Medical Properties Trust insider awarded time‑vested and TSR‑based shares

Rhea-AI Filing Summary

Medical Properties Trust insider share grants and vesting details

SVP of Operations Rosa Handley was granted two non‑cash awards on 09/24/2025: 36,765 shares that vest quarterly through March 31, 2028 and 15,420 performance‑based shares tied to three‑year total shareholder return (TSR) hurdles through April 14, 2028. The performance shares pay out 100% at 20% TSR, 200% at 40% TSR and 300% at 60% TSR with linear interpolation for intermediate results; earned shares vest quarterly over one year or immediately upon final committee determination. Reported beneficial ownership after transactions is 400,743 shares (direct).

Positive

• Insider acquisition reported: Rosa Handley received 36,765 time‑vesting shares and 15,420 performance‑based shares on 09/24/2025
• Performance alignment: Performance shares are tied to explicit TSR hurdles (20%/40%/60%) with up to 300% payout and linear interpolation
• Clear vesting schedule: Time‑vested shares vest quarterly through March 31, 2028 and earned performance shares vest quarterly over the year following performance determination

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider received time‑based and performance‑based equity grants aligning compensation with long‑term TSR.

The grant structure combines quarterly time‑vested shares and multi‑year TSR performance awards, which aligns executive incentives with shareholder returns without immediate cash outlay. The performance hurdles are explicit: 20%/40%/60% TSR tiers with up to 300% payout and interpolation, creating clear pay‑for‑performance targets. The awards will not dilute current holders immediately as they are subject to vesting and performance conditions, and the report shows the holder retains substantial direct ownership (400,743 shares) after the grant.

Corporate Governance Expert

TL;DR: Grant terms reflect common governance practice: multi‑year performance metrics plus time‑based vesting to retain management.

The combination of TSR‑linked performance awards and quarterly vesting of earned shares is a standard retention and alignment mechanism. The disclosure clearly describes vesting schedule and measurement period, aiding investor assessment of incentive design. No information here indicates change in control, unusual acceleration, or other governance red flags; the filing documents standard Section 16 reporting of an insider award.

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
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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^*

Hooper Rosa Handley

(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 of Operations

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		36,765(1)	A	$0.00	385,323	D
Common stock, par value $0.001	09/24/2025		A		15,420(2)(3)	A	$0.00	400,743	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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** 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 MPW insider Rosa Handley report on Form 4?

The report shows grants on 09/24/2025 of 36,765 time‑vesting shares and 15,420 performance‑based shares under MPW's equity plan.

How do the performance shares for MPW (ticker MPW) vest?

Performance shares are earned based on Company TSR over three years ending 04/14/2028 with payouts at 20%/40%/60% TSR and linear interpolation; earned shares then vest quarterly over one year.

What is Rosa Handley’s beneficial ownership after the reported transactions?

Following the transactions, the filing reports 400,743 shares beneficially owned directly.

Are the granted shares paid in cash or stock for MPW’s Form 4?

The filing reports $0.00 price for the acquisitions, indicating grants of common stock rather than cash purchases.

Who filed the Form 4 on behalf of the reporting person?

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