Medical Properties Trust Insider Award: 25,058 TSR Shares, 59,743 Time-Vested

Rhea-AI Filing Summary

Insider purchases and performance awards at Medical Properties Trust (MPW) The report shows that Kevin James Hanna, Senior VP, Controller & CAO, was granted and acquired a total of 84,801 shares of MPW common stock on 09/24/2025 through two separate awards: 59,743 time-vested shares that vest quarterly through March 31, 2028, and 25,058 performance-based shares tied to three-year total shareholder return (TSR) hurdles ending April 14, 2028. Following these transactions, the reporting person beneficially owns 449,231 shares in total. The performance award vests only if TSR targets (20%, 40%, 60%) are met, with potential upside up to 300% of the target award and post-performance quarterly vesting or earlier full vesting upon final committee determination.

Positive

• Insider acquisition: Reporting person acquired a total of 84,801 shares, increasing beneficial ownership to 449,231 shares.
• Performance alignment: 25,058 shares are tied to TSR hurdles, linking compensation to long-term shareholder returns.
• Staged vesting: 59,743 shares vest quarterly through March 31, 2028, which supports retention and gradual alignment with shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR: Senior finance officer received both time-based and performance-based equity awards, increasing beneficial ownership materially.

The Form 4 discloses issuance of 59,743 time-vested shares and 25,058 performance-contingent shares to the companys Senior VP, Controller & CAO, increasing reported beneficial ownership to 449,231 shares. The time-based tranche vests quarterly through March 2028, providing staged alignment with shareholder outcomes. The performance tranche depends on three-year TSR hurdles with incremental payoffs (100% at 20% TSR up to 300% at 60% TSR) and uses a 20-trading-day trailing average to determine payout. For investors, this is an internal compensation disclosure showing management equity stake and potential dilution tied to performance metrics.

Compensation/Risk Analyst

TL;DR: Award structure mixes time-based vesting and aggressive TSR-linked performance multipliers, aligning pay with long-term stock performance.

The combination of quarterly time vesting and a multi-tiered TSR performance award indicates a mix of retention and incentive objectives. The performance awards linear interpolation and final committee determination clauses mean actual earned shares will be calculated post-period and could vest in full upon committee determination, subject to continued employment. The disclosed mechanics are detailed and enforceable; they define both upside for strong TSR and delayed realization risk for the grantee.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Hanna James Kevin

(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)
	Senior VP, Controller & CAO

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	424,173	D
Common stock, par value $0.001	09/24/2025		A		25,058(2)(3)	A	$0.00	449,231	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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transactions did the MPW Form 4 report for Kevin James Hanna?

The Form 4 reports acquisition of 59,743 time-vested shares and 25,058 performance-based shares on 09/24/2025.

How many MPW shares does the reporting person beneficially own after these transactions?

Following the reported transactions the reporting person beneficially owns 449,231 shares.

What are the vesting terms for the time-based shares?

The 59,743 shares vest in equal installments at the beginning of each calendar quarter ending March 31, 2028.

How is the performance award determined for the 25,058 shares?

The 25,058 shares are earned based on three-year TSR hurdles to April 14, 2028: 100% at 20% TSR, 200% at 40% TSR, 300% at 60% TSR, with linear interpolation between hurdles and a trailing 20-trading-day average used for measurement.

When do earned performance shares vest?

Earned shares vest in equal quarterly installments over one year after they are earned, or in full upon final Compensation Committee determination after the performance period, subject to continued employment.