MPT

The following discussion and analysis of the consolidated financial condition and consolidated results of operations are presented on a combined basis for Medical Properties Trust, Inc. and MPT Operating Partnership, L.P. as there are no material differences between these two entities. Such discussion and analysis should be read together with the condensed consolidated financial statements and notes thereto contained in this Quarterly Report on Form 10-Q and the consolidated financial statements and notes thereto contained in our 2025 Annual Report. Forward-Looking Statements. This Quarterly Report on Form 10-Q contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements can generally be identified by the use of forward-looking words such as "may", "will", "would", "could", "expect", "intend", "plan", "estimate", "target", "anticipate", "believe", "objectives", "outlook", "guidance", or other similar words, and include statements regarding our strategies, objectives, asset sales and other liquidity and debt repayment transactions (including the use of proceeds thereof), expected returns on investments and financial performance, and expected trends and performance across our various markets. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results or future performance, achievements or transactions to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to, the risks described in our 2025 Annual Report and as updated in our Quarterly Reports on Form 10-Q for future periods, and on our Current Reports on Form 8-K filed with the SEC. Such factors include, among others, the following: •macroeconomic conditions, including due to geopolitical instability (such as ongoing armed conflicts in the Middle East and Ukraine) and the implementation of new and increased tariffs and other global trade disruptions, which may lead to a disruption of or lack of access to the capital markets, disruptions and instability in the banking and financial services industries, persistent inflation and movements in currency exchange rates, and may negatively impact our financial condition and the financial condition of our tenants; •the risk that property sales (including those discussed in Note 12 to the condensed consolidated financial statements), loan repayments, and other capital recycling transactions do not occur as anticipated or at all; •the risk that the timing, outcome, and terms of Prospect's causes of action, that is collateral for DIP and other fundings that remain outstanding, will not be consistent with those anticipated by the Company; •the risk that we are unable to successfully re-tenant or sell any currently vacant properties, on the terms we expect or at all; •the risk that governments may take action adverse to our ownership and other rights in our properties; •the risk that the private notes transaction disclosed in Note 12 to the condensed consolidated financial statements does not close as anticipated or at all; •the risk that we are not able to attain our leverage, liquidity, and cost of capital objectives within a reasonable time period or at all; •our ability to obtain debt financing on attractive terms or at all, as a result of changes in interest rates and other factors, which may adversely impact our ability to pay down, refinance, restructure, or extend our indebtedness as it becomes due, or pursue acquisition and development opportunities; •our ability to remain in compliance with financial covenants under our debt facilities; •our ability to effectuate the extension of the revolving portion of our credit facility (the "Credit Facility") to June 30, 2027; •any downgrades in our credit ratings; •the ability of our tenants, operators, and borrowers (including those of our joint ventures) to satisfy their obligations under their respective contractual arrangements with us, including the rent ramp up provisions in the leases of former Steward and Prospect-operated facilities; •the ability of our tenants and operators to operate profitably and generate positive cash flow, remain solvent, comply with applicable laws, rules and regulations in the operation of our properties, to deliver high-quality services, to attract and retain qualified personnel, and to attract patients; 30 •the cooperation of our joint venture partners, including adverse developments affecting the financial health of such joint venture partners or the joint venture itself; •the economic, political, and social impact of, and uncertainty relating to, epidemics, pandemics or other public health crises (like COVID-19), which may adversely affect our and our tenants’ business, financial condition, results of operations, and liquidity; •our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate, and integrate acquisitions and investments; •the nature and extent of our current and future competition; •factors affecting the real estate industry generally or the healthcare real estate industry in particular; •our ability to maintain our status as a real estate investment trust ("REIT") for income tax purposes in the U.S. and U.K.; •tax audit results and changes in federal, state, or local tax laws in the U.S., Europe, South America, or other jurisdictions in which we may own healthcare facilities or transact business; •the risk that the operations of our tenants will be negatively impacted by changes to Medicaid funding introduced by the One Big Beautiful Bill Act; •federal and state healthcare and other regulatory requirements, as well as those in the foreign jurisdictions where we own properties; •the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis; •loss of property owned through ground leases upon breach or termination of the ground leases; •potential environmental contingencies and other liabilities; •our ability to attract and retain qualified personnel; •the risks and uncertainties of litigation or other regulatory proceedings and investigations; and •the accuracy of our methodologies and estimates regarding corporate responsibility metrics and targets, tenant willingness and ability to collaborate towards reporting such metrics and meeting such goals and targets, and the impact of governmental regulation on our and our tenants’ corporate responsibility efforts. Key Factors that May Affect Our Operations Our revenue is derived from rents we earn pursuant to the lease agreements with our tenants, from interest income from loans to our tenants and other facility owners, and from profits or equity interests in certain of our tenants’ operations. Our tenants operate in the healthcare industry, generally providing medical, surgical, rehabilitative, and behavioral health care to patients. The capacity of our tenants to pay our rents and interest is dependent upon their ability to conduct their operations at profitable levels. We believe that the business environment of the industry segments in which our tenants operate is generally positive for efficient operators. However, our tenants’ operations are subject to economic, regulatory, market, and other conditions that may affect their profitability, which could impact our results. Accordingly, we monitor certain key performance indicators that we believe provide us with early indications of conditions that could affect the level of risk in our portfolio. Key factors that we may consider in underwriting prospective deals and in our ongoing monitoring of our tenants’ (and guarantors’) performance, as well as the condition of our properties, include, but are not limited to, the following: •the scope and breadth of clinical services and programs, including utilization trends (both inpatient and outpatient) by service type; •the size and composition of medical staff and physician leadership at our facilities, including specialty, tenure, and number of procedures performed and/or referrals; •an evaluation of our operators’ management team, as applicable, including background and tenure within the healthcare industry; •staffing trends, including ratios, turnover metrics, recruitment and retention strategies at corporate and individual facility levels; 31 •facility operating performance measured by current, historical, and prospective operating margins (measured by a tenant's earnings before interest, taxes, depreciation, amortization, management fees, and facility rent) of each tenant and at each facility; •the ratio of our tenants' operating earnings to facility rent and to other fixed costs, including debt costs; •changes in revenue sources of our tenants, including the relative mix of public payors (including Medicare, Medicaid/MediCal, and managed care in the U.S., as well as equivalent payors in Europe, and South America) and private payors (including commercial insurance and private pay patients); •historical support (financial or otherwise) from governments and/or other public payor systems during major economic downturns/depressions; •trends in tenants' cash collections, including comparison to recorded net patient service revenues, knowing and assessing current revenue cycle management systems and potential future planned upgrades or replacements; •tenants' free cash flow; •the potential impact of healthcare pandemics/epidemics, legislation, and other regulations (including changes in reimbursement) on our tenants', borrowers', and guarantors' profitability and liquidity; •the potential impact of any legal, regulatory, or compliance proceedings with our tenants (including at the facility level); •the potential impact of supply chain and inflation-related challenges as they relate to new developments or capital addition projects; •an ongoing assessment of the operating environment of our tenants, including demographics, competition, market position, status of compliance, accreditation, quality performance, and health outcomes as measured by The Centers for Medicare and Medicaid Services ("CMS"), The Joint Commission, and other governmental bodies in which our tenants operate; •the level of investment in the hospital infrastructure and health IT systems; and •physical real estate due diligence, typically including property condition and Phase 1 environmental assessments, along with routine property inspections thereafter. Certain business factors, in addition to those described above that may directly affect our tenants and borrowers, will likely materially influence our future results of operations. These factors include: •trends in interest rates and other costs due to general inflation and availability and increased costs from labor shortages could adversely impact the operations of our tenants and their ability to meet their lease/loan obligations; •changes in healthcare regulations that may limit the opportunities for physicians to participate in the ownership of healthcare providers and healthcare real estate; •reductions (or non-timely increases) in reimbursements from Medicare, state healthcare programs, and commercial insurance providers that may reduce our tenants’ or borrowers’ profitability and our revenues; •regulatory restrictions on REIT healthcare investments; •competition from other financing sources; and •the ability of our tenants and borrowers to access funds in the credit markets. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Refer to our 2025 Annual Report for a discussion of our critical accounting policies, which include investments in real estate, purchase price allocation, loans, credit losses, losses from rent and interest receivables, investments accounted for under the fair value option election, and our accounting policy on consolidation. During the six months ended June 30, 2026, there were no material changes to these policies and estimates. Overview We are a self-advised REIT focused on investing in and owning net-leased healthcare facilities across the U.S. and selectively in foreign jurisdictions. Medical Properties Trust, Inc. was incorporated under Maryland law on August 27, 2003, and MPT Operating Partnership, L.P. was formed under Delaware law on September 10, 2003. We conduct substantially all of our business through MPT Operating Partnership, L.P. We acquire and develop healthcare facilities and lease the facilities to healthcare operating companies under long-term net leases, which require the tenant to bear most of the costs associated with the property. The majority of our leased 32 assets are owned 100%; however, we do own some leased assets through joint ventures with other partners that share our view that healthcare facilities are part of the infrastructure of any community, which we refer to as investments in unconsolidated real estate joint ventures. We also make mortgage loans to healthcare operators collateralized by their real estate assets. In addition, we may make loans to certain of our operators through our TRS, the proceeds of which are typically used for working capital and other purposes. From time-to-time, we may make noncontrolling investments in our tenants, which we refer to as investments in unconsolidated operating entities. These investments are typically made in conjunction with larger real estate transactions with the tenant that give us a right to share in such tenant’s profits and losses, and provide for certain minority rights and protections. Our business model facilitates acquisitions and recapitalizations, and allows operators of healthcare facilities to serve their communities by unlocking the value of their real estate assets to fund facility improvements, technology upgrades, and other investments in operations. At June 30, 2026, our portfolio consisted of 373 properties leased or loaned to 51 operators, and all of our investments are located in the U.S., Europe, and South America. Our total assets are made up of the following (dollars in thousands): As of June 30, 2026 % of Total As of December 31, 2025 % of Total Real estate assets - at cost $ 12,661,627 85.9 % $ 12,751,022 85.0 % Accumulated real estate depreciation and amortization (1,747,295 ) (11.9 )% (1,663,056 ) (11.1 )% Net investment in real estate assets 10,914,332 74.0 % 11,087,966 73.9 % Cash and cash equivalents 396,558 2.7 % 540,859 3.6 % Investments in unconsolidated real estate joint ventures 1,371,657 9.3 % 1,399,777 9.3 % Investments in unconsolidated operating entities 313,703 2.1 % 322,179 2.2 % Other 1,751,490 11.9 % 1,650,994 11.0 % Total assets $ 14,747,740 100.0 % $ 15,001,775 100.0 % Results of Operations Three Months Ended June 30, 2026 Compared to June 30, 2025 Net loss for the three months ended June 30, 2026 was ($2.6) million, or ($0.01) per share, compared to a net loss of ($98.4) million, or ($0.16) per share, for the three months ended June 30, 2025. This improvement quarter over quarter is primarily driven by an $18.9 million increase in revenue, as discussed in detail below, and a $129 million unfavorable fair value adjustment to our investment in PHP Holdings in the second quarter of 2025, partially offset by more impairment charges, higher interest expense and general and administrative expense, along with lower earnings from equity interests in 2026 compared to 2025. Normalized FFO, after adjusting for certain items (as more fully described in the section titled "Reconciliation of Non-GAAP Financial Measures" in Item 2 of this Quarterly Report on Form 10-Q), was $92.2 million for the 2026 second quarter, or $0.15 per diluted share, as compared to $81.4 million, or $0.14 per diluted share, for the 2025 second quarter. Revenues A comparison of revenues for the three months ended June 30, 2026 and 2025 is as follows (dollar amounts in thousands): 2026 % of Total 2025 % of Total Year over Year Change Rent billed $ 203,400 78.4 % $ 177,860 74.0 % 14.4 % Straight-line rent 33,308 12.9 % 39,665 16.5 % (16.0 )% Income from financing leases 10,081 3.9 % 9,923 4.1 % 1.6 % Interest and other income 12,494 4.8 % 12,911 5.4 % (3.2 )% Total revenues $ 259,283 100.0 % $ 240,359 100.0 % 7.9 % Our total revenues for the 2026 second quarter increased $18.9 million, or 7.9%, over the same period in the prior year. This increase is made up of the following: •Operating lease revenue (includes rent billed and straight-line rent) – up $19.2 million from the same period in the prior year, primarily due to $16.4 million more of lease revenue earned from the retenanting of the former Steward and Prospect-operated facilities, approximately $4.4 million of additional cash received from acquisitions in 2025 and 2026, an increase of $2.1 million due to increases in CPI above the contractual minimum escalations in our leases, $0.9 million of favorable foreign currency fluctuations, and $1.1 million from the completion of capital additions and development 33 projects in 2025 and 2026. These increases were offset by approximately $5.5 million lower revenues from property sales in 2025 and 2026. As discussed in Note 3 to the condensed consolidated financial statements, we combined Lifepoint and Lifepoint Behavioral properties into one single master lease on June 1, 2026. Although cash rent basically stayed the same, the aligning of the initial lease terms is expected to decrease operating lease revenue by approximately $2 million per quarter. •Income from financing leases – up approximately $0.1 million primarily due to the increase in CPI above the lease contractual minimum escalations. •Interest and other income – down approximately $0.4 million from the prior year due to the following: oInterest from loans – up $0.3 million, primarily due to additional revenue from new loans between periods, and to a lesser extent, from the escalation of interest rates between periods. oOther income – down $0.7 million from the prior year as we had less direct reimbursements from tenants for ground leases, property taxes, and insurance. We currently have several tenants on the cash basis from a revenue recognition perspective, which can result in variability of our lease revenue quarter-to-quarter. Interest Expense Interest expense for the quarters ended June 30, 2026 and 2025 totaled $135.3 million and $129.7 million, respectively. This increase is primarily related to higher interest expense from the increase in average borrowings on our Credit Facility in the second quarter of 2026, compared to the same period of 2025, as our overall weighted-average interest rate stayed consistent at 5.3% for both periods. Real Estate Depreciation and Amortization Real estate depreciation and amortization during the second quarter of 2026 increased to $69.5 million from $66.7 million in 2025. This increase is primarily due to the six California properties, leased to NOR, that were reclassified as operating leases in December 2025, along with net acquisition and disposal activity since the second quarter of 2025 (as disclosed previously). Property-related Property-related expenses totaled $11.2 million and $10.9 million for the quarters ended June 30, 2026 and 2025, respectively. Of the property-related expenses in the second quarter of 2026 and 2025, approximately $4.4 million and $5.1 million, respectively, represent costs that were reimbursed by our tenants and included in the "Interest and other income" line of the condensed consolidated statements of net income. The remaining non-reimbursed property expenses are higher quarter over quarter primarily due to ongoing expenses (such as property taxes, insurance, maintenance, etc.) incurred at our vacant facilities. General and Administrative General and administrative expenses were $34.8 million for the 2026 second quarter, compared to $26.2 million for the 2025 second quarter. Of these amounts, share-based compensation expense was $4.9 million for the second quarter of 2026, compared to $0.8 million in the 2025 second quarter, primarily due to less benefit in the 2026 period from the change in fair value of the performance awards that contain a cash-settlement feature and are marked to fair value quarterly, along with additional expense from new stock awards granted in 2025 and the 2026 first quarter. With certain performance awards granted in 2025 and 2024 having cash-settlement features, we expect there will be volatility in our stock compensation expense quarter-to-quarter. As of June 30, 2026, none of the 2025 or 2024 performance shares have been earned/vested and will not begin to earn/vest until, for 20 consecutive days, our total shareholder return reaches 20% (based on the April 15, 2025 grant date) for the 2025 performance award and our stock price reaches $7.00 per share for the 2024 performance award. Excluding share-based compensation, general and administrative expenses for the 2026 second quarter were higher than the prior year due to non-cash depreciation and other costs associated with our completed headquarters facility in Birmingham, Alabama and higher travel expenses. 34 Gain on Sale of Real Estate During the three months ended June 30, 2026, the gain on sale of real estate of $6.5 million primarily relates to the Scion/Lifepoint Transaction as described in Note 3 to the condensed consolidated financial statements. During the three months ended June 30, 2025, the gain on sale of real estate of $5.2 million relates to the sale of one facility. Real Estate and Other Impairment Charges, Net In the 2026 second quarter, we recognized $16.8 million of real estate and other impairment charges, of which $15.2 million was recorded to further impair our working capital loans to Insight and Tenor. The remaining charges in the quarter consisted of a negative fair value adjustment on our investments in three hospitals in Colombia, along with non-real estate impairment charges for property taxes and other obligations not paid by our cash-basis tenants. In the same period of 2025, we recognized $1.4 million of real estate and other impairment charges, primarily associated with our three hospitals in Colombia and non-real estate impairment charges, primarily property taxes and other obligations not paid by our cash-basis tenants. These charges in the 2025 second quarter were partially offset by an impairment recovery on our Prospect facilities. See Note 3 to the condensed consolidated financial statements for further details of these charges. Earnings from Equity Interests Earnings from equity interests was $11.4 million for the quarter ended June 30, 2026, compared to earnings of $25.3 million for the same period in 2025. Our share of income in the Utah partnership included a $1.6 million positive fair value adjustment in the second quarter of 2026, primarily related to its interest rate swap; while, the 2025 second quarter included a $15 million favorable fair value adjustment in real estate. The remaining change from 2025 to 2026 relates to higher interest incurred in our MEDIAN joint venture from the refinancing in the 2025 second quarter (as discussed in Note 3 of the condensed consolidated financial statements), partially offset by more rent earned in our Italian joint venture. Other (Including Fair Value Adjustments on Securities) Other expense for the second quarter of 2026 was $1.9 million, compared to other expense of $124.4 million in the prior year period. For the 2025 second quarter, we recognized approximately $125 million in unfavorable non-cash fair value adjustments from our investments marked to fair value, primarily due to an approximate $129 million unfavorable adjustment to our investment in PHP Holdings, partially offset by a favorable adjustment of approximately $4 million related to our investment in Aevis. With certain investments accounted for at fair value, we may have positive or negative fair value adjustments from quarter-to-quarter. Income Tax (Expense) Benefit We typically incur income tax expense related to U.S. federal and state income taxes on our TRS entities, as well as non-U.S. income based or withholding taxes on certain investments located in jurisdictions outside the U.S. The $10.1 million income tax expense for the three months ended June 30, 2026 is primarily based on the income generated by our investments in the U.K. and Germany and is in line with the $9.8 million income tax expense in the second quarter of 2025. We utilize the asset and liability method of accounting for income taxes. Deferred tax assets are recorded to the extent we believe these assets will more likely than not be realized. In making such determination, all available positive and negative evidence is considered, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Based upon our review of all positive and negative evidence, including our three-year cumulative pre-tax book loss position in certain entities, we concluded that a valuation allowance of approximately $541 million should be reflected against certain of our international and domestic net deferred tax assets at June 30, 2026. In the future, if we determine that it is more likely than not that we will realize our net deferred tax assets, we will reverse the applicable portion of the valuation allowance, recognize an income tax benefit in the period in which such determination is made, and potentially incur higher income tax expense in future periods as income is earned. 35 Six Months Ended June 30, 2026 Compared to June 30, 2025 Net income for the six months ended June 30, 2026, was $30.2 million, or $0.05 per share compared to a net loss of ($216.6) million, or ($0.36) per share, for the six months ended June 30, 2025. This increase in net income is primarily driven by (i) a $47.2 million increase in revenue as discussed in detail below, (ii) an approximately $43 million one-time tax benefit in the first quarter of 2026 from moving seven additional U.K. entities into our U.K. REIT as described in Note 5 to the condensed consolidated financial statements, (iii) $77.5 million of impairment charges primarily related to Prospect and certain of our Colombia assets along with $156 million of unfavorable fair value adjustments primarily related to our investments in PHP Holdings and Aevis in the first half of 2025, as compared to $36 million of impairment charges and $6 million of unfavorable non-cash fair value adjustments in the same period of 2026. The increase in net income was partially offset by higher interest expense and depreciation expense period over period. Normalized FFO, after adjusting for certain items (as more fully described in the section titled "Reconciliation of Non-GAAP Financial Measures" in Item 2 of this Quarterly Report on Form 10-Q), was $174.5 million for the first six months of 2026, or $0.29 per diluted share, as compared to $162.5 million, or $0.27 per diluted share, for the same period of 2025. Revenues A comparison of revenues for the six months ended June 30, 2026 and 2025 is as follows (dollar amounts in thousands): 2026 % of Total 2025 % of Total Year over Year Change Rent billed $ 400,920 78.4 % $ 343,050 73.9 % 16.9 % Straight-line rent 67,504 13.2 % 79,792 17.2 % (15.4 )% Income from financing leases 20,145 3.9 % 19,828 4.3 % 1.6 % Interest and other income 22,779 4.5 % 21,488 4.6 % 6.0 % Total revenues $ 511,348 100.0 % $ 464,158 100.0 % 10.2 % Our total revenues for the first six months of 2026 are up $47.2 million, or 10.2%, over the same period in the prior year. This increase is made up of the following: •Operating lease revenue (includes billed rent and straight-line rent) – up $45.6 million from the same period in the prior year, primarily due to $31.9 million more of lease revenue earned from the retenanting of the former Steward and Prospect-operated facilities, approximately $6.9 million of additional cash received from acquisitions in 2025 and 2026, an increase of $3.8 million due to increases in CPI above the contractual minimum escalations in our leases, $8.4 million of favorable foreign currency fluctuations, and $2.2 million from the completion of capital additions and development projects in 2025 and 2026. These increases were partially offset by approximately $7.4 million lower revenues from property sales in 2025 and 2026. •Income from financing leases – up $0.3 million from the same period in the prior year primarily due to the increase in CPI above the lease contractual minimum escalations. •Interest and other income – up approximately $1.3 million from the same period in the prior year due to the following: oInterest from loans – up $2.1 million from the same period in the prior year, primarily due to additional revenue from new loans between periods, and to a lesser extent, from the escalation of interest rates between periods. oOther income – down $0.8 million from the prior year, as we had less direct reimbursements from our cash basis tenants for ground leases, property taxes, and insurance. Interest Expense Interest expense for the six months ended June 30, 2026 and 2025 totaled $268.6 million and $245.5 million, respectively. This increase is primarily related to a full six months of interest in 2026 related to our February 2025 debt refinancing activities (see Note 4 to the condensed consolidated financial statements for further details) and from the increase in average borrowings on our Credit Facility in the first half of 2026, compared to the same period of 2025. Overall, our weighted-average interest rate was 5.3% for the six months ended June 30, 2026, compared to 5.1% for the same period in 2025. 36 Real Estate Depreciation and Amortization Real estate depreciation and amortization for the first six months of 2026 increased to $139.2 million from $131.3 million for the same period of the prior year. This increase is primarily due to the six California properties, leased to NOR, that were reclassified as operating leases in December 2025, along with capital addition activity and net acquisition and disposal activity during 2025 (as disclosed in previous filings) and the first half of 2026 as more fully described in Note 3 to the condensed consolidated financial statements. Property-related Property-related expenses totaled $21.1 million and $17.9 million for the six months ended June 30, 2026 and 2025, respectively. Of the property-related expenses in the first half of 2026 and 2025, approximately $6.3 million and $7.1 million, respectively, represents costs that were reimbursed by our tenants and included in the "Interest and other income" line on our condensed consolidated statements of net income. The remaining non-reimbursed property expenses are higher period-over-period, primarily due to ongoing expenses (such as property taxes, insurance, maintenance, etc.) incurred at our vacant facilities. General and Administrative General and administrative expenses were $67.0 million for the first half of 2026, compared to $68.1 million for the same period of 2025. Of these amounts, share-based compensation expense was $5.4 million for the first six months of 2026, compared to $18.5 million for the same period of 2025, primarily due to more benefit in the 2026 period from the change in fair value of the performance awards that contain a cash-settlement feature and are marked to fair value quarterly, partially offset by additional expense from stock awards granted in 2025 and the 2026 first quarter. With certain performance awards granted in 2025 and 2024 having cash-settlement features, we expect there will be volatility in our stock compensation expense quarter-to-quarter. As of June 30, 2026, none of the 2025 or 2024 performance shares have been earned/vested and will not begin to earn/vest until, for 20 consecutive days, our total shareholder return reaches 20% (based on the April 15, 2025 grant date) for the 2025 performance award and our stock price reaches $7.00 per share for the 2024 performance award. Excluding share-based compensation, general and administrative expenses for the first six months of 2026 were higher than the prior year due to non-cash depreciation and other costs associated with our completed headquarters facility in Birmingham, Alabama and higher travel expenses. Gain on Sale of Real Estate During the six months ended June 30, 2026, the gain on sale of real estate of $5.7 million relates to the Scion/Lifepoint Transaction and the sale of five facilities as described in Note 3 to the condensed consolidated financial statements. During the six months ended June 30, 2025, the gain on sale of real estate of $13.3 million relates to the sale of three facilities. Real Estate and Other Impairment Charges, Net In the first half of 2026, we recognized $35.8 million of real estate and other impairment charges, primarily associated with our working capital loans to Insight and Tenor and, to a lesser extent, the transition of three vacant properties back to the ground lessor and negative fair value adjustments on our investments in three hospitals in Colombia, along with non-real estate impairment charges for property taxes and other obligations not paid by our cash-basis tenants. In the same period of 2025, we recognized $77.5 million of real estate and other impairment charges, primarily associated with our investments in Prospect and three hospitals in Colombia, as well as ongoing property taxes and other obligations not paid by our cash-basis tenants. Earnings from Equity Interests Earnings from equity interests was $27.1 million for the six months ended June 30, 2026, compared to $39.3 million for the same period in 2025. Our share of income in the Utah partnership included $9 million of positive fair value adjustments in the first six months of 2026, primarily related to a fair value increase in real estate and interest rate swap, compared to a $21 million positive fair value adjustment in the first half of 2025. 37 Our share of income for the MEDIAN joint venture decreased in the first six months of 2026 compared to 2025 due to the refinancing in 2025 as discussed in Note 3 to the condensed consolidated financial statements, but this decrease was offset by additional income earned from our Switzerland and Italian joint ventures. Debt Refinancing and Unutilized Financing Benefit (Costs) Debt refinancing and unutilized financing costs were $3.6 million for the first half of 2025. These costs were incurred primarily as a result of the early redemption of our 3.325% Senior Unsecured Notes due 2025, 2.500% Senior Unsecured Notes due 2026, and 5.250% Senior Unsecured Notes due 2026 - see Note 4 to the condensed consolidated financial statements for further discussion. Other (Including Fair Value Adjustments on Securities) Other expense for the first six months of 2026 was $4.4 million, compared to expense of $169.6 million in the same period of the prior year. For 2026, we recognized approximately $6 million in unfavorable non-cash fair value adjustments from our investments marked to fair value, primarily due to an approximate $5 million unfavorable adjustment to our investment in Aevis. For 2025, we recognized approximately $156 million in unfavorable non-cash fair value adjustments from our investments marked to fair value, primarily due to an approximate $147 million unfavorable adjustment to our investment in PHP Holdings and approximately $8 million related to our investment in Aevis. Income Tax (Expense) Benefit We typically incur income tax expense related to U.S. federal and state income taxes on our TRS entities, as well as non-U.S. income based or withholding taxes on certain investments located in jurisdictions outside the U.S. The $22.7 million income tax benefit for the six months ended June 30, 2026, is largely due to moving seven additional U.K. property holding legal entities into our U.K. REIT that was formed on July 1, 2023. As part of this move, we adjusted the deferred tax liabilities associated with these entities, which resulted in an approximate $43 million one-time tax benefit in the first quarter of 2026. Going forward, these U.K. entities (like the others in the U.K. REIT) will be subject only to a withholding tax on earnings upon distribution out of the U.K. REIT. Excluding this one-time benefit, income tax expense for the first six months of 2026 was in line with the $19.2 million income tax expense in the first half of 2025. We utilize the asset and liability method of accounting for income taxes. Deferred tax assets are recorded to the extent we believe these assets will more likely than not be realized. In making such determination, all available positive and negative evidence is considered, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Based upon our review of all positive and negative evidence, including our three-year cumulative pre-tax book loss position in certain entities, we concluded that a valuation allowance of approximately $541 million should be reflected against certain of our international and domestic net deferred tax assets at June 30, 2026. In the future, if we determine that it is more likely than not that we will realize our net deferred tax assets, we will reverse the applicable portion of the valuation allowance, recognize an income tax benefit in the period in which such determination is made, and potentially incur higher income tax expense in future periods as income is earned. Reconciliation of Non-GAAP Financial Measures Investors and analysts following the real estate industry utilize funds from operations, or FFO, as a supplemental performance measure. FFO, reflecting the assumption that real estate asset values rise or fall with market conditions, principally adjusts for the effects of GAAP depreciation and amortization of real estate assets, which assumes that the value of real estate diminishes predictably over time. We compute FFO in accordance with the definition provided by the National Association of Real Estate Investment Trusts, or Nareit, which represents net income (loss) (computed in accordance with GAAP), excluding gains (losses) on sales of real estate and impairment charges on real estate assets, plus real estate depreciation and amortization, including amortization related to in-place lease intangibles, and after adjustments for unconsolidated partnerships and joint ventures. In addition to presenting FFO in accordance with the Nareit definition, we disclose normalized FFO, which adjusts FFO for items that relate to unanticipated or non-core events or activities or accounting changes that, if not noted, would make comparison to prior period results and market expectations less meaningful to investors and analysts. We believe that the use of FFO, combined with the required GAAP presentations, improves the understanding of our operating results among investors and the use of normalized FFO makes comparisons of our operating results with prior periods and other companies more meaningful. While FFO and normalized FFO are relevant and widely used supplemental measures of operating and financial performance of REITs, they should not be viewed as a substitute measure of our operating performance since the measures do not reflect either depreciation and amortization costs or the level of capital expenditures and leasing costs (if any are not paid by 38 our tenants) to maintain the operating performance of our properties, which can be significant economic costs that could materially impact our results of operations. FFO and normalized FFO should not be considered an alternative to net income (loss) (computed in accordance with GAAP) as indicators of our financial performance or to cash flow from operating activities (computed in accordance with GAAP) as an indicator of our liquidity. The following table presents a reconciliation of net (loss) income attributable to MPT common stockholders to FFO and Normalized FFO for the three and six months ended June 30, 2026 and 2025 (in thousands except per share data): For the Three Months Ended For the Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 FFO information: Net (loss) income attributable to MPT common stockholders $ (2,595 ) $ (98,357 ) $ 30,232 $ (216,632 ) Participating securities’ share in earnings (407 ) (224 ) (868 ) (341 ) Net (loss) income, less participating securities’ share in earnings $ (3,002 ) $ (98,581 ) $ 29,364 $ (216,973 ) Depreciation and amortization 86,021 81,332 171,903 158,223 Gain on sale of real estate (6,554 ) (5,212 ) (4,538 ) (13,271 ) Real estate impairment charges (recoveries) 1,605 (17,715 ) 10,642 47,968 Funds from operations $ 78,070 $ (40,176 ) $ 207,371 $ (24,053 ) Other impairment charges, net 15,324 19,613 25,793 33,511 Litigation, bankruptcy and other costs 1,435 2,156 3,067 12,203 Share-based compensation (fair value adjustments) (1) (4,825 ) (9,540 ) (13,287 ) (13 ) Non-cash fair value adjustments 2,235 108,827 (3,333 ) 135,436 Tax rate changes and other — 19 (45,155 ) 1,121 Debt refinancing and unutilized financing costs — 463 — 4,259 Normalized funds from operations $ 92,239 $ 81,362 $ 174,456 $ 162,464 Per diluted share data: Net (loss) income, less participating securities’ share in earnings $ (0.01 ) $ (0.16 ) $ 0.05 $ (0.36 ) Depreciation and amortization 0.15 0.13 0.29 0.26 Gain on sale of real estate (0.01 ) (0.01 ) (0.01 ) (0.02 ) Real estate impairment charges (recoveries) — (0.03 ) 0.02 0.08 Funds from operations $ 0.13 $ (0.07 ) $ 0.35 $ (0.04 ) Other impairment charges, net 0.03 0.04 0.04 0.05 Litigation, bankruptcy and other costs — — 0.01 0.02 Share-based compensation (fair value adjustments) (1) (0.01 ) (0.02 ) (0.02 ) — Non-cash fair value adjustments — 0.19 (0.01 ) 0.23 Tax rate changes and other — — (0.08 ) — Debt refinancing and unutilized financing costs — — — 0.01 Normalized funds from operations $ 0.15 $ 0.14 $ 0.29 $ 0.27 (1)Total share-based compensation expense is $4.9 million and $0.9 million for the three months ended June 30, 2026 and 2025, respectively, and $5.4 million and $18.5 million for the six months ended June 30, 2026 and 2025, respectively, (including certain awards that are to be settled in cash). Cash-settled awards are typically recorded in accordance with GAAP at fair value and remeasured at each balance sheet date until settlement. The resulting fluctuations, which are primarily driven by changes in our stock price rather than operational performance, can introduce significant volatility in our earnings. To enhance comparability and provide a more stable view of performance over time, NFFO reflects additional expense of $4.8 million and $9.5 million in the three months ended June 30, 2026 and 2025, respectively, and $13.3 million and less than $0.1 million in the six months ended June 30, 2026 and 2025, respectively, to arrive at total share-based compensation expense using grant date fair value for all awards (including cash-settled awards) of $9.7 million and $10.4 million for the three months ended June 30, 2026 and 2025, respectively, and $18.7 million and $18.5 million for the six months ended June 30, 2026 and 2025, respectively. LIQUIDITY AND CAPITAL RESOURCES 2026 Cash Flow Activity During the first six months of 2026, we generated approximately $48 million of cash flows from operating activities, which were slightly lower than the first six months of 2025 primarily due to a $59 million increase in interest paid in the first six months of 39 2026 compared to the same period in 2025 due to the February 2025 refinancing activities along with more cash paid for property-related and general and administrative expenses, partially offset by an approximate $58 million increase in rent billed, including $34 million increase in rent received from cash-basis tenants. We used these operating cash flows, cash on-hand, proceeds from the revolving portion of our Credit Facility, and proceeds from repayment of loans receivable and asset sales to fund our dividends and other investing activities. During the first six months of 2026, our investing and financing activities included: a)the sale of five facilities for total proceeds of approximately $31 million, of which $12 million was received in advance of the sale in the first quarter of 2025; b)the completion of the Scion/Lifepoint Transaction as further described in Note 3 to the condensed consolidated financial statements; c)the closing of an acquisition of one property in Germany for approximately €23 million; d)the advancing of $50 million in working capital loans to HSA (see Note 3 to the condensed consolidated financial statements for more detail), of which we have been repaid $25 million post June 30, 2026, and expect further proceeds in the near future; e)formally extending the revolving portion of our Credit Facility from June 30, 2026 to December 30, 2026, with an option to extend to June 30, 2027, subject to satisfaction of certain conditions; and f)progress towards the conclusion of the Prospect bankruptcy, which as discussed in Note 3 to the condensed consolidated financial statements, included the Prospect’s bankruptcy plan becoming effective. During the period, we received approximately $60 million from Connecticut and Pennsylvania asset sales and collection of Connecticut accounts receivable, while funding $62 million of the $65 million bankruptcy court approved funding commitment (as disclosed in our 2025 Annual Report) and expect to fund the remaining $3 million commitment in the 2026 third quarter. Although no assurances can be given as to the amount to be received or timing of such collections, we expect to collect our remaining loan of $67 million at June 30, 2026, from a combination of a) collection of remaining Connecticut accounts receivable and b) proceeds from certain of Prospect’s causes of action. See below for additional liquidity related activities occurring subsequent to June 30, 2026: Refinancing On August 10, 2026, we agreed to a privately negotiated issuance of $2.4 billion in new secured notes. These new notes carry a 9.25% fixed coupon rate and mature in 2032. Approximately $1.0 billion of proceeds from these new notes, in the form of cash, will be used to pay off our 0.993% Senior Unsecured Notes due 2026 in full and redeem approximately 27% of our 5.000% Senior Unsecured Notes due 2027. The remaining proceeds will be in the form of a note exchange to retire a portion of our existing 2027, 2028, 2029, 2030, and 2031 senior unsecured notes. We expect the transaction to close imminently and that we will capture a discount of approximately $123 million, net of certain lender fees and incur customary third-party fees and expenses. With that said, given the senior unsecured notes being paid down with cash have set redemption notice periods, we may not be able to settle these notes for 10 to 30 days. Infracore Investment Monetization On July 9, 2026, Infracore SA ("Infracore"), a Swiss hospital real estate company in which we held a non-controlling ownership interest, completed an initial public offering and listing of its shares on the SIX Swiss Exchange under the ticker symbol "INFRAC." The initial listing price was CHF 54.00 per share. In connection with the offering, Infracore issued approximately 3.7 million new shares and received approximately CHF 200 million in gross proceeds. We sold approximately 0.7 million of our Infracore shares in the offering, resulting in total gross proceeds of approximately CHF 38 million. The offering reduced our ownership interest in Infracore from 70% to approximately 48.5%. On July 13, 2026, we received approximately CHF 46 million from Infracore related to the repayment of outstanding shareholder loans and payment of the 2023 dividend. We expect to receive approximately CHF 28 million for payment of the 2025 dividends in the third quarter of 2026. 40 Property Disposals On August 10, 2026, we closed on the sale of the five properties in the Utah partnership, which generated approximately $172 million. Subsequent to June 30, 2026, we have entered into agreements for the sale of certain other assets that could generate $200 million to $400 million in 2026, although no assurances can be given on the amount or timing of such proceeds. These property sales are subject to due diligence, regulatory approvals, and other customary closing conditions. Debt Covenant Compliance See Note 4 to the condensed consolidated financial statements for detail of our covenant requirements. As of August 10, 2026, we are in compliance with all such financial and operating covenants. 2025 Cash Flow Activity During the first six months of 2025, we generated approximately $52 million of cash flows from operating activities. We used these operating cash flows, proceeds from our Credit Facility, and proceeds from asset sales to fund our dividends and other investing activities. During the first half of 2025, we repaid the remaining outstanding balance of the British pound sterling term loan due 2025 of £493 million, with a combination of cash on hand and available capacity under our Credit Facility. We also completed a private offering of $1.5 billion in aggregate principal amount of senior secured notes due 2032 and €1.0 billion aggregate principal amount of senior secured notes due 2032. The net proceeds from the offering were approximately $2.5 billion after deducting discounts, commissions, and other offering related expenses. We used the net proceeds from the offering to fund the redemption of our 3.325% Senior Unsecured Notes due 2025, 2.500% Senior Unsecured Notes due 2026, and 5.250% Senior Unsecured Notes due 2026, with the remainder of net proceeds used to pay down our Credit Facility by approximately $800 million. Short-term Liquidity Requirements: Our short-term liquidity requirements typically consist of property-related expenses, general and administrative expenses, dividends in order to comply with REIT requirements, interest payments on our debt, and planned funding commitments on development and capital improvement projects for the next twelve months. Our monthly rent and interest receipts and distributions from our joint venture arrangements are typically enough to cover our short-term liquidity requirements. Over the next twelve months, we expect our monthly rent and interest receipts to increase with our contractually required annual escalations, from the ramp up of cash rents from the tenants that replaced Steward and the Prospect California facilities, and from the completion of certain development projects. We expect these rent and interest increases to outpace the higher interest cost that may be associated with refinancing maturities coming due within the next twelve months; however, no assurances can be given. Prior to the completion of the $2.4 billion private secured notes transaction more fully described in Note 12 to the condensed consolidated financial statements, we had $0.3 billion of cash on-hand as of August 10, 2026 and $1.3 billion of debt coming due within the next twelve months, inclusive of the June 30, 2027 maturity of our existing Credit Facility (assuming the second six-month extension of the revolving portion is exercised) and the 0.993% Senior Unsecured Notes due 2026. With the completion of the $2.4 billion secured notes transaction, which is expected to close imminently, we will use a portion of the proceeds to pay off the 0.993% Senior Unsecured Notes due 2026 in full. This will leave only the Credit Facility (current outstanding balance of $0.7 billion) due within the next 12 months. However, we have a plan to address this near-term maturity through a combination of: •available cash on-hand along with the approximate $172 million of proceeds from the sale of the five properties in the Utah partnership on August 10, 2026; •completing certain other asset sales that could generate cash proceeds in the $200 million to $400 million range; •issuing new USD, EUR, or GBP denominated debt securities; and •entering into a new Credit Facility with a multi-year term. In addition to our plan above, we may complete various other strategic property dispositions and access our ATM program for the sale of up to $500 million of our common stock, if needed. We believe our plan discussed above and routine cash receipts of rent and interest, can fund our short-term liquidity requirements. 41 Long-term Liquidity Requirements: Our long-term liquidity requirements generally consist of the same requirements described above under "Short-term Liquidity Requirements" along with investments in real estate and the funding of debt maturities coming due after the next twelve months. At this time, we do not expect any material new investments of real estate in the foreseeable future. As described previously, our monthly rent and interest receipts and distributions from our joint venture arrangements along with our current cash on-hand of approximately $0.3 billion at August 10, 2026, are typically enough to cover our short-term liquidity requirements. However, to further improve cash flows and to fund future debt maturities, including those coming due in the next 12 months discussed above, we will need to look to other sources, which may include one or a combination of the following: •property sales or the monetization of a portion of our real estate joint ventures; •entering into a new Credit Facility with a multi-year term; •monetizing our investment in operators; •reducing our dividend (or switching to a stock dividend), while still complying with REIT requirements and credit facility covenants; •identifying and implementing cost reduction opportunities; •entering into additional secured loans on real estate; •entering into new bank term loans or issuing new USD, EUR, or GBP denominated debt securities; and •sale of equity securities. However, there is no assurance that conditions will be favorable for such possible transactions or that our plans will be successful. Principal payments due on our debt (which exclude the effects of any discounts, premiums, or debt issue costs recorded) as of August 10, 2026 (after completion of the $2.4 billion refinancing transaction discussed previously) are expected to be as follows (in thousands): 2026 $ 475,250 (1) 2027 865,397 2028 604,812 2029 581,229 2030 394,304 Thereafter 6,589,509 Total $ 9,510,501 (1)Represents the outstanding balance of our revolving credit facility for which we have an option to extend to June 30, 2027, subject to the satisfaction of certain conditions - see Note 4 to the condensed consolidated financial statements for further details. Contractual Commitments We presented our contractual commitments in our 2025 Annual Report and have updated our expectations herein for significant changes through August 10, 2026, including after the completion of the $2.4 billion refinancing transaction as further described in Note 12 to the condensed consolidated financial statements. Contractual Commitments 2026(1) 2027 2028 2029 2030 Thereafter Total Senior unsecured notes $ 30,427 $ 785,248 $ 692,941 $ 645,481 $ 431,674 $ 699,519 $ 3,285,290 Senior secured notes 182,405 430,175 430,175 430,175 430,175 5,624,996 7,528,101 Revolving credit facility 487,338 — — — — — 487,338 (1)This column represents obligations post August 10, 2026. 42 Distribution Policy The table below is a summary of our distributions declared (and paid in cash) during the two-year period ended June 30, 2026: Declaration Date Record Date Date of Distribution Distribution per Share May 28, 2026 June 18, 2026 July 16, 2026 $ 0.09 February 12, 2026 March 12, 2026 April 9, 2026 $ 0.09 November 17, 2025 December 11, 2025 January 8, 2026 $ 0.09 August 14, 2025 September 11, 2025 October 9, 2025 $ 0.08 May 29, 2025 June 18, 2025 July 17, 2025 $ 0.08 February 13, 2025 March 10, 2025 April 10, 2025 $ 0.08 November 21, 2024 December 12, 2024 January 9, 2025 $ 0.08 August 22, 2024 September 9, 2024 October 10, 2024 $ 0.08 It is our policy to make sufficient distributions to stockholders in order for us to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended, and to efficiently manage corporate income and excise taxes on undistributed income. Although we have only made cash distributions historically, we may consider making stock dividends in the future for liquidity purposes, while still complying with REIT requirements. In addition, our Credit Facility limits the amount of cash dividends we can make. See Note 4 to the condensed consolidated financial statements for further information.