Medical Properties Trust (MPW) Insider Grant: Time-Vested and TSR Awards

Rhea-AI Filing Summary

Insider grant and ownership change at Medical Properties Trust (MPW). Larry H. Portal, SVP and Senior Advisor to the CEO, was reported as acquiring two equity awards on 09/24/2025. One grant of 59,743 common shares vests quarterly through March 31, 2028 and increased his beneficial ownership to 463,589 shares. A second performance-based grant of 25,058 shares is contingent on three-year total shareholder return (TSR) hurdles through April 14, 2028 (20% TSR = 100% payout; 40% = 200%; 60% = 300%); if earned, those shares vest in equal quarterly installments over the following year or in full upon final Compensation Committee determination, subject to continued employment. The Form 4 was filed 09/26/2025 and signed by a power of attorney.

Positive

• Management-shareholder alignment through time-based and TSR-linked equity awards
• Transparent performance hurdles (20%/40%/60% TSR mapped to 100%/200%/300% payouts) with linear interpolation
• Retention-focused vesting with quarterly vesting through March 31, 2028 and post-performance quarterly vesting

Negative

• Performance tranche is contingent on achieving specified TSR hurdles through April 14, 2028, so upside is not guaranteed
• Filing lacks grant-date valuation, so investors cannot assess compensation cost or dilution from this form alone
• Continued employment requirement may limit liquidity and immediate alignment if the executive departs

Insights

Corporate Governance Expert

TL;DR Routine executive equity grants align management with shareholders but include multi-year performance and vesting conditions.

The awards combine time-based and performance-based equity, a common design to retain senior executives and link pay to shareholder outcomes. The time-vested tranche vests quarterly through March 2028 providing steady alignment. The performance tranche ties payout to explicit TSR hurdles over a three-year period, with escalation from 100% to 300% based on 20%–60% TSR outcomes. The structure preserves accountability via continued employment requirements and final Compensation Committee determination. This disclosure appears standard and informational rather than transformational for investors.

Compensation Analyst

TL;DR Mix of quarterly time vesting and aggressive TSR-based upside; materiality is moderate given the award sizes versus total holdings.

The time-based award of 59,743 shares and the potential 25,058 performance shares increase reported beneficial ownership to 488,647 if performance shares are earned. The performance metrics use clear TSR hurdles with linear interpolation between levels, which creates transparent payout mechanics. Vesting schedules extend to 2028, emphasizing retention. The filing does not disclose grant-date fair value or proportion of annual equity opportunity, so absolute compensation impact cannot be determined from this form alone.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Portal Larry H

(Last) (First) (Middle)

1000 URBAN CENTER DRIVE

SUITE 501

(Street)

BIRMINGHAM AL 35242

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDICAL PROPERTIES TRUST INC [ MPW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Senior Advisor to the CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.001	09/24/2025		A		59,743(1)	A	$0.00	463,589	D
Common stock, par value $0.001	09/24/2025		A		25,058(2)(3)	A	$0.00	488,647	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares vest at the beginning of each calendar quarter ending March 31, 2028.

2. The shares were granted under the Medical Properties Trust, Inc. ("the Company") Amended and Restated 2019 Equity Incentive Plan and will be earned based on the achievement of specified Company total shareholder return ("TSR") hurdles during the three-year period ending April 14, 2028 as follows: (i) if the Company's TSR reaches 20%, 100% of the shares will be earned; (ii) if the Company's TSR reaches 40%, 200% of the shares will be earned; and (iii) if the Company's TSR reaches 60%, 300% of the shares will be earned. The actual number of shares to be earned will be determined based on the trailing 20-trading day average, determined quarterly; provided, however, following the end of such three-year performance period, achievement of performance between specific TSR hurdles described above will be determined using straight line linear interpolation (continued on footnote 3).

3. Earned shares will become vested in equal quarterly installments over one year following the date the shares are earned, provided that all unvested earned shares will vest in full on the date that the Compensation Committee makes the final determination regarding performance metrics following the end of the three-year performance period, subject to the grantee's continued employment through such date.

	W. Zachary Riddle, by power of attorney	09/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What changes in MPW ownership are reported for Larry H. Portal?

The filing reports acquisition of 59,743 time-vested shares (vesting quarterly through March 31, 2028) and 25,058 performance-based shares contingent on TSR, increasing reported beneficial ownership to 488,647 if performance shares are earned.

When were the transactions reported on the Form 4 for MPW?

The transactions have a transaction date of 09/24/2025 and the Form 4 was filed and signed on 09/26/2025.

What are the performance conditions for the MPW award?

Performance shares are earned based on three-year total shareholder return to April 14, 2028: 20% TSR = 100% payout, 40% TSR = 200% payout, 60% TSR = 300% payout, with linear interpolation between hurdles.

How do the performance shares vest if earned?

If earned, performance shares vest in equal quarterly installments over one year after being earned, or in full when the Compensation Committee makes the final determination following the three-year period, subject to continued employment.

Who filed and signed the Form 4 for Larry H. Portal?

The Form 4 was signed by W. Zachary Riddle by power of attorney on 09/26/2025.