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Medical Properties Trust, Inc. is asking stockholders to vote at its 2026 annual meeting on four main items: electing nine directors, ratifying PricewaterhouseCoopers as auditor for 2026, approving executive pay on an advisory basis, and approving an amended 2019 equity incentive plan.
The company highlights 2025 performance, including a 33% total shareholder return, a $2.2 billion reduction in near-term debt maturities, higher rent coverage of 2.6x, and a projected ~$1.0 billion 2026 annual cash rent. Management emphasizes balance sheet improvement, portfolio strength, and cash flow growth.
The proxy details a pay-for-performance compensation program, with 54% of the CEO’s 2025 target pay performance-based, rigorous TSR and revenue growth hurdles, and 2025 CEO “Actual Realized Compensation” of $9.7 million versus a Summary Compensation Table total of $15.9 million. The board underscores governance practices such as majority voting, proxy access, a lead independent director, and strong ESG and corporate responsibility initiatives.
MEDICAL PROPERTIES TRUST INC Chairman, President & CEO Edward K. Aldag Jr. reported a tax-related share disposition. On the vesting of restricted stock, 109,433 common shares were withheld at $4.67 per share to satisfy tax withholding obligations, which the filing states does not constitute a sale transaction. After this withholding, Aldag directly holds 6,795,208 common shares of the company.
MEDICAL PROPERTIES TRUST INC Executive Vice President & CFO R. Steven Hamner reported a routine tax-related share disposition. On the vesting of restricted stock, 48,548 common shares were withheld at $4.67 per share to cover tax withholding obligations, which the company notes does not constitute a sale transaction. After this withholding, Hamner directly holds 3,841,020 shares of common stock.
MEDICAL PROPERTIES TRUST INC executive Larry H. Portal, SVP and Senior Advisor to the CEO, had 4,048 common shares withheld at $4.67 per share to cover tax obligations on vested restricted stock. After this non-market, tax-withholding disposition, he directly holds 579,076 shares of common stock.
MEDICAL PROPERTIES TRUST INC senior vice president of finance and treasurer Charles R. Lambert reported a routine share disposition related to tax withholding. On the vesting of restricted stock, 2,347 common shares valued at $4.67 per share were withheld to satisfy tax obligations, and were not sold on the open market. Following this transaction, Lambert directly holds 390,054 shares of common stock.
MEDICAL PROPERTIES TRUST INC senior vice president of operations Rosa Handley reported a routine share withholding related to equity compensation. Upon vesting of restricted stock, 1,938 common shares were withheld at $4.67 per share to satisfy tax obligations, which the company notes does not constitute a sale transaction. After this tax-withholding disposition, Handley directly holds 450,836 common shares of Medical Properties Trust.
MEDICAL PROPERTIES TRUST INC Senior VP, Controller & CAO James Kevin Hanna reported a routine tax-related share withholding. On vesting of restricted stock, 3,295 common shares were withheld at $4.67 per share to cover tax obligations, which the company notes does not constitute a sale. Following this withholding, Hanna directly holds 543,499 common shares of Medical Properties Trust.
Medical Properties Trust Inc ownership disclosure: The Vanguard Group filed a Schedule 13G/A reporting 0 shares beneficially owned, representing 0% of Common Stock following an internal realignment.
The filing explains that certain Vanguard subsidiaries or business divisions will report beneficial ownership separately in reliance on SEC Release No. 34-39538, and that Vanguard no longer is deemed to have beneficial ownership of securities held by those subsidiaries. The filing is signed by Ashley Grim, Head of Global Fund Administration.
Williams Rosa Handley reported acquisition or exercise transactions in this Form 4 filing.
MEDICAL PROPERTIES TRUST INC reported that SVP of Operations Rosa Handley Williams received two equity awards of common stock totaling 63,750 shares on March 18, 2026. After these grants, she holds 452,774 shares directly.
One award of 42,500 shares vests in equal installments at the beginning of each of 12 calendar quarters starting April 1, 2026. The other 21,250-share award is performance-based and will be earned only if specific debt reduction and cash revenue growth targets set by the compensation committee are met over the period from January 1, 2026 through December 31, 2028. The actual number of performance shares ultimately issued will depend on achievement of these thresholds, including the opportunity to earn up to one third of the award for 2026 performance.