.S. and Canada, and has served on the boards of numerous public and private REITs and other companies. From July 1990 to September 2003, he served as Chief Financial Officer and Senior Vice President - Finance of Camden Property Trust (and its predecessors) (NYSE: CPT), a REIT specializing in apartment communities based in Houston, Texas.

Mr. Dawson currently serves on the Board of Directors and as Audit Committee chairman, as well as a member of the Nominating and Corporate Governance Committee and Compensation Committee for Cohen & Co. (NYSE American: COHN), a broker-dealer and an investment banking firm specializing in special purpose acquisition companies and credit-related fixed income investments in the U.S. and Europe. He is also the Chairman of the Board of Trustees for Nova Net Lease REIT (CSE: NNL-U.CN), a small Canadian company investing in specialty industrial properties in the U.S. Mr. Dawson holds a degree in business from Texas A&M University and is a member of the Real Estate Roundtable at the Mays Graduate School of Business at Texas A&M University.

2 Proxy Statement and Notice of 2025 Annual Meeting

Proposal 1: Election of Directors

R. Steven

Hamner

Director since: 2005

Founder, Executive Vice President, and Chief
Financial Officer

Age: 68

Committees:

Investment

The Board believes that Mr. Hamner's position as a co-founder of our Company, and his extensive experience in the real estate and healthcare industries and in the corporate finance sector, make him highly qualified to serve as a member of our Board.

From August to September 2003, Mr. Hamner served as our Executive Vice President and Chief Accounting Officer. From October 2001 through March 2004, he was the Managing Director of Transaction Analysis LLC, a company that provided interim and project-oriented accounting and consulting services to commercial real estate owners and their advisors. From June 1998 to September 2001, he was Vice President and Chief Financial Officer of United Investors Realty Trust, a publicly traded REIT. For the 10 years prior to becoming an officer of United Investors Realty Trust, he was employed by the accounting and consulting firm of Ernst & Young LLP and its predecessors.

Mr. Hamner received a B.S. in Accounting from Louisiana State University.

Caterina A.

Mozingo

Director since: 2020

Independent Director

Age: 57

Committees:

Environmental and Social (Chair)

Risk

The Board believes that Ms. Mozingo's experience as a certified public accountant ("CPA") and consultant to real estate and healthcare companies, and her experience providing tax consulting services to for profit and not-for-profit companies, including publicly traded and privately held entities, make her highly qualified to serve as a member of our Board.

Ms. Mozingo is a tax partner with Aldridge, Borden & Company, P.C., a CPA firm that she joined in 1995. Her experience at Aldridge, Borden & Company includes a broad range of tax consulting and compliance services for businesses, individuals, fiduciaries, and tax-exempt entities. She began her career in public accounting with Coopers & Lybrand, LLP.

Ms. Mozingo is a member of the American Institute of CPAs ("AICPA"), and the Alabama Society of CPAs, where she serves on the State Taxation Committee. Ms. Mozingo graduated summa cum laude from the University of Alabama in Commerce and Business Administration before earning a Master of Tax Accounting degree. Ms. Mozingo holds the Personal Financial Specialist designation awarded by the AICPA.

Proxy Statement and Notice of 2025 Annual Meeting 3

Proposal 1: Election of Directors

Emily W.

Murphy

Director since: 2022

Independent Director

Age: 51

Committees:

Ethics, Nominating and Corporate Governance

Risk

Environmental and Social

The Board believes that Ms. Murphy's legal background and extensive knowledge of managing the growth of large organizations make her a valued advisor and highly qualified to serve as a member of our Board.

Ms. Murphy is a leading expert in government contracting and government business. She served as Administrator of the U.S. General Services Administration ("GSA") from 2017 to 2021, leading a workforce of more than 11,000 federal employees and overseeing 371 million square feet of office space and $75 billion in annual contracts. During her time as GSA Administrator, she had ultimate supervisory authority of the Office of High-Performance Green Buildings. She was a member of the Federal Acquisitions Security Committee, which dealt with risk management around information technology ("IT") and the IT supply chain. Under her leadership, GSA significantly increased its sales and revenues, saved customer agencies more than $20 billion, and recorded the highest customer, vendor, and employee satisfaction scores in the history of the agency.

Before her service as the GSA Administrator, Ms. Murphy was GSA's first Chief Acquisition Officer during the administration of President George W. Bush, where she was responsible for more than $40 billion in acquisition programs. Prior to this, she served at the U.S. Small Business Administration as the Senior Advisor for Government Contracting and Business Development and as Acting Associate Administrator for Government Contracting. In addition to her senior roles in the Executive Branch, Ms. Murphy spent nine years serving in various procurement policy and leadership roles for the House of Representatives, including Counsel and Professional Staff Member to the Committee on Armed Services and Senior Counsel and Policy Director for the Committee on Small Business.

In the private sector, Ms. Murphy was the General Counsel and Vice President for Operations for TerreStar National Services, Inc., a wholly owned subsidiary of TerreStar Networks, and practiced government contracts law with the firm of Wiley, Rein & Fielding (now Wiley). She is a graduate of the University of Virginia School of Law and Smith College, and is a member of the Young Presidents Organization, the Economic Club of Washington, D.C., and the Chief Executives Organization.

She currently serves as Senior Fellow with the Center for Government Contracting at George Mason University's School of Business. She consults with companies seeking to strategically position themselves in the federal procurement space, and she serves on the Board of Advisors for SkillStorm and Vita Inclinata.

Elizabeth N.

Pitman

Director since: 2018

Independent Director

Age: 61

Committees:

Ethics, Nominating and Corporate Governance (Chair)

Risk (Chair)

Environmental and Social

The Board believes that Ms. Pitman's experience as a healthcare lawyer, and her experience providing counsel to publicly traded and privately owned hospitals and healthcare systems, make her highly qualified to serve as a member of our Board.

Ms. Pitman has been an attorney with Holland & Knight, LLP, formerly Waller, Landen, Dortch & Davis, LLP, known as a leading provider of legal services to the healthcare industry, since 2015. From July 2013 to December 2013, she worked as corporate counsel for Vitera Healthcare Solutions, LLC, and prior to that, from October 2008 to July 2013, she served as general counsel at Success EHS, Inc., both providers of electronic health records and revenue cycle management solutions. Ms. Pitman has provided counsel to companies, hospitals and healthcare systems, surgery centers, physician groups, and healthcare information technology companies on a variety of matters, including healthcare regulatory, privacy, data and cyber security compliance, technology licensing, and mergers and acquisitions.

Ms. Pitman earned a B.S. in Accounting from the University of Alabama and a Juris Doctorate from the University of Alabama School of Law.

4 Proxy Statement and Notice of 2025 Annual Meeting

Proposal 1: Election of Directors

D. Paul

Sparks, Jr.

Director since: 2014

Independent Director

Age: 62

Committees:

Audit

Compensation

Investment

The Board believes that Mr. Sparks' substantial experience in executive positions, and his ability to guide companies through periods of growth and development, make him a valued advisor and qualified to serve as a member of our Board.

Mr. Sparks retired in January 2016 after a 32-year career in the energy industry. Prior to his retirement, he was Senior Vice President of Resource Development for Energen Resources Corporation (NYSE: EGN) ("Energen"), holding various positions with Energen since 1989, including Senior Vice President of Operations from 2006 until 2012. During his 27 years at Energen, Mr. Sparks helped Energen grow from a small, regulated utility to a top 20 independent oil and gas exploration and production company in the U.S. Mr. Sparks was responsible for the forward-looking strategy and implementation of valuing and developing the assets of Energen. Prior to joining Energen, Mr. Sparks worked with Amoco Corporation, a global chemical and oil company in Texas and Louisiana.

Mr. Sparks has been active in a number of organizations. He is the former Chairman of the New Mexico Oil and Gas Association, past advisor to the Gas Research Institute, a former board member of the Independent Petroleum Association of America, and past officer of the Society of Petroleum Engineers. He has authored a number of peer-reviewed publications and holds a patent in oil and gas technology. Mr. Sparks is a 1984 graduate of Mississippi State University with a degree in Petroleum Engineering. He is also a Bagley College of Engineering Distinguished Fellow and a member of the College's Advisory Board.

Michael G.

Stewart

Director since: 2016

Lead Independent Director

Age: 69

Committees:

Compensation

Environmental and Social

Ethics, Nominating and Corporate Governance

The Board believes that Mr. Stewart's legal background, and his extensive knowledge of healthcare, legal, and corporate governance and addressing various healthcare issues, make him a valued advisor and highly qualified to serve as a member of our Board.

Mr. Stewart is presently a private investor. He served as Executive Vice President, General Counsel and Secretary of the Company from 2005 - 2010. Mr. Stewart formerly worked with law firms Berkowitz, Lefkovits, Isom & Kushner (now Baker Donelson) and Constangy, Brooks & Smith, having a law practice that encompassed corporate, healthcare, litigation, employment, and labor. Mr. Stewart also served as Vice President and General Counsel of Complete Health Services, Inc. (later, United Healthcare of the South). Throughout his professional career, he has provided private consulting services to physician groups and other healthcare providers. Mr. Stewart is the author of four novels that have been published by G.P. Putnam's Sons and Random House.

He is a graduate of Auburn University with a B.S. degree in Business Administration with an emphasis in Information Systems and received his Juris Doctorate degree from the Cumberland School of Law at Samford University.

Proxy Statement and Notice of 2025 Annual Meeting 5

Proposal 1: Election of Directors

C. Reynolds

Thompson, III

Director since: 2016

Independent Director

Age: 62

Committees:

Compensation (Chair)

Audit

Investment

The Board believes that Mr. Thompson's significant executive experience, and his deep understanding of all aspects of REITs, make him a valued advisor and well qualified to serve as a member of our Board.

Mr. Thompson has served as CEO of the Propst Companies ("Propst") since July 2023. Propst is a privately held family investment company headquartered in Huntsville, Alabama with offices in Birmingham, Alabama and Nashville, Tennessee. Propst actively invests in commercial real estate, residential real estate and manufacturing businesses. Prior to Propst, Mr. Thompson served as Chairman and Chief Investment Officer of Select Strategies Realty of Cincinnati ("Select"), a privately held real estate investment company that specializes in the development, acquisition, management, and leasing of retail and mixed-use real estate in Midwestern and Southeastern U.S. since 2014. Select has sponsored retail investments in excess of $400 million and has provided management and leasing services for over five million retail square feet. Founded in 2005, the firm has seven offices along with its Cincinnati headquarters. The company manages and leases retail assets in nine states as well as office and multifamily assets in Ohio and Kentucky. Prior to Select, Mr. Thompson was President and Chief Financial Officer (1997 - 2013) of Colonial Properties Trust ("Colonial"), a $4 billion publicly traded REIT with a portfolio of multifamily, office, retail, and mixed-use assets. During a 16-year career with Colonial, he also served as CEO, COO and CIO. He served on Colonial's risk management committee and was part of reviewing and maintaining the Colonial's business continuity plan. He has extensive public and private company management, operating and investment experience having raised $950 million in equity, $2.5 billion in debt and completed acquisitions totaling over $3 billion. Prior to Colonial, Mr. Thompson worked in acquisitions and due diligence for Carr America Realty Corporation, a then publicly traded REIT. Mr. Thompson began his career as a commercial lending officer at SunTrust Bank (now Truist Bank).

Mr. Thompson is a member of the Board of Visitors of the Culverhouse College of Business at the University of Alabama. He previously served on the Board of Governors of Nareit, and the board of directors of the Birmingham Business Alliance and United Way of Central Alabama. Mr. Thompson holds a B.S. degree with Special Attainments in Commerce from Washington and Lee University.

6 Proxy Statement and Notice of 2025 Annual Meeting

Proposal 1: Election of Directors

Proxy Statement and Notice of 2025 Annual Meeting 7

Proposal 1: Election of Directors

G. Steven Dawson

Chairman

D. Paul Sparks, Jr.

C. Reynolds Thompson, III

The Board has determined that each member of the Audit Committee is financially literate and satisfies the additional NYSE independence requirements for audit committee members, and that Mr. Dawson and Mr. Thompson each qualifies as an "audit committee financial expert" under current Securities and Exchange Commission ("SEC") regulations. The Board has also determined that service by Mr. Dawson on other public companies' audit committees has not impaired his ability to effectively serve on our Audit Committee.

The Audit Committee oversees (i) our accounting and financial reporting processes, (ii) the integrity and audits of our financial statements, (iii) our compliance with legal and regulatory requirements, (iv) the qualifications and independence of our independent auditors, and (v) the performance of our internal and independent auditors. The specific functions and responsibilities of the Audit Committee are set forth in the Audit Committee Charter, a copy of which is posted on our website at www.medicalpropertiestrust.com. The report of the Audit Committee appears on page 13 of this Proxy Statement.

8 Proxy Statement and Notice of 2025 Annual Meeting

Proposal 1: Election of Directors

C. Reynolds Thompson, III

Chairman

Michael G. Stewart

D. Paul Sparks, Jr.

Pursuant to the NYSE listing standards, in determining the independence of the directors serving on the Compensation Committee, our Board considered all factors specifically relevant to determining whether a director has a relationship to us which is material to that director's ability to be independent from our management in connection with the duties of a Compensation Committee member, including, but not limited to, such director's source of compensation and whether such director is affiliated with us, one of our subsidiaries, or an affiliate of one of our subsidiaries. Based on these factors, the Board determined that all of the Compensation Committee members are independent.

The principal functions of the Compensation Committee are to evaluate the performance of our executive officers, review and approve the compensation for our executive officers, and review, administer, and make recommendations to the full Board regarding our incentive compensation plans and equity-based plans. The Compensation Committee also reviews and approves corporate goals and objectives relevant to the CEO's compensation, evaluates the CEO's performance in light of those goals and objectives, and approves the CEO's compensation. The Compensation Committee makes all compensation decisions with respect to the CEO and all other executive officers. The CEO is frequently asked to provide the Compensation Committee with the information it needs to perform these functions as well as to provide input and insights regarding each executive officer's performance other than his own. The specific functions and responsibilities of the Compensation Committee are set forth in more detail in the Compensation Committee Charter, a copy of which is posted on our website at www.medicalpropertiestrust.com. The report of the Compensation Committee appears on page 31 of this Proxy Statement.

In 2024, the Compensation Committee engaged Gressle & McGinley, LLC (the "Compensation Consultant" or "Gressle & McGinley"), a nationally recognized compensation consultant. Gressle & McGinley assisted the Compensation Committee in determining the amount and form of executive compensation. The Compensation Committee also considered information presented by Gressle & McGinley when reviewing the appropriate types and levels of compensation for the Company's non-employee director compensation program. Information concerning the nature and scope of Gressle & McGinley's assignments and related disclosure is included in "Compensation Discussion and Analysis" beginning on page 15 of this Proxy Statement. The Compensation Committee has assessed the independence of Gressle & McGinley, as required under the NYSE listing rules. The Compensation Committee has also considered and assessed all relevant factors including, but not limited to, those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that could give rise to a potential conflict of interest. Based on this review, the Compensation Committee has determined that Gressle &

McGinley is independent and that their work has not raised any conflicts of interest.

Caterina A. Mozingo

Chairman

Edward K. Aldag, Jr.

Elizabeth N. Pitman

Michael G. Stewart

Emily W. Murphy

The Environmental and Social Responsibility Committee is tasked with assisting the Board and management in addressing the Company's activities in the areas of environmental sustainability and social responsibility (including its responsibilities to stockholders, employees, tenants, and the communities where it operates). The responsibilities of the Environmental and Social Responsibility Committee include, among others, advising management with respect to the development, implementation, and continuous improvement of programs, policies, and practices relating to sustainability matters. The Committee oversees the Company's responsibilities in a wide range of areas, such as environmental, health, and safety matters (including, but not limited to, compliance with governmental regulations), climate risk, public policy and political activities.

Proxy Statement and Notice of 2025 Annual Meeting 9

Proposal 1: Election of Directors

Elizabeth N. Pitman

Chairman

Emily W. Murphy

Michael G. Stewart

The Ethics, Nominating and Corporate Governance Committee is responsible for, among other things, recommending the nomination of qualified individuals to become directors to the full Board; recommending the composition of the Board's committees to the full Board; periodically reviewing the performance and effectiveness of the Board as a body; and periodically reviewing our corporate governance guidelines and policies. The specific functions and duties of the Committee are set forth in its charter, a copy of which is posted on our website at www.medicalpropertiestrust.com.

The Ethics, Nominating and Corporate Governance Committee will consider all potential candidates for nomination for election as directors who are recommended by the Company's stockholders, directors, officers, or employees. All director recommendations must be made during the time periods provided and must provide the information required by Article II, Section 2.03 of the Company's Second Amended and Restated Bylaws (our "Bylaws"). All director recommendations should be sent to the Ethics, Nominating and Corporate Governance Committee, c/o Secretary, Medical Properties Trust, Inc., 1000 Urban Center Drive, Suite 501, Birmingham, Alabama 35242. The Committee will screen all potential director candidates in the same manner, regardless of the source of their recommendation. The Committee's review will typically be based on the written materials provided with respect to a potential director candidate. The Committee will evaluate and determine whether a potential candidate meets the Company's minimum qualifications and requirements, whether the candidate has the specific qualities and skills for directors, and whether requesting additional information or an interview is appropriate. While the Committee considers different perspectives and skill sets when evaluating potential director candidates, the Committee has not established a formal policy regarding diversity in identifying candidates. The Committee nevertheless regularly reviews the composition of the Board as part of the annual self-evaluation process and seeks nominees who, taken as a whole, possess the experience and skills necessary for the effective functioning of the Board.

The Board has adopted the following minimum qualifications and specific qualities and skills for the Company's directors, which serve as the basis upon which potential director candidates are evaluated by the Ethics, Nominating and Corporate Governance Committee:

The Ethics, Nominating and Corporate Governance Committee also takes into consideration the diversity of its Board, including breadth of experience and the ability to bring new and different perspectives to the Board.

The Ethics, Nominating and Corporate Governance Committee recommended the nomination of all nine of the incumbent directors for re-election to the Board. The entire Board approved such recommendation.

Edward K. Aldag, Jr.

Chairman

G. Steven Dawson

R. Steven Hamner

D. Paul Sparks, Jr.

C. Reynolds Thompson, III

The Investment Committee, among other things, considers and takes action with respect to all acquisitions, dispositions, and developments of healthcare facilities in which our investment is between $20 million and $100 million.

10 Proxy Statement and Notice of 2025 Annual Meeting

Proposal 1: Election of Directors

Elizabeth N. Pitman

Chairman

Edward K. Aldag, Jr.

Caterina A. Mozingo

Emily W. Murphy

The Risk Committee is tasked with assisting the Board in its risk management and risk assessment activities, including through oversight of risks related to (i) business continuity, (ii) revenue concentration and the financial health and operational status of the Company's tenants and operators, (iii) modifications to the Company's strategies, (iv) industry trends and general economic conditions, (v) entrance into new markets, (vi) privacy concerns and security breaches, and (vii) federal and state regulations. The responsibilities of the Risk Committee also include monitoring guidelines, policies, and processes for monitoring and mitigating the various risks facing the Company.

Proxy Statement and Notice of 2025 Annual Meeting 11

Proposal 2: Ratification of Independent Registered Public Accounting Firm

G. Steven Dawson (Chairman)

D. Paul Sparks, Jr.

C. Reynolds Thompson, III

Proxy Statement and Notice of 2025 Annual Meeting 13

Compensation Discussion and Analysis

2024

2023

2022

($)

($)

($)

Base Salary

1,000,000

1,000,000

1,000,000

Bonus & Non-Equity Incentive Plan Compensation

2,556,599

2,800,000

2,500,000

Total Cash Compensation

3,556,599

3,800,000

3,500,000

Value Realized on Vesting: Time Based Equity

2,033,842

2,015,336

4,599,819

Value Realized on Vesting: Performance Based Equity (1/1)(1)

177,062

2,922,364

5,279,001

Total Value Realized on Equity Vesting

2,210,904

4,937,700

9,878,820

Total Actual Realized Compensation(2)

5,767,503

8,737,700

13,378,820

Comparison to Summary Compensation Table

Summary Compensation Table Total

16,388,255

17,854,051

16,025,513

($) Difference

(10,620,752

)

(9,116,351

)

(2,646,693

)

Percentage Decrease Compared to Summary Compensation Table

65

%

51

%

17

%

16 Proxy Statement and Notice of 2025 Annual Meeting

Compensation Discussion and Analysis

Profitable Asset Sales

◆

◆

$1.85 billion in proceeds from sales and joint ventures of hospital real estate and other assets generating gains of over $450 million(1)

These transactions achieved pricing significantly better than analyst expectations and capitalization rates implicit in our share price

Attractive Secured Financings

◆

◆

◆

$800 million nonrecourse, fixed-rate loan at 6.88% interest, secured by UK hospital real estate maturing in 2034(2)

$2.5 billion fixed-rate notes offering, secured by a pool of select real estate assets(3)

Both of the secured borrowings achieved long-term fixed interest rates well below current yields on our existing publicly traded debt and the expectations of analysts

Transformed Balance Sheet

◆

◆

◆

Addressed $3.9 billion of maturities(4)

Reduced net debt by $1.5 billion(5)

Affirmed our $1.28 billion revolving credit facility and have the opportunity to extend its maturity to June 2027, subject to certain conditions

Improved Tenant Portfolio

◆

◆

◆

Leased approximately $1.5 billion of hospital real estate previously operated by Steward Health Care to six new operators(6)

As of today, the Company has no exposure to Steward Health Care

Reduced concentration of our largest tenant relationship from 24.2% as of December 31, 2022 to 14.2% as of December 31, 2024

Enhanced Strategic Relationships

◆

Initiated new strategic relationships which have provided the Company access to low cost of capital

Proxy Statement and Notice of 2025 Annual Meeting 17

Compensation Discussion and Analysis

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.

March - April during proxy season and stockholder voting

May

during annual meeting of stockholders

September - December

after annual meeting

What We Heard During Late 2024 & Early 2025:

Highlights from MPT's Program and Disclosure:

Stockholders want to understand alignment of compensation programs with Company performance and stock price

Introduction of Actual Realized Compensation as a supplemental compensation measure, as further explained on page 16

Stockholders want to ensure that qualitative portions of executive compensation are based on criteria that can be measured

All variable compensation for our CEO and CFO is based on detailed metrics tied to our business plan. In 2024, we have refined our bonus metrics such that all categories are based on specific criteria and expanded our disclosure of how these metrics are determined. See page 25 for more detail

Some members of the Company's prior proxy peer group were outsized

Redefined our peer group to account for relative size changes and eliminate outsized companies. See page 21 for more details

Stockholders would like increased disclosure of stockholder engagement

Added robust explanation of our stockholder engagement efforts

Stockholders believe that the majority of compensation should be performance-based

Our CEO's performance-based shares have always represented a significant portion of his compensation. In 2024, 70% of Mr. Aldag's compensation was at-risk/variable

Stockholders value simplicity in long-term performance metrics

The Company changed its long-term performance metrics for NEOs. Previously, the Company used operating metrics in its long-term equity awards, but in 2024, we simplified by using rigorous stock price appreciation targets only. These targets require at least 67% stock price appreciation over the grant date price for the first level of achievement to be met

Stockholders do not like to see one-time or special equity awards granted to executives

In 2024, there were no special equity awards or one-time awards granted to our NEOs. In 2024, our CEO and CFO were awarded one normal course performance-based equity award

18 Proxy Statement and Notice of 2025 Annual Meeting

Compensation Discussion and Analysis

◆

Approximately 70% of our CEO's compensation is variable and at-risk, tied directly to operational performance and the achievement of stock price appreciation, because we value the clarity of formulas that tie compensation to stockholder returns in the long-term.

◆

The variable components of our compensation program specifically include rigorous performance goals meant to motivate management to execute our business plan tied to accretive growth, strategic financing and raising efficient capital. In our short-term program, our 2024 goals required leverage achievements and tenant-related objectives aligned with the Company's business plan.

◆

The majority of our annual equity awards are at-risk performance-based stock awards earned based on the achievement of stock price hurdles(1). Additionally, the time-based stock awards are subject to the same stock price fluctuations as our stockholders. This approach reflects our understanding that our investors value equity-based compensation to align our executives' interests with those of our stockholders.

◆

Less than 10% of our CEO's compensation is fixed in the form of base salary, recognizing that we can neither wait for the long-term to arrive before compensating our people nor incentivize a risky swing-for-the-fences strategy.

Proxy Statement and Notice of 2025 Annual Meeting 19

Compensation Discussion and Analysis

Compensation Committee

Compensation Consultant

Management

Provides independent oversight and approval with respect to executive compensation matters

Provides guidance to the Compensation Committee throughout the year on compensation matters, including benchmarking for pay levels, pay practices and governance trends

Provides additional information as requested by the Compensation Committee

Assesses corporate and individual performance as it relates to actual compensation for our NEOs

Assists with peer group selection and analysis

CEO provides input on individual performance for other NEOs and achievements relating to strategic, non-financial business goals

Administers our equity incentive programs, including reviewing and approving equity grants to our NEOs

Reviews and advises on recommendations, plan design and measures

◆

Reviewing and approving, on an annual basis, the corporate incentive goals and objectives relevant to the annual cash bonus plan and performance-based shares

◆

Evaluating the performance of our CEO and CFO in light of these goals and objectives

◆

Evaluating the competitiveness of each executive officer's total compensation package relative to what other publicly traded and private equity-backed real estate investors may offer

◆

Approving any changes to our CEO's and CFO's total compensation package, including, but not limited to, base salary, annual and long-term incentive award opportunities and payouts, and retention programs.

20 Proxy Statement and Notice of 2025 Annual Meeting

Compensation Discussion and Analysis

◆

Continuity: Sensitivity to peer group continuity to ensure that peer group results are comparable year-over-year and are not arbitrarily adjusted for short-term changes in peer dynamics.

◆

Size: REITs within an appropriate size range relative to our Company, in terms of total capitalization and ensuring the Company is at the approximate median or above the overall peer set. For 2024, the size range was approximately 0.3x to 3.0x our total capitalization.

◆

Global: Companies with a global presence that reflect the same complexities faced by our global operations and challenges associated with operating on an international scale

◆

Healthcare Expertise: REITs that primarily invest in medical properties and/or healthcare assets whose executives require expertise in the healthcare/medical sector

◆

Specialized REITs: REITs with specialized assets that require executives to have knowledge of the underlying operations of their tenants

◆

Net Lease REITs: REITs with a significant portion of properties leased on a triple-net basis.

Companies Removed:

Companies Added:

Welltower, Inc.

W. P. Carey, Inc.

Iron Mountain, Inc.

SBA Communications Corp

Proxy Statement and Notice of 2025 Annual Meeting 21

Compensation Discussion and Analysis

Company

Total Capitalization(1)
($)

Industry

Size

Global

Healthcare Expertise

Specialized REIT

Net Lease REIT

Alexandria Real Estate Equities, Inc.

34,311

Healthcare REIT

X

X

X

X

X

BXP, Inc.

29,837

Office REIT

X

X

Douglas Emmett, Inc.

9,578

Office REIT

X

X

Gaming and Leisure Properties, Inc.

20,761

Specialty REIT

X

X

X

Healthcare Realty Trust Incorporated

11,315

Healthcare REIT

X

X

X

Healthpeak Properties, Inc.

23,553

Healthcare REIT

X

X

X

X

X

Hudson Pacific Properties, Inc.

5,654

Office REIT

X

X

X

JBG SMITH Properties

4,303

Office REIT

X

X

Kilroy Realty Corporation

9,508

Office REIT

X

X

Medical Properties Trust, Inc.

11,314

Healthcare REIT

X

X

X

X

X

Omega Healthcare Investors, Inc.

14,941

Healthcare REIT

X

X

X

X

SL Green Realty Corp.

10,113

Office REIT

X

X

X

Ventas, Inc.

37,884

Healthcare REIT

X

X

X

Vornado Realty Trust

18,396

Office REIT

X

X

W. P. Carey Inc.

19,085

Diversified REIT

X

X

X

22 Proxy Statement and Notice of 2025 Annual Meeting

Compensation Discussion and Analysis

Retention

Provide Competitive Pay Opportunities

Motivate Execution of Business Strategy

Balance Short-Term and Long-Term Performance

Alignment with Stockholders

Drive Performance Through Rigorous Performance Goals

Element

Description

Objective

Pay Philosophy

Element

Base Salary

Based on duties, experience, and peer group base pay levels

Provides a fixed level of cash compensation to attract and retain talented executives

Annual

Cash Bonus(1)

50%

Leverage and Maturities

Aligns our executives with near-term financial goals and strategic priorities, which for 2024 included reduction of net debt and reducing near-term maturities

15%

Reduction of Operating Expenses ("OpEx") compared to FY 2022

After executing strategic asset sales, we are focused on OpEx reduction to align our cost structure with our streamlined portfolio. This approach enhances efficiency and profitability

15%

Tenant-Related Objectives

Encourages NEOs to focus on resolving tenant-related issues quickly and effectively

20%

Corporate Related Objectives

Specific focus areas for this category include building the next tier of leadership, stockholder outreach, forming strategic relationships, and ESG initiatives

Time-Based Shares

Vest ratably over 3 years

Promotes retention and aligns executives with stockholders

Performance-Based Equity Awards(2)

Share Price Appreciation

Prioritizes tangible returns to stockholders. The Company's share price must appreciate by at least 67% before the CEO and CFO are eligible to earn any cash-settled restricted stock units (this would result in at least $1.7 billion in stockholder value creation from the grant date)

Proxy Statement and Notice of 2025 Annual Meeting 23

Compensation Discussion and Analysis

Named Executive Officer

2024 Base Salary
($)

Edward K. Aldag, Jr.

1,000,000

R. Steven Hamner

675,000

J. Kevin Hanna

515,000

Rosa H. Hooper

428,995

Larry H. Portal

643,750

Named Executive Officer

Threshold

Target

Maximum

Edward K. Aldag, Jr.

100

%

200

%

300

%

R. Steven Hamner

100

%

150

%

225

%

J. Kevin Hanna(1)

Not Applicable

Rosa H. Hooper(1)

Not Applicable

Larry H. Portal(1)

Not Applicable

24 Proxy Statement and Notice of 2025 Annual Meeting

Compensation Discussion and Analysis

Continuous Improvement: In 2024, the Compensation Committee created new bonus categories to provide more transparent disclosure to our stockholders on our achievements.

Performance Metric
($mm)

Weighting

Threshold

Target

Maximum

Supplemental Performance

2024 Achievement

Leverage: Reduction of Net Debt(1)
Encourages focus on maintaining a healthy balance sheet and leverage ratios

25%

$500

$750

$1,000

$1,250

$1,301

Targets consistent with the Company's 2024 strategic plan

Supplemental Performance

Leverage: Remaining Near Term Maturities(1)
Encourages disciplined capital allocation with the goal of creating a flexible balance sheet.

25%

$1,700

$1,350

$1,000

$650

$1,690

Targets determined based on rigorous goals for remaining maturities for the two years after December 31, 2024. The achievement did not consider the refinancing transaction which occurred in early 2025

Threshold / Target

Corporate Goals: Reduction of OpEx Compared to FY 2022(1)
Encourages management to reduce corporate spending as compared to FY 2022, which is the baseline for the OpEx reduction initiative we began in 2023

15%

4%

6%

8%

10%

11.80%

Targets consistent with the Company's 2024 strategic plan

Supplemental Performance

Tenant Related Objectives(1)
Creates incentive to resolve tenant matters in a timely manner

15%

- Successful re-tenanting or sale of 50% of Steward facilities
- Reduce Steward concentration to 12% of total assets
- Receive minimum proceeds from PHP Holdings
- Resolve Connecticut sale

Exceed Stated Goals

Target(2)

Targets consistent with the Company's 2024 strategic plan

Corporate Related Objectives
Represents indicators of the executive's success in fulfilling his or her responsibilities to the Company

20%

- Building Next Tier of Leadership
- Enhance Stockholder Outreach
- Forming Strategic Relationships
- ESG

NA

Target / Maximum(2)

Targets consistent with the Company's 2024 strategic plan. See below for additional detail on the Compensation Committee's review of qualitative performance.

Proxy Statement and Notice of 2025 Annual Meeting 25

Compensation Discussion and Analysis

◆

Building Next Tier of Leadership

One employee was promoted to Senior Vice President and 12 mid-level managers were promoted.

◆

Forming Strategic Relationships

In April 2024, the Company sold its interests in five Utah hospitals to a newly formed joint venture with an investment fund affiliated with a leading multi-strategy, multi-billion dollar institutional asset manager with a proven track record in real estate investments.

In May 2024, the Company completed an approximately $800M non-recourse, secured loan from Song Capital backed by certain UK properties. Song Capital is a European capital advisory firm whose personnel have been instrumental in other deals the Company has done in Europe.

◆

ESG

Significant progress was made in the completion of the Company's GRESB Real Estate Assessment. Also increased percentage of green leases.

◆

Stockholder Outreach

Management made a refreshed and concerted effort to contact the Company's top 50 stockholders and had discussions with stockholders representing 42% of the Company's stockholders.

Named Executive Officer

2024 Earned Bonus
($)

Edward K. Aldag, Jr.

2,556,599

R. Steven Hamner

1,335,352

J. Kevin Hanna

600,000

Rosa H. Hooper

350,000

Larry H. Portal

1,000,000

26 Proxy Statement and Notice of 2025 Annual Meeting

Compensation Discussion and Analysis

Named Executive Officer

Target Value of Time-Based Shares 2024(1)
($)

Edward K. Aldag, Jr.

3,650,000

R. Steven Hamner

1,825,000

J. Kevin Hanna

-

Rosa H. Hooper

-

Larry H. Portal

-

Larry H. Portal

Named Executive Officer

Target Value of Performance-Based Shares 2024(1)
($)

Edward K. Aldag, Jr.

8,856,000

R. Steven Hamner

4,428,000

J. Kevin Hanna

-

Rosa H. Hooper

-

Larry H. Portal

-

Proxy Statement and Notice of 2025 Annual Meeting 27

Compensation Discussion and Analysis

Stock Price Hurdles

Target (100%)

$7.00 (67% increase over the grant date stock price)

Stretch (200%)

$8.50 (103% increase over the grant date stock price)

Maximum (300%)

$10.00 (139% increase over the grant date stock price)

◆

Stockholder Alignment. NEOs should experience the same financial impact as our stockholders.

◆

Retention and Competition for Talent. Maintaining market compensation to retain key leaders, which includes a review of market compensation based on a peer group that is reviewed and approved by the Compensation Committee each year for our CEO and CFO.

◆

Management's Skill and Proven Track Record. Our NEOs' have a proven track record of navigating and executing complex transactions. They have a unique ability to pivot and execute new business plans as demonstrated in 2024 by the reduction in our debt year over year. While 2024 was a challenging year, the Company relied on our NEOs' diverse skill sets to navigate through those challenges, including the complex Steward bankruptcy, which was successfully resolved.

◆

Historical Performance. Our unique portfolio of valuable healthcare infrastructure assets has delivered $5.1 billion in dividends to stockholders since our IPO.

28 Proxy Statement and Notice of 2025 Annual Meeting

Compensation Discussion and Analysis