UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 16, 2023

MEDICAL PROPERTIES TRUST, INC.

(Exact Name of Registrant as Specified in Charter)

Commission File Number 001-32559

Registrant’s telephone number, including area code

(205) 969-3755

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On February 16, 2023, Emmett E. McLean notified the Board of Directors (the “Board”) of Medical Properties Trust, Inc. (the “Company”) of his intent to retire as Executive Vice President, Chief Operating Officer, and Secretary of the Company, effective September 1, 2023. The decision of Mr. McLean, who turns 68 years old this year, to retire is not the result of any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Through the date of his retirement, Mr. McLean will be entitled to continue to receive his current salary and to participate in the bonus and employee benefit plans of the Company in which he currently participates. In addition, in connection with Mr. McLean’s retirement, the Board approved (i) the accelerated vesting of 615,743 outstanding restricted stock awards previously granted to Mr. McLean, and (ii) the acceleration of $769,762 in catch-up dividend payments due to Mr. McLean, in each case subject to Mr. McLean’s continued service through the date of his retirement and the execution by Mr. McLean of a customary general release of claims and non-compete in favor of the Company.

The Company does not anticipate immediately naming a new Chief Operating Officer.

On February 23, 2023, the Company issued a press release announcing the retirement of Mr. McLean as Executive Vice President, Chief Operating Officer, and Secretary, described in Item 5.02 above. A copy of the press release is furnished herewith as Exhibit 99.1. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, attached hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

Date: February 23, 2023