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What changed in MEDICAL PROPERTIES TRUST INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MEDICAL PROPERTIES TRUST INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+322 added−319 removedSource: 10-K (2026-02-26) vs 10-K (2025-03-03)

Top changes in MEDICAL PROPERTIES TRUST INC's 2025 10-K

322 paragraphs added · 319 removed · 244 edited across 7 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

134 edited+20 added−26 removed151 unchanged
Biggest changeAdverse U.S. and global market, economic and political conditions, including dislocations and volatility in the credit markets, elevated levels of inflation and interest rates, and general global economic uncertainty, could have a material adverse effect on our business, results of operations, and financial condition as a result of the following potential consequences, among others: • reduced values of our properties may limit our ability to dispose of assets at attractive prices, or at all, or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans; and • our ability to obtain financing on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and redevelopment opportunities, refinance existing debt, reduce our returns from our acquisition and redevelopment activities, reduce our ability to sell properties or re-tenant properties at favorable terms, and increase our future interest expense.
Biggest changeAdverse U.S. and global market, economic and political conditions, including dislocations and volatility in the credit markets, elevated levels of inflation and interest rates, and general global economic uncertainty, could have a material adverse effect on our business, results of operations, and financial condition as a result of the following potential consequences, among others: • reduced values of our properties may limit our ability to dispose of assets at attractive prices, or at all, or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans; • our ability to obtain financing on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and redevelopment opportunities, refinance existing debt, reduce our returns from acquisition and redevelopment activities, reduce our ability to sell properties or re-tenant properties on favorable terms, and increase our future interest expense; and • adverse economic or operating conditions affecting our tenants could result in late payments, rent deferrals, restructurings or nonpayment, and could increase our costs for and the time required to re-tenant or sell affected properties, which could adversely affect our cash flows and results of operations.
Some statements in this report, including statements in the following risk factors, constitute forward-looking statements. See “A Warning About Forward Looking Statements” at the beginning of this Annual Report.
Some statements in this Annual Report, including statements in the following risk factors, constitute forward-looking statements. See “A Warning About Forward Looking Statements” at the beginning of this Annual Report.
We rely on our tenants to provide us with accurate financial and other information under the terms of our leases or in the ordinary course of business relationship, which we, in turn, use for making business decisions, assessing risk and calculating and reporting tenant coverage and other data.
We rely on our tenants to provide us with accurate financial and other information under the terms of our leases or in the ordinary course of our business relationship, which we, in turn, use for making business decisions, assessing risk, and calculating and reporting tenant coverage and other data.
If the financial or other information provided to us by our tenants is not accurate, our reported tenant coverage and other data, which is based on such tenant-provided information might prevent us from making a timely or accurate business decision or adequately assessing risk in connection with a tenant, which could adversely impact our financial condition, results of operations, stock price, and reputation.
If the financial or other information provided to us by our tenants is not accurate or timely, our reported tenant coverage and other data, which is based on such tenant-provided information, might prevent us from making a timely or accurate business decision or adequately assessing risk in connection with a tenant, which could adversely impact our financial condition, results of operations, stock price, and reputation.
The terms of our credit facility ("Credit Facility") and the indentures governing our outstanding senior notes and other debt instruments that we may enter into in the future are subject to customary financial, operational, and reporting covenants.
The terms of our Credit Facility and the indentures governing our outstanding senior notes and other debt instruments that we may enter into in the future are subject to customary financial, operational, and reporting covenants.
Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our facilities and harm our financial condition. Real estate investments are relatively illiquid.
The illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our facilities and harm our financial condition. Real estate investments are relatively illiquid.
Capital expenditures for facility renovation may be greater than anticipated and may adversely impact rent payments by our tenants and our ability to service debt and make distributions to stockholders. Facilities, particularly those that consist of older structures, have an ongoing need for capital improvements, including periodic replacement of fixtures and fixed equipment.
Capital expenditures for facility renovation may be greater than anticipated and may adversely impact rent payments by our tenants and our ability to service our debt and make distributions to our stockholders. Facilities, particularly those that consist of older structures, have an ongoing need for capital improvements, including periodic replacement of fixtures and fixed equipment.
As with the U.S. healthcare industry, our tenants in the U.K., South America, and other parts of Europe are also subject in some instances to comparable types of laws, regulations, and rules that affect their ownership and operation of healthcare facilities.
As with the U.S. healthcare industry, our tenants in the U.K., other parts of Europe, and South America are also subject in some instances to comparable types of laws, regulations, and rules that affect their ownership and operation of healthcare facilities.
In addition, establishment of healthcare facilities and transfers of operations of healthcare facilities in the U.S. are typically subject to regulatory approvals, such as federal antitrust laws and state certificate of need laws in the U.S.
In addition, establishment of healthcare facilities and transfers of operations of healthcare facilities in the U.S. are typically subject to federal and state regulatory approvals, such as federal antitrust laws and state certificate of need laws in the U.S.
The nature and timing of any changes to each jurisdiction’s tax laws and the impact on our future tax exposure both in the U.S. and abroad cannot be predicted with any accuracy but could materially and adversely impact our results of operations and cash flows. 39 ITEM 1B. U nresolved Staff Comments None.
The nature and timing of any changes to each jurisdiction’s tax laws and the impact on our future tax exposure both in the U.S. and abroad cannot be predicted with any accuracy but could materially and adversely impact our results of operations and cash flows. ITEM 1B. U nresolved Staff Comments None. 39
We may be subject to risks in connection with our acquisition of healthcare real estate, including: • we may have no previous business experience with the tenants at the facilities acquired, and we may face difficulties in working with them; • underperformance of the acquired facilities due to various factors, including unfavorable terms and conditions of any acquired lease agreements, disruptions caused by the management of our tenants, or changes in economic conditions; • diversion of our management’s attention away from other business concerns; 31 • exposure to any undisclosed or unknown potential liabilities (including environmental liabilities) relating to the acquired facilities (or entities acquired in a share deal); and • potential underinsured losses on the acquired facilities.
We may be subject to risks in connection with our acquisition of healthcare real estate, including: • we may have no previous business experience with the tenants at the facilities acquired, and we may face difficulties in working with them; • underperformance of the acquired facilities due to various factors, including unfavorable terms and conditions of any acquired lease agreements, disruptions caused by the management of our tenants, or changes in economic conditions; • diversion of our management’s attention away from other business concerns; • exposure to any undisclosed or unknown potential liabilities (including environmental liabilities) relating to the acquired facilities (or entities acquired in a share deal); and • potential underinsured losses on the acquired facilities.
In addition, the revenues and expenses incurred internationally are denominated in either euros, British pounds, Swiss francs, or Colombian pesos, which could expose us to losses resulting from fluctuations in exchange rates to the extent we have not hedged our position, which in turn could adversely affect our revenues, operating margins, and dividends, and may also affect the book value of our assets and the amount of stockholders’ equity.
In addition, the revenues and expenses incurred internationally are denominated in either euros, British pounds, Swiss francs, or Colombian pesos, which could expose us to losses resulting from fluctuations in exchange rates to the extent we have not hedged our position, which in turn could adversely affect our revenues, operating margins, and dividends, and may also affect the book value of our assets and stockholders’ equity.
For example, our Credit Facility imposes certain restrictions on us, including restrictions on our ability to: incur debts; create or incur liens; provide guarantees in respect of obligations of any other entity; make redemptions and repurchases of our capital stock; prepay, redeem, or repurchase debt; engage in mergers or consolidations; enter into affiliated transactions; dispose of real estate; and change our business.
For example, our Credit Facility imposes certain restrictions on us, including restrictions on our ability to: incur debts; create or incur liens; provide guarantees in 28 respect of obligations of any other entity; make redemptions and repurchases of our capital stock; prepay, redeem, or repurchase debt; engage in mergers or consolidations; enter into affiliated transactions; dispose of real estate; and change our business.
RISKS RELATING TO THE HEALTHCARE INDUSTRY The continued pressure on healthcare reimbursement in the U.S. and other countries in which we do business, including shifts from fee-for-service reimbursement towards alternative payment models, other healthcare policy reforms, and government cost cutting measures, could adversely affect the profitability of our tenants and hinder their ability to make payments to us.
RISKS RELATING TO THE HEALTHCARE INDUSTRY The continued pressure on healthcare reimbursement in the U.S. and other countries in which we do business, including shifts from fee-for-service reimbursement towards alternative payment models, other healthcare policy reforms, and government cost cutting measures, could adversely affect the profitability of our tenants and their ability to make payments to us.
Our indebtedness could have significant effects on our business, including by: • requiring us to use a substantial portion (or all) of our cash flow from operations to service our indebtedness, which would reduce available cash flow to fund working capital, development projects, and other general corporate purposes, as well as cash distributions; • forcing us to dispose of one or more of our properties, possibly on disadvantageous terms, to make payments on our debt; • reducing our ability to extend existing bank debt or refinance debt on favorable terms; • increasing our vulnerability to general adverse economic and industry conditions; • limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • restricting us from making strategic acquisitions or exploiting other business opportunities; and • placing us at a competitive disadvantage compared to our competitors that have less debt.
Our indebtedness could have significant adverse effects on our business, including by: • requiring us to use a substantial portion (or all) of our cash flows from operations to service our indebtedness, which would reduce available cash flows to fund working capital, development projects, and other general corporate purposes, as well as cash distributions; • forcing us to dispose of one or more of our properties, possibly on disadvantageous terms, to make payments on our debt; • reducing our ability to extend existing bank debt or refinance debt on favorable terms; • increasing our vulnerability to general adverse economic and industry conditions; • limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • restricting us from making strategic acquisitions or exploiting other business opportunities; and • placing us at a competitive disadvantage compared to our competitors that have less debt.
However, depending on the terms of any specific transaction, taxing authorities might take the position that the transaction is not a “true lease”. In the event any sale-leaseback transaction is challenged and successfully re-characterized, we might not be able to deduct depreciation expense on the real estate, resulting in potential higher income taxes.
However, depending on the terms of any specific transaction, taxing authorities might take the position that the transaction is not a “true lease”. In the event any 38 sale-leaseback transaction is challenged and successfully re-characterized, we might not be able to deduct depreciation expense on the real estate, resulting in potential higher income taxes.
In addition, our tenants operate in the healthcare industry, which is highly regulated by U.S. federal, state, and local laws along with laws in Europe and South America and changes in regulations may temporarily impact our tenants’ operations until they are able to make the appropriate adjustments to their business.
In addition, our tenants operate in the healthcare industry, which is highly regulated by U.S. federal, state, and local laws along with laws in Europe and South America and changes in applicable laws and regulations may temporarily impact our tenants’ operations until they are able to make the appropriate adjustments to their business.
Similarly, these changes could have a material impact on our tenants’/borrowers’ reported financial condition or results of operations or could affect our tenants’ preferences regarding leasing real estate. 37 TAX RISKS Loss of our tax status as a REIT would have significant adverse consequences to us and the value of our common stock.
Similarly, these changes could have a material impact on our tenants’/borrowers’ reported financial condition or results of operations or could affect our tenants’ preferences regarding leasing real estate. TAX RISKS Loss of our tax status as a REIT would have significant adverse consequences to us and the value of our common stock.
The process of finding and negotiating with a new tenant, along with costs (such as maintenance, property taxes, utilities, ground lease expenses, etc.) that we will incur while the facility is untenanted, may be costly and require a disproportionate amount of our management’s attention.
The process of finding and negotiating with a new tenant, along with costs (such as maintenance, property taxes, utilities, ground lease expenses, etc.) that we will incur while the facility is potentially untenanted, may be costly and require a disproportionate amount of our management’s attention.
If the market price of our common stock declines significantly, you may be unable to sell your shares at or above 29 your purchase price. In addition, such a share price decline could impair our ability to raise future capital through a sale of additional equity securities.
If the market price of our common stock declines significantly, you may be unable to sell your shares at or above your purchase price. In addition, such a share price decline could impair our ability to raise future capital through a sale of additional equity securities.
Although we have taken steps to protect the security of our information systems and the data maintained in those systems, it is possible that our safety and security measures will not prevent the systems’ improper functioning or the improper access or disclosure of our or our tenant’s information, such as in the event of cyber-attacks.
Although we have taken steps to protect the security of our information systems and the data maintained in those systems, it is possible that our safety and security measures will not prevent the systems’ improper functioning or the improper access or disclosure of our or our tenant’s 36 information, such as in the event of cyber attacks.
A new or replacement operator may require different features in a property, depending on that operator’s particular business. If a current operator is unable to pay rent and/or vacates a property, we may incur substantial expenditures to modify a property before we are able to secure another tenant.
A new or replacement operator may require different features in a property, depending on that operator’s particular business. If a current operator is unable to pay rent and/or vacates a property, we may incur substantial capital expenditures to modify a property before we are able to secure another tenant.
The U.S. government, as well as the governments of many of the locations in which we operate (such as Germany, the U.K., Colombia, Portugal, Spain, Finland, and Luxembourg, which is where most of our Europe entities are domiciled) are actively discussing changes to corporate taxation.
In addition, the U.S. government, as well as the governments of many of the locations in which we operate (such as Germany, the U.K., Colombia, Portugal, Spain, Finland, and Luxembourg, which is where most of our Europe entities are domiciled) are actively discussing changes to corporate taxation.
The REIT qualification requirements are extremely complex, and interpretations of the U.S. federal income tax laws governing qualification as a REIT are limited. Accordingly, there is no assurance that we will be successful in operating so as to qualify as a REIT.
The REIT qualification requirements are extremely complex, and interpretations of the U.S. federal income tax laws governing qualification as a REIT are limited. Accordingly, there is no assurance that we will be successful in operating so as to 37 qualify as a REIT.
In instances where we have an equity investment in the operator, in addition to the effect on these tenants’/borrowers’ ability to meet their financial obligations to us, our ownership and investment interests may also be negatively impacted.
In instances where we have an 34 equity investment in the operator, in addition to the effect on these tenants’/borrowers’ ability to meet their financial obligations to us, our ownership and investment interests may also be negatively impacted.
Development and construction risks could adversely affect our ability to service debt and make distributions. We have developed and constructed facilities in the past and are currently developing several facilities.
Development and construction risks could adversely affect our ability to service our debt and make distributions to our stockholders. We have developed and constructed facilities in the past and are currently developing several facilities.
Although not a comprehensive list, some possible factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include: • actual or anticipated variations in our quarterly operating results or distributions; • changes in our earnings estimates, or publications of research, news, or other reports about us or the real estate industry; • changes in market valuations of similar companies; • changes in the market value of our facilities; • adverse market reaction to any increased indebtedness we incur in the future; • additions or departures of key management personnel; • actions by institutional stockholders; • an oversupply of, or a reduction in demand for, general acute care hospitals, behavioral health facilities, post acute care facilities, or freestanding ER/urgent care facilities; • speculation in the press or investment community; • short-selling activity; • the financial performance and health of our tenants; and • general market and economic conditions, including inflation and rising interest rates.
Although not a comprehensive list, some possible factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include: • actual or anticipated variations in our quarterly operating results or distributions; • changes in our earnings estimates, or publications of research, news, or other reports about us or the real estate or healthcare industries; • changes in market valuations of similar companies; • changes in the market value of our facilities; • adverse market reaction to any increased indebtedness we incur in the future; • additions or departures of key management personnel; • actions by institutional stockholders; • an oversupply of, or a reduction in demand for, general acute care hospitals, behavioral health facilities, post acute care facilities, or freestanding ER/urgent care facilities; 29 • speculation in the press or investment community; • short-selling activity; • the financial performance and health of our tenants; and • general market and economic conditions, including inflation and rising interest rates.
This, in turn, could have a material adverse effect on our financial condition and results of operations and could negatively affect our ability to service our debt and make distributions.
This, in turn, could have a material adverse effect on our financial condition and results of operations and could negatively affect our ability to service our debt and make distributions to our stockholders.
We expect to fund our development projects over time. The time frame required for development and construction of these facilities means that we may have to wait for some time to earn significant cash returns. In addition, our tenants may not be able to obtain managed care provider contracts in a timely manner or at all.
We expect to fund our development projects over time. The time frame required for development and construction of these facilities means that we may have to wait for some time to earn significant cash returns. In addition, our tenants may not be able to obtain managed care provider contracts for new developments in a timely manner or at all.
As disclosed elsewhere in this Annual Report, operational challenges for certain operators have in the past, and may in the future, impact our ability to recover our investments, in part or at all, and therefore could have a material adverse impact on our financial condition, results of operations, stock price, and ability to make distributions to our stockholders.
As disclosed elsewhere in this Annual Report, operational challenges for certain operators have in the past, and may in the future, impact our ability to recover our investments, in part or at all, and therefore could have a material adverse impact on our financial condition, results of operations, stock price, and ability to service our debt and make distributions to our stockholders.
Special meetings of stockholders can only be called by our president, our Board, or the holders of at least 25% of stock entitled to vote at the meetings.
Special meetings of stockholders can only be called by our president, our Board of Directors, or the holders of at least 25% of stock entitled to vote at the meetings.
If principal payments due at maturity cannot be refinanced, extended, or repaid with proceeds from other sources, such as new equity capital, joint venture proceeds, or sales of facilities, our cash flow may not be sufficient to repay all maturing debt in years when significant balloon payments come due.
If principal payments due at maturity cannot be refinanced, extended, or repaid with proceeds from other sources, such as new equity capital, joint venture proceeds, or sales of facilities, our cash flows may not be sufficient to repay all maturing debt in years when significant balloon payments come due.
Certain healthcare facilities in which we invest may be subject to state laws in the U.S. which require regulatory approval in the form of a certificate of need prior to the transfer of a healthcare facility or prior to initiation of certain projects, including the establishment of new or replacement facilities, the addition of beds, the addition or expansion of services, and certain capital expenditures.
Certain U.S. healthcare facilities in which we invest may be subject to state laws that require regulatory approval in the form of a certificate of need prior to the transfer of a healthcare facility or prior to initiation of certain projects, including the establishment of new or replacement facilities, the addition of beds, the addition of new or expansion of existing services, and certain capital expenditures.
If any of these events occur, we may need to provide additional funding to the joint ventures to meet its obligations, incur additional expenses to resolve disputes, or be forced to buy out the partner’s interest or to sell our interests at a time that is not advantageous to us.
If any of these events occur, we may need to provide additional funding to the joint ventures to meet our obligations, incur additional expenses to resolve disputes, or be forced to buy out the partner’s interest or to sell our interest at a time that is not advantageous to us.
Finally, if our facility lease expires or is terminated for whatever reason resulting in the tenant vacating the facility, we would be responsible for the ground lease payments until we found a replacement tenant, which would negatively impact our cash flows and results of operations.
Finally, if our facility lease expires or is terminated for whatever reason resulting in the tenant vacating the facility, we would be responsible for the ground lease payments until we find a replacement tenant, which would negatively impact our cash flows and results of operations.
REIT, the related U.K. operations would be subject to higher tax rates like non-REITs. As a result of all these factors, a loss or revocation of our REIT status could have a material adverse effect on our financial condition and results of operations and would adversely affect the value of our common stock.
REIT, the related U.K. operations would be subject to higher tax rates like non-REITs. As a result of all these factors, a loss or revocation of our REIT status (whether in the U.S. or U.K.) could have a material adverse effect on our financial condition and results of operations and could adversely affect the value of our common stock.
Delayed or withheld payments may be due to a variety of reasons including, but not limited to, initial denials based on incomplete or inaccurate documentation, payors strategically slowing payments, a lack of funds available, or a combination of these and other factors. Delayed or withheld payments to our tenants may impact those tenants’ cash flow and working capital.
Delayed or withheld payments may be due to a variety of reasons including, but not limited to, initial denials based on incomplete or inaccurate documentation, payors strategically slowing payments, a lack of funds available, or a combination of these and other factors. Delayed or withheld payments to our tenants may impact our tenants’ cash flows and working capital.
It is possible that future economic, market, legal, tax, or other considerations may cause our Board to revoke the REIT election, which it may do without stockholder approval.
It is possible that future economic, market, legal, tax, or other considerations may cause our Board of Directors to revoke the REIT election, which it may do without stockholder approval.
We have acquired interests in 21 facilities, at least in part, by acquiring leasehold interests in the land on which the facility is located rather than an ownership interest in the land.
We have acquired interests in 20 facilities, at least in part, by acquiring leasehold interests in the land on which the facility is located rather than an ownership interest in the land.
However, these hedging arrangements involve risk, including the risk that counterparties may fail to honor their obligations, that these arrangements may not be effective in reducing our exposure to interest rate changes, and that these arrangements may result in higher interest rates than we would otherwise have (in the case of our interest rate swaps).
However, these hedging arrangements involve risk, including the risk that counterparties may fail to honor their obligations, and that the arrangements may not be effective in reducing our exposure to interest rate changes, and may result in higher interest rates than we would otherwise have.
Our development and related construction activities may subject us to the following risks: we may have to compete for suitable development sites; our ability to complete construction is dependent on there being no title, environmental, or other legal proceedings arising; we may be subject to delays due to weather conditions, strikes, supply chain disruptions, available labor, and other contingencies beyond our control; we may be unable to obtain, or suffer delays in obtaining necessary zoning, land-use, building, occupancy, and other required governmental permits, which could result in increased costs, delays, or our abandonment of these projects; and we may incur construction costs for a facility which exceed our original estimates due to increased costs for materials or labor or other costs that we did not anticipate.
Our development and related construction activities may subject us to a number of risks, including: • we may have to compete for suitable development sites; • our ability to complete construction is dependent on there being no title, environmental, or other legal proceedings in connection with the project; • we may be subject to delays due to weather conditions, strikes, supply chain disruptions, available labor, and other contingencies beyond our control; • we may be unable to obtain, or suffer delays in obtaining necessary zoning, land-use, building, occupancy, and other required governmental permits, which could result in increased costs, delays, or our abandonment of these projects; and • we may incur construction costs for a facility which exceed our original estimates due to increased costs for materials or labor or other costs that we did not anticipate.
If a lease is assumed by a tenant in bankruptcy (as in the case of Pipeline Health System, LLC ("Pipeline") in 2022), we expect that all pre-bankruptcy balances due under the lease would be paid to us in full.
If a lease is assumed by a tenant in bankruptcy (as was the case with Pipeline Health System, LLC ("Pipeline") in 2022), we expect that all pre-bankruptcy balances due under the lease would be paid to us in full.
There is no assurance that we will be able to adapt our management, administrative, accounting, and operational systems, or hire and retain sufficient operational staff, to manage any facilities that we may acquire or develop in the future.
There is no assurance that we will be able to adapt our management, administrative, accounting, and operational systems, or hire and retain sufficient operational staff, to manage our existing portfolio or facilities that we may acquire or develop in the future.
See Item 7 of this Annual Report on Form 10-K for further information on our debt maturities. Covenants in our debt instruments limit our operational flexibility, and a breach of these covenants could materially affect our financial condition and results of operations.
See Item 7 of this Annual Report for further information on our debt maturities. Covenants in our debt instruments limit our operational flexibility, and a breach of these covenants could materially affect our financial condition and results of operations.
There is a risk that we may not be able to refinance debt maturing in 2026 and future years or that the terms of any refinancing will not be as favorable as the terms of the then-existing debt.
There is a risk that we may not be able to extend, refinance, or pay off debt maturing in 2026 and future years or that the terms of any refinancing will not be as favorable as the terms of the then-existing debt.
Future sales of common stock may have adverse effects on our stock price. We cannot predict the effect, if any, of future sales of common stock on the market price of our common stock. Sales of substantial amounts of common stock, or the perception that these sales could occur, may adversely affect prevailing market prices for our common stock.
Future sales of common stock may adversely affect our stock price. We cannot predict the effect, if any, of future sales of common stock on the market price of our common stock. Sales of substantial amounts of common stock, or the perception that these sales could occur, may adversely affect prevailing market prices for our common stock.
For 85 of these properties, the purchase option generally allows the lessee to purchase the real estate at the end of the lease term, assuming not currently in default, at a price equivalent to the greater of (i) fair market value or (ii) our original purchase price (increased, in some cases, by a certain annual rate of return from the lease commencement date).
For 84 of these properties, the purchase option generally allows the lessee to purchase the real estate at the end of the lease term, assuming not in default at that time, at a price equivalent to the greater of (i) fair market value or (ii) our original purchase price (increased, in some cases, by a certain annual rate of return from the lease commencement date).
In addition, if such taxes increase on properties in which we have an equity investment in the tenant, our return on investment maybe negatively affected. 32 As the owner and lessor of real estate, we are subject to risks under environmental laws, the cost of compliance with which and any violation of which could materially adversely affect us.
In addition, if such taxes increase on properties in which we have an equity investment in the tenant, our return on investment may be negatively affected. As an owner and lessor of real estate, we are subject to risks under applicable environmental laws, the cost of compliance with which and any violation of which could materially adversely affect us.
State certificate of need laws are not uniform throughout the U.S., are subject to change, and may delay developments of facilities or acquisitions or certain other transfers of ownership of facilities. We cannot predict the impact of state certificate of need laws on any of the preceding activities or on the operations of our tenants.
State certificate of need laws are not uniform throughout the U.S., are subject to change, and may delay developments of facilities or acquisitions or certain other transfers of ownership of facilities. We cannot predict with certainty the impact of state certificate of need laws on our activities or on the operations of our tenants.
The market price and trading volume of our common stock may be volatile and may decline regardless of our operating performance, and you may lose all or part of your investment. As observed in 2024 and 2023, the market price of our common stock may be highly volatile and subject to wide fluctuations.
The market price and trading volume of our common stock may be volatile and may decline regardless of our operating performance, and you may lose all or part of your investment. As observed in recent years, the market price of our common stock may be highly volatile and subject to wide fluctuations.
In addition, the presence of hazardous or toxic substances, or the failure of our tenants to properly manage, dispose of, or remediate such substances, including medical waste generated by other healthcare operators, may adversely affect our tenants or our ability to use, sell, or rent such property or to borrow using such property as collateral which, in turn, could reduce our revenue and our financing ability.
In addition, the presence of hazardous or toxic substances, or the failure of our tenants to properly manage, dispose of, or remediate such substances, including medical waste, may adversely affect our tenants or our ability to use, sell, or rent such property or to borrow using such property as collateral which, in turn, could reduce our revenue and our financing ability.
For more information, including reserves and impairment charges, see Note 3 to Item 8 of this Annual Report on Form 10-K. We are dependent upon the ability of our tenants to make rent and loan payments to us, and any failure to meet these obligations could have a material adverse effect on our financial condition and results of operations.
For more information on these charges, see Note 3 to Item 8 of this Annual Report. We are dependent upon the ability of our tenants to make rent and loan payments to us, and any failure to meet these obligations could have a material adverse effect on our financial condition and results of operations.
Our corporate family rating for Moody's was upgraded in February 2025 to B3 and Moody's assigned a B2 rating to the new secured debt that was issued in February 2025 (see Note 14 to Item 8 of this Annual Report on Form 10-K for more information on this offering).
Our corporate family rating for Moody's was upgraded in February 2025 to B3 and Moody's assigned a B2 rating to the new secured debt that was issued in February 2025 (see Note 4 to Item 8 of this Annual Report for more information on this offering).
Our interests in facilities through ground leases expose us to the loss of the facility upon breach or termination of the ground lease, may limit our use of the facility, and may result in additional expense to us if our tenants vacate our facility.
Our interests in facilities through ground leases expose us to the risk of loss of the facility upon breach or termination of the underlying ground lease, may limit our use of the facility, and may result in additional expenses to us if our tenants vacate the facility.
Our future borrowings under our loan facilities may bear interest at variable rates in addition to the $0.3 billion in variable interest rate debt that we had outstanding as of February 28, 2025. If interest rates increase significantly, our operating results would decline along with the cash available for distributions to our stockholders.
Future borrowings under our loan facilities may bear interest at variable rates in addition to the $0.6 billion in variable interest rate debt that we had outstanding as of February 23, 2026. If interest rates increase significantly, our operating results would decline along with the cash available for distributions to our stockholders.
As lessee under ground leases, we are exposed to the possibility of losing the property upon termination, or an earlier breach by us, which could be a negative impact to our financial condition. Ground leases may also restrict our use of facilities, which may limit our flexibility in renting the facility and may impede our ability to sell the property.
As lessee under ground leases, we are exposed to the possibility of losing the property upon termination, or an earlier breach by us, which could adversely impact our financial condition. Ground leases may also restrict our use of the related facility, which may limit our flexibility in renting the facility and may impede our ability to sell the property.
If our facilities do not achieve expected results and generate ample cash flows from operations, amounts available to service our debt or to make distributions to stockholders in order to maintain our status as a REIT could be adversely affected. We may suffer losses that are not covered by insurance or that are in excess of our insurance coverage limits.
If our facilities do not achieve expected results and fail to generate anticipated cash flows from operations, amounts available to service our debt or to make distributions to our stockholders required to maintain our REIT status could be adversely affected. We may suffer losses that are not covered by insurance or that are in excess of our insurance coverage limits.
These investments include loans but also equity investments that generate returns dependent upon the operator’s performance. As a result, the cash flow and returns from these investments may be more volatile than that of our traditional triple-net leasing structure.
These investments include loans but also equity investments that generate returns dependent upon the operator’s performance. As a result, the cash flows and returns from these investments may be more volatile than that of our traditional net leasing structures.
We have made investments in certain operators of our healthcare facilities and the cash flows (and related returns) from these investments are subject to more volatility than our properties with the traditional net leasing structure. At December 31, 2024, we have approximately $0.4 billion of investments in unconsolidated operating entities, or 3% of our total assets.
We have made investments in certain operators of our healthcare facilities and the cash flows (and related returns) from these investments are subject to more volatility than our properties with traditional net leasing structures. At December 31, 2025, we had approximately $0.3 billion of investments in unconsolidated operating entities, or 2% of our total assets.
Acquisitions and developments entail risks that investments will fail to perform in accordance with expectations and that estimates of the costs of necessary improvements may prove inaccurate, as well as general investment risks associated with any new real estate investment. Newly-developed or newly-renovated facilities may not have operating histories that are helpful in making objective pricing decisions.
Acquisitions and developments entail risks that investments will fail to perform in accordance with expectations and that cost estimates may prove inaccurate, as well as general investment risks associated with any new real estate investment. Newly-developed 31 or newly-renovated facilities may not have operating histories that are helpful in making objective pricing decisions.
Our tenants are subject to fraud and abuse laws, the violation of which by a tenant may jeopardize the tenant’s ability to make payments to us and adversely affect their profitability.
Our tenants are subject to fraud and abuse laws, the violation of which may jeopardize their ability to make payments to us and adversely affect their profitability.
Certificate of need laws often materially impact the ability of competitors to enter into the marketplace of our facilities. As a result, a portion of the value of the facility may be related to the limitation on new competitors. In the event of a change in the certificate of need laws, this value may markedly change.
Certificate of need laws often materially impact the ability of competitors to enter into the marketplace of our facilities. As a result, a portion of the value of the facility may be related to the limitation on new competitors.
In 2024, amid cooling inflation, the Federal Reserve cut interest rates three times. However, if market interest rates remain elevated or if they were to begin rising again, prospective investors may desire a higher distribution on our securities or seek securities paying higher distributions.
In 2024, and amid cooling inflation, the Federal Reserve cut interest rates. However, if market interest rates were to begin rising again, prospective investors may desire a higher distribution on our securities or seek securities paying higher distributions.
We cannot predict when and to what extent these delays may occur, nor whether our business will be adversely impacted. The CMS regulatory restrictions on reimbursement for long-term acute care hospitals ("LTACHs") and inpatient rehabilitation hospitals ("IRFs") can lead to reduced reimbursement for our tenants that operate such facilities and departments.
We cannot predict when and to what extent these delays may occur, nor whether our business will be adversely impacted. The CMS regulatory restrictions on reimbursement for LTACHs and IRFs can lead to reduced reimbursement for our tenants that operate such facilities and departments.
An increase in market interest rates may have an adverse effect on the market price of our securities. One of the factors that investors may consider in deciding whether to buy or sell our securities is our dividend rate as a percentage of our price per share of common stock, relative to market interest rates.
One of the factors that investors may consider in deciding whether to buy or sell our securities is our dividend rate as a percentage of our price per share of common stock, relative to market interest rates.
From time-to-time, the lenders of our Credit Facility may adjust certain covenants to give us more flexibility (as was done in April and August of 2024, and most recently in February 2025); however, such modified covenants could be temporary, and we must be in a position to meet the 28 lowered reset covenants in the future.
From time-to-time, the lenders of our Credit Facility may adjust certain covenants to give us more flexibility (as was done in 2024); however, such modified covenants could be temporary, and we must be in a position to meet the lowered reset covenants in the future.
As a result, interest rate fluctuations and capital market conditions can affect the market price of our common stock. In addition, rising interest rates would result in increased interest expense on our variable-rate debt, thereby adversely affecting cash flow and our ability to service our indebtedness and make distributions.
As a result, interest rate fluctuations and capital market conditions can affect the market price of our common stock. In addition, elevated interest rates would result in increased interest expense on our variable-rate debt and any refinancing of existing debt, thereby adversely affecting cash flows and our ability to service our indebtedness and make distributions.
We have investments in five unconsolidated real estate joint ventures with independent parties that total approximately $1.2 billion at December 31, 2024.
We have investments in five unconsolidated real estate joint ventures with independent parties that total approximately $1.4 billion at December 31, 2025.
The purchase prices of these facilities will be based in part upon projections by management as to the expected operating results of the facilities, subjecting us to risks that these facilities may not achieve anticipated operating results or may not achieve these results within anticipated time frames.
The purchase prices for such facilities will be based, in part, upon projections by management as to the expected operating results of the facilities, subjecting us to risks that they may not achieve anticipated operating results within anticipated time frames or at all.
Further, many hospitals and other institutional providers in the U.S. are accredited by accrediting organizations, such as The Joint Commission. The Joint Commission was created to accredit healthcare providers, including our tenants that meet its minimum health and safety standards. A national accrediting organization, such as The Joint Commission, enforces standards that meet or exceed such requirements.
Further, many hospitals and other institutional providers in the U.S. are accredited by accrediting organizations, such as The Joint Commission. The Joint Commission was created to accredit healthcare providers, including our tenants that meet its minimum health and safety standards.
Finally, our Credit Facility requires compliance with certain borrowing base conditions, as well as maintenance of maximum total leverage and unsecured leverage ratios and a minimum unsecured interest coverage ratio.
Finally, our Credit Facility requires compliance with certain borrowing base conditions, as well as maintenance of maximum total leverage and secured leverage ratios and a minimum fixed charge coverage ratio.
Our facilities may not achieve expected results, which may harm our financial condition and operating results and our ability to service our debt and make the distributions to our stockholders required to maintain our REIT status.
Our facilities may not achieve expected results, which may harm our results of operations and financial condition, as well as our ability to service our debt and make the distributions to our stockholders required to maintain our REIT status.
Any future impairment could have a material adverse effect on our financial condition, liquidity, results of operations and the market price of our common stock. It may be costly to replace defaulting tenants and we may not find suitable replacements on suitable terms.
Any future impairment could have a material adverse effect on our results of operations, financial condition, liquidity, and the market price of our common stock. It may be costly to replace defaulting tenants or find new tenants when lease terms end, and we may not be able to find replacements on comparable or otherwise suitable terms.
Separately, as of July 1, 2023, the majority of our real estate operations in the U.K. operate as a U.K. REIT and generally are subject only to a withholding tax on earnings upon distribution out of the U.K. REIT. If we were to fail the requirements of a U.K.
Separately, as of July 1, 2023, the majority of our real estate operations in the U.K. operate as a U.K. REIT (and seven more property holding entities were added in February 2026) and generally are subject only to a withholding tax on earnings upon distribution out of the U.K. REIT. If we were to fail the requirements of a U.K.
The properties we have acquired internationally will face risks in connection with unexpected changes in regulatory requirements, political and economic instability, potential imposition of adverse or confiscatory taxes, possible challenges to the anticipated tax treatment of the structures that allow us to acquire and hold investments, possible currency transfer restrictions, the difficulty in enforcing obligations in other countries, the impact from Brexit and future developments in the European Union, and the burden of complying with a wide variety of foreign laws.
The properties we have acquired internationally will face risks in connection with, among others, unexpected changes in regulatory requirements, political and economic instability, potential imposition of adverse or confiscatory taxes, possible challenges to the anticipated tax treatment of the structures that allow us to acquire and hold investments, possible currency transfer restrictions, the difficulty in enforcing obligations in foreign jurisdictions, and the burden of complying with a wide variety of foreign laws.
Physician investment in subsidiaries that lease our facilities could subject our leases to scrutiny under fraud and abuse and physician self-referral laws.
Physician investment in, or other financial arrangements with, subsidiaries that lease our facilities could subject our leases to scrutiny under fraud and abuse and physician self-referral laws.
We compete with other healthcare REITs, healthcare providers, healthcare lenders, real estate partnerships, banks, insurance companies, private equity firms, and other investors that pursue a variety of investments, which may include investments in our tenants. We have historically developed strong, long-term relationships with many of our tenants.
We compete with other healthcare REITs, healthcare providers, healthcare lenders, real estate partnerships, banks, insurance companies, private equity firms, and other investors that pursue a variety of investments, which may include investments in our tenants.
We have less experience with healthcare facilities located outside the U.S. At December 31, 2024, we had approximately 47.8% of our total assets located in eight different countries outside the U.S. We have less experience investing in healthcare properties or other real estate-related assets located outside the U.S.
At December 31, 2025, we had approximately 50.3% of our total assets located in eight different countries outside the U.S. We have less experience investing in healthcare properties or other real estate-related assets located outside the U.S.
See the risk factor titled “Our revenues are dependent upon our relationships with and success of our tenants, particularly our largest tenants, like Circle, Priory, HSA, Lifepoint Behavioral, and Swiss Medical” and Item 7 of this Annual Report on Form 10-K. The bankruptcy or insolvency of our tenants or investees could harm our operating results and financial condition.
See the risk factor titled “Our revenues are dependent upon our relationships with and success of our tenants, particularly our largest tenants, like Circle, Priory, HSA, Swiss Medical, and Lifepoint Behavioral” and Item 7 of this Annual Report. The bankruptcy or insolvency of our tenants or investees could harm our results of operations, financial condition, and liquidity.
Any downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse effect on our cost and availability of capital, which could in turn have a material adverse effect on our financial condition and results of operations.
Any downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse effect on our cost and availability of capital, which could in turn have a material adverse effect on our financial condition and results of operations. Elevated interest rates may adversely affect the market price of our securities.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk management and strategy program includes the following: • implementing the latest software releases and tools (including multi-factor authentication) in a timely manner; • seek to minimize the amount of personal information collected and stored about our employees and seek to avoid any collection and storage of non-financial or contact information from our tenants/borrowers; • constant security monitoring of computers, networks, and cloud-based information assets to detect and respond to cybersecurity risks and threats; • third party internal and external vulnerability assessments and penetration testing; • annual review and audit of cyber controls and procedures; • periodic review of cybersecurity procedures and implementation of new procedures as necessary to adhere to cybersecurity standards set forth by the National Institute of Standards and Technology; • periodic evaluation and review of cybersecurity risks associated with our use of key third-party business partners, vendors, and service providers.
Biggest changeOur cybersecurity risk management and strategy program includes the following: • implementing the latest software releases and tools (including multi-factor authentication) in a timely manner; • seek to minimize the amount of personal information collected and stored about our employees and seek to avoid any collection and storage of non-financial or contact information from our tenants/borrowers (and given we are a commercial real estate landlord, we do not maintain credit card or patient information in our systems); • seek to restrict information system access to appropriate levels while allowing users to fulfill their business responsibilities; • constant security monitoring of computers, networks, and cloud-based information assets to detect and respond to cybersecurity risks and threats; • third party internal and external vulnerability assessments and penetration testing; • annual review and audit of cyber controls and procedures; • periodic review of cybersecurity procedures and implementation of new procedures as necessary to adhere to cybersecurity standards set forth by the National Institute of Standards and Technology; • periodic evaluation and review of cybersecurity risks associated with our use of key third-party business partners, vendors, and service providers.
Please refer to Item 1A of this Annual Report on Form 10-K for more information regarding additional risks related to cybersecurity and information technology. Cyber Governance Cybersecurity holds a pivotal role in our comprehensive risk management processes and is a key focus for both our Board and management.
Please refer to Item 1A of this Annual Report on Form 10-K for more information regarding additional risks related to cybersecurity and information technology. Cyber Governance Cybersecurity holds a pivotal role in our comprehensive risk management processes and is a key focus for both our Board of Directors and management.
Our management has primary responsibility for identifying, assessing, and managing our exposure to cybersecurity threats and incidents. However, the Board, led by members of the Risk Committee, oversees the enterprise risk management process, specifically addressing material risks stemming from cybersecurity threats.
Our management has primary responsibility for identifying, assessing, and managing our exposure to cybersecurity threats and incidents. However, the Board of Directors, led by members of the Risk Committee, oversees the enterprise risk management process, specifically addressing material risks stemming from cybersecurity threats.
The collaborative efforts of the Board and our skilled CSIRT team underscore our commitment to effectively addressing and mitigating cybersecurity risks within the organization. 41
The collaborative efforts of the Board of Directors and our skilled CSIRT team underscore our commitment to effectively addressing and mitigating cybersecurity risks within the organization. 41
The Board receives regular updates from the Computer Security Incident Response Team (“CSIRT”) to provide insight into significant cybersecurity risks, potential impacts on business operations, and management's strategies for identifying, monitoring, and mitigating these risks.
The Board of Directors receives regular updates from the Computer Security Incident Response Team (“CSIRT”) to provide insight into significant cybersecurity risks, potential impacts on business operations, and management's strategies for identifying, monitoring, and mitigating these risks.
This includes sharing results from assessments or audits of relevant processes. 40 Led by our Director of Information Technology and Security (“Director of IT”) with years of experience in Information Technology, our CSIRT, comprising cross-functional professionals, collaborates to execute our cybersecurity risk assessment and management processes by reviewing and assessing cybersecurity initiatives, including the incident response plan, cybersecurity compliance, training, and overall risk management efforts.
This includes sharing results from assessments or audits of relevant processes. 40 Led by our Head of Technology with years of experience in Information Technology, our CSIRT, comprising cross-functional professionals, collaborates to execute our cybersecurity risk assessment and management processes by reviewing and assessing cybersecurity initiatives, including the incident response plan, cybersecurity compliance, training, and overall risk management efforts.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table shows lease and loan expirations, assuming that none of the tenants/borrowers exercise any of their renewal options (dollars in thousands): Total Lease and Loan Portfolio(1) Total Leases/ Loans(2) Annualized Base Rent/ Interest(3) % of Total Annualized Base Rent/ Interest Total Square Footage Total Licensed Beds 2025 3 $ 4,962 0.5 % 442,947 241 2026 2 1,152 0.1 % 23,782 24 2027 3 4,788 0.5 % 622,778 140 2028 8 20,880 2.0 % 2,281,409 548 2029 6 16,247 1.5 % 808,610 527 2030 9 6,205 0.6 % 205,795 59 2031 4 4,919 0.5 % 172,655 89 2032 22 57,079 5.3 % 1,067,663 754 2033 5 6,201 0.6 % 85,477 24 2034 15 108,437 10.2 % 2,526,898 2,186 Thereafter 296 837,301 78.2 % 34,581,624 33,240 Total 373 $ 1,068,171 100.0 % 42,819,638 37,832 (1) Schedule includes leases and mortgage loans and related terms as of December 31, 2024.
Biggest changeThe following table shows lease and loan expirations, assuming that none of the tenants/borrowers exercise any of their renewal options (dollars in thousands): Total Lease and Loan Portfolio(1) Total Leases/ Loans(2) Annualized Base Rent/ Interest(3) % of Total Annualized Base Rent/ Interest Total Square Footage Total Licensed Beds 2026 1 $ 228 — 7,040 — 2027 1 3,681 0.3 % 107,849 13 2028 7 17,746 1.5 % 1,946,588 559 2029 4 16,112 1.4 % 775,575 527 2030 10 7,128 0.6 % 309,615 84 2031 4 3,852 0.3 % 133,505 123 2032 21 60,495 5.2 % 1,067,663 743 2033 5 6,201 0.6 % 85,477 24 2034 8 62,889 5.5 % 1,968,674 1,345 2035 7 25,516 2.2 % 750,199 983 Thereafter 301 950,848 82.4 % 34,793,831 33,402 Total 369 $ 1,154,696 100.0 % 41,946,016 37,803 (1) Schedule includes leases and mortgage loans and related terms as of December 31, 2025.
ITEM 2. P roperties At December 31, 2024, our portfolio (including properties in our five real estate joint ventures) consisted of 396 properties (including properties under construction or in the form of a first lien mortgage loan) operated by 53 different operators. Our vacant facilities represent less than 1% of total assets at December 31, 2024.
ITEM 2. P roperties At December 31, 2025, our portfolio (including properties in our five real estate joint ventures) consisted of 384 properties (including properties under construction or in the form of a first lien mortgage loan) operated by 52 different operators. Our vacant facilities represent less than 1% of total assets at December 31, 2025.
(B) Includes one facility that was vacant at December 31, 2024. (C) Includes a development project still under construction and facilities that were vacant at December 31, 2024. 42 (D) Includes development projects still under construction at December 31, 2024. (E) For Germany, the U.S., Switzerland, Spain, and Italy, we own properties through five real estate joint venture arrangements.
(B) Includes a facility that was vacant at December 31, 2025. (C) Includes a development project still under construction and facilities that were vacant at December 31, 2025. 42 (D) Includes development project(s) still under construction at December 31, 2025.
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Total Properties Total 2024 Revenues Total Assets(A) (Dollars in thousands) United States: Alabama 2 $ 793 $ 6,423 Arizona 10 39,146 379,801 Arkansas 1 10,671 67,536 California 17 92,200 935,470 Colorado 3 15,720 104,079 Connecticut 3 35 176,087 Florida 6 18,168 840,876 (B) Idaho 6 36,993 295,533 Indiana 4 7,122 60,374 Iowa 1 5,365 46,483 Kansas 9 15,048 208,913 (B) Kentucky 1 4,797 54,746 Louisiana 6 5,539 109,955 Massachusetts 2 877 226,331 Michigan 2 3,028 19,678 Missouri 4 22,095 121,529 Montana 1 1,964 18,904 New Jersey 2 29,187 146,080 New Mexico 2 5,240 49,488 North Carolina 1 3,145 30,938 Ohio 9 27,791 327,577 (B) Oklahoma 2 7,618 70,188 Oregon 1 12,516 83,586 Pennsylvania 9 31,973 298,684 South Carolina 6 16,995 127,594 Texas 48 91,782 1,394,296 (C) Utah 7 37,248 147,782 (E) Virginia 2 790 16,286 Washington 2 4,297 36,435 Wisconsin 1 3,594 21,554 Wyoming 3 9,936 91,401 Other assets — — 951,486 Total United States 173 $ 561,673 $ 7,466,093 International: Colombia 4 $ 5,177 $ 141,508 Germany 85 40,662 672,343 (E) Italy 8 — 77,592 (E) Portugal 2 3,571 45,647 Spain 9 11,534 247,996 (D)(E) Switzerland 19 1,015 719,632 (E) United Kingdom 92 359,991 3,985,672 Finland 4 11,924 199,721 Other assets — — 738,390 Total International 223 $ 433,874 $ 6,828,501 Total 396 $ 995,547 $ 14,294,594 (A) Represents total assets at December 31, 2024.
Added
Total Properties Total 2025 Revenues Total Assets(A) (Dollars in thousands) United States: Alabama 2 $ 791 $ 6,162 Arizona 8 37,519 328,873 Arkansas 1 10,582 65,030 California 17 69,157 977,890 Colorado 3 10,746 102,549 Connecticut 3 60 41,414 Florida 6 21,696 834,940 (B) Idaho 6 42,180 299,826 Indiana 4 7,148 58,522 Iowa 1 5,396 44,374 Kansas 9 15,982 208,893 (B) Kentucky 1 10,288 53,080 Louisiana 5 6,060 106,713 Massachusetts 2 436 244,824 (D) Michigan 1 3,521 13,038 Missouri 4 23,986 117,424 Montana 1 2,049 19,134 New Jersey 2 21,520 142,121 New Mexico 2 5,271 50,519 North Carolina 1 3,163 30,027 Ohio 9 25,910 330,189 (B) Oklahoma 1 7,082 6,855 Oregon 1 12,588 80,539 Pennsylvania 7 31,450 304,372 South Carolina 5 17,174 123,512 Texas 44 100,839 1,427,391 (C) Utah 7 4,288 193,752 (E) Virginia 2 2,940 15,728 Washington 2 4,319 35,334 Wisconsin 1 3,703 27,266 Wyoming 3 10,034 89,174 Other assets — — 1,072,900 Total United States 161 $ 517,878 $ 7,452,365 International: Colombia 4 $ 6,216 $ 147,620 Germany 85 42,686 751,806 (E) Italy 8 — 86,091 (E) Portugal 2 3,748 50,205 Spain 9 12,599 302,323 (D)(E) Switzerland 19 2,877 873,703 (E) United Kingdom 92 373,279 4,184,188 Finland 4 12,739 220,813 Other assets — — 932,661 Total International 223 $ 454,144 $ 7,549,410 Total 384 $ 972,022 $ 15,001,775 (A) Represents total assets at December 31, 2025.
Removed
The table below shows revenues earned from our joint venture arrangements: Total Properties Total 2024 Revenues (Dollars in thousands) Germany 71 $ 66,871 U.S. 5 11,355 Switzerland 19 52,544 Spain 2 7,127 Italy 8 6,006 Total 105 $ 143,903 (1) The table above does not include $38 million of revenue earned in 2024 from our Massachusetts-based partnership with Macquarie, which was terminated in the third quarter of 2024.
Added
(E) For Germany, the U.S., Switzerland, Spain, and Italy, we own properties through five real estate joint venture arrangements and our share of revenues from these joint ventures is reflected in the "Earnings (loss) from equity investments" line of our consolidated statements of net income.
Removed
A breakout of our facilities at December 31, 2024 based on property type is as follows: Number of Properties Total Square Footage Total Licensed Beds(A) General acute care hospitals 173 28,183,587 17,474 Behavioral health facilities 69 3,158,336 4,363 Post acute care facilities 133 14,096,656 17,246 FSERs 21 179,081 — 396 45,617,660 39,083 (A) Excludes our facilities that are under development.
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However, the table below shows revenues earned from these joint venture arrangements: Total Properties Total 2025 Revenues (Dollars in thousands) Germany 71 $ 70,614 U.S. 5 24,733 Switzerland 19 61,077 Spain 2 7,463 Italy 8 7,111 Total 105 $ 170,998 A breakout of our facilities at December 31, 2025 based on property type is as follows: Number of Properties Total Square Footage Total Licensed Beds(A) General acute care hospitals 168 27,501,398 17,184 Behavioral health facilities 68 3,067,544 4,238 Post acute care facilities 128 13,788,289 17,109 FSERs 20 170,642 — 384 44,527,873 38,531 (A) Reflects all properties, including those that are part of real estate joint ventures, except for our facilities that are under development.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. Mine Safety Disclosures 44 PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 44 ITEM 6. [Reserved] 45 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 46 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 62 ITEM 8.
Biggest changeITEM 4. Mine Safety Disclosures 44 PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 44 ITEM 6. [Reserved] 46 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 47 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 63 ITEM 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(c) Stock repurchases: The table below summarizes repurchases of our common stock made during the quarter ended December 31, 2024: Period Total number of shares purchased (1) (in thousands) Average price per share Total number of shares purchased as part of publicly announced programs (in thousands) Approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands) October 1-October 31, 2024 94 $ 5.89 — (1) The number of shares purchased consists of shares of common stock tendered by employees to satisfy the employees' tax withholding obligations arising as a result of vesting of restricted stock awards under the 2019 Equity Incentive Plan (the "Equity Incentive Plan"), which shares were purchased based on their fair market value on the vesting date. 44 The following graph provides a comparison of cumulative total stockholder returns for the period from December 31, 2019 through December 31, 2024, among us, the S&P 500 Index, MSCI U.S.
Biggest change(c) Stock repurchases: The table below summarizes repurchases of our common stock made during the quarter ended December 31, 2025: Period Total number of shares purchased (1) (in thousands) Average price per share Total number of shares purchased as part of publicly announced plans or programs (2) (in thousands) Approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands) October 1, 2025-October 31, 2025 199 $ 5.01 — $ 150,000 November 1, 2025-November 30, 2025 — $ — — $ 150,000 December 1, 2025-December 31, 2025 4,504 $ 5.20 4,504 $ 126,560 Total 4,703 4,504 $ 126,560 (1) The number of shares purchased consists of shares of common stock purchased as part of a publicly announced program to purchase common stock of the Company as well as shares of common stock tendered by employees to satisfy the employees' tax withholding obligations arising as a result of vesting of restricted stock awards under the 2019 Equity Incentive Plan (the "Equity Incentive Plan"), which shares were purchased based on their fair market value on the vesting date.
Market for Re gistrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities (a) Our common stock is traded on the New York Stock Exchange under the symbol “MPW.” The following table sets forth the high and low sales prices for the common stock for the periods indicated, as reported by the New York Stock Exchange Composite Tape, and the dividends per share declared by us with respect to each such period.
Market for Re gistrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities (a) Our common stock is traded on the New York Stock Exchange under the symbol “MPT.” The following table sets forth the high and low sales prices for the common stock for the periods indicated, as reported by the New York Stock Exchange Composite Tape, and the dividends per share declared by us with respect to each such period.
As of February 28, 2025, there were 37 holders of record of our common stock. This figure does not reflect the beneficial ownership of shares held in nominee name. (b) Not applicable.
As of February 23, 2026, there were 34 holders of record of our common stock. This figure does not reflect the beneficial ownership of shares held in nominee name. (b) Not applicable.
Real Estate Health Care Index 100.00 90.20 104.84 81.93 93.29 120.49 The graph and accompanying text shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended.
Real Estate Health Care Index 100.00 116.24 90.83 103.43 133.58 181.61 The graph and accompanying text shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended.
High Low Dividends Year Ended December 31, 2024 First Quarter $ 5.16 $ 2.92 $ — Second Quarter 6.54 3.94 0.30 Third Quarter 6.55 3.92 0.08 Fourth Quarter 5.91 3.63 0.08 Year Ended December 31, 2023 First Quarter $ 14.00 $ 7.10 $ 0.29 Second Quarter 9.41 7.20 0.29 Third Quarter 10.74 4.97 0.15 Fourth Quarter 5.77 4.04 0.15 On February 28, 2025, the closing price for our common stock, as reported on the New York Stock Exchange, was $5.90 per share.
High Low Dividends Year Ended December 31, 2025 First Quarter $ 6.34 $ 3.51 $ 0.08 Second Quarter 6.09 4.25 0.08 Third Quarter 5.17 3.95 0.08 Fourth Quarter 5.82 4.80 0.09 Year Ended December 31, 2024 First Quarter $ 5.16 $ 2.92 $ — Second Quarter 6.54 3.94 0.30 Third Quarter 6.55 3.92 0.08 Fourth Quarter 5.91 3.63 0.08 44 On February 23, 2026, the closing price for our common stock, as reported on the New York Stock Exchange, was $5.78 per share.
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Period Ending Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Medical Properties Trust, Inc. 100.00 109.05 124.60 63.54 31.62 28.07 S&P 500 Index 100.00 118.40 152.39 124.79 157.59 197.02 MSCI U.S. REIT Index 100.00 92.43 132.23 99.82 113.54 123.47 Dow Jones U.S.
Added
(2) On October 28, 2025, the Board of Directors of the Company authorized a stock repurchase program for up to $150 million of common stock, par value $0.001 per share.
Added
The repurchase authorization expires December 31, 2026, does not obligate us to acquire any common stock, and is subject to market conditions and our ongoing determination of the best use of available cash. 45 The following graph provides a comparison of cumulative total stockholder returns for the period from December 31, 2020 through December 31, 2025, among us, the S&P 500 Index, MSCI U.S.
Added
Period Ending 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Medical Properties Trust, Inc. 100.00 114.26 58.27 29.00 25.74 34.80 S&P 500 Index 100.00 128.71 105.40 133.10 166.40 196.16 MSCI U.S. REIT Index 100.00 143.06 108.00 122.84 133.59 137.53 Dow Jones U.S.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeConcurrent with the notes offering, we amended our credit facility which, among other things, (i) modified certain financial covenants and eliminated others including the minimum consolidated tangible net worth covenant; (ii) lowered borrowing spreads from 300 basis points to 225 basis points; (iii) removed the limitation on the payment of dividends in cash of $0.08 per share in any fiscal quarter; and (iv) provided for the Credit Facility to be secured and guaranteed ratably with the newly issued secured notes – see Note 4 to Item 8 of this Annual Report on Form 10-K for more information regarding this amendment. 2023 Highlights In 2023, economic uncertainty, high interest rates, and inflationary pressures affected our business (and that of some of our tenants) and caused us to look at several initiatives to improve cash flows, reduce costs, and secure the value of our non-performing assets.
Biggest changeRemaining proceeds were used to pay down the revolving portion of our Credit Facility; (3) Concurrent with the notes offering, we amended our Credit Facility which, among other things, (i) modified certain financial covenants and eliminated others including the minimum consolidated tangible net worth covenant; (ii) lowered borrowing spreads from 300 basis points to 225 basis points; (iii) removed the limitation on the payment of dividends in cash of $0.08 per share in any fiscal quarter; and (iv) provided for the Credit Facility to be secured and guaranteed ratably with the newly issued secured notes – see Note 4 to Item 8 of this Annual Report on Form 10-K for more information regarding this amendment; (4) Provided notice that we plan to exercise both of our 6-month extension options such that the maturity of the revolving portion of our Credit Facility would move to June 30, 2027 (subject to the satisfaction of certain conditions, with the primary condition of not being in default at the time of each extension option date); (5) Replaced the €655 million secured debt in our MEDIAN joint venture on June 17, 2025, that was due on June 30, 2025, with a new €702.5 million nonrecourse, 10-year non-amortizing secured debt; (6) Entered into an at-the-market equity offering program (the "ATM Program") on August 11, 2025, which provides for the sale, from time to time, of up to $500 million of our common stock with a commission rate up to 2%; (7) Our Board of Directors approved a stock repurchase program in October 2025 for up to $150 million, for which we acquired 4.5 million shares for $23.4 million in 2025; and (8) Increased our quarterly cash dividend by $0.01 to $0.09 per share as declared in November 2025. • Tenant and property activity: (1) As more fully described in “Significant Tenants” in Item 1 of this Annual Report on Form 10-K, Prospect filed for Chapter 11 bankruptcy on January 11, 2025.
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 our tenants) to maintain the operating performance of our properties, which can be significant economic costs that could materially impact our results of operations.
While FFO and normalized FFO are relevant and widely used supplemental measures of operating and 61 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 our tenants) to maintain the operating performance of our properties, which can be significant economic costs that could materially impact our results of operations.
In addition to operating cash flows, we generated approximately $1.85 billion from the Utah Transaction and the sale of about 30 properties (as further discussed in Note 3 to Item 8 of this Annual Report on Form 10-K), along with approximately $130 million from the sale of our interest in the syndicated Priory term loan and remaining minority interest in Lifepoint Behavioral.
In addition to operating cash flows, we generated approximately $1.85 billion from the Utah Transaction and the sale of about 30 properties (as further discussed in Note 3 to Item 8 of this Annual Report on Form 10-K), along with approximately $130 million from the sale of our interest in the syndicated Priory term 55 loan and remaining minority interest in Lifepoint Behavioral.
Investments in entities in which we do not control nor do we have the ability to significantly influence and for which there is no readily determinable fair value are accounted for at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions involving the investee.
Investments in entities in which we do not control nor do we have the ability to significantly influence and for which there is no readily determinable fair value are accounted for at cost, less any impairment, plus or minus changes resulting from observable price 53 changes in orderly transactions involving the investee.
Our loans are recorded at fair value based on Level 2 or Level 3 inputs by discounting the 52 estimated cash flows using the market rates which similar loans would be made to borrowers with similar credit ratings and the same remaining maturities.
Our loans are recorded at fair value based on Level 2 or Level 3 inputs by discounting the estimated cash flows using the market rates which similar loans would be made to borrowers with similar credit ratings and the same remaining maturities.
The amendments 55 also limited the payment of dividends in cash during the Modified Covenant Period to $0.08 per share in any fiscal quarter, but the amendments did not provide any additional restrictions on the payment of dividends outside of the Modified Covenant Period.
The amendments also limited the payment of dividends in cash during the Modified Covenant Period to $0.08 per share in any fiscal quarter, but the amendments did not provide any additional restrictions on the payment of dividends outside of the Modified Covenant Period.
In making estimates of fair value for purposes of allocating purchase prices of acquired real estate, we may utilize a number of sources, including available real estate broker data, independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, internal data from previous acquisitions or developments, and other market data, including market comparables for significant assumptions such as market rental, capitalization, and discount rates.
In making estimates of fair value for purposes of allocating purchase prices of acquired real estate, we may utilize a number of sources, including available real estate broker data, independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, internal data from previous acquisitions or developments, and other market data, including market comparables for significant assumptions such as market rents, capitalization, and discount rates.
Our accounting estimates include the following: Credit Losses: Losses from Rent Receivables : For our leases, we review tenant provided financial data and monitor the performance of our tenants in areas generally consisting of: admission levels and surgery/procedure volumes by type; current operating margins; ratio of our tenant's operating margins both to facility rent and to facility rent plus other fixed costs; trends in revenue, cash collections, patient mix; and the effect of evolving healthcare regulations, adverse economic and political conditions, such as rising inflation and interest rates, and other events ongoing on a tenant's profitability and liquidity.
Our critical accounting estimates include the following: Credit Losses: Losses from Rent Receivables : For our leases, we review tenant provided financial data and monitor the performance of our tenants in areas generally consisting of: admission levels and surgery/procedure volumes by type; current operating margins; ratio of our tenant's operating margins both to facility rent and to facility rent plus other fixed costs; trends in revenue, cash collections, patient 51 mix; and the effect of evolving healthcare regulations, adverse economic and political conditions, such as inflation and interest rates, and other events ongoing on a tenant's profitability and liquidity.
Each of these items involves estimates that require us to make subjective judgments. We rely on our experience, collect historical and current market data, and develop relevant assumptions to arrive at what we believe to be reasonable estimates. Under different conditions or assumptions, materially different amounts could be reported related to the critical accounting policies described below.
Each of these items involves estimates that require us to make subjective judgments. We rely on our experience, collect historical and current market data, and develop relevant assumptions to arrive at what we believe to be reasonable estimates. Under different conditions or assumptions, materially different amounts could be reported related to these critical accounting policies as described below.
We believe that our estimates of the amount and timing of credit losses, fair value adjustments (either as part of a purchase price allocation, recurring accounting for those investments that we have selected under the fair value option method, or impairment analyses), and periodic depreciation of our real estate assets, along with our assessment as to whether investments we make in certain businesses/entities should be consolidated with our results, have significant effects on our financial statements.
We believe that our estimates of the amount and timing of credit losses, fair value adjustments (either as part of a purchase price allocation, recurring accounting for those investments that we have elected the fair value option method, or impairment analyses), and periodic depreciation of our real estate assets, along with our assessment as to whether investments we make in certain businesses/entities should be consolidated with our results, have significant effects on our financial statements.
At December 31, 2024 and 2023, we determined that we were not the primary beneficiary of any variable interest entity in which we hold a variable interest because we do not control the activities (such as the day-to-day operations) that most significantly impact the economic performance of these entities.
At December 31, 2025 and 2024, we determined that we were not the primary beneficiary of any variable interest entity in which we hold a variable interest because we do not control the activities (such as the day-to-day operations) that most significantly impact the economic performance of these entities.
The information set forth in this Item 7 is intended to provide readers with an understanding of our financial condition, changes in financial condition, and results of operations. This section generally discusses the results of our operations for the year ended December 31, 2024 compared to the year ended December 31, 2023.
The information set forth in this Item 7 is intended to provide readers with an understanding of our financial condition, changes in financial condition, and results of operations. This section generally discusses the results of our operations for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Investments in Unconsolidated Entities: Investments in entities in which we have the ability to significantly influence (but not control) are accounted for by the equity method. This includes the five investments in unconsolidated real estate joint ventures at December 31, 2024.
Investments in Unconsolidated Entities: Investments in entities in which we have the ability to significantly influence (but not control) are accounted for by the equity method. This includes the five investments in unconsolidated real estate joint ventures at December 31, 2025.
We recognized a gain on sale of the real estate of approximately $380 million and retained an approximately 25% interest in the partnership valued initially at approximately $108 million. In conjunction with this transaction closing, the joint venture placed new non-recourse secured financing on the properties, providing $190 million of additional cash to us.
We recognized a gain on sale of the real estate of approximately $380 million and retained an approximately 25% interest in the partnership valued initially at approximately $108 million. In conjunction with this transaction closing, the joint 50 venture placed new non-recourse secured debt on the properties, providing $190 million of additional cash to us.
Although it represents less than 1% of our total assets at December 31, 2024, we consider our lending business an important element of our overall business strategy for two primary reasons: (1) it provides opportunities to make income-earning investments that could yield attractive risk-adjusted returns in an industry in which our management has expertise, and (2) by making debt capital available to certain qualified operators, we believe we create a competitive advantage for our company over other buyers of, and financing sources for, healthcare facilities.
Although it represents approximately 1% of our total assets at December 31, 2025, we consider our lending business an important element of our overall business strategy for two primary reasons: (1) it provides opportunities to make income-earning investments that could yield attractive risk-adjusted returns in an industry in which our management has expertise, and (2) by making debt capital available to certain qualified operators, we believe we create a competitive advantage for our company over other buyers of, and financing sources for, healthcare facilities.
As of December 31, 2024, we are in compliance with all such financial and operating covenants, as amended. Short-term Liquidity Requirements: Our short-term liquidity requirements typically consist of 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.
As of December 31, 2025, we are in compliance with all financial and operating covenants. Short-term Liquidity Requirements: Our short-term liquidity requirements typically consist of 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.
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 $419 million should be reflected against certain of our international and domestic net deferred tax assets at December 31, 2024.
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 $490 million should be reflected against certain of our international and domestic net deferred tax assets at December 31, 2025.
Long-term Liquidity Requirements: Our long-term liquidity requirements generally consist of the same requirements described above under “Short-term Liquidity Requirements” along with the acquisition of real estate and the funding of debt maturities coming due after the next twelve months. At this time, we do not expect any material acquisitions of real estate in the foreseeable future.
Long-term Liquidity Requirements: Our long-term liquidity requirements generally consist of the same requirements described above under “Short-term Liquidity Requirements” along with new 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 in real estate in the foreseeable future.
At December 31, 2024, we have not assigned any value to customer relationship intangibles. We amortize the value of lease intangibles to expense over the term of the respective leases, which have a weighted-average useful life of 28.3 years at December 31, 2024.
At December 31, 2025, we have not assigned any value to customer relationship intangibles. We amortize the value of lease intangibles to expense over the term of the respective leases, which have a weighted-average useful life of 28.2 years at December 31, 2025.
The $44.1 million income tax expense for 2024 is primarily based on the income generated by our investments in the U.K. and Germany, and included $5 million of additional tax expense in the second quarter of 2024 as a result of the gain on the interest rate swap associated with the internal restructuring of the British pound sterling term loan due 2025.
The $38.6 million of income tax expense for 2025 is primarily based on the income generated by our investments in the U.K. and Germany and is less than the $44.1 million of income tax expense in 2024 due to $5 million of additional tax expense in the second quarter of 2024 as a result of the gain on the interest rate swap associated with the internal restructuring of the British pound sterling term loan due 2025.
We apply these credit loss percentages to the book value of the related instruments to establish a credit loss reserve on our financing lease receivables and such credit loss reserve (including the underlying assumptions) is reviewed and adjusted quarterly.
We apply these credit loss percentages to the cost basis of the related instruments to establish a credit loss reserve on our financing lease receivables and such credit loss reserve (including the underlying assumptions) is reviewed and adjusted quarterly.
Except for our joint venture with Primotop (for which we handle the accounting of), we have elected to record our share of such investee’s earnings or losses on a lag basis (not to exceed three months). The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the interest in the investee entity.
(“Primotop”) (for which we handle the accounting of), we have elected to record our share of such investee’s earnings or losses on a lag basis (not to exceed three months). The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the interest in the investee entity.
Mortgage loans are collateralized by interests in real property. Working capital and other loans are generally collateralized by interests in receivables and corporate and individual guarantees. We record loans at cost. Like our financing lease receivables, we establish credit loss reserves on all outstanding loans based on historical credit losses of similar instruments.
Working capital and other loans are generally collateralized by interests in receivables and/or personal property and may include corporate and individual guarantees. We record loans at cost. Like our financing lease receivables, we establish credit loss reserves on all outstanding loans based on historical credit losses of similar instruments.
Normalized FFO, after adjusting for certain items (as more fully described in the section titled “Non-GAAP Financial Measures” in this Item 7 of this Annual Report on Form 10-K), was $483 million for 2024, or $0.80 per share, as compared to $951 million, or $1.59 per share, for 2023.
Normalized FFO, after adjusting for certain items (as more fully described in the section titled “Non-GAAP Financial Measures” in this Item 7 of this Annual Report on Form 10-K), was $346 million for 2025, or $0.58 per share, as compared to $483 million, or $0.80 per share, for 2024.
While our tenants are generally responsible for all operating costs at a facility, in the event we incur costs of repairs and maintenance, we expense those costs as incurred. We compute depreciation using the straight-line method over the weighted-average useful life of approximately 38.6 years for buildings and improvements.
While our tenants are generally responsible for all operating costs at a facility, in the event we incur costs of repairs and maintenance, we expense those costs as incurred. We compute depreciation using the straight-line method over the estimated useful lives of the assets, which at December 31, 2025, the weighted-average life is approximately 38.6 years for buildings and improvements.
For any variable rate debt, we have assumed that the interest rate in effect at February 28, 2025 remains in effect through maturity. (2) No debt principal maturities until October 15, 2026 for €500 million. (3) As of February 28, 2025, we have a $1.28 billion revolving credit facility.
For any variable rate debt, we have assumed that the interest rate in effect at February 23, 2026 remains in effect through maturity. (2) Includes the debt principal maturity on October 15, 2026 for €500 million. (3) As of February 23, 2026, we have a $1.28 billion revolving credit facility.
Results of Operations Our operating results may vary significantly from year-to-year due to a variety of reasons including acquisitions made during the year, incremental revenues and expenses from acquisitions made in the prior year, revenues and expenses from completed development properties, property disposals, annual escalation provisions, interest rate changes, foreign currency exchange rate changes, new or amended debt agreements, issuances of shares through an equity offering, impact from accounting changes, lease terminations/re-tenanting, etc.
Results of Operations Our operating results may vary significantly from year-to-year due to a variety of reasons including acquisitions made during the year, incremental revenues and expenses from acquisitions made in the prior year, revenues and expenses from completed development properties, property disposals, annual escalation provisions, cash rents received from cash basis tenants (particularly those that are in a period of ramp up), interest rate changes, foreign currency exchange rate changes, new or amended debt agreements, issuances of shares through an equity offering, impact from accounting changes, lease terminations/re-tenanting, etc.
On February 13, 2025 and concurrent with the closing of our private notes offering discussed previously, we further amended the Credit Facility and (i) removed the Modified Covenant Period and any restrictions related thereto from the existing Credit Facility, which restrictions included additional mandatory prepayments and a restriction on cash dividends to $0.08 per share per fiscal quarter, (ii) permanently removed financial covenants regarding minimum consolidated tangible net worth, maximum unsecured indebtedness to unencumbered asset value and minimum unsecured net operating income to unsecured interest expense, (iii) amended certain definitions used in the financial covenant regarding maximum total indebtedness to total asset value to conform to corresponding definitions in our existing unsecured indentures and the secured notes issued concurrently and set the covenant level at 60%, (iv) provided notice that we plan to exercise both of our maturity extension options such that the maturity of the revolving portion of our Credit Facility would move to June 30, 2027 (subject to the satisfaction of the other conditions), (v) reset the interest rate to SOFR plus 225 basis points, (vi) provided for the loans thereunder to be secured and guaranteed ratably with the newly issued secured notes, (vii) set the maximum secured leverage ratio at 40%, and (viii) added mandatory prepayments of senior debt or addition of additional collateral in connection with any failure to (x) maintain a 65% maximum ratio of secured first lien debt to the undepreciated real estate value of the secured pool properties or (y) maintain a minimum senior secured debt service coverage ratio of 1.15:1.00 (increasing to 1.30:1.00 in 12 months).
On February 13, 2025 and concurrent with the closing of our private notes offering discussed previously, we further amended the Credit Facility and (i) removed the Modified Covenant Period and any restrictions related thereto from the existing Credit Facility, (ii) permanently removed financial covenants regarding minimum consolidated tangible net worth, maximum unsecured indebtedness to unencumbered asset value and minimum unsecured net operating income to unsecured interest expense, (iii) amended certain definitions used in the financial covenant regarding maximum total indebtedness to total asset value to conform to corresponding definitions in our existing unsecured indentures and the secured notes issued concurrently and set the covenant level at 60%, (iv) provided notice that we plan to exercise both of our 6-month extension options such that the maturity of the revolving portion of our Credit Facility would move to June 30, 2027 (subject to the satisfaction of certain conditions with the primary condition of not being in default at the time of each extension option date), (v) reset the interest rate to SOFR plus 225 basis points, (vi) provided for the loans thereunder to be secured and guaranteed ratably with the secured notes issued in February 2025, (vii) set the maximum secured leverage ratio at 40%, and (viii) added mandatory prepayments of senior debt or addition of additional collateral in connection with any failure to (x) maintain a 65% maximum ratio of secured first lien debt to the undepreciated real estate value of the secured pool properties or (y) maintain a minimum senior secured debt service coverage ratio of 1.15:1.00 (which increases to 1.30:1.00 starting in March 2026).
In addition, we received approximately $47 million in October 2024 from proceeds generated by the sale of three Space Coast properties as previously described in “Significant Tenants”; and (7) Completed several small transactions that resulted in approximately $9 million in net proceeds. • Additional financing transactions: (1) Paid off the remaining A$470 million (approximately $306 million) Australian term loan facility in April 2024; (2) Funded and early discharged our British pound sterling secured term loan of approximately £105 million that was due in December 2024; and (3) Amended our credit facility in April and August 2024 which (i) reduced revolving commitments thereunder from $1.8 billion to $1.28 billion, (ii) modified certain covenants; (iii) required proceeds from asset sales and debt transactions be used to repay certain loans outstanding; (iv) increased borrowing spreads from 225 basis points to 48 300 basis points; and (v) limited the payment of dividends in cash to $0.08 per share in any fiscal quarter – see Note 4 to Item 8 of this Annual Report on Form 10-K for more information regarding these amendments. • Tenant and property activity: (1) Incurred approximately $2.4 billion of impairment charges and negative fair value adjustments in 2024 primarily related to Steward and Prospect as more fully described in Note 3 to Item 8 of this Annual Report on Form 10-K; (2) Re-leased 18 of the former 23 Steward operated facilities to six operators including Honor Health, Quorum Health, HSA, Insight Health, College Health, and Tenor Health (effective January 2025); (3) Recovered from our casualty insurers cash in excess of our recovery receivable related to the 2020 storm losses at our Norwood redevelopment; (4) Completed a building improvement project on an existing general acute care facility in Idaho Falls, Idaho in October 2024 for a total amount of approximately $50 million and commenced collection of rent; and (5) Entered into a new forbearance and restructuring agreement in December 2024 with a former tenant that represented approximately 1% of our total assets and received $10 million at the signing of this agreement for unpaid rent. • Selected as one of Newsweek’s Most Responsible Companies in 2024.
In addition, we received approximately $47 million in October 2024 from proceeds generated by the sale of three Space Coast properties as previously described in “Significant Tenants”; and (7) Completed several small transactions that resulted in approximately $9 million in net proceeds. • Additional financing transactions: (1) Paid off the remaining A$470 million (approximately $306 million) Australian term loan facility in April 2024; (2) Funded and early discharged our British pound sterling secured term loan of approximately £105 million that was due in December 2024; and (3) Amended our Credit Facility in April and August 2024 which reduced revolving commitments thereunder from $1.8 billion to $1.28 billion and modified certain covenants, among other things – see Note 4 to Item 8 of this Annual Report on Form 10-K for more information regarding these amendments. • Tenant and property activity: (1) Incurred approximately $2.4 billion of impairment charges and negative fair value adjustments in 2024 primarily related to Steward and Prospect as more fully described in Note 3 to Item 8 of this Annual Report on Form 10-K; (2) Re-leased 18 of the former 23 Steward operated facilities to six operators including Honor Health, Quorum Health, HSA, Insight Health, College Health, and Tenor Health (effective January 2025); (3) Recovered from our casualty insurers cash in excess of our recovery receivable related to the 2020 storm losses at our Norwood redevelopment; (4) Completed a building improvement project on an existing general acute care facility in Idaho Falls, Idaho in October 2024 for a total amount of approximately $50 million and commenced collection of rent; and (5) Entered into a new forbearance and restructuring agreement in December 2024 with Vibra and received $10 million at the signing of this agreement for unpaid rent. • Selected as one of Newsweek’s Most Responsible Companies in 2024.
For a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022, please refer to Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024. 46 Selected Financial Data The following sets forth selected consolidated financial and operating data.
For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025. 47 Selected Financial Data The following sets forth selected consolidated financial and operating data.
In addition, the credit agreement governing our Credit Facility limits the amount of dividends we can pay to 95% of NAFFO, as defined in the agreements, on a rolling four quarter basis.
In addition, the credit agreement governing our Credit Facility limits the amount of dividends we can pay as a percentage of normalized adjusted funds from operations ("NAFFO"), as defined in the agreements, on a rolling four quarter basis to 95% of NAFFO.
The table below is a summary of our distributions declared (and paid in cash) during the three year period ended December 31, 2024: Declaration Date Record Date Date of Distribution Distribution per Share November 21, 2024 December 12, 2024 January 9, 2025 $ 0.08 August 22, 2024 September 9, 2024 October 10, 2024 $ 0.08 May 30, 2024 June 10, 2024 July 9, 2024 $ 0.15 April 12, 2024 April 22, 2024 May 1, 2024 $ 0.15 November 9, 2023 December 7, 2023 January 11, 2024 $ 0.15 August 21, 2023 September 14, 2023 October 12, 2023 $ 0.15 April 27, 2023 June 15, 2023 July 13, 2023 $ 0.29 February 16, 2023 March 16, 2023 April 13, 2023 $ 0.29 November 10, 2022 December 8, 2022 January 12, 2023 $ 0.29 August 18, 2022 September 15, 2022 October 13, 2022 $ 0.29 May 26, 2022 June 16, 2022 July 14, 2022 $ 0.29 February 17, 2022 March 17, 2022 April 14, 2022 $ 0.29 On February 13, 2025, we announced that our Board of Directors declared a regular quarterly cash dividend of $0.08 per share of common stock to be paid on April 10, 2025, to shareholders of record on March 10, 2025.
It is our current intention to comply with these requirements and maintain such status going forward. 62 The table below is a summary of our distributions declared (and paid in cash) during the three year period ended December 31, 2025: Declaration Date Record Date Date of Distribution Distribution per Share 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 May 30, 2024 June 10, 2024 July 9, 2024 $ 0.15 April 12, 2024 April 22, 2024 May 1, 2024 $ 0.15 November 9, 2023 December 7, 2023 January 11, 2024 $ 0.15 August 21, 2023 September 14, 2023 October 12, 2023 $ 0.15 April 27, 2023 June 15, 2023 July 13, 2023 $ 0.29 February 16, 2023 March 16, 2023 April 13, 2023 $ 0.29 On February 12, 2026, we announced that our Board of Directors declared a regular quarterly cash dividend of $0.09 per share of common stock to be paid on April 9, 2026, to shareholders of record on March 12, 2026.
For our equity investment in the international joint venture and our investment in PHP Holdings at December 31, 2024, fair value is determined based on Level 3 inputs, by using a market approach (for our equity investment in the international joint venture) and a market approach based on the agreed upon price in the pending transaction (for our investment in PHP Holdings), which requires significant estimates of our investee such as projected revenue, expenses, and working capital and appropriate consideration of the underlying risk profile of the forecasted assumptions associated with the investee.
For our equity investment in the international joint venture at December 31, 2025, fair value was determined based on Level 3 inputs, by using a market approach, which requires significant estimates of our investee such as projected revenue, expenses, and working capital and appropriate consideration of the underlying risk profile of the forecasted assumptions associated with the investee.
We classify our valuations of these investments as Level 3, as we use certain unobservable inputs to the valuation methodology that are significant to the fair value measurement, and the valuations require management judgment due to the absence of quoted market prices.
We classify our valuation of this investment as Level 3, as we use certain unobservable inputs to the valuation methodology that are significant to the fair value measurement, and the valuation requires management judgment due to the absence of quoted market prices.
On August 6, 2024, we entered into an amendment to the Credit Facility and the British pound sterling term loan due 2025 to (i) further reduce our maximum borrowing in the Credit Facility from $1.4 billion to $1.28 billion, (ii) increase borrowing spreads to 300 basis points during the Modified Covenant Period (defined below) and then to 225 basis points after the Modified Covenant Period, and (iii) require that proceeds of certain future asset sales and debt transactions (during the Modified Covenant Period) be applied to repay certain outstanding obligations, including our revolving loans (by 15% of such proceeds but for which the revolving loans can be reborrowed) and our British pound sterling term loan due 2025 (by 50% of such proceeds).
On August 6, 2024, we entered into an amendment to the Credit Facility and the British pound sterling term loan due 2025 to, among other things, (i) further reduce our maximum borrowing in the Credit Facility from $1.4 billion to $1.28 billion, (ii) increase borrowing spreads to 300 basis points during the Modified Covenant Period (defined below) and then to 225 basis points after the 56 Modified Covenant Period, and (iii) require that proceeds of certain future asset sales and debt transactions (during the Modified Covenant Period) be applied to repay certain outstanding obligations.
Of the property expenses in 2024 and 2023, approximately $14 million and $29 million, respectively, represents costs (primarily property taxes and insurance premiums) that were reimbursed by our tenants and included in the “Interest and other income” line on our consolidated statements of net income.
Of the property expenses in 2025 and 2024, approximately $12.3 million and $13.7 million, respectively, represents costs (primarily property taxes and insurance premiums) that were reimbursed by our tenants and included in the “Interest and other income” line on our consolidated statements of net income.
However, to further improve cash flows and to fund future debt maturities, we may need to look to other sources, which may include one or a combination of the following: • further property sales or joint ventures; • monetizing our investments in operators, including our investment in PHP Holdings that is expected to close in the first half of 2025; • reducing our dividend (or moving to a stock dividend), while still complying with REIT requirements and credit facility covenants; • identifying and implementing cost reduction opportunities; • entering into new secured loans on real estate; • extending the maturity or refinancing our existing Credit Facility and other term loans; 56 • entering into new bank term loans or issuing new USD, EUR, or GBP denominated debt securities; and • sale of equity securities.
However, to further improve cash flows and to fund future debt maturities, we will need to look to other sources, which may include one or a combination of the following: • property sales and/or the monetization of a portion of our real estate joint ventures; • monetizing our investments in operators; 57 • reducing our dividend (or moving 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; • extending the maturity or refinancing of our existing Credit Facility and other term loans; • entering into new bank term loans or issuing new USD, EUR, or GBP denominated debt securities; and • sale of equity securities (including through the use of our ATM program).
At December 31, 2024, the amount of investments recorded using the fair value option were approximately $266 million made up of loans and equity investments (see Note 10 to Item 8 of this Annual Report on Form 10-K for additional details).
At December 31, 2025, the fair value amount of investments recorded using the fair value option was less than $150 million made up of loans and equity investments (see Note 10 to Item 8 of this Annual Report on Form 10-K for additional details).
At December 31, 2024, our portfolio (including real estate assets in joint ventures) consisted of 396 properties, of which 388 properties are leased or loaned to 53 operators, including facilities under development or in the form of mortgage loans.
At December 31, 2025, our portfolio (including real estate assets in joint ventures) consisted of 384 properties, of which 373 properties are leased or loaned to 52 operators, including facilities under development or in the form of mortgage loans.
See below for highlights of our sources and uses of cash for the past two years: 2024 Cash Flow Activity We generated cash of approximately $245 million from operating activities during 2024, primarily consisting of rent and interest from mortgage and other loans and distributions from our real estate joint ventures.
See below for highlights of our sources and uses of cash for the past two years: 2025 Cash Flow Activity We generated cash of approximately $231 million from operating activities during 2025, consisting of rent and interest along with distributions from our real estate joint ventures.
See Note 3 to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K for more details regarding the activity above. • Income from financing leases — down $63.5 million primarily due to receiving cash of approximately $25 million for rent revenue from Prospect (cash basis tenant) in 2024, whereas we recorded $82 million of rent for this tenant in 2023.
See Note 3 to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K for more details regarding the transaction activity above. • Income from financing leases — down $23.9 million primarily due to not receiving any cash rent from Prospect (cash-basis tenant) in 2025, whereas we received $25 million of rent for this tenant in 2024.
To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute (in the form of cash or stock) at least 90% of our REIT taxable income, excluding net capital gains, to our stockholders. It is our current intention to comply with these requirements and maintain such status going forward.
To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute (in the form of cash or stock) at least 90% of our REIT taxable income, excluding net capital gains, to our stockholders.
As described previously, our monthly rent and interest receipts and distributions from our joint venture arrangements along with our current liquidity of approximately $1.4 billion at February 28, 2025, are typically enough to cover our short-term liquidity requirements.
As described previously, we believe our monthly rent and interest receipts and distributions from our joint venture arrangements along with our current liquidity of approximately $1.0 billion at February 23, 2026, is enough to cover our short-term liquidity requirements.
In making estimates of fair value for purposes of impairment assessments, we will look to a number of sources including independent appraisals, available broker data, or our internal data from recent transactions involving similar properties in similar markets. Given the highly specialized aspects of our properties, no assurance can be given that future impairment charges will not be taken.
In making estimates of fair value for purposes of impairment assessments, we will look to a number of sources including independent appraisals, available broker data, or our internal data from recent transactions involving similar properties in similar markets.
Financing leases are placed on non-accrual status when we determine that the collectability of contractual amounts is not reasonably assured. If on non-accrual status, we generally account for the financing lease on a cash basis, in which income is recognized only upon receipt of cash. Loans : Loans consist of mortgage loans, working capital loans, and other loans.
Loans are placed on non-accrual status when we determine that the collectibility of contractual amounts is not reasonable assured. If on non-accrual status, we generally account for the loan on a cash basis, in which income is recognized only upon receipt of cash.
Real Estate and Other Impairment Charges, Net In 2024, we recognized $1.8 billion of real estate and other impairment charges and negative fair value adjustments, primarily associated with our investments in Steward, Prospect, and the international joint venture (including approximately $18 million related to our investment in three hospitals in Colombia) as further described in Note 3 to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
In 2024, we recognized $1.8 billion of real estate and other impairment charges and negative fair value adjustments, primarily associated with our investments in Steward, Prospect, and the international joint venture. See Note 3 to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K for more information about these charges.
On April 12, 2024, we amended the Credit Facility and certain other agreements to (i) reduce revolving commitments from $1.8 billion to $1.4 billion, (ii) apply certain proceeds from asset sales and debt transactions to repay the Australian term loan facility and certain other outstanding obligations, including revolving loans under the Credit Facility to the extent necessary to reduce the outstanding borrowings to no more than the amended $1.4 billion commitment, (iii) lower the maximum permitted secured leverage ratio from 40% to 25%, and (iv) waive the 10% cap on unencumbered asset value attributable to tenants subject to a bankruptcy event for purposes of determining compliance with the unsecured leverage ratio for the trailing four fiscal quarter period ended June 30, 2024, and for purposes of determining pro forma compliance with the unsecured leverage ratio for certain asset sale and debt transactions.
On April 12, 2024, we amended the Credit Facility and certain other agreements to, among other things, (i) reduce revolving commitments from $1.8 billion to $1.4 billion, (ii) lower the maximum permitted secured leverage ratio from 40% to 25%, and (iii) waive the 10% cap on unencumbered asset value attributable to tenants subject to a bankruptcy event for purposes of determining compliance with the unsecured leverage ratio for the trailing four fiscal quarter period ended June 30, 2024.
Under the equity method of accounting, our share of the investee’s earnings or losses are included in the “Earnings from equity interests” line of our consolidated statements of net income.
Under the equity method of accounting, our share of the investee’s earnings or losses are included in the “Earnings (loss) from equity interests” line of our consolidated statements of net income. Except for our joint venture with Primotop Holdings S.à.r.l.
Gain on Sale of Real Estate During 2024, the gain on sale of real estate of $478.7 million primarily related to the disposal of five Prime facilities, the sale of a 75% interest in five Utah facilities as part of the Utah Transaction, and the sale of eight Dignity Health facilities and 11 UCHealth facilities as more fully described in Note 3 to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
During 2024, the gain on sale of real estate of $478.7 million primarily related to the disposal of five Prime facilities, the sale of a 75% interest in five Utah facilities as part of the Utah Transaction, and the sale of eight Dignity Health facilities and 11 UCHealth facilities.
Subsequent to December 31, 2024, the following activities took place: • Repaid the remaining outstanding balance of the British pound sterling term loan due 2025 at maturity in January 2025 of £493 million, with a combination of cash on hand and available capacity under our revolving Credit Facility; • Due to its ongoing operational and liquidity challenges, Prospect filed for Chapter 11 bankruptcy in January 2025 with the United States Bankruptcy Court for the Northern District of Texas; • Sold two properties in January 2025 for approximately $20 million; and • Completed a private notes 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, proceeds of which were used to fund the redemption in full of our 3.325% senior notes due 2025, 2.500% senior notes due 2026, and 5.250% senior notes due 2026, including related accrued interest, fees and expenses.
See below for details of our 2025 activities: • Financing activities: (1) Repaid the remaining outstanding balance of the British pound sterling term loan due 2025 at maturity in January 2025 of £493 million, with a combination of cash on hand and available capacity under the revolving portion of our Credit Facility; (2) Completed a private notes 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, proceeds of which were used to fund the redemption in full of our 3.325% Senior Unsecured Notes due 2025, 2.500% Senior Unsecured Notes due 2026, and 5.250% Senior Unsecured Notes due 2026, including related accrued interest, fees and expenses.
We used our operating cash flows, asset sale proceeds, and term loan proceeds to fund our investment activities and our dividends of $321 million, pay down over $1 billion of our revolving credit facility and £207 million (or $266 million) on our British pound sterling term loan due 2025, and to pay off both our Australian term loan facility of A$470 million (or $306 million) and our British pound sterling secured term loan due 2024 of £105 million (or $134 million). 53 See below for further details of these transactions along with additional liquidity activity in 2024: a) we completed the sales of 11 properties to UCHealth for approximately $86 million of proceeds and eight properties to Dignity Health for approximately $160 million of proceeds; b) we completed the sale of five properties to Prime for cash proceeds of $250 million along with a $100 million interest-bearing mortgage loan that was fully repaid on August 29, 2024; c) we completed the Utah Transaction (as discussed in Note 3 to Item 8 of this Annual Report on Form 10-K) that generated cash proceeds of approximately $1.1 billion.
See below for further details of these transactions along with additional liquidity activity in 2024: a) we completed the sales of 11 properties to UCHealth for approximately $86 million of proceeds and eight properties to Dignity Health for approximately $160 million of proceeds; b) we completed the sale of five properties to Prime for cash proceeds of $250 million along with a $100 million interest-bearing mortgage loan that was fully repaid on August 29, 2024; c) we completed the Utah Transaction (as discussed in Note 3 to Item 8 of this Annual Report on Form 10-K) that generated cash proceeds of approximately $1.1 billion.
For more detailed information, see Note 5 to Item 8 of this Annual Report on Form 10-K. 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.
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.
(4) Much of our contractual obligations to make operating lease payments are related to ground leases for which we are reimbursed by our tenants along with corporate office and equipment leases. (5) Includes approximately $40 million of future expenditures related to development projects and $76 million of future expenditures on committed capital improvement projects.
(4) Much of our contractual obligations to make operating lease payments are related to ground leases for which we are reimbursed by our tenants along with corporate office and equipment leases.
We also consider information obtained about each property as a result of our pre-acquisition due diligence, marketing, and leasing activities in estimating the fair value of the tangible and intangible assets acquired. 51 We record above-market and below-market in-place lease values, if any, for the facilities we own which are based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease.
We record above-market and below-market in-place lease values, if any, for the facilities we own which are based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease.
Described below are the non-GAAP financial measures used by management to supplement our evaluation of operating performance and that we consider useful to investors, together with reconciliations of these measures to the most directly comparable GAAP measures. 60 Funds From Operations and Normalized Funds From Operations Investors and analysts following the real estate industry utilize funds from operations, or FFO, as a supplemental performance measure.
Described below are the non-GAAP financial measures used by management to supplement our evaluation of operating performance and that we consider useful to investors, together with reconciliations of these measures to the most directly comparable GAAP measures.
If the loan is not collateralized, the loan will be reserved for/written-off once it is determined that such loan is no longer collectible. Interest receivables on loans are excluded from the forward-looking credit loss reserve model; however, we assess their collectability similar to how we assess collectability for interest receivables on financing leases described above.
If the loan is not collateralized, the loan will be reserved for/written-off once it is determined that such loan is no longer collectible. Interest receivables on loans are excluded from the forward-looking credit loss reserve model; however, an allowance is recorded when it is deemed probable that we will be unable to collect all amounts due.
Acquired Real Estate Purchase Price Allocation: For properties acquired for operating leasing purposes, we currently account for such acquisitions based on asset acquisition accounting rules. Under this accounting method, we allocate the purchase price of acquired properties to net tangible and identified intangible assets acquired based on their relative fair values.
Under this accounting method, we allocate the purchase price of acquired properties to net tangible and identified intangible assets acquired based on their relative fair values.
The amendments were effective as of June 30, 2024 and were to continue in effect through and including September 30, 2025 (the “Modified Covenant Period”) at which point the credit agreement provided that covenants would automatically reset to their prior levels.
The amendments also amended certain covenants from June 30, 2024 to September 30, 2025 (the “Modified Covenant Period”) at which point the credit agreement provided that covenants would automatically reset to their prior levels.
(“Ernest”); and • Selected as one of Modern Healthcare's Best Places to Work in healthcare in 2023, for the third consecutive year. Critical Accounting Estimates In order to prepare financial statements in conformity with GAAP in the U.S., we must make estimates about certain types of transactions and account balances.
Critical Accounting Estimates In order to prepare financial statements in conformity with GAAP in the U.S., we must make estimates about certain types of transactions and account balances.
Interest Expense Interest expense for 2024 and 2023 totaled $417.8 million and $411.2 million, respectively.
Interest Expense Interest expense for 2025 and 2024 totaled $510.4 million and $417.8 million, respectively.
These decreases were partially offset by approximately $1 million from the increase in CPI above the lease contractual minimum escalations. • Interest and other income — down $20.5 million from the prior year due to the following: o Interest from loans — down $4.9 million, primarily due to an approximate $16.9 million decrease from loan payoffs in 2024 and 2023 (including $12.8 million from the sale of our interest in the Priory syndicated term loan in the first quarter of 2024) and approximately $10.5 million more interest revenue in 2023 compared to the same period of 2024 as a result of the Prospect Transaction as described in Note 3 to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K. 58 These decreases are partially offset by approximately $16 million of net reserves recorded in 2023 related to interest receivables from Steward and our international joint venture (as the $81 million of write-offs in the 2023 fourth quarter exceeded the amount of revenue recorded in the year), approximately $4 million of interest income from the Prime mortgage loan we received as a result of the Prime disposal (as further described in Note 3 to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K including the repayment on August 29, 2024), approximately $1 million of higher income from annual escalations due to increases in CPI, approximately $0.8 million from loans made to new operators of the former Steward facilities, and approximately $1 million of favorable foreign currency fluctuations. o Other income — down $15.6 million from the prior year as we had less direct reimbursements from our cash basis tenants (such as Steward) for ground leases, property taxes, and insurance.
This decrease was partially offset by approximately $1 million from the increase in CPI above the lease contractual minimum escalations. • Interest and other income — down $5.2 million from the prior year due to the following: o Interest from loans — down $3.8 million, primarily due to an approximate $5.1 million decrease from the sale of our interest in the Priory syndicated term loan in the first quarter of 2024 and other loan payoffs, including the Prime mortgage loan that was repaid on August 29, 2024 (as further described in Note 3 to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K) and approximately $5.2 million less interest received from cash-basis tenants in 2025 compared to 2024, partially offset by approximately $3.8 million of additional revenue from the funding of new loans and $2.5 million of higher income from annual escalations due to increases in CPI. o Other income — down $1.4 million from the prior year as we had less direct reimbursements from our cash- basis tenants for ground leases, property taxes, and insurance.
In addition, we reduced our dividend from $0.15 per share to $0.08 per share for the last two quarters of the year, which resulted in cash savings of approximately $40 million per quarter.
In addition, we reduced our dividend from $0.15 per share to $0.08 per share for the last two quarters of the year, which resulted in cash savings of approximately $40 million per quarter. In regard to Steward, the bankruptcy court approved a global settlement in September 2024 between Steward, its lenders, the unsecured creditors committee, and us.
Income Tax Income tax expense includes 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.
We also incurred a $7.8 million economic loss in 2024 from the sale of our interest in the Priory syndicated term loan. Income Tax Expense Income tax expense includes 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.
Like operating lease receivables, the need for an allowance is based upon our assessment of the lessee’s overall financial condition, economic resources and payment record, the prospects for support from any financially responsible guarantors, and, if appropriate, the realizable value of any collateral.
The need for an allowance is based upon our assessment of the lessee’s overall financial condition, economic resources and payment record, the prospects for support from any financially responsible guarantors, and, if appropriate, the realizable value of any collateral. Financing leases are placed on non-accrual status when we determine that the collectibility of contractual amounts is not reasonably assured.
For the Years Ended December 31, 2024 2023 (In thousands except per share data) OPERATING DATA Total revenues $ 995,547 $ 871,799 Expenses: Interest 417,824 411,171 Real estate depreciation and amortization 447,657 603,360 Property-related 27,255 41,567 General and administrative 133,789 145,588 Total expenses 1,026,525 1,201,686 Other (expense) income: Gain (loss) on sale of real estate 478,693 (1,815 ) Real estate and other impairment charges, net (1,825,402 ) (376,907 ) (Loss) earnings from equity interests (366,642 ) 13,967 Debt refinancing and unutilized financing (costs) benefit (4,292 ) 285 Other (including fair value adjustments on securities) (615,565 ) 7,586 Income tax (expense) benefit (44,101 ) 130,679 Net loss (2,408,287 ) (556,092 ) Net income attributable to non-controlling interests (1,984 ) (384 ) Net loss attributable to MPT common stockholders $ (2,410,271 ) $ (556,476 ) Net loss attributable to MPT common stockholders per diluted share $ (4.02 ) $ (0.93 ) Weighted-average shares outstanding — basic and diluted 600,248 598,518 OTHER DATA Dividends declared per common share $ 0.46 $ 0.88 FFO(1) $ (1,400,123 ) $ 287,793 Normalized FFO(1) $ 482,705 $ 951,066 Normalized FFO per share(1) $ 0.80 $ 1.59 Cash paid for acquisitions and other related investments $ 105,618 $ 212,287 December 31, 2024 2023 (In thousands) BALANCE SHEET DATA Real estate assets — at cost $ 12,471,543 $ 14,778,132 Real estate accumulated depreciation/amortization (1,422,948 ) (1,407,971 ) Cash and cash equivalents 332,335 250,016 Investments in unconsolidated real estate joint ventures 1,156,397 1,474,455 Investments in unconsolidated operating entities 439,578 1,778,640 Other loans 109,175 292,615 Other 1,208,514 1,138,957 Total assets $ 14,294,594 $ 18,304,844 Debt, net $ 8,848,112 $ 10,064,236 Other liabilities 612,699 606,743 Total Medical Properties Trust, Inc. stockholders’ equity 4,832,729 7,631,600 Non-controlling interests 1,054 2,265 Total equity 4,833,783 7,633,865 Total liabilities and equity $ 14,294,594 $ 18,304,844 47 (1) See section titled “Non-GAAP Financial Measures” for an explanation of why these non-GAAP financial measures are useful along with a reconciliation to our GAAP earnings. 2024 Highlights In 2024, our focus was on improving our liquidity position, managing our near-term debt maturities, and securing as much value as possible while exiting our relationship with Steward.
For the Years Ended December 31, 2025 2024 (In thousands except per share data) OPERATING DATA Total revenues $ 972,022 $ 995,547 Expenses: Interest 510,362 417,824 Real estate depreciation and amortization 265,405 447,657 Property-related 36,415 27,255 General and administrative 130,427 133,789 Total expenses 942,609 1,026,525 Other (expense) income: Gain on sale of real estate 5,545 478,693 Real estate and other impairment charges, net (193,947 ) (1,825,402 ) Earnings (loss) from equity interests 97,851 (366,642 ) Debt refinancing and unutilized financing costs (3,629 ) (4,292 ) Other (including fair value adjustments on securities) (172,552 ) (615,565 ) Income tax expense (38,618 ) (44,101 ) Net loss (275,937 ) (2,408,287 ) Net income attributable to non-controlling interests (1,112 ) (1,984 ) Net loss attributable to MPT common stockholders $ (277,049 ) $ (2,410,271 ) Net loss attributable to MPT common stockholders per diluted share $ (0.46 ) $ (4.02 ) Weighted-average shares outstanding — basic and diluted 600,892 600,248 OTHER DATA Dividends declared per common share $ 0.33 $ 0.46 FFO(1) $ 183,924 $ (1,400,123 ) Normalized FFO(1) $ 346,277 $ 482,705 Normalized FFO per share(1) $ 0.58 $ 0.80 Cash paid for acquisitions and other related investments $ 142,089 $ 105,618 December 31, 2025 2024 (In thousands) BALANCE SHEET DATA Real estate assets — at cost $ 12,751,022 $ 12,471,543 Real estate accumulated depreciation/amortization (1,663,056 ) (1,422,948 ) Cash and cash equivalents 540,859 332,335 Investments in unconsolidated real estate joint ventures 1,399,777 1,156,397 Investments in unconsolidated operating entities 322,179 439,578 Other loans 186,292 109,175 Other 1,464,702 1,208,514 Total assets $ 15,001,775 $ 14,294,594 Debt, net $ 9,697,835 $ 8,848,112 Other liabilities 696,691 612,699 Total Medical Properties Trust, Inc. stockholders’ equity 4,606,195 4,832,729 Non-controlling interests 1,054 1,054 Total equity 4,607,249 4,833,783 Total liabilities and equity $ 15,001,775 $ 14,294,594 (1) See section titled “Non-GAAP Financial Measures” for an explanation of why these non-GAAP financial measures are useful along with a reconciliation to our GAAP earnings. 48 2025 Highlights In 2025, our primary objectives were to manage our near-term debt maturities, securing as much value as possible while exiting our relationship with Prospect, restructuring our investments in Vibra, and continuing the ramp up of rents on the re-tenanted properties formerly leased to Steward.
In addition, we received approximately $47 million in October 2024 from proceeds generated by the sale of three Space Coast properties as previously described in “Significant Tenants”; g) reduced our dividend from $0.15 per share to $0.08 per share for the last two quarters of the year, which resulted in cash savings of approximately $40 million per quarter; h) reduced revolving commitments under our revolving credit facility from $1.8 billion to $1.28 billion as part of a series of amendments more fully described below under “Debt Amendments, Restrictions, and Covenant Compliance”; i) on November 8, 2024, Astrana Health entered into a binding agreement to purchase the majority of PHP Holdings for approximately $745 million and the assumption of certain liabilities.
In addition, we received approximately $47 million in October 2024 from proceeds generated by the sale of three Space Coast properties as previously described in “Significant Tenants”; and g) reduced revolving commitments under our revolving credit facility from $1.8 billion to $1.28 billion as part of a series of amendments more fully described below under “Debt Amendments, Restrictions, and Covenant Compliance”.
Losses from Operating Lease Receivables: We utilize the information above along with the tenant's payment and default history in evaluating (on a property-by-property basis) whether or not a provision for losses on outstanding billed rent and/or straight-line rent receivables is needed.
Operating Lease Receivables: We utilize the information above along with the tenant's payment and default history in evaluating (on a lease-by-lease basis) whether or not lease payments are deemed probable of collection.
In addition, we incurred a $7.8 million economic loss from the sale of our interest in the Priory syndicated term loan and approximately $51.3 million of legal and other professional expenses associated with the Steward bankruptcy and responding to certain defamatory statements published by certain parties, among other things.
In addition, we incurred approximately $13.5 million in 2025 of legal and other professional expenses associated with the Prospect and Steward bankruptcies and responding to certain defamatory statements published by certain parties, among other things, compared to $51.3 million in 2024.
However, we may modify such projections as needed based on our review and analysis of historical results, meetings with key members of management, and our understanding of trends and developments within the healthcare industry. The DLOM on our investment in PHP Holdings was approximately 14.2% at December 31, 2024.
In regard to the underlying projections used in the discounted cash flow model, such projections are provided by the investees. However, we may modify such projections as needed based on our review and analysis of historical results, meetings with key members of management, and our understanding of trends and developments within the healthcare industry.
See Note 14 to Item 8 of this Annual Report on Form 10-K for additional details.
See Note 3 to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K for more details regarding these disposals.
A comparison of revenues for the years ended December 31, 2024 and 2023 is as follows (dollar amounts in thousands): 2024 2023 Change Rent billed $ 719,749 72.3 % $ 803,375 92.2 % $ (83,626 ) Straight-line rent 163,414 16.4 % (127,894 ) (14.7 )% 291,308 Income from financing leases 63,651 6.4 % 127,141 14.6 % (63,490 ) Interest and other income 48,733 4.9 % 69,177 7.9 % (20,444 ) Total revenues $ 995,547 100.0 % $ 871,799 100.0 % $ 123,748 Our total revenues for 2024 increased by $123.7 million or 14% over the prior year.
A comparison of revenues for the years ended December 31, 2025 and 2024 is as follows (dollar amounts in thousands): 2025 2024 Change Rent billed $ 736,543 75.8 % $ 719,749 72.3 % $ 16,794 Straight-line rent 152,163 15.6 % 163,414 16.4 % (11,251 ) Income from financing leases 39,735 4.1 % 63,651 6.4 % (23,916 ) Interest and other income 43,581 4.5 % 48,733 4.9 % (5,152 ) Total revenues $ 972,022 100.0 % $ 995,547 100.0 % $ (23,525 ) Our total revenues for 2025 decreased by $24 million or 2.4% over the prior year.
The indentures governing our senior unsecured notes also limit the amount of dividends we can pay based on the sum of 95% of funds from operations, proceeds of equity issuances, and certain other net cash proceeds.
The indentures governing our senior notes also limit the amount of dividends we can pay based on the sum of 95% of NAFFO, proceeds of equity issuances, and certain other net cash proceeds. Finally, our senior notes require us to maintain total unencumbered assets (as defined in the related indenture) of not less than 150% of our unsecured indebtedness.
In addition, we 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.
The net proceeds from the offering were approximately $2.5 billion after deducting discounts, commissions, and other offering related expenses.
In addition, we have liquidity of $1.4 billion (including cash on hand and availability under our $1.28 billion revolving credit facility) at February 28, 2025. We believe this liquidity along with the expected cash receipts of rent and interest pursuant to our contractual agreements with our tenants/borrowers is sufficient to fund our short-term liquidity requirements.
We believe this liquidity along with the expected cash receipts of rent and interest pursuant to our contractual agreements with our tenants/borrowers and distributions from our joint venture arrangements is sufficient to fund our short-term liquidity requirements (including the payoff of the notes coming due in 2026 as discussed above).
Thus, our operating results for the current year are not necessarily indicative of the results that may be expected in future years.
Thus, our operating results for the current year are not necessarily indicative of the results that may be expected in future years. 58 Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 Net loss for the year ended December 31, 2025, was $(0.3) billion ($(0.46) per share) compared to net loss of $(2.4) billion ($(4.02) per share) for the year ended December 31, 2024.
The following table presents a reconciliation of net loss attributable to MPT common stockholders to FFO and Normalized FFO for the years ended December 31, 2024 and 2023 (in thousands except per share data): For the Years Ended December 31, 2024 2023 FFO Information Net loss attributable to MPT common stockholders $ (2,410,271 ) $ (556,476 ) Participating securities’ share in earnings (946 ) (1,644 ) Net loss, less participating securities’ share in earnings $ (2,411,217 ) $ (558,120 ) Depreciation and amortization 509,524 676,132 (Gain) loss on sale of real estate (478,693 ) 1,815 Real estate impairment charges 980,263 167,966 Funds from operations $ (1,400,123 ) $ 287,793 Write-off of billed and unbilled rent and other 2,514 649,911 Other impairment charges 1,255,929 208,941 Litigation and other 51,308 15,886 Share-based compensation adjustments — (9,691 ) Non-cash fair value adjustments 563,666 (34,157 ) Tax rate changes and other 5,119 (167,332 ) Debt refinancing and unutilized financing costs (benefit) 4,292 (285 ) Normalized funds from operations $ 482,705 $ 951,066 Per diluted share data Net loss, less participating securities’ share in earnings $ (4.02 ) $ (0.93 ) Depreciation and amortization 0.86 1.13 (Gain) loss on sale of real estate (0.80 ) — Real estate impairment charges 1.63 0.28 Funds from operations $ (2.33 ) $ 0.48 Write-off of billed and unbilled rent and other — 1.09 Other impairment charges 2.08 0.35 Litigation and other 0.09 0.03 Share-based compensation adjustments — (0.02 ) Non-cash fair value adjustments 0.94 (0.06 ) Tax rate changes and other 0.01 (0.28 ) Debt refinancing and unutilized financing costs (benefit) 0.01 — Normalized funds from operations $ 0.80 $ 1.59 61 Distribution Policy We have elected to be taxed as a REIT commencing with our taxable year that began on April 6, 2004 and ended on December 31, 2004.
The following table presents a reconciliation of net loss attributable to MPT common stockholders to FFO and Normalized FFO for the years ended December 31, 2025 and 2024 (in thousands except per share data): For the Years Ended December 31, 2025 2024 FFO Information Net loss attributable to MPT common stockholders $ (277,049 ) $ (2,410,271 ) Participating securities’ share in earnings (889 ) (946 ) Net loss, less participating securities’ share in earnings $ (277,938 ) $ (2,411,217 ) Depreciation and amortization 322,712 509,524 Gain on sale of real estate (6,200 ) (478,693 ) Real estate impairment charges 145,350 980,263 Funds from operations $ 183,924 $ (1,400,123 ) Other impairment charges, net 59,651 1,258,443 Litigation, bankruptcy and other costs 13,477 51,308 Share-based compensation (fair value adjustments) (1) (10,259 ) — Non-cash fair value adjustments 106,442 563,666 Tax rate changes and other (11,231 ) 5,119 Debt refinancing and unutilized financing costs 4,273 4,292 Normalized funds from operations $ 346,277 $ 482,705 Per diluted share data Net loss, less participating securities’ share in earnings $ (0.46 ) $ (4.02 ) Depreciation and amortization 0.54 0.86 Gain on sale of real estate (0.01 ) (0.80 ) Real estate impairment charges 0.24 1.63 Funds from operations $ 0.31 $ (2.33 ) Other impairment charges, net 0.10 2.08 Litigation, bankruptcy and other costs 0.02 0.09 Share-based compensation (fair value adjustments) (1) (0.02 ) — Non-cash fair value adjustments 0.18 0.94 Tax rate changes and other (0.02 ) 0.01 Debt refinancing and unutilized financing costs 0.01 0.01 Normalized funds from operations $ 0.58 $ 0.80 (1) Total share-based compensation expense for GAAP purposes was $25.7 million and $33.0 million for the years ended December 31, 2025 and 2024, respectively, (including the impact from changes in estimated payouts of performance awards and fair value adjustments on certain awards that are to be settled in cash).
This decrease is partially offset by approximately $170 million of additional amortization expense recorded in 2024 primarily to fully amortize the intangibles associated with two master leases, including the Steward master lease that was terminated effective September 11, 2024. Property-related Property-related expenses for 2024 decreased to $27.3 million, compared to $41.6 million in 2023.
Overall, our weighted-average interest rate was 5.2% for 2025, compared to 4.3% for 2024. 59 Real Estate Depreciation and Amortization Real estate depreciation and amortization during 2025 decreased to $265.4 million from $447.7 million in 2024 primarily due to $170 million of additional amortization expense recorded in 2024 primarily to fully amortize the intangibles associated with two master leases, including the Steward master lease that was terminated effective September 11, 2024.
Other (Including Fair Value Adjustments on Securities) Other expense for 2024 was $615.6 million, compared to $7.6 million of income in the prior year. For 2024, we recognized an approximate $550 million unfavorable fair value adjustments to our investment in PHP Holdings.
We recognized approximately $147 million of unfavorable fair value adjustments to our investment in PHP Holdings in 2025, compared to approximately $550 million of unfavorable fair value adjustments in 2024.
In 2023, we recorded $376.9 million of impairment charges, of which $271 million related to our Steward properties, $86 million related to the Australia Transaction, and $11 million was a non-cash impairment charge on the three Prime properties sold. 59 (Loss) Earnings from Equity Interests Loss from equity interests was ($366.6) million for 2024, compared to $14 million of earnings for 2023, primarily due to the $410 million charge in the second quarter of 2024 associated with the real estate impairment in our Massachusetts-based partnership with Macquarie as further described in Note 3 to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
Earnings (loss) from Equity Interests Earnings from equity interests was $97.9 million for 2025, compared to a loss of ($366.6) million in 2024. This increase is primarily due to the $410 million charge in the second quarter of 2024 associated with the real estate impairment in our Massachusetts-based partnership with Macquarie.
We used these net proceeds to fund the redemption in full of our 3.325% Senior Unsecured Notes due 2025, 2.500% Senior Unsecured Notes due 2026, and 5.250% Senior Unsecured Notes due 2026.
Debt Refinancing and Unutilized Financing Costs Debt refinancing and unutilized financing costs were $3.6 million for 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 60 Unsecured Notes due 2026.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+1 added−2 removed10 unchanged
Biggest changeAt December 31, 2024, our outstanding debt totaled $8.9 billion, which consisted of fixed-rate debt of approximately $8.3 billion (after considering interest rate swaps in-place) and variable rate debt of $0.6 billion.
Biggest changeAt December 31, 2025, our outstanding debt totaled $9.8 billion (excluding debt issue costs and discounts), which consisted of fixed-rate debt of approximately $9.0 billion and variable rate debt of $0.8 billion. If market interest rates increase or decrease by 10%, the fair value of our debt at December 31, 63 2025 would decrease or increase by approximately $220 million.
In addition, they do not include measures we may take to minimize our exposure such as entering into future interest rate swaps to hedge against interest rate increases on our variable rate debt. 62 Interest Rate Sensitivity For fixed rate debt, interest rate changes affect the fair market value but do not impact net income to common stockholders or cash flows.
In addition, they do not include measures we may take to minimize our exposure such as entering into future interest rate swaps to hedge against interest rate increases on our variable rate debt. Interest Rate Sensitivity For fixed rate debt, interest rate changes affect the fair market value but do not impact net income to common stockholders or cash flows.
In addition, the value of our facilities will be subject to fluctuations based on changes in local and regional economic conditions and changes in the ability of our tenants to generate profits. Our primary exposure to market risks relates to fluctuations in interest rates and foreign currency.
In addition, the value of our facilities are subject to fluctuations based on changes in local and regional economic conditions and changes in the ability of our tenants to generate profits. Our primary exposure to market risks relates to fluctuations in interest rates and foreign currency.
If market rates of interest on our variable rate debt increase by 10%, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows by $3.7 million per year.
If market rates of interest on our variable rate debt increase by 10%, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows by $5.1 million per year.
If market rates of interest on our variable rate debt decrease by 10%, the decrease in interest expense on our variable rate debt would increase future earnings and cash flows by $3.7 million per year.
If market rates of interest on our variable rate debt decrease by 10%, the decrease in interest expense on our variable rate debt would increase future earnings and cash flows by $5.1 million per year.
This assumes that the average amount outstanding under our variable rate debt for a year is $0.6 billion, the balance of such variable rate debt at December 31, 2024.
This assumes that the average amount outstanding under our variable rate debt for a year is $0.8 billion, the balance of such variable rate debt at December 31, 2025.
Removed
If market interest rates increase by 10%, the fair value of our debt at December 31, 2024 (excluding the three senior unsecured notes paid off in 2025 with the new senior secured notes offering as discussed in Item 7 of this Annual Report on Form 10-K) would decrease by approximately $200.8 million.
Added
Based on our 2025 results, a 10% increase or decrease in exchange rates would decrease or increase our net loss by $8.1 million. 64
Removed
Based solely on our 2024 operating results, a 10% change to the following exchange rates would have impacted our net income, FFO, and Normalized FFO by the amounts below (in thousands): Net Income Impact FFO Impact NFFO Impact British pound (£) $ 9,093 $ 18,948 $ 19,675 Euro (€) 1,293 5,927 5,785 Swiss franc (CHF) 220 2,396 3,252 Colombian peso (COP) 1,849 174 263 63

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