During the second quarter of 2022, we amended the 2019 Equity Incentive Plan (the "Equity Incentive Plan"), which authorizes the issuance of common stock options, restricted stock, RSUs, deferred stock units, stock appreciation rights, performance units, and awards of interests in our Operating Partnership. Our Equity Incentive Plan is administered by the Compensation Committee of the Board of Directors, and we have reserved 28.9 million shares of common stock for awards, of which 8.0 million shares remain available for future stock awards as of December 31, 2025. The Equity Incentive Plan contains a limit of 5 million shares as the maximum number of shares of common stock that may be awarded to an individual in any fiscal year. Awards under the Equity Incentive Plan are subject to forfeiture due to termination of employment prior to vesting and/or from not achieving the respective performance/market conditions. In the event of a change in control, outstanding and unvested options will immediately vest, unless otherwise provided in the participant’s award or employment agreement, and restricted stock, restricted stock units, deferred stock units, and other stock-based awards will vest if so provided in the participant’s award agreement. The term of the awards is set by the Compensation Committee, though Incentive Stock Options may not have terms of more than ten years. Forfeited awards (along with shares withheld for payroll tax withholding purposes) are returned to the Equity Incentive Plan and are then available to be re-issued as future awards. For each share of common stock issued by Medical Properties Trust, Inc. pursuant to its Equity Incentive Plan, the Operating Partnership issues a corresponding number of Operating Partnership units.

For the past three years, we have only granted restricted stock and RSUs pursuant to our Equity Incentive Plan. These awards have been granted in the form of service-based awards, performance awards based on company-specific performance hurdles, and market-based awards. See below for further details on each of these awards:

In 2025, 2024, and 2023, the Compensation Committee granted service-based awards to employees and non-employee directors. Service-based awards vest as the employee/director provides the required service (typically over three years). Dividends are generally paid on these awards prior to vesting.

In 2023, the Compensation Committee granted performance-based awards to employees. Generally, dividends are not paid on performance awards until the award is earned. See below for details of our 2023 performance-based award grants.

In 2023, a target number of stock awards were granted to employees that could be earned based on the achievement of specific performance thresholds as set by our Compensation Committee. The performance thresholds were based on a three-year period with the opportunity to earn a portion of the award earlier. More or less shares than the target number of shares were available to be earned based on our performance compared to the set thresholds. At the end of each of the performance periods, any earned shares during such period vested on January 1 of the following calendar year. The performance thresholds were based on strategic transactions

(including new investments and proceeds from individual property disposals and larger asset disposals through joint venture transactions) and EBITDA.

Certain performance awards granted were subject to a modifier which increases or decreases the actual shares earned in each performance period. The modifier for the 2023 awards was based on two components: 1) how our total shareholder return (“TSR”) compared to the Dow Jones U.S. Real Estate Health Care Index and 2) how our TSR compared to a threshold set by the Compensation Committee.

The three-year performance period for these awards ended in 2025 and resulted in a $10.9 million reduction of expense as less shares were earned than our previous estimate.

In 2025, 2024, and 2023, the Compensation Committee granted market-based awards to employees. Generally, dividends are not paid on market-based awards until the award is earned. See details below of such market-based award grants.

On September 24, 2025, a target number of market-based restricted stock awards were granted to employees other than the Company’s Chief Executive Officer and Chief Financial Officer. These shares will be earned at the target level only if the Company’s total shareholder return reaches 20%, with the opportunity to earn up to three times target if the Company’s total shareholder return reaches higher hurdles during the three-year period ending April 14, 2028. The actual number of shares to be earned pursuant to these awards will be determined based on a total shareholder return achieved by a trailing 20-trading day average closing price of the Company’s common stock, assuming contemporaneous reinvestment in such common stock of all dividends and other distributions. The baseline price of common stock used in determining total shareholder return is $5.44. Earned shares will vest in equal quarterly installments over one year following the date that the Compensation Committee makes a determination of achievement of the performance metrics, subject to the grantee’s continued employment through such date, provided that all unvested earned shares will vest in full following the end of the performance period.

On April 15, 2025, the Compensation Committee granted 621,061 market-based RSUs to the Company’s Chief Executive Officer and Chief Financial Officer at the target level of achievement. The RSUs may be settled only in cash, and the cash payment will be calculated based on the average closing price of the Company’s common stock on the five trading days ending on the vesting date. The RSUs are earned at the target level if the Company’s total shareholder return reaches 20%, with the opportunity to earn up to three times target if the Company’s total shareholder return reaches higher hurdles during the three-year period ending on April 14, 2028. The actual number of RSUs to be earned pursuant to these awards will be determined based on a total shareholder return achieved by a trailing 20-trading day average closing price of the Company’s common stock, assuming contemporaneous reinvestment in such common stock of all dividends and other distributions. The baseline price of common stock used in determining total shareholder return is the closing price of the common stock on April 15, 2025, of $5.44. Earned RSUs will become vested on the earlier of equal quarterly installments over the first year from the date the RSUs are earned or the date that the Committee makes a determination of achievement of the performance metrics following the end of the three-year performance period, subject to the grantee’s continued employment through such date, provided that all unvested earned RSUs will vest in full following the end of the performance period.

On March 8, 2024, the Compensation Committee granted 2,700,000 market-based RSUs to the Company's Chief Executive Officer and Chief Financial Officer at the target level of achievement, which would represent a 67% increase in the market price of our common stock at time of grant. The RSUs may be settled only in cash, and the cash payment will be calculated based on the average closing price of the Company's common stock on the five trading days ending on the vesting date. The RSUs will be earned at the target level only if the Company's share price increases to $7.00 per share, with the opportunity to earn up to three times target if the Company's share price reaches higher stock price hurdles. The actual number of shares to be earned pursuant to these awards will be determined based on a trailing 20-trading day average closing price of the Company's common stock during the four-year period ending December 31, 2027. Earned RSUs will become vested on the earlier of equal quarterly installments over the first year from the date the RSUs are earned or the date that the Committee makes a determination of achievement of the performance metrics following the end of the four-year performance period, subject to the grantee’s continued employment through such date, provided that all unvested earned RSUs will vest in full following the end of the performance period.

On December 8, 2023, the Compensation Committee approved market-based restricted stock awards to employees other than the Company's Chief Executive Officer and Chief Financial Officer of 2,500,000 shares of common stock at the target level of achievement. These shares will be earned at the target level only if the Company's share price increases to $7.00 per share, with the opportunity to earn more shares (up to three times target), based on higher stock price hurdles. The actual number of shares to be earned pursuant to these awards will be determined based on a trailing 20-trading day average closing price of the Company's common stock during the four-year period following the December 8, 2023 grant date or December 31, 2027, for certain awards granted after December 8, 2023. Earned shares will vest in equal quarterly installments over two years following the date that the Compensation Committee makes a determination of achievement of the performance metrics, subject to the grantee’s continued employment through such date, provided that all unvested earned shares will vest in full following the end of the performance period.

The following summarizes award activity in 2025 and 2024 (which includes awards granted in 2025, 2024, and any applicable prior years), respectively:

For the Year Ended December 31, 2025:


	Vesting Based on Service					Vesting Based on Market/Performance Conditions
	Shares			Weighted-Average Value at Award Date		Shares				Weighted-Average Value at Award Date
Nonvested awards at beginning of the year		1,641,500		$	6.50		10,313,221			$	9.33
Awarded		2,538,451		$	5.24		1,347,895			$	11.00
Vested		(1,550,294	)	$	6.63		(89,065	)		$	22.11
Forfeited		(21,493	)	$	5.77		(3,689,223	)		$	11.89
Nonvested awards at end of year		2,608,164		$	5.20		7,882,828		(1)	$	8.97

(1)

Reflects the maximum share payout of certain market-based awards granted in 2023, 2024, and 2025. However, share payout at target level for these market-based awards would result in nonvested awards at December 31, 2025 of 3.1 million shares.

For the Year Ended December 31, 2024:


	Vesting Based on Service					Vesting Based on Market/Performance Conditions
	Shares			Weighted-Average Value at Award Date		Shares			Weighted-Average Value at Award Date
Nonvested awards at beginning of the year		1,144,796		$	13.01		12,576,792		$	10.20
Awarded		1,519,207		$	4.36		345,000		$	7.78
Vested		(993,312	)	$	10.62		(1,179,631	)	$	16.81
Forfeited		(29,191	)	$	9.58		(1,428,940	)	$	10.40
Nonvested awards at end of year		1,641,500		$	6.50		10,313,221		$	9.33

Additionally, the market-based RSUs granted in 2025 and 2024 (not included in the tables above) with cash-settlement features are nonvested as of December 31, 2025. These liability-type awards are adjusted to fair value on a quarterly basis using a Monte Carlo valuation model, which used the following assumptions for grant date and quarterly valuations for the year ended December 31, 2025: (i) common stock price at measurement date, (ii) annual equity volatility ranging from 59.0% to 62.0%, (iii) risk-free rate ranging from 3.47% to 3.89%, and (iv) dividend yield ranging from 5.31% to 7.42%. The grant date fair value of the RSUs awarded April 15, 2025 was $8.1 million, and the fair value of the RSUs awarded March 8, 2024 was $13.3 million, and none of these RSUs were earned, vested, or forfeited as of December 31, 2025.

The value of stock-based awards is charged to compensation expense over the service periods. For the years ended December 31, 2025, 2024, and 2023, we recorded $15.1 million, $28.4 million, and $33.3 million, respectively, of non-cash compensation expense. For the years ended December 31, 2025 and 2024, we also recorded $10.6 million and $4.6 million, respectively, of compensation expense for the RSUs with cash-settlement features, and we had a corresponding $15.2 million and $4.6 million liability as of December 31, 2025 and 2024, respectively.

The remaining unrecognized cost from equity-settled awards at December 31, 2025, is $17.9 million, which will be recognized over a weighted-average period of 0.93 years. The remaining unrecognized cost from cash-settled awards at December 31, 2025, is $14.3 million, which will be recognized over a derived service period of 1.38 years as of December 31, 2025. Stock-based awards that vested in 2025, 2024, and 2023, had a value of $7.7 million, $10.9 million, and $22.5 million, respectively.