株探米国株
エドガーで原本を確認する
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 FORM 10-K
☑    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
or 
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________ to __________
Commission File Number: 001-13779
wpclogo1a15.jpg

W. P. Carey Inc.
(Exact name of registrant as specified in its charter) 
Maryland 45-4549771
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
One Manhattan West, 395 9th Avenue, 58th Floor
New York, New York 10001
(Address of principal executive offices) (Zip Code)
Investor Relations (212) 492-8920
(212) 492-1100
(Registrant’s telephone numbers, including area code)
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of exchange on which registered
Common Stock, $0.001 Par Value WPC New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☑
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of last business day of the registrant’s most recently completed second fiscal quarter: $13.6 billion.
As of February 6, 2026, there were 219,145,876 shares of Common Stock of registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant incorporates by reference its definitive Proxy Statement with respect to its 2026 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of its fiscal year, into Part III of this Annual Report on Form 10-K.


INDEX
 
    Page No.
PART I    
Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.
PART II  
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III  
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV  
Item 15.
Item 16.

W. P. Carey 2025 10-K – 1

Forward-Looking Statements

This Annual Report on Form 10-K (the “Report”), including Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of Part II of this Report, contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements include, but are not limited to, statements regarding: the NLOP Spin-Off (as defined herein); our expectations surrounding the impact of the broader macroeconomic environment and the ability of tenants to pay rent; our financial condition, liquidity, results of operations, and prospects; our future capital expenditure and leverage levels, debt service obligations, and plans to fund our liquidity needs; prospective statements regarding our access to the capital markets, including our “at-the-market” program (“ATM Program”); statements that we make regarding our ability to remain qualified for taxation as a real estate investment trust (“REIT”); and the impact of recently issued accounting pronouncements and other regulatory activity.

These statements are based on the current expectations of our management. It is important to note that our actual results could be materially different from those projected in such forward-looking statements. There are a number of risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Other unknown or unpredictable risks or uncertainties, like the risks related to fluctuating interest rates, the impact of inflation and tariffs on our tenants and us, the effects of pandemics and global outbreaks of contagious diseases, and domestic or geopolitical crises, such as terrorism, military conflict, war or the perception that hostilities may be imminent, political instability or civil unrest, or other conflict, could also have material adverse effects on our business, financial condition, liquidity, results of operations, and prospects. You should exercise caution in relying on forward-looking statements as they involve known and unknown risks, uncertainties, and other factors that may materially affect our future results, performance, achievements, or transactions. Information on factors that could impact actual results and cause them to differ from what is anticipated in the forward-looking statements contained herein is included in this Report, as well as in our other filings with the Securities and Exchange Commission (“SEC”), including but not limited to those described in Item 1A. Risk Factors and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Report. Moreover, because we operate in a very competitive and rapidly changing environment, new risks are likely to emerge from time to time. Given these risks and uncertainties, potential investors are cautioned not to place undue reliance on these forward-looking statements as a prediction of future results, which speak only as of the date of this presentation, unless noted otherwise. Except as required by federal securities laws and the rules and regulations of the SEC, we do not undertake to revise or update any forward-looking statements.

All references to “Notes” throughout the document refer to the footnotes to the consolidated financial statements of the registrant in Part II, Item 8. Financial Statements and Supplementary Data.

W. P. Carey 2025 10-K – 2

PART I

Item 1. Business.

General Development of Business

W. P. Carey Inc. (“W. P. Carey” or the “Company”) is an internally-managed diversified REIT that, together with our consolidated subsidiaries and predecessors, is a leading owner of commercial real estate, net-leased to companies located primarily in the United States and Europe on a long-term basis. The vast majority of our revenues originate from lease revenue provided by our real estate portfolio, which is comprised primarily of single-tenant industrial, warehouse, and retail facilities that are critical to our tenants’ operations. Our portfolio is comprised of 1,682 properties, net-leased to 371 tenants in 25 countries. As of December 31, 2025, approximately 61% of our contractual minimum annualized base rent (“ABR”) was generated by properties located in the United States and approximately 33% was generated by properties located in Europe. As of that same date, our portfolio included 16 operating properties, comprised of 11 self-storage properties, four hotels, and one student housing property. During the year ended December 31, 2025, we sold 63 self-storage operating properties.

In September 2023, we announced a plan to exit the office assets within our portfolio by (i) spinning-off 59 office properties into Net Lease Office Properties, a Maryland real estate investment trust (“NLOP”), so that it became a separate publicly-traded REIT (the “Spin-Off”), and (ii) implementing an asset sale program to dispose of certain office properties retained by us (the “Office Sale Program”), which was completed in 2024 (Note 1).

On November 1, 2023, we completed the Spin-Off, contributing 59 office properties to NLOP (Note 3). Following the closing of the Spin-Off, NLOP operates as a separate publicly-traded REIT, which we externally manage pursuant to certain advisory agreements (the “NLOP Advisory Agreements”).

Founded in 1973, we became a publicly traded company listed on the New York Stock Exchange (“NYSE”) in 1998 and reorganized as a REIT in 2012. Our shares of common stock are listed on the NYSE under the ticker symbol “WPC.” Headquartered in New York, we also have offices in Dallas, London, and Amsterdam.

Narrative Description of Business

Business Objectives and Strategy

Our primary business objective is to invest in a diversified portfolio of high-quality, mission-critical assets subject to long-term net leases with built-in rent escalators for the purpose of generating stable cash flows, enabling us to grow our dividend and increase long-term stockholder value.

Our investment strategy primarily focuses on owning and actively managing a diverse portfolio of commercial real estate that is net-leased to credit-worthy companies. We review and evaluate the fundamental value of the underlying real estate. We believe that many companies prefer to lease rather than own their corporate real estate because it allows them to deploy their capital more effectively into their core competencies. We specialize in sale-leaseback transactions, where we acquire a company’s critical real estate and then lease it back to them on a long-term, triple-net basis, which requires them to pay substantially all of the costs associated with operating and maintaining the property (such as real estate taxes, insurance, and facility maintenance). Compared to other types of real estate investments, sale-leaseback transactions typically produce a more predictable income stream and require minimal capital expenditures, which in turn generate revenues that provide our stockholders with a stable, growing source of income.

We believe that diversification across property type, tenant, tenant industry, and geographic location, as well as diversification of our lease expirations and scheduled rent increases, are vital aspects of portfolio risk management and accordingly have constructed a portfolio of real estate that we believe is well-diversified across each of these categories. We capitalize on our large portfolio and existing tenant relationships through accretive expansions, renovations, and follow-on deals. We actively manage our real estate portfolio to monitor tenant credit quality and lease renewal risks. We also maintain ample liquidity, a conservative capital structure, and access to multiple forms of capital.

We intend to operate our business in a manner that is consistent with the maintenance of our status as a REIT for federal income tax purposes. In addition, we expect to manage our investments in order to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended.

W. P. Carey 2025 10-K – 3

Investment Strategies

When considering potential net-lease investments for our real estate portfolio, we review various aspects of a transaction to determine whether the investment and lease structure will satisfy our investment criteria. We generally analyze the following main aspects of each transaction:

Tenant/Borrower Evaluation — We evaluate each potential tenant or borrower for creditworthiness, typically considering factors such as management experience, industry position and fundamentals, operating history, and capital structure. We also rate each asset based on its market, liquidity, and criticality to the tenant’s operations, as well as other factors that may be unique to a particular investment. We seek opportunities where we believe the tenant may have a stable or improving credit profile or credit potential that has not been fully recognized by the market. We define creditworthiness as a risk-reward relationship appropriate to our investment strategies, which may or may not coincide with ratings issued by the credit rating agencies. We have a robust internal credit rating system and may designate subsidiaries of non-guarantor parent companies with investment grade ratings as “implied investment grade.”

Properties Critical to Tenant/Borrower Operations — We generally focus on properties and facilities that we believe are critical to the ongoing operations of the tenant. We believe that these properties generally provide better protection, particularly in the event of a bankruptcy, since a tenant/borrower is less likely to risk the loss of a critically important lease or property in a bankruptcy proceeding or otherwise.

Diversification — We attempt to diversify our portfolio to avoid undue dependence on any one particular tenant, borrower, collateral type, geographic location, or industry. By diversifying our portfolio, we seek to reduce the adverse effect of a single underperforming investment or a downturn in any particular industry or geographic region. While we do not set any fixed diversity metrics in our portfolio, we believe that it is well-diversified across these categories.

Lease Terms — Generally, the net-leased properties we invest in are leased on a full-recourse basis to the tenants or their affiliates. In addition, the vast majority of our leases provide for scheduled rent increases over the term of the lease (see Our Portfolio below). These rent increases are either fixed (i.e., mandated on specific dates) or tied to increases in inflation indices (e.g., the Consumer Price Index (“CPI”) or similar indices in the jurisdiction where the property is located), but may contain caps or other limitations, either on an annual or overall basis. In the case of retail stores and hotels, the lease may provide for participation in the gross revenues of the tenant above a stated level, which we refer to as percentage rent.

Real Estate Evaluation — We review and evaluate the physical condition of the property and the market in which it is located. We consider a variety of factors, including current market rents, replacement cost, residual valuation, property operating history, demographic characteristics of the location and accessibility, competitive properties, and suitability for re-leasing. We obtain third-party environmental and engineering reports and market studies when required. When considering an investment outside the United States, we will also consider factors particular to a country or region, including geopolitical risk, in addition to the risks normally associated with real property investments. See Item 1A. Risk Factors.

Transaction Provisions to Enhance and Protect Value — When negotiating leases with potential tenants, we attempt to include provisions that we believe help to protect the investment from material changes in the tenant’s operating and financial characteristics, which may affect the tenant’s ability to satisfy its obligations to us or reduce the value of the investment. Such provisions include covenants requiring our consent for certain activities, requiring indemnification protections and/or security deposits, and requiring the tenant to satisfy specific operating tests. We may also seek to enhance the likelihood that a tenant will satisfy their lease obligations through a letter of credit or guaranty from the tenant’s parent or other entity. Such credit enhancements, if obtained, provide us with additional financial security. However, in markets where competition for net-lease transactions is strong, some or all of these lease provisions may be difficult to obtain.

Competition — We face active competition from many sources, both domestically and internationally, for net-lease investment opportunities in commercial properties. In general, we believe that our management’s experience in real estate, credit underwriting, and transaction structuring will allow us to compete effectively for commercial properties. However, competitors may be willing to accept rates of return, lease terms, other transaction terms, or levels of risk that we find unacceptable.




W. P. Carey 2025 10-K – 4

Asset Management

We believe that proactive asset management is essential to maintaining and enhancing property values. Important aspects of asset management include entering into new or modified transactions to meet the evolving needs of current tenants, re-leasing properties, credit and real estate risk analysis, building expansions and redevelopments, repositioning assets, sustainability and efficiency analysis and retrofits, and strategic dispositions. We regularly engage directly with our tenants and form long-term working relationships with their decision makers in order to provide proactive solutions and to obtain an in-depth, real-time understanding of tenant credit.

We monitor compliance by tenants with their lease obligations and other factors that could affect the financial performance of our real estate investments on an ongoing basis, which typically involves ensuring that each tenant has paid real estate taxes and other expenses relating to the properties it occupies and is maintaining appropriate insurance coverage. To ensure such compliance at our properties, we often engage the expertise of third parties to complete property inspections. We also review tenant financial statements and undertake regular physical inspections of the properties to verify their condition and maintenance. Additionally, we periodically analyze each tenant’s financial condition, the industry in which each tenant operates, and each tenant’s relative strength in its industry. The in-depth understanding of our tenants’ businesses and direct relationships with their management teams provides strong visibility into potential issues as well as additional investment opportunities. Our business intelligence platform provides real-time surveillance and early warning, allowing asset managers to work with tenants to enforce lease provisions, and where appropriate, consider lease modifications.

Financing Strategies

We believe in maintaining ample liquidity, a conservative capital structure, and access to multiple forms of capital. We preserve balance sheet flexibility and liquidity by maintaining significant capacity on our $2.0 billion unsecured revolving credit facility (the “Unsecured Revolving Credit Facility”). We generally use the Unsecured Revolving Credit Facility to fund our immediate business needs, including new investments and the repayment of outstanding debt. We seek to replace short-term financing with more permanent forms of capital, including, but not limited to, common stock (including common stock issued through our ATM Program), unsecured forms of debt such as public bonds, private placements and bank debt, and proceeds from asset sales. We also use cash flow retained from our operations to fund our business needs. When evaluating which form of capital to pursue, we take into consideration multiple factors, including our corporate leverage levels and targets, and the most attractive source of capital available to us. We may choose to issue unsecured bonds, notes, and bank debt denominated in foreign currencies in part to fund international acquisitions and mitigate our exposure to fluctuations in exchange rates. While we seek to maintain a predominantly fixed-rate debt profile, a well-staggered maturity ladder, and access to a wide variety of capital sources, and expect to continue being rated investment grade, this places limitations on the amount of leverage acceptable in our capital structure and as a result there can be no assurance that we will be able to do so in the future.

Our Portfolio

At December 31, 2025, our portfolio had the following characteristics:

•Number of properties — full or partial ownership interests in 1,682 net-leased properties, 11 self-storage operating properties, four operating hotels, and one student housing operating property;
•Total net-leased square footage — approximately 183 million; and
•Net-lease occupancy rate — approximately 98.0%.

For more information about our portfolio, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Portfolio Overview.

W. P. Carey 2025 10-K – 5

Tenant/Lease Information

At December 31, 2025, our tenants/leases had the following characteristics:

•Number of tenants — 371;
•Investment grade tenants as a percentage of total ABR — 15%;
•Implied investment grade tenants as a percentage of total ABR — 7%;
•Weighted-average lease term — 12.0 years;
•99.7% of our leases as a percentage of total ABR provide rent adjustments as follows:
◦CPI and similar — 48.4%
◦Fixed — 48.2%
◦Other — 3.1%

Human Capital

Investing in Our Employees

At December 31, 2025, we had 199 employees, 145 of which were located in the United States and 54 of which were located in Europe. We seek to hire and retain a highly qualified workforce in compliance with applicable federal and other laws and regulations. We strive to attract the best and brightest applicants and support them as they grow with the company. We offer various types of training, including those focused on maintaining a supportive corporate culture, safety, and cybersecurity, coaching to facilitate leadership development, and trainings focused on job skills and development. By engaging with our employees and investing in their careers through training and development, we have built a talented workforce capable of executing our business strategies.

Inclusive Culture

When we Invest for the Long Run, our employees are at the core of that philosophy. We strive to make W. P. Carey a great place to work and to maintain a culture where everyone feels valued for who they are and what they contribute. We are an equal opportunity employer and consider qualified applicants regardless of race, color, religion, sexual orientation, gender, gender identity or expression, pregnancy, age, disability, military or veteran status, genetic information, or other statuses protected by applicable federal, state, and local law. We actively work to foster an inclusive corporate culture that respects differences in race, sexual orientation and gender identity, national origin, creeds, and other differences.

Employee Wellness and Benefits

Supporting our employees and their families is one of our top priorities and our comprehensive benefits package is designed to address the evolving needs of our workforce and their dependents In addition to robust health and wellness benefits, we also provide our employees with competitive compensation programs, with a focus on both current compensation and retirement planning for their future.

Additional information regarding our human capital programs and initiatives is available in our annual Proxy Statement and Corporate Responsibility Report, which can be found on our company website. Information on our website, including our Corporate Responsibility Report, is not incorporated by reference into this Report.

Available Information
 
We will supply to any stockholder, upon written request and without charge, a copy of this Report as filed with the SEC. Our filings can also be obtained for free on the SEC’s website at http://www.sec.gov. All filings we make with the SEC, including this Report, our quarterly reports on Form 10-Q, and our current reports on Form 8-K, as well as any amendments to those reports, are available for free on the Investor Relations portion of our website (http://www.wpcarey.com), as soon as reasonably practicable after they are filed with or furnished to the SEC.

W. P. Carey 2025 10-K – 6

Our quarterly earnings conference call and investor presentations are accessible by the public. We generally announce via press release the dates and conference call details for upcoming scheduled quarterly earnings announcements and webcast investor presentations, which are also available in the Investor Relations section of our website approximately ten days prior to the event.

Our Code of Business Conduct and Ethics, which applies to all directors, officers, and employees, including our chief executive officer and chief financial officer, is also available on our website. We intend to make available on our website all disclosures that are required under the Securities Exchange Act of 1934 or NYSE listing standards concerning amendments or waivers to our Code of Business Conduct and Ethics. We are providing our website address solely for the information of investors and do not intend for it to be an active link. We do not intend to incorporate the information contained on our website into this Report or other documents filed with or furnished to the SEC.

Item 1A. Risk Factors.
 
Our business, results of operations, financial condition, and ability to pay dividends could be materially adversely affected by various risks and uncertainties, including those enumerated below, which could cause such results to differ materially from those in any forward-looking statements. You should not consider this list exhaustive. New risk factors emerge periodically and we cannot assure you that the factors described below list all risks that may become material to us at any later time.

Risks Related to Our Portfolio and Ownership of Real Estate

We face an increasingly competitive marketplace for investments.

We compete for investments with many other institutions and investors, including other REITs, private equity firms, pension funds, and real estate companies. Operating in a competitive marketplace for investments could have a negative impact on our revenue growth. Our competitors may accept greater risk, lower returns, or a combination thereof allowing them to offer more attractive terms when pursuing investment opportunities. Access to capital and the cost of that capital could further impact the returns we generate from investments relative to our competitors and impair our ability to invest accretively. For example, high interest rates and equity costs may increase our cost of capital relative to our competitors and place additional pressure on investment spreads if capitalization rates (which generally respond to higher interest rates on a lag) remain constant or decline.

Our portfolio is concentrated by tenant industry and geographic location.

We are not required to meet any tenant industry, geographic diversification or property-type standards. Therefore, our investments may become concentrated by tenant industry, geographic location, type or tenant which could subject us to significant risks with potentially adverse effects on our investment objectives. For example, 9.6% and 9.4% of our ABR as of December 31, 2025 is concentrated by tenant industry in packaged foods & meats and food retail, respectively.

Because we invest in properties located outside the United States, we are exposed to additional risks.

We have invested, and may continue to invest, in properties located outside the United States. At December 31, 2025, our real estate properties located outside of the United States represented 39% of our ABR and our real estate properties located in Europe represented 33% of our ABR. These investments may be affected by factors particular to the local jurisdiction where the property is located and may expose us to additional risks, including:

•enactment of laws relating to foreign ownership of property (including expropriation of investments), or laws and regulations relating to our ability to repatriate invested capital, profits, or cash and cash equivalents back to the United States;
•legal systems where the ability to enforce contractual rights and remedies may be more limited than under U.S. law;
•trade disputes with other countries, the possibility of changes to some international trade agreements, and government regulatory actions, including the imposition of tariffs, trade barriers or other protectionist actions;
•difficulty in complying with conflicting obligations in various jurisdictions and the burden of observing a variety of evolving foreign laws, regulations, and governmental rules and policies, which may be more stringent than U.S. laws and regulations (including land use, zoning, environmental, financial, and privacy laws and regulations, such as the European Union’s General Data Protection Regulation);
•tax requirements vary by country and existing foreign tax laws and interpretations may change (e.g., the on-going implementation of the European Union’s Anti-Tax Avoidance Directives and the global minimum tax (“Pillar Two”)), which may result in additional taxes on our international investments or additional taxes as a result of Pillar Two;
W. P. Carey 2025 10-K – 7

•changes in operating expenses in particular countries or regions;
•increased energy and commodity prices in Europe;
•foreign exchange rates;
•geopolitical and military conflict risk and adverse market conditions caused by changes in national or regional economic or political conditions, which may impact relative interest rates, the terms or availability of debt financing, customers’ ability and willingness to renew agreements, make payments, and enter into new agreements, and energy costs; and
•political risks associated with our Eastern European assets as a result of the ongoing conflict between Russia and Ukraine.

The failure of our compliance and internal control systems to properly mitigate such additional risks, or of our operating infrastructure to support such international investments, could result in operational failures, regulatory fines, or other governmental sanctions. We may engage third-party asset managers in international jurisdictions to monitor compliance with legal requirements and lending agreements. Failure to comply with applicable requirements may expose us, our operating subsidiaries, or the entities we manage to additional liabilities. Our operations in the United Kingdom, the European Economic Area, and other countries are subject to significant compliance, disclosure, and other obligations.
In addition, the lack of publicly available information in certain jurisdictions could impair our ability to analyze transactions and may cause us to forego an investment opportunity. It may also impair our ability to receive timely and accurate financial information from tenants necessary to meet reporting obligations to financial institutions or governmental and regulatory agencies. Certain of these risks may be greater in less developed countries.

We are also subject to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar because we translate revenue denominated in foreign currency into U.S. dollars for our financial statements (our principal exposure is to the euro). Our results of our foreign operations are adversely affected by a stronger U.S. dollar relative to foreign currencies (i.e., absent other considerations, a stronger U.S. dollar will reduce both our revenues and our expenses).

Inflation and high interest rates have adversely affected our financial condition and results of operations and may continue to do so in the future.

Periods of inflation and elevated interest rates, particularly when sustained over a longer time horizon, have an adverse impact on our operations and financial condition. Net leases typically require our tenants to pay all property operating costs, including increases from inflation, and thus reduce our direct exposure to inflation in property expenses. However, inflationary pressures on property expenses at properties not subject to triple-net leases can and have caused us to incur additional expense. Inflation can and has impacted other expenses incurred by us including general and administrative costs. Elevated interest rates have also increased the cost of our variable-rate debt and new debt obligations we have entered into, negatively impacting the results of our operations and limiting our investment opportunities. Higher interest rates are often the result of challenges in the broader financing markets, and such challenges could impact our ability to arrange third-party debt, including to refinance maturing debt in part or in whole when due. If we are unable to find alternative credit arrangements or other funding sources, our financing needs may not be adequately met.

While the vast majority of our leases contain rent escalators, including inflation-linked rent escalators, expenses due to inflation or elevated interest rates could increase at a rate higher than our rental and other revenue. In the event an increase in our expenses is not sufficiently offset by contractual rent increases or increases in other revenue, we may be required to implement measures to conserve cash or preserve liquidity. Certain financial covenants could be affected by higher operating and debt service costs, which may also place restrictions on our liquidity. Furthermore, tenants and potential tenants of our properties may be adversely impacted by inflation and high interest rates, which could negatively impact our tenants’ ability to pay rent and the demand for our properties.

A significant amount of our leases will expire within the next five years and we may have difficulty re-leasing or selling our properties if tenants do not renew their leases.

Approximately 19% of our leases, based on our ABR as of December 31, 2025, are due to expire within the next five years. If these leases are not renewed or if the properties cannot be re-leased on terms that yield comparable payments, our lease revenues could be substantially adversely affected. In addition, when attempting to re-lease such properties, we may incur significant costs and the terms of any new or renewed leases will depend on prevailing market conditions at that time. We may also seek to sell such properties and incur losses due to prevailing market conditions. Some of our properties are designed for
W. P. Carey 2025 10-K – 8

the particular needs of a tenant; thus, we may be required to renovate or make rent concessions in order to lease the property to another tenant. If we need to sell such properties, we may have difficulty selling it to a third party due to the property’s unique design. Real estate investments are generally less liquid than many other financial assets, which may limit our ability to quickly adjust our portfolio in response to changes in economic or other conditions. These and other limitations may adversely affect returns to our stockholders.

Certain of our leases permit tenants to purchase a property at a predetermined price, which could limit our realization of any appreciation or result in a loss.

Under our existing leases, certain tenants have a right to repurchase the properties they lease from us. The purchase price may be a fixed price or it may be based on a formula or the market value at the time of exercise. If a tenant exercises its right to purchase the property and the property’s market value has increased beyond that price, we would not be able to fully realize the appreciation on that property. Additionally, if the price at which the tenant can purchase the property is less than our carrying value (e.g., where the purchase price is based on an appraised value), we may incur a loss. In addition, we may also be unable to reinvest proceeds from these dispositions in investments with similar or better investment returns.

Our ability to control the management of our net-leased properties is limited, which could impact our ability to make sustainability disclosures.

The lack of direct control over our net-leased properties due to the fact that tenants or managers are responsible for maintenance and other day-to-day management of the properties also makes it difficult for us to collect property-level environmental metrics and to enforce sustainability initiatives, which may impact our ability to comply with certain sustainability disclosure requirements or engage effectively with established sustainability frameworks and standards, such as the Global Real Estate Sustainability Benchmarks, the Task Force for Climate-Related Financial Disclosures and the Sustainability Accounting Standards Board. If we are unable to successfully collect the data necessary to comply with sustainability disclosure requirements, we may be subject to increased regulatory risk; and if such data is incomplete or unfavorable, our relationship with our investor base, our stock price, our sustainability ratings and our access to capital may be negatively impacted.

The direct and indirect impact on us and our tenants from severe weather could adversely affect our financial condition, operating results, and cash flows.

We may be directly and indirectly adversely impacted by severe weather events, such as hurricanes, drought, flooding and wildfires, some of which may be exacerbated by climate change. These events have resulted in and may in the future result in property damage and closures and may adversely impact the operations of our tenants and their ability to fulfill their obligations under their leases. Even if these events do not directly impact our properties, they have impacted and may continue to impact us and our tenants through increases in insurance, energy or other costs.

Because we are subject to possible liabilities relating to environmental matters, we could incur unexpected costs and our ability to sell or otherwise dispose of a property may be negatively impacted.
 
We have invested, and may in the future invest, in real properties historically or currently used for industrial, manufacturing, and other commercial purposes, and some of our tenants may handle hazardous or toxic substances, generate hazardous wastes, or discharge regulated pollutants to the environment. Buildings and structures on the properties we purchase may have known or suspected asbestos-containing building materials. We may invest in properties located in countries that have adopted laws or observe environmental management standards that are less stringent than those generally followed in the United States, which may pose a greater risk that releases of hazardous or toxic substances have occurred. We therefore may own properties that have known or potential environmental contamination as a result of historical or ongoing operations, which may expose us to liabilities under environmental laws. Some of these laws could impose the following on us:
 
•responsibility and liability for the cost of investigation and removal or remediation (including at appropriate disposal facilities) of hazardous or toxic substances in, on, or migrating from our property, generally without regard to our knowledge of, or responsibility for, the presence of these contaminants;
•liability for claims by third parties based on damages to natural resources or property, personal injuries, or costs of removal or remediation of hazardous or toxic substances in, on, or migrating from our property; and
•responsibility for managing asbestos-containing building materials and third-party claims for exposure to those materials.
 
W. P. Carey 2025 10-K – 9

Costs relating to investigation, remediation, or removal of hazardous or toxic substances, or for third-party claims for damages, may be substantial and could exceed any amounts estimated and recorded within our consolidated financial statements. The presence of hazardous or toxic substances at any of our properties, or the failure to properly remediate a contaminated property, could (i) give rise to a lien in favor of the government for costs it may incur to address the contamination or (ii) otherwise adversely affect our ability to sell or lease the property or to borrow using the property as collateral. In addition, environmental liabilities, or costs or operating limitations imposed on a tenant by environmental laws, could affect its ability to make rental payments to us. And although we endeavor to avoid doing so, we may be required, in connection with any future divestitures of property, to provide buyers with indemnifications against potential environmental liabilities.

The value of our real estate is subject to fluctuation.
 
We are subject to all of the general risks associated with the ownership of real estate, which include:

•adverse changes in general or local economic conditions, including changes in interest rates or foreign exchange rates;
•changes in the supply of, or demand for, similar or competing properties;
•competition for tenants and changes in market rental rates;
•the ongoing need for capital improvements;
•Federal Reserve short term rate decisions;
•the mortgage market and real estate market in the United States;
•inability to lease or sell properties upon termination of existing leases, or renewal of leases at lower rental rates;
•inability to collect rents from tenants due to financial hardship, including bankruptcy;
•changes in tax, real estate, zoning, or environmental laws that adversely impact the value of real estate;
•failure to comply with federal, state, and local legal and regulatory requirements, including the Americans with Disabilities Act and fire or life-safety requirements;
•changes in governmental rules and fiscal policies;
•uninsured property liability, property damage, or casualty losses;
•increased operating costs, which may not necessarily be offset by increased rents, including insurance premiums, utilities and real estate taxes, due to inflation and other factors;
•exposure to environmental losses and the effects of climate change; and
•civil unrest, acts of war, terrorism, acts of God, including earthquakes, hurricanes and other natural disasters (which may result in uninsured losses) and other factors beyond our control.

While the revenues from our leases are not directly dependent upon the value of the real estate owned, significant declines in real estate values could adversely affect us in many ways, including a decline in the residual values of properties at lease expiration, possible lease abandonment by tenants, and a decline in the attractiveness of triple-net lease transactions to potential sellers. We also face the risk that lease revenue will be insufficient to cover all corporate operating expenses and the debt service payments we incur.

Our success is materially dependent on the financial stability of our tenants.

The success of our business is dependent on the financial stability of the tenants occupying our properties. A default of a tenant on its lease payments may cause us to lose some of the anticipated revenue from an investment property. Even if our tenants are current on their rent obligations, if several of our tenants face significant financial instability, we may have to engage with such tenants to amend the terms of their existing agreements which could in turn materially affect our business and financial condition.

The bankruptcy or insolvency of tenants may cause a reduction in our revenue and an increase in our expenses.
 
We have had, and may in the future have, tenants file for bankruptcy protection. Bankruptcy or insolvency of a tenant could lead to the loss of lease or interest and principal payments, an increase in the carrying cost of the property, and litigation. If one or a series of bankruptcies or insolvencies is significant enough (more likely during a period of economic downturn), it could lead to a reduction in the value of our shares and/or a decrease in our dividend. Under U.S. bankruptcy law, a tenant that is the subject of bankruptcy proceedings has the option of assuming or rejecting any unexpired lease. If the tenant rejects the lease, any resulting claim we have for breach of the lease (excluding collateral securing the claim) will be treated as a general unsecured claim and the maximum claim will be capped. In addition, due to the long-term nature of our leases and, in some cases, terms providing for the repurchase of a property by the tenant, a bankruptcy court could recharacterize a net lease transaction as a secured lending transaction. Insolvency laws outside the United States may be more or less favorable to
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reorganization or the protection of a debtor’s rights as in the United States. In circumstances where the bankruptcy laws of the United States are considered to be more favorable to debtors and/or their reorganization, entities that are not ordinarily perceived as U.S. entities may seek to take advantage of U.S. bankruptcy laws.

High interest rates, inflation, the imposition of tariffs, heightened vacancy rates, extended loan maturities and an environment of increased loan delinquencies, may severely affect our tenants’ businesses, financial condition and liquidity, leading to an increase in tenant bankruptcy or insolvency. In addition, a portion of our tenants may fail to meet their obligations to us in full (or at all), or may otherwise seek modifications of such obligations, which would reduce our revenue and increase our expenses.

We may acquire or develop properties or acquire other real estate related companies, and this may create risks.

We may acquire or develop properties or acquire other real estate related companies when we believe that an acquisition or development is consistent with our business strategies. We may not succeed in consummating desired acquisitions or in completing developments on time or within budget. When we do pursue a project or acquisition, we may not succeed in leasing newly developed or acquired properties at rents sufficient to cover the costs of acquisition or development and operations. Difficulties in integrating acquisitions may prove costly or time-consuming and could divert management’s attention from other activities. Acquisitions or developments in new markets or industries where we do not have the same level of market knowledge may result in poorer than anticipated performance. We may also abandon acquisition or development opportunities that management has begun pursuing and consequently fail to recover expenses already incurred and will have devoted management’s time to a matter not consummated. Furthermore, our acquisitions of new properties or companies will expose us to the liabilities of those properties or companies, some of which we may not be aware of at the time of the acquisition. In addition, development of our existing properties presents similar risks.

Risks Related to Our Liquidity and Capital Resources

Our level of indebtedness could have significant adverse consequences and our cash flow may be insufficient to meet our debt service obligations.

Our consolidated indebtedness as of December 31, 2025, was approximately $8.7 billion, representing a consolidated debt to gross assets ratio of approximately 43.4%. Our level of indebtedness could have significant adverse consequences on our business and operations, including the following:

•it may increase our vulnerability to changes in economic conditions (including increases in interest rates) and limit our flexibility in planning for, or reacting to, changes in our business and/or industry;
•we may be at a disadvantage compared to our competitors with comparatively less indebtedness;
•we may be unable to hedge our debt, or such hedges may fail or expire, leaving us exposed to potentially volatile interest or currency exchange rates;
•any default on our secured indebtedness may lead to foreclosures, creating taxable income that could hinder our ability to meet the REIT distribution requirements imposed by the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”); and
•we may be unable to refinance our indebtedness or obtain additional financing as needed or on favorable terms.

Our ability to generate sufficient cash flow determines whether we will be able to (i) meet our existing or potential future debt service obligations; (ii) refinance our existing or potential future indebtedness; and (iii) fund our operations, working capital, acquisitions, capital expenditures, and other important business uses. Our future cash flow is subject to many factors beyond our control and we cannot assure you that our business will generate sufficient cash flow from operations, or that future sources of cash will be available to us on favorable terms, to meet all of our debt service obligations and fund our other important business uses or liquidity needs. As a result, we may be forced to take other actions to meet those obligations, such as selling properties, raising equity, or delaying capital expenditures, any of which may not be feasible or could have a material adverse effect on us. In addition, despite our substantial outstanding indebtedness and the restrictions in the agreements governing our indebtedness, we may incur significantly more indebtedness in the future, which would exacerbate the risks discussed above.

Restrictive covenants in our credit agreement and indentures may limit our ability to expand or fully pursue our business strategies.

The credit agreement for our Senior Unsecured Credit Facility and the indentures governing our Senior Unsecured Notes contain financial and operating covenants that, among other things, require us to meet specified financial ratios and may limit
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our ability to take specific actions, even if we believe them to be in our best interest (e.g., subject to certain exceptions, our ability to consummate a merger, consolidation, or a transfer of all or substantially all of our consolidated assets to another person is restricted). These covenants may restrict our ability to expand or fully pursue our business strategies. Our ability to comply with these and other provisions of our debt agreements may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments, or other events beyond our control. The breach of any of these covenants could result in a default under our indebtedness, which could result in the acceleration of the maturity of such indebtedness and potentially other indebtedness. If any of our indebtedness is accelerated prior to maturity, we may not be able to repay such indebtedness or refinance such indebtedness on favorable terms, or at all.

A downgrade in our credit ratings could materially adversely affect our business and financial condition as well as the market price of our Senior Unsecured Notes.

We plan to manage our operations to maintain investment grade status with a capital structure consistent with our current profile. There can be no assurance that we will be able to maintain our current credit ratings. Our credit ratings could change based upon, among other things, our historical and projected business, financial condition, liquidity, results of operations, and prospects. These ratings are subject to ongoing evaluation by credit rating agencies and we cannot provide any assurance that our ratings will not be changed or withdrawn by a rating agency in the future. If any of the credit rating agencies downgrades or lowers our credit rating, or if any credit rating agency indicates that it has placed our rating on a “watch list” for a possible downgrading or lowering, or otherwise indicates that its outlook for our rating is negative, it could have a material adverse effect on our costs and availability of capital, which could in turn have a material adverse effect on us and on our ability to satisfy our debt service obligations (including those under our Senior Unsecured Credit Facility, our Senior Unsecured Notes, or other similar debt securities that we issue) and to pay dividends on our common stock. Furthermore, any such action could negatively impact the market price of our Senior Unsecured Notes.

Some of our properties are encumbered by mortgage debt, which could adversely affect our cash flow.
 
At December 31, 2025, we had $140.6 million of property-level mortgage debt on a non-recourse basis, which limits our exposure on any property to the amount of equity invested in the property. If we are unable to make our mortgage-related debt payments as required, a lender could foreclose on the property or properties securing its debt. Additionally, lenders for our mortgage loan transactions typically incorporated various covenants and other provisions (including loan to value ratio, debt service coverage ratio, and material adverse changes in the borrower’s or tenant’s business) that can cause a technical loan default. Accordingly, if the real estate value declines or the tenant defaults, the lender would have the right to foreclose on its security. If any of these events were to occur, it could cause us to lose part or all of our investment, which could reduce the value of our portfolio and revenues available for distribution to our stockholders.
 
Some of our property-level financing may also require us to make a balloon payment at maturity. Our ability to make such balloon payments may depend upon our ability to refinance the obligation or sell the underlying property. When a balloon payment is due, however, we may be unable to refinance the balloon payment on terms as favorable as the original loan, make the payment with existing cash or cash resources, or sell the property at a price sufficient to cover the payment. Our ability to accomplish these goals will be affected by various factors existing at the relevant time, such as the state of national and regional economies, local real estate conditions, available mortgage or interest rates, availability of credit, our equity in the mortgaged properties, our financial condition, the operating history of the mortgaged properties, and tax laws. A refinancing or sale could affect the rate of return to stockholders and the projected disposition timeline of our assets.

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Risks Related to our Corporate Structure and Maryland Law
 
Certain provisions of our charter and Maryland law could inhibit changes in control.
 
Certain provisions of our charter and of the Maryland General Corporation Law (“MGCL”) may have the effect of inhibiting a third party from making a proposal to acquire us or impeding a change of control that could provide our stockholders with the opportunity to realize a premium over the then-prevailing market price of our common stock, including:

•to protect against the loss of our REIT status due to concentration of ownership levels, our charter generally limits the ability of a person, to own, actually or constructively, more than 9.8%, in either value or number of shares, whichever is more restrictive, of our aggregate outstanding shares of common stock or preferred stock. Our board of directors (our “Board”), in its sole discretion, may exempt a person from such ownership limits, provided that they obtain such representations, covenants, and undertakings as appropriate to determine that the exemption would not affect our REIT status. Our Board may also increase or decrease the common stock ownership limit and/or the aggregate stock ownership limit, so long as the change would not result in five or fewer persons beneficially owning more than 49.9% in value of our outstanding stock;
•“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock), or an affiliate thereof, for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes appraisal rights and supermajority voting requirements on these combinations;
•“control share” provisions that provide that holders of “control shares” of our company (defined as outstanding voting shares which, when aggregated with all other shares owned or controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares; and
•our charter empowers our Board, without stockholder approval, to increase or decrease the aggregate number of shares of our stock or the number of shares of stock of any class or series that we have authority to issue, classify any unissued shares of common stock or preferred stock, reclassify any previously classified, but unissued, shares of common stock or preferred stock into one or more classes or series of stock, and issue such shares of stock so classified or reclassified, and our Board may determine the relative rights, preferences, and privileges of any class or series of common stock or preferred stock issued, including terms that could have the effect of delaying or preventing a change of control transaction.
 
The MGCL permits various exemptions from its provisions, including business combinations that are exempted by a board of directors prior to the time that the “interested stockholder” becomes an interested stockholder. Our Board has, by resolution, exempted any business combination between us and any person who is an existing, or becomes in the future, an “interested stockholder.” Consequently, the five-year prohibition and the supermajority vote requirements will not apply to business combinations between us and any such person. As a result, such person may be able to enter into business combinations with us that may not be in the best interest of our stockholders, without compliance with the supermajority vote requirements and the other provisions of the statute. Additionally, this resolution may be altered, revoked, or repealed in whole or in part at any time and we may opt back into the business combination provisions of the MGCL. If this resolution is revoked or repealed, the statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer. In the case of the control share provisions of the MGCL, we have elected to opt out of these provisions of the MGCL pursuant to a provision in our bylaws. If we amend our bylaws to remove or modify this provision, the control share provisions of the statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.

Additionally, Title 3, Subtitle 8 of the MGCL permits our Board, without stockholder approval and regardless of what is currently provided in our charter or our bylaws, to implement certain governance provisions, some of which we do not currently have. Our charter contains a provision opting out of Section 3-803 of the MGCL, which permits a board of directors to be divided into classes pursuant by Board action and without a stockholder-approved charter amendment. This provision can be modified only with a board recommendation and stockholder approval of the charter amendment. If we elect in the future to become subject to any of the remaining provisions of Title 3, Subtitle 8 of the MGCL, such an election may have the effect of inhibiting a third party from making an acquisition proposal for our company or of delaying, deferring, or preventing a change in control of our company under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-current market price. Our charter, our bylaws, and Maryland law also contain
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other provisions that may delay, defer, or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders.

Risks Related to our REIT Structure
 
While we believe that we are properly organized as a REIT in accordance with applicable law, we cannot guarantee that the Internal Revenue Service will find that we have qualified as a REIT.
 
We believe that we are organized in conformity with the requirements for qualification as a REIT under the Internal Revenue Code beginning with our 2012 taxable year and that our current and anticipated investments and plan of operation will enable us to meet and continue to meet the requirements for qualification and taxation as a REIT. Investors should be aware, however, that the Internal Revenue Service or any court could take a position different from our own. Given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in our circumstances, no assurance can be given that we will qualify as a REIT for any particular year.
 
Furthermore, our qualification and taxation as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership, and other requirements on a continuing basis. Our ability to satisfy the quarterly asset tests under applicable Internal Revenue Code provisions and Treasury Regulations will depend on the fair market values of our assets, some of which are not susceptible to a precise determination. Our compliance with the REIT income and quarterly asset requirements also depends upon our ability to successfully manage the composition of our income and assets on an ongoing basis. While we believe that we will satisfy these tests, we cannot guarantee that this will be the case on a continuing basis. There are limited judicial or administrative interpretations of these provisions. Although we plan to continue to operate in a manner consistent with the REIT qualification rules, we cannot assure you that we will qualify in a given year or remain so qualified.

If we fail to remain qualified as a REIT, we would be subject to federal income tax at corporate income tax rates and would not be able to deduct distributions to stockholders when computing our taxable income.

If, in any taxable year, we fail to qualify for taxation as a REIT and are not entitled to relief under the Internal Revenue Code, we will:

•not be allowed a deduction for distributions to stockholders in computing our taxable income;
•be subject to federal and state income tax, including a 15% corporate minimum tax on certain corporations and a 1% excise tax on certain stock repurchases by certain corporations on our taxable income at regular corporate rate; and
•be barred from qualifying as a REIT for the four taxable years following the year when we were disqualified.

If we fail to make required distributions, we may be subject to federal corporate income tax.
 
We intend to declare regular quarterly distributions, the amount of which will be determined, and is subject to adjustment, by our Board. To continue to qualify and be taxed as a REIT, we will generally be required to distribute at least 90% of our REIT taxable income (determined without regard to the dividends-paid deduction and excluding net capital gain) each year to our stockholders. Generally, we expect to distribute all, or substantially all, of our REIT taxable income. If our cash available for distribution falls short of our estimates, we may be unable to maintain the proposed quarterly distributions that approximate our taxable income and we may fail to qualify for taxation as a REIT. In addition, our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the recognition of income for federal income tax purposes or the effect of nondeductible expenditures (e.g., capital expenditures, payments of compensation for which Section 162(m) of the Internal Revenue Code denies a deduction, the creation of reserves, or required debt service or amortization payments). To the extent we satisfy the 90% distribution requirement, but distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on our undistributed taxable income. We will also be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders for a calendar year is less than a minimum amount specified under the Internal Revenue Code. In addition, in order to continue to qualify as a REIT, any C corporation earnings and profits to which we succeed must be distributed as of the close of the taxable year in which we accumulate or acquire such C corporation’s earnings and profits.

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Because certain covenants in our debt instruments may limit our ability to make required REIT distributions, we could be subject to taxation.
 
Our existing debt instruments include, and our future debt instruments may include, covenants that limit our ability to make required REIT distributions. If the limits set forth in these covenants prevent us from satisfying our REIT distribution requirements, we could fail to qualify for federal income tax purposes as a REIT. If the limits set forth in these covenants do not jeopardize our qualification for taxation as a REIT, but prevent us from distributing 100% of our REIT taxable income, we will be subject to federal corporate income tax, and potentially a nondeductible excise tax, on the retained amounts.
 
Because we are required to satisfy numerous requirements imposed upon REITs, we may be required to borrow funds, sell assets, or raise equity on terms that are not favorable to us.
 
In order to meet the REIT distribution requirements and maintain our qualification and taxation as a REIT, we may need to borrow funds, sell assets, or raise equity, even if the then-prevailing market conditions are not favorable for such transactions. If our cash flows are not sufficient to cover our REIT distribution requirements, it could adversely impact our ability to raise short- and long-term debt, sell assets, or offer equity securities in order to fund the distributions required to maintain our qualification and taxation as a REIT. Furthermore, the REIT distribution requirements may increase the financing we need to fund capital expenditures, future growth, and expansion initiatives, which would increase our total leverage.
 
In addition, if we fail to comply with certain asset tests at the end of any calendar quarter, we must generally correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification. As a result, we may be required to liquidate otherwise attractive investments. These actions may reduce our income and amounts available for distribution to our stockholders.

Because the REIT rules require us to satisfy certain rules on an ongoing basis, our flexibility or ability to pursue otherwise attractive opportunities may be limited.
 
To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders, and the ownership of our common stock. Compliance with these tests will require us to refrain from certain activities and may hinder our ability to make certain attractive investments, including the purchase of non-qualifying assets, the expansion of non-real estate activities, and investments in the businesses to be conducted by our taxable REIT subsidiaries (“TRSs”), thereby limiting our opportunities and the flexibility to change our business strategy. Furthermore, acquisition opportunities in domestic and international markets may be adversely affected if we need or require target companies to comply with certain REIT requirements prior to closing on acquisitions.

Because the REIT provisions of the Internal Revenue Code limit our ability to hedge effectively, the cost of our hedging may increase and we may incur tax liabilities.
 
The REIT provisions of the Internal Revenue Code limit our ability to hedge assets and liabilities that are not incurred to acquire or carry real estate. Generally, income from hedging transactions that have been properly identified for tax purposes (which we enter into to manage interest rate risk with respect to borrowings to acquire or carry real estate assets) and income from certain currency hedging transactions related to our non-U.S. operations, do not constitute “gross income” for purposes of the REIT gross income tests (such a hedging transaction is referred to as a “qualifying hedge”). In addition, if we enter into a qualifying hedge, but dispose of the underlying property (or a portion thereof) or the underlying debt (or a portion thereof) is extinguished, we can enter into a hedge of the original qualifying hedge, and income from the subsequent hedge will also not constitute “gross income” for purposes of the REIT gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of the REIT gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRSs could be subject to tax on income or gains resulting from such hedges or expose us to greater interest rate risks than we would otherwise want to bear. In addition, losses in any of our TRSs generally will not provide any tax benefit, except for being carried forward for use against future taxable income in the TRSs.

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We use TRSs, which may cause us to fail to qualify as a REIT.
 
To qualify as a REIT for federal income tax purposes, we hold our non-qualifying REIT assets and conduct our non-qualifying REIT income activities in or through one or more TRSs. The net income of our TRSs is not required to be distributed to us. Income that is not distributed to us by our domestic TRSs will generally not be subject to the REIT income distribution requirement. However, certain income that is not distributed to us by our foreign TRSs may be deemed distributed to us by operation of certain provisions of the Internal Revenue Code and generally subject to REIT income distribution requirements. In addition, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings in our TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes the fair market value of our TRS interests and certain other non-qualifying assets to exceed 20% for taxable years through December 31, 2025 and 25% for subsequent taxable years of the fair market value of our assets, we would lose tax efficiency and could potentially fail to qualify as a REIT.

Because the REIT rules limit our ability to receive distributions from TRSs, our ability to fund distribution payments using cash generated through our TRSs may be limited.
 
Our ability to receive distributions from our TRSs is limited by the rules we must comply with in order to maintain our REIT status. In particular, at least 75% of our gross income for each taxable year as a REIT must be derived from real estate-related sources, which principally includes gross income from the leasing of our properties. Consequently, no more than 25% of our gross income may consist of dividend income from our TRSs and other non-qualifying income types. Thus, our ability to receive distributions from our TRSs is limited and may impact our ability to fund distributions to our stockholders using cash flows from our TRSs. Specifically, if our TRSs become highly profitable, we might be limited in our ability to receive net income from our TRSs in an amount required to fund distributions to our stockholders commensurate with that profitability.
 
Transactions with our TRSs could cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on an arm’s-length basis.
 
The Internal Revenue Code limits the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The Internal Revenue Code also imposes a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. We will structure our transactions with our TRSs on terms that we believe are arm’s-length to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to avoid application of the 100% excise tax.

We may be subject to a limitation on our deductions for business interest expense.

In addition, the deduction for net business interest is generally limited to 30% of the borrower’s adjusted taxable income (excluding non-business income, net operating losses and business interest income). This limitation on the deductibility of net business interest could result in additional taxable income for us and our subsidiaries that are C corporations, including our TRSs, unless we or our subsidiaries qualify as a real property trade or business and elect not to be subject to such limitation in exchange for using longer depreciation periods that may otherwise be available. WPC, and some of its subsidiaries, have made such election to be classified as a real property trade or business.

Because distributions payable by REITs generally do not qualify for reduced tax rates, the value of our common stock could be adversely affected.
 
Certain distributions payable by domestic or qualified foreign corporations to individuals, trusts, and estates in the United States are currently eligible for federal income tax at a maximum rate of 20% plus the 3.8% Medicare tax on net investment income, if applicable. Distributions payable by REITs, in contrast, are generally not eligible for this reduced rate, unless the distributions are attributable to dividends received by the REIT from other corporations that would otherwise be eligible for the reduced rate. Certain non-corporate U.S. stockholders may deduct 20% of their dividends from REITs (excluding qualified dividend income and capital gains dividends). For such U.S. stockholders in the top marginal tax bracket of 37%, the deduction for REIT dividends yields an effective income tax rate of 29.6% on REIT dividends, which is higher than the 20% tax rate on qualified dividend income paid by non- REIT “C” corporations. The more favorable tax rate for regular corporate distributions could cause qualified investors to perceive investments in REITs to be less attractive than investments in the stock of corporations that pay distributions, which could adversely affect the value of REIT stocks, including our common stock.

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Even if we continue to qualify as a REIT, certain of our business activities will be subject to other tax liabilities, which will continue to reduce our cash flows, and we will have potential deferred and contingent tax liabilities.
 
Even if we qualify for taxation as a REIT, we may be subject to certain (i) federal, state, local, and foreign taxes on our income and assets; (ii) taxes on any undistributed income and state, local, or foreign income; and (iii) franchise, property, and transfer taxes. In addition, we could be required to pay an excise or penalty tax under certain circumstances in order to utilize one or more relief provisions under the Internal Revenue Code to maintain qualification for taxation as a REIT, which could be significant in amount.
 
Any TRS assets and operations would continue to be subject, as applicable, to federal and state corporate income taxes and to foreign taxes in the jurisdictions in which those assets and operations are located. Any of these taxes would decrease our earnings and our cash available for distributions to stockholders.
 
We will also be subject to a federal corporate level tax at the highest regular corporate rate (currently 21%) on all or a portion of the gain recognized from a sale of assets formerly held by any C corporation that we acquire on a carry-over basis transaction occurring within a five-year period after we acquire such assets, to the extent the built-in gain based on the fair market value of those assets on the effective date of the REIT election is in excess of our then tax basis. The tax on subsequently sold assets will be based on the fair market value and built-in gain of those assets as of the beginning of our holding period. Gains from the sale of an asset occurring after the specified period will not be subject to this corporate level tax.

Because dividends received by foreign stockholders are generally taxable, we may be required to withhold a portion of our distributions to such persons.
 
Ordinary dividends received by foreign stockholders that are not effectively connected with the conduct of a U.S. trade or business are generally subject to U.S. withholding tax at a rate of 30%, unless reduced by an applicable income tax treaty. Additional rules with respect to certain capital gain distributions will apply to foreign stockholders that own more than 10% of our common stock.

The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes.

A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business, unless certain safe harbor exceptions apply. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, such characterization is a factual determination and no guarantee can be given that the Internal Revenue Service would agree with our characterization of our properties or that we will always be able to satisfy the available safe harbors.
 
The ability of our Board to revoke our REIT election, without stockholder approval, may cause adverse consequences for our stockholders.
 
Our organizational documents permit our Board to revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT. If we cease to be a REIT, we will not be allowed a deduction for dividends paid to stockholders in computing our taxable income and we will be subject to federal income tax at regular corporate rate and state and local taxes, which may have adverse consequences on the total return to our stockholders.

Federal and state income tax laws governing REITs and related interpretations may change at any time, and any such legislative or other actions affecting REITs could have a negative effect on us and our stockholders.

Federal and state income tax laws governing REITs or the administrative interpretations of those laws may be amended at any time. Federal, state, and foreign tax laws are under constant review by persons involved in the legislative process, at the Internal Revenue Service and the U.S. Department of the Treasury, and at various state and foreign tax authorities. Changes to tax laws, regulations, or administrative interpretations, which may be applied retroactively, could adversely affect us or our stockholders. We cannot predict whether, when, in what forms, or with what effective dates, the tax laws, regulations, and administrative interpretations applicable to us or our stockholders may be changed. Accordingly, we cannot assure you that any such change will not significantly affect our ability to qualify for taxation as a REIT or the federal income tax consequences to you or us.
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Risks Related to Our Overall Business

We are subject to the volatility of the capital markets, which may impact our ability to deploy capital.

The trading volume and market price of our common stock may fluctuate significantly and be adversely impacted in response to a number of factors, including disruption in the banking industry, inflation, trade disputes, and other macroeconomic developments. Therefore, our current or historical trading volume and share prices are not indicative of the number of shares of our common stock that will trade going forward or how the market will value shares of our common stock in the future. In addition, the capital markets may experience extreme volatility, disruption and periods of dislocation (e.g., during pandemics or a global financial crisis), which could make it more difficult for us to raise capital. Since net-lease REITs must be able to deploy capital with agility and consistency, if we cannot access the capital markets upon favorable terms or at all, we may be required to liquidate one or more investments, including when an investment has not yet realized its maximum return, which could also result in adverse tax consequences and affect our ability to capitalize on acquisition opportunities and/or meet operational needs. Moreover, market turmoil could lead to decreased consumer confidence and widespread reduction of business activity, which may materially and adversely impact us, including our ability to acquire and dispose of properties.

Future issuances of debt and equity securities may negatively affect the market price of our common stock.

We may issue debt or equity securities or incur additional borrowings in the future. Future issuances of debt securities would increase our interest costs and rank senior to our common stock upon our liquidation, and additional issuances of equity securities would dilute the holdings of our existing common stockholders (and any preferred stock may rank senior to our common stock for the purposes of making distributions), both of which may negatively affect the market price of our common stock. However, our future growth will depend, in part, upon our ability to raise additional capital, including through the issuance of debt and equity securities. Because our decision to issue additional debt or equity securities or incur additional borrowings in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature, or success of our future capital raising efforts. Thus, common stockholders bear the risk that our future issuances of debt or equity securities, or our incurrence of additional borrowings, will negatively affect the market price of our common stock.

There can be no assurance that we will be able to maintain cash dividends.

Our ability to continue to pay dividends in the future may be adversely affected by the risk factors described in this Report. More specifically, while we expect to continue our current dividend practices, we can give no assurance that we will be able to maintain dividend levels in the future for various reasons, including the following:

•there is no assurance that rents from our properties will increase or that future acquisitions will increase our cash available for distribution to stockholders, and we may not have enough cash to pay such dividends due to changes in our cash requirements, capital plans, cash flow, or financial position;
•our Board, in its sole discretion, determines the amount and timing of any future dividend payments to our stockholders based on a number of factors, therefore our dividend levels are not guaranteed and may fluctuate; and
•the amount of dividends that our subsidiaries may distribute to us may be subject to restrictions imposed by law or regulators, as well as the terms of any current or future indebtedness that these subsidiaries may incur.

Furthermore, certain agreements relating to our borrowings may, under certain circumstances, prohibit or otherwise restrict our ability to pay dividends to our common stockholders. Future dividends, if any, are expected to be based upon our earnings, financial condition, cash flows and liquidity, debt service requirements, capital expenditure requirements for our properties, financing covenants, and applicable law. If we do not have sufficient cash available to pay dividends, we may need to fund the shortage out of working capital or revenues from future acquisitions, if any, or borrow to provide funds for such dividends, which would reduce the amount of funds available for investment and increase our future interest costs. Our inability to pay dividends, or to pay dividends at expected levels, could adversely impact the market price of our common stock. Additionally, in the event that we have to declare dividends in-kind in order to satisfy the REIT annual distribution requirements, a holder of our common stock will be required to report dividend income as a result of such distributions even though we distributed no cash or only nominal amounts of cash to such stockholder.

W. P. Carey 2025 10-K – 18

We may make investments in asset classes or countries outside of our core investment strategy which may be perceived as complicating our strategy relative to our peers.

We may need to expand beyond our current asset class mix to grow our portfolio. As a result, we intend, to the extent that market conditions warrant, to seek to grow our business by increasing our investments in existing businesses, pursuing new investment strategies (including investment opportunities in new asset classes), developing new types of investment structures and products, and expanding into new geographic markets and businesses. Introducing new types of investment structures and products could increase the complexities involved in managing such investments, including to ensure compliance with regulatory requirements and terms of the investment. Making investments in assets classes or countries outside of our core investment strategy may also be perceived as complicating our strategy relative to our peers.

Entry into new asset classes or countries may subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to increased litigation and regulatory risk and costs.

Failure to hedge effectively against interest rate changes and foreign exchange rate changes may have a material adverse effect on our business, financial condition and results of operations.

The interest rate and foreign exchange rate hedge instruments we may use to manage some of our exposure to interest rate and foreign exchange rate volatility involve risk, such as the risk that counterparties may fail to honor their obligations under these arrangements. Failure to hedge effectively against such interest rate and foreign exchange rate changes may have a material adverse effect on our business, financial condition and results of operations.

Uninsured losses relating to property or excessively expensive premiums for insurance coverage could adversely affect our cash flows and operating results.

Although the majority of our tenants are responsible for obtaining insurance on their properties, we maintain insurance coverage on some of our properties with third-party carriers who provide a portion of the coverage of potential losses and we maintain contingency coverage on all of our properties. We also currently self-insure a portion of our North American portfolio and NLOP’s North American portfolio through our captive insurance company and may be required to fund additional capital to our captive insurance company, or we may be required to bear that loss. As a result, our cash flows and operating results may be adversely affected.

The occurrence of cyber incidents, or a deficiency in our cyber security, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.
 
A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity, or availability of our information resources, which could be an intentional attack or an unintentional accident or error. Information technology, communication networks, and other computer resources are essential for us to carry out important operational activities and maintain our business records.

In addition, we may store or come into contact with sensitive information and data. If we or our third-party service providers fail to comply with applicable privacy or data security laws in handling this information, including the General Data Protection Regulation and the California Consumer Privacy Act, we could face significant legal and financial exposure to claims of governmental agencies and parties whose privacy is compromised, including sizable fines and penalties.

We have implemented processes, procedures, and controls, which are reviewed periodically and are intended to address ongoing and evolving cyber security risks. However, these measures do not guarantee that our financial results will not be negatively impacted by such an incident, especially in light of the fact that it is not always possible to anticipate, detect, or recognize threats to our systems. Additionally, as artificial intelligence technologies become increasingly sophisticated, the security risks associated with their use and the potential for misuse also increase. The primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to our relationship with our tenants, expensive remediation efforts, liability exposure under federal and state law, and private data exposure. There can be no assurance that the insurance we maintain to cover some of these risks will be sufficient to cover the losses from any future breaches of our systems.

Further information relating to cybersecurity risk management is discussed in Item 1C. Cybersecurity in this Report.

W. P. Carey 2025 10-K – 19

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

We maintain an information technology and cybersecurity program.

Management and Board Oversight

We are committed to cybersecurity and vigilantly protecting all our resources and information from unauthorized access. Our cybersecurity approach incorporates a layered portfolio of employee training programs, multiple resources to manage and monitor the evolving threat landscape, Board oversight of cybersecurity risks and knowledgeable teams responsible for preventing and detecting cybersecurity risks.

As part of the Board’s oversight of risk management, the Board reviews our cyber-risks with management and the actions we are taking to mitigate such risks. These actions include implementing industry-recognized practices for protecting systems, third-party monitoring of certain systems and cybersecurity training for employees. Board oversight of risk is also performed between meetings through the Audit Committee and communications between management and the Board. The Board receives periodic education around cybersecurity risks and best practices.

Additionally, the Audit Committee, which consists solely of independent directors, is responsible for overseeing cybersecurity risks and related initiatives. The Audit Committee reviews our enterprise risk and cybersecurity risks. It also reviews the steps management has taken to protect against threats to our information systems and security and receives updates on cybersecurity on a quarterly basis.

Our information technology team is led by our Chief Information Officer who reports to our Chief Financial Officer and has extensive experience working with information security systems. Our information technology team consists of individuals with expertise in assessing, preventing and addressing cybersecurity risk and is responsible for executing our cybersecurity program as well as communicating regularly with senior management, our cybersecurity governance committee, the Audit Committee and the Board. Our cybersecurity governance committee, comprised of our Chief Financial Officer, Chief Legal Officer, Chief Information Officer, Head of Internal Audit and senior members of our information technology team are responsible for developing and maintaining our cybersecurity policies and standards, monitoring ongoing compliance and program updates, and ensuring our information security is aligned with our business objectives and strategies.

Processes for Assessing, Identifying and Managing Material Risks from Cybersecurity Threats

Our cybersecurity program focuses on (1) preventing and preparing for cybersecurity incidents, (2) detecting and analyzing cybersecurity incidents and (3) containing, eradicating, recovering from and reporting cybersecurity events.

Prevention and Preparation

We employ a variety of measures to prevent threats related to privacy, information technology security and cybersecurity, which include password protection, frequent mandatory password change events, multi-factor authentication, internal phishing testing, vulnerability scanning and penetration testing.

Our information technology and internal audit teams utilize frameworks consistent with well-recognized industry cybersecurity frameworks to identify and mitigate information security risks and oversee an active cybersecurity training program.

In addition, our information technology team conducts routine security assessments as well as ongoing cybersecurity training campaigns for employees and our Board to enhance awareness and increase vigilance for the various types of cybersecurity attacks to which they may be exposed. Our internal audit team evaluates and monitors our internal controls over systems access in an effort to mitigate information security risks that may result from unauthorized access to systems and data.

Third-party vendors are vetted through our service delivery program to ensure they have an established cybersecurity program. We have also engaged our managed security provider to manage a supply chain defense subscription that will help obtain visibility into cybersecurity risks across high-risk third party vendors by proactively identifying, prioritizing, and driving
W. P. Carey 2025 10-K – 20

remediation for cyber risks posed by critical business partners. Our managed security provider’s risk operations center will escalate certain alerts regarding third-party vendors directly to the IT Department thus providing direct collaboration with third parties, saving time and improving risk reduction while safeguarding our relationships with such third parties.

Detection and Analysis

Cybersecurity incidents may be detected through a variety of means, including but not limited to automated event-detection notifications or similar technologies which are monitored by our managed cybersecurity provider, notifications from employees, vendors or service providers, and notifications from third party information technology system providers. Once a potential cybersecurity incident is identified, including a third party cybersecurity event, the incident response team designated pursuant to our incident response plan follows the procedures set forth in the plan to investigate the potential incident, such as determining the nature of the event and assessing the severity of the event.

Containment, Eradication, Recovery, and Reporting

In the event of a cybersecurity incident, the incident response team is responsible for containing the cybersecurity incident, consistent with the procedures in the incident response plan.

Once a cybersecurity incident is contained, the focus shifts to remediation. Eradication and recovery activities depend on the nature of the cybersecurity incident. They may include returning affected systems to an operationally ready state and confirming that the affected systems are functioning normally.

We have relationships with a number of third party service providers to assist with cybersecurity containment and remediation efforts, including outside legal counsel, vendors and external insurance brokers.

In the event of a cybersecurity incident, the incident response team is responsible for following the steps outlined in our incident response plan, including notifying our senior management, as appropriate.

Following the conclusion of an incident, we, with the assistance of the incident response team, will generally reassess the effectiveness of the cybersecurity program and incident response plan, identify potential adjustments as appropriate and report to our senior management and our Audit Committee on these matters.

Cybersecurity Risks

As of December 31, 2025, we have not had any known instances of material cybersecurity incidents, including third-party incidents, during any of the last three fiscal years. However, there can be no assurance that our cybersecurity efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging. See Item 1A. Risk Factors — The occurrence of cyber incidents, or a deficiency in our cyber security, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.

Item 2. Properties.
 
Our principal corporate offices are located at One Manhattan West, 395 9th Avenue, 58th Floor, New York, NY 10001 and our international offices are located in London and Amsterdam. We have additional office space domestically in Dallas. We lease all of these offices and believe these leases are suitable for our operations for the foreseeable future.
 
See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Portfolio Overview for a discussion of the properties we hold for rental operations and Part II, Item 8. Financial Statements and Supplementary Data — Schedule III — Real Estate and Accumulated Depreciation for a detailed listing of such properties.

Item 3. Legal Proceedings.
 
Various claims and lawsuits arising in the normal course of business are pending against us. The results of these proceedings are not expected to have a material adverse effect on our consolidated financial position or results of operations.

W. P. Carey 2025 10-K – 21

Item 4. Mine Safety Disclosures.
 
Not applicable.

W. P. Carey 2025 10-K – 22

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 
Market Information
 
Our common stock is listed on the NYSE under the ticker symbol “WPC.” At February 6, 2026 there were 7,005 registered holders of record of our common stock. This figure does not reflect the beneficial ownership of shares of our common stock.

Stock Price Performance Graph
 
The graph below provides an indicator of cumulative total stockholder returns for our common stock for the period December 31, 2020 to December 31, 2025, as compared with the S&P 500 Index and the MSCI US REIT Index. The graph assumes a $100 investment on December 31, 2020, together with the reinvestment of all dividends. The graph does not reflect any adjustments for the Spin-Off of NLOP that was completed on November 1, 2023 and accomplished via a pro rata dividend of one NLOP common share for every 15 shares of WPC common stock outstanding (Note 3).

918
  At December 31,
  2020 2021 2022 2023 2024 2025
W. P. Carey Inc. $ 100.00  $ 122.88  $ 123.46  $ 111.34  $ 99.55  $ 124.42 
S&P 500 Index 100.00  128.71  105.40  133.10  166.40  196.16 
MSCI US REIT Index 100.00  143.06  108.00  122.84  133.59  137.53 
 
The stock price performance included in this graph is not indicative of future stock price performance.

Dividends

We currently intend to continue paying cash dividends consistent with our historical practice; however, our Board determines the amount and timing of any future dividend payments to our stockholders based on a variety of factors. Refer to Note 13 for information on the tax treatment of our dividends.

Item 6. Reserved

W. P. Carey 2025 10-K – 23

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding our financial statements and the reasons for changes in certain key components of our financial statements from period to period. This item also provides our perspective on our financial position and liquidity, as well as certain other factors that may affect our future results.

The following discussion should be read in conjunction with our consolidated financial statements in Item 8 of this Report and the matters described under Item 1A. Risk Factors. Please see our Annual Report on Form 10-K for the year ended December 31, 2024 for discussion of our financial condition and results of operations for the year ended December 31, 2023. Refer to Item 1. Business for a description of our business.

Financial Highlights
 
During the year ended December 31, 2025, we completed the following (as further described in the consolidated financial statements):

Real Estate

Investments

•We acquired 31 investments totaling $2.0 billion (Note 5, Note 6).
•We completed three construction projects at a cost totaling $68.9 million (Note 5).
•We acquired a 47.50% ownership interest in the partnership that owns the Las Vegas Retail Complex for $5.0 million (Note 8). In addition, we funded approximately $3.2 million for a construction loan on this project during the year ended December 31, 2025. Through December 31, 2025, we have funded $250.9 million (Note 6, Note 8).
•We committed to fund 11 construction projects totaling $277.3 million (on a consolidated basis). We currently expect to complete the projects in 2026 and 2027 (Note 5, Note 6).

Dispositions

•We disposed of 128 properties for total proceeds, net of selling costs, of $1.5 billion, including (i) 63 self-storage operating properties for total proceeds, net of selling costs, of $772.2 million, and (ii) one student housing operating property for proceeds, net of selling costs, of $77.8 million (Note 16).

Financing and Capital Markets Transactions

•In February 2025, we repaid our $450 million of 4.000% Senior Notes due 2025 at maturity (Note 11).
•On March 31, 2025, we refinanced our €500.0 million Unsecured Term Loan due 2029, extending the maturity date by three years to April 2029. In conjunction with this refinancing, we executed variable-to-fixed interest rate swaps that fix the floating rate component of the per annum interest rate at 2.00% through the end of 2027, for a total annual interest rate of approximately 2.80% as of December 31, 2025 (inclusive of the current spread) (Note 11).
•On March 31, 2025, we executed variable-to-fixed interest rate swaps that fix the floating rate component of the per annum interest rate on our £270.0 million GBP Term Loan due 2028 at 3.92% through the end of 2027, for a total annual interest rate of approximately 4.72% as of December 31, 2025 (inclusive of the current spread) (Note 11).
•On July 10, 2025, we completed an underwritten public offering of $400.0 million of 4.650% Senior Notes due 2030, at a price of 99.088% of par value. These 4.650% Senior Notes due 2030 have a five-year term and are scheduled to mature on July 15, 2030 (Note 11).
•We sold 6,258,496 shares of common stock during the year ended December 31, 2025 through our ATM Forwards at a weighted-average gross price of $67.53 per share, for anticipated gross proceeds of approximately $422.6 million as of December 31, 2025. As of the date of this Report, all of these shares of common stock sold through our ATM Forwards remain unsettled (Note 13).
•We repaid non-recourse mortgage debt outstanding totaling $265.1 million with a weighted-average interest rate of 4.5% (Note 11).

W. P. Carey 2025 10-K – 24

Dividends to Stockholders

We declared cash dividends totaling $3.620 per share, comprised of four quarterly dividends per share of $0.890, $0.900, $0.910, and $0.920.

Consolidated Results

(in thousands, except shares)
Years Ended December 31,
2025 2024
Total revenues $ 1,716,485  $ 1,583,018 
Net income attributable to W. P. Carey 466,359  460,839 
Dividends declared 799,907  770,426 
Net cash provided by operating activities (a)
 1,282,319  1,833,112 
Net cash used in investing activities (960,140) (1,133,892)
Net cash used in financing activities (761,710) (688,468)
Supplemental financial measures (b):
  
Adjusted funds from operations attributable to W. P. Carey (AFFO)
 1,098,243  1,035,945 
Diluted weighted-average shares outstanding 221,112,343  220,520,457 
__________
(a)Amounts for the years ended December 31, 2025 and 2024 include $200.2 million and $806.8 million, respectively, of proceeds from the sales of net investments in sales-type leases (primarily the Grupo Memora portfolio sold during 2025 and the U-Haul and State of Andalusia portfolios sold during 2024) (Note 6). Such proceeds are included within Net cash provided by operating activities in accordance with Accounting Standards Codification (“ASC”) 842, Leases.
(b)We consider Adjusted funds from operations (“AFFO”), a supplemental measure that is not defined by U.S. generally accepted accounting principles (“GAAP”) (a “non-GAAP measure”), to be an important measure in the evaluation of our operating performance. See Supplemental Financial Measures below for our definition of this non-GAAP measure and a reconciliation to its most directly comparable GAAP measure.

Revenues

Total revenues increased in 2025 as compared to 2024, primarily due to net investment activity and rent escalations, partially offset by lower operating property revenues as a result of self-storage operating property dispositions (Note 16).

Net Income Attributable to W. P. Carey

Net income attributable to W. P. Carey increased in 2025 as compared to 2024, primarily due to a higher gain on sale of real estate, lower unrealized losses recognized on our investment in shares of Lineage (Note 9), and the accretive impact of net investment activity, partially offset by higher losses from remeasurement of foreign debt, a gain on change in control of interests recognized in connection with the purchase of the remaining interest in a jointly owned investment during 2024 (Note 8), and higher impairment charges (Note 9).

AFFO

AFFO increased in 2025 as compared to 2024, primarily due to the impact of net investment activity and rent escalations.

W. P. Carey 2025 10-K – 25

Portfolio Overview

Our portfolio is comprised of operationally-critical, commercial real estate assets net leased to tenants located primarily in the United States and Europe. We invest in high-quality single tenant industrial, warehouse, and retail properties subject to long-term net leases with built-in rent escalators. Portfolio information is provided on a pro rata basis, unless otherwise noted below, to better illustrate the economic impact of our various net-leased jointly owned investments. See Terms and Definitions below for a description of pro rata amounts.

Portfolio Summary
As of December 31,
Net-leased Properties 2025 2024
ABR (in thousands) $ 1,553,312  $ 1,337,172 
Number of net-leased properties 1,682  1,555 
Number of tenants 371  355 
Total square footage (in thousands) 183,498  176,420 
Occupancy 98.0  % 98.6  %
Weighted-average lease term (in years) 12.0  12.3 
Operating Properties
Number of operating properties: 16  84 
Number of self-storage operating properties 11  78 
Number of hotel operating properties 4  4 
Number of student housing operating properties 1  2 
Occupancy (self-storage operating properties) 87.6  % 89.6  %
Number of countries (a)
 25  26 
Total assets (in thousands) $ 17,990,232  $ 17,535,024 
Net investments in real estate (in thousands) 15,469,174  14,580,475 
Years Ended December 31,
2025 2024
Acquisition volume (in millions) (b)
 $ 2,038.5  $ 1,477.0 
Construction projects completed (in millions) 68.9  87.0 
Average U.S. dollar/euro exchange rate 1.1295  1.0820 
Average U.S. dollar/British pound sterling exchange rate 1.3178  1.2781 
 
__________
(a)We sold all of our investments in Norway during 2025 (Note 16).
(b)Amounts for the years ended December 31, 2025 and 2024 include $3.2 million and $16.3 million, respectively, of funding for a construction loan accounted for as an equity method investment (Note 8). Amount for the year ended December 31, 2025 includes $5.0 million to acquire a 47.5% ownership interest in that equity investment (Note 8). Amounts for the years ended December 31, 2025 and 2024 include $3.9 million and $31.9 million, respectively, of funding for two construction loans accounted for as secured loans receivable (Note 6). Amounts for the year ended December 31, 2025 and 2024 include $370.0 million and $238.6 million, respectively, of sale-leasebacks classified as loans receivable (Note 6). Amount for the year ended December 31, 2024 includes the purchase of the remaining interest in a jointly owned investment for $10.5 million (Note 8).

W. P. Carey 2025 10-K – 26

Net-Leased Portfolio

The tables below represent information about our net-leased portfolio at December 31, 2025 on a pro rata basis and, accordingly, exclude all operating properties. See Terms and Definitions below for a description of pro rata amounts and ABR.

Top Ten Tenants by ABR
(dollars in thousands)
Tenant Description Number of Properties ABR ABR Percent Weighted-Average Lease Term (Years)
Extra Space Storage Net lease self-storage properties in the U.S. leased to publicly traded self-storage REIT 43  $ 41,332  2.7  % 23.7 
Apotex (a)
 Pharmaceutical R&D and manufacturing properties in the Greater Toronto Area leased to generic drug manufacturer 11  33,448  2.2  % 17.2 
Life Time Fitness Health and fitness facilities in the U.S. leased to premium athletic club operator 12  32,450  2.1  % 7.9 
Metro Italia (b)
 Business-to-business retail stores in Italy leased to cash and carry wholesaler 19  30,893  2.0  % 4.4 
Fortenova (b)
 Grocery stores and one warehouse in Croatia leased to European food retailer 19  28,404  1.8  % 8.3 
OBI (b)
 Retail properties in Poland leased to German DIY retailer 26  27,524  1.8  % 5.3 
Fedrigoni (b)
 Industrial and warehouse facilities in Germany, Italy and Spain leased to global manufacturer of premium packaging and labels 16  25,517  1.6  % 17.9 
TI Automotive (formerly ABC Technologies) (a) (c)
 Automotive parts manufacturing properties in the U.S., Canada and Mexico leased to OEM supplier 21  25,313  1.6  % 19.2 
Eroski (b)
 Grocery stores and warehouses in Spain leased to Spanish food retailer 63  24,104  1.5  % 10.2 
Nord Anglia K-12 private schools in Orlando, Miami and Houston leased to international day and boarding school operator 3  23,599  1.5  % 18.7 
Total 233  $ 292,584  18.8  % 13.5 
__________
(a)ABR from these properties is denominated in U.S. dollars.
(b)ABR amounts are subject to fluctuations in foreign currency exchange rates.
(c)Of the 21 properties leased to TI Automotive (formerly ABC Technologies), nine are located in Canada, six are located in the United States, and six are located in Mexico.

W. P. Carey 2025 10-K – 27

Portfolio Diversification by Geography
(in thousands, except percentages)
Region ABR ABR Percent
Square Footage (a)
 Square Footage Percent
United States
Midwest
Illinois $ 66,036  4.3  % 9,455  5.2  %
Ohio 45,660  2.9  % 8,218  4.5  %
Indiana 43,362  2.8  % 6,251  3.4  %
Michigan 27,158  1.7  % 4,486  2.4  %
Wisconsin 22,515  1.4  % 3,410  1.9  %
Other (b)
 58,624  3.8  % 7,141  3.9  %
Total Midwest 263,355  16.9  % 38,961  21.3  %
South
Texas 93,471  6.0  % 11,702  6.4  %
Florida 44,548  2.9  % 3,633  2.0  %
Tennessee 39,281  2.5  % 4,572  2.5  %
Georgia 30,302  2.0  % 4,529  2.5  %
Alabama 23,484  1.5  % 3,607  2.0  %
Other (b)
 29,031  1.9  % 3,072  1.7  %
Total South 260,117  16.8  % 31,115  17.1  %
East
North Carolina 41,210  2.7  % 8,852  4.8  %
Pennsylvania 32,527  2.1  % 3,385  1.8  %
Kentucky 29,768  1.9  % 4,485  2.4  %
Massachusetts 28,681  1.8  % 1,344  0.7  %
New Jersey 27,506  1.8  % 1,118  0.6  %
New York 23,080  1.5  % 2,287  1.2  %
South Carolina 19,531  1.3  % 4,413  2.4  %
Other (b)
 37,266  2.4  % 5,359  2.9  %
Total East 239,569  15.5  % 31,243  16.8  %
West
California 76,277  4.9  % 5,375  2.9  %
Arizona 22,548  1.5  % 2,372  1.3  %
Nevada 17,861  1.1  % 485  0.3  %
Other (b)
 67,330  4.3  % 6,761  3.7  %
Total West 184,016  11.8  % 14,993  8.2  %
United States Total 947,057  61.0  % 116,312  63.4  %
International
Italy 78,315  5.0  % 9,941  5.4  %
The Netherlands 68,092  4.4  % 6,847  3.7  %
Poland 65,529  4.2  % 8,448  4.6  %
United Kingdom 62,845  4.1  % 4,848  2.7  %
Canada (c)
 59,680  3.8  % 5,737  3.1  %
Germany 48,061  3.1  % 5,304  2.9  %
Spain 42,550  2.7  % 4,251  2.3  %
Croatia 29,330  1.9  % 2,063  1.1  %
France 28,203  1.8  % 2,149  1.2  %
Mexico (d)
 27,686  1.8  % 4,328  2.4  %
Denmark 27,613  1.8  % 3,002  1.6  %
Other (e)
 68,351  4.4  % 10,268  5.6  %
International Total 606,255  39.0  % 67,186  36.6  %
Total $ 1,553,312  100.0  % 183,498  100.0  %
W. P. Carey 2025 10-K – 28

Portfolio Diversification by Property Type
(in thousands, except percentages)
Property Type ABR ABR Percent
Square Footage (a)
 Square Footage Percent
Industrial $ 595,868  38.3  % 83,756  45.6  %
Warehouse 390,917  25.2  % 65,676  35.8  %
Retail (f)
 348,039  22.4  % 22,855  12.5  %
Other (g)
 218,488  14.1  % 11,211  6.1  %
Total $ 1,553,312  100.0  % 183,498  100.0  %
__________
(a)Includes square footage for any vacant properties.
(b)Other properties within Midwest include assets in Minnesota, Kansas, Iowa, Missouri, Nebraska, South Dakota, and North Dakota. Other properties within South include assets in Louisiana, Arkansas, Oklahoma, and Mississippi. Other properties within East include assets in Virginia, Maryland, Connecticut, West Virginia, New Hampshire, and Maine. Other properties within West include assets in Utah, Oregon, Colorado, Washington, Montana, Hawaii, Idaho, Wyoming, and New Mexico.
(c)$50.4 million (84.4%) of ABR from properties in Canada is denominated in U.S. dollars, with the balance denominated in Canadian dollars.
(d)All ABR from properties in Mexico is denominated in U.S. dollars.
(e)Includes assets in Lithuania, Slovakia, Belgium, the Czech Republic, Mauritius, Portugal, Austria, Latvia, Sweden, Finland, Japan, Estonia, and Hungary.
(f)Includes automotive dealerships.
(g)Includes ABR from tenants with the following property types: education facility, specialty, self-storage (net lease), laboratory, research and development, hotel (net lease), office, and land.

W. P. Carey 2025 10-K – 29

Portfolio Diversification by Tenant Industry
(in thousands, except percentages)
Industry Type (a)
 ABR ABR Percent Square Footage Square Footage Percent
Packaged Foods & Meats $ 149,136  9.6  % 18,625  10.2  %
Food Retail 146,151  9.4  % 10,704  5.8  %
Home Improvement Retail 96,221  6.2  % 11,937  6.5  %
Auto Parts & Equipment 81,819  5.3  % 12,148  6.6  %
Automotive Retail 78,203  5.0  % 7,079  3.9  %
Education Services 60,532  3.9  % 2,747  1.5  %
Air Freight & Logistics 51,599  3.3  % 7,982  4.3  %
Pharmaceuticals 48,155  3.1  % 3,076  1.7  %
Leisure Facilities 43,423  2.8  % 1,958  1.1  %
Industrial Machinery 41,888  2.7  % 5,716  3.1  %
Self-Storage REITs 41,332  2.7  % 3,170  1.7  %
Metal, Glass & Plastic Containers 39,646  2.6  % 5,318  2.9  %
Trading Companies & Distributors 37,752  2.4  % 8,663  4.7  %
Building Products 31,086  2.0  % 6,653  3.6  %
Other Specialty Retail 28,953  1.9  % 3,227  1.8  %
Paper Products 25,517  1.6  % 4,458  2.4  %
Specialty Chemicals 24,409  1.6  % 4,303  2.3  %
Diversified Support Services 24,000  1.5  % 2,372  1.3  %
Construction Materials 23,574  1.5  % 3,781  2.1  %
Food Distributors 20,621  1.3  % 1,552  0.8  %
Construction Machinery 19,645  1.3  % 2,528  1.4  %
Consumer Staples Merchandise Retail 19,404  1.3  % 1,624  0.9  %
Passenger Ground Transportation 18,970  1.2  % 850  0.5  %
Commodity Chemicals 16,848  1.1  % 2,517  1.4  %
Hotels & Resorts 16,556  1.1  % 1,073  0.6  %
Diversified Metals 16,289  1.0  % 3,290  1.8  %
Other (64 industries, each <1% ABR) (b)
 351,583  22.6  % 46,147  25.1  %
Total $ 1,553,312  100.0  % 183,498  100.0  %
__________
(a)Industry classification is based on the Global Industry Classification Standard (GICS) framework.
(b)Includes square footage for vacant properties.

W. P. Carey 2025 10-K – 30

Lease Expirations
(dollars and square footage in thousands)
Year of Lease Expiration (a)
 Number of Leases Expiring Number of Tenants with Leases Expiring ABR ABR Percent Square Footage Square Footage Percent
2026 19  20  $ 44,906  2.9  % 5,972  3.3  %
2027 44  28  60,395  3.9  % 6,326  3.4  %
2028 45  27  67,268  4.3  % 7,419  4.0  %
2029 62  35  79,275  5.1  % 8,675  4.7  %
2030 32  26  39,625  2.6  % 3,793  2.1  %
2031 46  27  81,501  5.2  % 9,356  5.1  %
2032 45  23  54,804  3.5  % 7,244  4.0  %
2033 32  25  83,537  5.4  % 11,790  6.4  %
2034 59  27  96,161  6.2  % 9,464  5.2  %
2035 24  20  78,145  5.0  % 8,805  4.8  %
2036 45  21  66,933  4.3  % 7,891  4.3  %
2037 44  21  63,514  4.1  % 8,618  4.7  %
2038 46  13  28,148  1.8  % 2,766  1.5  %
2039 100  27  75,293  4.9  % 11,372  6.2  %
Thereafter (>2039) 302  115  633,807  40.8  % 70,247  38.3  %
Vacant —  —  —  —  % 3,760  2.0  %
Total 945  $ 1,553,312  100.0  % 183,498  100.0  %
__________
(a)Assumes tenants do not exercise any renewal options or purchase options.
 
Terms and Definitions

Pro Rata Metrics — The portfolio information above contains certain metrics prepared on a pro rata basis. We refer to these metrics as pro rata metrics. We have certain investments in which our economic ownership is less than 100%. On a full consolidation basis, we report 100% of the assets, liabilities, revenues, and expenses of those investments that are deemed to be under our control or for which we are deemed to be the primary beneficiary, even if our ownership is less than 100%. Also, for all other jointly owned investments, which we do not control, we report our net investment and our net income or loss from that investment. On a pro rata basis, we generally present our proportionate share, based on our economic ownership of these jointly owned investments, of the portfolio metrics of those investments. Multiplying each of our jointly owned investments’ financial statement line items by our percentage ownership and adding or subtracting those amounts from our totals, as applicable, may not accurately depict the legal and economic implications of holding an ownership interest of less than 100% in our jointly owned investments.

ABR — ABR represents contractual minimum annualized base rent for our net-leased properties and reflects exchange rates as of December 31, 2025. If there is a rent abatement, we annualize the first monthly contractual base rent following the free rent period. ABR is not applicable to operating properties and is presented on a pro rata basis.

Results of Operations

We evaluate our results of operations with a primary focus on increasing and enhancing the value, quality, and number of our properties. We focus our efforts on accretive investing and improving portfolio quality through re-leasing efforts, including negotiation of lease renewals, or selectively selling assets in order to increase value in our real estate portfolio.

W. P. Carey 2025 10-K – 31

Revenues

The following table presents revenues (in thousands):
Years Ended December 31,
2025 2024 Change
Real Estate Revenues
Lease revenues from:
Existing net-leased properties $ 1,301,431  $ 1,240,374  $ 61,057 
Recently acquired net-leased properties 159,994  39,998  119,996 
Net-leased properties sold or held for sale 17,779  51,416  (33,637)
Total lease revenues (including reimbursable tenant costs) 1,479,204  1,331,788  147,416 
Income from finance leases and loans receivable 90,948  73,262  17,686 
Operating property revenues from:
Operating properties sold, held for sale, or reclassified to net-leased properties 60,117  91,926  (31,809)
Existing operating properties 51,751  54,635  (2,884)
Recently acquired operating properties 663  252  411 
Total operating property revenues 112,531  146,813  (34,282)
Other lease-related income 24,561  20,334  4,227 
Investment Management Revenues
Asset management revenue 4,957  6,597  (1,640)
Other advisory income and reimbursements 4,284  4,224  60 
$ 1,716,485  $ 1,583,018  $ 133,467 

Lease Revenues

“Existing net-leased properties” are those that we acquired or placed into service prior to January 1, 2024 and that were not sold, held for sale, or reclassified to operating properties or sales-type leases during the periods presented. For the periods presented, there were 1,120 existing net-leased properties, including 12 self-storage properties that converted from operating properties to net leases during 2024 and four self-storage properties that converted from operating properties to net leases during 2025 (Note 5, Note 8).

For the year ended December 31, 2025 as compared to 2024, lease revenues from existing net-leased properties increased due to the following items (in millions):
WPC 25Q4 MD&A Chart - Lease Revenues (YTD).jpg
__________
W. P. Carey 2025 10-K – 32

(a)Excludes fixed minimum rent increases, which are reflected as straight-line rent adjustments within lease revenues.
(b)Includes (i) higher lease revenues of $9.7 million from 16 self-storage operating properties that were converted to net leases in 2024 and 2025 (Note 5, Note 8) and (ii) higher lease revenues of $1.1 million as a result of a lease restructuring for 27 existing net-leased self-storage properties that was executed on September 1, 2024.
(c)During the first quarter of 2024, we entered into a lease restructuring with our tenant Hellweg, which included (i) abated rent from January 1, 2024 to March 31, 2024 and (ii) a reduction in annual base rent. In addition, these amounts reflect a decrease in lease revenues of $0.6 million related to lease terminations during the third quarter of 2025 at certain properties leased to Hellweg.

“Recently acquired net-leased properties” are those that we acquired or placed into service subsequent to December 31, 2023 and that were not sold or held for sale during the periods presented. Since January 1, 2024, we acquired 52 investments (comprising 444 properties).

“Net-leased properties sold or held for sale” include:

•64 net-leased properties disposed of during the year ended December 31, 2025;
•one net-leased property classified as held for sale at December 31, 2025, which was sold in January 2026 (Note 18); and
•175 net-leased properties disposed of during the year ended December 31, 2024.

Our dispositions are more fully described in Note 16.

Income from Finance Leases and Loans Receivable

For the year ended December 31, 2025 as compared to 2024, income from finance leases and loans receivable increased due to the following items (in millions):
WPC 25Q4 MD&A Chart - DFL and Loan Rec (YTD).jpg
__________
(a)We sold our U-Haul and State of Andalusia portfolios during the first quarter of 2024. Such investments were previously reclassified to net investments in sales-type leases during 2023 (Note 6).
(b)Properties comprising $2.3 million of this decrease were sold subsequent to their reclassification to operating leases during the reporting period.

W. P. Carey 2025 10-K – 33

Operating Property Revenues and Expenses

“Operating properties sold, held for sale, or reclassified to net-leased properties” includes:

•one hotel operating property sold during 2024;
•three self-storage operating properties that were reclassified to net-leased properties during 2024;
•four self-storage operating properties that were reclassified to net-leased properties during 2025;
•63 self-storage operating properties sold during 2025; and
•one student housing operating property sold during 2025.

“Existing operating properties” are those that we acquired or placed into service prior to January 1, 2024 and that were not sold, held for sale, or reclassified to net-leased properties during the periods presented. For the periods presented, we recorded operating property revenues from 15 existing operating properties, comprised of ten self-storage operating properties, four hotel operating properties, and one student housing operating property. For the year ended December 31, 2025 as compared to 2024, operating property revenues from these properties decreased, primarily due to lower occupancy at our hotel operating properties.

“Recently acquired operating properties” include one self-storage operating property acquired during 2024 (Note 5).

Other Lease-Related Income

Other lease-related income is described in Note 5.

Asset Management Revenue
 
During the periods presented, we earned asset management revenue from (i) NLOP and (ii) Carey European Student Housing Fund I, L.P. (“CESH”) (Note 4). Asset management revenues from NLOP and CESH are expected to decline as assets are sold (CESH owns one remaining build-to-suit project).

Other Advisory Income and Reimbursements

Other advisory income and reimbursements are comprised of (i) fixed administrative fees earned from NLOP and (ii) reimbursable costs from CESH (Note 4).

Operating Expenses

Depreciation and Amortization

For the year ended December 31, 2025 as compared to 2024, depreciation and amortization expense increased primarily due to the impact of net investment activity, partially offset by accelerated amortization of intangible assets in connection with certain lease restructurings during the year ended December 31, 2024.

General and Administrative

For the year ended December 31, 2025 as compared to 2024, general and administrative expenses increased by $1.7 million, primarily due to higher bonus expense and compensation expense, partially offset by lower professional fees.

Impairment Charges — Real Estate

Our impairment charges on real estate are described in Note 9.

Property Expenses, Excluding Reimbursable Tenant Costs

For the year ended December 31, 2025 as compared to 2024, property expenses, excluding reimbursable tenant costs, increased by $4.1 million, primarily due to tenant vacancies (which resulted in property expenses no longer being reimbursable) and higher real estate taxes at certain properties.

W. P. Carey 2025 10-K – 34

Stock-Based Compensation Expense

For a description of our equity plans and awards, please see Note 14.

For the year ended December 31, 2025 as compared to 2024, stock-based compensation expense decreased by $1.0 million, primarily due to the modification of restricted share units (“RSUs”) and performance share units (“PSUs”) in connection with an executive departure in 2024 totaling $1.1 million and a reduction in expense of $0.3 million resulting from the separation of certain employees, partially offset by increases in expense from changes in projected PSU payouts of $0.4 million.

Merger and Other Expenses

For the year ended December 31, 2024, merger and other expenses are primarily comprised of the write-off of a value added tax receivable that was previously recorded in connection with an international investment.

Other Income and Expenses, and Provision for Income Taxes

Interest Expense

For the year ended December 31, 2025 as compared to 2024, interest expense increased by $13.9 million, primarily due to higher outstanding balances and interest rates on our Senior Unsecured Notes and Unsecured Revolving Credit Facility, partially offset by lower interest rates on our Unsecured Term Loans and the reduction of our mortgage debt outstanding by prepaying or repaying at or close to maturity a total of $480.2 million of non-recourse mortgage loans with a weighted-average interest rate of 4.5% since January 1, 2024 (Note 11).

The following table presents certain information about our outstanding debt (dollars in thousands):
Years Ended December 31,
2025 2024
Average outstanding debt balance $ 8,529,460  $ 7,948,034 
Weighted-average interest rate 3.2  % 3.2  %

Other Gains and (Losses)

Other gains and (losses) primarily consists of gains and losses on (i) the mark-to-market fair value of equity securities, (ii) foreign currency exchange rate movements (except those foreign currency-denominated unsecured debt instruments that were designated as net investment hedges (Note 10)), (iii) changes in the non-cash allowance for credit losses on loans receivable and finance leases, and (iv) extinguishment of debt. The timing and amount of such gains or losses cannot always be estimated and are subject to fluctuation.

The following table presents other gains and (losses) (in thousands):
Years Ended December 31,
2025 2024 Change
Other Gains and (Losses)
Non-cash unrealized losses related to a decrease in the fair value of our investment in shares of Lineage (Note 9)
 $ (103,394) $ (134,002) $ 30,608 
Net realized and unrealized (losses) gains on foreign currency exchange rate movements (a)
 (97,723) 11,491  (109,214)
Change in allowance for credit losses on finance receivables (Note 6)
 (27,186) (27,629) 443 
Non-cash unrealized (losses) gains on non-hedging derivatives (2,953) 1,913  (4,866)
Gain on repayment of secured loan receivable (b)
 —  10,650  (10,650)
Other (851) (411) (440)
$ (232,107) $ (137,988) $ (94,119)
__________
W. P. Carey 2025 10-K – 35

(a)Remeasurement of certain monetary assets and liabilities that are held by our subsidiaries in currencies other than their functional currency are included in other gains and (losses), including certain foreign currency-denominated unsecured debt instruments that are not designated as net investment hedges. This includes foreign currency-denominated intercompany loans to our foreign subsidiaries that are scheduled for settlement.
(b)We acquired a secured loan receivable with a fair value of $13.3 million in our merger with a former affiliate, Corporate Property Associates 17 – Global Incorporated, in October 2018, for which the outstanding principal of $24.0 million was fully repaid to us in March 2024 (Note 6). Therefore, we recorded a $10.7 million gain on repayment of this secured loan receivable during the year ended December 31, 2024.

Gain on Sale of Real Estate, Net

Gain on sale of real estate, net, consists of gains and losses on (i) the sale of properties that were disposed of, net of taxes, (ii) properties subject to the exercise of a purchase option, (iii) properties subject to a purchase agreement resulting in a lease modification during the reporting period, or (iv) properties included in assets held for sale and subject to a revised estimated purchase price, as more fully described in Note 5, Note 6, and Note 16.

Earnings from Equity Method Investments

Our equity method investments are more fully described in Note 8. The following table presents earnings from equity method investments (in thousands):
Years Ended December 31,
2025 2024 Change
Earnings from Equity Method Investments
Earnings from Las Vegas Retail Complex $ 13,349  $ 13,168  $ 181 
Earnings from Kesko Senukai (a)
 3,855  686  3,169 
Earnings from Harmon Retail Center 805  855  (50)
Earnings from Johnson Self Storage (b)
 —  3,217  (3,217)
$ 18,009  $ 17,926  $ 83 
__________
(a)Increase is primarily due to higher rent collections at these retail properties, where certain rents were previously disputed and subsequently collected.
(b)On September 1, 2024, we acquired the remaining 10% controlling interest in the Johnson Self Storage jointly owned investment, bringing our ownership interest to 100%. Following this acquisition, we no longer recognize equity income from this consolidated investment (Note 8).

Non-Operating Income

Non-operating income primarily consists of interest income on our cash deposits, realized gains and losses on derivative instruments, and dividends from equity securities.

The following table presents non-operating income (in thousands):
Years Ended December 31,
2025 2024 Change
Non-Operating Income
Dividends from our investment in Lineage (Note 9)
 $ 11,294  $ 7,899  $ 3,395 
Interest income on our cash deposits (a)
 6,345  31,816  (25,471)
Realized (losses) gains on foreign currency collars (Note 10)
 (688) 12,521  (13,209)
$ 16,951  $ 52,236  $ (35,285)
__________
(a)Decrease for the year ended December 31, 2025 as compared to 2024 is due to lower cash deposit balances as a result of investment activity and debt repayments.

W. P. Carey 2025 10-K – 36

Gain on Change in Control of Interests

On September 1, 2024, we acquired the remaining interest in an investment in which we already had a joint interest and accounted for under the equity method. Due to the change in control of this jointly owned investment, we recorded a gain on change in control of interests of $31.8 million reflecting the difference between our carrying value and the fair value of our previously held equity interest. Subsequent to this acquisition, we consolidated this wholly owned investment (Note 8).

Provision for Income Taxes

For the year ended December 31, 2025 as compared to 2024, provision for income taxes increased by $0.2 million, primarily due to the impact of strengthening foreign currencies and international property acquisitions, partially offset by the impact of international lease restructurings.

Net (Income) Loss Attributable to Noncontrolling Interests

For the year ended December 31, 2025, Net (income) loss attributable to noncontrolling interests includes a noncontrolling interest’s $6.0 million share of a gain on sale of real estate recognized in connection with the disposition of a consolidated joint venture (Note 16).

Liquidity and Capital Resources

Sources and Uses of Cash During the Year

We use the cash flow generated from our investments primarily to meet our operating expenses, service debt, and fund dividends to stockholders. Our cash flows fluctuate periodically due to a number of factors, which may include, among other things: the timing of our equity and debt offerings; the timing of purchases and sales of real estate; the timing of the repayment of mortgage loans, our Senior Unsecured Notes, and our Unsecured Term Loans; the timing of our receipt of lease revenues; the timing and amount of other lease-related payments; the timing of settlement of foreign currency transactions; changes in foreign currency exchange rates; and the timing of distributions from equity method investments. Despite these fluctuations, we believe that we will generate sufficient cash from operations to meet our normal recurring short-term liquidity needs. We may also use existing cash resources, available capacity under our Senior Unsecured Credit Facility, proceeds from term loans or other bank debt, proceeds from dispositions of properties, and the issuance of additional debt or equity securities, such as issuances of common stock through our ATM Program (Note 13), in order to meet our short-term and long-term liquidity needs. We assess our ability to access capital on an ongoing basis. Our sources and uses of cash during the period are described below.

Operating Activities — Net cash provided by operating activities decreased by $550.8 million during 2025 as compared to 2024, primarily due to significantly lower proceeds received from the sales of net investments in sales-type leases (Note 6), partially offset by an increase in cash flow generated from net investment activity, scheduled rent increases at existing properties, and leasing activity.

Investing Activities — Our investing activities are generally comprised of real estate-related transactions (purchases and sales) and funding for build-to-suit activities and other capital expenditures on real estate.

Financing Activities — Our financing activities are generally comprised of borrowings and repayments under our Unsecured Revolving Credit Facility and Unsecured Term Loans, issuances and repayments of the Senior Unsecured Notes, payments of non-recourse mortgage loans, issuances of common equity, and payments of dividends to stockholders.

W. P. Carey 2025 10-K – 37

Summary of Financing
 
The table below summarizes our Senior Unsecured Notes, our non-recourse mortgages, and our Senior Unsecured Credit Facility (dollars in thousands):
December 31,
2025 2024
Carrying Value
Fixed rate:
Senior Unsecured Notes, net (a)
 $ 6,950,261  $ 6,505,907 
Unsecured Term Loans, net subject to interest rate swaps (a)
 944,663  517,524 
Non-recourse mortgages, net (a) (c)
 140,646  401,821 
8,035,570  7,425,252 
Variable rate:
Unsecured Revolving Credit Facility 435,417  55,448 
Unsecured Term Loans, net (a)
 251,703  558,302 
687,120  613,750 
$ 8,722,690  $ 8,039,002 
Percent of Total Debt
Fixed rate 92  % 92  %
Variable rate 8  % 8  %
  100  % 100  %
Weighted-Average Interest Rate at End of Year
Fixed rate 3.1  % 3.2  %
Variable rate 3.4  % 4.7  %
Total debt 3.1  % 3.3  %
 
____________
(a)Aggregate debt balance includes unamortized discount, net, totaling $39.2 million and $39.3 million as of December 31, 2025 and 2024, respectively, and unamortized deferred financing costs totaling $30.1 million and $30.9 million as of December 31, 2025 and 2024, respectively.
(b)Includes non-recourse mortgages subject to variable-to-fixed interest rate swaps totaling $46.0 million and $43.5 million as of December 31, 2025 and 2024, respectively.

Cash Resources
 
At December 31, 2025, our cash resources consisted of the following:
 
•cash and cash equivalents totaling $155.3 million. Of this amount, $130.7 million, at then-current exchange rates, was held in foreign subsidiaries, and we could be subject to restrictions or significant costs should we decide to repatriate these amounts;
•funds totaling $80.9 million that are held by an intermediary and have been designated for future tax-deferred like-kind exchanges under Section 1031 of the Internal Revenue Code (“1031 Exchange”) transactions (Note 2);
•our Unsecured Revolving Credit Facility, with available capacity of $1.6 billion (net of amounts reserved for standby letters of credit totaling $1.1 million);
•available proceeds under our ATM Forwards of approximately $412.2 million (Note 13); and
•unleveraged properties that had an aggregate asset carrying value of approximately $15.2 billion at December 31, 2025, although there can be no assurance that we would be able to obtain financing for these properties.
 
W. P. Carey 2025 10-K – 38

We may also access the capital markets through additional debt (denominated in both U.S. dollars and euros) and equity offerings, as well as term loans and other bank debt.

Our cash resources can be used for working capital needs and other commitments and may be used for future investments.

Cash Requirements and Liquidity
 
As of December 31, 2025, we had (i) $155.3 million of cash and cash equivalents, (ii) $80.9 million of funds that are held by an intermediary and have been designated for future 1031 Exchange transactions (Note 2), (iii) approximately $1.6 billion of available capacity under our Unsecured Revolving Credit Facility (net of amounts reserved for standby letters of credit totaling $1.1 million), and (iv) available proceeds under our ATM Forwards of approximately $412.2 million (Note 13). As of December 31, 2025, scheduled debt principal payments total $979.8 million during 2026 and $597.9 million during 2027 (Note 11).

During the next 12 months following December 31, 2025 and thereafter, we expect that our significant cash requirements will include:

•paying dividends to our stockholders;
•funding acquisitions of new investments (Note 5);
•funding future capital commitments (Note 5) and tenant improvement allowances;
•making scheduled principal and balloon payments on our debt obligations, including €500 million of senior notes due in April 2026 and $350 million of senior notes due in October 2026 (Note 11);
•making scheduled interest payments on our debt obligations (future interest payments total $1.3 billion, with $270.7 million due during the next 12 months; interest on unhedged variable-rate debt obligations was calculated using the applicable annual variable interest rates and balances outstanding at December 31, 2025); and
•other normal recurring operating expenses.

We expect to fund these cash requirements through cash generated from operations, cash received from dispositions of properties, the use of our cash reserves or unused amounts on our Unsecured Revolving Credit Facility (as described above), proceeds from term loans or other bank debt, issuances and settlements of common stock through our ATM Program (Note 13), and potential issuances of additional debt or equity securities.

Our liquidity could be adversely affected by an unanticipated disruption to our operating cash flow, which could include interrupted rent collections or greater-than-anticipated operating expenses. To the extent that our working capital reserve is insufficient to satisfy our cash requirements, additional funds may be provided from cash from operations to meet our normal recurring short-term and long-term liquidity needs. We may also use existing cash resources, available capacity under our Unsecured Revolving Credit Facility, mortgage loan proceeds, and the issuance of additional debt or equity securities to meet these needs.

Certain amounts disclosed above are based on the applicable foreign currency exchange rate at December 31, 2025.

New Tax Legislation

Effective July 4, 2025, certain changes to U.S. tax law were approved that may impact us and our stockholders. Among other changes, this legislation (i) permanently extended the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers under Section 199A of the Internal Revenue Code, (ii) increased the percentage limit under the REIT asset test applicable to TRSs from 20% to 25% for taxable years beginning after December 31, 2025, and (iii) increased the base on which the 30% interest deduction limit under Section 163(j) of the Internal Revenue Code applies by excluding depreciation, amortization, and depletion from the definition of “adjusted taxable income” (i.e. based on EBITDA rather than EBIT) for taxable years beginning after December 31, 2024.

W. P. Carey 2025 10-K – 39

Environmental Obligations

In connection with the purchase of many of our properties, we have required the sellers to perform environmental reviews. We believe, based on the results of these reviews, that these properties were in substantial compliance with federal, state, and foreign environmental statutes at the time the properties were acquired. However, portions of certain properties have been subject to some degree of contamination, principally in connection with leakage from underground storage tanks, surface spills, or other on-site activities. In most instances where contamination has been identified, tenants are actively engaged in the remediation process and addressing identified conditions. We believe that the ultimate resolution of any environmental matters should not have a material adverse effect on our financial condition, liquidity, or results of operations. We record environmental obligations within Accounts payable, accrued expenses and other liabilities in the consolidated financial statements. See Item 1A. Risk Factors for further discussion of potential environmental risks.

Critical Accounting Estimates
 
Our significant accounting policies are described in Note 2. Many of these accounting policies require judgment and the use of estimates and assumptions when applying these policies in the preparation of our consolidated financial statements. On a quarterly basis, we evaluate these estimates and judgments based on historical experience as well as other factors that we believe to be reasonable under the circumstances. These estimates are subject to change in the future if underlying assumptions or factors change. Certain accounting policies, while significant, may not require the use of estimates. Below is a summary of certain critical accounting estimates used in the preparation of our consolidated financial statements. Please also refer to our accounting policies described under Critical Accounting Policies and Estimates in Note 2.

Accounting for Acquisitions

In accordance with the guidance for business combinations and asset acquisitions, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. When we acquire properties with leases classified as operating leases, we allocate the purchase price to the tangible and intangible assets and liabilities acquired based on their estimated fair values.

The tangible assets consist of land, buildings, and site improvements. The intangible assets and liabilities include the above- and below-market value of leases and the in-place leases, which includes the value of tenant relationships. The recorded allocations of tangible and intangible assets incorporate discount rates, capitalization rates, interest rates, market rents, leasing commissions, and certain other assumptions and estimates. We use considerable judgment in developing such assumptions and estimates, and significant increases or decreases in these key assumptions and estimates would result in a significantly lower or higher fair value measurement of the real estate assets being acquired.

Impairments of Real Estate

For real estate assets held for investment and related intangible assets in which an impairment indicator is identified, we follow a two-step process to determine whether an asset is impaired and to determine the amount of the charge. First, we compare the carrying value of the property’s asset group to the estimated future net undiscounted cash flow that we expect the property’s asset group will generate, including any estimated proceeds from the eventual sale of the property’s asset group. The undiscounted cash flow analysis requires us to make our best estimate of market rents, residual values, and holding periods. We estimate market rents and residual values using market information from outside sources such as third-party market research, external appraisals, broker quotes, or recent comparable sales.

As our investment objective is to hold properties on a long-term basis, holding periods used in the undiscounted cash flow analysis are generally ten years, but may be less if our intent is to hold a property for less than ten years. Depending on the assumptions made and estimates used, the future cash flow projected in the evaluation of long-lived assets and associated intangible assets can vary within a range of outcomes. We consider the likelihood of possible outcomes in determining our estimate of future cash flows and, if warranted, we apply a probability-weighted method to the different possible scenarios. If the future net undiscounted cash flow of the property’s asset group is less than the carrying value, the carrying value of the property’s asset group is considered not recoverable. We then measure the impairment loss as the excess of the carrying value of the property’s asset group over its estimated fair value.

W. P. Carey 2025 10-K – 40

Supplemental Financial Measures
 
In the real estate industry, analysts and investors employ certain non-GAAP supplemental financial measures in order to facilitate meaningful comparisons between periods and among peer companies. Additionally, in the formulation of our goals and in the evaluation of the effectiveness of our strategies, we use Funds from Operations (“FFO”) and AFFO, which are non-GAAP measures defined by our management. We believe that these measures are useful to investors to consider because they may assist them to better understand and measure the performance of our business over time and against similar companies. A description of FFO and AFFO and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are provided below.
 
Funds from Operations and Adjusted Funds from Operations
 
Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts (“NAREIT”), an industry trade group, has promulgated a non-GAAP measure known as FFO, which we believe to be an appropriate supplemental measure, when used in addition to and in conjunction with results presented in accordance with GAAP, to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental non-GAAP measure. FFO is not equivalent to, nor a substitute for, net income or loss as determined under GAAP.

We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as restated in December 2018. The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from the sale of certain real estate, impairment charges on real estate or other assets incidental to the company’s main business, gains or losses on changes in control of interests in real estate, and depreciation and amortization from real estate assets; and after adjustments for unconsolidated partnerships and jointly owned investments. Adjustments for unconsolidated partnerships and jointly owned investments are calculated to reflect FFO on the same basis.

We also modify the NAREIT computation of FFO to adjust GAAP net income for certain non-cash charges, such as amortization of real estate-related intangibles, deferred income tax benefits and expenses, straight-line rent and related reserves, other non-cash rent adjustments, non-cash allowance for credit losses on loans receivable and finance leases, stock-based compensation, non-cash environmental accretion expense, amortization of discounts and premiums on debt, and amortization of deferred financing costs. Our assessment of our operations is focused on long-term sustainability and not on such non-cash items, which may cause short-term fluctuations in net income but have no impact on cash flows. Additionally, we exclude non-core income and expenses, such as gains or losses from extinguishment of debt, gains or losses on the mark-to-market fair value of equity securities, merger and acquisition expenses, spin-off expenses, and income and expenses associated with our captive insurance company. We also exclude realized and unrealized gains/losses on foreign currency exchange rate movements (other than those realized on the settlement of foreign currency derivatives), which are not considered fundamental attributes of our business plan and do not affect our overall long-term operating performance. We refer to our modified definition of FFO as AFFO. We exclude these items from GAAP net income to arrive at AFFO because they are not the primary drivers in our decision-making process and excluding these items provides investors with a view of our portfolio performance over time and makes it more comparable to other REITs. AFFO also reflects adjustments for unconsolidated partnerships and jointly owned investments. We use AFFO as one measure of our operating performance when we formulate corporate goals, evaluate the effectiveness of our strategies, and determine executive compensation.

We believe that AFFO is a useful supplemental measure for investors to consider because we believe it will help them better assess the sustainability of our operating performance without the potentially distorting impact of these short-term fluctuations. However, there are limits on the usefulness of AFFO to investors. For example, impairment charges and unrealized foreign currency exchange rate losses that we exclude may become actual realized losses upon the ultimate disposition of the properties in the form of lower cash proceeds or other considerations. We use our FFO and AFFO measures as supplemental financial measures of operating performance. We do not use our FFO and AFFO measures as, nor should they be considered to be, alternatives to net income computed under GAAP, alternatives to net cash provided by operating activities computed under GAAP, or indicators of our ability to fund our cash needs.

W. P. Carey 2025 10-K – 41

FFO and AFFO were as follows (in thousands):
Years Ended December 31,
2025 2024
Net income attributable to W. P. Carey $ 466,359  $ 460,839 
Adjustments:
Depreciation and amortization of real property 518,414  485,088 
Gain on sale of real estate, net (193,793) (74,822)
Impairment charges — real estate 70,367  43,595 
Gain on change in control of interests (a)
 —  (31,849)
Proportionate share of adjustments to earnings from equity method investments (b)
 8,400  11,871 
Proportionate share of adjustments for noncontrolling interests (c) (d)
 5,716  (379)
Total adjustments 409,104  433,504 
FFO (as defined by NAREIT) attributable to W. P. Carey 875,463  894,343 
Adjustments:
Other (gains) and losses (e)
 232,107  137,988 
Straight-line and other leasing and financing adjustments (75,589) (80,899)
Stock-based compensation 39,894  40,894 
Amortization of deferred financing costs 19,172  18,845 
Above- and below-market rent intangible lease amortization, net 11,488  26,144 
Tax benefit — deferred and other (10,885) (4,245)
Other amortization and non-cash items 2,315  2,303 
Merger and other expenses (f)
 2,247  4,457 
Proportionate share of adjustments to earnings from equity method investments (b)
 2,374  (3,531)
Proportionate share of adjustments for noncontrolling interests (c)
 (343) (354)
Total adjustments 222,780  141,602 
AFFO attributable to W. P. Carey $ 1,098,243  $ 1,035,945 
Summary
FFO (as defined by NAREIT) attributable to W. P. Carey $ 875,463  $ 894,343 
AFFO attributable to W. P. Carey $ 1,098,243  $ 1,035,945 
__________
(a)Amount for the year ended December 31, 2024 represents a gain recognized on the remaining interest in an investment acquired during the third quarter of 2024, which we had previously accounted for under the equity method (Note 8).
(b)Equity income, including amounts that are not typically recognized for FFO and AFFO, is recognized within Earnings from equity method investments on the consolidated statements of income. This represents adjustments to equity income to reflect FFO and AFFO on a pro rata basis.
(c)Adjustments disclosed elsewhere in this reconciliation are on a consolidated basis. This adjustment reflects our FFO or AFFO on a pro rata basis.
(d)Amount for the year ended December 31, 2025 includes a noncontrolling interest’s $6.0 million share of a gain on sale of real estate (Note 16).
(e)Primarily comprised of gains and losses on the mark-to-market fair value of equity securities, foreign currency exchange rate movements, changes in the non-cash allowance for credit losses on loans receivable and finance leases, and extinguishment of debt. Amounts for the years ended December 31, 2025 and 2024 include mark-to-market unrealized losses for our investment in shares of Lineage of $103.4 million and $134.0 million, respectively (Note 9).
(f)Amount for the year ended December 31, 2024 is primarily comprised of the write-off of a value added tax receivable that was previously recorded in connection with an international investment.

W. P. Carey 2025 10-K – 42

While we believe that FFO and AFFO are important supplemental measures, they should not be considered as alternatives to net income as an indication of a company’s operating performance. These non-GAAP measures should be used in conjunction with net income as defined by GAAP. FFO and AFFO, or similarly titled measures disclosed by other REITs, may not be comparable to our FFO and AFFO measures.
W. P. Carey 2025 10-K – 43

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
 
Market Risk
 
Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, and equity prices. The primary market risks that we are exposed to are interest rate risk and foreign currency exchange risk; however, we do not use derivative instruments to hedge credit/market risks or for speculative purposes.

We are also exposed to further market risk as a result of tenant concentrations in certain industries and/or geographic regions, since adverse market factors can affect the ability of tenants in a particular industry/region to meet their respective lease obligations. In order to manage this risk, we view our collective tenant roster as a portfolio and we attempt to diversify such portfolio so that we are not overexposed to a particular industry or geographic region.

Interest Rate Risk
 
The values of our real estate and related fixed-rate debt obligations, as well as the values of our unsecured debt obligations, are subject to fluctuations based on changes in interest rates. The value of our real estate is also subject to fluctuations based on local and regional economic conditions and changes in the creditworthiness of lessees, which may affect our ability to refinance property-level mortgage debt when balloon payments are scheduled, if we do not choose to repay the debt when due. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political conditions, and other factors beyond our control. An increase in interest rates would likely cause the fair value of our assets to decrease. Increases in interest rates may also have an impact on the credit profile of certain tenants.

We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we generally seek long-term debt financing on a fixed-rate basis. However, we are subject to variable-rate interest on our Unsecured Term Loans and Unsecured Revolving Credit Facility. We have entered into, and may continue to enter into, interest rate swap agreements or interest rate cap agreements with counterparties related to certain of our variable-rate debt (Note 11). See Note 10 for additional information on our interest rate swaps and caps.
 
Our debt obligations are more fully described in Note 11 and Liquidity and Capital Resources — Summary of Financing in Item 7 above. The following table presents principal cash flows based upon expected maturity dates of our debt obligations outstanding at December 31, 2025 (in thousands):
2026 2027 2028 2029 2030 Thereafter Total Fair Value
Fixed-rate debt (a) (b)
 $ 979,753  $ 597,920  $ 1,026,968  $ 1,100,450  $ 1,017,519  $ 3,381,294  $ 8,103,904  $ 7,839,512 
Variable-rate debt (a)
 $ —  $ —  $ 252,625  $ 435,417  $ —  $ —  $ 688,042  $ 721,820 
__________
(a)Amounts are based on the exchange rate at December 31, 2025, as applicable.
(b)Amounts include non-recourse mortgages and unsecured term loans subject to variable-to-fixed interest rate swaps. Amounts are primarily comprised of principal payments for our Senior Unsecured Notes (Note 11).

The estimated fair value of our fixed-rate debt and our variable-rate debt is affected by changes in interest rates. Annual interest expense on our unhedged variable-rate debt that does not bear interest at fixed rates at December 31, 2025 would increase or decrease by $3.2 million for our euro-denominated debt, $0.5 million for our Canadian dollar-denominated debt, $0.4 million for our British pound sterling-denominated debt, and by $0.2 million for our Japanese yen-denominated debt for each respective 1% change in annual interest rates.

W. P. Carey 2025 10-K – 44

Foreign Currency Exchange Rate Risk
 
We own international investments, primarily in Europe, Canada, and Japan, and as a result are subject to risk from the effects of exchange rate movements in various foreign currencies, primarily the euro, British pound sterling, Danish krone, Canadian dollar, Japanese yen, and certain other currencies which may affect future costs and cash flows. We have obtained, and may in the future obtain, non-recourse mortgage financing in the local currency. We have also completed several offerings of euro-denominated senior notes, and have borrowed under our Senior Unsecured Credit Facility and Unsecured Term Loan due 2029 in foreign currencies, including the euro, British pound sterling, Japanese yen, and Canadian dollar (Note 11). Volatile market conditions arising from certain macroeconomic factors may result in significant fluctuations in foreign currency exchange rates. To the extent that currency fluctuations increase or decrease rental revenues, as translated to U.S. dollars, the change in debt service (comprised of principal and interest, excluding balloon payments), as translated to U.S. dollars, will partially offset the effect of fluctuations in revenue and, to some extent, mitigate the risk from changes in foreign currency exchange rates. We estimate that, for a 1% increase or decrease in the exchange rate between the euro, British pound sterling, or Danish krone and the U.S. dollar, there would be a corresponding change in the projected estimated cash flow (scheduled future rental revenues, net of scheduled future debt service payments for the next 12 months) for our consolidated foreign operations at December 31, 2025 of $2.3 million, $0.4 million, and $0.3 million, respectively, excluding the impact of our derivative instruments.

In addition, we may use currency hedging to further reduce the exposure to our equity cash flow. We are generally a net receiver of these currencies (we receive more cash than we pay out), and therefore our foreign operations benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar, relative to the foreign currency.

We enter into foreign currency collars to hedge certain of our foreign currency cash flow exposures. See Note 10 for additional information on our foreign currency collars.

Concentration of Credit Risk

Concentrations of credit risk arise when a number of tenants are engaged in similar business activities or have similar economic risks or conditions that could cause them to default on their lease obligations to us. We regularly monitor our portfolio to assess potential concentrations of credit risk. While we believe our portfolio is well-diversified, it does contain concentrations in certain areas.

For the year ended December 31, 2025, our consolidated portfolio had the following significant characteristics in excess of 10%, based on the percentage of our consolidated total revenues:

•64% related to domestic operations; and
•36% related to international operations.

At December 31, 2025, our net-lease portfolio, which excludes our operating properties, had the following significant property and lease characteristics in excess of 10% in certain areas, based on the percentage of our ABR as of that date:

•61% related to domestic properties;
•39% related to international properties; and
•38% related to industrial facilities, 25% related to warehouse facilities, and 22% related to retail facilities.

W. P. Carey 2025 10-K – 45

Item 8. Financial Statements and Supplementary Data.

TABLE OF CONTENTS Page No.

Financial statement schedules other than those listed above are omitted because the required information is given in the financial statements, including the notes thereto, or because the conditions requiring their filing do not exist.

W. P. Carey 2025 10-K – 46

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of W. P. Carey Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of W. P. Carey Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

W. P. Carey 2025 10-K – 47

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Purchase Price Allocation for Asset Acquisitions

As described in Notes 2 and 5 to the consolidated financial statements, the Company completed real estate acquisitions for total consideration of $1.7 billion during the year ended December 31, 2025. For acquired properties with leases classified as operating leases, management allocates the purchase price to the tangible and intangible assets and liabilities based on their estimated fair values. Management determines the fair value of land under the sales comparison (or market) approach. Management determines the fair value of real estate under the income approach using either the discounted cash flow method or the direct capitalization method. For the discounted cash flow method, the fair value of real estate is determined (i) by applying a discounted cash flow analysis to the estimated net operating income for each property in the portfolio during the remaining anticipated lease term and (ii) by the estimated residual value, which is based on a hypothetical sale of the property upon expiration of a lease factoring in the re-tenanting of such property at estimated market rental rates, and applying a selected capitalization rate. For the direct capitalization method, the fair value of real estate is determined (i) by the stabilized estimated net operating income for each property in the portfolio and (ii) a selected capitalization rate. For any acquisitions that do not qualify as sale-leaseback transactions, management records above- and below-market lease intangible assets and liabilities for acquired properties based on the present value, using a discount rate reflecting the risks associated with the leases acquired. For acquired properties with tenants in place, management records in-place lease intangible assets based on the estimated value ascribed to the avoidance of costs of leasing the properties for the remaining primary in-place lease terms. The principal considerations for our determination that performing procedures relating to the purchase price allocation for acquisitions is a critical audit matter are (i) the significant judgment by management when developing the estimated fair value of tangible and intangible assets and liabilities to allocate the purchase price; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to land values used in the sales comparison approach for land, capitalization rates, market rental rates and discount rates used in the discounted cash flow method for tangible and intangible assets and capitalization rates and market rental rates used in the direct capitalization method for tangible and intangible assets; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to purchase price allocations for acquisitions, including controls over management’s development of the estimated fair value of the land and tangible and intangible assets and liabilities and controls over the review of significant assumptions related to land values, capitalization rates, market rental rates and discount rates. These procedures also included, among others, for a sample of acquisitions (i) reading the executed purchase agreements and leasing documents; (ii) testing management’s process for developing the estimated fair value of land and tangible and intangible assets and liabilities; (iii) evaluating the appropriateness of the sales comparison approach, discounted cash flow and direct capitalization methods; (iv) testing the completeness and accuracy of underlying data used in the sales comparison approach, discounted cash flow and direct capitalization methods; (v) evaluating the reasonableness of the significant assumptions used by management related to land values used in the sales comparison approach for land, capitalization rates, market rental rates and discount rates used in the discounted cash flow method for tangible and intangible assets and capitalization rates and market rental rates used in the direct capitalization method for tangible and intangible assets. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the significant assumptions related to land values, discount rates, capitalization rates and market rental rates.

/s/ PricewaterhouseCoopers LLP
New York, New York
February 11, 2026

We have served as the Company’s auditor since 1973, which includes periods before the Company became subject to SEC reporting requirements.
W. P. Carey 2025 10-K – 48

W. P. CAREY INC. 
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
December 31,
2025 2024
Assets
Investments in real estate:
Land, buildings and improvements — net lease and other $ 14,451,306  $ 12,842,869 
Land, buildings and improvements — operating properties 286,079  1,198,676 
Net investments in finance leases and loans receivable 1,171,886  798,259 
In-place lease intangible assets and other
 2,466,199  2,297,572 
Above-market rent intangible assets
 668,707  665,495 
Investments in real estate 19,044,177  17,802,871 
Accumulated depreciation and amortization (3,578,330) (3,222,396)
Assets held for sale, net 3,327  — 
Net investments in real estate 15,469,174  14,580,475 
Equity method investments 310,178  301,115 
Cash and cash equivalents
 155,329  640,373 
Other assets, net 1,068,480  1,045,218 
Goodwill 987,071  967,843 
Total assets (a)
 $ 17,990,232  $ 17,535,024 
Liabilities and Equity
Debt:
Senior unsecured notes, net
 $ 6,950,261  $ 6,505,907 
Unsecured term loans, net 1,196,366  1,075,826 
Unsecured revolving credit facility 435,417  55,448 
Non-recourse mortgages, net 140,646  401,821 
Debt, net 8,722,690  8,039,002 
Accounts payable, accrued expenses and other liabilities 670,038  596,994 
Below-market rent intangible liabilities, net 104,055  119,831 
Deferred income taxes
 151,820  147,461 
Dividends payable 207,487  197,612 
Total liabilities (a)
 9,856,090  9,100,900 
Commitments and contingencies (Note 12)
Preferred stock, $0.001 par value, 50,000,000 shares authorized; none issued
 —  — 
Common stock, $0.001 par value, 450,000,000 shares authorized; 219,145,876 and 218,848,844 shares, respectively, issued and outstanding
 219  219 
Additional paid-in capital 11,830,737  11,805,179 
Distributions in excess of accumulated earnings (3,539,592) (3,203,974)
Deferred compensation obligation 80,239  78,503 
Accumulated other comprehensive loss (253,346) (250,232)
Total stockholders’ equity 8,118,257  8,429,695 
Noncontrolling interests 15,885  4,429 
Total equity 8,134,142  8,434,124 
Total liabilities and equity $ 17,990,232  $ 17,535,024 
__________
(a)See Note 2 for details related to variable interest entities (“VIEs”).

See Notes to Consolidated Financial Statements.
W. P. Carey 2025 10-K – 49

W. P. CAREY INC. 
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share amounts)
Years Ended December 31,
2025 2024 2023
Revenues
Real Estate:
Lease revenues $ 1,479,204  $ 1,331,788  $ 1,427,376 
Income from finance leases and loans receivable 90,948  73,262  107,173 
Operating property revenues 112,531  146,813  180,257 
Other lease-related income 24,561  20,334  23,333 
1,707,244  1,572,197  1,738,139 
Investment Management:
Asset management revenue 4,957  6,597  2,184 
Other advisory income and reimbursements 4,284  4,224  1,035 
9,241  10,821  3,219 
1,716,485  1,583,018  1,741,358 
Operating Expenses
Depreciation and amortization 521,127  487,724  574,212 
General and administrative 100,672  98,969  96,395 
Impairment charges — real estate 70,367  43,595  86,411 
Reimbursable tenant costs 68,743  55,975  81,939 
Operating property expenses 60,177  70,866  95,141 
Property expenses, excluding reimbursable tenant costs 53,825  49,677  44,451 
Stock-based compensation expense 39,894  40,894  34,504 
Merger and other expenses 2,247  4,457  4,954 
917,052  852,157  1,018,007 
Other Income and Expenses
Interest expense (291,256) (277,367) (291,852)
Other gains and (losses) (232,107) (137,988) (36,184)
Gain on sale of real estate, net 193,793  74,822  315,984 
Earnings from equity method investments 18,009  17,926  19,575 
Non-operating income 16,951  52,236  21,442 
Gain on change in control of interests —  31,849  — 
(294,610) (238,522) 28,965 
Income before income taxes 504,823  492,339  752,316 
Provision for income taxes (31,908) (31,709) (44,052)
Net Income 472,915  460,630  708,264 
Net (income) loss attributable to noncontrolling interests (6,556) 209  70 
Net Income Attributable to W. P. Carey $ 466,359  $ 460,839  $ 708,334 
Basic Earnings Per Share $ 2.11  $ 2.09  $ 3.29 
Diluted Earnings Per Share $ 2.11  $ 2.09  $ 3.28 
Weighted-Average Shares Outstanding
Basic 220,501,239  220,168,325  215,369,777 
Diluted 221,112,343  220,520,457  215,760,496 


See Notes to Consolidated Financial Statements.
W. P. Carey 2025 10-K – 50

W. P. CAREY INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands) 
  Years Ended December 31,
  2025 2024 2023
Net Income $ 472,915  $ 460,630  $ 708,264 
Other Comprehensive (Loss) Income
Unrealized (loss) gain on derivative instruments (35,728) 10,624  (26,429)
Foreign currency translation adjustments 32,943  (6,281) 19,758 
Foreign currency translation adjustments derecognized in connection with the Spin-Off —  —  35,664 
(2,785) 4,343  28,993 
Comprehensive Income 470,130  464,973  737,257 
Amounts Attributable to Noncontrolling Interests
Net (income) loss (6,556) 209  70 
Foreign currency translation adjustments (329) 292  (80)
Comprehensive (income) loss attributable to noncontrolling interests (6,885) 501  (10)
Comprehensive Income Attributable to W. P. Carey $ 463,245  $ 465,474  $ 737,247 
 
See Notes to Consolidated Financial Statements.
W. P. Carey 2025 10-K – 51

W. P. CAREY INC.
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except share and per share amounts)
W. P. Carey Stockholders
Distributions Accumulated
Common Stock Additional in Excess of Deferred Other Total
$0.001 Par Value Paid-in Accumulated Compensation Comprehensive W. P. Carey Noncontrolling
Shares Amount Capital Earnings Obligation Loss Stockholders Interests Total
Balance at January 1, 2025 218,848,844  $ 219  $ 11,805,179  $ (3,203,974) $ 78,503  $ (250,232) $ 8,429,695  $ 4,429  $ 8,434,124 
Shares issued upon delivery of vested restricted share awards 293,495  —  (14,873) (14,873) (14,873)
Shares issued upon purchases under employee share purchase plan 3,537  —  203  203  203 
Amortization of stock-based compensation expense 39,894  39,894  39,894 
Deferral of vested shares, net (2,264) 2,264  —  — 
Dividends declared ($3.620 per share)
 2,598  (801,977) (528) (799,907) (799,907)
Net income 466,359  466,359  6,556  472,915 
Contributions from noncontrolling interests (Note 6)
 —  8,766  8,766 
Distributions to noncontrolling interests —  (7,563) (7,563)
Non-cash contributions from noncontrolling interests (Note 6)
 —  3,872  3,872 
Non-cash write-off of noncontrolling interest in connection with a disposition —  (504) (504)
Other comprehensive loss:
Unrealized loss on derivative instruments (35,728) (35,728) (35,728)
Foreign currency translation adjustments 32,614  32,614  329  32,943 
Balance at December 31, 2025 219,145,876  $ 219  $ 11,830,737  $ (3,539,592) $ 80,239  $ (253,346) $ 8,118,257  $ 15,885  $ 8,134,142 

(Continued)
W. P. Carey 2025 10-K – 52

W. P. CAREY INC.
CONSOLIDATED STATEMENTS OF EQUITY
(Continued)
(in thousands, except share and per share amounts)
W. P. Carey Stockholders
Distributions Accumulated
Common Stock Additional in Excess of Deferred Other Total
$0.001 Par Value Paid-in Accumulated Compensation Comprehensive W. P. Carey Noncontrolling
Shares Amount Capital Earnings Obligation Loss Stockholders Interests Total
Balance at January 1, 2024
 218,671,874  $ 219  $ 11,784,461  $ (2,891,424) $ 62,046  $ (254,867) $ 8,700,435  $ 6,562  $ 8,706,997 
Shares issued upon delivery of vested restricted share awards 171,705  —  (6,950) (6,950) (6,950)
Shares issued upon purchases under employee share purchase plan
 5,265  —  268  268  268 
Amortization of stock-based compensation expense 40,894  40,894  40,894 
Deferral of vested shares, net (14,543) 14,543  —  — 
Dividends declared ($3.490 per share)
 1,049  (773,389) 1,914  (770,426) (770,426)
Net income 460,839  460,839  (209) 460,630 
Distributions to noncontrolling interests —  (2,255) (2,255)
Contributions from noncontrolling interests —  623  623 
Other comprehensive income:
Unrealized gain on derivative instruments 10,624  10,624  10,624 
Foreign currency translation adjustments (5,989) (5,989) (292) (6,281)
Balance at December 31, 2024 218,848,844  $ 219  $ 11,805,179  $ (3,203,974) $ 78,503  $ (250,232) $ 8,429,695  $ 4,429  $ 8,434,124 

(Continued)
W. P. Carey 2025 10-K – 53

W. P. CAREY INC.
CONSOLIDATED STATEMENTS OF EQUITY
(Continued)
(in thousands, except share and per share amounts)
W. P. Carey Stockholders
Distributions Accumulated
Common Stock Additional in Excess of Deferred Other Total
$0.001 Par Value Paid-in Accumulated Compensation Comprehensive W. P. Carey Noncontrolling
Shares Amount Capital Earnings Obligation Loss Stockholders Interests Total
Balance at January 1, 2023
 210,620,949  $ 211  $ 11,706,836  $ (2,486,633) $ 57,012  $ (283,780) $ 8,993,646  $ 14,998  $ 9,008,644 
Shares issued under forward equity, net 7,826,840  8  633,834  633,842  633,842 
Shares issued upon delivery of vested restricted share awards 218,266  —  (13,679) (13,679) (13,679)
Shares issued upon purchases under employee share purchase plan
 5,819  —  347  347  347 
Distributions in connection with the Spin-Off (Note 3)
 (578,818) (229,712) 35,664  (772,866) (4,406) (777,272)
Amortization of stock-based compensation expense 34,504  34,504  34,504 
Deferral of vested shares, net (4,521) 4,521  —  — 
Acquisition of noncontrolling interests 3,663  3,663  (3,663) — 
Dividends declared ($4.067 per share)
 2,295  (883,413) 513  (880,605) (880,605)
Net income 708,334  708,334  (70) 708,264 
Distributions to noncontrolling interests —  (3,263) (3,263)
Contributions from noncontrolling interests —  2,886  2,886 
Other comprehensive loss:
Unrealized loss on derivative instruments (26,429) (26,429) (26,429)
Foreign currency translation adjustments 19,678  19,678  80  19,758 
Balance at December 31, 2023 218,671,874  $ 219  $ 11,784,461  $ (2,891,424) $ 62,046  $ (254,867) $ 8,700,435  $ 6,562  $ 8,706,997 

See Notes to Consolidated Financial Statements.
W. P. Carey 2025 10-K – 54

W. P. CAREY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
2025 2024 2023
Cash Flows — Operating Activities
Net income $ 472,915  $ 460,630  $ 708,264 
Adjustments to net income:
Depreciation and amortization, including intangible assets and deferred financing costs 537,645  507,101  594,166 
Net realized and unrealized losses on equity securities, foreign currency exchange rate movements, extinguishment of debt, and other 204,439  120,962  9,059 
Gain on sale of real estate, net (193,793) (74,822) (315,984)
Straight-line rent adjustments
 (78,374) (83,094) (75,435)
Impairment charges — real estate 70,367  43,595  86,411 
Stock-based compensation expense 39,894  40,894  34,504 
Increase in allowance for credit losses 27,186  27,629  29,074 
Earnings from equity method investments (18,009) (17,926) (19,575)
Distributions of earnings from equity method investments
 15,942  21,066  18,588 
Deferred income tax benefit (10,885) (4,245) (199)
Amortization of rent-related intangibles and deferred rental revenue 5,986  24,477  33,958 
Gain on change in control of interests —  (31,849) — 
Gain on repayment of secured loan receivable —  (10,650) — 
Proceeds from sales of net investments in sales-type leases 200,168  806,812  — 
Net changes in other operating assets and liabilities 8,838  2,532  (29,399)
Net Cash Provided by Operating Activities 1,282,319  1,833,112  1,073,432 
Cash Flows — Investing Activities
Purchases of real estate (1,657,339) (1,128,809) (1,211,397)
Proceeds from sales of real estate 1,280,180  409,487  446,402 
Investments in loans receivable (399,819) (270,380) — 
Funding for real estate construction, redevelopments, and other capital expenditures on real estate (191,213) (135,327) (121,625)
Value added taxes refunded in connection with acquisition of real estate 47,731  34,801  13,795 
Value added taxes paid in connection with acquisition of real estate (45,647) (56,509) (20,532)
Other investing activities, net 8,820  4,579  (12,791)
Return of capital from equity method investments
 5,317  1,026  10,484 
Purchase of equity investment (5,000) —  — 
Capital contributions to equity method investments
 (3,170) (16,760) (38,219)
Proceeds from repayment of loans receivable —  24,000  28,000 
Net Cash Used in Investing Activities (960,140) (1,133,892) (905,883)
Cash Flows — Financing Activities
Proceeds from Unsecured Revolving Credit Facility 3,115,158  1,229,189  2,551,578 
Repayments of Unsecured Revolving Credit Facility (2,739,777) (1,566,439) (2,439,754)
Dividends paid (790,032) (765,146) (916,530)
Repayment of Senior Unsecured Notes (450,000) (1,044,500) — 
Proceeds from issuance of Senior Unsecured Notes 396,352  1,725,886  — 
Payments of mortgage principal (274,572) (231,506) (396,730)
Repayments of Unsecured Term Loans (90,224) —  — 
Proceeds from Unsecured Term Loans 86,224  —  542,330 
Payments for withholding taxes upon delivery of equity-based awards (14,873) (6,950) (13,679)
Contributions from noncontrolling interests 8,767  623  2,886 
Distributions to noncontrolling interests (7,563) (2,255) (3,263)
Payment of financing costs (4,278) (14,559) (13,875)
Other financing activities, net 3,108  (12,811) 1,929 
Proceeds from shares issued under forward equity, net of selling costs —  —  633,785 
Proceeds in connection with the Spin-Off —  —  343,885 
Net Cash (Used in) Provided by Financing Activities (761,710) (688,468) 292,562 
Change in Cash and Cash Equivalents and Restricted Cash During the Year
Effect of exchange rate changes on cash and cash equivalents and restricted cash 21,222  (12,022) 7,719 
Net (decrease) increase in cash and cash equivalents and restricted cash (418,309) (1,270) 467,830 
Cash and cash equivalents and restricted cash, beginning of year 690,701  691,971  224,141 
Cash and cash equivalents and restricted cash, end of year $ 272,392  $ 690,701  $ 691,971 
 (Continued)


W. P. Carey 2025 10-K – 55

W. P. CAREY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)

Supplemental Non-Cash Investing and Financing Activities:

2023 — On November 1, 2023, we completed the Spin-Off (as defined herein) (Note 3). The following table summarizes non-cash assets, liabilities, and equity derecognized in connection with the Spin-Off and provides a reconciliation to cash proceeds from the Spin-Off (in thousands):
Impact of the Spin-Off  
Total assets derecognized (excluding cash and cash equivalents and restricted cash) $ 1,361,616 
Total liabilities and equity derecognized (438,913)
Total non-cash assets, liabilities, and equity derecognized 922,703 
Reduction to Additional paid-in capital (578,818)
Proceeds in connection with the Spin-Off $ 343,885 

See Notes to Consolidated Financial Statements.
W. P. Carey 2025 10-K – 56

W. P. CAREY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Business and Organization
 
W. P. Carey Inc. (“W. P. Carey” or the “Company”) is a real estate investment trust (“REIT”) that, together with our consolidated subsidiaries, invests primarily in operationally-critical, single-tenant commercial real estate properties located in the United States and Europe that are leased on a long-term basis. We earn revenue principally by leasing the properties we own to companies on a triple-net lease basis, which generally requires each tenant to pay the costs associated with operating and maintaining the property.

Founded in 1973, our shares of common stock are listed on the New York Stock Exchange under the symbol “WPC.”

We elected to be taxed as a REIT under Section 856 through 860 of the Internal Revenue Code effective as of February 15, 2012. As a REIT, we are not subject to federal income taxes on income and gains that we distribute to our stockholders as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, as well as other factors. We also own real property in jurisdictions outside the United States through foreign subsidiaries and are subject to income taxes on our pre-tax income earned from properties in such countries.

In September 2023, we announced a plan to exit the office assets within our portfolio by (i) spinning-off 59 office properties into Net Lease Office Properties (“NLOP”), so that it became a separate publicly-traded real estate investment trust (the “Spin-Off”), and (ii) implementing an asset sale program to dispose of certain office properties retained by us (the “Office Sale Program”), which was completed in 2024.

On November 1, 2023, we completed the Spin-Off, contributing 59 office properties to NLOP (Note 3). Following the closing of the Spin-Off, NLOP operates as a separate publicly-traded REIT, which we externally manage pursuant to certain advisory agreements (the “NLOP Advisory Agreements”).

At December 31, 2025, we were the advisor to Carey European Student Housing Fund I, L.P. (“CESH”), a limited partnership formed for the purpose of developing, owning, and operating student housing properties in Europe (Note 4).

We operate as one reportable segment. Our business is characterized as investing primarily in operationally-critical, single-tenant commercial real estate properties that are principally leased on a long-term basis. These economic characteristics are similar across various property types, geographic locations, and industries in which our tenants operate and therefore considered one operating segment (Note 17). Our consolidated operating results, including net income, are regularly reviewed, in the aggregate, by our chief operating decision maker (“CODM”) to evaluate performance and allocate resources, which can be found on our consolidated financial statements. The CODM is our Chief Executive Officer.

Lease revenues from our real estate investments generate the vast majority of our earnings. We invest primarily in commercial properties located in the United States and Europe, which are leased to companies on a triple-net lease basis. At December 31, 2025, our portfolio was comprised of our full or partial ownership interests in 1,682 properties, totaling approximately 183 million square feet, substantially all of which were net leased to 371 tenants, with a weighted-average lease term of 12.0 years and an occupancy rate of 98.0%. In addition, at December 31, 2025, our portfolio was comprised of 16 operating properties, including 11 self-storage properties, four hotels, and one student housing property, totaling approximately 1.3 million square feet. All references to number of properties, square footage, occupancy, and industry type are unaudited.

Note 2. Summary of Significant Accounting Policies

Critical Accounting Policies and Estimates

Accounting for Acquisitions

In accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired are not a business, we account for the transaction or other event as an asset acquisition. Under both methods, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, we evaluate the existence of goodwill or a gain from a bargain purchase. We
W. P. Carey 2025 10-K – 57

Notes to Consolidated Financial Statements
capitalize acquisition-related costs and fees associated with asset acquisitions. We immediately expense acquisition-related costs and fees associated with business combinations. All transaction costs incurred during the reporting period were capitalized since our acquisitions were classified as asset acquisitions.
 
Purchase Price Allocation of Tangible Assets — When we acquire properties with leases classified as operating leases, we allocate the purchase price to the tangible and intangible assets and liabilities acquired based on their estimated fair values. The tangible assets consist of land, buildings, and site improvements. The intangible assets include the above- and below-market value of leases and the in-place leases, which includes the value of tenant relationships. Land is typically valued utilizing the sales comparison (or market) approach. Buildings are valued, as if vacant, using the cost and/or income approach. Under the cost approach, the fair value of real estate is based on estimated costs to construct a vacant building with similar characteristics. Under the income approach, we use either the discounted cash flow method or the direct capitalization method. For the discounted cash flow method, the fair value of real estate is determined (i) by applying a discounted cash flow analysis to the estimated net operating income for each property in the portfolio during the remaining anticipated lease term and (ii) by the estimated residual value, which is based on a hypothetical sale of the property upon expiration of a lease factoring in the re-tenanting of such property at estimated market rental rates, and applying a selected capitalization rate. For the direct capitalization method, the fair value of real estate is determined (i) by the stabilized estimated net operating income for each property in the portfolio and (ii) a selected capitalization rate.

Assumptions used in the model are property-specific where this information is available; however, when certain necessary information is not available, we use available regional and property-type information. Assumptions and estimates include the following:

•a discount rate or internal rate of return;
•market rents, growth factors of rents, and market lease term;
•capitalization rates to be applied to an estimate of market rent at the beginning and/or the end of the market lease term;
•the marketing period necessary to put a lease in place;
•carrying costs during the marketing period; and
•leasing commissions and tenant improvement allowances.

The discount rates and residual capitalization rates used to value the properties are selected based on several factors, including:

•the creditworthiness of the lessees;
•industry surveys;
•property type;
•property location and age;
•current lease rates relative to market lease rates; and
•anticipated lease duration.

In the case where a tenant has a purchase option deemed to be favorable to the tenant, or the tenant has long-term renewal options at rental rates below estimated market rental rates, we generally include the value of the exercise of such purchase option or long-term renewal options in the determination of residual value.

The remaining economic life of leased assets is estimated by relying in part upon third-party appraisals of the leased assets and industry standards. Different estimates of remaining economic life will affect the depreciation expense that is recorded.

Purchase Price Allocation of Intangible Assets and Liabilities — For acquired properties that do not qualify as sale-leaseback transactions, we record above- and below-market lease intangible assets and liabilities for acquired properties based on the present value (using a discount rate reflecting the risks associated with the leases acquired including consideration of the credit of the lessee) of the difference between (i) the contractual rents to be paid pursuant to the leases negotiated or in place at the time of acquisition of the properties and (ii) our estimate of fair market lease rates for the property or equivalent property, both of which are measured over the estimated lease term, which includes renewal options that have rental rates below estimated market rental rates. We discount the difference between the estimated market rent and contractual rent to a present value using an interest rate reflecting our current assessment of the risk associated with the lease acquired, which includes a consideration of the credit of the lessee. When we enter into sale-leaseback transactions with above- or below-market leases, the intangibles will be accounted for as loan receivables or prepaid rent liabilities, respectively. We measure the fair value of below-market purchase option liabilities we acquire as the excess of the present value of the fair value of the real estate over the present value
W. P. Carey 2025 10-K – 58

Notes to Consolidated Financial Statements
of the tenant’s exercise price at the option date. We determine these values using our estimates or by relying in part upon third-party valuations conducted by independent appraisal firms.

We amortize the above-market lease intangible as a reduction of lease revenue over the remaining contractual lease term. We amortize the below-market lease intangible as an increase to lease revenue over the initial term and any renewal periods in the respective leases. We include the value of below-market leases in Below-market rent intangible liabilities in the consolidated financial statements.

For acquired properties with tenants in place, we record in-place lease intangible assets based on the estimated value ascribed to the avoidance of costs of leasing the properties for the remaining primary in-place lease terms. The cost avoidance is derived first by determining the in-place lease term on the subject lease. Then, based on our review of the market, the cost to be borne by a property owner to replicate a market lease to the remaining in-place term is estimated. These costs consist of: (i) rent lost during downtime (i.e., assumed periods of vacancy), (ii) estimated expenses that would be incurred by the property owner during periods of vacancy, (iii) rent concessions (i.e., free rent), (iv) leasing commissions, and (v) tenant improvements allowances given to tenants. We determine these values using our estimates or by relying in part upon third-party valuations. We amortize the value of in-place lease intangibles to depreciation and amortization expense over the remaining initial term of each lease. The amortization period for intangibles does not exceed the remaining depreciable life of the building.

If a lease is terminated, we charge the unamortized portion of above- and below-market lease values to rental income and in-place lease values to amortization expense. If a lease is amended, we will determine whether the economics of the amended lease continue to support the existence of the above- or below-market lease intangibles.

Purchase Price Allocation of Debt — When we acquire leveraged properties, the fair value of the related debt instruments is determined using a discounted cash flow model with rates that take into account the credit of the tenants, where applicable, and interest rate risk. Such resulting premium or discount is amortized over the remaining term of the obligation. We also consider the value of the underlying collateral, taking into account the quality of the collateral, the credit quality of the tenant, the time until maturity and the current interest rate.

Purchase Price Allocation of Goodwill — In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. In the event we dispose of a property or an investment that constitutes a business under U.S. generally accepted accounting principles (“GAAP”) from a property with goodwill, we allocate a portion of the property’s goodwill to that business in determining the gain or loss on the disposal of the business. The amount of goodwill allocated to the business is based on the relative fair value of the business to the fair value of the property. As part of purchase accounting for a business, we record any deferred tax assets and/or liabilities resulting from the difference between the tax basis and GAAP basis of the investment in the taxing jurisdiction. Such deferred tax amount will be included in purchase accounting and may impact the amount of goodwill recorded depending on the fair value of all of the other assets and liabilities and the amounts paid.

Financing Arrangements — In accordance with Accounting Standards Codification (“ASC”) 310, Receivables and ASC 842, Leases, real estate assets acquired through a sale-leaseback transaction are accounted for as a financing arrangement if the investment does not meet the criteria for sale-leaseback accounting. We record such investments within Net investments in finance leases and loans receivable on the consolidated balance sheets. Rent payments from these investments are included within Income from finance leases and loans receivable on the consolidated statements of income.

Impairments
 
Real Estate — We periodically assess whether there are any indicators that the value of our long-lived real estate and related intangible assets may be impaired or that their carrying value may not be recoverable. These impairment indicators include, but are not limited to, vacancies, an upcoming lease expiration, a tenant with credit difficulty, the termination of a lease by a tenant, or a likely disposition of the property.

W. P. Carey 2025 10-K – 59

Notes to Consolidated Financial Statements
For real estate assets held for investment and related intangible assets in which an impairment indicator is identified, we follow a two-step process to determine whether an asset is impaired and to determine the amount of the charge. First, we compare the carrying value of the property’s asset group to the estimated future net undiscounted cash flow that we expect the property’s asset group will generate, including any estimated proceeds from the eventual sale of the property’s asset group. The undiscounted cash flow analysis requires us to make our best estimate of market rents, residual values, and holding periods. We estimate market rents and residual values using market information from outside sources such as third-party market research, external appraisals, broker quotes, or recent comparable sales.

As our investment objective is to hold properties on a long-term basis, holding periods used in the undiscounted cash flow analysis are generally ten years, but may be less if our intent is to hold a property for less than ten years. Depending on the assumptions made and estimates used, the future cash flow projected in the evaluation of long-lived assets and associated intangible assets can vary within a range of outcomes. We consider the likelihood of possible outcomes in determining our estimate of future cash flows and, if warranted, we apply a probability-weighted method to the different possible scenarios. If the future net undiscounted cash flow of the property’s asset group is less than the carrying value, the carrying value of the property’s asset group is considered not recoverable. We then measure the impairment loss as the excess of the carrying value of the property’s asset group over its estimated fair value.

Assets Held for Sale — We generally classify real estate assets that are subject to operating leases as held for sale when we have entered into a contract to sell the property, all material due diligence requirements have been satisfied, we received a non-refundable deposit, and we believe it is probable that the disposition will occur within one year. When we classify an asset as held for sale, we compare the asset’s fair value less estimated cost to sell to its carrying value, and if the fair value less estimated cost to sell is less than the property’s carrying value, we reduce the carrying value to the fair value less estimated cost to sell. We will continue to review the property for subsequent changes in the fair value, and may recognize a loss on sale of real estate, if warranted.

Equity Method Investments — We evaluate our equity method investments on a periodic basis to determine if there are any indicators that the value of our equity investment may be impaired and whether or not that impairment is other-than-temporary. To the extent an impairment has occurred and is determined to be other-than-temporary, we measure the charge as the excess of the carrying value of our investment over its estimated fair value, which is determined by calculating our share of the estimated fair market value of the underlying net assets based on the terms of the applicable partnership or joint-venture agreement. For our equity method investments, we calculate the estimated fair value of the underlying investment’s real estate as described in Real Estate above. The fair value of the underlying investment’s debt, if any, is calculated based on market interest rates and other market information. The fair value of the underlying investment’s other financial assets and liabilities (excluding net investment in direct financing leases) have fair values that generally approximate their carrying values.
 
Goodwill — We evaluate goodwill for possible impairment at least annually or upon the occurrence of a triggering event (for example, the Spin-Off (Note 3, Note 7)). To identify any impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value of the Company is less than its carrying value. This assessment is used as a basis to determine whether it is necessary to calculate fair value of the Company. We calculate the estimated fair value of the Company by utilizing our market capitalization. Impairments, if any, will be the difference between the Company’s fair value and carrying amount, not to exceed the carrying amount of goodwill.

Credit Losses

The allowance for credit losses, which is recorded as a reduction to Net investments in finance leases and loans receivable on our consolidated balance sheets, is measured on a pool basis by credit ratings (Note 6), using a probability of default method based on the lessees’ respective credit ratings, the expected value of the underlying collateral upon its repossession, and our historical loss experience related to other direct financing leases. Included in our model are factors that incorporate forward-looking information. If we determine that a finance lease no longer shares risk characteristics with other finance leases in the pool, we evaluate the finance lease for expected credit losses on an individual basis. Allowance for credit losses is included in our consolidated statements of income within Other gains and (losses).

W. P. Carey 2025 10-K – 60

Notes to Consolidated Financial Statements
Other Accounting Policies

Basis of Consolidation — Our consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portions of equity in consolidated subsidiaries that are not attributable, directly or indirectly, to us are presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated.

When we obtain an economic interest in an entity, we evaluate the entity to determine if it should be deemed a VIE and, if so, whether we are the primary beneficiary and are therefore required to consolidate the entity. We apply accounting guidance for consolidation of VIEs to certain entities in which the equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. Fixed price purchase and renewal options within a lease, as well as certain decision-making rights within a loan or joint-venture agreement, can cause us to consider an entity a VIE. Limited partnerships and other similar entities that operate as a partnership will be considered a VIE unless the limited partners hold substantive kick-out rights or participation rights. Significant judgment is required to determine whether a VIE should be consolidated. We review the contractual arrangements provided for in the partnership agreement or other related contracts to determine whether the entity is considered a VIE, and to establish whether we have any variable interests in the VIE. We then compare our variable interests, if any, to those of the other variable interest holders to determine which party is the primary beneficiary of the VIE based on whether the entity (i) has the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The liabilities of these VIEs are non-recourse to us and can only be satisfied from each VIE’s respective assets.

During the year ended December 31, 2025, we had a net decrease of four entities classified as VIEs, primarily due to the completion of certain tax-deferred like-kind exchanges under Section 1031 of the Internal Revenue Code (“1031 Exchange”), the liquidation of an unconsolidated investment in equity securities, and the disposition of a consolidated joint venture, partially offset by committing to certain joint venture construction projects (Note 6).

At December 31, 2025 and 2024, we considered ten and 14 entities to be VIEs, respectively, of which we consolidated six and nine, respectively, as we are considered the primary beneficiary. The following table presents a summary of selected financial data of the consolidated VIEs included in our consolidated balance sheets (in thousands):
December 31,
2025 2024
Land, buildings and improvements — net lease and other $ 31,861  $ 468,484 
Net investments in finance leases and loans receivable 178,076  144,103 
In-place lease intangible assets and other 3,620  67,764 
Above-market rent intangible assets 1,685  3,757 
Accumulated depreciation and amortization (11,637) (19,391)
Total assets 207,985  671,402 
Non-recourse mortgages, net $ —  $ 47,853 
Below-market rent intangible liabilities, net —  25 
Total liabilities 946  72,521 

At December 31, 2025 and 2024, our four and five unconsolidated VIEs, respectively, included our interests in (i) two unconsolidated real estate investments, which we account for under the equity method of accounting (we do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities allows us to exercise significant influence on, but does not give us power over, decisions that significantly affect the economic performance of these entities), (ii) one and two unconsolidated investments in equity securities, respectively, which we accounted for as investments in shares of the entities at fair value, and (iii) one construction loan investment, which we accounted for as a secured loan receivable. As of December 31, 2025 and 2024, the net carrying amount of our investments in these entities was $477.5 million and $576.2 million, respectively, and our maximum exposure to loss in these entities was limited to our investments.

W. P. Carey 2025 10-K – 61

Notes to Consolidated Financial Statements
Leases

As a Lessee: Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments under the lease. We determine if an arrangement contains a lease at contract inception and determine the classification of the lease at commencement. Operating and financing lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We do not include renewal options in the lease term when calculating the lease liability unless we are reasonably certain we will exercise the option. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Our variable lease payments consist of increases as a result of the Consumer Price Index (“CPI”) or other comparable indices, taxes, and maintenance costs. Lease expense for lease payments is recognized on a straight-line basis over the term of the lease. Below-market ground lease intangible assets and above-market ground lease intangible liabilities are included as a component of ROU assets. See Note 5 for additional disclosures on the presentation of these amounts in our consolidated balance sheets.

The implicit rate within our operating leases is generally not determinable and, as a result, we use our incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of our incremental borrowing rate requires judgment. We determine our incremental borrowing rate for each lease using estimated baseline mortgage rates. These baseline rates are determined based on a review of current mortgage debt market activity for benchmark securities across domestic and international markets, utilizing a yield curve. The rates are then adjusted for various factors, including level of collateralization and lease term.

As a Lessor: We combine non-lease components (lease arrangements that include common area maintenance services) with related lease components (lease revenues), since both the timing and pattern of transfer are the same for the non-lease component and related lease component, the lease component is the predominant component, and the lease component would otherwise be classified as an operating lease. For (i) operating lease arrangements involving real estate that include common area maintenance services and (ii) all real estate arrangements that include real estate taxes and insurance costs, we present these amounts within lease revenues in our consolidated statements of income. We record amounts reimbursed by the lessee in the period in which the applicable expenses are incurred, if the reimbursements are deemed collectible.

Net investments in sales-type leases are accounted for under ASC 842, Leases. Upon lease commencement or lease modification, we assess lease classification to determine whether the lease should be classified as an operating, direct financing, or sales-type lease. If the lease is determined to be a sales-type lease, we record a net investment in the lease, which is equal to the sum of the lease payments receivable and the unguaranteed residual value, discounted at the rate implicit in the lease. Any difference between the fair value of the asset and the net investment in the lease is considered a gain on sale of real estate and recognized upon execution of the lease.

Cash and Cash Equivalents — We consider all short-term, highly liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase to be cash equivalents. Items classified as cash equivalents include commercial paper and money market funds. Our cash and cash equivalents are held in the custody of several financial institutions, and these balances, at times, exceed federally insurable limits. We seek to mitigate this risk by depositing funds only with major financial institutions.

Restricted Cash — Restricted cash primarily consists of (i) security deposits and amounts required to be reserved pursuant to lender agreements for debt service, capital improvements, and real estate taxes, and (ii) funds designated for future 1031 Exchange transactions. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows (in thousands):
December 31,
2025 2024 2023
Cash and cash equivalents
 $ 155,329  $ 640,373  $ 633,860 
Restricted cash (a)
 117,063  50,328  58,111 
Total cash and cash equivalents and restricted cash
 $ 272,392  $ 690,701  $ 691,971 
__________
(a)Restricted cash is included within Other assets, net on our consolidated balance sheets. Amounts as of December 31, 2025 and 2024 include $80.9 million and $14.6 million, respectively, of proceeds from certain dispositions, which are held by an intermediary and have been designated for future 1031 Exchange transactions.

W. P. Carey 2025 10-K – 62

Notes to Consolidated Financial Statements
Real Estate and Operating Real Estate — We carry land, buildings, and improvements at cost less accumulated depreciation. We capitalize costs that extend the useful life of properties or increase their value, while we expense maintenance and repairs that do not improve or extend the lives of the respective assets as incurred.

Gain/Loss on Sale — We recognize gains and losses on the sale of properties when the transaction meets the definition of a contract, criteria are met for the sale of one or more distinct assets, and control of the properties is transferred.

Internal-Use Software Development Costs and Cloud Computing Arrangements — We expense costs associated with the assessment stage of software development projects. Upon completion of the preliminary project assessment stage, we capitalize internal and external costs associated with the application development stage. We expense the personnel-related costs of training and data conversion. We also expense costs associated with the post-implementation and operation stage, including maintenance and specified upgrades; however, we capitalize internal and external costs associated with significant upgrades to existing systems that result in additional functionality. Cloud computing arrangement costs follow the internal-use software accounting guidance to determine which implementation costs to capitalize as assets or expense as incurred. Capitalized internal-use software development costs are amortized on a straight-line basis over the software’s estimated useful life, which is three to seven years. Capitalized implementation costs related to a service contract will be amortized over the term of the hosting arrangement beginning when the component of the hosting arrangement is ready for its intended use. Periodically, we reassess the useful life considering technology, obsolescence, and other factors.

Other Assets and Liabilities — We include prepaid expenses, straight-line rent receivables, tenant receivables, deferred charges, escrow balances held by lenders, restricted cash balances, marketable securities, derivative assets, other intangible assets, corporate fixed assets, our investment in shares of Lineage (a cold storage REIT) (Note 9), and office lease ROU assets in Other assets, net. We include derivative liabilities, amounts held on behalf of tenants, operating lease liabilities, and deferred revenue in Accounts payable, accrued expenses and other liabilities.

Investment in Shares of Lineage — We have elected to apply the measurement alternative under Accounting Standards Update (“ASU”) 2016-01, Financial Instruments — Overall (Subtopic 825-10) to account for our investment in 5,546,547 shares of Lineage, which is included in Other assets, net in the consolidated financial statements (Note 9). Under this alternative, the carrying value is adjusted for any impairments or changes in fair value resulting from observable transactions for similar or identical investments in the issuer. We transferred this investment from Level 3 to Level 2 within the fair value hierarchy during the third quarter of 2024 because Lineage became a publicly traded company during that period. Although its share price is actively traded on an open market, we make an adjustment to the value of our investment based on the promote value that the sponsor of our investment is entitled to. Since we were a legacy investor in Lineage prior to their public offering completed in July 2024, our ownership interest is subject to settlement at the discretion of Lineage over a three-year period, during which we will have the option to settle our investment in the form of cash or common stock. If our investment is not settled by Lineage during the three-year period, our investment will convert to common shares.

Revenue Recognition, Real Estate Leased to Others — We lease real estate to others primarily on a triple-net leased basis, whereby the tenant is generally responsible for operating expenses relating to the property, including property taxes, insurance, maintenance, repairs, and improvements.

Substantially all of our leases provide for either scheduled rent increases, periodic rent adjustments based on formulas indexed to changes in the CPI or similar indices, or percentage rents. CPI-based adjustments are contingent on future events and are therefore not included as minimum rent in straight-line rent calculations. We recognize rents from percentage rents as reported by the lessees, which is after the level of sales requiring a rental payment to us is reached. Percentage rents were insignificant for the periods presented.

For our operating leases, we recognize future minimum rental revenue on a straight-line basis over the non-cancelable lease term of the related leases and charge expenses to operations as incurred (Note 5). We record leases accounted for under the direct financing method as a net investment in direct financing leases (Note 6). The net investment is equal to the cost of the leased assets. The difference between the cost and the gross investment, which includes the residual value of the leased asset and the future minimum rents, is unearned income. We defer and amortize unearned income to income over the lease term so as to produce a constant periodic rate of return on our net investment in the lease.

W. P. Carey 2025 10-K – 63

Notes to Consolidated Financial Statements
Revenue from contracts under ASC 606, Revenue from Contracts with Customers is recognized when, or as, control of promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. At contract inception, we assess the services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, we consider all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. ASC 606 does not apply to our lease revenues, which constitute a majority of our revenues, but primarily applies to revenues generated from our hotel operating properties and revenues earned from our affiliates (Note 4).

Revenue from contracts primarily represented hotel operating property revenues of $37.6 million, $43.0 million, and $76.2 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Such operating property revenues are primarily comprised of revenues from room rentals and from food and beverage services at our hotel operating properties during those years. We identified a single performance obligation for each distinct service. Performance obligations are typically satisfied at a point in time, at the time of sale, or at the rendering of the service. Fees are generally determined to be fixed. Payment is typically due immediately following the delivery of the service.

Revenue Recognition, Investment Management Operations — We earn asset management revenue in connection with providing services to CESH and NLOP. We earn asset management revenue from property management, leasing, and advisory services performed.

We earn other advisory income and reimbursements from NLOP for certain administrative services, including day-to-day management services, investor relations, accounting, tax, legal, and other administrative matters, paid in cash.

CESH reimburses us for certain personnel and overhead costs that we incur on their behalf. We record reimbursement income as the expenses are incurred, subject to limitations imposed by the advisory agreements. Revenue from contracts with affiliates under ASC 606 is discussed in Note 4.

Asset Retirement Obligations — Asset retirement obligations relate to the legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development, and/or normal operation of a long-lived asset. The fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred or at the point of acquisition of an asset with an assumed asset retirement obligation, and the cost of such liability is recorded as an increase in the carrying amount of the related long-lived asset by the same amount. The liability is accreted each period and the capitalized cost is depreciated over the estimated remaining life of the related long-lived asset. Revisions to estimated retirement obligations result in adjustments to the related capitalized asset and corresponding liability.

In order to determine the fair value of the asset retirement obligations, we make certain estimates and assumptions including, among other things, projected cash flows, the borrowing interest rate, and an assessment of market conditions that could significantly impact the estimated fair value. These estimates and assumptions are subjective.

Depreciation — We compute depreciation of building and related improvements using the straight-line method over the estimated remaining useful lives of the properties (not to exceed 40 years) and furniture, fixtures, and equipment. We compute depreciation of tenant improvements using the straight-line method over the lesser of the remaining term of the lease or the estimated useful life.

Stock-Based Compensation — We have granted restricted share awards (“RSAs”), restricted share units (“RSUs”), and performance share units (“PSUs”) to certain employees, independent directors, and nonemployees. Grants were awarded in the name of the recipient subject to certain restrictions of transferability and a risk of forfeiture. Stock-based compensation expense for all equity-classified stock-based compensation awards is based on the grant date fair value estimated in accordance with current accounting guidance for share-based payments, which includes awards granted to certain nonemployees. We recognize these compensation costs for only those shares expected to vest on a straight-line basis over the requisite service or performance period of the award. We include stock-based compensation within Additional paid-in capital in the consolidated statements of equity and Stock-based compensation expense in the consolidated statements of income.

W. P. Carey 2025 10-K – 64

Notes to Consolidated Financial Statements
Foreign Currency Translation and Transaction Gains and Losses — We have interests in international real estate investments primarily in Europe, Canada, and Japan, and the primary functional currencies for those investments are the euro, the British pound sterling, the Danish krone, the Canadian dollar, and the Japanese yen. We perform the translation from these currencies to the U.S. dollar for assets and liabilities using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the average exchange rate during the month in which the transaction occurs. We report the gains and losses resulting from such translation as a component of other comprehensive income in equity. These translation gains and losses are fully reclassified out of foreign currency translation adjustments (within Accumulated other comprehensive loss in the consolidated balance sheets) and released to net income (within Gain on sale of real estate, net, in the consolidated statements of income) when we have substantially exited from all investments in the related currency. During the year ended December 31, 2025, we exited all investments denominated in Norwegian krone (Note 13, Note 16).

A transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later), realized upon settlement of a foreign currency transaction generally will be included in net income for the period in which the transaction is settled. Also, foreign currency intercompany transactions that are scheduled for settlement, consisting primarily of accrued interest and the translation to the reporting currency of intercompany debt that is short-term or has scheduled principal payments, are included in the determination of net income (within Other gains and (losses) in the consolidated statements of income).

The translation impact of foreign currency transactions of a long-term nature (that is, settlement is not planned or anticipated in the foreseeable future), in which the entities involved in the transactions are consolidated or accounted for by the equity method in our consolidated financial statements, are not included in net income but are reported as a component of other comprehensive income in equity.

Derivative Instruments — We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For derivatives designated and that qualify as cash flow hedges, the change in fair value of the derivative is recognized in Other comprehensive income (loss) until the hedged transaction affects earnings. Gains and losses on the cash flow hedges representing hedge components excluded from the assessment of effectiveness are recognized in earnings over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election. Such gains and losses are recorded within Other gains and (losses) or Interest expense in our consolidated statements of income. The earnings recognition of excluded components is presented in the same line item as the hedged transactions. For derivatives designated and that qualify as a net investment hedge, the change in the fair value and/or the net settlement of the derivative is reported in Other comprehensive income (loss) as part of the cumulative foreign currency translation adjustment. Amounts are reclassified out of Other comprehensive income (loss) into earnings (within Gain on sale of real estate, net, in our consolidated statements of income) when the hedged investment is either sold or substantially liquidated. In accordance with fair value measurement guidance, counterparty credit risk is measured on a net portfolio position basis.

Income Taxes — We conduct business in various states and municipalities primarily within North America and Europe, and as a result, we or one or more of our subsidiaries file income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. We derive most of our REIT income from our real estate operations. Our domestic real estate operations are generally not subject to federal tax, and accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements for these operations. These operations may be subject to certain state and local taxes, as applicable. A taxable REIT subsidiary (“TRS”) may perform additional services for our tenants and generally may engage in any real estate or non-real estate-related business. These operations are subject to federal, state, local, and foreign taxes, as applicable. Our financial statements are prepared on a consolidated basis including these TRSs and include a provision for current and deferred taxes on these operations.

Significant judgment is required in determining our tax provision and in evaluating our tax positions. We establish tax reserves based on a benefit recognition model, which could result in a greater amount of benefit (and a lower amount of reserve) being initially recognized in certain circumstances. Provided that the tax position is deemed more likely than not of being sustained, we recognize the largest amount of tax benefit that is greater than 50% likely of being ultimately realized upon settlement. We derecognize the tax position when it is no longer more likely than not of being sustained.

Our earnings and profits, which determine the taxability of distributions to stockholders, differ from net income reported for financial reporting purposes due primarily to differences in depreciation, including hotel properties, and timing differences of rent recognition and certain expense deductions, for federal income tax purposes.

W. P. Carey 2025 10-K – 65

Notes to Consolidated Financial Statements
We recognize deferred income taxes in certain of our subsidiaries taxable in the United States or in foreign jurisdictions. Deferred income taxes are generally the result of temporary differences (items that are treated differently for tax purposes than for GAAP purposes as described in Note 15). In addition, deferred tax assets arise from unutilized tax net operating losses, generated in prior years. Deferred income taxes are computed under the asset and liability method. The asset and liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between tax bases and financial bases of assets and liabilities. We provide a valuation allowance against our deferred income tax assets when we believe that it is more likely than not that all or some portion of the deferred income tax asset may not be realized. Whenever a change in circumstances causes a change in the estimated realizability of the related deferred income tax asset, the resulting increase or decrease in the valuation allowance is included in deferred income tax expense (benefit).

Earnings Per Share — Basic earnings per share is calculated by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings per share reflects potentially dilutive securities (RSAs, RSUs, PSUs, and shares available for issuance under our ATM Forwards, as defined in Note 13) using the treasury stock method, except when the effect would be anti-dilutive.

Reference Rate Reform — During the first quarter of 2023, we applied the guidance in ASC 848, Reference Rate Reform and elected the practical expedient to transition certain contracts that reference London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”), including our Senior Unsecured Credit Facility (Note 11) and certain derivative instruments. The application of this guidance did not have a material impact on our consolidated financial statements.
 
Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, requiring all public business entities to provide additional disclosure of the nature of expenses included in the consolidated statements of income. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim reporting periods beginning after December 15, 2027, on a prospective basis, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires public companies to annually (i) disclose specific categories in the rate reconciliation disclosure and (ii) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pre-tax income or loss by the applicable statutory income tax rate). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions, among other changes. We adopted this standard for our annual period beginning January 1, 2025 on a prospective basis. The adoption of this standard did not have a material impact on our consolidated financial statements, but has resulted in incremental disclosures within the footnotes to our consolidated financial statements (Note 15).

Note 3. NLOP Spin-Off

Spin-Off

On November 1, 2023, we completed the Spin-Off of 59 office properties into NLOP (Note 1). The Spin-Off was accomplished via a pro rata dividend of one NLOP common share for every 15 shares of WPC common stock outstanding. Following the closing of the Spin-Off, NLOP operates as a separate publicly-traded REIT, for which we serve as advisor pursuant to the NLOP Advisory Agreements executed in connection with the Spin-Off, as described below in further detail.

W. P. Carey 2025 10-K – 66

Notes to Consolidated Financial Statements
On the date of the Spin-Off, NLOP’s portfolio of 59 office properties totaled approximately 9.3 million leasable square feet (including 0.6 million of operating square footage for a parking garage at a domestic property) (unaudited) primarily leased to 62 corporate tenants on a single-tenant net lease basis. The vast majority of the office properties owned by NLOP are located in the United States, with the balance in Europe. NLOP’s portfolio generated contractual minimum annualized base rent (“ABR”) totaling approximately $145 million as of September 30, 2023. We also derecognized non-recourse mortgages encumbering ten properties totaling $164.7 million.

The following table summarizes assets, liabilities, and equity derecognized in connection with the Spin-Off (in thousands):

Assets
Investments in real estate:
Land, buildings and improvements — net lease and other $ 1,299,400 
In-place lease and other intangible assets 373,631 
Above-market rent intangible assets 58,426 
Investments in real estate 1,731,457 
Accumulated depreciation and amortization (454,768)
Net investments in real estate 1,276,689 
Cash and cash equivalents and restricted cash 9,141 
Other assets, net (excluding restricted cash) 70,472 
Goodwill (Note 7)
 61,737 
Less: impairment charges (Note 9)
 (47,282)
Total assets $ 1,370,757 
Liabilities and Equity
Non-recourse mortgages, net $ 164,743 
Accounts payable, accrued expenses and other liabilities 54,199 
Below-market rent intangible liabilities 11,799 
Deferred income taxes 9,718 
Total liabilities 240,459 
Distributions in excess of accumulated earnings 229,712 
Accumulated other comprehensive loss (35,664)
Noncontrolling interests 4,406 
Total equity 198,454 
Total liabilities and equity $ 438,913 

W. P. Carey 2025 10-K – 67

Notes to Consolidated Financial Statements
The following table summarizes the impact to the components of Total equity in connection with the Spin-Off (in thousands):

Impact to Total Equity  
Total assets derecognized (excluding cash and cash equivalents and restricted cash) $ (1,361,616)
Total liabilities derecognized 240,459 
Net assets derecognized (1,121,157)
Less: Proceeds in connection with the Spin-Off, reflecting cash and cash equivalents and restricted cash derecognized (described below under “Debt Facility”) 343,885 
Impact to Total equity $ (777,272)
Impact to Components of Total Equity
Distributions in excess of accumulated earnings derecognized $ (229,712)
Accumulated other comprehensive income derecognized 35,664 
Noncontrolling interests derecognized (4,406)
Reduction to Additional paid-in capital (578,818)
Impact to Total equity $ (777,272)

NLOP Agreements

Pursuant to the NLOP Advisory Agreements, which we entered into on November 1, 2023, we provide NLOP with strategic management services, including asset management, property disposition support, and various related services. NLOP will pay us an asset management fee, which was initially set at an annual amount of approximately $7.5 million and is being reduced proportionately following the disposition of each portfolio property. Such fees are included in Asset management revenue on our consolidated statements of income. In addition, NLOP will reimburse us a base administrative amount of approximately $4.0 million annually, for certain administrative services, including day-to-day management services, investor relations, accounting, tax, legal, and other administrative matters. Such amounts are included in Other advisory income and reimbursements on our consolidated statements of income.

On October 31, 2023, we entered into a Separation and Distribution Agreement, which set forth the various individual transactions to be consummated that comprised the Separation and the Distribution, including the assets transferred to and liabilities assumed by NLOP.

On October 31, 2023, we also entered into a Tax Matters Agreement, which governs the respective rights, responsibilities, and obligations of us and NLOP after the Distribution, with respect to tax liabilities and benefits, the preparation and filing of tax returns, the control of audits and other tax proceedings, tax covenants, tax indemnification, cooperation, and information sharing.

Debt Facility

In September 2023, NLOP entered into a new $455 million debt facility, which was executed by NLOP and funded upon the closing of the Spin-Off on November 1, 2023 (the “NLOP Financing Arrangements”). Approximately $343.9 million of this amount (net of (i) transaction expenses and (ii) cash and cash equivalents and restricted cash derecognized) was retained by us in connection with the Spin-Off.

Spin-Off Costs

In connection with the Spin-Off, we incurred approximately $61.6 million in total costs, comprised of (i) $10.0 million of advisory fees, which is included in Merger and other expenses on our consolidated statements of income ($4.9 million of such fees were recognized during the year ended December 31, 2022 and $5.1 million were recognized during the year ended December 31, 2023); and (ii) $51.6 million of additional Spin-Off related costs (including $14.4 million of financing costs incurred in connection with the NLOP Financing Arrangements), which were reimbursed to us by NLOP in connection with the Spin-Off.

W. P. Carey 2025 10-K – 68

Notes to Consolidated Financial Statements
Note 4. Agreements and Transactions with Related Parties

Advisory Agreements with NLOP and CESH

We currently have advisory arrangements with NLOP and CESH, pursuant to which we earn fees and are entitled to receive reimbursement for certain administrative expenses. The NLOP Advisory Agreements are described in Note 3.

The following tables present a summary of revenue earned and reimbursable costs received/accrued from NLOP and CESH for the periods indicated, included in the consolidated financial statements (in thousands):
  Years Ended December 31,
  2025 2024 2023
Asset management revenue (a) (b)
 $ 4,957  $ 6,597  $ 2,184 
Administrative reimbursements (a) (c)
 4,000  4,000  667 
Reimbursable costs from affiliates (a) (c)
 284  224  368 
$ 9,241  $ 10,821  $ 3,219 
Years Ended December 31,
2025 2024 2023
NLOP $ 8,578  $ 10,243  $ 1,912 
CESH 663  578  1,307 
  $ 9,241  $ 10,821  $ 3,219 
__________
(a)Amounts represent revenues from contracts under ASC 606.
(b)Included within Asset management revenue in the consolidated statements of income.
(c)Included within Other advisory income and reimbursements in the consolidated statements of income.

The following table presents a summary of amounts due from affiliates, which are included within Other assets, net in the consolidated financial statements (in thousands):
December 31,
2025 2024
Accounts receivable $ 535  $ 462 
Asset management fees receivable 391  554 
Reimbursable costs 70  73 
$ 996  $ 1,089 

Performance Obligations and Significant Judgments

The fees earned pursuant to our advisory agreements are considered variable consideration. For the agreements that include multiple performance obligations, including asset management services, revenue is allocated to each performance obligation based on estimates of the price that we would charge for each promised service if it were sold on a standalone basis.

Judgment is applied in assessing whether there should be a constraint on the amount of fees recognized, such as amounts in excess of certain threshold limits with respect to the contract price or any potential clawback provisions included in certain of our arrangements. We exclude fees subject to such constraints to the extent it is probable that a significant reversal of those amounts will occur.

Asset Management Revenue

Under the advisory agreement with NLOP, we earn an asset management fee, paid in cash, which was initially set at an annual amount of $7.5 million and is being reduced proportionately following the disposition of each portfolio property. Under the advisory agreement with CESH, we earn asset management revenue at a rate of 1.0% based on its gross assets at fair value, paid in cash.

W. P. Carey 2025 10-K – 69

Notes to Consolidated Financial Statements
The performance obligation for asset management services is satisfied over time as services are rendered. The time-based output method is used to measure progress over time, as this is representative of the transfer of the services. We are compensated for our services on a monthly or quarterly basis. However, these services represent a series of distinct daily services under ASC 606, Revenue from Contracts with Customers. Accordingly, we satisfy the performance obligation and resolve the variability associated with our fees on a daily basis. We apply the practical expedient and, as a result, do not disclose variable consideration attributable to wholly or partially unsatisfied performance obligations as of the end of the reporting period.

In providing asset management services, we are reimbursed for certain costs. Direct reimbursement of these costs does not represent a separate performance obligation. Payment for asset management services is typically due on the first business day following the month of the delivery of the service.

Administrative Reimbursements

Under the advisory agreement with NLOP, we earn a base administrative amount of approximately $4.0 million annually, for certain administrative services, including day-to-day management services, investor relations, accounting, tax, legal, and other administrative matters, paid in cash.

Reimbursable Costs from Affiliates

CESH reimburses us in cash for certain personnel and overhead costs that we incur on its behalf, based on actual expenses incurred.

Other Transactions with Affiliates and Related Parties

Captive Insurance Company

In March 2025, we formed a wholly owned captive insurance company, which commenced operations in May 2025 and insures a portion of the North American real property portfolios of each of NLOP and us. Annual property insurance premiums from NLOP properties (commencing May 1, 2025) total $0.7 million, of which we recognized $0.4 million for the year ended December 31, 2025, which is included in Other gains and (losses) in the consolidated financial statements. Our captive insurance company does not have a material impact on our consolidated financial statements.

Other

At December 31, 2025, we owned interests in eight jointly owned investments in real estate, with the remaining interests held by third parties. We consolidate five such investments and account for the remaining three investments under the equity method of accounting (Note 8). In addition, we owned limited partnership units of CESH at that date. We elected to account for our investment in CESH under the fair value option (Note 8).

Note 5. Land, Buildings and Improvements, and Assets Held for Sale

Land, Buildings and Improvements — Net Lease and Other

Land and buildings leased to others, which are subject to operating leases, and real estate under construction, are summarized as follows (in thousands):
December 31,
2025 2024
Land $ 2,839,757  $ 2,398,409 
Buildings and improvements 11,531,634  10,388,418 
Real estate under construction 79,915  56,042 
Less: Accumulated depreciation (2,026,829) (1,701,892)
$ 12,424,477  $ 11,140,977 

W. P. Carey 2025 10-K – 70

Notes to Consolidated Financial Statements
During 2025, the U.S. dollar weakened against the euro, as the end-of-period rate for the U.S. dollar in relation to the euro increased by 13.1% to $1.1750 from $1.0389. As a result of this fluctuation in foreign currency exchange rates, the carrying value of our Land, buildings and improvements — net lease and other increased by $435.9 million from December 31, 2024 to December 31, 2025.

During the year ended December 31, 2025, we reclassified a portfolio of 26 properties classified as Land, buildings and improvements — net lease and other to Net investments in finance leases and loans receivable since we entered into an agreement to sell the properties to the tenant. As a result, the carrying value of our Land, buildings and improvements — net lease and other decreased by $121.0 million from December 31, 2024 to December 31, 2025 (Note 6). These properties were sold in June 2025.

During the year ended December 31, 2025, we reclassified a property classified as Land, buildings and improvements — net lease and other to Net investments in finance leases and loans receivable since we entered into an agreement to sell the property to the tenant. As a result, the carrying value of our Land, buildings and improvements — net lease and other decreased by $3.5 million from December 31, 2024 to December 31, 2025 (Note 6). This property was sold in July 2025.

On September 1, 2024, we entered into net lease agreements for certain self-storage properties previously classified as operating properties. On April 1, 2025, two of these net leases commenced; on July 1, 2025, one of these net leases commenced; and on August 1, 2025, one of these net leases commenced. As a result, on those dates, we reclassified four self-storage properties with an aggregate carrying value of $51.3 million from Land, buildings and improvements — operating properties to Land, buildings and improvements — net lease and other. Effective as of those times, we began recognizing lease revenues from these properties, whereas previously we recognized operating property revenues and expenses from these properties.

In connection with changes in lease classifications due to extensions of the underlying leases, we reclassified three properties with an aggregate carrying value of $15.0 million from Net investments in finance leases and loans receivable to Land, buildings and improvements — net lease and other during 2025 (Note 6).

Depreciation expense, including the effect of foreign currency translation, on our buildings and improvements subject to operating leases was $331.1 million, $292.9 million, and $325.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.

W. P. Carey 2025 10-K – 71

Notes to Consolidated Financial Statements
Acquisitions of Real Estate During 2025

During 2025, we entered into the following investments, which were deemed to be real estate asset acquisitions (dollars in thousands):
Property Location(s) Number of Properties Date of Acquisition Property Type
Total Capitalized Costs (a)
Various, United States (a)
 59 2/26/2025 Industrial, Warehouse $ 136,022 
Various, United States (b)
 4 3/3/2025 Retail 8,474 
Mishawaka, Indiana 1 3/26/2025 Specialty (Healthcare) 31,762 
Various, Germany (3 properties) and La Garriga, Spain (c)
 4 4/11/2025 Industrial 42,981 
Santa Fe Springs, California 1 4/23/2025 Warehouse 128,043 
Various, Italy (7 properties) and Málaga and Burgos, Spain (c)
 9 5/13/2025 Industrial 73,280 
Chattanooga, Tennessee 1 6/16/2025 Industrial 20,247 
Newark, New Jersey and Boston, Massachusetts 2 6/17/2025 Industrial 101,856 
San Francisco, California 1 7/11/2025 Industrial 49,604 
Various, United States (d)
 8 7/11/2025; 8/28/2025 Retail 15,796 
Loughborough and Ilkeston, United Kingdom (c)
 2 7/16/2025 Retail 68,308 
Houston, Texas 1 7/31/2025 Industrial 18,357 
Various, France (3 properties) and Medina del Campo, Spain (c)
 4 7/31/2025 Industrial 56,388 
Various, Italy (c)
 35 8/6/2025 Industrial, Warehouse 81,900 
Monterrey and San Juan del Rio, Mexico 4 8/26/2025 Industrial 44,033 
Mesquite, Texas 1 9/18/2025 Industrial 92,271 
Kissimmee, Florida 1 9/23/2025 Retail 14,338 
Toronto and Markham, Canada; and Lee’s Summit, Missouri (c)
 3 9/24/2025 Industrial 67,170 
Compton, California 1 10/1/2025 Warehouse 5,937 
Various, United States (d)
 4 10/2/2025 Specialty (Healthcare) 137,275 
San Juan del Rio, Mexico 1 10/2/2025 Industrial 9,999 
Various, United States (e)
 8 10/9/2025; 12/10/2025 Retail 15,986 
New Hartford, New York 1 11/26/2025 Retail (Car Wash) 5,084 
Wasserburg am Inn, Germany (c)
 1 12/16/2025 Industrial 27,142 
Cesena and Gela, Italy (c)
 2 12/17/2025 Industrial, Warehouse 2,218 
Various, United States (f)
 10 12/18/2025 Retail 321,826 
Navarra and Zaragoza, Spain (c)
 4 12/22/2025 Warehouse 80,020 
173 $ 1,656,317 
__________
(a)This investment includes properties located across 13 U.S. states.
(b)This investment includes properties located across three U.S. states.
(c)Amount reflects the applicable exchange rate on the date of transaction.
(d)This investment includes properties located across four U.S. states.
(e)This investment includes properties located across five U.S. states.
(f)This investment includes properties located across nine U.S. states.

W. P. Carey 2025 10-K – 72

Notes to Consolidated Financial Statements
The aggregate purchase price allocation for investments disclosed above is as follows (dollars in thousands):
Total Capitalized Costs
Land $ 420,119 
Buildings and improvements 995,255 
Intangible assets and liabilities:
In-place lease (weighted-average expected life of 16.0 years)
 252,165 
Above-market rent (expected life of 15.5 years)
 14,059 
Below-market rent (expected life of 5.7 years)
(3,061)
Right-of-use assets:
Land lease right-of-use assets 2,296 
Below-market ground lease intangibles 1,495 
Prepaid rent liabilities (23,715)
Operating lease liabilities (2,296)
$ 1,656,317 

Acquisitions of Real Estate During 2024 — We entered into 25 investments, which were deemed to be real estate asset acquisitions, at a total cost of $1.2 billion, including land of $219.4 million, buildings of $772.3 million, in-place lease intangibles of $166.1 million, above-market rent intangibles of $7.1 million, below-market rent intangibles of $0.4 million, land lease ROU assets of $4.3 million, below-market ground lease intangibles of $3.5 million, debt discount and deferred financing costs on non-recourse mortgage loans assumed of $4.2 million, and operating lease liabilities of $4.3 million.

Acquisitions of Real Estate During 2023 — We entered into 12 investments, which were deemed to be real estate asset acquisitions, at a total cost of $1.2 billion, including land of $212.6 million, buildings of $774.1 million, in-place lease intangibles of $185.9 million, ROU assets of $13.0 million, and prepaid rent liabilities of $6.9 million.

Real Estate Under Construction — Net Lease and Operating Properties

During 2025, we capitalized real estate under construction totaling $98.2 million. The number of construction projects in progress with balances included in real estate under construction was ten and four as of December 31, 2025 and 2024, respectively. Aggregate unfunded commitments totaled approximately $125.3 million and $72.1 million as of December 31, 2025 and 2024, respectively.

During 2025, we completed the following construction projects (dollars in thousands):
Property Location(s) Primary Transaction Type Number of Properties Date of Completion Property Type Total Capitalized Costs
Galeras, Mexico Expansion 1 6/26/2025 Industrial $ 4,843 
Bedford, Massachusetts Redevelopment 1 7/22/2025 Research and Development 42,059 
Surprise, Arizona (a)
 Build-to-Suit 1 10/27/2025 Industrial 22,042 
3 $ 68,944 
__________
(a)The tenant at this property commenced paying rent in January 2026.

During 2024, we completed five construction projects, at a total cost of $87.0 million.

During 2023, we completed four construction projects, at a total cost of $60.7 million.

During 2025, we committed to fund nine construction projects, for an aggregate amount of $157.0 million. We currently expect to complete the projects in 2026 and 2027.

Capitalized interest incurred during construction was $1.1 million, $1.0 million, and $0.6 million for the years ended December 31, 2025, 2024, and 2023 respectively, which reduces Interest expense in the consolidated statements of income.

W. P. Carey 2025 10-K – 73

Notes to Consolidated Financial Statements
Dispositions of Properties

During 2025, we sold 34 properties, which were classified as Land, buildings and improvements — net lease and other. As a result, the carrying value of our Land, buildings and improvements — net lease and other decreased by $300.3 million from December 31, 2024 to December 31, 2025 (Note 16).

Other Lease-Related Income

2025 — For the year ended December 31, 2025, Other lease-related income on our consolidated statements of income included: (i) lease termination income totaling $16.9 million and (ii) other lease-related settlements totaling $5.3 million.

2024 — For the year ended December 31, 2024, Other lease-related income on our consolidated statements of income included: (i) lease termination income totaling $7.0 million and (ii) other lease-related settlements totaling $11.8 million.

2023 — For the year ended December 31, 2023, Other lease-related income on our consolidated statements of income included: (i) lease termination income totaling $11.9 million received from two tenants in connection with the sales of the properties they occupied and (ii) other lease-related settlements totaling $9.1 million.

Leases

Operating Lease Income

Lease income related to operating leases recognized and included in the consolidated statements of income is as follows (in thousands):
Years Ended December 31,
2025 2024 2023
Lease income — fixed $ 1,313,926  $ 1,186,730  $ 1,254,340 
Lease income — variable (a)
 165,278  145,058  173,036 
Total operating lease income $ 1,479,204  $ 1,331,788  $ 1,427,376 
__________
(a)Includes (i) rent increases based on changes in the CPI and other comparable indices and (ii) reimbursements for property taxes, insurance, and common area maintenance services.

Scheduled Future Lease Payments to be Received

Scheduled future lease payments to be received (exclusive of expenses paid by tenants, percentage of sales rents, and future CPI-based adjustments) under non-cancelable operating leases at December 31, 2025 are as follows (in thousands): 
Years Ending December 31,  Total
2026 $ 1,426,069 
2027 1,400,521 
2028 1,364,800 
2029 1,310,345 
2030 1,261,348 
Thereafter 11,763,531 
Total $ 18,526,614 

See Note 6 for scheduled future lease payments to be received under non-cancelable direct financing leases and sales-type leases.

W. P. Carey 2025 10-K – 74

Notes to Consolidated Financial Statements
Lease Cost

Lease costs for operating leases are included in (i) General and administrative expenses (office leases), (ii) Property expenses, excluding reimbursable tenant costs (land leases), and (iii) Reimbursable tenant costs (land leases) in the consolidated statements of income. Certain information related to the total lease cost for operating leases is as follows (in thousands):
Years Ended December 31,
2025 2024 2023
Fixed lease cost
 $ 16,359  $ 15,550  $ 15,518 
Variable lease cost
 2,204  1,992  1,731 
Total lease cost $ 18,563  $ 17,542  $ 17,249 

During the years ended December 31, 2025, 2024, and 2023, we received sublease income totaling approximately $5.6 million, $5.0 million, and $4.9 million, respectively, which is included in Lease revenues in the consolidated statements of income.

Other Information

Supplemental balance sheet information related to ROU assets and lease liabilities is as follows (dollars in thousands):
December 31,
Location on Consolidated Balance Sheets 2025 2024
Operating ROU assets — land leases In-place lease intangible assets and other $ 123,242  $ 115,156 
Finance ROU assets — land and building leases In-place lease intangible assets and other 26,860  25,253 
Operating ROU assets — office leases Other assets, net 47,719  51,319 
Total operating ROU assets $ 197,821  $ 191,728 
Operating lease liabilities Accounts payable, accrued expenses and other liabilities $ 144,252  $ 143,274 
Weighted-average remaining lease term — operating leases 23.8 years 23.4 years
Weighted-average discount rate — operating leases 6.9  % 6.8  %
Number of land lease arrangements — operating leases 71 72
Weighted-average remaining lease term — finance leases (a)
 57.8 years 56.4 years
Number of land and building lease arrangements — finance leases 3 2
Number of office space arrangements 4 4
Remaining lease term range (excluding extension options not reasonably certain of being exercised)
<1 – 94 years
<1 – 95 years
__________
(a)There are no related lease liabilities for our finance ROU assets. Therefore, there is no applicable weighted-average discount rate for such assets.

Cash paid for operating lease liabilities included in Net cash provided by operating activities totaled $17.3 million, $16.2 million, and $16.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.

W. P. Carey 2025 10-K – 75

Notes to Consolidated Financial Statements
Undiscounted Cash Flows

A reconciliation of the undiscounted cash flows for operating leases recorded on the consolidated balance sheet within Accounts payable, accrued expenses and other liabilities as of December 31, 2025 is as follows (in thousands):
Years Ending December 31,  Total
2026 $ 15,361 
2027 15,947 
2028 15,849 
2029 14,927 
2030 14,398 
Thereafter 234,536 
Total lease payments 311,018 
Less: amount of lease payments representing interest (166,766)
Present value of future lease payments/lease obligations $ 144,252 

Land, Buildings and Improvements — Operating Properties

At December 31, 2025, Land, buildings and improvements — operating properties consisted of our investments in 11 self-storage properties, four hotels, and one student housing property. At December 31, 2024, Land, buildings and improvements — operating properties consisted of our investments in 78 self-storage properties, four hotels, and two student housing properties. Below is a summary of our Land, buildings and improvements — operating properties (in thousands): 
December 31,
2025 2024
Land $ 25,665  $ 144,871 
Buildings and improvements 260,414  1,053,805 
Less: Accumulated depreciation (59,626) (100,575)
$ 226,453  $ 1,098,101 

During the year ended December 31, 2025, the U.S. dollar weakened against the British pound sterling, resulting in an increase of $7.0 million in the carrying value of our Land, buildings and improvements — operating properties from December 31, 2024 to December 31, 2025.

As described above under Land, Buildings and Improvements — Net Lease and Other, on September 1, 2024, we entered into net lease agreements for certain self-storage properties previously classified as operating properties. On April 1, 2025, two of these net leases commenced; on July 1, 2025, one of these net leases commenced; and on August 1, 2025, one of these net leases commenced. As a result, on those dates, we reclassified four self-storage properties with an aggregate carrying value of $51.3 million from Land, buildings and improvements — operating properties to Land, buildings and improvements — net lease and other. Effective as of those times, we began recognizing lease revenues from these properties, whereas previously we recognized operating property revenues and expenses from these properties.

Depreciation expense, including the effect of foreign currency translation, on our buildings and improvements attributable to operating properties was $22.5 million, $28.7 million, and $29.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Dispositions of Properties

During the year ended December 31, 2025, we sold 63 self-storage operating properties and one student housing operating property, which were classified as Land, buildings and improvements — operating properties. As a result, the carrying value of our Land, buildings and improvements — operating properties decreased by $802.1 million from December 31, 2024 to December 31, 2025 (Note 16).
W. P. Carey 2025 10-K – 76

Notes to Consolidated Financial Statements
Acquisitions of Operating Real Estate During 2024 — We entered into one self-storage operating property investment, which was deemed to be a real estate asset acquisition, at a cost of $7.4 million, including land of $1.7 million, buildings of $5.3 million, and in-place lease intangibles of $0.4 million.

Acquisitions of Operating Real Estate During 2023 — We entered into four self-storage operating property investments, which were deemed to be real estate asset acquisitions, at a total cost of $47.3 million, including land of $13.5 million, buildings of $31.9 million, and in-place lease intangibles of $1.8 million.

For the year ended December 31, 2025, Land, buildings and improvements — operating properties revenues totaling $112.5 million were comprised of $103.9 million in lease revenues and $8.6 million in other income (such as food and beverage revenue) from 78 consolidated self-storage properties, four consolidated hotels, and two consolidated student housing properties. For the year ended December 31, 2024, Land, buildings and improvements — operating properties revenues totaling $146.8 million were comprised of $136.5 million in lease revenues and $10.3 million in other income (such as food and beverage revenue) from 81 consolidated self-storage properties, five consolidated hotels, and two consolidated student housing properties. For the year ended December 31, 2023, Land, buildings and improvements — operating properties revenues totaling $180.3 million were comprised of $164.5 million in lease revenues and $15.8 million in other income from 80 consolidated self-storage properties, 13 consolidated hotels, and two consolidated student housing properties. We derive self-storage revenue primarily from rents received from customers who rent storage space under month-to-month leases for personal or business use. We derive hotel revenue primarily from room rentals, as well as food, beverage, and other services. We earn student housing operating revenue primarily from leases of one year or less with individual students.

Assets Held for Sale, Net

Below is a summary of our properties held for sale (in thousands):
December 31,
2025 2024
Land, buildings and improvements — net lease and other
 $ 3,741  $ — 
Accumulated depreciation and amortization (414) — 
Assets held for sale, net $ 3,327  $ — 

At December 31, 2025, we had one property classified as Assets held for sale, net, with an aggregate carrying value of $3.3 million. This property was sold in January 2026 (Note 18).

Note 6. Finance Receivables

Assets representing rights to receive money on demand or at fixed or determinable dates are referred to as finance receivables. Our finance receivables portfolio consists of our Net investments in finance leases and loans receivable (net of allowance for credit losses). Operating leases are not included in finance receivables. See Note 2 and Note 5 for information on ROU operating lease assets recognized in our consolidated balance sheets.

Finance Receivables

Net investments in finance leases and loans receivable are summarized as follows (in thousands):
Maturity Date December 31,
2025 2024
Sale-leaseback transactions accounted for as loans receivable (a)
 2038 – 2057 $ 857,931  $ 451,813 
Net investments in direct financing leases (b)
 2026 – 2036 267,530  277,698 
Secured loans receivable (c)
 2026 35,783  31,857 
Net investments in sales-type leases (c)
 2057 10,642  36,891 
$ 1,171,886  $ 798,259 
__________
(a)These investments are accounted for as loans receivable in accordance with ASC 310, Receivables and ASC 842, Leases. Maturity dates reflect the current lease maturity dates. Amounts are net of allowance for credit losses of $35.3 million and $14.3 million as of December 31, 2025 and 2024, respectively.
W. P. Carey 2025 10-K – 77

Notes to Consolidated Financial Statements
(b)Amounts are net of allowance for credit losses, as disclosed below under Net Investments in Direct Financing Leases.
(c)These investments are assessed for credit loss allowances but no such allowances were recorded as of December 31, 2025 or 2024.

During the year ended December 31, 2025, the U.S. dollar weakened against the euro, resulting in a $40.6 million increase in the carrying value of Net investments in finance leases and loans receivable from December 31, 2024 to December 31, 2025.

Income from finance leases and loans receivable is summarized as follows (in thousands):
Years Ended December 31,
2025 2024 2023
Sale-leaseback transactions accounted for as loans receivable $ 56,419  $ 22,754  $ 14,715 
Net investments in direct financing leases 30,447  34,375  49,950 
Secured loans receivable 2,580  2,853  4,399 
Net investments in sales-type leases 1,502  13,280  38,109 
$ 90,948  $ 73,262  $ 107,173 

Loans Receivable

During the year ended December 31, 2025, we entered into the following sale-leasebacks, which were deemed to be loans receivable in accordance with ASC 310, Receivables and ASC 842, Leases (dollars in thousands):
Property Location(s) Number of Properties Date of Acquisition Property Type Total Investment
Blytheville, Arkansas (a)
 1 3/27/2025 Industrial $ 91,910 
McDonald, Tennessee 1 6/27/2025 Industrial 166,060 
Various, United Kingdom (3 properties), Czech Republic (2 properties), and Slovakia (1 property) (b)
 6 7/3/2025 Industrial 103,380 
Delphos, Ohio (c)
 1 10/24/2025 Industrial 8,693 
9 $ 370,043 
__________
(a)In connection with this acquisition, we capitalized (i) land lease right-of-use assets totaling $1.5 million, which are included within In-place lease intangible assets and other on our consolidated balance sheets, and (ii) operating lease liabilities totaling $1.5 million, which are included within Accounts payable, accrued expenses and other liabilities on our consolidated balance sheets.
(b)Amount reflects the applicable exchange rate on the date of transaction.
(c)In connection with this acquisition, we committed to fund (i) an expansion at this facility for $2.0 million and (ii) a build-to-suit project for a new industrial facility for $36.0 million, both of which are expected to be completed in the fourth quarter of 2026.

During the year ended December 31, 2024, we entered into three sale-leasebacks, which were deemed to be loans receivable, at a total cost of $238.6 million.

During the years ended December 31, 2025, 2024, and 2023, we recorded an allowance for credit losses of $21.0 million, $13.5 million, and $0.8 million, respectively, on our sale-leaseback transactions accounted for as loans receivables due to changes in economic conditions.

W. P. Carey 2025 10-K – 78

Notes to Consolidated Financial Statements
On May 22, 2025, we committed to fund two construction projects totaling approximately $120.3 million on a consolidated basis (of which our proportionate share is approximately $108.3 million), for concert venues located in Austin, Texas, and Portland, Oregon, which we expect to be completed in 2026 and 2027, respectively. We own a 90% controlling interest in both investments, which we consolidate. In connection with these projects, and in accordance with ASC 310, Receivables and ASC 842, Leases, during the year ended December 31, 2025 we capitalized land and buildings totaling $33.8 million, which is recorded in Net investments in finance leases and loans receivable in our consolidated financial statements. Our joint-venture partner contributed $12.6 million to the projects during the year ended December 31, 2025, including a non-cash contribution of land for $3.9 million during the second quarter of 2025, which is reflected in Noncontrolling interests in our consolidated financial statements.

At December 31, 2025, the following construction loans are accounted for as secured loan receivables for accounting purposes in accordance with the acquisition, development and construction arrangement sub-section of ASC 310, Receivables (in thousands):
Location/Description Funded Year to Date
Loan Maturity Date (a)
Total Funded as of December 31,
2025 2024
Las Vegas, Nevada (retail) $ 1,556  Dec. 2026 $ 18,367  $ 16,811 
Las Vegas, Nevada (mixed use) 2,371  Nov. 2026 17,417  15,046 
$ 3,927  $ 35,784  $ 31,857 
__________
(a)The borrowers for these construction loans retain certain loan maturity extension options.

In June 2024, in connection with a property disposition, we provided financing to the buyer of $15.0 million with an interest rate of 15.0%. In September 2024, this secured loan receivable was repaid to us for $15.0 million.

In March 2024, a secured loan receivable was repaid to us for $24.0 million. In connection with this repayment, we recorded a release of allowance for credit losses of $2.1 million since the loan principal was fully repaid. In addition, we collected $1.4 million of unpaid interest related to a prior year upon repayment of this secured loan receivable, which was included in Income from finance leases and loans receivable on the consolidated statements of income for the year ended December 31, 2025.

In August 2023, one of our secured loans receivable was repaid to us for $28.0 million. In connection with this repayment, we received an $0.6 million prepayment penalty from the borrower, which was included in Income from finance leases and loans receivable in the consolidated financial statements for the year ended December 31, 2023.

Net Investments in Direct Financing Leases

Net investments in direct financing leases is summarized as follows (in thousands):
December 31,
2025 2024
Lease payments receivable $ 146,467  $ 178,639 
Unguaranteed residual value 244,928  273,502 
391,395  452,141 
Less: unearned income (120,120) (150,383)
Less: allowance for credit losses (a)
 (3,745) (24,060)
$ 267,530  $ 277,698 
__________
(a)During the years ended December 31, 2025, 2024, and 2023, we recorded a net allowance for credit losses of $2.3 million, $16.2 million, and $28.2 million, respectively, on our net investments in direct financing leases due to changes in expected economic conditions, which was included within Other gains and (losses) in our consolidated statements of income. In addition, during the year ended December 31, 2025, we reduced the allowance for credit losses balance by $22.7 million, in connection with the reclassification of certain properties from Net investments in finance leases and loans receivable to Land, buildings and improvements — net lease and other, as described below.

W. P. Carey 2025 10-K – 79

Notes to Consolidated Financial Statements
2025 — During the year ended December 31, 2025, we reclassified three properties with a carrying value of $15.0 million from Net investments in finance leases and loans receivable to Land, buildings and improvements — net lease and other in connection with changes in lease classifications due to extensions of the underlying leases (Note 5).

Net Investments in Sales-Type Leases

On February 28, 2023, the tenant occupying our portfolio of 78 net-lease self-storage properties located in the United States provided notice of its intention to exercise its option to repurchase the properties. In accordance with ASC 842, Leases, we reclassified these net-lease assets to net investments in sales-type leases totaling $451.4 million on our consolidated balance sheets within Net investments in finance leases and loans receivable (based on the present value of remaining rents and estimated purchase price, using the CPI rates as of the exercise notice date), since the tenant provided notice of its intention to exercise its purchase option. We recognized an aggregate Gain on sale of real estate, net, of $176.2 million during the year ended December 31, 2023 related to this transaction. During the year ended December 31, 2024, we completed the sale of this portfolio (Note 16).

On October 16, 2023, the tenant occupying an industrial/office facility located in Nagold, Germany, provided notice of its intention to exercise its option to repurchase the property. In accordance with ASC 842, Leases, we reclassified this net-lease asset to net investments in sales-type leases totaling $20.6 million on our consolidated balance sheets (based on the estimated purchase price and the foreign currency exchange rate of the euro on the date of notice), since the tenant provided notice of its intention to exercise its purchase option. During the year ended December 31, 2025, we completed the sale of this property. As a result, the carrying value of Net investments in finance leases and loans receivable decreased by $18.7 million from December 31, 2024 to December 31, 2025 (Note 16). No gain or loss on sale of real estate was recognized related to this transaction.

On October 31, 2023, we entered into an agreement to sell our portfolio of 70 office properties located in Spain to the tenant occupying the properties. In accordance with ASC 842, Leases, we reclassified these net-lease assets to net investments in sales-type leases totaling $348.6 million on our consolidated balance sheets within Net investments in finance leases and loans receivable (based on the estimated purchase price and the foreign currency exchange rate of the euro on the agreement date), since this agreement resulted in a lease modification. We recognized an aggregate Gain on sale of real estate, net, of $59.1 million during the year ended December 31, 2023 related to this transaction. During the year ended December 31, 2024, we completed the sale of this portfolio (Note 16).

On July 10, 2024, we entered into an agreement to sell two properties located in the Netherlands to the tenant occupying the properties. In accordance with ASC 842, Leases, we reclassified these net-lease assets to net investments in sales-type leases totaling $17.3 million on our consolidated balance sheets (based on the estimated purchase price and the foreign currency exchange rate of the euro on the agreement date), since this agreement resulted in a lease modification. We recognized an aggregate Gain on sale of real estate, net, of $6.4 million during the year ended December 31, 2024 related to this transaction. During the year ended December 31, 2025, we completed the sale of these properties. As a result, the carrying value of Net investments in finance leases and loans receivable decreased by $16.6 million from December 31, 2024 to December 31, 2025 (Note 16).

On May 21, 2025, we entered into an agreement to sell our portfolio of 26 funeral homes located in Spain to the tenant occupying the properties. In accordance with ASC 842, Leases, we reclassified these net-lease assets to net investments in sales-type leases totaling $162.0 million on our consolidated balance sheets (based on the estimated purchase price and the foreign currency exchange rate of the euro on the agreement date), since this agreement resulted in a lease modification. In connection with this transaction, we reclassified the following amounts to Net investments in finance leases and loans receivable: (i) $129.7 million from Land, buildings and improvements — net lease and other, (ii) $20.3 million from In-place lease intangible assets and other, and (iii) $11.0 million from Accumulated depreciation and amortization. We recognized an aggregate Gain on sale of real estate, net, of $19.0 million during the year ended December 31, 2025 related to this transaction, reflecting balances of $0.5 million within Deferred income taxes and $4.5 million within Accounts payable, accrued expenses and other liabilities for this investment. This portfolio was sold in June 2025. As a result, the carrying value of Net investments in finance leases and loans receivable decreased by $162.0 million.

W. P. Carey 2025 10-K – 80

Notes to Consolidated Financial Statements
On June 18, 2025, we entered into an agreement to sell a property located in Windsor, Connecticut, to the tenant occupying the property, and due diligence for the sale was completed on July 16, 2025. In accordance with ASC 842, Leases, we reclassified this net-lease asset to net investments in sales-type leases for $6.5 million on our consolidated balance sheets, since this agreement resulted in a lease modification. In connection with this transaction, we reclassified the following amounts to Net investments in finance leases and loans receivable: (i) $4.4 million from Land, buildings and improvements — net lease and other, (ii) $0.2 million from Other assets, net, and (iii) $0.9 million from Accumulated depreciation and amortization. We recognized an aggregate Gain on sale of real estate, net, of $2.8 million during the year ended December 31, 2025 related to this transaction. This property was sold in July 2025. As a result, the carrying value of Net investments in finance leases and loans receivable decreased by $6.5 million.

Prior to the reclassifications of certain properties to net investments in sales-type leases, earnings from such investments were recognized in Lease revenues in the consolidated financial statements.

Net investments in sales-type leases is summarized as follows (in thousands):
December 31,
2025 2024
Lease payments receivable $ 38,306  $ 36,938 
Unguaranteed residual value 10,500  — 
48,806  36,938 
Less: unearned income (38,164) (47)
$ 10,642  $ 36,891 

Scheduled Future Lease Payments to be Received

Scheduled future lease payments to be received (exclusive of expenses paid by tenants, percentage of sales rents, and future CPI-based adjustments) under non-cancelable direct financing leases and sales-type leases at December 31, 2025 are as follows (in thousands):
Years Ending December 31,  Total
2026 $ 32,658 
2027 31,443 
2028 23,800 
2029 21,284 
2030 19,552 
Thereafter 56,036 
Total $ 184,773 

See Note 5 for scheduled future lease payments to be received under non-cancelable operating leases.

Credit Quality of Finance Receivables
 
We generally invest in facilities that we believe are critical to a tenant’s business and therefore have a lower risk of tenant default. At both December 31, 2025 and 2024, no material balances of our finance receivables were past due. Other than the lease extensions noted above under Net Investments in Direct Financing Leases, there were no material modifications of finance receivables during the year ended December 31, 2025.

We evaluate the credit quality of our finance receivables utilizing an internal five-point credit rating scale, with one representing the highest credit quality and five representing the lowest. A credit quality of one through three indicates a range of investment grade to stable. A credit quality of four through five indicates a range of inclusion on the watch list to risk of default. The credit quality evaluation of our finance receivables is updated quarterly.

W. P. Carey 2025 10-K – 81

Notes to Consolidated Financial Statements
A summary of our finance receivables by internal credit quality rating, excluding our allowance for credit losses, is as follows (dollars in thousands):
Number of Tenants / Obligors at December 31, Carrying Value at December 31,
Internal Credit Quality Indicator 2025 2024 2025 2024
1 – 3 17 18 $ 762,969  $ 575,361 
4 9 7 448,007  254,864 
5 — 1 —  6,411 
$ 1,210,976  $ 836,636 

Note 7. Goodwill and Other Intangibles

We have recorded lease and internal-use software development intangibles that are being amortized over periods ranging from one year to 38 years. In-place lease intangibles, at cost are included in In-place lease intangible assets and other in the consolidated financial statements. Above-market rent intangibles, at cost are included in Above-market rent intangible assets in the consolidated financial statements. Accumulated amortization of in-place lease and above-market rent intangibles is included in Accumulated depreciation and amortization in the consolidated financial statements. Internal-use software development intangibles are included in Other assets, net in the consolidated financial statements. Below-market rent intangibles are included in Below-market rent intangible liabilities, net in the consolidated financial statements.

Net lease intangibles recorded in connection with property acquisitions during the year ended December 31, 2025 are described in Note 5.

In connection with certain business combinations, we recorded goodwill as a result of consideration exceeding the fair values of the assets acquired and liabilities assumed (Note 2). The following table presents a reconciliation of our goodwill (in thousands):
Goodwill
Balance at January 1, 2023
 $ 1,037,412 
Allocation of goodwill distributed to NLOP (Note 3)
 (61,737)
Foreign currency translation adjustments 2,614 
Balance at December 31, 2023
 978,289 
Foreign currency translation adjustments (10,446)
Balance at December 31, 2024
 967,843 
Foreign currency translation adjustments 19,228 
Balance at December 31, 2025
 $ 987,071 

Current accounting guidance requires that we test for the recoverability of goodwill at least annually, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. We performed our annual test for impairment in October 2025 and found no impairment indicated.

W. P. Carey 2025 10-K – 82

Notes to Consolidated Financial Statements
Intangible assets, intangible liabilities, and goodwill are summarized as follows (in thousands):
December 31,
2025 2024
Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Finite-Lived Intangible Assets
Internal-use software development costs
 $ 3,996  $ (1,578) $ 2,418  $ 2,778  $ (999) $ 1,779 
3,996  (1,578) 2,418  2,778  (999) 1,779 
Lease Intangibles:
In-place lease 2,316,097  (993,737) 1,322,360  2,157,163  (938,574) 1,218,589 
Above-market rent 668,707  (498,138) 170,569  665,495  (481,355) 184,140 
2,984,804  (1,491,875) 1,492,929  2,822,658  (1,419,929) 1,402,729 
Goodwill
Goodwill 987,071  —  987,071  967,843  —  967,843 
Total intangible assets $ 3,975,871  $ (1,493,453) $ 2,482,418  $ 3,793,279  $ (1,420,928) $ 2,372,351 
Finite-Lived Intangible Liabilities
Below-market rent $ (202,319) $ 98,264  $ (104,055) $ (197,971) $ 78,140  $ (119,831)
Total intangible liabilities $ (202,319) $ 98,264  $ (104,055) $ (197,971) $ 78,140  $ (119,831)

During 2025, the U.S. dollar weakened against the euro, resulting in an increase of $45.0 million in the carrying value of our net intangible assets from December 31, 2024 to December 31, 2025. See Note 6 for a description of intangible assets and liabilities reclassified to net investments in sales-type leases during the year ended December 31, 2025.

Net amortization of intangibles, including the effect of foreign currency translation, was $174.7 million, $186.7 million, and $247.5 million for the years ended December 31, 2025, 2024, and 2023, respectively. Amortization of below-market rent and above-market rent intangibles is recorded as an adjustment to Lease revenues and amortization of internal-use software development and in-place lease intangibles is included in Depreciation and amortization.

Based on the intangible assets and liabilities recorded at December 31, 2025, scheduled annual net amortization of intangibles for each of the next five calendar years and thereafter is as follows (in thousands):
Years Ending December 31, Net Decrease (Increase) in Lease Revenues Increase to Amortization Total
2026 $ 15,862  $ 137,206  $ 153,068 
2027 14,564  125,231  139,795 
2028 12,950  114,466  127,416 
2029 12,466  104,714  117,180 
2030 11,818  98,106  109,924 
Thereafter (1,146) 745,055  743,909 
Total $ 66,514  $ 1,324,778  $ 1,391,292 

W. P. Carey 2025 10-K – 83

Notes to Consolidated Financial Statements
Note 8. Equity Method Investments

Interests in Unconsolidated Real Estate Investments and CESH

We own interests in certain unconsolidated real estate investments with third parties and in CESH. We account for our interests in these investments under the equity method of accounting (i.e., at cost, increased or decreased by our share of earnings or losses, less distributions, plus contributions and other adjustments required by equity method accounting, such as basis differences) or at fair value by electing the equity method fair value option available under GAAP.

We classify distributions received from equity method investments using the cumulative earnings approach. In general, distributions received are considered returns on the investment and classified as cash inflows from operating activities. If, however, the investor’s cumulative distributions received, less distributions received in prior periods determined to be returns of investment, exceeds cumulative equity in earnings recognized, the excess is considered a return of investment and is classified as cash inflows from investing activities.

We own equity interests in properties that are generally leased to companies through noncontrolling interests in partnerships and limited liability companies that we do not control but over which we exercise significant influence. The underlying investments are jointly owned with third parties. We account for these investments under the equity method of accounting. We account for our interest in CESH under the equity method because, as its advisor, we do not exert control over, but we do have the ability to exercise significant influence over, CESH.

The following table sets forth our ownership interests in our equity method investments and their respective carrying values (dollars in thousands):
Carrying Value at December 31,
Lessee/Fund/Description Ownership Interest 2025 2024
Las Vegas Retail Complex (a) (b)
 47.50% $ 250,567  $ 248,972 
Kesko Senukai (c)
 70.00% 34,732  26,773 
Harmon Retail Corner (b)
 15.00% 23,641  24,169 
CESH (d)
 2.43% 1,238  1,201 
$ 310,178  $ 301,115 
__________
(a)See “Las Vegas Retail Complex” below for discussion of this equity method investment.
(b)This investment is reported using the hypothetical liquidation at book value model, which may be different than pro rata ownership percentages, primarily due to the capital structure of the partnership agreement.
(c)The carrying value of this investment is affected by fluctuations in the exchange rate of the euro.
(d)We have elected to account for our investment in CESH at fair value by selecting the equity method fair value option available under GAAP.

We received aggregate distributions of $21.3 million, $22.1 million, and $29.1 million from our unconsolidated real estate investments for the years ended December 31, 2025, 2024, and 2023, respectively. At December 31, 2025 and 2024, the aggregate unamortized basis differences on our unconsolidated real estate investments were $15.1 million and $16.5 million, respectively. We received a distribution from CESH of $1.2 million during the year ended December 31, 2023. We did not receive a distribution from CESH during the years ended December 31, 2025 and 2024.

Las Vegas Retail Complex

On June 10, 2021, we entered into an agreement to fund a construction loan of approximately $261.9 million (as of December 31, 2025) for a retail complex in Las Vegas, Nevada. The loan maturity date is June 30, 2026 and the borrower retains additional one-year extension options. Through December 31, 2025, we funded $250.9 million, including $3.2 million during the year ended December 31, 2025. During the year ended December 31, 2025, $5.0 million of this construction loan was repaid to us (which is included in the aggregate distributions from our unconsolidated real estate investments described above). The outstanding principal on this loan was $245.9 million as of December 31, 2025.

W. P. Carey 2025 10-K – 84

Notes to Consolidated Financial Statements
On February 27, 2025, we exercised our option to purchase a 47.50% ownership interest in the partnership that owns the Las Vegas Retail Complex for $5.0 million. Effective as of that date, we began recognizing our proportionate share of revenues and expenses from this jointly owned investment.

Equity income from this investment (including interest income from the construction loan and our proportionate share of earnings from the 47.50% equity interest) was $13.3 million, $13.2 million, and $12.8 million for the years ended December 31, 2025, 2024, and 2023, respectively, which was recognized within Earnings from equity method investments in our consolidated statements of income.

Johnson Self Storage

On September 1, 2024, we acquired the remaining 10% controlling interest in the Johnson Self Storage jointly owned investment for $10.5 million, bringing our ownership interest to 100%. This investment comprised nine self-storage operating properties. Following this acquisition, we consolidate the investment. Due to this change in control, we recorded a gain on change in control of interests of approximately $31.8 million during the third quarter of 2024, which was the difference between our carrying value and the fair value of our previously held equity interest on September 1, 2024 of approximately $62.9 million and approximately $94.7 million, respectively.

In addition, on September 1, 2024, we entered into net lease agreements for these nine self-storage properties previously classified as operating properties. As a result, in September 2024, we reclassified these nine self-storage properties from Equity method investments and recorded the following amounts: (i) $84.4 million to Land, buildings and improvements — net lease and other, and (ii) $20.6 million to In-place lease intangible assets and other. Effective as of that date, we began recognizing Lease revenues from these properties.

Note 9. Fair Value Measurements
 
The fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities, and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments including interest rate caps, interest rate swaps, and foreign currency collars; and Level 3, for securities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring us to develop our own assumptions.

Items Measured at Fair Value on a Recurring Basis

The methods and assumptions described below were used to estimate the fair value of each class of financial instrument. For significant Level 3 items, we have also provided the unobservable inputs.

Derivative Assets and Liabilities — Our derivative assets and liabilities, which are included in Other assets, net and Accounts payable, accrued expenses and other liabilities, respectively, in the consolidated financial statements, are comprised of foreign currency collars, interest rate swaps, and interest rate caps (Note 10).

The valuation of our derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves, spot and forward rates, and implied volatilities. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative instruments for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. These derivative instruments were classified as Level 2 as these instruments are custom, over-the-counter contracts with various bank counterparties that are not traded in an active market.

W. P. Carey 2025 10-K – 85

Notes to Consolidated Financial Statements
Equity Method Investment in CESH — We have elected to account for our investment in CESH, which is included in Equity method investments in the consolidated financial statements, at fair value by selecting the equity method fair value option available under GAAP (Note 8). We classified this investment as Level 3 because we primarily used valuation models that incorporate unobservable inputs to determine its fair value.

Investment in Shares of Lineage — Refer to Note 2 for information about the accounting treatment of our investment in 5,546,547 shares of Lineage, which is classified as Level 2 as of December 31, 2025. During the years ended December 31, 2025 and 2024, we recognized non-cash unrealized losses on our investment in shares of Lineage totaling $103.4 million and $134.0 million, respectively, due to a lower closing share price, which was recorded within Other gains and (losses) in the consolidated financial statements. We did not recognize such gains (losses) during the year ended December 31, 2023. In addition, during the years ended December 31, 2025 and 2024, we recognized dividends of $11.3 million and $7.9 million, respectively, from our investment in shares of Lineage, which was recorded within Non-operating income in the consolidated financial statements. We did not recognize such dividends during the year ended December 31, 2023. The fair value of this investment was $167.5 million and $270.9 million at December 31, 2025 and 2024, respectively, which is reflected in Other assets, net in the consolidated financial statements.

Other than the transfer of our investment in shares of Lineage from Level 3 to Level 2 noted above, we did not have any transfers into or out of Level 1, Level 2, and Level 3 category of measurements during either the years ended December 31, 2025 or 2024. Gains and losses (realized and unrealized) recognized on items measured at fair value on a recurring basis included in earnings are reported within Other gains and (losses) on our consolidated financial statements.

Our other material financial instruments had the following carrying values and fair values as of the dates shown (dollars in thousands):
December 31, 2025 December 31, 2024
Level Carrying Value Fair Value Carrying Value Fair Value
Senior Unsecured Notes, net (a) (b) (c)
2 and 3
 $ 6,950,261  $ 6,788,238  $ 6,505,907  $ 6,232,889 
Non-recourse mortgages, net (a) (b) (d)
 3 140,646  141,311  401,821  400,508 
__________
(a)The carrying value of Senior Unsecured Notes, net (Note 11) includes unamortized deferred financing costs of $29.3 million and $30.2 million at December 31, 2025 and 2024, respectively. The carrying value of Non-recourse mortgages, net includes unamortized deferred financing costs of $0.4 million and $0.5 million at December 31, 2025 and 2024, respectively.
(b)The carrying value of Senior Unsecured Notes, net includes unamortized discount of $29.8 million and $29.9 million at December 31, 2025 and 2024, respectively. The carrying value of Non-recourse mortgages, net includes unamortized discount of $2.4 million and $4.4 million at December 31, 2025 and 2024, respectively.
(c)For those Senior Unsecured Notes for which there are no observable market prices (specifically, our private placement Senior Unsecured Notes (Note 11)), we used a discounted cash flow model that estimates the present value of future loan payments by discounting such payments at current estimated market interest rates. We consider these notes to be within the Level 3 category. For all other Senior Unsecured Notes, we determined the estimated fair value using observed market prices in an open market, which may experience limited trading volume. We consider these notes to be within the Level 2 category.
(d)We determined the estimated fair value of our non-recourse mortgage loans using a discounted cash flow model that estimates the present value of the future loan payments by discounting such payments at current estimated market interest rates. The estimated market interest rates consider interest rate risk and the value of the underlying collateral, which includes quality of the collateral, the credit quality of the tenant/obligor, and the time until maturity.

We estimated that our other financial assets and liabilities, including amounts outstanding under our Senior Unsecured Credit Facility and Unsecured Term Loan due 2029 (Note 11), but excluding finance receivables (Note 6), had fair values that approximated their carrying values at both December 31, 2025 and 2024.

Items Measured at Fair Value on a Non-Recurring Basis (Including Impairment Charges)

We periodically assess whether there are any indicators that the value of our real estate investments may be impaired or that their carrying value may not be recoverable, including investments impacted by the Spin-Off and Office Sale Program (Note 1). Our impairment policies are described in Note 2.
 
W. P. Carey 2025 10-K – 86

Notes to Consolidated Financial Statements
The following table presents information about assets for which we recorded an impairment charge and that were measured at fair value on a non-recurring basis (in thousands):
Years Ended December 31,
  2025 2024 2023
  Fair Value
Measurements		 Impairment
Charges		 Fair Value
Measurements		 Impairment
Charges		 Fair Value
Measurements		 Impairment
Charges
Impairment Charges
Real estate $ 108,930  $ 70,367  $ 110,485  $ 43,595  $ 1,182,551  $ 86,411 
$ 70,367  $ 43,595  $ 86,411 

Impairment charges, and their related triggering events and fair value measurements, recognized during 2025, 2024, and 2023 were as follows:

Real Estate

The impairment charges described below are reflected within Impairment charges — real estate in our consolidated statements of income.

2025 — During the year ended December 31, 2025, we recognized impairment charges totaling $70.4 million on 15 properties, respectively, in order to reduce their carrying values to their estimated fair values, which approximated their estimated selling prices. Seven of these properties were self-storage operating properties, all of which were sold during 2025. Three more of these properties were sold in 2025.

2024 — During the year ended December 31, 2024, we recognized impairment charges totaling $23.0 million on four properties in order to reduce their carrying values to their estimated fair values, which approximated their estimated selling prices. Two of these properties were sold in 2024 and two were sold in 2025.

In addition, during the year ended December 31, 2024, we recognized impairment charges totaling $20.6 million on two properties leased to the same tenant due to changes in expected cash flows related to a tenant bankruptcy, in order to reduce their carrying values to their estimated fair values. The fair value measurements for these properties were determined by using the following unobservable inputs:

•Comparable vacant sale prices ranging from $35 per square foot to $36 per square foot; and
•Six months of estimated net cash flows ranging from $0.5 million to $1.0 million.

These properties were sold in 2025.

2023 — During the year ended December 31, 2023, we recorded an impairment charge of $47.3 million related to the 59 properties that were contributed to NLOP in the Spin-Off (Note 3). The fair value measurements for certain of these properties were determined by estimating discounted cash flows using the following unobservable inputs:

•Market rents ranging from $6 per square foot to $65 per square foot;
•Cash flow discount rates ranging from 6.5% to 12.0%; and
•Terminal capitalization rates ranging from 5.5% to 12.0%.

Additionally, the fair value measurements for certain of these properties approximated their estimated selling prices.

The fair value measurements for the non-recourse mortgages encumbering certain of the properties that were contributed to NLOP were determined using a discounted cash flow model that estimates the present value of the future loan payments by discounting such payments at current estimated market interest rates. The estimated market interest rates consider interest rate risk and the value of the underlying collateral, which includes quality of the collateral, the credit quality of the tenant/obligor, and the time until maturity.

In addition, during the year ended December 31, 2023, we recognized impairment charges totaling $39.1 million on three office properties in order to reduce their carrying values to their estimated fair values, which approximated their estimated selling prices. We sold all of these properties during 2023 and 2024.

W. P. Carey 2025 10-K – 87

Notes to Consolidated Financial Statements
Note 10. Risk Management and Use of Derivative Financial Instruments

Risk Management

In the normal course of our ongoing business operations, we encounter economic risk. There are four main components of economic risk that impact us: interest rate risk, credit risk, market risk, and foreign currency risk. We are primarily subject to interest rate risk on our interest-bearing liabilities, including our Senior Unsecured Credit Facility (Note 11) and unhedged variable-rate non-recourse mortgage loans. Credit risk is the risk of default on our operations and our tenants’ inability or unwillingness to make contractually required payments. Market risk includes changes in the value of our properties and related loans, Senior Unsecured Notes, and other securities, due to changes in interest rates or other market factors. We own investments in North America, Europe, and Japan and are subject to risks associated with fluctuating foreign currency exchange rates.

Derivative Financial Instruments

When we use derivative instruments, it is generally to reduce our exposure to fluctuations in interest rates and foreign currency exchange rate movements. We have not entered into, and do not plan to enter into, financial instruments for trading or speculative purposes. In addition to entering into derivative instruments on our own behalf, we may also be a party to derivative instruments that are embedded in other contracts, and we may be granted common stock warrants by lessees when structuring lease transactions, which are considered to be derivative instruments. The primary risks related to our use of derivative instruments include a counterparty to a hedging arrangement defaulting on its obligation and a downgrade in the credit quality of a counterparty to such an extent that our ability to sell or assign our side of the hedging transaction is impaired. While we seek to mitigate these risks by entering into hedging arrangements with large financial institutions that we deem to be creditworthy, it is possible that our hedging transactions, which are intended to limit losses, could adversely affect our earnings. Furthermore, if we terminate a hedging arrangement, we may be obligated to pay certain costs, such as transaction or breakage fees. We have established policies and procedures for risk assessment and the approval, reporting, and monitoring of derivative financial instrument activities.

We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For derivatives designated and that qualify as cash flow hedges, the change in fair value of the derivative is recognized in Other comprehensive income (loss) until the hedged item is recognized in earnings. Gains and losses on the cash flow hedges representing hedge components excluded from the assessment of effectiveness are recognized in earnings over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election. Such gains and losses are recorded within Other gains and (losses) or Interest expense in our consolidated statements of income. The earnings recognition of excluded components is presented in the same line item as the hedged transactions. For derivatives designated and that qualify as a net investment hedge, the change in the fair value and/or the net settlement of the derivative is reported in Other comprehensive income (loss) as part of the cumulative foreign currency translation adjustment. Amounts are reclassified out of Other comprehensive income (loss) into earnings (within Gain on sale of real estate, net, in our consolidated statements of income) when the hedged net investment is either sold or substantially liquidated.

All derivative transactions with an individual counterparty are governed by a master International Swap and Derivatives Association agreement, which can be considered as a master netting arrangement; however, we report all our derivative instruments on a gross basis on our consolidated financial statements. At both December 31, 2025 and 2024, no cash collateral had been posted nor received for any of our derivative positions.

W. P. Carey 2025 10-K – 88

Notes to Consolidated Financial Statements
The following table sets forth certain information regarding our derivative instruments (in thousands):
Derivatives Designated as Hedging Instruments
 Balance Sheet Location Asset Derivatives Fair Value at Liability Derivatives Fair Value at
December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
Foreign currency collars
Other assets, net
 $ 1,468  $ 21,556  $ —  $ — 
Interest rate swaps
Other assets, net
 244  250  —  — 
Foreign currency collars Accounts payable, accrued expenses and other liabilities —  —  (13,021) (50)
Interest rate swaps
Accounts payable, accrued expenses and other liabilities
 —  —  (4,024) (848)
1,712  21,806  (17,045) (898)
Derivatives Not Designated as Hedging Instruments
Foreign currency collars Other assets, net 133  1,696  —  — 
Foreign currency collars
Accounts payable, accrued expenses and other liabilities
 —  —  (1,390) — 
133  1,696  (1,390) — 
Total derivatives $ 1,845  $ 23,502  $ (18,435) $ (898)

The following tables present the impact of our derivative instruments in the consolidated financial statements (in thousands):
Amount of Gain (Loss) Recognized on Derivatives in
Other Comprehensive Income (Loss) (a)
Years Ended December 31,
Derivatives in Cash Flow Hedging Relationships  2025 2024 2023
Foreign currency collars $ (33,060) $ 11,432  $ (21,112)
Interest rate swaps (2,996) 154  (3,270)
Interest rate caps —  —  (9)
Total $ (36,056) $ 11,586  $ (24,391)
Amount of Gain (Loss) on Derivatives Reclassified from
Other Comprehensive Income (Loss)
Derivatives in Cash Flow Hedging Relationships
Location of Gain (Loss) Recognized in Income
 Years Ended December 31,
2025 2024 2023
Foreign currency collars Non-operating income $ 4,352  $ 8,695  $ 14,874 
Interest rate swaps and caps Interest expense 453  1,582  1,956 
Total $ 4,805  $ 10,277  $ 16,830 
__________
(a)Excludes net gains of $0.3 million, net losses of $1.0 million, and net losses of $2.0 million recognized on unconsolidated jointly owned investments for the years ended December 31, 2025, 2024, and 2023, respectively.

Amounts reported in Other comprehensive income (loss) related to interest rate derivative contracts will be reclassified to Interest expense as interest is incurred on our variable-rate debt. Amounts reported in Other comprehensive income (loss) related to foreign currency derivative contracts will be reclassified to Non-operating income when the hedged foreign currency contracts are settled. As of December 31, 2025, we estimate that an additional $2.2 million and $3.5 million of losses will be reclassified as Interest expense and Non-operating income, respectively, during the next 12 months.
W. P. Carey 2025 10-K – 89

Notes to Consolidated Financial Statements
Amount of Gain (Loss) on Derivatives Recognized in Income
Derivatives in Cash Flow Hedging Relationships
Location of Gain (Loss) Recognized in Income
 Years Ended December 31,
2025 2024 2023
Foreign currency collars Non-operating income $ (5,039) $ 3,826  $ (389)
Interest rate swaps
Interest expense
 (534) (1,691) (2,076)
Derivatives Not in Cash Flow Hedging Relationships
Foreign currency collars
Other gains and (losses)
 (2,953) 1,913  32 
Stock warrants
Other gains and (losses)
 —  —  (3,950)
Total $ (8,526) $ 4,048  $ (6,383)

See below for information on our purposes for entering into derivative instruments.

Interest Rate Swaps and Caps

We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we generally seek long-term debt financing on a fixed-rate basis. However, from time to time, we have obtained, and may in the future obtain, variable-rate (i) non-recourse mortgage loans and (ii) unsecured term loans (Note 11), and, as a result, we have entered into, and may continue to enter into, interest rate swap agreements or interest rate cap agreements with counterparties. Interest rate swaps, which effectively convert the variable-rate debt service obligations of a loan to a fixed rate, are agreements in which one party exchanges a stream of interest payments for a counterparty’s stream of cash flow over a specific period. The notional, or face, amount on which the swaps are based is not exchanged. Interest rate caps limit the effective borrowing rate of variable-rate debt obligations while allowing participants to share in downward shifts in interest rates. Our objective in using these derivatives is to limit our exposure to interest rate movements.

The interest rate swaps that our consolidated subsidiaries had outstanding at December 31, 2025 are summarized as follows (currency in thousands):
Interest Rate Derivatives  Number of Instruments Notional
Amount
Fair Value at
December 31, 2025 (a)
Designated as Cash Flow Hedging Instruments
Interest rate swaps 2 270,000  GBP $ (3,404)
Interest rate swaps 4 529,640  EUR (381)
Interest rate swap 1 11,290  USD 5 
$ (3,780)
__________ 
(a)Fair value amounts are based on the exchange rate of the euro at December 31, 2025, as applicable.

Foreign Currency Collars

We are exposed to foreign currency exchange rate movements, primarily in the euro and, to a lesser extent, the British pound sterling and certain other currencies. In order to hedge certain of our foreign currency cash flow exposures, we enter into foreign currency collars. A foreign currency collar consists of a written call option and a purchased put option to sell the foreign currency at a range of predetermined exchange rates. A foreign currency collar guarantees that the exchange rate of the currency will not fluctuate beyond the range of the options’ strike prices. Our foreign currency collars have maturities of 59 months or less.

W. P. Carey 2025 10-K – 90

Notes to Consolidated Financial Statements
The following table presents the foreign currency collars that we had outstanding at December 31, 2025 (currency in thousands):
Foreign Currency Derivatives  Number of Instruments Notional
Amount
Fair Value at
December 31, 2025
Designated as Cash Flow Hedging Instruments
Foreign currency collars 38 252,000  EUR $ (11,581)
Foreign currency collars 17 20,000  GBP 27 
Not Designated as Cash Flow Hedging Instruments
Foreign currency collars 8 68,000  EUR (1,256)
$ (12,810)

Credit Risk-Related Contingent Features

We measure our credit exposure on a counterparty basis as the net positive aggregate estimated fair value of our derivatives, net of any collateral received. No collateral was received as of December 31, 2025. At December 31, 2025, both our total credit exposure and the maximum exposure to any single counterparty was $0.1 million.

Some of the agreements we have with our derivative counterparties contain cross-default provisions that could trigger a declaration of default on our derivative obligations if we default, or are capable of being declared in default, on certain of our indebtedness. At December 31, 2025, we had not been declared in default on any of our derivative obligations. The estimated fair value of our derivatives in a net liability position was $18.5 million and $0.9 million at December 31, 2025 and 2024, respectively, which included accrued interest and any nonperformance risk adjustments. If we had breached any of these provisions at December 31, 2025 or 2024, we could have been required to settle our obligations under these agreements at their aggregate termination value of $18.6 million and $0.9 million, respectively.

Net Investment Hedges

Certain borrowings under our Senior Unsecured Notes, Unsecured Revolving Credit Facility, and Unsecured Term Loans (all as defined in Note 11) denominated in euro, British pounds sterling, or Japanese yen are designated as, and are effective as, economic hedges of our net investments in foreign entities.

Exchange rate variations impact our financial results because the financial results of our foreign subsidiaries are translated to U.S. dollars each period, with the effect of exchange rate variations being recorded in Other comprehensive income (loss) as part of the cumulative foreign currency translation adjustment. As a result, changes in the value of our designated borrowings under our euro-denominated senior notes and changes in the value of our euro, British pound sterling, Japanese yen, and Canadian dollar borrowings under our Senior Unsecured Credit Facility, related to changes in the spot rates, will be reported in the same manner as foreign currency translation adjustments, which are recorded in Other comprehensive income (loss) as part of the cumulative foreign currency translation adjustment. Such (losses) gains related to non-derivative net investment hedges were $(491.8) million, $239.7 million, and $(121.8) million for the years ended December 31, 2025, 2024, and 2023, respectively.

Note 11. Debt

Term Loan Agreement

On March 31, 2025, we refinanced our €500.0 million term loan (our “Unsecured Term Loan due 2029”), extending the maturity date by three years to April 24, 2029, with an option to extend the term loan by up to an additional year, subject to certain customary conditions. Pursuant to the credit agreement, the Unsecured Term Loan due 2029 borrowing rate at December 31, 2025 was 80 basis points over EURIBOR (as defined below). In conjunction with the refinancing of the Unsecured Term Loan due 2029, we executed variable-to-fixed interest rate swaps that fix the floating rate component of the per annum interest rate at 2.00% through the end of 2027, for a total annual interest rate of approximately 2.80% as of December 31, 2025 (inclusive of the current spread). The Unsecured Term Loan due 2029 is incorporated into the Senior Unsecured Credit Facility, which is described below.

W. P. Carey 2025 10-K – 91

Notes to Consolidated Financial Statements
Senior Unsecured Credit Facility

As of both December 31, 2025 and 2024, we had a multi-currency senior unsecured credit facility, comprised of (i) a $2.0 billion unsecured revolving credit facility maturing on February 14, 2029 (our “Unsecured Revolving Credit Facility”), (ii) a £270.0 million term loan maturing on February 14, 2028 (our “GBP Term Loan due 2028”), and (iii) a €215.0 million term loan maturing on February 14, 2028 (our “EUR Term Loan due 2028”). We have an option to extend each of these term loans by up to an additional year, subject to certain customary conditions. The GBP Term Loan due 2028 borrowing rate at December 31, 2025 was 80 basis points over SONIA (as defined below). On March 31, 2025, we executed variable-to-fixed interest rate swaps that fix the floating rate component of the per annum interest rate on our GBP Term Loan due 2028 at 3.92% through the end of 2027, for a total per annum interest rate of approximately 4.72% as of December 31, 2025 (inclusive of the current spread). We refer to these term loans collectively as the “Unsecured Term Loans due 2028.” We refer to our Unsecured Term Loan due 2029 and Unsecured Term Loans due 2028 collectively as our “Unsecured Term Loans.” We refer to our Unsecured Revolving Credit Facility and our Unsecured Term Loans collectively as our “Senior Unsecured Credit Facility.”

As of December 31, 2025, the aggregate principal amount (of revolving and term loans) available under the Senior Unsecured Credit Facility was able to be increased up to an amount not to exceed the U.S. dollar equivalent of $4.35 billion, subject to the conditions to increase set forth in our credit agreement.

At December 31, 2025, our Unsecured Revolving Credit Facility had available capacity of approximately $1.6 billion (net of amounts reserved for standby letters of credit totaling $1.1 million). We currently incur an annual facility fee of 0.140% of the total commitment on our Unsecured Revolving Credit Facility based on (i) our credit ratings of BBB+ and Baa1 and (ii) the achievement of certain sustainability key performance indicators (“KPIs”) agreed to under the credit agreement, which is included within Interest expense in our consolidated statements of income.

The following table presents a summary of our Senior Unsecured Credit Facility (dollars in thousands):
Senior Unsecured Credit Facility
Interest Rate at December 31, 2025 (a)
Maturity Date at December 31, 2025
 Principal Outstanding Balance at
December 31,
2025 2024
Unsecured Term Loans: (b)
Unsecured Term Loan due 2029 — borrowing in euros (c)
2.80%
 4/24/2029 $ 587,500  $ 519,450 
GBP Term Loan due 2028 — borrowing in British pounds sterling (d)
4.72%
 2/14/2028 363,569  338,290 
EUR Term Loan due 2028 — borrowing in euros
EURIBOR + 0.80%
 2/14/2028 252,625  223,363 
1,203,694  1,081,103 
Unsecured Revolving Credit Facility:
Borrowing in U.S. dollars (e)
SOFR + 0.735%
 2/14/2029 258,000  — 
Borrowing in euros (c)
EURIBOR + 0.735%
 2/14/2029 66,975  — 
Borrowing in Canadian dollars (f)
CORRA + 0.735%
 2/14/2029 53,316  — 
Borrowing in British pounds sterling
SONIA + 0.735%
 2/14/2029 41,743  40,094 
Borrowing in Japanese yen (g)
TIBOR + 0.735%
 2/14/2029 15,383  15,354 
435,417  55,448 
$ 1,639,111  $ 1,136,551 
__________
(a)The applicable interest rate at December 31, 2025 was based on the credit ratings for our Senior Unsecured Notes of BBB+/Baa1, our Leverage Ratio, and the achievement of certain sustainability KPIs.
(b)Balances exclude unamortized discount of $6.9 million and $5.0 million at December 31, 2025 and 2024, respectively, and unamortized deferred financing costs of $0.4 million and $0.2 million at December 31, 2025 and 2024, respectively.
(c)Interest rate is subject to variable-to-fixed interest rate swaps that fix the floating rate component of the per annum interest rate at 2.00% through December 31, 2027. Upon maturity of the interest rate swaps, the Unsecured Term Loan due 2029 will be subject to a variable interest rate based on the Euro Interbank Offered Rate (EURIBOR).
W. P. Carey 2025 10-K – 92

Notes to Consolidated Financial Statements
(d)Interest rate is subject to variable-to-fixed interest rate swaps that fix the floating rate component of the per annum interest rate at 3.92% through December 31, 2027. Upon maturity of the interest rate swaps, the GBP Term Loan due 2028 will be subject to a variable interest rate based on the Sterling Overnight Index Average (SONIA).
(e)SOFR means Secured Overnight Financing Rate.
(f)CORRA means Canadian Overnight Repo Rate Average.
(g)TIBOR means Tokyo Interbank Offered Rate.

Senior Unsecured Notes

As set forth in the table below, we have euro and U.S. dollar-denominated senior unsecured notes outstanding with an aggregate principal balance outstanding of $7.0 billion at December 31, 2025 (the “Senior Unsecured Notes”).

On July 10, 2025, we completed an underwritten public offering of $400.0 million of 4.650% Senior Notes due 2030, at a price of 99.088% of par value. These 4.650% Senior Notes due 2030 have a five-year term and are scheduled to mature on July 15, 2030.

Interest on the Senior Unsecured Notes is payable annually or semi-annually in arrears. The Senior Unsecured Notes can be redeemed at par within three months of their respective maturities, or we can call the notes at any time for the principal, accrued interest, and a make-whole amount based upon the applicable government bond yield plus 15 to 35 basis points (except for our 3.410% Senior Notes due 2029 and 3.700% Senior Notes due 2032, which are subject to different repayment provisions). The following table presents a summary of our Senior Unsecured Notes outstanding at December 31, 2025 (currency in thousands):
Principal Amount Coupon Rate Maturity Date Principal Outstanding Balance at December 31,
Senior Unsecured Notes, net Issue Date 2025 2024
4.000% Senior Notes due 2025 (a)
 1/26/2015 $ 450,000  4.000  % 2/1/2025 $ —  $ 450,000 
2.250% Senior Notes due 2026
 10/9/2018 € 500,000  2.250  % 4/9/2026 587,500  519,450 
4.250% Senior Notes due 2026
 9/12/2016 $ 350,000  4.250  % 10/1/2026 350,000  350,000 
2.125% Senior Notes due 2027
 3/6/2018 € 500,000  2.125  % 4/15/2027 587,500  519,450 
1.350% Senior Notes due 2028
 9/19/2019 € 500,000  1.350  % 4/15/2028 587,500  519,450 
3.850% Senior Notes due 2029
 6/14/2019 $ 325,000  3.850  % 7/15/2029 325,000  325,000 
3.410% Senior Notes due 2029
 9/28/2022 € 150,000  3.410  % 9/28/2029 176,250  155,835 
0.950% Senior Notes due 2030
 3/8/2021 € 525,000  0.950  % 6/1/2030 616,875  545,422 
4.650% Senior Notes due 2030
 7/10/2025 $ 400,000  4.650  % 7/15/2030 400,000  — 
2.400% Senior Notes due 2031
 10/14/2020 $ 500,000  2.400  % 2/1/2031 500,000  500,000 
2.450% Senior Notes due 2032
 10/15/2021 $ 350,000  2.450  % 2/1/2032 350,000  350,000 
4.250% Senior Notes due 2032
 5/16/2024 € 650,000  4.250  % 7/23/2032 763,750  675,285 
3.700% Senior Notes due 2032
 9/28/2022 € 200,000  3.700  % 9/28/2032 235,000  207,780 
2.250% Senior Notes due 2033
 2/25/2021 $ 425,000  2.250  % 4/1/2033 425,000  425,000 
5.375% Senior Notes due 2034
 6/28/2024 $ 400,000  5.375  % 6/30/2034 400,000  400,000 
3.700% Senior Notes due 2034
 11/19/2024 € 600,000  3.700  % 11/19/2034 705,000  623,340 
Total principal outstanding $ 7,009,375  $ 6,566,012 
Unamortized discount (29,819) (29,934)
Unamortized deferred financing costs (29,295) (30,171)
Total $ 6,950,261  $ 6,505,907 
__________
(a)In February 2025, we repaid our $450 million of 4.000% Senior Notes due 2025 at maturity.

W. P. Carey 2025 10-K – 93

Notes to Consolidated Financial Statements
Covenants

The credit agreements for our Senior Unsecured Credit Facility, each of the Senior Unsecured Notes, and certain of our non-recourse mortgage loan agreements include customary financial maintenance covenants that require us to maintain certain ratios and benchmarks at the end of each quarter. The credit agreement for our Senior Unsecured Credit Facility also contains various customary affirmative and negative covenants applicable to us and our subsidiaries, subject to materiality and other qualifications, baskets, and exceptions as outlined in the credit agreement. We were in compliance with all of these covenants at December 31, 2025.

We may make unlimited Restricted Payments (as defined in the credit agreement for our Senior Unsecured Credit Facility), as long as no non-payment default or financial covenant default has occurred before, or would on a pro forma basis occur as a result of, the Restricted Payment. In addition, we may make Restricted Payments in an amount required to (i) maintain our REIT status and (ii) as a result of that status, not pay federal or state income or excise tax, as long as the loans under the Credit Agreement have not been accelerated and no bankruptcy or event of default has occurred.

Obligations under the Unsecured Revolving Credit Facility may be declared immediately due and payable upon the occurrence of certain events of default as defined in the credit agreement for our Senior Unsecured Credit Facility, including failure to pay any principal when due and payable, failure to pay interest within five business days after becoming due, failure to comply with any covenant, representation or condition of any loan document, any change of control, cross-defaults, and certain other events as set forth in the credit agreement, with grace periods in some cases.

Non-Recourse Mortgages

Non-recourse mortgages consist of mortgage notes payable, which are collateralized by the assignment of real estate properties. For a list of our encumbered properties, please see Schedule III — Real Estate and Accumulated Depreciation. At December 31, 2025, the weighted-average interest rate for our total non-recourse mortgage notes payable was 5.0% (all of which had fixed rates), with maturity dates ranging from January 2026 to February 2033. In January and February 2026, we repaid at maturity two non-recourse mortgage loans totaling approximately $22.4 million (Note 18).

During the year ended December 31, 2024, we assumed five non-recourse mortgage loans with an aggregate outstanding principal balance totaling $66.0 million in connection with the acquisitions of certain properties. These mortgage loans have a weighted-average fixed annual interest rate of 4.5% and maturity dates ranging from May 2027 to September 2029.

See Note 3 for a description of non-recourse mortgages derecognized in connection with the Spin-Off.

Repayments During 2025

During the year ended December 31, 2025, we repaid non-recourse mortgage loans at or close to maturity with an aggregate principal balance of approximately $265.1 million. The weighted-average interest rate for these non-recourse mortgage loans on their respective dates of repayment was 4.5%.

Repayments During 2024

During the year ended December 31, 2024, we (i) repaid non-recourse mortgage loans at or close to maturity with an aggregate principal balance of approximately $181.3 million and (ii) prepaid non-recourse mortgage loans totaling $33.8 million. We recognized an aggregate net loss on extinguishment of debt of $0.1 million on these repayments, which is included within Other gains and (losses) on our consolidated statements of income. The weighted-average interest rate for these non-recourse mortgage loans on their respective dates of repayment was 4.5%.

Interest Paid

For the years ended December 31, 2025, 2024, and 2023, interest paid was $267.5 million, $256.6 million, and $269.7 million, respectively.

W. P. Carey 2025 10-K – 94

Notes to Consolidated Financial Statements
Foreign Currency Exchange Rate Impact

During the year ended December 31, 2025, the U.S. dollar weakened against the euro and British pound sterling, resulting in an increase of $628.1 million in the aggregate carrying values of our Non-recourse mortgages, net, Senior Unsecured Credit Facility, and Senior Unsecured Notes, net from December 31, 2024 to December 31, 2025.

Scheduled Debt Principal Payments

Scheduled debt principal payments as of December 31, 2025 are as follows (in thousands):
Years Ending December 31,  Total
2026 $ 979,753 
2027 597,920 
2028 1,279,593 
2029 1,535,867 
2030 1,017,519 
Thereafter through 2034 3,381,294 
Total principal payments 8,791,946 
Unamortized discount, net (39,189)
Unamortized deferred financing costs (30,067)
Total $ 8,722,690 

Certain amounts are based on the applicable foreign currency exchange rate at December 31, 2025.

Note 12. Commitments and Contingencies

At December 31, 2025, we were not involved in any material litigation. Various claims and lawsuits arising in the normal course of business are pending against us. The results of these proceedings are not expected to have a material adverse effect on our consolidated financial position or results of operations. In addition, we capitalize our captive insurance company in accordance with applicable regulatory requirements (Note 4).

W. P. Carey 2025 10-K – 95

Notes to Consolidated Financial Statements
Note 13. Equity

Common Stock

Dividends paid to stockholders consist of ordinary income, capital gains, return of capital or a combination thereof for income tax purposes. Our dividends per share are summarized as follows:
  Dividends Paid
During the Years Ended December 31,
  2025 2024 2023
Ordinary income $ 3.3754  $ 3.0709  $ 3.8233 
Capital gains 0.2046  0.2363  0.3443 
Return of capital —  0.1628  0.8671 
Total dividends paid (a) (b)
 $ 3.5800  $ 3.4700  $ 5.0347 
__________
(a)A portion of dividends paid during 2026 (as described below) has been applied to 2025 for income tax purposes.
(b)Amount for the year ended December 31, 2023 includes a distribution of $0.7627 per share representing the taxable distribution of shares of NLOP that occurred in conjunction with the Spin-Off on November 1, 2023 (Note 3). The per share distribution rate is based on the exchange ratio of one share of NLOP distributed for every 15 shares of WPC held and the fair market value of NLOP shares distributed in the Spin-Off, which was determined to be $11.44 per NLOP share, using a three-day volume weighted average price.

During the fourth quarter of 2025, our Board declared a quarterly dividend of $0.920 per share, which was paid on January 15, 2026 to stockholders of record as of December 31, 2025.

Earnings Per Share

The following table summarizes basic and diluted earnings (dollars in thousands):
  Years Ended December 31,
  2025 2024 2023
Net income – basic and diluted $ 466,359  $ 460,839  $ 708,334 
Weighted-average shares outstanding – basic 220,501,239  220,168,325  215,369,777 
Effect of dilutive securities 611,104  352,132  390,719 
Weighted-average shares outstanding – diluted 221,112,343  220,520,457  215,760,496 
 
For the years ended December 31, 2025, 2024, and 2023, potentially dilutive securities excluded from the computation of diluted earnings per share were insignificant.

Acquisitions of Noncontrolling Interests

On May 30, 2023, we acquired the remaining 3% interest in an international jointly owned investment (which we already consolidated) from the noncontrolling interest holders for nominal consideration, bringing our ownership interest to 100%. No gain or loss was recognized on the transaction. We recorded an increase of approximately $1.2 million to Additional paid-in capital in our consolidated statements of equity for the year ended December 31, 2023 related to the difference between the consideration transferred and the carrying value of the noncontrolling interest related to this investment.

On July 18, 2023, we acquired the remaining 10% interest in a domestic jointly owned investment (which we already consolidated) from the noncontrolling interest holders for $2.4 million, bringing our ownership interest to 100%. No gain or loss was recognized on the transaction. We recorded an increase of approximately $2.5 million to Additional paid-in capital in our consolidated statements of equity for the year ended December 31, 2023 related to the difference between the consideration transferred and the carrying value of the noncontrolling interest related to this investment.

W. P. Carey 2025 10-K – 96

Notes to Consolidated Financial Statements
ATM Program and Forward Equity

On May 1, 2025, we established a continuous “at-the-market” offering program (“ATM Program”) with a syndicate of banks, pursuant to which shares of our common stock having an aggregate gross sales price of up to $1.25 billion may be sold (i) directly through or to the banks acting as sales agents or as principal for their own accounts or (ii) through or to participating banks or their affiliates acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement (our “ATM Forwards”). Effective as of that date, we terminated a prior ATM Program that was established on May 2, 2022, under which we were able to offer and sell shares of our common stock from time to time, up to an aggregate gross sales price of $1.0 billion, with a syndicate of banks.

We expect to settle the ATM Forwards in full on or prior to the maturity date of each ATM Forward via physical delivery of the outstanding shares of common stock in exchange for cash proceeds. However, subject to certain exceptions, we may also elect to cash settle or net share settle all or any portion of our obligations under any ATM Forwards. The forward sale price that we will receive upon physical settlement of the ATM Forwards will be (i) subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread (i.e., if the specified daily rate is less than the spread on any day, the interest rate factor will result in a daily reduction of the applicable forward sale price) and (ii) decreased based on amounts related to expected dividends on shares of our common stock during the term of the ATM Forwards.

We determined that our ATM Forwards meet the criteria for equity classification and are therefore exempt from derivative accounting. We recorded the ATM Forwards at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification.

Our ATM Forwards are presented below (gross offering proceeds at closing in thousands):
Shares Offered Average Gross Offering Price Average Gross Offering Proceeds at Closing
Outstanding Shares as of December 31, 2025
ATM Forwards (a)
 6,258,496 $ 67.53  $ 422,621  6,258,496
__________
(a)We sold shares under our ATM Forwards during the three months and year ended December 31, 2025. We did not settle any of the shares sold and therefore did not receive any proceeds from such sales.

W. P. Carey 2025 10-K – 97

Notes to Consolidated Financial Statements
Reclassifications Out of Accumulated Other Comprehensive Loss

The following tables present a reconciliation of changes in Accumulated other comprehensive loss by component for the periods presented (in thousands):
Gains and (Losses) on Derivative Instruments Foreign Currency Translation Adjustments Total
Balance at January 1, 2023
 $ 36,079  $ (319,859) $ (283,780)
Other comprehensive income before reclassifications (9,599) 19,758  10,159 
Other comprehensive income derecognized in connection with the Spin-Off (Note 3)
 —  35,664  35,664 
Amounts reclassified from accumulated other comprehensive loss to:
Non-operating income (14,874) —  (14,874)
Interest expense
 (1,956) —  (1,956)
Total (16,830) —  (16,830)
Net current period other comprehensive income (26,429) 55,422  28,993 
Net current period other comprehensive income attributable to noncontrolling interests —  (80) (80)
Balance at December 31, 2023 9,650  (264,517) (254,867)
Other comprehensive income before reclassifications 20,901  (6,281) 14,620 
Amounts reclassified from accumulated other comprehensive loss to:
Non-operating income (8,695) —  (8,695)
Interest expense (1,582) —  (1,582)
Total (10,277) —  (10,277)
Net current period other comprehensive income 10,624  (6,281) 4,343 
Net current period other comprehensive loss attributable to noncontrolling interests —  292  292 
Balance at December 31, 2024 20,274  (270,506) (250,232)
Other comprehensive loss before reclassifications (30,923) 25,089  (5,834)
Amounts reclassified from accumulated other comprehensive loss to:
Loss on sale of real estate, net (Note 16)
 —  7,854  7,854 
Non-operating income (4,352) —  (4,352)
Interest expense (453) —  (453)
Total (4,805) 7,854  3,049 
Net current period other comprehensive loss (35,728) 32,943  (2,785)
Net current period other comprehensive income attributable to noncontrolling interests —  (329) (329)
Balance at December 31, 2025 $ (15,454) $ (237,892) $ (253,346)

See Note 10 for additional information on our derivatives activity recognized within Other comprehensive income (loss) for the periods presented.

Note 14. Stock-Based and Other Compensation

Stock-Based Compensation

At December 31, 2025, we maintained the stock-based compensation plans described below. The total compensation expense (net of forfeitures) for awards issued under these plans was $39.9 million, $40.9 million, and $34.5 million for the years ended December 31, 2025, 2024, and 2023, respectively, which was included in Stock-based compensation expense in the consolidated financial statements.

W. P. Carey 2025 10-K – 98

Notes to Consolidated Financial Statements
Amended and Restated 2017 Share Incentive Plan

In June 2024, our stockholders approved the Amended and Restated 2017 Share Incentive Plan (the “Plan”), which authorizes the issuance of up to 4,000,000 additional shares of our common stock and makes certain other changes. The Plan is more fully described in the registration statement on Form S-8 filed on June 14, 2024. The Plan provides for the grant of various stock- and cash-based awards, including (i) RSUs, (ii) PSUs, (iii) RSAs, and (iv) dividend equivalent rights. At December 31, 2025, 4,521,900 shares remained available for issuance under the Plan.

Nonvested RSAs, RSUs, and PSUs at December 31, 2025 and changes during the years ended December 31, 2025, 2024, and 2023 were as follows:
RSA and RSU Awards PSU Awards
Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2023
 376,298  $ 74.78  531,781  $ 89.14 
Granted 260,193  82.43  150,989  144.54 
Vested (a)
 (173,883) 76.50  (218,147) 104.65 
Forfeited (3,581) 82.58  (3,487) 107.72 
Adjustment (b)
 (11,669) 80.75  65,277  113.99 
Nonvested at December 31, 2023
 447,358  77.69  526,413  105.92 
Granted 300,657  63.11  213,645  82.95 
Vested (a)
 (181,581) 74.99  (309,670) 86.19 
Forfeited (6,831) 72.38  (3,364) 101.11 
Adjustment (b)
 —  —  124,509  80.73 
Nonvested at December 31, 2024
 559,603  70.26  551,533  101.20 
Granted (c)
 306,628  57.67  227,702  74.78 
Vested (a)
 (238,872) 69.61  (239,291) 113.26 
Forfeited (11,451) 61.97  (5,810) 92.49 
Adjustment (b)
 —  —  159,686  71.19 
Nonvested at December 31, 2025 (d)
 615,908  $ 64.34  693,820  $ 88.40 
__________
(a)The grant date fair value of shares vested during the years ended December 31, 2025, 2024, and 2023 was $43.7 million, $40.3 million, and $36.1 million, respectively. Employees and non-employee directors have the option to take immediate delivery of the shares upon vesting or defer receipt to a future date pursuant to previously made deferral elections. At December 31, 2025 and 2024, we had an obligation to issue 1,335,743 and 1,391,456 shares, respectively, of our common stock underlying such deferred awards, which is recorded within Total stockholders’ equity as a Deferred compensation obligation of $80.2 million and $78.5 million, respectively.
(b)Vesting and payment of the PSUs is conditioned upon certain company and/or market performance goals being met during the relevant three-year performance period. The ultimate number of PSUs to be vested will depend on the extent to which the performance goals are met and can range from zero to three times the original awards. As a result, we recorded adjustments to reflect the number of shares expected to be issued when the PSUs vest.
(c)The grant date fair value of RSAs and RSUs reflect our stock price on the date of grant on a one-for-one basis. The grant date fair value of PSUs was determined utilizing a Monte Carlo simulation model to generate an estimate of our future stock price over the three-year performance period. To estimate the fair value of PSUs granted during the year ended December 31, 2025, we used a risk-free interest rate of 4.3%, an expected volatility rate of 21.5%, and assumed a dividend yield of zero.
(d)At December 31, 2025, total unrecognized compensation expense related to these awards was approximately $39.2 million, with an aggregate weighted-average remaining term of 1.7 years.

At the end of each reporting period, we evaluate the ultimate number of PSUs we expect to vest (based upon the extent to which we have met and expect to meet the performance goals) and where appropriate, revise our estimate and associated expense. We do not revise the associated expense on PSUs expected to vest based on market performance. Upon vesting, the RSUs and PSUs may be converted into shares of our common stock. Both the RSUs and PSUs carry dividend equivalent rights. Dividend equivalent rights on RSUs issued under a predecessor employee plan are paid in cash on a quarterly basis, whereas dividend
W. P. Carey 2025 10-K – 99

Notes to Consolidated Financial Statements
equivalent rights on RSUs issued under the Plan are accrued and paid in cash only when the underlying shares vest, which is generally on an annual basis. Dividend equivalents on PSUs accrue during the performance period and are converted into additional shares of common stock at the conclusion of the performance period to the extent the PSUs vest. Dividend equivalent rights are accounted for as a reduction to retained earnings to the extent that the awards are expected to vest.

In connection with the Spin-Off (Note 3), each RSU and PSU outstanding at November 1, 2023 received an equitable adjustment equal to the ratio of the five-day volume weighted average per-share price of our common stock prior to the Spin-Off divided by the five-day volume weighted average per-share of our common stock following the Spin-Off. Concurrently, our Board approved amending the performance vesting conditions assigned to the 2021 and 2022 PSU outstanding awards. The equitable adjustment and the amended performance vesting conditions were considered modifications in accordance with the provisions of ASC 718, Compensation-Stock Compensation. As a result, we compared the fair value of each award immediately prior to the modification to the fair value immediately after the modification to measure incremental compensation cost, if any. The modification resulted in minimal incremental fair value. The table above is inclusive of these adjustments.

Employee Share Purchase Plan

We sponsor an employee share purchase plan (“ESPP”) pursuant to which eligible employees may contribute up to 10% of compensation, subject to certain limits, to purchase our common stock semi-annually at a price equal to 90% of the fair market value at certain plan defined dates. Compensation expense under this plan for each of the years ended December 31, 2025, 2024, and 2023 was less than $0.1 million. Cash received from purchases under the ESPP during the years ended December 31, 2025, 2024, and 2023 was $0.2 million, $0.3 million, and $0.3 million, respectively.

Profit-Sharing Plan
 
We sponsor a qualified profit-sharing plan and trust that generally permits all employees, as defined by the plan, to make pre-tax contributions into the plan. We are under no obligation to contribute to the plan and the amount of any contribution is determined by and at the discretion of our Board. In December 2025, 2024, and 2023, our Board determined that the contribution to the plan for each of those respective years would be 10% of an eligible participant’s cash compensation, up to $30,000 for 2025, $33,000 for 2024, and $33,000 for 2023. For the years ended December 31, 2025, 2024, and 2023, amounts expensed for contributions to the trust were $2.7 million, $2.8 million, and $2.6 million, respectively, which were included in General and administrative expenses in the consolidated financial statements. The profit-sharing plan is a deferred compensation plan and is therefore considered to be outside the scope of current accounting guidance for stock-based compensation.

W. P. Carey 2025 10-K – 100

Notes to Consolidated Financial Statements
Note 15. Income Taxes

Income Tax Provision

The components of our provision for income taxes for the periods presented are as follows (in thousands):
Years Ended December 31,
2025 2024 2023
Federal
Current $ 588  $ (450) $ (291)
Deferred (11) (71) — 
577  (521) (291)
State and Local
Current 3,044  2,209  3,456 
3,044  2,209  3,456 
Foreign
Current 39,161  34,195  41,085 
Deferred (10,874) (4,174) (198)
28,287  30,021  40,887 
Total Provision for Income Taxes $ 31,908  $ 31,709  $ 44,052 

W. P. Carey 2025 10-K – 101

Notes to Consolidated Financial Statements
The composition of income before income taxes for the year ended December 31, 2025 is as follows (in thousands):

Income before Income Taxes Year Ended December 31, 2025
Domestic $ 285,029 
International 219,794 
Total $ 504,823 

A reconciliation of effective income tax for the periods presented is as follows (in thousands):
Year Ended December 31,
2025
Income before income taxes
 $ 504,823 
Federal provision at statutory tax rate $ 106,013  21.0  %
REIT income not subject to federal income taxes (88,760) (17.6) %
State and local taxes, net of federal benefit (a)
 3,038  0.6  %
Foreign Tax Effects:
The Netherlands:
Change in valuation allowance (6,524) (1.3) %
Other 278  0.1  %
United Kingdom 6,822  1.4  %
Other foreign jurisdictions 11,561  2.3  %
Changes in unrecognized tax benefits (1,421) (0.3) %
Change in valuation allowance 196  0.0  %
Other 705  0.1  %
Total Provision for Income Taxes $ 31,908  6.3  %
Years Ended December 31,
2024 2023
Income before income taxes attributable to taxable subsidiaries
 $ 63,669  $ 73,669 
Federal provision at statutory tax rate (21%)
 $ 13,370  $ 15,471 
Non-deductible expense 6,227  3,201 
Change in valuation allowance 3,215  9,970 
Rate differential 2,712  1,357 
State and local taxes, net of federal benefit 2,382  3,517 
Other 3,803  10,536 
Total Provision for Income Taxes $ 31,709  $ 44,052 
__________
(a)State taxes in California, North Carolina, Tennessee, and Texas made up the majority (greater than 50 percent) of the tax effect in this category.

W. P. Carey 2025 10-K – 102

Notes to Consolidated Financial Statements
Deferred Income Taxes

Deferred income taxes at December 31, 2025 and 2024 consist of the following (in thousands):
  December 31,
  2025 2024
Deferred Tax Assets    
Net operating loss and other tax credit carryforwards $ 42,685  $ 47,134 
Basis differences — foreign investments 34,486  24,991 
Other 741  953 
Total deferred tax assets 77,912  73,078 
Valuation allowance (44,761) (55,488)
Net deferred tax assets 33,151  17,590 
Deferred Tax Liabilities    
Basis differences — foreign investments (151,820) (147,462)
Total deferred tax liabilities (151,820) (147,462)
Net Deferred Tax Liability $ (118,669) $ (129,872)

Our deferred tax assets and liabilities are primarily the result of temporary differences related to the following:

•Basis differences between tax and GAAP for certain international real estate investments. For income tax purposes, in certain acquisitions, we assume the seller’s basis, or the carry-over basis, in the acquired assets. The carry-over basis is typically lower than the purchase price, or the GAAP basis, resulting in a deferred tax liability with an offsetting increase to goodwill or the acquired tangible or intangible assets;
•Timing differences generated by differences in the GAAP basis and the tax basis of assets such as those related to capitalized acquisition costs, straight-line rent, prepaid rents, and intangible assets, as well as unearned and deferred compensation; and
•Tax net operating losses in certain subsidiaries, including those domiciled in foreign jurisdictions, that may be realized in future periods if the respective subsidiary generates sufficient taxable income. Certain net operating losses and interest carryforwards were subject to limitations as a result of certain business combinations, and thus could not be applied to reduce future income tax liabilities.

As of December 31, 2025, U.S. federal and state net operating loss carryforwards were $20.4 million and $12.7 million, respectively, which will begin to expire in 2033. As of December 31, 2025, net operating loss carryforwards in foreign jurisdictions were $105.9 million, which will begin to expire in 2026.

The net deferred tax liability in the table above is comprised of deferred tax asset balances, net of certain deferred tax liabilities and valuation allowances, of $33.2 million and $17.6 million at December 31, 2025 and 2024, respectively, which are included in Other assets, net in the consolidated balance sheets, and other deferred tax liability balances of $151.8 million and $147.5 million at December 31, 2025 and 2024, respectively, which are included in Deferred income taxes in the consolidated balance sheets.

Our taxable subsidiaries recognize tax positions in the financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements.

W. P. Carey 2025 10-K – 103

Notes to Consolidated Financial Statements
The following table presents a reconciliation of the beginning and ending amount of unrecognized tax benefits (in thousands):
  Years Ended December 31,
  2025 2024
Beginning balance $ 2,909  $ 5,112 
Decrease based on tax positions related to the prior year (1,588) (1,379)
Addition based on tax positions related to the current year 1,543  77 
Decrease due to lapse in statute of limitations (742) (745)
Foreign currency translation adjustments 110  (156)
Ending balance $ 2,232  $ 2,909 

At December 31, 2025 and 2024, we had unrecognized tax benefits as presented in the table above. These unrecognized tax benefits are recorded as liabilities within Accounts payable, accrued expenses and other liabilities on our consolidated balance sheets. We recognize interest and penalties related to uncertain tax positions in income tax expense. At December 31, 2025 and 2024, we had approximately $0.3 million and $1.0 million, respectively, of accrued interest related to uncertain tax positions.

Income Taxes Paid

Income taxes paid during the year ended December 31, 2025 consist of the following (in thousands):
Year Ended December 31, 2025
Domestic:
 Federal $ (257)
 State and local 2,453 
 Foreign:
 The Netherlands 7,664 
 United Kingdom 6,642 
 Poland 4,561 
 Canada 3,559 
 France 2,954 
 Spain 2,193 
 Mexico 2,056 
 Other Foreign 8,270 
 Total Income Taxes Paid $ 40,095 

Income taxes paid were $36.3 million and $38.6 million during the years ended December 31, 2024, and 2023, respectively.

REIT Qualification

We elected to be taxed as a REIT under Section 856 through 860 of the Internal Revenue Code effective as of February 15, 2012. In order to maintain our qualification as a REIT, we are required, among other things, to distribute at least 90% of our REIT net taxable income to our stockholders and meet certain tests regarding the nature of our income and assets. As a REIT, we are not subject to federal income taxes on our income and gains that we distribute to our stockholders as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, as well as other factors. We believe that we have operated, and we intend to continue to operate, in a manner that allows us to continue to qualify as a REIT. We conduct business primarily in North America and Europe, and as a result, we or one or more of our subsidiaries file income tax returns in the United States federal jurisdiction and various state, local, and foreign jurisdictions.

Tax authorities in the relevant jurisdictions may select our tax returns for audit and propose adjustments before the expiration of the statute of limitations. Our tax returns filed for tax years 2020 through 2024 or any ongoing audits remain open to adjustment in the major tax jurisdictions.

W. P. Carey 2025 10-K – 104

Notes to Consolidated Financial Statements
Note 16. Property Dispositions

We implemented the Office Sale Program in September 2023, which was completed in 2024 (Note 1).

All property dispositions are also discussed in Note 5 and Note 6. These dispositions exclude properties contributed to NLOP in the Spin-Off (Note 3).

2025 — During the year ended December 31, 2025, we sold 128 properties for total proceeds, net of selling costs, of $1.5 billion, and recognized a net gain on these sales totaling $193.8 million (inclusive of (i) $6.0 million attributable to a noncontrolling interest and (ii) income taxes totaling $6.8 million recognized upon sale).

This disposition activity for the year ended December 31, 2025 includes the sale of 63 self-storage operating properties for total proceeds, net of selling costs, of $772.2 million, resulting in a net gain on these sales totaling $37.3 million. In addition, disposition activity for the year ended December 31, 2025 includes the sale of a student housing operating property for proceeds, net of selling costs, of $77.8 million, resulting in a net gain on sale of $9.3 million.

In connection with the sale of a property in Norway in December 2025, and in accordance with ASC 830-30-40, Foreign Currency Matters, we reclassified an aggregate of $7.9 million of net foreign currency translation losses from Accumulated other comprehensive loss to Gain on sale of real estate, net (as a decrease to Gain on sale of real estate, net), since the sale represented a disposal of all of our investments denominated in Norwegian krone (Note 2, Note 13).

2024 — During the year ended December 31, 2024, we sold 176 properties for total proceeds, net of selling costs, of $1.2 billion, and recognized a net gain on these sales totaling $68.4 million (inclusive of income taxes totaling $7.3 million recognized upon sale). One of the properties sold during 2024 was a hotel operating property.

This disposition activity for the year ended December 31, 2024 includes the sale of 78 properties under the Office Sale Program for total proceeds, net of selling costs, of $524.8 million, resulting in a net gain on these sales totaling $3.9 million.

2023 — During the year ended December 31, 2023, we sold 31 properties for total proceeds, net of selling costs, of $446.4 million, and recognized a net gain on these sales totaling $80.7 million (inclusive of income taxes totaling $1.6 million recognized upon sale). Eight of the properties sold during 2023 were hotel operating properties.

This disposition activity includes the sale of eight properties under the Office Sale Program for total proceeds, net of selling costs, of $216.9 million, resulting in a net gain on these sales totaling $3.6 million.

Note 17. Segment Information

Reportable Segment Information

The Company operates as one reportable segment. Our business is characterized as investing primarily in operationally-critical, single-tenant commercial real estate properties that are principally leased on a long-term basis. These economic characteristics are similar across various property types, geographic locations, and industries in which our tenants operate and therefore considered one operating segment. Our consolidated operating results, including net income, are regularly reviewed, in the aggregate, by our CODM to evaluate performance and allocate resources, which can be found on our consolidated financial statements (Note 1, Note 2).

Our revenues are largely derived from the long-term leases that we execute with tenants. These revenues are classified as either Lease revenues (Note 5) or Income from finance leases and loans receivable (Note 6) in accordance with ASC 842, Leases.

Our operating expenses are regularly reviewed by our CODM. All expenses are reviewed, but our CODM is regularly provided with the following significant expenses, which are included in our consolidated financial statements and require no additional disaggregation: General and administrative expenses, Property expenses, excluding reimbursable tenant costs, Interest expense, and Provision for income taxes.

W. P. Carey 2025 10-K – 105

Notes to Consolidated Financial Statements
Geographic Information

Our portfolio is comprised of domestic and international investments. At December 31, 2025, our international investments were comprised of investments in Austria, Belgium, Canada, Croatia, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Hungary, Italy, Japan, Latvia, Lithuania, Mauritius, Mexico, the Netherlands, Poland, Portugal, Slovakia, Spain, Sweden, and the United Kingdom. We sold all of our investments in Norway during 2025 (Note 16). No tenant or international country individually comprised at least 10% of our total lease revenues for the years ended December 31, 2025, 2024, or 2023, or at least 10% of our total long-lived assets at December 31, 2025 or 2024. The following tables present the geographic information (in thousands):
Years Ended December 31,
2025 2024 2023
Revenues
Domestic $ 1,092,612  $ 1,013,217  $ 1,154,863 
International 623,873  569,801  586,495 
Total $ 1,716,485  $ 1,583,018  $ 1,741,358 

  December 31,
  2025 2024
Long-lived Assets
Domestic $ 9,507,419  $ 9,273,858 
International 5,961,755  5,306,617 
Total $ 15,469,174  $ 14,580,475 
Equity Method Investments
Domestic $ 274,208  $ 273,141 
International 35,970  27,974 
Total $ 310,178  $ 301,115 

Note 18. Subsequent Events

Acquisitions and Completed Construction Projects

In January and February 2026, we completed five acquisitions totaling approximately $262.4 million. They are as follows:

•$2.2 million for a retail facility in Las Vegas, New Mexico;
•$9.4 million for a manufacturing facility in Arlington Heights, Illinois;
•$185.0 million for a portfolio of six warehouse facilities and one office facility in Poland;
•$43.4 million for an industrial facility in Glenwillow, Ohio; and
•$22.3 million for two manufacturing facilities in Peebles, Ohio, and one manufacturing facility in Hope, Arkansas.

In addition, in January 2026, we completed two construction projects totaling approximately $29.3 million. They are as follows:

•$17.6 million for a build-to-suit at an existing retail facility in Amsterdam, the Netherlands; and
•$11.6 million for a build-to-suit retail facility in Surprise, Arizona.

Dispositions

In January and February 2026, we sold four properties for gross proceeds totaling $60.2 million. One of these properties was classified as held for sale as of December 31, 2025 (Note 5).

Mortgage Loan Repayments

In January and February 2026, we repaid at maturity two non-recourse mortgage loans totaling approximately $22.4 million.

W. P. Carey 2025 10-K – 106

W. P. CAREY INC.
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2025, 2024, and 2023
(in thousands) 
Description Balance at Beginning of Year  Other Additions Deductions Balance at End of Year
Year Ended December 31, 2025
Valuation reserve for deferred tax assets $ 55,488  $ 10,487  $ (21,214) $ 44,761 
Year Ended December 31, 2024
Valuation reserve for deferred tax assets $ 69,800  $ 6,731  $ (21,043) $ 55,488 
Year Ended December 31, 2023
Valuation reserve for deferred tax assets $ 106,185  $ 19,107  $ (55,492) $ 69,800 

W. P. Carey 2025 10-K – 107

W. P. CAREY INC.
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2025
(in thousands)
Initial Cost to Company
Cost Capitalized Subsequent to
Acquisition (a)
Increase 
(Decrease)
in Net
Investments (b)
Gross Amount at which 
Carried at Close of Period (c) (d)
Accumulated Depreciation (d)
 Date of Construction Date Acquired Life on which
Depreciation in Latest
Statement of 
Income
is Computed
Description Encumbrances Land Buildings Land Buildings Total
Real Estate Subject to Operating Leases
Industrial facilities in Erlanger, KY $ —  $ 1,526  $ 21,427  $ 2,966  $ (84) $ 1,526  $ 24,309  $ 25,835  $ 17,156  1979; 1987 Jan. 1998
40 yrs.
Industrial facilities in Thurmont, MD and Farmington, NY —  729  5,903  —  —  729  5,903  6,632  4,602  1964; 1983 Jan. 1998
15 yrs.
Warehouse facility in Commerce, CA —  4,905  11,898  —  (3,043) 4,573  9,187  13,760  7,198  1948 Jan. 1998
40 yrs.
Industrial facility in Goshen, IN —  239  940  —  —  239  940  1,179  745  1973 Jan. 1998
40 yrs.
Industrial facilities in Sylmar, CA —  2,052  5,322  —  (1,889) 1,494  3,991  5,485  2,800  1962; 1979 Jan. 1998
40 yrs.
Retail facilities in the United States —  9,382  —  238  13,778  9,025  14,373  23,398  13,384  Various Jan. 1998
15 yrs.
Land in Glendora, CA —  1,135  —  —  17  1,152  —  1,152  —  N/A Jan. 1998 N/A
Warehouse facility in Doraville, GA —  3,288  9,864  17,079  (11,410) 3,288  15,533  18,821  4,332  2016 Jan. 1998
40 yrs.
Warehouse facility in Corpus Christi, TX —  3,490  72,497  3,615  (77,927) 288  1,387  1,675  916  1989 Jan. 1998
40 yrs.
Land in Irving and Houston, TX —  9,795  —  —  —  9,795  —  9,795  —  N/A Jan. 1998 N/A
Warehouse facility in Memphis, TN —  1,882  3,973  294  (3,892) 328  1,929  2,257  1,843  1969 Jan. 1998
15 yrs.
Industrial facility in Romulus, MI —  454  6,411  525  —  454  6,936  7,390  4,851  1970 Jan. 1998
10 yrs.
Retail facility in Bellevue, WA —  4,125  11,812  393  (123) 4,371  11,836  16,207  7,976  1994 Apr. 1998
40 yrs.
Industrial facility in Winston-Salem, NC —  1,860  12,539  4,775  (7,325) 925  10,924  11,849  6,726  1980 Sep. 2002
40 yrs.
Warehouse facility in Greenfield, IN —  2,807  10,335  223  (8,383) 967  4,015  4,982  2,718  1995 Sep. 2004
40 yrs.
Warehouse facilities in Apopka, FL —  362  10,855  1,629  (3,330) 337  9,179  9,516  4,167  1969 Sep. 2004
40 yrs.
Land in San Leandro, CA —  1,532  —  —  —  1,532  —  1,532  —  N/A Dec. 2006 N/A
Retail facility in Austin, TX —  1,725  5,168  —  —  1,725  5,168  6,893  3,461  1995 Dec. 2006
29 yrs.
Retail facility in Wroclaw, Poland —  3,600  10,306  —  (3,280) 2,938  7,688  10,626  3,425  2007 Dec. 2007
40 yrs.
Retail and warehouse facilities in Spain —  50,231  82,613  239  2,702  50,920  84,865  135,785  13,576  Various Various
40 yrs.
Industrial facilities in Auburn, IN; Clinton Township, MI; and Bluffton, OH —  4,403  20,298  —  (3,870) 2,589  18,242  20,831  7,832  1968; 1975; 1995 Sep. 2012; Jan. 2014
30 yrs.
Industrial facility in Irvine, CA —  4,173  —  15,566  —  4,173  15,566  19,739  580  2024 Sep. 2012
40 yrs.
Industrial facility in Alpharetta, GA —  2,198  6,349  1,247  —  2,198  7,596  9,794  3,552  1997 Sep. 2012
30 yrs.
Warehouse facility in St. Petersburg, FL —  3,280  24,627  4,736  (20,393) 1,814  10,436  12,250  4,555  1996 Sep. 2012
30 yrs.
Retail facility in Baton Rouge, LA —  4,168  5,724  3,200  —  4,168  8,924  13,092  4,321  2003 Sep. 2012
30 yrs.
Industrial facility in Richmond, CA —  895  1,953  —  —  895  1,953  2,848  865  1999 Sep. 2012
30 yrs.
Warehouse facilities in the United States —  16,386  84,668  17,383  (14,825) 15,208  88,404  103,612  35,786  Various Sep. 2012
30 yrs.
Industrial facilities in Rocky Mount, NC and Lewisville, TX —  2,163  17,715  1,324  (8,389) 1,132  11,681  12,813  4,901  1948; 1989 Sep. 2012
30 yrs.
Industrial facilities in Chattanooga, TN —  558  5,923  —  —  558  5,923  6,481  2,594  1974; 1989 Sep. 2012
30 yrs.
Industrial facility in Mooresville, NC —  756  9,775  —  —  756  9,775  10,531  4,269  1997 Sep. 2012
30 yrs.
Industrial facility in McCalla, AL —  960  14,472  42,662  (254) 2,076  55,764  57,840  17,994  2004 Sep. 2012
31 yrs.
Industrial facility in Fort Smith, AZ —  1,063  6,159  —  —  1,063  6,159  7,222  2,661  1982 Sep. 2012
30 yrs.
W. P. Carey 2025 10-K – 108

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2025
(in thousands)
Initial Cost to Company
Cost Capitalized
Subsequent to
Acquisition (a)
Increase 
(Decrease)
in Net
Investments (b)
Gross Amount at which 
Carried at Close of Period (c) (d)
Accumulated Depreciation (d)
 Date of Construction Date Acquired Life on which
Depreciation in Latest
Statement of 
Income
is Computed
Description Encumbrances Land Buildings Land Buildings Total
Retail facilities in Greenwood, IN, Freehold, NJ, and Buffalo, NY —  —  19,990  —  1,765  —  21,755  21,755  10,173  2000; 2003; 2004 Sep. 2012
13 - 31 yrs.
Industrial facilities in Bowling Green, KY and Jackson, TN —  1,492  8,182  600  —  1,492  8,782  10,274  3,641  1989; 1995 Sep. 2012
31 yrs.
Education facility in Rancho Cucamonga, CA and laboratory facility in Exton, PA —  14,006  33,683  12,194  (20,143) 6,638  33,102  39,740  12,275  2004 Sep. 2012
31 - 32 yrs.
Industrial facilities in St. Petersburg, FL; Buffalo Grove, IL; West Lafayette, IN; Excelsior Springs, MO; and North Versailles, PA —  6,559  19,078  4,637  (2,921) 5,751  21,602  27,353  8,175  Various Sep. 2012
31 yrs.
Industrial and warehouse facility in Mesquite, TX —  2,702  13,029  1,700  —  2,702  14,729  17,431  1,941  1972 Sep. 2012
31 yrs.
Industrial facilities in Tolleson, AZ and Solvay, NY —  6,080  23,424  810  (13,860) 3,658  12,796  16,454  5,401  1994; 2000 Sep. 2012
31 yrs.
Retail facility in Memphis, TN —  4,877  4,258  5,215  (2,353) 2,027  9,970  11,997  6,179  1990 Sep. 2012
31 yrs.
Warehouse facilities in Oceanside, CA and Concordville, PA —  3,333  8,270  1,805  —  3,333  10,075  13,408  3,620  1989; 1996 Sep. 2012
31 yrs.
Warehouse facility in La Vista, NE 14,661  4,196  23,148  3,495  —  4,196  26,643  30,839  9,185  2005 Sep. 2012
33 yrs.
Laboratory facility in Pleasanton, CA —  3,675  7,468  14,855  —  3,675  22,323  25,998  4,104  2000 Sep. 2012
40 yrs.
Industrial facilities in Hollywood and Orlando, FL —  3,639  1,269  —  —  3,639  1,269  4,908  528  1996 Sep. 2012
31 yrs.
Warehouse facility in Golden, CO —  808  4,304  77  —  808  4,381  5,189  1,986  1998 Sep. 2012
30 yrs.
Industrial facility in Texarkana, TX —  1,755  4,493  —  (2,783) 216  3,249  3,465  1,352  1997 Sep. 2012
31 yrs.
Industrial facility in South Jordan, UT —  2,183  11,340  2,609  —  2,183  13,949  16,132  5,574  1995 Sep. 2012
31 yrs.
Warehouse facility in Ennis, TX —  478  4,087  145  (145) 478  4,087  4,565  1,701  1989 Sep. 2012
31 yrs.
Specialty facility in Paris, France —  23,387  43,450  703  (5,750) 21,369  40,421  61,790  16,277  1975 Sep. 2012
32 yrs.
Retail facilities in Poland —  26,564  72,866  —  (8,625) 24,228  66,577  90,805  37,101  Various Sep. 2012
23 - 34 yrs.
Industrial facilities in Danbury, CT and Bedford, MA —  3,519  16,329  50,871  (8,461) 1,667  60,591  62,258  5,988  1965; 1980 Sep. 2012
29 yrs.
Industrial facility in Brownwood, TX —  722  6,268  —  —  722  6,268  6,990  2,925  1964 Sep. 2012
15 yrs.
Industrial facility in Rochester, MN —  809  14,236  4,440  —  809  18,676  19,485  2,648  1997 Sep. 2012
31 yrs.
Retail facilities in Germany —  16,146  83,746  11  (12,300) 15,034  72,569  87,603  4,911  Various Sep. 2012
29 yrs.
Retail facility in Houston, TX —  2,430  2,270  —  —  2,430  2,270  4,700  1,207  1995 Jan. 2014
23 yrs.
Retail facility in St. Charles, MO —  1,966  1,368  1,980  —  1,966  3,348  5,314  1,782  1987 Jan. 2014
27 yrs.
Industrial facility in Aurora, CO —  737  2,609  1,206  —  737  3,815  4,552  1,110  1985 Jan. 2014
32 yrs.
Warehouse facility in Burlington, NJ —  3,989  6,213  377  —  3,989  6,590  10,579  3,118  1999 Jan. 2014
26 yrs.
Industrial facility in Albuquerque, NM —  2,467  3,476  715  —  2,467  4,191  6,658  1,945  1993 Jan. 2014
27 yrs.
Industrial facility in North Salt Lake, UT —  10,601  17,626  —  (16,936) 4,388  6,903  11,291  3,144  1981 Jan. 2014
26 yrs.
Industrial facility in Lexington, NC —  2,185  12,058  601  (2,519) 494  11,831  12,325  4,939  2003 Jan. 2014
28 yrs.
Industrial facility in Dallas, TX —  3,190  10,010  —  —  3,190  10,010  13,200  1,087  1968 Jan. 2014
32 yrs.
Land in Welcome, NC —  980  11,230  —  (11,724) 486  —  486  —  N/A Jan. 2014 N/A
W. P. Carey 2025 10-K – 109

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2025
(in thousands)
Cost Capitalized
Subsequent to
Acquisition (a)
Increase 
(Decrease)
in Net
Investments (b)
Gross Amount at which 
Carried at Close of Period (c) (d)
Accumulated Depreciation (d)
 Date of Construction Date Acquired Life on which
Depreciation in Latest
Statement of 
Income
is Computed
Initial Cost to Company
Description Encumbrances Land Buildings Land Buildings Total
Industrial facilities in Evansville, IN; Lawrence, KS; and Baltimore, MD —  4,005  44,192  21,685  —  5,054  64,828  69,882  26,004  1911; 1967; 1982 Jan. 2014
24 yrs.
Industrial facilities in Colton, CA; Bonner Springs, KS; Eagan, MN; and Dallas, TX —  8,451  25,457  —  11,200  8,451  36,657  45,108  11,687  Various Jan. 2014
17 - 34 yrs.
Retail facility in Torrance, CA —  8,412  12,241  8,062  (77) 8,335  20,303  28,638  7,600  1973 Jan. 2014
25 yrs.
Warehouse facility in Houston, TX —  6,578  424  560  —  6,578  984  7,562  920  1978 Jan. 2014
27 yrs.
Warehouse facility in Norwich, CT —  3,885  21,342  —  2  3,885  21,344  25,229  9,004  1960 Jan. 2014
28 yrs.
Warehouse facility in Norwich, CT —  1,437  9,669  —  —  1,437  9,669  11,106  4,079  2005 Jan. 2014
28 yrs.
Warehouse facility in Whitehall, PA —  7,435  9,093  27,791  (9,525) 6,983  27,811  34,794  3,239  2021 Jan. 2014
40 yrs.
Retail facility in York, PA —  3,776  10,092  —  (6,413) 527  6,928  7,455  2,446  2005 Jan. 2014
34 yrs.
Warehouse facilities in Atlanta, GA and Elkwood, VA —  5,356  4,121  17,441  (3,219) 4,284  19,415  23,699  1,282  1975 Jan. 2014
28 yrs.
Warehouse facility in Harrisburg, NC —  1,753  5,840  781  (111) 1,642  6,621  8,263  2,898  2000 Jan. 2014
26 yrs.
Industrial facility in Chandler, AZ; and industrial and warehouse facility in Englewood, CO —  4,306  7,235  802  3  4,306  8,040  12,346  2,892  1978; 1987 Jan. 2014
30 yrs.
Industrial facility in Cynthiana, KY —  1,274  3,505  525  (107) 1,274  3,923  5,197  1,706  1967 Jan. 2014
31 yrs.
Industrial facilities in Albemarle and Old Fort, NC and Holmesville, OH —  5,507  18,653  —  —  5,507  18,653  24,160  2,453  1955; 1966; 1970 Jan. 2014
32 yrs.
Industrial facility in Columbia, SC —  2,843  11,886  —  —  2,843  11,886  14,729  6,271  1962 Jan. 2014
23 yrs.
Retail facility in Midlothian, VA —  2,824  16,618  —  —  2,824  16,618  19,442  4,196  2000 Jan. 2014
40 yrs.
Specialty facility in Laramie, WY —  1,966  18,896  —  —  1,966  18,896  20,862  7,531  2007 Jan. 2014
33 yrs.
Warehouse facilities in Mendota, IL; Toppenish, WA; and Plover, WI —  1,444  21,208  —  (623) 1,382  20,647  22,029  10,976  1996 Jan. 2014
23 yrs.
Land in Sunnyvale, CA —  9,297  24,086  —  (26,077) 7,306  —  7,306  —  N/A Jan. 2014 N/A
Industrial facilities in Hampton, NH —  8,990  7,362  —  —  8,990  7,362  16,352  2,892  1976 Jan. 2014
30 yrs.
Industrial facilities in France —  36,306  5,212  7,906  8,224  26,892  30,756  57,648  6,003  Various Jan. 2014
23 yrs.
Retail facility in Lombard, IL —  5,087  8,578  —  —  5,087  8,578  13,665  3,882  1999 Jan. 2014
26 yrs.
Warehouse facility in Plainfield, IN —  1,578  29,415  2,176  —  1,578  31,591  33,169  12,055  1997 Jan. 2014
30 yrs.
Retail facility in Kennesaw, GA —  2,849  6,180  5,530  (76) 2,773  11,710  14,483  5,758  1999 Jan. 2014
26 yrs.
Retail facility in Leawood, KS —  1,487  13,417  2,977  —  1,487  16,394  17,881  6,071  1997 Jan. 2014
26 yrs.
Industrial facility in Tolland, CT —  1,817  5,709  —  11  1,817  5,720  7,537  2,486  1968 Jan. 2014
28 yrs.
Warehouse facility in Lincolnton, NC —  1,962  9,247  310  (2,235) 1,754  7,530  9,284  3,064  1996 Jan. 2014
28 yrs.
Retail facilities in Germany —  81,109  153,927  11,756  (164,649) 18,953  63,190  82,143  25,374  Various Jan. 2014 Various
Laboratory facility in The Woodlands, TX —  3,204  24,997  2,826  —  3,204  27,823  31,027  9,613  1997 Jan. 2014
32 yrs.
Warehouse facilities in Valdosta, GA and Johnson City, TN —  1,080  14,998  1,841  —  1,080  16,839  17,919  7,403  1978; 1998 Jan. 2014
27 yrs.
Industrial facility in Amherst, NY —  674  7,971  —  —  674  7,971  8,645  4,238  1984 Jan. 2014
23 yrs.
W. P. Carey 2025 10-K – 110

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2025
(in thousands)
Cost Capitalized
Subsequent to
Acquisition (a)
Increase 
(Decrease)
in Net
Investments (b)
Gross Amount at which 
Carried at Close of Period (c) (d)
Accumulated Depreciation (d)
 Date of Construction Date Acquired Life on which
Depreciation in Latest
Statement of 
Income
is Computed
Initial Cost to Company
Description Encumbrances Land Buildings Land Buildings Total
Industrial and warehouse facilities in Westfield, MA —  1,922  9,755  7,435  9  1,922  17,199  19,121  8,250  1954; 1997 Jan. 2014
28 yrs.
Retail facility in Cresskill, NJ —  2,366  5,482  —  19  2,366  5,501  7,867  2,104  1975 Jan. 2014
31 yrs.
Retail facility in Livingston, NJ —  2,932  2,001  —  14  2,932  2,015  4,947  884  1966 Jan. 2014
27 yrs.
Retail facility in Montclair, NJ —  1,905  1,403  —  6  1,905  1,409  3,314  618  1950 Jan. 2014
27 yrs.
Retail facility in Morristown, NJ —  3,258  8,352  —  26  3,258  8,378  11,636  3,675  1973 Jan. 2014
27 yrs.
Retail facility in Summit, NJ —  1,228  1,465  —  8  1,228  1,473  2,701  646  1950 Jan. 2014
27 yrs.
Industrial facilities in Georgetown, TX and Woodland, WA —  965  4,113  35  —  965  4,148  5,113  1,460  1998; 2001 Jan. 2014
33 - 35 yrs.
Education facilities in Union, NJ; Allentown, PA; and Grand Prairie, TX —  5,365  7,845  —  (2,397) 5,007  5,806  10,813  2,486  1950; 1969; 1972 Jan. 2014
28 yrs.
Industrial facility in Salisbury, NC —  1,499  8,185  —  —  1,499  8,185  9,684  3,515  2000 Jan. 2014
28 yrs.
Industrial facility in Twinsburg, OH —  2,831  10,565  386  (6,975) 1,293  5,514  6,807  2,404  1991 Jan. 2014
27 yrs.
Industrial facility in Cambridge, Canada —  1,849  7,371  —  (1,692) 1,510  6,018  7,528  2,295  2001 Jan. 2014
31 yrs.
Industrial facilities in Peru, IL; Huber Heights, Lima, and Sheffield, OH; and Lebanon, TN —  2,962  17,832  —  —  2,962  17,832  20,794  6,800  Various Jan. 2014
31 yrs.
Industrial facility in Ramos Arizpe, Mexico —  1,059  2,886  —  —  1,059  2,886  3,945  1,098  2000 Jan. 2014
31 yrs.
Industrial facilities in Salt Lake City, UT —  2,783  3,773  —  —  2,783  3,773  6,556  1,438  1983; 2002 Jan. 2014
31 - 33 yrs.
Specialty facility in Blairsville, PA —  1,631  23,163  —  —  1,631  23,163  24,794  9,053  2005 Jan. 2014
33 yrs.
Education facility in Mooresville, NC —  1,795  15,955  —  —  1,795  15,955  17,750  2,430  2002 Jan. 2014
33 yrs.
Warehouse facilities in Atlanta, Doraville, and Rockmart, GA —  6,488  77,192  —  —  6,488  77,192  83,680  51,534  1959; 1962; 1991 Jan. 2014
23 - 33 yrs.
Warehouse facility in Muskogee, OK —  554  4,353  —  (3,437) 158  1,312  1,470  477  1992 Jan. 2014
33 yrs.
Industrial facility in Richmond, MO —  2,211  8,505  747  —  2,211  9,252  11,463  4,002  1996 Jan. 2014
28 yrs.
Industrial facility in Tuusula, Finland —  6,173  10,321  —  (2,256) 5,329  8,909  14,238  4,164  1975 Jan. 2014
26 yrs.
Warehouse facility in Phoenix, AZ —  6,747  21,352  2,024  20  6,747  23,396  30,143  9,549  1996 Jan. 2014
28 yrs.
Industrial facilities in the United States —  4,816  31,712  5,094  9,461  5,780  45,303  51,083  4,080  Various Jan. 2014
30 - 32 yrs.
Industrial facilities in Sandersville, GA; Erwin, TN; and Gainesville, TX —  955  4,779  —  —  955  4,779  5,734  1,837  1950; 1986; 1996 Jan. 2014
31 yrs.
Industrial facility in Buffalo Grove, IL —  1,492  12,233  3,030  20  1,492  15,283  16,775  4,839  1996 Jan. 2014
31 yrs.
Warehouse facility in Carlsbad, CA —  3,230  5,492  1,062  —  3,230  6,554  9,784  2,775  1999 Jan. 2014
24 yrs.
Retail facility in Port St. Lucie, FL —  4,654  2,576  —  —  4,654  2,576  7,230  1,123  2000 Jan. 2014
27 yrs.
Industrial facility in Nurieux-Volognat, France —  121  5,328  723  (606) 104  5,462  5,566  1,778  2000 Jan. 2014
32 yrs.
Industrial facility in Monheim, Germany —  2,500  5,727  —  105  2,537  5,795  8,332  767  1992 Jan. 2014
32 yrs.
Warehouse facility in Suwanee, GA —  2,330  8,406  —  —  2,330  8,406  10,736  2,961  1995 Jan. 2014
34 yrs.
Retail facilities in Wichita, KS and Oklahoma City, OK and warehouse facility in Wichita, KS —  1,878  8,579  3,128  (89) 1,878  11,618  13,496  4,762  1954; 1975; 1984 Jan. 2014
24 yrs.
W. P. Carey 2025 10-K – 111

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2025
(in thousands)
Initial Cost to Company
Cost Capitalized
Subsequent to
Acquisition (a)
Increase 
(Decrease)
in Net
Investments (b)
Gross Amount at which 
Carried at Close of Period (c) (d)
Accumulated Depreciation (d)
 Date of Construction Date Acquired Life on which
Depreciation in Latest
Statement of 
Income
is Computed
Description Encumbrances Land Buildings Land Buildings Total
Industrial facility in Mesa, AZ —  2,888  4,282  —  —  2,888  4,282  7,170  1,873  1991 Jan. 2014
27 yrs.
Industrial facility in North Amityville, NY —  3,486  11,413  —  —  3,486  11,413  14,899  5,230  1981 Jan. 2014
26 yrs.
Industrial facility in Fort Collins, CO —  821  7,236  —  —  821  7,236  8,057  2,626  1993 Jan. 2014
33 yrs.
Warehouse facility in Elk Grove Village, IL —  4,037  7,865  62  —  4,037  7,927  11,964  2,288  1980 Jan. 2014
22 yrs.
Research and development facility in Washington, MI —  4,085  7,496  43,918  —  4,085  51,414  55,499  3,668  1990 Jan. 2014
33 yrs.
Industrial facilities in Conroe, Odessa, and Weimar, TX and industrial and office facility in Houston, TX —  4,049  13,021  —  133  4,049  13,154  17,203  8,397  Various Jan. 2014
12 - 22 yrs.
Education facility in Sacramento, CA —  —  13,715  16  —  —  13,731  13,731  4,891  2005 Jan. 2014
34 yrs.
Industrial facility in Sankt Ingbert, Germany —  2,226  17,460  —  (12,988) 468  6,230  6,698  3,173  1960 Jan. 2014
34 yrs.
Industrial facilities in City of Industry, CA; Chelmsford, MA; and Lancaster, TX —  5,138  8,387  —  43  5,138  8,430  13,568  3,625  1969; 1974; 1984 Jan. 2014
27 yrs.
Industrial facility in Woodland, WA —  707  1,562  —  —  707  1,562  2,269  528  2009 Jan. 2014
35 yrs.
Warehouse facilities in Gyál and Herceghalom, Hungary —  14,601  21,915  —  (4,996) 12,603  18,917  31,520  11,043  2002; 2004 Jan. 2014
21 yrs.
Industrial facility in Aurora, CO —  574  3,999  —  —  574  3,999  4,573  1,214  2012 Jan. 2014
40 yrs.
Warehouse facility in University Park, IL —  7,962  32,756  427  —  7,962  33,183  41,145  11,001  2008 May 2014
40 yrs.
Laboratory facility in Westborough, MA —  3,409  37,914  53,065  —  3,409  90,979  94,388  19,931  1992 Aug. 2014
40 yrs.
Research and development facility in Andover, MA —  3,980  45,120  323  —  3,980  45,443  49,423  13,416  2013 Oct. 2014
40 yrs.
Industrial facility in Lewisburg, OH —  1,627  13,721  —  —  1,627  13,721  15,348  4,295  2014 Nov. 2014
40 yrs.
Industrial facility in Opole, Poland —  2,151  21,438  3  (1,297) 2,033  20,262  22,295  6,559  2014 Dec. 2014
38 yrs.
Retail facilities in the United Kingdom —  66,319  230,113  277  (107,870) 39,758  149,081  188,839  53,877  Various Jan. 2015
20 - 40 yrs.
Warehouse facility in Rotterdam, Netherlands —  —  33,935  21,037  1,976  —  56,948  56,948  13,851  2014 Feb. 2015
40 yrs.
Retail facility in Bad Fischau, Austria —  2,855  18,829  6  1,961  3,113  20,538  23,651  6,017  1998 Apr. 2015
40 yrs.
Industrial facility in Oskarshamn, Sweden —  3,090  18,262  115  (2,172) 2,772  16,523  19,295  4,755  2015 Jun. 2015
40 yrs.
Industrial facilities in Gersthofen and Senden, Germany and Leopoldsdorf, Austria —  9,449  15,838  902  1,403  9,973  17,619  27,592  4,895  2008; 2010 Aug. 2015
40 yrs
Net-lease hotels in the United States —  —  49,190  17,396  —  17,396  49,190  66,586  14,547  1988; 1989; 1990 Oct. 2015
38 - 40 yrs.
Retail facilities in the Netherlands —  5,698  38,130  20,631  (5,861) 5,572  53,026  58,598  9,911  Various Nov. 2015
30 - 40 yrs.
Specialty facility in Irvine, CA —  7,626  16,137  —  —  7,626  16,137  23,763  4,172  1977 Dec. 2015
40 yrs.
Education facility in Windermere, FL —  5,090  34,721  15,333  —  5,090  50,054  55,144  14,913  1998 Apr. 2016
38 yrs.
Industrial facilities in the United States —  66,845  87,575  65,400  (56,525) 49,672  113,623  163,295  38,602  Various Apr. 2016 Various
Industrial facilities in North Dumfries and Ottawa, Canada —  17,155  10,665  —  (18,696) 5,659  3,465  9,124  1,873  1967; 1974 Apr. 2016
28 yrs.
W. P. Carey 2025 10-K – 112

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2025
(in thousands)
Initial Cost to Company
Cost Capitalized
Subsequent to
Acquisition (a)
Increase 
(Decrease)
in Net
Investments (b)
Gross Amount at which 
Carried at Close of Period (c) (d)
Accumulated Depreciation (d)
 Date of Construction Date Acquired Life on which
Depreciation in Latest
Statement of 
Income
is Computed
Description Encumbrances Land Buildings Land Buildings Total
Education facilities in Coconut Creek, FL and Houston, TX —  15,550  83,862  63,830  —  15,550  147,692  163,242  38,531  1979; 1984 May 2016
37 - 40 yrs.
Warehouse facilities in London, KY and Gallatin, TN —  3,585  17,254  —  (1,557) 3,214  16,068  19,282  4,172  1987; 2000 Nov. 2016
35 - 36 yrs.
Industrial facilities in Brampton, Toronto, and Vaughan, Canada —  28,759  13,998  —  —  28,759  13,998  42,757  4,324  Various Nov. 2016
28 - 35 yrs.
Industrial facilities in Queretaro and San Juan del Rio, Mexico —  5,152  12,614  2,440  —  5,152  15,054  20,206  3,354  Various Dec. 2016
28 - 40 yrs.
Industrial facility in Chicago, IL —  2,222  2,655  3,511  —  2,222  6,166  8,388  2,707  1985 Jun. 2017
30 yrs.
Industrial facility in Zawiercie, Poland —  395  102  10,383  80  398  10,562  10,960  2,030  2018 Aug. 2017
40 yrs.
Industrial facility in Radomsko, Poland —  1,718  59  37,522  3,267  1,733  40,833  42,566  4,918  2018 Nov. 2017
40 yrs.
Warehouse facility in Sellersburg, IN —  1,016  3,838  96  —  1,016  3,934  4,950  1,049  2000 Feb. 2018
36 yrs.
Retail and warehouse facilities in Appleton, Madison, and Waukesha, WI —  5,512  61,230  —  —  5,465  61,277  66,742  14,664  1995; 2004 Mar. 2018
36 - 40 yrs.
Warehouse facilities in Denmark —  20,304  185,481  2,037  (3,071) 20,162  184,589  204,751  42,998  Various Jun. 2018
25 - 41 yrs.
Retail facilities in the Netherlands —  38,475  117,127  —  1,431  38,829  118,204  157,033  31,286  Various Jul. 2018
26 - 30 yrs.
Industrial facility in Oostburg, WI —  786  6,589  —  —  786  6,589  7,375  1,868  2002 Jul. 2018
35 yrs.
Warehouse facility in Kampen, Netherlands —  3,251  12,858  128  231  3,296  13,172  16,468  3,959  1976 Jul. 2018
26 yrs.
Warehouse facility in Azambuja, Portugal —  13,527  35,631  28,054  650  13,730  64,132  77,862  13,919  1994 Sep. 2018
28 yrs.
Retail facilities in Amsterdam, Moordrecht, and Rotterdam, Netherlands —  2,582  18,731  11,338  1,076  2,666  31,061  33,727  7,272  Various Oct. 2018
27 - 37 yrs.
Industrial facility in Norfolk, NE —  802  3,686  —  —  802  3,686  4,488  896  1975 Oct. 2018
40 yrs.
Retail facilities in Phoenix, AZ and Columbia, MD —  18,286  33,030  —  —  18,286  33,030  51,316  6,286  2006 Oct. 2018
40 yrs.
Retail facility in Gorzow, Poland —  1,736  8,298  —  315  1,791  8,558  10,349  1,765  2008 Oct. 2018
40 yrs.
Industrial facilities in Sergeant Bluff, IA; Bossier City, LA; and Alvarado, TX —  6,460  49,462  —  —  6,460  49,462  55,922  10,194  Various Oct. 2018
40 yrs.
Industrial facility in Glendale Heights, IL —  4,237  45,484  —  —  4,237  45,484  49,721  6,568  1991 Oct. 2018
38 yrs.
Industrial facilities in Mayodan, Sanford, and Stoneville, NC —  3,505  20,913  —  —  3,505  20,913  24,418  4,281  1992; 1997; 1998 Oct. 2018
29 yrs.
Warehouse facility in Dillon, SC —  3,424  43,114  —  —  3,424  43,114  46,538  8,885  2001 Oct. 2018
40 yrs.
Specialty facility in Birmingham, United Kingdom —  7,383  7,687  —  635  7,694  8,011  15,705  1,508  2009 Oct. 2018
40 yrs.
Retail facilities in Spain —  17,626  44,501  —  1,948  18,179  45,896  64,075  8,910  Various Oct. 2018
40 yrs.
Warehouse facility in Gadki, Poland —  1,376  6,137  2  235  1,419  6,331  7,750  1,241  2011 Oct. 2018
40 yrs.
Warehouse facility in Zagreb, Croatia —  15,789  33,287  15  1,523  16,283  34,331  50,614  9,783  2001 Oct. 2018
26 yrs.
Industrial facilities in Middleburg Heights and Union Township, OH —  1,295  13,384  426  —  1,295  13,810  15,105  2,535  1990; 1997 Oct. 2018
40 yrs.
Retail facility in Las Vegas, NV —  —  79,720  —  —  —  79,720  79,720  14,313  2012 Oct. 2018
40 yrs.
Industrial facilities in the United States —  20,517  14,135  —  30,060  22,585  42,127  64,712  6,843  Various Oct. 2018
40 yrs.
W. P. Carey 2025 10-K – 113

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2025
(in thousands)
Initial Cost to Company
Cost Capitalized
Subsequent to
Acquisition (a)
Increase 
(Decrease)
in Net
Investments (b)
Gross Amount at which 
Carried at Close of Period (c) (d)
Accumulated Depreciation (d)
 Date of Construction Date Acquired Life on which
Depreciation in Latest
Statement of 
Income
is Computed
   
Description Encumbrances Land Buildings Land Buildings Total
Warehouse facility in Bowling Green, KY —  2,652  51,915  72,976  (11) 2,652  124,880  127,532  17,670  2011 Oct. 2018
40 yrs.
Warehouse facilities in the United Kingdom —  6,791  2,315  —  383  7,077  2,412  9,489  508  Various Oct. 2018
40 yrs.
Industrial facility in Evansville, IN —  180  22,095  —  —  180  22,095  22,275  4,062  2009 Oct. 2018
40 yrs.
Warehouse facility in Elorrio, Spain —  7,858  12,728  —  646  8,105  13,127  21,232  2,848  1996 Oct. 2018
40 yrs.
Industrial and office facilities in Elberton, GA —  879  2,014  —  —  879  2,014  2,893  521  1997; 2002 Oct. 2018
40 yrs.
Retail facilities in Dugo Selo, Kutina, Samobor, Spansko, and Zagreb, Croatia —  5,549  12,408  1,777  7,565  7,020  20,279  27,299  5,590  2000; 2002; 2003 Oct. 2018
26 yrs.
Office and warehouse facilities in the United States —  42,793  193,666  500  —  42,793  194,166  236,959  38,582  Various Oct. 2018
40 yrs.
Warehouse facilities in Breda, Elst, Gieten, Raalte, and Woerden, Netherlands —  37,755  91,666  4,793  11,414  38,938  106,690  145,628  18,474  Various Oct. 2018
40 yrs.
Warehouse facilities in Oxnard and Watsonville, CA —  22,453  78,814  —  —  22,453  78,814  101,267  14,954  1975; 1994; 2002 Oct. 2018
40 yrs.
Retail facilities in Italy —  75,492  138,280  7,242  3,387  76,486  147,915  224,401  29,953  Various Oct. 2018
40 yrs.
Land in Hudson, NY —  2,405  —  —  —  2,405  —  2,405  —  N/A Oct. 2018 N/A
Land in Chicago, IL —  9,887  —  —  —  9,887  —  9,887  —  N/A Oct. 2018 N/A
Industrial facility in Fraser, MI —  1,346  9,551  —  —  1,346  9,551  10,897  1,865  2012 Oct. 2018
40 yrs.
Net-lease self-storage facilities in the United States —  19,583  108,971  —  —  19,583  108,971  128,554  22,143  Various Oct. 2018
40 yrs.
Net-lease self-storage facility in Fort Worth, TX —  691  6,295  —  —  691  6,295  6,986  1,309  2004 Oct. 2018
40 yrs.
Retail facilities in Delnice, Pozega, and Sesvete, Croatia —  5,519  9,930  1,540  388  5,692  11,685  17,377  3,303  2011 Oct. 2018
27 yrs.
Retail facility in Orlando, FL —  6,262  25,134  430  —  6,371  25,455  31,826  4,630  2011 Oct. 2018
40 yrs.
Industrial facility in Avon, OH —  1,447  5,564  —  —  1,447  5,564  7,011  1,139  2001 Oct. 2018
40 yrs.
Industrial facility in Chimelow, Poland —  6,158  28,032  —  1,071  6,351  28,910  35,261  5,683  2012 Oct. 2018
40 yrs.
Net-lease self-storage facility in Fayetteville, NC —  1,839  4,654  —  —  1,839  4,654  6,493  1,233  2001 Oct. 2018
40 yrs.
Retail facilities in the United States —  19,529  42,318  —  (7,938) 17,297  36,612  53,909  7,305  Various Oct. 2018
40 yrs.
Education facilities in Montgomery, AL and Savannah, GA —  5,508  12,032  —  —  5,508  12,032  17,540  2,365  1969; 2002 Oct. 2018
40 yrs.
Warehouse facility in Zary, Poland —  2,062  10,034  —  379  2,127  10,348  12,475  2,085  2013 Oct. 2018
40 yrs.
Industrial facilities in San Antonio, TX and Sterling, VA —  3,198  23,981  78,728  (462) 6,767  98,678  105,445  14,731  1980; 2020 Oct. 2018; Dec. 2018
40 yrs.
Industrial facility in Elk Grove Village, IL —  5,511  10,766  3,004  —  5,511  13,770  19,281  2,294  1961 Oct. 2018
40 yrs.
Industrial facility in Portage, WI 3,332  3,450  7,797  —  —  3,450  7,797  11,247  1,689  1970 Oct. 2018
40 yrs.
Warehouse facility in Saitama Prefecture, Japan —  13,507  25,301  6,639  (16,666) 9,288  19,493  28,781  3,675  2007 Oct. 2018
40 yrs.
W. P. Carey 2025 10-K – 114

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2025
(in thousands)
Initial Cost to Company
Cost Capitalized
Subsequent to
Acquisition (a)
Increase 
(Decrease)
in Net
Investments (b)
Gross Amount at which 
Carried at Close of Period (c) (d)
Accumulated Depreciation (d)
 Date of Construction Date Acquired Life on which
Depreciation in Latest
Statement of 
Income
is Computed
   
Description Encumbrances Land Buildings Land Buildings Total
Retail facility in Dallas, TX —  2,977  16,168  —  —  2,977  16,168  19,145  2,979  1913 Oct. 2018
40 yrs.
Retail facilities in Croatia —  9,000  13,002  1,415  (4,022) 8,048  11,347  19,395  2,849  Various Oct. 2018
29 - 37 yrs.
Retail facility in Northbrook, IL —  —  493  447  —  —  940  940  450  2007 Oct. 2018
40 yrs.
Education facility in Chicago, IL —  18,510  163  —  (16,859) 1,793  21  1,814  16  2015 Oct. 2018
40 yrs.
Warehouse facility in Dillon, SC —  3,516  44,933  —  —  3,516  44,933  48,449  9,190  2013 Oct. 2018
40 yrs.
Net-lease self-storage facilities in New York City, NY —  29,223  77,202  714  —  29,223  77,916  107,139  14,113  Various Oct. 2018
40 yrs.
Net-lease self-storage facility in Hilo, HI —  769  12,869  —  —  769  12,869  13,638  2,340  2007 Oct. 2018
40 yrs.
Net-lease self-storage facility in Clearwater, FL —  1,247  5,733  —  —  1,247  5,733  6,980  1,187  2001 Oct. 2018
40 yrs.
Warehouse facilities in Gadki, Poland —  10,422  47,727  2,695  1,960  10,748  52,056  62,804  9,856  2007; 2010 Oct. 2018
40 yrs.
Net-lease self-storage facility in Orlando, FL —  1,070  8,686  —  —  1,070  8,686  9,756  1,695  2000 Oct. 2018
40 yrs.
Retail facility in Lewisville, TX —  3,485  11,263  —  —  3,485  11,263  14,748  2,161  2004 Oct. 2018
40 yrs.
Research and development facility in Wageningen, Netherlands —  5,227  18,793  112  1,048  5,391  19,789  25,180  3,865  2013 Oct. 2018
40 yrs.
Net-lease self-storage facility in Palm Coast, FL —  1,994  4,982  —  —  1,994  4,982  6,976  1,207  2001 Oct. 2018
40 yrs.
Net-lease self-storage facility in Holiday, FL —  1,730  4,213  —  —  1,730  4,213  5,943  998  1975 Oct. 2018
40 yrs.
Research and development facility in Drunen, Netherlands —  2,316  9,370  —  366  2,389  9,663  12,052  1,849  2014 Oct. 2018
40 yrs.
Industrial facility Bluffton, IN and New Concord, OH —  958  2,309  —  3,449  1,409  5,307  6,716  649  1975; 1999 Oct. 2018
34 - 40 yrs.
Retail facility in Gelsenkirchen, Germany —  2,178  17,097  1,763  604  2,246  19,396  21,642  3,362  2000 Oct. 2018
40 yrs.
Warehouse facilities in Mszczonow and Tomaszow Mazowiecki, Poland —  8,782  53,575  389  1,964  9,057  55,653  64,710  11,420  1995; 2000 Oct. 2018
40 yrs.
Warehouse facility in Sered, Slovakia —  3,428  28,005  3  986  3,536  28,886  32,422  5,562  2004 Oct. 2018
40 yrs.
Industrial facility in Tuchomerice, Czech Republic —  7,864  27,006  3  1,092  8,110  27,855  35,965  5,293  1998 Oct. 2018
40 yrs.
Warehouse facility in Kaunas, Lithuania 34,700  10,199  47,391  —  1,804  10,518  48,876  59,394  9,515  2008 Oct. 2018
40 yrs.
Specialty facility in Jacksonville, FL 11,135  906  17,020  —  —  906  17,020  17,926  3,155  2015 Oct. 2018
40 yrs.
Warehouse facilities in Houston, TX —  791  1,990  —  —  791  1,990  2,781  403  1972 Oct. 2018
40 yrs.
Warehouse facilities in Shelbyville, IN; Kalamazoo, MI; Tiffin, OH; Andersonville, TN; and Millwood, WV —  2,868  37,571  —  —  2,868  37,571  40,439  7,786  Various Oct. 2018
40 yrs.
Warehouse facility in Perrysburg, OH —  806  11,922  —  —  806  11,922  12,728  2,551  1974 Oct. 2018
40 yrs.
Warehouse facility in Dillon, SC —  620  46,319  434  —  620  46,753  47,373  7,929  2019 Oct. 2018
40 yrs.
Warehouse facility in Zabia Wola, Poland —  4,742  23,270  5,636  1,086  4,890  29,844  34,734  5,670  1999 Oct. 2018
40 yrs.
Laboratory facility in Buffalo Grove, IL —  2,224  6,583  —  —  2,224  6,583  8,807  1,288  1992 Oct. 2018
40 yrs.
W. P. Carey 2025 10-K – 115

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2025
(in thousands)
Initial Cost to Company
Cost Capitalized
Subsequent to
Acquisition (a)
Increase 
(Decrease)
in Net
Investments (b)
Gross Amount at which 
Carried at Close of Period (c) (d)
Accumulated Depreciation (d)
 Date of Construction Date Acquired Life on which
Depreciation in Latest
Statement of 
Income
is Computed
   
Description Encumbrances Land Buildings Land Buildings Total
Net-lease self-storage facilities in the United States —  12,755  48,965  —  —  12,755  48,965  61,720  1,632  Various Oct. 2018
40 yrs.
Net-lease self-storage facilities in Raleigh, NC and Mount Pleasant, SC —  3,473  19,202  —  —  3,473  19,202  22,675  640  2017 Nov. 2018
40 yrs.
Warehouse facilities in McHenry, IL —  5,794  21,141  —  —  5,794  21,141  26,935  6,018  1990; 1999 Dec. 2018
27 - 28 yrs.
Industrial facilities in Chicago, Cortland, Forest View, Morton Grove, and Northbrook, IL and Madison and Monona, WI —  23,267  9,166  —  —  23,267  9,166  32,433  2,468  Various Dec. 2018; Dec. 2019
35 - 40 yrs.
Warehouse facility in Kilgore, TX —  3,002  36,334  14,096  (6) 3,002  50,424  53,426  9,747  2007 Dec. 2018
37 yrs.
Industrial facility in San Luis Potosi, Mexico —  2,787  12,945  —  —  2,787  12,945  15,732  2,663  2009 Dec. 2018
39 yrs.
Industrial facility in Legnica, Poland —  995  9,787  6,007  508  1,024  16,273  17,297  3,739  2002 Dec. 2018
29 yrs.
Industrial facility in Meru, France —  4,231  14,731  8  623  4,370  15,223  19,593  4,030  1997 Dec. 2018
29 yrs.
Education facility in Portland, OR —  2,396  23,258  4,177  —  2,396  27,435  29,831  6,117  2006 Feb. 2019
40 yrs.
Warehouse facility in Inwood, WV —  3,265  36,692  —  —  3,265  36,692  39,957  6,857  2000 Mar. 2019
40 yrs.
Industrial facility in Hurricane, UT —  1,914  37,279  —  —  1,914  37,279  39,193  6,591  2011 Mar. 2019
40 yrs.
Industrial facility in Bensenville, IL —  8,640  4,948  —  300  8,940  4,948  13,888  1,406  1981 Mar. 2019
40 yrs.
Industrial facility in Katowice, Poland —  —  764  15,165  1,085  —  17,014  17,014  2,593  2019 Apr. 2019
40 yrs.
Industrial facilities in Westerville, OH and North Wales, PA —  1,545  6,508  —  —  1,545  6,508  8,053  1,415  1960; 1997 May 2019
40 yrs.
Industrial facilities in Fargo, ND; Norristown, PA; and Atlanta, TX —  1,616  5,589  —  —  1,616  5,589  7,205  1,302  Various May 2019
40 yrs.
Industrial facilities in Chihuahua and Juarez, Mexico —  3,426  7,286  —  —  3,426  7,286  10,712  1,691  1983; 1986; 1991 May 2019
40 yrs.
Warehouse facility in Statesville, NC —  1,683  13,827  —  —  1,683  13,827  15,510  2,740  1979 Jun. 2019
40 yrs.
Industrial facilities in Searcy, AR and Conestoga, PA —  4,290  51,410  21,027  —  4,678  72,049  76,727  13,856  1950; 1951 Jun. 2019; Apr. 2021
40 yrs.
Industrial facilities in Hartford and Milwaukee, WI —  1,471  21,293  —  —  1,471  21,293  22,764  4,009  1964; 1992; 1993 Jul. 2019
40 yrs.
Industrial facilities in Brockville and Prescott, Canada —  2,025  9,519  —  —  2,025  9,519  11,544  1,851  1955; 1995 Jul. 2019
40 yrs.
Industrial facility in Dordrecht, Netherlands —  3,233  10,954  2  974  3,459  11,704  15,163  1,880  1986 Sep. 2019
40 yrs.
Industrial facilities in York, PA and Lexington, SC —  4,155  22,930  19  —  4,155  22,949  27,104  4,678  1968; 1971 Oct. 2019
40 yrs.
Industrial facility in Queretaro, Mexico —  2,851  12,748  —  (3) 2,851  12,745  15,596  2,393  1999 Oct. 2019
40 yrs.
Industrial facilities in Houston, TX and Metairie, LA and office facilities in Houston, TX and Mason, OH —  6,130  24,981  2,145  —  6,130  27,126  33,256  4,830  Various Nov. 2019
40 yrs.
Industrial facility in Pardubice, Czech Republic —  1,694  8,793  437  696  1,806  9,814  11,620  1,608  1970 Nov. 2019
40 yrs.
Warehouse facilities in Brabrand, Denmark and Arlandastad, Sweden —  6,499  27,899  151  1,969  6,845  29,673  36,518  5,042  2012; 2017 Nov. 2019
40 yrs.
W. P. Carey 2025 10-K – 116

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2025
(in thousands)
Initial Cost to Company
Cost Capitalized
Subsequent to
Acquisition (a)
Increase 
(Decrease)
in Net
Investments (b)
Gross Amount at which 
Carried at Close of Period (c) (d)
Accumulated Depreciation (d)
 Date of Construction Date Acquired Life on which
Depreciation in Latest
Statement of 
Income
is Computed
   
Description Encumbrances Land Buildings Land Buildings Total
Retail facility in Hamburg, PA —  4,520  34,167  —  —  4,520  34,167  38,687  5,918  2003 Dec. 2019
40 yrs.
Warehouse facility in Charlotte, NC —  6,481  82,936  —  —  6,481  82,936  89,417  13,843  1995 Dec. 2019
40 yrs.
Warehouse facility in Buffalo Grove, IL —  3,287  10,167  1,479  20  3,287  11,666  14,953  1,839  1987 Dec. 2019
40 yrs.
Industrial facility in Hvidovre, Denmark —  1,931  4,243  —  335  2,045  4,464  6,509  954  2007 Dec. 2019
40 yrs.
Warehouse facility in Huddersfield, United Kingdom —  8,659  29,752  —  761  8,831  30,341  39,172  4,825  2005 Dec. 2019
40 yrs.
Warehouse facility in Newark, United Kingdom —  21,869  74,777  —  2,423  22,417  76,652  99,069  11,472  2006 Jan. 2020
40 yrs.
Industrial facility in Langen, Germany —  14,160  7,694  32,173  (1,118) 13,727  39,182  52,909  4,806  2021 Jan. 2020
40 yrs.
Industrial facility in Aurora, OR —  2,914  21,459  —  (5,000) 2,914  16,459  19,373  2,443  1976 Jan. 2020
40 yrs.
Warehouse facility in Vojens, Denmark —  1,031  8,784  —  625  1,096  9,344  10,440  1,382  2020 Jan. 2020
40 yrs.
Warehouse facility in Knoxville, TN —  2,455  47,446  —  —  2,455  47,446  49,901  6,547  2020 Jun. 2020
40 yrs.
Industrial facilities in Bluffton and Plymouth, IN; and Lawrence, KS —  674  33,519  21,216  —  1,738  53,671  55,409  6,466  1981; 2014; 2021 Sep 2020; Dec. 2021
40 yrs.
Industrial facility in Huntley, IL —  5,260  26,617  —  —  5,260  26,617  31,877  3,496  1996 Sep. 2020
40 yrs.
Industrial facilities in Winter Haven, FL; Belvedere, IL; and Fayetteville, NC —  8,232  31,745  —  —  8,232  31,745  39,977  4,144  1954; 1984; 1997 Oct. 2020
40 yrs.
Warehouse facility in Little Canada, MN —  3,384  23,422  —  —  3,384  23,422  26,806  3,028  1987 Oct. 2020
40 yrs.
Warehouse facility in Hurricane, UT —  5,154  22,893  20,517  —  5,154  43,410  48,564  4,858  2005 Dec. 2020
40 yrs.
Industrial facilities in Bethlehem, PA and Waco, TX —  4,673  19,111  —  —  4,673  19,111  23,784  2,418  Various Dec. 2020
40 yrs.
Industrial facilities in Pleasanton, KS; Savage, MN; Grove City, OH; and Mahanoy City, PA —  7,717  21,569  —  —  7,717  21,569  29,286  2,696  Various Dec. 2020
40 yrs.
Specialty facilities in Fort Washington, Huntington Valley, and West Chester, PA —  —  492  —  —  —  492  492  61  2011; 2014; 2016 Jan. 2021
40 yrs.
Warehouse facilities in Grove City, OH and Anderson, SC —  1,415  15,151  —  —  1,415  15,151  16,566  1,861  1995; 2001 Feb. 2021
40 yrs.
Office and retail facilities in NJ and PA —  17,537  25,987  —  —  17,537  25,987  43,524  3,175  Various Feb. 2021
40 yrs.
Research and development facility in Wageningen, Netherlands —  1,429  5,777  18,852  4,014  1,646  28,426  30,072  2,479  2022 Mar. 2021
40 yrs.
Retail facilities in France —  15,954  104,578  —  (20,958) 14,938  84,636  99,574  12,432  1968; 1981; 1983 Apr. 2021
40 yrs.
Warehouse facility in Detroit, MI —  3,625  47,743  —  —  3,625  47,743  51,368  5,589  1991 Apr. 2021
40 yrs.
Warehouse facility in Solihull, United Kingdom —  42,137  123,315  —  (4,638) 40,956  119,858  160,814  13,972  2021 May 2021
40 yrs.
Specialty facility in New Rochelle, NY —  3,617  21,590  —  —  3,617  21,590  25,207  2,515  2018 May 2021
40 yrs.
Industrial facility in Groveport, OH —  —  26,639  2,904  —  —  29,543  29,543  3,386  1982 May 2021
40 yrs.
Industrial facility in Dakota, IL —  1,970  50,369  —  —  1,970  50,369  52,339  5,844  1978 May 2021
40 yrs.
Industrial facility in San Jose, CA —  12,808  31,714  —  —  12,808  31,714  44,522  3,677  1984 May 2021
40 yrs.
W. P. Carey 2025 10-K – 117

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2025
(in thousands)
Initial Cost to Company
Cost Capitalized
Subsequent to
Acquisition (a)
Increase 
(Decrease)
in Net
Investments (b)
Gross Amount at which 
Carried at Close of Period (c) (d)
Accumulated Depreciation (d)
 Date of Construction Date Acquired Life on which
Depreciation in Latest
Statement of 
Income
is Computed
   
Description Encumbrances Land Buildings Land Buildings Total
Warehouse facility in Opelika, AL —  2,115  39,980  —  —  2,115  39,980  42,095  4,568  2005 Jun. 2021
40 yrs.
Warehouse facilities in Elk Grove Village and Niles, IL; and Guelph, Canada —  12,932  25,096  209  —  12,932  25,305  38,237  2,869  1962; 1976; 1983 Jun. 2021
40 yrs.
Warehouse facility in Rome, NY —  1,480  47,781  —  —  1,480  47,781  49,261  5,449  2021 Jun. 2021
40 yrs.
Warehouse facility in Frankfort, IN —  5,423  95,915  —  —  5,423  95,915  101,338  10,432  2015 Aug. 2021
40 yrs.
Warehouse facility in Rogers, MN —  1,871  20,959  —  —  1,871  20,959  22,830  2,260  2005 Sep. 2021
40 yrs.
Industrial facilities in Chattanooga, TN —  4,859  29,302  1,453  —  4,859  30,755  35,614  3,138  2006; 2017 Oct. 2021
40 yrs.
Retail facilities in Denmark —  2,695  38,428  —  1,618  2,801  39,940  42,741  4,062  Various Dec. 2021
40 yrs.
Retail facilities in Poland —  15,110  47,511  —  2,708  15,759  49,570  65,329  5,015  Various Dec. 2021
40 yrs.
Industrial facility in Cary, IL —  4,568  31,977  —  —  4,568  31,977  36,545  3,206  1975 Dec. 2021
40 yrs.
Retail facilities in the Netherlands —  9,342  32,770  —  1,666  9,712  34,066  43,778  3,414  Various Dec. 2021
40 yrs.
Specialty facilities in Flemington and Pennsauken, NJ —  1,025  397  832  —  1,025  1,229  2,254  111  Various Dec. 2021
40 yrs.
Industrial facility in Pleasant Prairie, WI —  1,443  16,532  —  —  1,443  16,532  17,975  1,643  2001 Jan. 2022
40 yrs.
Retail facilities in Denmark —  3,295  35,898  —  2,175  3,459  37,909  41,368  3,528  Various Various
40 yrs.
Industrial facilities in Laval, Canada —  5,506  16,678  —  (1,468) 5,202  15,514  20,716  1,467  1966; 1973 Feb. 2022; Mar. 2024
40 yrs.
Warehouse facility in Chattanooga, TN —  5,063  36,645  26,103  102  5,063  62,850  67,913  5,315  2003 Mar. 2022
40 yrs.
Industrial facility in Coatzacoalcos, Mexico —  9,805  17,622  —  —  9,805  17,622  27,427  1,622  1960 Apr. 2022
40 yrs.
Industrial facility in Lowbanks, CA —  3,574  1,605  —  —  3,574  1,605  5,179  148  1967 Apr. 2022
40 yrs.
Industrial facilities in Chicago, IL; Geismar, LA; and Nashville, TN —  9,300  26,945  —  —  9,300  26,945  36,245  2,458  Various May 2022
40 yrs.
Industrial and warehouse facilities in the United States —  9,847  88,227  —  —  9,847  88,227  98,074  8,007  Various May 2022
40 yrs.
Retail facilities in Denmark —  2,228  31,774  —  3,569  2,464  35,107  37,571  3,119  Various Various
40 yrs.
Industrial facility in Medina, OH —  2,029  22,938  —  —  2,029  22,938  24,967  2,031  1963 Jun. 2022
40 yrs.
Warehouse facility in Bree, Belgium —  —  73,302  43  9,628  —  82,973  82,973  7,274  1964 Jun. 2022
40 yrs.
Industrial and warehouse facilities in the United States —  27,543  192,197  —  —  27,543  192,197  219,740  16,508  Various Jul. 2022
40 yrs.
Retail facilities in Denmark —  2,690  33,703  —  4,964  3,059  38,298  41,357  3,198  Various Various
40 yrs.
Office facility in Austin, TX —  31,095  45,393  —  —  31,095  45,393  76,488  3,880  1993 Aug. 2022
40 yrs.
Land in Chicago, IL —  3,873  —  —  —  3,873  —  3,873  —  N/A Aug. 2022 N/A
Retail facilities in Croatia —  1,367  23,337  —  3,663  1,570  26,797  28,367  2,291  2001; 2006 Aug. 2022
40 yrs.
Warehouse facility in Streetsboro, OH —  2,435  9,333  —  —  2,435  9,333  11,768  798  1993 Aug. 2022
40 yrs.
Net-lease self-storage facility in Kissimmee, FL —  923  17,205  11  4  923  17,220  18,143  1,478  2005 Aug. 2022
40 yrs.
Warehouse facility in University Park, IL —  15,377  63,299  20,430  —  15,377  83,729  99,106  5,411  2003 Aug. 2022
40 yrs.
W. P. Carey 2025 10-K – 118

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2025
(in thousands)
Initial Cost to Company
Cost Capitalized
Subsequent to
Acquisition (a)
Increase 
(Decrease)
in Net
Investments (b)
Gross Amount at which 
Carried at Close of Period (c) (d)
Accumulated Depreciation (d)
 Date of Construction Date Acquired Life on which
Depreciation in Latest
Statement of 
Income
is Computed
   
Description Encumbrances Land Buildings Land Buildings Total
Industrial facilities in Surprise, AZ; Temple, GA; and Houston, TX —  2,994  26,100  22,042  —  7,793  43,343  51,136  2,342  1998; 2007; 2011 Aug. 2022
40 yrs.
Warehouse facility in Albany, GA —  3,108  12,220  194  —  3,108  12,414  15,522  1,045  1977 Aug. 2022
40 yrs.
Industrial facilities in Dallas/Fort Worth, TX —  3,918  9,817  405  —  3,918  10,222  14,140  842  1990; 2008 Aug. 2022
40 yrs.
Warehouse facility in Byron Center, MI —  1,925  10,098  —  (5,403) 998  5,622  6,620  833  2015 Aug. 2022
40 yrs.
Net-lease hotel in Albion, Mauritius 1,624  7,633  29,274  —  5,472  8,765  33,614  42,379  2,873  2007 Aug. 2022
40 yrs.
Net-lease self-storage facility in Sebastian, FL —  529  8,027  —  —  529  8,027  8,556  695  1986 Aug. 2022
40 yrs.
Net-lease self-storage facility in Naples, FL —  6,826  20,655  —  —  6,826  20,655  27,481  1,879  1974 Aug. 2022
40 yrs.
Net-lease self-storage facilities in Hesperia and Thousand Palms, CA —  3,105  27,124  —  4  3,105  27,128  30,233  2,331  2007 Aug. 2022
40 yrs.
Net-lease self-storage facility in Stockbridge, GA —  308  7,286  —  —  308  7,286  7,594  635  2003 Aug. 2022
40 yrs.
Industrial facility in Plymouth, MN —  3,693  13,242  914  —  3,693  14,156  17,849  1,213  1975 Aug. 2022
40 yrs.
Net-lease hotel in Hamburg, Germany —  7,328  17,467  272  3,677  8,415  20,329  28,744  1,714  2017 Aug. 2022
40 yrs.
Net-lease self-storage facility in Sarasota, FL —  638  10,312  —  —  638  10,312  10,950  890  2001 Aug. 2022
40 yrs.
Industrial facility in Michalovce, Slovakia —  4,538  19,009  —  3,491  5,211  21,827  27,038  1,866  2006 Aug. 2022
40 yrs.
Net-lease hotel in Stuttgart, Germany —  —  31,276  —  4,637  —  35,913  35,913  3,070  1965 Aug. 2022
40 yrs.
Industrial facility in Menomonee Falls, WI 11,290  2,726  17,453  —  —  2,726  17,453  20,179  1,492  1974 Aug. 2022
40 yrs.
Warehouse facility in Iowa Falls, IA —  997  8,819  —  —  997  8,819  9,816  754  2001 Aug. 2022
40 yrs.
Industrial facility in Hebron, Ohio and warehouse facility in Strongsville, OH —  4,671  5,494  —  —  4,671  5,494  10,165  466  1969; 1999 Aug. 2022
40 yrs.
Warehouse facility in Scarborough, Canada —  5,092  1,868  —  —  5,092  1,868  6,960  158  1980 Aug. 2022
40 yrs
Specialty facilities in West Des Moines, IA and Clifton Park, NY —  3,229  17,080  —  —  3,229  17,080  20,309  1,447  1971; 2021 Aug. 2022
40 yrs.
Industrial facility in Orzinuovi, Italy —  2,473  9,892  —  2,154  2,904  11,615  14,519  973  1978 Aug. 2022
40 yrs.
Specialty facilities in West Chester, PA —  —  559  —  —  —  559  559  52  2022 Oct. 2022
40 yrs.
Industrial facilities in the United States —  11,117  41,107  —  —  11,117  41,107  52,224  3,114  Various Dec. 2022
40 yrs.
Warehouse facility in Romulus, MI —  2,788  33,353  —  —  2,788  33,353  36,141  2,506  2017 Dec. 2022
40 yrs.
Industrial facility in Salisbury, NC —  1,308  13,082  14,147  —  1,308  27,229  28,537  1,625  2015 Dec. 2022
40 yrs.
Industrial facilities in the United States —  11,503  42,967  —  —  11,503  42,967  54,470  3,190  Various Jan. 2023
40 yrs.
Industrial facilities in Italy and Spain —  21,167  56,172  4  6,193  22,862  60,674  83,536  4,214  Various Mar. 2023
40 yrs.
Industrial and warehouse facilities in Canada —  71,228  330,400  —  —  71,228  330,400  401,628  22,743  Various Apr. 2023
40 yrs.
Industrial facilities in Canada, Mexico, and the United States —  11,873  55,997  4,831  (7,389) 11,139  54,173  65,312  3,402  Various Apr. 2023
40 yrs.
W. P. Carey 2025 10-K – 119

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2025
(in thousands)
Initial Cost to Company
Cost Capitalized
Subsequent to
Acquisition (a)
Increase 
(Decrease)
in Net
Investments (b)
Gross Amount at which 
Carried at Close of Period (c) (d)
Accumulated Depreciation (d)
 Date of Construction Date Acquired Life on which
Depreciation in Latest
Statement of 
Income
is Computed
   
Description Encumbrances Land Buildings Land Buildings Total
Retail (car wash) facilities in the United States —  9,511  32,777  —  —  9,511  32,777  42,288  2,106  Various May 2023; Oct. 2023
40 yrs.
Education and specialty facilities in the United States —  11,973  90,101  —  —  11,973  90,101  102,074  5,739  Various Jun. 2023
40 yrs.
Retail (car wash) facilities in the United States —  12,240  36,914  —  —  12,240  36,914  49,154  1,626  2023 Nov. 2023; Oct. 2024
40 yrs.
Industrial and warehouse facilities in Italy, Germany, and Spain —  80,767  191,007  4  21,222  87,407  205,593  293,000  10,315  Various Nov. 2023; Jan. 2024
40 yrs.
Warehouse facility in Houston, TX —  18,999  27,199  —  —  18,999  27,199  46,198  1,410  2000 Dec. 2023
40 yrs.
Industrial and research and development facilities in San Diego, CA —  5,739  6,397  1,536  —  5,739  7,933  13,672  534  1990 Dec. 2023
40 yrs.
Retail facility in Phoenix, AZ —  1,729  9,201  —  —  1,729  9,201  10,930  466  2023 Dec. 2023
40 yrs.
Retail facilities in Doncaster, United Kingdom —  6,133  17,512  —  1,366  6,488  18,523  25,011  916  2010; 2013 Jan. 2024
40 yrs.
Warehouse facility in Commercial Point, OH —  11,363  76,376  —  —  11,363  76,376  87,739  3,323  2022 Apr. 2024
40 yrs.
Warehouse facility in Tucson, AZ —  3,742  30,914  920  —  3,742  31,834  35,576  1,281  2024 May 2024
40 yrs.
Industrial and warehouse facilities in the United States —  11,209  50,311  —  —  11,209  50,311  61,520  2,052  Various May 2024
40 yrs.
Laveen and Mesa, AZ —  4,407  16,938  1,190  —  4,407  18,128  22,535  710  2024 Jun. 2024
40 yrs.
Industrial facilities in La Porte, IN and Moxee, WA 20,537  3,657  25,004  —  —  3,657  25,004  28,661  948  1963; 1990 Jun. 2024
40 yrs.
Industrial and retail facilities in NC 10,778  2,102  12,021  —  —  2,102  12,021  14,123  434  1959; 1995; 2005 Jul. 2024
40 yrs.
Industrial facility in Neenah, WI 10,086  1,734  13,774  —  —  1,734  13,774  15,508  497  1979 Jul. 2024
40 yrs.
Retail facilities in Poland —  5,585  21,834  —  2,224  6,040  23,603  29,643  842  Various Jul. 2024; Sep. 2024
40 yrs.
Retail facility in Las Vegas, NV —  1,103  8,817  —  —  1,103  8,817  9,920  312  2024 Aug. 2024
40 yrs.
Warehouse facility in Alexandria, Canada 13,149  2,180  18,894  —  199  2,201  19,072  21,273  670  1980 Aug. 2024
40 yrs.
Industrial facilities in Oldcastle and Tillsonburg, Canada 7,234  1,133  11,269  —  —  1,133  11,269  12,402  396  1990; 1999 Aug. 2024
40 yrs.
Retail facility in West Des Moines, IA —  —  14,457  —  —  —  14,457  14,457  505  2024 Aug. 2024
40 yrs.
Industrial facility in Lebanon, IN —  4,995  40,345  118  —  4,995  40,463  45,458  1,221  2003 Oct. 2024
40 yrs.
Industrial facility in Shelbyville, KY —  5,704  86,354  —  —  5,704  86,354  92,058  2,601  2024 Oct. 2024
40 yrs.
Land in Stockton, CA —  40,217  7,003  —  —  40,217  7,003  47,220  511  2023 Nov. 2024
15 yrs.
Specialty facility in Weehawken, NJ —  25,016  61,404  —  —  25,016  61,404  86,420  1,682  1990 Nov. 2024
40 yrs.
Retail facilities in the United States —  20,020  64,990  —  —  20,020  64,990  85,010  1,685  Various Various
40 yrs.
Retail facilities in the United States —  6,705  21,003  —  —  6,705  21,003  27,708  554  2023; 2024 Dec. 2024
40 yrs.

W. P. Carey 2025 10-K – 120

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2025
(in thousands)
Initial Cost to Company
Cost Capitalized
Subsequent to
Acquisition (a)
Increase 
(Decrease)
in Net
Investments (b)
Gross Amount at which 
Carried at Close of Period (c) (d)
Accumulated Depreciation (d)
 Date of Construction Date Acquired Life on which
Depreciation in Latest
Statement of 
Income
is Computed
   
Description Encumbrances Land Buildings Land Buildings Total
Retail facility in Manchester, United Kingdom —  —  17,244  —  1,089  —  18,333  18,333  482  2012 Dec. 2024
40 yrs.
Education facility in Yarnfield, United Kingdom —  5,929  14,848  —  1,199  6,332  15,644  21,976  405  1960 Dec. 2024
40 yrs.
Retail facilities in the United States —  9,303  29,973  —  —  9,303  29,973  39,276  768  2023; 2024 Dec. 2024
40 yrs.
Retail facilities in the United States —  3,572  12,111  —  —  3,572  12,111  15,683  307  Various Dec. 2024
40 yrs.
Industrial and warehouse facilities in the United States —  43,240  93,006  —  —  43,240  93,006  136,246  1,968  Various Feb. 2025
40 yrs.
Specialty facility in Mishawaka, IN —  1,176  24,108  —  —  1,176  24,108  25,284  464  2020 Mar. 2025
40 yrs.
Industrial facilities in Germany and Spain —  11,528  25,286  —  1,310  11,938  26,186  38,124  475  Various Apr. 2025
40 yrs.
Warehouse in Santa Fe Springs, CA —  57,869  54,677  —  —  57,869  54,677  112,546  947  1970 Apr. 2025
40 yrs.
Industrial properties in Italy and Spain —  15,294  48,667  —  3,672  16,172  51,461  67,633  821  Various May 2025
40 yrs.
Industrial facility in Chattanooga, TN —  3,162  13,158  —  —  3,162  13,158  16,320  179  1991 Jun. 2025
40 yrs.
Industrial facilities in Boston, MA and Newark, NJ —  71,781  11,357  —  —  71,781  11,357  83,138  154  1970; 1985 Jun. 2025
40 yrs.
Industrial facility in San Francisco, CA —  35,353  5,942  —  —  35,353  5,942  41,295  71  1954 Jul. 2025
40 yrs.
Retail facilities in the United States —  6,027  19,582  —  —  6,027  19,582  25,609  131  Various Various
40 yrs.
Retail facilities in Loughborough and Ilkeston, United Kingdom —  13,777  31,090  —  224  13,846  31,245  45,091  362  1980; 2015 Jul. 2025
40 yrs.
Industrial facility in Houston, TX —  2,325  17,071  —  —  2,325  17,071  19,396  180  2008 Jul. 2025
40 yrs.
Industrial facilities in France and Spain —  13,507  35,420  —  1,299  13,865  36,361  50,226  384  Various Jul. 2025
40 yrs.
Industrial and warehouse facilities in Italy —  15,871  57,573  —  905  16,066  58,283  74,349  578  Various Aug. 2025; Dec. 2025
40 yrs.
Industrial facilities in Mexico —  15,183  29,674  —  —  15,183  29,674  44,857  246  Various Aug. 2025; Oct. 2025
40 yrs.
Industrial facility in Mesquite, TX —  5,325  76,867  —  —  5,325  76,867  82,192  553  2025 Sep. 2025
40 yrs.
Retail facility in Kissimmee, FL —  2,252  9,525  —  —  2,252  9,525  11,777  65  2025 Sep. 2025
40 yrs.
Industrial facilities in Markham and Toronto, Canada; and Lee's Summit, MO —  12,133  43,923  —  596  12,253  44,399  56,652  305  1979; 1980; 1990 Sep. 2025
40 yrs.
Warehouse facility in Compton, CA —  1,660  3,641  —  —  1,660  3,641  5,301  23  1969 Oct. 2025
40 yrs.
Specialty facilities in the United States —  12,385  95,298  —  —  12,385  95,298  107,683  594  2021; 2022 Oct. 2025
40 yrs.
Industrial facility in Wasserburg amm Inn, Germany —  5,814  15,492  —  (47) 5,801  15,458  21,259  17  1964 Dec. 2025
40 yrs.
Retail facilities in the United States —  49,832  228,020  —  —  49,832  228,020  277,852  219  Various Dec. 2025
40 yrs.
Warehouse facilities in Navarra and Zaragoza, Spain —  22,170  46,818  —  29  22,179  46,838  69,017  —  Various Dec. 2025
40 yrs.
Solar projects in the United States —  —  —  11,017  —  —  11,017  11,017  — 
$ 138,526  $ 2,994,071  $ 10,731,745  $ 1,220,756  $ (575,181) $ 2,839,757  $ 11,531,634  $ 14,371,391  $ 2,026,829 
W. P. Carey 2025 10-K – 121

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2025
(in thousands)
Initial Cost to Company
Cost Capitalized
Subsequent to
Acquisition (a)
Increase 
(Decrease)
in Net
Investments (b)
 Gross Amount at
which Carried at
Close of Period
Total 		Date of Construction Date Acquired
Description Encumbrances Land Buildings
Direct Financing Method
Industrial facilities in Irving and Houston, TX $ —  $ —  $ 27,599  $ —  $ (4,467) $ 23,132  1978 Jan. 1998
Warehouse facility in Brierley Hill, United Kingdom —  2,147  12,357  —  (1,405) 13,099  1996 Sep. 2012
Retail facilities in El Paso and Fabens, TX —  4,777  17,823  —  (165) 22,435  Various Jan. 2014
Industrial facility in Mount Carmel, IL —  135  3,265  —  (504) 2,896  1896 Jan. 2014
Industrial facility in Göppingen, Germany —  10,717  60,120  —  (17,839) 52,998  1930 Jan. 2014
Warehouse facilities in Bristol, Leeds, Liverpool, Luton, Newport, Plymouth, and Southampton, United Kingdom —  1,062  23,087  —  791  24,940  Various Oct. 2018
Warehouse facility in Oxnard, CA —  —  10,960  —  (3,145) 7,815  1975 Oct. 2018
Industrial facilities in Bartow, FL; Momence, IL; Smithfield, NC; Hudson, NY; and Ardmore, OK —  4,454  87,030  —  2,787  94,271  Various Oct. 2018
Industrial facility in Countryside, IL —  563  1,457  —  18  2,038  1981 Oct. 2018
Industrial facility in Clarksville, TN 2,120  1,680  10,180  —  (541) 11,319  1998 Oct. 2018
Warehouse facility in Houston, TX —  —  5,977  —  (250) 5,727  1972 Oct. 2018
Warehouse in Chicago, IL —  —  10,517  —  88  10,605  1942 Aug. 2022
Less: allowance for credit losses (3,745) (3,745)
$ 2,120  $ 25,535  $ 270,372  $ —  $ (28,377) $ 267,530 
W. P. Carey 2025 10-K – 122

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2025
(in thousands)
Initial Cost to Company
Cost 
Capitalized
Subsequent to
Acquisition (a)
Increase 
(Decrease)
in Net
Investments (b)
Gross Amount at which Carried 
 at Close of Period (c) (d)
 Life on which
Depreciation
in Latest
Statement of
Income is
Computed
Description Encumbrances Land Buildings Personal Property Land Buildings Personal Property Total
Accumulated Depreciation (d)
 Date of Construction Date Acquired
Operating Real Estate – Hotels
Bloomington, MN $ —  $ 3,810  $ 29,126  $ 3,622  $ 7,500  $ (314) $ 3,874  $ 31,675  $ 8,195  $ 43,744  $ 18,268  2008 Jan. 2014
34 yrs.
Newark, NJ —  4,912  5,581  —  128  —  4,912  5,581  128  10,621  2,054  1989 Sep. 2012
37 yrs.
San Diego, CA —  3,898  33,729  —  339  —  3,898  33,729  339  37,966  12,255  1989 Sep. 2012
37 yrs.
Irvine, CA —  3,720  24,983  —  523  —  3,720  24,983  523  29,226  9,687  1989 Sep. 2012
35 yrs.
Operating Real Estate – Student Housing Facilities
Swansea, United Kingdom —  —  32,884  —  60,474  14,563  —  107,921  —  107,921  8,449  2022 Aug. 2022
40 yrs.
Operating Real Estate – Self-Storage Facilities
Loves Park, IL —  1,412  4,853  —  159  —  1,412  4,973  39  6,424  1,358  1997 Oct. 2018
40 yrs.
Cherry Valley, IL —  1,339  4,160  —  98  —  1,339  4,239  19  5,597  1,107  1988 Oct. 2018
40 yrs.
Rockford, IL —  695  3,873  —  240  —  695  4,098  15  4,808  989  1979 Oct. 2018
40 yrs.
Rockford, IL —  87  785  —  17  —  87  802  —  889  170  1979 Oct. 2018
40 yrs.
Rockford, IL —  454  4,724  —  130  —  454  4,780  74  5,308  955  1957 Oct. 2018
40 yrs.
Peoria, IL —  444  4,944  —  248  —  444  5,167  25  5,636  1,507  1990 Oct. 2018
40 yrs.
East Peoria, IL —  268  3,290  —  119  —  268  3,381  28  3,677  909  1986 Oct. 2018
40 yrs.
Loves Park, IL —  721  2,973  —  70  —  721  3,039  4  3,764  745  1978 Oct. 2018
40 yrs.
Crystal Lake, IL —  1,325  6,056  —  12  —  1,325  6,066  2  7,393  520  1977 Aug. 2022
40 yrs.
Chicago, IL —  787  4,931  —  350  —  787  5,229  52  6,068  471  1990 Aug. 2022
40 yrs.
Dayton, OH —  1,729  5,291  —  17  —  1,729  5,308  —  7,037  182  1978 Aug. 2024
40 yrs.
—  25,601  172,183  3,622  70,424  14,249  25,665  250,971  9,443  286,079  59,626 
__________
(a)Consists of the cost of improvements subsequent to acquisition and acquisition costs, including construction costs on build-to-suit transactions, legal fees, appraisal fees, title costs, and other related professional fees. For business combinations, transaction costs are excluded.
(b)The increase (decrease) in net investment was primarily due to (i) sales of properties, (ii) impairment charges, (iii) changes in foreign currency exchange rates, (iv) allowances for credit loss (Note 6), (v) reclassifications from net investments in direct financing leases to real estate subject to operating leases, and (vi) the amortization of unearned income from net investments in direct financing leases, which produces a periodic rate of return that at times may be greater or less than lease payments received.
(c)Excludes (i) gross lease intangible assets of $3.0 billion and the related accumulated amortization of $1.5 billion, (ii) gross lease intangible liabilities of $202.3 million and the related accumulated amortization of $98.3 million, (iii) sale-leasebacks classified as loans receivable of $857.9 million, (iv) secured loans receivable of $35.8 million (as disclosed in Schedule IV – Mortgage Loans on Real Estate), (v) net investments in sales-type leases of $10.6 million, (vi) assets held for sale, net of $3.3 million, and (vii) real estate under construction of $79.9 million.
(d)A reconciliation of real estate and accumulated depreciation follows:
W. P. Carey 2025 10-K – 123

W. P. CAREY INC.
NOTES TO SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION
(in thousands)
Reconciliation of Real Estate Subject to Operating Leases
Years Ended December 31,
2025 2024 2023
Beginning balance $ 12,786,827  $ 12,049,896  $ 13,316,632 
Acquisitions 1,415,374  991,404  984,283 
Foreign currency translation adjustment 498,340  (237,200) 132,686 
Dispositions (494,755) (354,456) (256,339)
Reclassification from real estate under construction 82,626  83,373  40,479 
Capital improvements 72,703  46,184  54,667 
Impairment charges (55,558) (36,851) (17,885)
Reclassification from operating real estate 54,582  48,370  — 
Reclassification from direct financing leases 14,993  120,921  25,460 
Reclassification to assets held for sale (3,741) —  (46,985)
Reclassification from equity method investments —  84,396  — 
Reclassification to sales-type lease —  (9,210) (662,674)
Derecognition through the Spin-Off —  —  (1,299,400)
Reclassification to operating real estate —  —  (221,028)
Ending balance $ 14,371,391  $ 12,786,827  $ 12,049,896 

Reconciliation of Accumulated Depreciation for
Real Estate Subject to Operating Leases
Years Ended December 31,
2025 2024 2023
Beginning balance $ 1,701,892  $ 1,509,730  $ 1,672,091 
Depreciation expense 331,228  292,770  326,719 
Dispositions (72,359) (73,297) (58,861)
Foreign currency translation adjustment 63,171  (27,239) 14,192 
Reclassification from operating real estate 3,311  2,314  — 
Reclassification to assets held for sale (414) —  (16,539)
Reclassification to sales-type lease —  (2,386) (156,461)
Derecognition through the Spin-Off —  —  (214,977)
Reclassification to operating real estate —  —  (56,434)
Ending balance $ 2,026,829  $ 1,701,892  $ 1,509,730 

Reconciliation of Operating Real Estate
Years Ended December 31,
2025 2024 2023
Beginning balance $ 1,198,676  $ 1,254,719  $ 1,077,326 
Dispositions (862,727) (21,638) (124,237)
Reclassification to operating leases (54,618) (48,370) — 
Impairment charges (8,662) —  — 
Foreign currency translation adjustment 7,461  (1,476) 5,088 
Capital improvements 5,303  4,702  4,593 
Reclassification from real estate under construction 646  3,719  25,452 
Acquisitions —  7,020  45,469 
Reclassification from operating leases —  —  221,028 
Ending balance $ 286,079  $ 1,198,676  $ 1,254,719 

W. P. Carey 2025 10-K – 124

Reconciliation of Accumulated Depreciation for
Operating Real Estate
Years Ended December 31,
2025 2024 2023
Beginning balance $ 100,575  $ 80,057  $ 28,295 
Dispositions (60,612) (5,826) (34,580)
Depreciation expense 22,523  28,752  29,840 
Reclassification to operating leases (3,311) (2,314) — 
Foreign currency translation adjustment 451  (94) 68 
Reclassification from operating leases —  —  56,434 
Ending balance $ 59,626  $ 100,575  $ 80,057 

At December 31, 2025, the aggregate cost of real estate that we and our consolidated subsidiaries own for federal income tax purposes was approximately $17.4 billion.
W. P. Carey 2025 10-K – 125

W. P. CAREY INC.
SCHEDULE IV — MORTGAGE LOANS ON REAL ESTATE
December 31, 2025
(dollars in thousands)
Interest Rate Final Maturity Date Carrying Amount
Description
Financing agreement — Las Vegas retail 8.0  % Dec. 2026 $ 18,367 
Financing agreement — Las Vegas mixed use 7.0  % Nov. 2026 17,416 
$ 35,783 

Reconciliation of Mortgage Loans on Real Estate
  Years Ended December 31,
2025 2024 2023
Beginning balance $ 31,856  $ 11,250  $ 39,250 
Funding of secured loans receivable (Note 6)
 3,927  31,856  — 
Repayments —  (24,000) (28,000)
Gain on repayment of secured loan receivable —  10,650  — 
Change in allowance for credit losses (Note 6)
 —  2,100  — 
Ending balance $ 35,783  $ 31,856  $ 11,250 

W. P. Carey 2025 10-K – 126

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

Our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the required time periods specified in the SEC’s rules and forms; and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls.

Our chief executive officer and chief financial officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025, have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of December 31, 2025 at a reasonable level of assurance.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

We assessed the effectiveness of our internal control over financial reporting at December 31, 2025. In making this assessment, we used criteria set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, we concluded that, at December 31, 2025, our internal control over financial reporting is effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, and in connection therewith, PricewaterhouseCoopers LLP has issued an attestation report on the Company’s effectiveness of internal controls over financial reporting as of December 31, 2025, as stated in their report in Item 8.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

W. P. Carey 2025 10-K – 127

Item 9B. Other Information.

During the three months ended December 31, 2025, no director or officer of the Company, nor the Company itself, adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.
W. P. Carey 2025 10-K – 128

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

This information will be contained in our definitive proxy statement for the 2026 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.

Item 11. Executive Compensation.

This information will be contained in our definitive proxy statement for the 2026 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

This information will be contained in our definitive proxy statement for the 2026 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

This information will be contained in our definitive proxy statement for the 2026 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services.

This information will be contained in our definitive proxy statement for the 2026 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.

W. P. Carey 2025 10-K – 129

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(1) and (2) — Financial statements and schedules: see index to financial statements and schedules included in Item 8.

(3) Exhibits:

The following exhibits are filed with this Report. Documents other than those designated as being filed herewith are incorporated herein by reference.

Exhibit
No.		   Description   Method of Filing
3.1    Articles of Amendment and Restatement of W. P. Carey Inc. dated June 15, 2017  
3.2  Fifth Amended and Restated Bylaws of W. P. Carey Inc. dated June 15, 2017
4.1    Form of Common Stock Certificate  
4.2  Indenture, dated as of March 14, 2014, by and between W. P. Carey Inc., as issuer and U.S. Bank National Association, as trustee
4.3  Fourth Supplemental Indenture, dated as of September 12, 2016, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee
4.4  Form of Note representing $350 Million Aggregate Principal Amount of 4.250% Senior Notes due 2026
4.5  Indenture, dated as of November 8, 2016, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, and U.S. Bank National Association, as trustee
4.6  Second Supplemental Indenture dated as of March 6, 2018, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, and U.S. Bank National Association, as trustee
4.7  Form of Note representing €500 Million Aggregate Principal Amount of 2.125% Senior Notes due 2027
4.8  Third Supplemental Indenture dated as of October 9, 2018, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, and U.S. Bank National Association, as trustee
4.9  Form of Note representing €500 Million Aggregate Principal Amount of 2.250% Senior Notes due 2026
W. P. Carey 2025 10-K – 130

Exhibit
No.		   Description   Method of Filing
4.10  Fifth Supplemental Indenture, dated June 14, 2019, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee
4.11  Form of Note representing $325 Million Aggregate Principal Amount of 3.850% Senior Notes due 2029
4.12  Fourth Supplemental Indenture, dated as of September 19, 2019, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, and U.S. Bank National Association, as trustee
4.13  Form of Note representing €500 Million Aggregate Principal Amount of 1.350% Senior Notes due 2028
4.14  Description of Securities Registered under Section 12 of the Exchange Act
4.15  Sixth Supplemental Indenture, dated October 14, 2020, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee
4.16  Form of Note representing $500 Million Aggregate Principal Amount of 2.400% Senior Notes due 2031
4.17  Seventh Supplemental Indenture, dated February 25, 2021, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee
4.18  Form of Note representing $425 Million Aggregate Principal Amount of 2.250% Senior Notes Due 2033
4.19  Fifth Supplemental Indenture dated as of March 8, 2021, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, and U.S. Bank National Association, as trustee
4.20  Form of Note representing €525 Million Aggregate Principal Amount of 0.950% Senior Notes Due 2030
4.21  Eighth Supplemental Indenture, dated October 15, 2021, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee
4.22  Form of Note representing $350 Million Aggregate Principal Amount of 2.450% Senior Notes due 2032
4.23  Form of Note Representing €150,000,000 Aggregate Principal Amount of 3.410% Senior Notes due 2029
4.24  Form of Note Representing €200,000,000 Aggregate Principal Amount of 3.700% Senior Notes due 2032
4.25  Ninth Supplemental Indenture dated as of May 16, 2024, by and between W. P. Carey Inc., as issuer, and U.S. Bank Trust Company, National Association, as trustee
W. P. Carey 2025 10-K – 131

Exhibit
No.		   Description   Method of Filing
4.26  Form of Note representing €650 Million Aggregate Principal Amount of 4.250% Senior Notes due 2032
4.27  Tenth Supplemental Indenture dated June 28, 2024, by and between W. P. Carey Inc., as issuer, and U.S. Bank Trust Company, National Association, as trustee
4.28  Form of Note representing $400 Million Aggregate Principal Amount of 5.375% Senior Notes due 2032
4.29  Eleventh Supplemental Indenture dated as of November 19, 2024, by and between W. P. Carey Inc., as issuer, and U.S. Bank Trust Company, National Association, as trustee

4.30  Form of Note representing €600 Million Aggregate Principal Amount of 3.700% Senior Notes due 2034
4.31  Twelfth Supplemental Indenture dated as of July 10, 2025, by and between W. P. Carey Inc., as issuer, and U.S. Bank Trust Company, National Association, as trustee
4.32  Form of Note representing $400 Million Aggregate Principal Amount of 4.650% Senior Notes due 2030
10.1†
  
W. P. Carey Inc. 1997 Share Incentive Plan, as amended
  
10.2†
  
W. P. Carey Inc. (formerly W. P. Carey & Co. LLC) Long-Term Incentive Program as amended and restated effective as of September 28, 2012
  
10.3†
  
W. P. Carey Inc. Amended and Restated Deferred Compensation Plan for Employees
  
10.4†
  
Amended and Restated W. P. Carey Inc. 2009 Share Incentive Plan
  
10.5†
  
2017 Annual Incentive Compensation Plan
  
10.6†
  
2017 Share Incentive Plan
  
10.7†
  
Form of Share Option Agreement under the 2017 Share Incentive Plan
  
10.8†
  
Form of Restricted Share Agreement under the 2017 Share Incentive Plan
  
10.9†
Form of Restricted Share Unit Agreement under the 2017 Share Incentive Plan
W. P. Carey 2025 10-K – 132

Exhibit
No.		   Description   Method of Filing
10.10†
Form of Long-Term Performance Share Unit Award Agreement pursuant to the W. P. Carey Inc. 2017 Share Incentive Plan
10.11†
Form of Non-Employee Director Restricted Share Agreement under the 2017 Share Incentive Plan
10.12†
  
W. P. Carey Inc. 2009 Non-Employee Directors’ Incentive Plan
  
10.13†
W. P. Carey Inc. Non-Employee Director Stock Election Plan
10.14†
 Amended & Restated 2017 Share Incentive Plan
10.15†
 Executive Severance Plan effective as of December 19, 2025
10.16†
 Form of Executive Restricted Stock Unit Award Agreement pursuant to the W. P. Carey Inc. Amended and Restated 2017 Share Incentive Plan
10.17†
 Form of Executive Long-Term Performance Share Unit Award Agreement pursuant to the W. P. Carey Inc. Amended and Restated 2017 Share Incentive Plan
10.18* Fifth Amended and Restated Credit Agreement, dated as of December 14, 2023, among W. P. Carey Inc., each Designated Borrower from time to time party thereto, certain Subsidiaries identified therein, as Guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
10.19  First Amendment, dated as of September 20, 2024, to Fifth Amended and Restated Credit Agreement, dated as of December 14, 2023, entered into among W. P. Carey Inc., as Parent Borrower, the Lenders party thereto, and JP Morgan Chase Bank, as administrative agent
10.20  Second Amendment to Fifth Amended and Restated Credit Agreement, dated as of March 31, 2025, among W. P. Carey Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
10.21  Agency Agreement dated as of January 19, 2017, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, Elavon Financial Services DAC, UK Branch, as paying agent and U.S. Bank National Association, as transfer agent, registrar and trustee
10.22  Agency Agreement dated as of March 6, 2018, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, Elavon Financial Services DAC, UK Branch, as paying agent and U.S. Bank National Association, as transfer agent, registrar and trustee
W. P. Carey 2025 10-K – 133

Exhibit
No.		   Description   Method of Filing
10.23  Agency Agreement dated as of October 9, 2018, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, Elavon Financial Services DAC, UK Branch, as paying agent and U.S. Bank National Association, as transfer agent, registrar and trustee
10.24  Agency Agreement dated as of March 8, 2021, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, Elavon Financial Services DAC, as paying agent and U.S. Bank National Association, as transfer agent, registrar and trustee
10.25  Note Purchase Agreement, dated August 31, 2022, by and among W. P. Carey Inc. and the purchasers listed in the purchaser schedule thereto
10.26  Separation and Distribution Agreement, dated October 31, 2023, between W. P. Carey Inc. and Net Lease Office Properties
10.27* Tax Matters Agreement, dated October 31, 2023, between W. P. Carey Inc. and Net Lease Office Properties
10.28* Advisory Agreement, dated November 1, 2023, between W. P. Carey & Co. B.V. and Net Lease Office Properties
10.29* Advisory Agreement, dated November 1, 2023, between W. P. Carey Management LLC and Net Lease Office Properties
19.1  W. P. Carey Inc. Statement of Policy Concerning Securities Trading
21.1    List of Registrant Subsidiaries  
23.1    Consent of PricewaterhouseCoopers LLP  
31.1    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  
31.2    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  
32    Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  
97.1  Clawback Policy
99.1    Director and Officer Indemnification Policy  
99.2  Form of Master ATM Forward Confirmation
W. P. Carey 2025 10-K – 134

Exhibit
No.		   Description   Method of Filing
101.INS XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document. Filed herewith
101.SCH XBRL Taxonomy Extension Schema Document Filed herewith
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith
101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith
101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed herewith
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith
104  Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) Filed herewith
______________________
† The referenced exhibit is a management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15 (a)(3) of Form 10-K.
* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits or schedules so furnished.
W. P. Carey 2025 10-K – 135

Item 16. Form 10-K Summary.

None.
W. P. Carey 2025 10-K – 136

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
    W. P. Carey Inc.
   
Date: February 11, 2026 By:  /s/ ToniAnn Sanzone
    ToniAnn Sanzone
    Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Jason E. Fox Chief Executive Officer and Director February 11, 2026
Jason E. Fox (Principal Executive Officer)  
/s/ ToniAnn Sanzone Chief Financial Officer February 11, 2026
ToniAnn Sanzone (Principal Financial Officer)  
/s/ Brian Zander Chief Accounting Officer February 11, 2026
Brian Zander (Principal Accounting Officer)  
/s/ Christopher J. Niehaus Chair of the Board and Director February 11, 2026
Christopher J. Niehaus    
/s/ Constantin H. Beier Director February 11, 2026
Constantin H. Beier
/s/ Tonit M. Calaway Director February 11, 2026
Tonit M. Calaway
/s/ Peter J. Farrell Director February 11, 2026
Peter J. Farrell
/s/ Robert J. Flanagan Director February 11, 2026
Robert J. Flanagan
/s/ Rhonda O. Gass Director February 11, 2026
Rhonda O. Gass
/s/ Margaret G. Lewis Director February 11, 2026
Margaret G. Lewis
/s/ Elisabeth T. Stheeman Director February 11, 2026
Elisabeth T. Stheeman

W. P. Carey 2025 10-K – 137
EX-10.15 2 wpc202510-kexh1015.htm EX-10.15 Document
Exhibit 10.15
EXECUTIVE SEVERANCE PLAN
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of W. P. Carey Inc. (the “Company”) has adopted this Executive Severance Plan (the “Plan”), effective as of December 19, 2025. Capitalized terms not otherwise defined in the Plan shall have the meanings set forth in Exhibit A hereto. The Plan does not modify or supersede any of the Company’s outstanding equity and equity-based awards which shall continue to be governed by the Company’s 2017 Share Incentive Plan and the Amended and Restated 2017 Share Incentive Plan (the “A&R 2017 Plan”) (or any successor plan) and the applicable award agreements issued thereunder.
1.Participation. The Plan shall apply to persons designated for participation in the Plan by the Committee from time to time (collectively, the “Participants”).
2.Administration. The Plan shall be administered by the Committee, which shall have authority, subject to the express provisions of the Plan, to interpret the Plan and make all other determinations necessary or advisable for the administration of the Plan. All decisions, interpretations and other actions of the Committee shall be final, conclusive and binding on all parties.
3.Term and Amendment. The Committee may amend or terminate the Plan at any time and for any reason, provided (i) no termination or amendment that is materially adverse to any Participant may take effect with respect to such Participant until three (3) months following such termination or amendment, (ii) no termination or amendment will materially and adversely affect the rights of any Participant whose employment terminated prior to the date of such amendment or termination, and (iii) in the event of a Change of Control, no termination or amendment will materially and adversely affect the rights of any Participant as of the date of the Change of Control without the consent of such Participant.
4.Termination without Cause or for Good Reason. Upon a Participant’s termination of employment by the Company without Cause or by the Participant for Good Reason, the Participant shall be entitled to receive the Accrued Rights. In addition, and subject to the terms and conditions of Section 8, the Participant shall be eligible to receive the benefits set forth below.
(a)The Company shall make a cash payment to the Participant equal to the product of the severance multiple set forth in the table below and the Participant’s Severance Basis, payable as provided under Section 8.
Level Severance Multiple Change of Control Severance Multiple
Chief Executive Officer
    2.0x
    3.0x
Other Participants
    1.0x
    2.0x

The “Severance Basis” is equal to the sum of (x) the Participant’s annual base salary in effect immediately prior to termination and (y) the Participant’s average annual bonus, whether paid in cash or as equity (for avoidance of doubt, the average annual bonus does not include any equity awards), for the most recent three full fiscal years, or, if the Participant was eligible to receive an annual bonus for less than three full fiscal years prior to termination, the average annual bonus paid, if any, for the one or two full fiscal years prior to termination, as applicable. If the Participant was not eligible to receive an annual bonus for the full fiscal year prior to termination, then (x) the Participant’s “Severance Basis” is equal to the Participant’s annual base salary in effect immediately prior to termination and (y) the Participant’s target annual bonus for the current fiscal year. Notwithstanding the foregoing, the Participant’s base salary and average annual bonus will be determined without regard to any reduction that was the basis for a resignation for Good Reason, but with regard to any clawback, recoupment or similar policy of the Company in effect from time to time.


The change of control severance multiple will apply in the event the Participant’s termination of employment by the Company without Cause or by the Participant for Good Reason occurs within twenty-four (24) months following a Change of Control (as defined in Exhibit A).
(b)With respect to the annual bonus for the fiscal year of termination, the Company shall make a cash payment to the Participant equal to the amount that would be earned by the Participant based on actual performance for such fiscal year for any Company goals and target performance for any individual goals, payable in a single lump sum at the same time as annual bonuses are paid to similarly situated executives of the Company, pro-rated based on the number of days from the first day of the fiscal year to the date of termination; provided, however, that in the event the Participant’s termination of employment by the Company without Cause or by the Participant for Good Reason occurs within twenty-four (24) months following a Change of Control, the pro rated bonus shall be based on the target bonus amount, payable in a single lump sum at the time of termination.
(c)Subject to the Participant’s timely election of COBRA coverage under the Company’s then-current group health plan, the Company shall pay to the group health plan carrier on the Participant’s behalf, with respect to each month during the 18-month period (or 24-month period in the event the change of control severance multiple applies) following the Participant’s date of termination (the “Coverage Period”), an amount equal to the full monthly COBRA premium cost (at the level and with respect to the dependents as in effect on the date Participant’s employment ended). The payments described in this clause (c) shall cease earlier than the expiration of the Coverage Period if the Participant becomes eligible to receive group health coverage from another employer or ceases to be eligible to receive COBRA coverage. Notwithstanding the foregoing, the Company may, in its sole discretion, pay all or part of the benefit set forth in this Section 4(c) as a fully-taxable cash payment.
(d)The Participant shall be eligible to receive any accrued but unpaid annual bonus for the prior compensation year (if any), payable in a single lump sum as provided under Section 8.

5.Termination for Cause or without Good Reason. If a Participant’s employment is terminated by the Company for Cause or by the Participant without Good Reason, the Participant shall be entitled to receive the Accrued Rights The Participant shall not be eligible to receive any other benefits in connection with such termination. Notwithstanding any other provision in the Plan to the contrary, if a Participant terminates his or her employment for Good Reason or a Participant’s employment is terminated by the Company without Cause, and it is subsequently determined that grounds for termination for Cause existed, then such Participant shall be deemed to not have qualified for benefits under Section 4, and such Participant (x) shall be eligible only to receive his or her Accrued Obligations, and (y) shall return to the Company, upon written demand, all amounts paid to such Participant pursuant to Section 4; provided, that if a Participant is required to repay amounts to the Company pursuant to this Section 5, such Participant shall indemnify the Company for all costs (including, without limitation, reasonable attorneys’ fees and expenses) that the Company incurs in collecting such repayment, should the Participant fail to timely make such repayment within 45 days of such written demand.
6.Termination by Death or Disability or Retirement. If a Participant’s employment terminates due to death or Disability, the Participant shall be entitled to receive the Accrued Rights. If a Participant’s employment terminates because of a qualifying retirement (as may be defined in any applicable equity or equity-based award), the Participant shall be entitled to receive the Accrued Rights. The Participant shall not be eligible to receive any other benefits under this Plan in connection with such terminations.
7.Non-Compete/Non-Solicit. The separation agreement and release described in Section 8 will include the following restrictive covenants:


(a)For one (1) year after the date the Participant’s employment ends the Participant will not, either directly or through others, provide services, similar to those the Participant provided to the Company, to any Person in Competition with the Company within North America and Europe. For the avoidance of doubt, it is understood that the business of the Company presently includes the business of acquiring, owning, and managing net leased real estate, and therefore Persons involved in such business are in “Competition” with the Company. The scope and nature of the Participant’s activities and services, and of the business of the Company, may change over time. The scope of this provision will change to cover any changes in the Participant’s activities or services, as well as any changes in the business of the Company, during the Participant’s employment. Nothing herein shall prohibit the Participant from purchasing or owning less than three percent (3%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Participant is not a controlling person of, or a member of a group that controls, such corporation.
(b)For two (2) years after the date the Participant’s employment ends, including but not limited to involuntary termination (the “Non-Solicit Restricted Period”), the Participant shall not directly or indirectly encourage, induce, attempt to induce, recruit, solicit, attempt to solicit (on Participant’s own behalf or on behalf of any other Person), or take any other action that is intended to induce or encourage any employee, consultant, or service provider of the Company who worked for or performed services for the Company during the twenty-four (24) months prior to Participant’s solicitation and with whom Participant had contact or about whom Participant gained confidential information as a result of Participant’s employment (a “Company Employee”) to end or diminish his or her or its relationship with the Company, or take any other action that is intended to induce or encourage any Company Employee to engage in any activity in which Participant is prohibited from engaging, provided that this paragraph shall not be violated by general solicitations for employment not directed at Company Employees or targeting Company Employees.
If the Participant violates the terms of any of the restrictions set forth in this Section 7, the restricted period for purposes of such restriction shall automatically be extended by the period the Participant was in violation.
If any one or more of the provisions contained in this Section 7 shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it to be enforceable to the maximum extent compatible with applicable law.
8.Conditions to Severance; Timing of Payment. Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to Sections 4, 5 or 6 of the Plan (other than the Accrued Rights) (collectively, the “Severance Benefits”) to a Participant shall be conditioned upon (i) the Participant’s execution, delivery to the Company and non-revocation of a separation agreement and general release of claims in a form acceptable to the Company (the “Release Agreement”) (and the expiration of any revocation period contained in such Release Agreement) within 60 days following the date of the Participant’s termination of employment or such shorter period as the Company may provide (such expiration date, the “Release Effective Date”) and (ii) the Participant’s compliance with the obligations set forth in the Release Agreement. If the Participant fails to execute the Release Agreement in such a timely manner so as to permit any revocation period to expire prior to the end of such 60-day (or shorter) period, or timely revokes his or her acceptance of such release following its execution, the Participant shall not be entitled to any of the Severance Benefits.
Where the change in control severance multiple applies, the Severance Benefits shall be paid in a lump sum; otherwise, the Severance Benefits shall be paid in equal installments over the period that corresponds to the severance multiple (e.g., if the severance multiple is 1.0x, the Severance Benefits will be paid over a one-year period).
The Company shall pay or commence providing the Severance Benefits within 30 days following the Release Effective Date; provided, however, that, to the extent that any of the Severance Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “code”), any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the 60th day following the date of the Participant’s termination of employment hereunder, but for the condition on executing the Release Agreement, shall not be made until the first regularly scheduled payroll date whose cutoff date follows such 60th day, after which any remaining Severance Benefits shall thereafter be provided to the Participant according to the applicable schedule set forth herein.


9.Other Severance Benefits/Previous Plans. Participants shall not be entitled to receive any severance payments or benefits from the Company or any of its Affiliates upon a termination of employment, except as set forth in the Plan or as may be approved by the Committee in its discretion. This Plan supersedes any and all prior severance plans or arrangements (including individual agreements) to which any Participant is subject, all of which are hereby terminated as to the Participants. If a Participant enters into a severance plan or arrangement (including an individual agreement) separate from this Plan, such Participant will be ineligible to receive any severance payments or benefits under this Plan.
10.Dispute Resolution/Attorneys’ Fees. Any dispute arising out of or relating to the Plan—other than a claim with respect to Section 7 seeking an injunction, specific performance, or other equitable relief—shall be resolved exclusively by confidential and binding arbitration in accordance with the rules of the American Arbitration Association for resolution of employment disputes then in effect located in New York County, New York. Judgment upon the arbitrator’s award may be entered in any court of competent jurisdiction. Notwithstanding Section 17, the Company and the Participant shall also have the right to enforce Section 7 and any of its provisions by injunction, specific performance, or other equitable relief (in addition to any other remedies that the Participant or the Company may have), without bond and without proving actual damages or the inadequacy of money damages, in any court of competent jurisdiction. In arbitration or a proceeding before a court, the prevailing party shall have the right, in addition to any other relief granted, to recover reasonable attorneys’ fees.
11.Successors. This Plan shall inure to the benefit of and shall be binding upon the Company and its successors and assigns. Any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume and agree to perform the obligations of the Company under this Plan. The Plan shall inure to the benefit of and be enforceable by each Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees or other beneficiaries. If a Participant shall die while any amount remains payable to such Participant hereunder, all such amounts shall be paid to the beneficiaries, executors, personal representatives or administrators of such Participant’s estate.
12.No Right to Continued Service. Nothing contained in the Plan shall (i) confer upon any Participant any right to continue as an employee of the Company, (ii) constitute any contract of employment or agreement to continue employment for any particular period, or (iii) interfere in any way with the right of the Company to terminate a service relationship with any Participant, with or without Cause.
13.No Duty to Mitigate. A Participant shall not be required to mitigate the amount of any payment or benefit provided pursuant to the Plan, nor shall the amount of any such payment or benefits be reduced by any compensation that the Participant receives from any other source, except as set forth in Section 4(c). Notwithstanding the foregoing, the Company shall have the unilateral right to offset the payment of Severance Benefits against amounts due from a Participant under any clawback, recoupment or similar policy of the Company in effect from time to time.
14.Withholding/Section 280G and 409A Matters. The Company shall have the authority and right to withhold an amount sufficient to satisfy federal, state, local and foreign taxes required by law to be withheld with respect to any payments or benefits under the Plan. The provisions with respect to Sections 280G and 409A of the Code on Exhibit B are incorporated into the Plan as if fully set forth herein.


15.Unfunded Plan. The Plan is intended to be an “unfunded” plan for severance benefits. Nothing contained in the Plan shall give a Participant any rights that are greater than those of a general unsecured creditor.
16.No Assignment. Each Participant’s rights under the Plan may not be assigned or transferred in whole or in part, except as set forth in Section 11.
17.Governing Law; Miscellaneous. The Plan shall be construed and interpreted in accordance with the laws of the State New York without reference to the conflict of laws provisions thereof, to the extent not preempted by federal law, which shall otherwise control. To the maximum extent permitted by law, the Participant irrevocably waives any right the Participant may have to a trial by jury. In case any one or more of the provisions, subsections, or sentences contained in the Plan shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of the Plan, and the Plan shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.



EXHIBIT A
Certain Definitions
1.“Accrued Rights” means (i) all accrued but unpaid base salary through the date of termination of the Participant’s employment, (ii) any unpaid or unreimbursed expenses incurred by the Participant in accordance with Company policy, and (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein.
2.“Affiliate” means any Person that directly or indirectly controls, is controlled by or is under common control with the Company. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise.
3.“Cause” means a good-faith determination of the Committee or its designee that the Participant: (1) materially failed to observe and comply with any of the Company’s written policies, including without limitation its policies prohibiting harassment (sexual or otherwise) and discrimination and its policies regarding equal employment opportunity and maintenance of a drug-free work place; (2) willfully and continually failed to substantially perform the Participant’s material duties with the Company; (3) willfully failed to carry out, or comply with, in any material respect any lawful and reasonable written directive of the Company; (4) committed any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of no contest, or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (5) committed any act of dishonesty, illegal conduct, fraud, embezzlement or breach of fiduciary duty either (x) against the Company or any Affiliate, or (y) which is or which is reasonably expected to be materially injurious to the Company or any Affiliate; (6) materially or willfully breached the Plan (including, for the avoidance of doubt, any breach of Section 7); or (7) engaged in gross or willful misconduct that has undermined or is reasonably likely to undermine the reputation and goodwill of the Company or any Affiliate.
4.“Change of Control” shall have the meaning set forth in the A&R 2017 Plan.
5.“Company Group” means, collectively, the Company and its Subsidiaries.
6.“Disability” means the Participant’s substantial inability, including by virtue of physical or mental illness, injury, disability, or other incapacity, to perform the essential functions of the Participant’s position (with or without reasonable accommodation) for a period of ninety (90) consecutive days or more than one hundred eighty (180) days in any twelve (12)-month period. If there is a dispute as to the existence of Disability, Disability will be established if a qualified medical doctor selected by a Participant and the Company so certifies in writing. If a Participant and the Company are unable to agree on the selection of such a doctor, each party will designate a qualified medical doctor who together will select a third doctor who will make the determination. Participant shall be available for an examination by a doctor selected in accordance with this paragraph, which examination will be paid for by the Company. The written medical opinion of the doctor shall be binding upon the parties as to whether a Disability exists and the date such Disability arose. The foregoing paragraph shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities Act (to the extent that it is applicable) and any applicable state or local laws. Any determination of whether Disability exists shall be made by the Committee (or its designee) in its sole discretion.


7.“Good Reason” means the occurrence, prior to the determination of Cause as set forth herein, without the Participant’s written consent, of: (i) a material reduction in the Participant’s base salary or target incentive opportunity, other than as part of a reduction applicable to similarly-situated employees generally; or (ii) the involuntary relocation of the Participant’s principal place of employment to a location more than fifty (50) miles from the Participant’s then-current principal place of employment; provided, however, that Good Reason shall not exist unless the Participant provides the Company with written notice of any such condition constituting Good Reason within thirty (30) days from the initial occurrence of the condition and such condition is not remedied within thirty (30) days of such written notice, and the Participant actually terminates the Participant’s employment at the end of such thirty (30)-day period.
8.“Person” means any individual, corporation, association or other business entity.
9.“Service Recipient” means the member of the Company Group by which the Participant is, or following a termination of employment with the Service Recipient for any reason (including death or Disability) was most recently, principally employed.
10.“Subsidiary” means, with respect to any specified Person: (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of such entity’s voting securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (ii) any partnership, limited liability company or any comparable foreign entity (A) the sole general partner (or functional equivalent thereof) or the managing general partner (or functional equivalent thereof) of which is such Person or Subsidiary of such Person or (B) the only general partners (or functional equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).



EXHIBIT B
Section 280G and 409A Provisions
1.Section 280G. In the event that any payment or benefit received or to be received by a Participant pursuant to the Plan or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this section, be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (“Excise Tax”), then, subject to the provisions of this Section 1, such Payments shall be either (x) provided in full pursuant to the terms of the Plan or any other applicable agreement, or (y) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by the Participant, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Participant otherwise agree in writing, any determination required under this Plan shall be made by an independent advisor designated by the Company and reasonably acceptable to the Participant (the “Independent Advisor”), whose determination shall be conclusive and binding upon the Participant and the Company for all purposes. For purposes of making the calculations required under this Plan, the Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that the Independent Advisor shall assume that the Participant pays all taxes at the highest marginal rate. The Company and the Participant shall furnish to the Independent Advisor such information and documents as the Independent Advisor may reasonably request in order to make a determination under this Section 1. The Company shall bear all costs that the Independent Advisor may incur in connection with any calculations contemplated by this Plan. The reduction of the Payments payable hereunder, if applicable, shall be made by first reducing the cash payments under Section 4(a), second by reducing the COBRA subsidy under Section 4(c), and lastly by reducing any other Payments in a manner determined by the Company, in consultation with the Participant.
2.Section 409A.
(a)    General. The Company intends that the payments and benefits provided under the Plan shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code, and the Plan shall be construed in a manner that effectuates this intent. Neither the Company nor its respective directors, officers, employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan. Notwithstanding anything in the Plan to the contrary, the Committee may amend the Plan, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of remaining exempt from or complying with the requirements of Section 409A of the Code and the administrative regulations and rulings promulgated thereunder. Each payment in a series of payments under the Plan shall be deemed to be a separate payment for purposes of Section 409A of the Code.
(b) Definitional Restrictions. Notwithstanding anything in the Plan to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable under the Plan by reason of the occurrence of a Participant’s separation from service, such Non-Exempt Deferred Compensation will not be payable or distributable to the Participant by reason of such circumstance unless the circumstances giving rise to such separation constitute a “separation from service” under Section 409A of the Code and the applicable regulations.


(c)    Six-Month Delay in Certain Circumstances. In the event that, notwithstanding the clear language of the Plan and the intent of the Company, any amount or benefit under this Plan constitutes Non-Exempt Deferred Compensation and is payable or distributable by reason of a Participant’s separation from service during a period in which the Participant qualifies as a “specified employee” (as defined in Section 409A of the Code and the final regulations thereunder), then, subject to any permissible acceleration of payment under Section 409A of the Code:
a.    the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service under the terms of this Plan will be accumulated through and paid or provided as soon as practicable after the first day of the seventh month following the separation date but in no event later than 30 days (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”); and
b.    the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.
(d)    Expense Reimbursements. To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under the Plan constitutes Non-Exempt Deferred Compensation, (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by the Participant, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.
EX-10.16 3 wpc202510-kexh1016.htm EX-10.16 Document
Exhibit 10.16

Form of Executive RSU Award

W. P. CAREY INC.
RESTRICTED SHARE UNIT AGREEMENT

    AGREEMENT dated as of Grant Date, between W. P. Carey Inc., a Maryland corporation (the “Company”) and Participant Name (the “Grantee”).

    WHEREAS, the Company desires to grant to the Grantee restricted share units (“RSUs”) under the Amended and Restated 2017 Share Incentive Plan (the “Plan”), and the Long-Term Incentive Program thereunder, providing Grantee with the right to receive a common share of the Company (the “Shares”) for each RSU granted to Grantee.

    WHEREAS, the parties to this Agreement wish to provide the terms and conditions upon which the Company will grant RSUs to the Grantee.

    WHEREAS, except as defined in Section 16, all capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

    ACCORDINGLY, the parties agree as follows:

    1. Grant of RSUs. The Company hereby grants to the Grantee #Shares Granted RSUs subject to the terms of this Agreement. Each RSU represents the right to receive a Share, subject to adjustment as provided in the Plan. RSUs shall not be entitled to voting rights.

    2. Vesting and Payment.

    (a) The Grantee’s rights to any RSU granted under this Agreement shall become fully vested and nonforfeitable at the rate of thirty-three and one-third percent (33 ⅓%) per year during which Grantee is employed by or provides services to the Company except as described below. February 15 shall be the anniversary date for purposes of this Agreement so that the first 33 ⅓% of RSUs shall vest on the February 15th of the year following the grant date. Except as provided in this Agreement, if the Grantee’s employment with the Company is terminated for any reason prior to the date on which the RSUs become vested and nonforfeitable, the Grantee shall automatically and immediately forfeit any such unvested RSUs.

    (b)    Notwithstanding subsection (a), if the Grantee’s employment or service with the Company is terminated due to the Grantee’s death or Disability, the Grantee’s rights hereunder shall automatically become fully vested on the date of such termination. With respect to a termination for Disability, the benefits set forth in this subsection are conditioned on the Grantee entering into a separation agreement (including a full release of claims) within 60 days of termination in such form as may be provided by the Company, and if the execution of such separation agreement is subject to a revocation period by applicable law, the separation agreement having not been revoked and the applicable revocation period, which may not exceed 10 days, having expired.



    (c)    Notwithstanding subsection (a), if the Grantee’s employment or service with the Company is terminated by the Company without Cause or by the Grantee for Good Reason, the Grantee’s rights hereunder shall automatically become fully vested on the date of termination. With respect to a termination without Cause or a Resignation for Good Reason, the benefits set forth in this subsection are conditioned on the Grantee entering into a separation agreement (including a full release of claims) within 60 days of termination in such form as may be provided by the Company, and if the execution of such separation agreement is subject to a revocation period by applicable law, the separation agreement having not been revoked and the applicable revocation period, which may not exceed 10 days, having expired.

        (d)    Notwithstanding subsection (a), in the event of the Grantee’s Retirement, any RSU granted under this Agreement that has not become vested as of the date of the Grantee’s Retirement, and that was granted at least six months prior to Retirement, will fully vest on the date of Retirement so long as the Grantee does not breach the separation agreement described in the definition of Retirement below.
    (e)    Subject to Section 2(f), if and to the extent earned, one Share shall be paid in satisfaction of each vested RSU as soon as practicable following vesting, but in no event later than 2½ months following the end of the calendar year in which vesting has occurred and the RSU is no longer subject to a substantial risk of forfeiture.

    (f)    If permitted by the Company, Grantee may elect, in accordance with written plans or procedures adopted by the Company from time to time, to defer the distribution of all or any portion of the Shares that would otherwise be distributed to Grantee hereunder pursuant to Section 2 (“Deferred Shares”), or result from dividend payments thereon as provided in Section 3. Any Deferred Shares shall be credited to a bookkeeping account established on Grantee’s behalf under the Company’s written plans and/or procedures then in effect with respect to such Shares.

    3. Dividend and Distribution Equivalents. With respect to each of the RSUs granted hereunder, each time the Board of the Company shall declare a cash dividend or distribution (or dividend or distribution payable in property other than Shares) with respect to Shares, then provided the record date is on or after the date of this Agreement and before the earliest of (1) the date on which such RSUs are forfeited, (2) the date on which Shares are recorded or paid in satisfaction of such RSUs pursuant to Section 2(e), or (3) the date on which Shares that would otherwise be distributed to Grantee are converted to Deferred Shares under Section 2(f), dividend equivalents will accrue with respect to the RSUs corresponding to the amount of any cash dividend or distribution (or dividend or distribution payable in property other than Shares). Such dividend equivalents will be paid in cash to the Grantee without interest if and to the extent that the underlying RSUs become vested as provided in this Agreement.

In the event that the Grantee receives any additional RSUs as an adjustment with respect to the RSUs granted under this Agreement, such additional RSUs will be subject to the same restrictions as if granted under this Agreement as of the grant date and paid pursuant to Section 2 of this Agreement.
    -2-


    4. Change of Control. Upon the occurrence of (i) a Change of Control and (ii) a Termination of Employment or Service in Connection with a Change of Control, the Grantee’s unvested RSUs shall become fully vested and nonforfeitable. The benefits set forth in this section are conditioned on the Grantee entering into a separation agreement (including a full release of claims) within 60 days of termination in such form as may be provided by the Company, and if the execution of such separation agreement is subject to a revocation period by applicable law, the separation agreement having not been revoked and the applicable revocation period, which may not exceed 10 days, having expired.

    5. Securities Law Compliance. (a) The Grantee represents and agrees that he or she is acquiring any Shares upon payment of the RSUs for his or her own account and not with the intention of reselling or distributing the Shares, except as permitted under this Agreement and any applicable federal and state securities laws.

    (b)    The Company shall have the right to take any actions it may deem necessary or appropriate to ensure that any such issuance of Shares complies with applicable federal and state securities laws.

    6. Nontransferability of Benefits. Any RSUs are not subject to the claims of Grantee’s creditors and may not be voluntarily or involuntarily transferred, assigned, alienated, accelerated or encumbered, other than by Will or the laws of descent and distribution. Any attempt to transfer contrary to the provisions hereof shall be null and void.

    7. Tax Liability. To the extent required by any federal, state or local law, the Grantee shall make such arrangements as may be required or be satisfactory to the Company, in its sole and absolute discretion, for the payment of any tax withholding obligations that arise in connection with the payment of the Shares underlying the RSUs. The Grantee shall pay such required withholding directly to the Company in cash upon request or, to the extent permitted and approved by the Committee, may elect to have such tax withholding obligation satisfied through withholding shares to be issued pursuant to the RSUs or transferring already-owned shares. To the extent the obligation is not or cannot be fully satisfied in this manner, the Company shall have the right to deduct the requisite amount from payments of any kind otherwise due to the Grantee. The Company shall not be required to deliver any Shares under this Agreement until such obligations are satisfied.

    8. Effect on Employment Rights. Nothing in this Agreement shall be construed as giving the Grantee any right to continued employment with the Company. Except as otherwise expressly provided herein, the terms and conditions of the Grantee’s employment with the Company shall remain unchanged.

    -3-

    9. Severability. If any portion of this Agreement shall be held invalid or illegal for any reason, such event shall not affect or render invalid or unenforceable the remainder of this Agreement.

    10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Grantee, his or her beneficiary and the Company and its successors and assigns.

    11. Notice. Any notice, consent, election or demand required or permitted to be given under the provisions of this Agreement shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent, election or demand is to be mailed, it shall be sent by United States certified mail, postage prepaid, addressed to such party’s last known address, or by facsimile with proof of transmission. The date of such mailing or transmission shall be deemed the date of notice, consent, election or demand.

    12. Administration. The Committee shall have full discretionary authority to (a) interpret, construe and administer this Agreement and to delegate all or a part of its duties and responsibilities hereunder, and (b) make all determinations as to any rights under the Agreement. The interpretation and construction of this Agreement by the Committee or its delegate, and any action taken hereunder, shall be final, binding and conclusive upon all parties in interest. Neither the Committee nor any director, officer or Grantee of the Company shall, in any event, be liable to any person for any action taken or omitted to be taken in connection with the interpretation, construction or administration of this Agreement, so long as such action or omission to act be made in good faith.

    13. Clawback. This award shall be subject to mandatory repayment by the Grantee to the Company to the extent the Grantee is, or in the future becomes, subject to (a) the Company’s Clawback Policy, Recoupment Policy or similar supplemental or successor policy, or (b) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws.

    14. Amendment. Except as provided herein, this Agreement may not be amended, altered or modified in a manner materially adverse to the Grantee, except by a written instrument signed by the parties hereto, or their respective successors, and may not be otherwise terminated except as provided herein.

    15. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to its conflicts of laws provisions.

    16. Definitions. For purposes of this Agreement:

    -4-

(a)“Disability” shall mean the Grantee’s substantial inability, including by virtue of physical or mental illness, injury, disability, or other incapacity, to perform the essential functions of the Grantee’s position (with or without reasonable accommodation) for a period of ninety (90) consecutive days or more than one hundred eighty (180) days in any twelve (12)-month period. If there is a dispute as to the existence of Disability, Disability will be established if a qualified medical doctor selected by a Grantee and the Company so certifies in writing. If a Grantee and the Company are unable to agree on the selection of such a doctor, each party will designate a qualified medical doctor who together will select a third doctor who will make the determination. Grantee agrees to be available for an examination by a doctor selected in accordance with this paragraph, which examination will be paid for by the Company. The written medical opinion of the doctor shall be binding upon the parties as to whether a Disability exists and the date such Disability arose. The foregoing paragraph shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities Act (to the extent that it is applicable) and any applicable state or local laws. Any determination of whether Disability exists shall be made by the Committee (or its designee) in its sole discretion.

(b) “Employment with the Company” shall mean and include any employment by a Subsidiary of the Company and may in the Committee’s sole discretion also include any employment by an Affiliate of the Company that is not a Subsidiary of the Company.

(c)“Cause” means a good-faith determination of the Committee or its designee that the Grantee: (1) materially failed to observe and comply with any of the Company’s written policies, including without limitation its policies prohibiting harassment (sexual or otherwise) and discrimination and its policies regarding equal employment opportunity and maintenance of a drug-free work place; (2) willfully and continually failed to substantially perform the Grantee’s material duties with the Company; (3) willfully failed to carry out, or comply with, in any material respect any lawful and reasonable written directive of the Company; (4) committed any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of no contest, or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (5) committed any act of dishonesty, illegal conduct, fraud, embezzlement or breach of fiduciary duty either (x) against the Company or any Affiliate, or (y) which is or which is reasonably expected to be materially injurious to the Company or any Affiliate; or (6) engaged in gross or willful misconduct that has undermined or is reasonably likely to undermine the reputation and goodwill of the Company or any Affiliate.

(d)“Good Reason” shall mean the occurrence, prior to the determination of Cause as set forth herein, without the Grantee’s written consent, of: (i) a material reduction in the Grantee’s base salary or target incentive opportunity, other than as part of a reduction applicable to similarly-situated employees generally; or (ii) the involuntary relocation of the Grantee’s principal place of employment to a location more than fifty (50) miles from the Grantee’s then-current principal place of employment; provided, however, that Good Reason shall not exist unless the Grantee provides the Company with written notice of any such condition constituting Good Reason within thirty (30) days from the initial occurrence of the condition and such condition is not remedied within thirty (30) days of such written notice, and the Grantee actually terminates the Grantee’s employment at the end of such thirty (30)-day period.

    -5-

(e)For purposes of this Agreement, “Retirement” shall mean the Grantee’s voluntary resignation from employment, other than while grounds for Cause exist, provided that:
a.the Grantee’s age plus years of service with the Company equals at least sixty-five (65) and the Grantee is (A) at least fifty-seven (57) years old, and (B) has at least five years of service with the Company;
b.the Grantee provided the Company written notice that he/she is considering retirement at least three months prior to the retirement date;
c.the Company’s Equity Awards Committee has taken separate action to approve the retirement date and the continued vesting; and
d.the Grantee has entered into a separation agreement (including a full release of claims) with the Company in such form as may be provided by the Company, and if the execution of such separation agreement is subject to a revocation period by applicable law, the separation agreement has not been revoked and the applicable revocation period, which may not exceed 10 days, has expired.

For purposes of this Agreement and this definition of Retirement, Retirement shall not include the Grantee’s resignation from the Company when such resignation is given in connection with the Grantee’s prior acceptance (or planned or contemplated acceptance) of an employment or consulting position or arrangement with an acquiror, owner, or manager of commercial real estate.


    -6-

    IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the date first set forth above.

W. P. CAREY INC.
By:
Title:
GRANTEE:
Name:

    -7-
EX-10.17 4 wpc202510-kexh1017.htm EX-10.17 Document
Exhibit 10.17
Form of Executive PSU Award

LONG-TERM PERFORMANCE SHARE UNIT AWARD AGREEMENT

pursuant to the

W. P. CAREY INC.
AMENDED AND RESTATED 2017 SHARE INCENTIVE PLAN

* * * * * * *

Participant:        Name

Date of Grant:        __________________________________

Number of Performance Share Units granted:    ________________


This Long-Term Performance Share Unit Award Agreement (this “Agreement”) is made as of the Date of Grant set forth above by and between W. P. Carey Inc., a Maryland corporation (the “Company”) and the individual whose name is set forth above (“Participant”), whose address is in care of Company, pursuant to the Company’s Amended and Restated 2017 Share Incentive Plan (the “Plan”) and the Long-Term Incentive Program thereunder. The terms of the Plan are incorporated herein by reference, and terms defined in the Plan have the same meanings in this Agreement unless otherwise defined herein or the context otherwise requires. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the award provided hereunder). In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

1. Grant of Performance Share Units. The Company hereby grants to the Participant, as of the Date of Grant specified above, the number of Performance Share Units specified above (the “Target Award”) with respect to the Shares of the Company. Subject to the terms and conditions herein set forth, these Performance Share Units represent contingent commitments by the Company to issue and deliver (hereafter referred to as “conversion”) to Participant, in recognition of the achievement of specified performance criteria and Participant’s continued service to the Company and at no cost to Participant, Shares at a future date, with the maximum amount of Shares subject to this award to equal 3 times the Target Award plus any Shares issuable under Section 3 hereof, all as subject to adjustment as set forth in Section 3 of the Plan. This Agreement does not entitle Participant to any payment of cash compensation.

The Participant shall not have the rights of a stockholder in respect of the Shares underlying this award until such Shares are delivered to the Participant in accordance with Section 4.


2. Performance Conditions. The Performance Share Units are subject to the following performance conditions:

(a) Performance Period. The Performance Period with respect to this award shall be the three calendar year period January 1, 2026 through December 31, 2028.

(b) Relative Performance. The number of Shares which Participant will be entitled to receive from the Company upon conversion pursuant to this Agreement following the completion of the Performance Period is directly related to the actual level of performance achieved during such period, defined as Threshold, Target, Stretch or Maximum.

(c) Performance Criteria. The Committee shall employ such criteria for evaluating the performance of the Company over the Performance Period as the Committee shall in its discretion deem appropriate (the “Performance Criteria”). These criteria, and the pre-established performance goals with respect thereto, shall be communicated to Participant in a Performance Chart to accompany and be made a part of this Agreement as Appendix A.

(d) Determination of Final Awards. As promptly as practicable upon the completion of the Performance Period, the Committee shall assess and certify the relative achievement of the Performance Criteria and determine the percentage (not to exceed 300%), if any, of the Target Award to be awarded to Participant (the full number of Shares resulting from the application of such percentage being hereinafter called the “Final Award”), provided that the Committee shall bear no liability for any delay in such assessment. The Committee shall have the discretion to adjust the Final Award in accordance with the Plan. As promptly as practicable upon the determination of the Final Award, the Company shall notify Participant of the number of Shares to be issued in connection with the Final Award, including Distribution Reinvestment Shares, as defined below, provided that the Committee and the Company shall bear no liability for any delay in such notification.

3. Dividend Equivalent Rights. The Company shall maintain a bookkeeping account for Participant (the “Distribution Equivalent Account”) for the purpose of crediting additional Shares attributable to the reinvestment of dividends on the Shares into which the Performance Share Units subject to this Agreement may be converted, as if such dividends had been reinvested in such Shares on the date of payment. On the date of payment of a cash dividend, and other distributions made generally to the holders of Shares payable in property other than shares, provided the record date for such distribution occurs on or after the first day of the Performance Period and before recordation or delivery of the Shares under Section 4 or conversion to Deferred Shares under Section 5, and subject to the limitations set forth in Section 7, the Company shall provisionally credit to Participant’s Distribution Equivalent Account a number of Shares (including fractions thereof) (the “Distribution Reinvestment Shares”) equal to (a)x(b)/(c), where (a) equals the Target Award (expressed as the number of Shares to which such Award is equivalent), (b) equals the dollar amount of such distribution per Share, and (c) equals the closing price of Shares on the New York Stock Exchange on such date of payment (or, if the Exchange is closed on such date, on the immediate prior trading date).
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In connection with the determination of the Final Award, the Company shall recalculate the final number of Distribution Reinvestment Shares, if any, deliverable to the Participant by multiplying the number of Distribution Reinvestment Shares calculated based on the preceding paragraph by the achievement percentage used to determine the Final Award as set forth in Section 2(d).

The Shares credited to Participant’s Distribution Equivalent Account shall be subject to the same forfeiture restrictions, performance conditions, restrictions on transferability, and elective deferral opportunities as apply to the Shares into which the Performance Share Units subject to this Agreement may be converted.

4. Delivery of Shares. Subject to the terms of the Plan, and any elective deferral pursuant to Section 5 of this Agreement, within 2½ months following the year in which the Performance Period ends and the Final Award is no longer subject to a substantial risk of forfeiture, the Company shall distribute to Participant the number of Shares comprising the Final Award and the number of Distribution Reinvestment Shares calculated as provided in Section 3. In connection with the delivery of the Shares pursuant to this Agreement, Participant agrees to execute any documents reasonably requested by the Company.

5. Elective Deferral of Receipt of Shares. If permitted by the Company, Participant may elect, in accordance with written plans or procedures adopted by the Company from time to time, to defer the distribution of all or any portion of the Shares that would otherwise be distributed to Participant hereunder pursuant to Section 4 (“Deferred Shares”). Any Deferred Shares shall be credited to a bookkeeping account established on Participant’s behalf under Company’s written plans and/or procedures then in effect with respect to such shares.

6. Non-Transferability. The Performance Share Units created by this Agreement are not transferable by Participant other than by Will or the laws of descent and distribution. Any attempt to transfer contrary to the provisions hereof shall be null and void.

7. Termination of Employment or Service.

(a) Forfeiture of All Rights. If Participant’s employment with, or status as a service provider to, the Company terminates for any reason other than Disability, termination without Cause, Resignation for Good Reason, Retirement or death prior to the conclusion of the Performance Period, the Performance Share Units subject to this Agreement shall immediately be cancelled and this Agreement shall become null and void and Participant (and Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to the Performance Share Units, the Distribution Reinvestment Shares, or the Shares referred to in this Agreement. Notwithstanding the foregoing, the Committee, in its sole discretion, may determine, prior to the effective date of any such termination, that all or a portion of any of the Participant’s unvested Performance Share Units (or Distribution Reinvestment Shares, or Shares) shall not be so cancelled and forfeited.

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(b) Rights Upon other Terminations.

    (i) If the Participant’s employment or service with the Company terminates prior to the conclusion of the Performance Period due to the Participant’s death or Disability, Participant or Participant’s beneficiary, as the case may be, will be entitled to receive the Target Award, and any Distribution Reinvestment Shares credited in connection therewith, issued to the Participant within 30 days of the date of termination; except that, in the event such amount is conditioned upon a separation from service and not compensation the Participant could receive without separating from service, then no such payment may be made to a Participant who is a “specified employee” under Section 409A of the Code until the first day following the six-month anniversary of the Participant’s separation from service if and to the extent necessary to avoid an additional tax under Section 409A of the Code. Distribution Reinvestment Shares in connection with such award shall be calculated as provided in Section 3. The Participant shall have no other or further rights to Performance Share Units, Dividend Reinvestment Shares, or Shares under this Agreement. The award as approved by the Committee shall be final and binding on the Participant and the Company. With respect to a termination for Disability, the benefits set forth in this subsection are conditioned on the Participant entering into a separation agreement (including a full release of claims) within 60 days of termination in such form as may be provided by the Company, and if the execution of such separation agreement is subject to a revocation period by applicable law, the separation agreement having not been revoked and the applicable revocation period, which may not exceed 10 days, having expired.

(ii) Except as provided in Section 7(b)(iii) of this Agreement, if the Participant’s employment or service with the Company terminates prior to the conclusion of the Performance Period due to the Participant’s termination without Cause, Resignation for Good Reason, or Retirement, Participant will be entitled to receive a Pro-Rata Portion of the Final Award, based on actual satisfaction of the Performance Criteria as set forth in Section (2), issued in Shares to the Participant at the end of the Performance Period, and any Distribution Reinvestment Shares credited in connection therewith, issued to the Participant at the time specified in Section 4 of this Agreement; except that, in the event such amount is conditioned upon a separation from service and not compensation the Participant could receive without separating from service, then no such payment may be made to a Participant who is a “specified employee” under Section 409A of the Code until the first day following the six-month anniversary of the Participant’s separation from service if and to the extent necessary to avoid an additional tax under Section 409A of the Code. Distribution Reinvestment Shares in connection with such Final Award shall be calculated as provided in Section 3 through the last day of the Performance Period. Except with respect to such pro-rated portion of the Final Award and the Dividend Reinvestment Shares associated therewith, the Participant shall have no other or further rights to Performance Share Units, Dividend Reinvestment Shares, or Shares under this Agreement. The pro-rated Final Award as approved by the Committee shall be final and binding on the Participant and the Company. With respect to a termination without Cause or a Resignation for Good Reason, the benefits set forth in this subsection are conditioned on the Participant entering into a separation agreement (including a full release of claims) within 60 days of termination in such form as may be provided by the Company, and if the execution of such separation agreement is subject to a revocation period by applicable law, the separation agreement having not been revoked and the applicable revocation period, which may not exceed 10 days, having expired.
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    (iii) Notwithstanding Sections 4 and 7(b)(ii) of this Agreement, if a Change of Control shall occur, Participant will be entitled to receive the Award (the “Designated Award”) calculated at the greater of the Final Award (based on actual satisfaction of the Performance Criteria as of a date reasonably close to the date of the Change of Control as determined by the Committee in its sole discretion) or (ii) the Target Award, and any Distribution Reinvestment Shares credited in connection therewith, subject to the following time vesting conditions. If the Participant’s employment or service with the Company terminates after the Change in Control but prior to the conclusion of the Performance Period due to Disability, termination without Cause, Resignation for Good Reason, Retirement or death, then the Designated Award (and any applicable Distribution Reinvestment Shares) shall fully vest as of the date of termination of service (or, in the event that the Performance Period ends more than 24 months following the Change in Control, the vesting date shall be the conclusions of the Performance Period), provided that (except in the case of death) the Participant must satisfy the separation agreement condition set forth in Section 7(b)(i) and (ii). If the Participant’s employment or service with the Company terminates after the Change in Control but prior to the conclusion of the Performance Period for any other reason, then the Designated Award (and any applicable Distribution Reinvestment Shares) shall be forfeited. If the Participant’s employment or service with the Company continues to the conclusion of the Performance Period, then the Designated Award (and any applicable Distribution Reinvestment Shares) shall fully vest. In the event the Committee determines that in connection with the Change of Control the Award will not be continued, assumed or substituted, then the Designated Award (and any applicable Distribution Reinvestment Shares) shall fully vest as of immediately prior to the date of the Change of Control. Upon full vesting, subject to the terms of the Plan, and any elective deferral pursuant to Section 5 of this Agreement, a Designated Award (and any applicable Dividend Reinvestment Shares) shall be settled in Shares as promptly as practicable and in any event within 2-1/2 months following the year in which the vesting occurs. The payment date of awards considered to be deferred compensation shall not be accelerated and in the event such amount is conditioned upon a separation from service and not compensation the Participant could receive without separating from service, then no such payment may be made to a Participant who is a “specified employee” under Section 409A of the Code until the first day following the six-month anniversary of the Participant’s separation from service if and to the extent necessary to avoid an additional tax under Section 409A of the Code. Distribution Reinvestment Shares in connection with such Designated Award shall be calculated as provided in Section 3 employment. Except with respect to such Designated Award and the Dividend Reinvestment Shares associated therewith, the Participant shall have no other or further rights to Performance Share Units, Dividend Reinvestment Shares, or Shares under this Agreement.
(c) Definitions. For purposes of this Agreement, “Disability” shall mean the Participant’s substantial inability, including by virtue of physical or mental illness, injury, disability, or other incapacity, to perform the essential functions of the Participant’s position (with or without reasonable accommodation) for a period of ninety (90) consecutive days or more than one
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hundred eighty (180) days in any twelve (12)-month period. If there is a dispute as to the existence of Disability, Disability will be established if a qualified medical doctor selected by a Participant and the Company so certifies in writing. If a Participant and the Company are unable to agree on the selection of such a doctor, each party will designate a qualified medical doctor who together will select a third doctor who will make the determination. Participant agrees to be available for an examination by a doctor selected in accordance with this paragraph, which examination will be paid for by the Company. The written medical opinion of the doctor shall be binding upon the parties as to whether a Disability exists and the date such Disability arose. The foregoing paragraph shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities Act (to the extent that it is applicable) and any applicable state or local laws. Any determination of whether Disability exists shall be made by the Committee (or its designee) in its sole discretion.

For purposes of this Agreement, “employment with the Company” shall mean and include any employment by a Subsidiary of the Company and may in the Committee’s sole discretion also include any employment by an Affiliate of the Company that is not a Subsidiary of the Company.

For purposes of this Agreement, “Pro-Rata Portion” will be calculated as (a) x (b)/(c), where (a) equals the number of shares that would have comprised the applicable award had the Participant remained employed by, or continued providing services to, the Company through the last day of the Performance Period, (b) equals the number of days from January 1, 2026 to Participant’s last date of employment with the Company prior to termination of service, and (c) equals 1,095.

For purposes of this Agreement, “Cause” means a good-faith determination of the Committee or its designee that the Participant: (1) materially failed to observe and comply with any of the Company’s written policies, including without limitation its policies prohibiting harassment (sexual or otherwise) and discrimination and its policies regarding equal employment opportunity and maintenance of a drug-free work place; (2) willfully and continually failed to substantially perform the Participant’s material duties with the Company; (3) willfully failed to carry out, or comply with, in any material respect any lawful and reasonable written directive of the Company; (4) committed any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of no contest, or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (5) committed any act of dishonesty, illegal conduct, fraud, embezzlement or breach of fiduciary duty either (x) against the Company or any Affiliate, or (y) which is or which is reasonably expected to be materially injurious to the Company or any Affiliate; or (6) engaged in gross or willful misconduct that has undermined or is reasonably likely to undermine the reputation and goodwill of the Company or any Affiliate.

For purposes of this Agreement, a “Resignation with Good Reason” shall mean the termination of Participant’s employment by the Participant for Good Reason.
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For purposes of this Agreement, “Good Reason” shall mean the occurrence, prior to the determination of Cause as set forth herein, without the Participant’s written consent, of: (i) a material reduction in the Participant’s base salary or target incentive opportunity, other than as part of a reduction applicable to similarly-situated employees generally; or (ii) the involuntary relocation of the Participant’s principal place of employment to a location more than fifty (50) miles from the Participant’s then-current principal place of employment; provided, however, that Good Reason shall not exist unless the Participant provides the Company with written notice of any such condition constituting Good Reason within thirty (30) days from the initial occurrence of the condition and such condition is not remedied within thirty (30) days of such written notice, and the Participant actually terminates the Participant’s employment at the end of such thirty (30)-day period.

For purposes of this Agreement, “Retirement” shall mean the Participant’s voluntary resignation from employment, other than while grounds for Cause exist, provided that:
(i)the Participant’s age plus years of service with the Company equals at least sixty-five (65) and the Participant is (A) at least fifty-seven (57) years old, and (B) has at least five years of service with the Company;
(ii)the Participant provided the Company written notice that he/she is considering retirement at least three months prior to the retirement date;
(iii)the Company’s Equity Awards Committee has taken separate action to approve the retirement date and the continued vesting; and
(iv)the Participant has entered into a separation agreement (including a full release of claims) with the Company in such form as may be provided by the Company, and if the execution of such separation agreement is subject to a revocation period by applicable law, the separation agreement has not been revoked and the applicable revocation period, which may not exceed 10 days, has expired.

For purposes of this Agreement and this definition of Retirement, Retirement shall not include the Participant’s resignation from the Company when such resignation is given in connection with the Participant’s prior acceptance (or planned or contemplated acceptance) of an employment or consulting position or arrangement with an acquiror, owner, or manager of commercial real estate. In addition, the accelerated vesting provided for in Section 7(b)(ii) upon Retirement shall not apply to a Retirement that occurs on a date that is a less than six (6) months following the Date of Grant.

8. Withholding of Income and Other Taxes. To the extent required by any federal, state or local law, the Participant shall make such arrangements as may be required or be satisfactory to the Company, in its sole and absolute discretion, for the payment of any tax withholding obligations that arise in connection with the payment of the Shares underlying the Performance Share Units. The Grantee shall pay such required withholding directly to the Company in cash upon request or, to the extent permitted and approved by the Committee, may elect to have such tax withholding obligation satisfied through withholding shares to be issued pursuant to the Performance Share Units or transferring already-owned shares. To the extent the obligation is not or cannot be fully satisfied in this manner, the Company shall have the right to deduct the requisite amount from payments of any kind otherwise due to the Grantee. The Company shall not be required to deliver any Shares under this Agreement until such obligations are satisfied.
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9. Adjustments. The Performance Share Units, Shares and Dividend Reinvestment Shares are subject to adjustment as provided in Section 3 of the Plan.

10. Legal Compliance. The Company may postpone the time of delivery of certificates of its Shares for such additional time as the Company shall deem necessary or desirable to enable it to comply with the registration requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) or any Rules or Regulations of the Securities and Exchange Commission promulgated thereunder or the requirements of other applicable laws, including state laws relating to authorization, issuance or sale of securities and including the rules and regulations of the New York Stock Exchange or such other exchange on which the Shares may then be listed. The Participant represents and agrees that he or she is acquiring any Shares upon payment of the Performance Share Units for his or her own account and not with the intention of reselling or distributing the Shares, except as permitted under this Agreement and any applicable federal and state securities laws. The Company shall have the right to take any actions it may deem necessary or appropriate to ensure that any issuance of Shares complies with applicable federal and state securities laws.

If Participant fails to accept delivery of the Shares upon tender of delivery thereof, his or her right with respect to such undelivered Shares may be terminated in the Company’s discretion, or terminated in accordance with applicable law.

11. Miscellaneous Provisions.

(a) Effect on Other Employee Benefit Plans. The value of the Performance Share Units granted pursuant to this Agreement and the value of Shares issued and delivered hereunder will not be included as compensation, earnings, salary or other similar terms used when calculating Participant’s benefits under any employee benefit plan sponsored by the Company (or any Subsidiary), except as such plan may otherwise expressly provide.

(b) No Employment Rights. The award of Performance Shares Units granted pursuant to this Agreement does not give Participant any right to remain employed by or otherwise provide services to the Company and there is no obligation for uniformity of treatment of the Participant with any other participant or employee.

(c) Entire Agreement; Amendment. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. Except as provided herein, this Agreement may not be modified or amended in a manner materially adverse to the Participant, except by a writing signed by both the Company and Participant.
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(d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the principles of conflict of laws thereof.

(e) Notices. Any notice which may be required or permitted under this Agreement shall be in writing and shall be delivered in person, or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:

        If such notice is to the Company, to the attention of the Corporate Secretary of Company, or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.

        If such notice is to Participant, at his or her address as shown on the Company’s records, or at such other address as Participant, by notice to the Company, shall designate in writing from time to time.

(f) Compliance with Laws. The issuance of the Shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto, including the rules and regulations of the New York Stock Exchange or such other exchange on which the Shares may then be listed. The Company shall not be obligated to issue any Shares pursuant to this Agreement if such issuance would violate any such requirements.

(g) Clawback. The issuance of the Shares pursuant to this Agreement shall be subject to mandatory repayment by the Grantee to the Company to the extent the Grantee is, or in the future becomes, subject to (a) the Company’s Clawback Policy, Recoupment Policy or similar supplemental or successor policy, or (b) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws.

(h) Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. Participant shall not assign any part of this Agreement without the prior express written consent of the Company in it is discretion.

(i) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

(j) Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

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(k) Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

(l) Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.



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IN WITNESS WHEREOF, COMPANY has caused this Agreement to be executed on its behalf by an officer of the Company thereunto duly authorized and Participant has accepted the terms of this Agreement, both as of the date of grant.

W. P. CAREY INC.
By:
Participant:
Name:
Signature:
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EX-19.1 5 wpc202510-kexh191.htm EX-19.1 Document
Exhibit 19.1
W. P. Carey Inc. Statement of Policy Concerning Securities Trading
Adopted by the Board of Directors – March 9, 2023


1.Executive Summary
The following statement sets forth a high-level summary of the policies of W. P. Carey Inc. (the “Company”) pertaining to the trading of the Company’s securities and other related transactions, by certain Covered Persons (defined below). If you have any questions regarding this statement of policy, please direct them to a member of the Legal Department or any of the other individuals referenced on Appendix A. This policy covers all directors, Section 16 officers and employees of the Company and their respective family members (as described below) as well as any outsiders whom the Chief Legal Officer may designate as an “Insider” due to the fact that they are aware or otherwise have access to “material non-public information” concerning the Company (collectively, the “Covered Persons”). A Section 16 officer is an officer that is an insider subject to Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). This policy applies to any and all transactions involving or with respect to the Company’s securities. For purposes of this policy, the Company’s securities include its common stock, bonds, options to purchase or sell shares of its common stock and any other type of security that the Company may issue which is exercisable or exchangeable for or convertible into shares of its common stock, such as preferred stock, convertible debentures, convertible bonds, warrants and exchange-traded options or other derivative securities and short sales (collectively, the “Company’s
securities”). Transactions in the Company’s securities include not only market transactions, but also private sales of the Company’s securities, pledges of the Company’s securities (to secure a loan or margin account or other similar transactions), as well as charitable donations of the Company’s securities.
In this section, we have set forth a brief summary of the policies. It is essential, however, that you read the entire statement carefully.
•No Insider Trading: It is a violation of the federal securities laws for any person (i) to buy or sell the Company’s securities if they are in possession of material non-public information or (ii) to communicate, “tip” or disclose material non-public information to others who then trade in the Company’s securities. It is the policy of the Company that no Covered Person may, directly or indirectly, including through family members or any other persons or entities, (a) buy or sell any of the Company’s securities (except only under the limited exceptions set out in this statement) or engage in any other action to take personal advantage of any material non-public information concerning the Company or (b) pass any such information on to other person or entity outside of the Company, including, but not limited to, family members or friends.




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•Blackout period: The regular quarterly blackout period during which trading of any of the Company’s securities is prohibited generally begins on the 20th day of the last month of each quarter and extends through the date two days after the Company has released earnings for such quarter (See Section II.B.2 for more information). Special blackout periods may also be implemented from time to time when the Company is contemplating certain extraordinary events (See Section II.B.3 for more information).
•Trading other companies’ securities: You may not trade the securities of another publicly-traded company if you have learned, in the course of your employment with the Company or any of its subsidiaries, material non-public information regarding the other publicly-traded company (See Section II.C for more information).
•Sale of the Company’s securities by affiliates: An “affiliate” of the Company may sell the Company’s securities provided that such sale complies with certain conditions, including volume limitations and manner of sale related regulations described herein. “Affiliates” generally include (but are not limited to) directors and Section 16 officers of the Company and its subsidiaries and family members related to such persons. “Family members” generally include a child, stepchild, parent, stepparent, spouse, sibling, mother- and father-in-law, son- and daughter-in-law, and brother- and sister-in-law of any such person (See Section III.B for more information).
•Limitation on “short-swing” transactions by directors and Section 16 officers: Directors and Section 16 officers of the Company may have liability for “short-swing” profits if they buy and sell (or sell and buy) any of the Company’s securities within a six-month period (See Section II.B for more information).
•Reporting of changes in beneficial ownership: For directors and Section 16 officers of the Company, all changes in the amount or the form of beneficial ownership of the Company’s securities must be reported (See Section IV.A for more information).

Insider Trading 2

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2.Policies on Insider Trading
A.General Federal Securities Law Rule on Insider Trading.
General Federal Securities Law — Trading: It is a violation of the federal securities laws for any person to buy or sell securities if they are in possession of material non-public information. Information is material in this context if it could affect a reasonable person’s decision as to whether to buy, sell or hold a public company’s securities. In simple terms, material information about the Company is any type of information that could reasonably be expected to affect the price of Company’s securities.
Information in this context is considered non-public information if it has not been publicly disclosed. To be considered public, the relevant information must be widely disseminated through SEC filings, the company website, major newswire services, national news services or financial news services and there must be sufficient time for the market at large to digest that information. Notwithstanding anything contained herein to the contrary, if a Covered Person is in possession of material non-public information, such person should refrain from trading in the Company’s securities while in possession thereof.
Example: If an employee of the Company knows that the Company is contemplating a special dividend, that employee is prohibited from buying or selling the Company’s securities until the information has been disclosed to the public.
In addition, the following types of information may be considered material (but please note that this list is not meant to be exhaustive):
•financial performance of the Company, especially quarterly and year-end earnings;
•significant changes in the financial performance outlook or liquidity of the Company;
•internal Company projections that significantly differ from external expectations;
•potential material transactions, including mergers and acquisitions or the sale of significant Company assets or subsidiaries;
•new major leases, or the loss (or potential loss) thereof;
•pending or proposed stock splits, public or private securities/debt offerings or contemplated changes in Company dividend policies or amounts;
•actual or contemplated significant changes in management;
•actual or potential exposure to major litigation, or the resolution of such litigation;

Insider Trading 3

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•imminent or potential changes in the Company’s credit rating by a rating agency;
•statements by stock market analysts regarding the Company and/or its securities;
•potential or pending analyst upgrades or downgrades of any of the Company’s securities;
•potential or pending significant changes in accounting treatment, write-offs or effective tax rate;
•impending bankruptcy or financial liquidity problems;
•gain or loss of a substantial customer or supplier; or
•a significant cybersecurity incident has been experienced by the Company that has not yet been made public
General Federal Securities Law — Tipping: In addition to the prohibition on trading noted above, it is a violation of Federal Securities Laws for any person in possession of material non-public information to provide other persons or entities with such information or to recommend that they buy or sell the Company’s securities as a result of, and while in possession of, such information. That includes communicating, “tipping” or disclosing such information in any manner. In that case, both the tipping person and the person receiving the information may both be held liable.
Example: If an employee of the Company knows that the Company is contemplating a material acquisition of another entity or a portfolio of properties and gives this information to his or her friend, and the friend buys the Company’s securities based on this information, then both the employee and the friend will be held liable for insider trading.
It is the policy of the Company that no Covered Person who is aware of material non-public
information relating to the Company may, directly or indirectly (including through family members or other persons or entities), (a) buy or sell (or otherwise transact, directly or indirectly, in) the Company’s securities (except only under the limited exceptions set out in this statement) or
engage in any other action to take personal advantage of that information or (b) pass that information on to others outside the Company who are not otherwise lawfully in possession of such information, including family and friends.

Insider Trading 4

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B.Guidelines on Trading in the Company’s Securities.
The following guidelines should be followed by all Covered Persons and all Affiliates and family members thereof:
1.Nondisclosure. Material inside information must not be disclosed to anyone, except to (a) persons within the Company whose positions require them to know it or (b) external representatives of the Company under confidentiality obligations with respect to such information and who need to know it, such as Company’s outside counsel or accountants.
2.No Selective Disclosure. Regulation FD (Fair Disclosure) is an SEC regulation that prohibits public companies and persons acting on their behalf from selectively disclosing material non-public information to securities analysts and selected investors before this information is made public.
3.Regular Quarterly Blackout Periods. In order to avoid the trading of the Company’s securities by directors, Section 16 officers and certain other designated employees while in possession of material non-public information, the Company has imposed certain blackout periods during which such persons may not buy or sell (or pledge) the Company’s securities.
•Blackout period: Generally, the blackout period each quarter begins on the 20th day of the last month of each quarter and extends through the start of the second trading day after the Company has released earnings for such quarter. Specific dates of the beginning and end of blackout periods will be communicated regularly.
•Example: For the second calendar quarter of 2025, the blackout period started on June 20th. The first day that trading was permitted was Thursday, July 31st, which was the start of the second trading day after the Company announced its earnings on Tuesday, July 29th.
•Exceptions— the following transactions are allowed during the blackout period:
oThe exercise of tax withholding rights pursuant to which a person elects to have the Company withhold shares to satisfy tax withholding requirements.
oThe exercise of stock options where no Company stock is sold in the market to fund the option exercise and the shares acquired upon exercise are held at least until the then-current blackout period ends.
oTransactions that comply with SEC Rule 10b5-1 pre-arranged written plans.

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4.Special Blackout Periods — Extraordinary Events. Whenever the Company is contemplating an “extraordinary event,” it may be necessary to impose a special blackout period on all or a subset of the Covered Persons. The Chief Legal Officer may, following consultation with the Chief Executive Officer and/or Chief Financial Officer, declare a special blackout period from time-to-time as conditions warrant. No Covered Person subject to or otherwise aware of a special blackout may disclose to any third party that a special blackout period has been designated.
•Examples of extraordinary events: A material acquisition of properties, a material acquisition of another entity, an unusual increase or reduction in dividends, etc. (other examples are set forth in Section II.A)
•Length of Special Blackout Periods: Special blackout periods start from the time designated by the Chief Legal Officer (generally the point in time that such extraordinary event is reasonably likely to occur) and last until such time as designated by the Chief Legal Officer (general the time that the extraordinary event is reported to the public or is no longer reasonably likely to occur). The Company will endeavor to promptly inform those Covered Persons that are affected by a special blackout of such blackout period. However, if you believe that you may be in possession of material non-public information regarding an extraordinary event, contact the Legal Department before any trading (including pledging) in the Company’s securities to make sure that a special blackout period is not in effect.
5.Certain Prohibited Types of Transactions. Without limiting the general restrictions and limitations above, certain types of transactions in Company’s securities are restricted or prohibited because of their nature and potential to result in inadvertent trading violations or perceived inappropriate trading in the Company’s securities:
•Margin Accounts and Pledges. As a general matter, any securities held in a margin account may be sold by the applicable broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when a Covered Person who were to hold Company Securities in a margin account or who were to pledge such securities as collateral is aware of material non-public information or otherwise is not permitted to trade in the Company’s securities, Covered Persons are prohibited (regardless of whether such persons are aware of material non-public information) from holding the Company’s securities in a margin account (including purchasing the Company’s securities on margin) or pledging any of the Company’s securities as collateral for a loan. A limited exception to this prohibition may be allowed in the sole discretion of the Company’s Chief Legal Officer, and then only if:

Insider Trading 6

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othe securities in such margin account are limited to Company securities (in other words, the only collateral (direct or indirect) a decline in the value of which can result in a margin call for loans or advances under the margin account is the Company’s securities); and
owritten notice of the intention to pledge the Company’s securities as collateral for a loan, in a margin account or otherwise, shall have been furnished to the Company’s Chief Legal Officer at least one week prior to the proposed execution of documents evidencing the proposed pledge (or such shorter period as the Company’s Chief Legal Officer may determine in their sole discretion); and the aggregate amount of such loan at the time made or advanced does not exceed forty per-cent (40%) of the then current market value of the Company’s securities pledged as collateral therefor.
•Hedging: Hedging is a strategy to offset or reduce the risk of price fluctuations for an asset or equity. Stock-based compensation or open market purchases of the Company’s stock are intended to align the Company’s executives’ or directors’ interests with the Company’s shareholders. Hedging of the Company’s securities through covered call, collar, short sales of Company’s securities, sales of the Company’s securities “against the box,” buying or selling puts or calls relating to the Company’s securities or other derivative transactions severs the ultimate alignment with shareholders’ interests. Accordingly, hedging transactions relating to the Company’s securities are always prohibited (even if you are not in possession of material non-public information). These types of transactions are prohibited because it is also important to avoid the appearance of an improper transaction (and, in the case of short sales, are prohibited by Section 16(c) of the Exchange Act for Company Section 16 officers and directors).
•“Short sales” of stock are transactions where you borrow securities, sell the borrowed securities and then buy “replacement” securities at a later date to replace the borrowed shares. These also include hedging or monetization transactions (such as zero-cost collars and forward sale contracts) that involve the establishment of a short position or similar arrangements with respect to securities.
•Sales of securities “against the box” are sales in which the securities are not delivered within 20 days or are not deposited in the mail for delivery within five days of the sale.
•A “put” is an option or right to sell specific securities at a specific price before a set date, and a “call” is an option or right to buy specific securities at a specific price before a set date. Generally, call options are purchased when one believes that the price of the securities will rise, whereas put options are purchased when one believes that the price of the securities will fall.
Insider Trading 7

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•Standing Orders. Standing orders are orders placed with a broker to sell or purchase securities at a specified price. Covered Persons are prohibited from placing a standing order to buy or sell the Company’s securities if the order might remain open during a period when such Covered Person is otherwise prohibited from trading in the Company’s securities.
6.Certain Limited Permitted Transactions. There are limited circumstances in which you may buy or sell the Company’s securities without restriction under these policies on insider trading. You may:
•exercise tax withholding rights pursuant to which you elect to have the Company withhold shares of common stock to satisfy tax withholding requirements;
•exercise stock options granted to you by the Company under one of its benefit plans if no Company common stock is sold in the market to fund the option exercise; or
•buy or sell the Company’s securities under a pre-arranged written plan that complies with SEC Rule 10b5-1.
The Audit Committee of the Company’s Board of Directors may, in its discretion, determine to make such other exceptions as it deems suitable.
7.Pre-Clearance of Securities Transactions for Directors and Section 16 Officers. To avoid inadvertent violations of any of the restrictions on transactions in the Company’s securities, all directors and Section 16 officers of the Company must notify and obtain approval from the Chief Legal Officer (or in his or her absence, the Senior Vice President-Corporate Counsel or any other employee designated by the Chief Legal Officer) in advance of all planned transactions in the Company’s securities, whether or not such transactions are outside of, or exempt from, a regular or special blackout period. These procedures also apply to transactions by such person's spouse, other persons living in such person’s household and minor children and to transactions by entities over which such person exercises control.
The Chief Legal Officer (or applicable designee) shall record the date each request is received and the date and time each request is approved or disapproved. Unless revoked, a grant of permission will normally remain valid until the close of trading three business days following the day on which it was granted. If the transaction does not occur during the three-day period, pre- clearance of the transaction must be re-requested.
8.Prohibition on Short Sales. Under Section 16(c), short sales in the Company’s stock by directors and Section 16 officers are illegal. Under Section 16(b) of the Exchange Act certain insiders, namely directors and Section 16 officers, may have liability in respect of transactions in securities of the Company that occur within six months of each other, which is called “short-swing profit liability.” Section 16(b) imposes absolute liability on the Company’s directors and Section 16 officers for any profits made in any combination of purchases and sales (or sales and subsequent purchases) involving the Company’s stock or securities whose value is based upon the Company’s stock. Any short-swing profits are recoverable by the Company; the intent or knowledge of the insider is irrelevant for liability purposes. A limited number of exemptions are available for certain transactions, such as bona fide gifts of securities.
Insider Trading 8

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9.Gifts. Gifts of the Company’s securities cannot be made if an individual is in possession of material nonpublic information. Gifts of the Company’s securities also cannot by made by directors, Section 16 officers or other designated employees during a blackout period. Beginning on February 27, 2023, directors and Section 16 officers are required to report dispositions of bona fide gifts of equity securities on Form 4. See Section IV.A for more information.
C.Trading in Other Companies’ Securities.
No director, Section 16 officer or other employee should place a purchase or sale order, or recommend that another person place a purchase or sale order, in the securities of another corporation if the director, Section 16 officer or employee learns in the course of their employment non- public information about the other corporation that is reasonably likely to affect the value of those securities. In the course of the Company’s business, employees often come into possession of non- public information, particularly financial information, of other entities, where the Company may have a contractual or fiduciary obligation to keep such information confidential. It is imperative when you are in possession of this kind of information that you do not trade or tip another person to trade on this information.
•Example of a violation: If as a director or employee of the Company, you come into possession of company X’s financial information in the process of a potential sale leaseback transaction that is being considered by the Company, and you bought or sold company X’s securities using such information.
D.Penalties for Violations.
•A breach of the insider trading laws could expose you to criminal fines and imprisonment, in addition to civil penalties.
•In addition, punitive damages may be imposed under applicable state laws.
•Directors, Section 16 officers and other employees who violate this policy may also be subject to disciplinary actions by the Company, up to and including dismissal for cause, regardless of whether such failure to comply is a violation of law.

Insider Trading 9

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3.Sales by Affiliates
A.Affiliates.
For purposes of the conditions discussed in this Section III, (i) Affiliates generally include directors and Section 16 officers of the Company and their Family members, and (ii) Family members generally include a child, stepchild, parent, stepparent, spouse, sibling, mother and father-in-law, son and daughter-in-law, and brother and sister-in-law of such persons.
B.Sales of Securities to Affiliates.
Rule 144 under the Securities Act of 1933 allows the sale of securities of the Company by an affiliate of the Company if the following conditions are met:
1.Current Public Information. Current information about the Company must be publicly available at the time of sale. This condition is satisfied if the Company has filed its 10-Ks and 10-Qs timely for 12 months prior to the sale.
2.Volume Limitations. The amount of securities of the Company that can be sold by an Affiliate of the Company during any three-month period cannot exceed the greater of (i) 1% of the outstanding shares of the class or (ii) the average weekly reported trading volume for shares of the class during the four calendar weeks preceding the filing of the notice of sale referred to below.
3.Manner of Sale. Securities of the Company to be sold by an Affiliate must generally be sold in transactions through brokers or directly to certain dealers.
4.Notice of Sale. Beginning April 13, 2023, an Affiliate seller must file a notice of the proposed sale on Form 144 with the SEC at the time the order to sell is placed with their broker. The Company’s stock plan administrator, Fidelity Brokerage Services LLC (“Fidelity”), can handle this filing, if your shares are held at Fidelity. Please contact the Legal Department to coordinate a filing with Fidelity.
•Exception: No Form 144 needs to be filed if the amount to be sold neither exceeds 5,000 shares nor involves sale proceeds greater than $50,000.

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4.Filing Requirements
A.Forms 3, 4 and 5.
Under Section 16(a) of the Exchange Act, insiders subject to Section 16(b) must file with the SEC and the New York Stock Exchange public reports disclosing their holdings of and transactions involving the Company’s securities. Copies of these reports must also be submitted to the Company.
Form 3: An initial report on Form 3 must be filed by every insider within 10 days after election or appointment disclosing all equity securities of the Company beneficially owned by the reporting person on the date they became an insider. Even if no securities were owned on that date, the insider must file a report.
Form 4: Any subsequent change in the nature or amount of beneficial ownership by the insider must be reported on Form 4 and filed by the end of the second business day following the date of the transaction.
Form 5: Certain de minimis transactions may be reported on a Form 5 filed within 45 days after the Company’s fiscal year end. Transactions that should have been, but were not, reported on a Form 4 and transactions that were not reported on a Form 4 must be reported on a Form 5.
What Must Be Reported:
•Purchases and Sales.
•Option Exercises.
•Grants under the Company’s stock benefit plans.
•All changes in the amount or the form (i.e., direct or indirect) of beneficial ownership (not just purchases and sales), including gifts and receipt of share dividends, must be reported.
•A Section 16 officer or director who has ceased to be a Section 16 officer or director must report any transactions after termination that occur within six months of any non-exempt, “opposite-way” transaction that occurred while the person was an insider (example: if a former Section 16 officer who purchased shares three months prior to retirement sells shares within two months after retirement, they must report the sale even though it occurred after leaving the Company).

Insider Trading 11

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•Generally, securities of the Company beneficially owned through partnerships, corporations, trusts, estates, and by family members are subject to reporting. Absent countervailing facts, an insider is presumed to be the beneficial owner of securities held by their spouse and other family members sharing the same home.
B.Guidelines.
All directors and Section 16 officers of the Company must notify the Company’s Section 16 Group (**********) regarding any transactions or changes in their or their family members’ beneficial ownership involving the Company’s securities. This notification must be sent prior to the completion of the transaction or change (so that the applicable filing deadlines can be met. This will ensure that the notice will be received and acted upon in a timely manner in the event that any one person is absent on any particular day. Once such notification has been received, any required reports will be prepared by the Company, submitted for review by the appropriate director or Section 16 officer, as appropriate, and filed electronically with the SEC.
Insider Trading 12
EX-21.1 6 wpc202510-kexh211.htm EX-21.1 Document

Exhibit 21.1

W. P. CAREY INC.
SUBSIDIARIES OF REGISTRANT
Name of Subsidiary Ownership State or Country of Incorporation
24 HR TX (TX) Limited Partnership 100  % Delaware
24 HR-TX (MD) Business Trust 100  % Maryland
24 HR-TX GP (TX) QRS 12-66, Inc. 100  % Delaware
3265 University Parkway Storage 18 (FL) LLC 100  % Delaware
ADCIR (CO) QRS 16-60, Inc. 100  % Delaware
ADCIR EXP (CO) LLC 100  % Delaware
ADVA 15 (GA) LLC 100  % Delaware
ADV-QRS 15 (GA) QRS 15-4, Inc. 100  % Delaware
AFD (MN) LLC 100  % Delaware
AGNL CROWN CANADA NOMINEE CORP 100  % Canada
AGNL PUNCH CANADA NOMINEE CORP 100  % Canada
AGRESTIC (AR) LLC 100  % Delaware
AIR (IL) QRS 14-48, Inc. 100  % Delaware
AIR ENT (OH) LLC 100  % Delaware
Airliq II (IL) LLC 100  % Delaware
Alamo WPC Storage (TX) LLC 100  % Delaware
ALAN JATHOO JV (MULTI) LLC 100  % Delaware
ALL-IN (PA-OH) LLC 100  % Delaware
Alphabet Multi Holding (CAN) ULC 100  % Canada
ALUSA (TX) Limited Partnership 100  % Delaware
ALUSA-GP (TX) QRS 16-72, Inc. 100  % Delaware
ALUSA-LP (DE) QRS 16-73, Inc. 100  % Delaware
American GL Cathedral Storage 17 (CA) LLC 100  % Delaware
American GL Pearl Storage 17 (HI) LLC 100  % Delaware
American JH Storage 17 (Multi) LLC 100  % Delaware
American Subsequent Storage 17 (Multi) LLC 100  % Delaware
American WPC Storage (Multi) LLC 100  % Delaware
American WPC Storage TRS 17-1 (DE) Inc. 100  % Delaware
AMTOLL (NM) QRS 14-39, INC. 100  % Delaware
Ang (Multi) LLC 100  % Delaware
Ang II (Multi) LLC 100  % Delaware
Ang III (Multi) LLC 100  % Delaware
ANTH Campus (CA) LLC 100  % Delaware
Appleton Store, LLC 100  % Wisconsin
Applied Utah (UT) QRS 14-76, Inc. 100  % Delaware
Araxos Sp. z o.o. 100  % Poland
Arboretum Group, L.L.C. 100  % Wisconsin
ARNOLD POLYMER (MULTI) LP 100  % Delaware
ARNOLD POLYMER GP (MULTI) LLC 100  % Delaware
Assembly (MD) 100  % Maryland
ATCHI (IL) LLC 100  % Delaware
Atlanta Self Storage 18 (GA) LLC 100  % Delaware
Auto (FL) QRS 11-39, Inc. 100  % Florida
Auto Investor 17 (DE) LLC 100  % Delaware


SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary Ownership State or Country of Incorporation
AutoPress (GER) LLC 100  % Delaware
Autosafe Airbag 14 (CA) LP 100  % Delaware
AW WPC (KY) LLC 100  % Delaware
AZO Driver (DE) LLC 100  % Delaware
AZO Mechanic (DE) LLC 100  % Delaware
AZO Navigator (DE) LLC 100  % Delaware
AZO Valet (DE) LLC 100  % Delaware
AZO-A L.P. 100  % Delaware
AZO-B L.P. 100  % Delaware
AZO-C L.P. 100  % Delaware
AZO-D L.P. 100  % Delaware
Baltic Retail Properties IISUTI UAB 70  % Lithuania
Barn Cement (TX) LLC 100  % Delaware
BASHFUL (MULTI) LLC 100  % Delaware
BBQ Storage 17 (NY) LLC 100  % Delaware
BBrands (Multi) QRS 16-137, Inc. 100  % Delaware
BDF (CT) QRS 16-82, Inc. 100  % Delaware
Bear T (OH) LLC 100  % Delaware
Beaumont Storage 17 (CA) LLC 100  % Delaware
Berrocal Sp. z o.o. 100  % Poland
Beverage (GER) QRS 16-141 LLC 100  % Delaware
BFS (DE) LP 100  % Delaware
BFS (DE) QRS 14-74, Inc. 100  % Delaware
BG FEE OWNER (KY) LLC 100  % Delaware
BG Ground Terminal (CA) LLC 100  % Delaware
BG Terminal (CA) LLC 100  % Delaware
BG Terminal Investor (CA) LLC 100  % Delaware
BG Terminal Investor II LP 100  % Delaware
Billboard Blackwood (NJ) LLC 100  % Delaware
Billboard Flemington (NJ) LLC 100  % Delaware
Billboard Laurel 295 (NJ) LLC 100  % Delaware
Billboard Laurel 38 (NJ) LLC 100  % Delaware
Billboard Laurel Ems (NJ) LLC 100  % Delaware
Billboard Laurel Ems Easement (NJ) LLC 100  % Delaware
Billboard Pennsauken 38 (NJ) LLC 100  % Delaware
Billboard Pennsauken 70 (NJ) LLC 100  % Delaware
Billboard Raritan (NJ) LLC 100  % Delaware
Billboard Sicklerville (NJ) LLC 100  % Delaware
Billboard West Whiteland (PA) LLC 100  % Delaware
Bill-GP (TX) QRS 14-56, Inc. 100  % Delaware
Bill-MC 14 LP 90  % Delaware
BLUE STEEL (TX) LP 100  % Delaware
BLUE STEEL GP (TX) LLC 100  % Delaware
BLUE STEEL MANAGER (TX) LLC 100  % Delaware
BM-LP (TX) QRS 14-57, Inc. 100  % Delaware
BMOC-HOU GP Holder (TX) LLC 100  % Delaware
BMOC-HOU (TX) LP 100  % Delaware
BMOC-MIA (FL) LLC 100  % Delaware


SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary Ownership State or Country of Incorporation
BMOC-ORL (FL) LLC 100  % Delaware
BN(MA) QRS 11-58, Inc. 100  % Delaware
BOBS (CT) QRS 16-25, Inc. 100  % Delaware
Bohr Bolt (OH) LLC 100  % Delaware
Bolder (CO) QRS 11-44, Inc. 100  % Delaware
Bolt (DE) Limited Partnership 100  % Delaware
Bolt (DE) QRS 15-26, Inc. 100  % Delaware
Bolt (DE) Trust 100  % Maryland
BOS West (MA) LLC 100  % Delaware
Bplast 16 Manager (DE) QRS 16-129, Inc. 100  % Delaware
Bplast 16 Member (DE) QRS 16-128, Inc. 100  % Delaware
Bplast 17 Member (DE) LLC 100  % Delaware
Bplast Expansion Landlord (IN) LLC 100  % Delaware
Bplast Expansion Member (IN) 17 LLC 100  % Delaware
Bplast Landlord (DE) LLC 100  % Delaware
Bplast Two Landlord (IN) LLC 100  % Delaware
Bplast Two Manager (IN) QRS 16-152, Inc. 100  % Delaware
Bplast Two Member (IN) 17 LLC 100  % Delaware
Bplast Two Member (IN) QRS 16-151, Inc. 100  % Delaware
BPS Nevada, LLC 15  % Delaware
Breaking Pat (CAN) I LP 100  % Canada
Breaking Pat Nominee Corp. 100  % Canada
Breaking Pat (US) I LLC 100  % Delaware
BRY-PL (DE) Limited Partnership 100  % Delaware
BRY-PL (MD) Trust 100  % Maryland
BRY-PL GP (DE) QRS 15-57, Inc. 100  % Delaware
BSL Caldwell (NC) LLC 100  % Delaware
BST Torrance Landlord (CA) QRS 14-109, Inc. 100  % Delaware
BT (Multi) LLC 100  % Delaware
BT (PA) QRS 12-25, Inc. 100  % Pennsylvania
BUCKLE UP (MX) LLC 100  % Delaware
BUD HEAVY (MN) LLC 100  % Delaware
Build (CA) QRS 12-24, Inc. 100  % California
BUILT IN A DAY (NY) LLC 100  % Delaware
BUN INTENDED (TN) LLC 100  % Delaware
BUSTED (CA) LP 100  % Delaware
BUSTED GP (CA) LLC 100  % Delaware
Buyersburg (IN) LLC 100  % Delaware
C3PL (MI) LLC 100  % Delaware
Camborne Sp. z o.o. 100  % Poland
Can Storage 18 (TOR) LLC 100  % Delaware
Canelli Sp. z o.o. 100  % Poland
Cantina 17 Landlord (IL) LLC 100  % Delaware
Cantina 17 Manager (IL) LLC 100  % Delaware
Can-Two (DE) QRS 12-67, Inc. 100  % Delaware
Carey 17 Harmon LLC 100  % Delaware
Carey Alfabeto Holding Mx, S. de R.L. de C.V. 100  % Mexico
Carey Alfabeto Landlord Mx, S. de R.L. de C.V. 100  % Mexico


SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary Ownership State or Country of Incorporation
Carey Alphabet (DE) Inc. 100  % Delaware
Carey Alphabet B.V. 100  % Netherlands
Carey Alphabet II GP LLC 100  % Delaware
CAREY ALPHABET II (CAN) LP 100  % Canada
Carey Alphabet (DE) LP 100  % Delaware
Carey Alphabet GP LLC 100  % Delaware
Carey Alphabet II (US) LLC 100  % Delaware
Carey Alphabet II (US) GP LLC 100  % Delaware
CAREY ALPHABET II NOMINEE CORP. 100  % Canada
CAREY ALPHABET PROPERTIES II (MULTI) LLC 100  % Delaware
Carey Asset Management Corp. 100  % Delaware
Carey Asset Management Dallas LLC 100  % Delaware
Carey European Management LLC 100  % Delaware
Carey European SH, LLC 100  % Delaware
Carey Management LLC 100  % Delaware
Carey Market LLC 100  % Delaware
CAREY MARKET LENDER (NV) LLC 100  % Delaware
CAREYOKE JV (OR) LP 100  % Delaware
CAREYOKE JV GP (OR) LLC 100  % Delaware
CAREYOKE JV LP (OR) LLC 100  % Delaware
Carey REIT II, Inc. 100  % Maryland
Casting Landlord (GER) QRS 16-109 LLC 100  % Delaware
Casting Member (GER) QRS 16-108 LLC 100  % Delaware
CAT LOG (WI) LLC 100  % Delaware
CATALINA WM (OR) LLC 100  % Delaware
Cathedral City Storage 17 (CA) LLC 100  % Delaware
Cherry Valley Storage 17 (IL) LLC 100  % Delaware
CHIRO MANAGER (DE) LLC 100  % Delaware
CIP 18 (NY) MEZZ LLC 100  % Delaware
CIP Acquisition Incorporated 100  % Maryland
CIV-News GP (DE) LLC 100  % Delaware
CIV-News (Multi) LP 100  % Delaware
Clean (KY) LLC 100  % Delaware
Clean (KY) QRS 16-22, Inc. 100  % Delaware
CM6-GROUND (MULTI) LLC 100  % Delaware
CM6-Hotel (Multi) LLC 100  % Delaware
CMAR 18 Investor (DE) LLC 100  % Delaware
CMAR Hotel Landlord 18 (Mauritius) Ltd 100  % Mauritius
CM Nathan (MN) LLC 100  % Delaware
Coco (WY) QRS 16-51, Inc. 100  % Delaware
Coco-Dorm (PA) QRS 16-52, Inc. 100  % Delaware
Coco-Dorm (PA) Trust 100  % Maryland
Coco-Dorm (PA), LP 100  % Delaware
COLD AS ICE MANAGER (CA) LLC 100  % Delaware
CONTRATO DE FIDEICOMISO IRRV DE ADM NUMBER 5746 100  % Mexico
Contrato de Fideicomiso Irrevocable Traslativo de Dominio en Zona Restringida y de Administracion numero 3908 100  % Mexico


SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary Ownership State or Country of Incorporation
Contrato De Fideicomiso Revocable de Administracion de Bienes Inmuebles Numero 3801 100  % Mexico
CONTRATO DE FIDEICOMISO REVOCABLE DE ADMINISTRACION DE BIENES INMUEBLES NUMERO 3890 100  % Mexico
Contrato De Fideicomiso Revocable de Adminstracion de Bienes Inmuebles Numero 3968 100  % Mexico
Consys (SC) QRS 16-66, Inc. 100  % Delaware
Consys-9 (SC) LLC 100  % Delaware
Containers (DE) Limited Partnership 100  % Delaware
Containers (DE) QRS 15-36, Inc. 100  % Delaware
COOP (GA) LLC 100  % Delaware
Corporate Property Associates 100  % California
Corporate Property Associates 15 Incorporated 100  % Maryland
Corporate Property Associates 4, A California Limited Partnership 100  % California
Corporate Property Associates 6, A California Limited Partnership 100  % California
Corporate Property Associates 9, L.P., A Delaware Limited Partnership 100  % Delaware
Courtyard Albuquerque Airport Operator LLC 100  % Delaware
Courtyard Baltimore Washington Airport Operator LLC 100  % Delaware
Courtyard Chicago OHare Operator LLC 100  % Delaware
Courtyard Indianapolis Airport Operator LLC 100  % Delaware
Courtyard Irvine John Wayne Airport Operator LLC 100  % Delaware
Courtyard Louisville East Operator LLC 100  % Delaware
Courtyard Newark Liberty international Airport Operator LLC 100  % Delaware
Courtyard Orlando Airport Operator LLC 100  % Delaware
Courtyard Orlando International Drive Convention Center Operator LLC 100  % Delaware
Courtyard Sacramento Operator LLC 100  % Delaware
Courtyard San Diego Sorrento Operator LLC 100  % Delaware
Courtyard Spokane Downtown Operator LLC 100  % Delaware
COWBOY UP DG LLC 100  % Delaware
COWBOY UP DG 2 LLC 100  % Delaware
CP GAL (IN) QRS 16-61, Inc. 100  % Delaware
CP GAL Kennesaw, LLC 100  % Delaware
CP GAL Leawood, LLC 100  % Delaware
CP GAL Lombard, LLC 100  % Delaware
CP GAL Plainfield, LLC 100  % Delaware
CPA 15 Merger Sub Inc. 100  % Maryland
CPA 16 LLC 100  % Delaware
CPA 16 Merger Sub Inc. 100  % Maryland
CPA 17 International Holding and Financing LLC 100  % Delaware
CPA17 Merger Sub LLC 100  % Maryland
CPA 17 Pan-European Holding Cooperatief U.A. 100  % Netherlands
CPA 17 SB1 Lender LLC 100  % Delaware
CPA 17 SB2 Lender LLC 100  % Delaware
CPA 17 SBOP JV Member LLC 100  % Delaware
CPA 17 SBPROP JV Member LLC 100  % Delaware
CPA17 SBOP MANAGER LLC 100  % Delaware
CPA17 SBPROP MANAGER LLC 100  % Delaware
CPA 18 Con s.r.o. 100  % Slovakia
CPA 18 GH Member LLC 100  % Delaware


SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary Ownership State or Country of Incorporation
CPA 18 Integras JV (DE) LLC 100  % Delaware
CPA 18 International Holding and Financing LLC 100  % Delaware
CPA18 Merger Sub LLC 100  % Maryland
CPA 18 Pan-European Holding Coöperatief U.A. 100  % Netherlands
CPA 18 SH (TX) LIMITED PARTNER LLC 100  % Delaware
CPA 18 SH (TX) Special General Partner LLC 100  % Delaware
CPA Paper, Inc. 100  % Delaware
CPA:17 Limited Partnership 100  % Delaware
CPA:18 Limited Partnership 100  % Delaware
CPA16 German (DE) Limited Partnership 100  % Delaware
CPA16 German GP (DE) QRS 16-155, Inc. 100  % Delaware
CPA-CS Holdings LP 90  % Delaware
CQ Landlord (MI) LLC 100  % Delaware
CQ Landlord (Multi) LLC 100  % Delaware
CQ Mezz Manager (Multi) LLC 100  % Delaware
Crafty (AL) LLC 100  % Delaware
Crate (GER) QRS 16-142 LLC 100  % Delaware
CRI (AZ-CO) QRS 16-4, Inc. 100  % Delaware
Crystal Lake Storage 18 (IL) LLC 100  % Delaware
CS-GP 18 (TOR) LLC 100  % Delaware
Cups (DE) LP 100  % Delaware
Cups Number One (DE) LLC 100  % Delaware
Cusona Sp. z o.o. 100  % Poland
CU-SOL (VA) LLC 100  % Delaware
Dan (FL) QRS 15-7, Inc. 100  % Delaware
Darnekusa sp. z o. o. 100  % Poland
DCNETH Landlord (NL) LLC 100  % Delaware
DCNETH Member (NL) QRS 15-102 Inc. 100  % Delaware
Delaware Frame (TX), LP 100  % Delaware
Delmo (DE) QRS 11/12-1, Inc. 100  % Delaware
Delmo (PA) QRS 11-36 100  % Pennsylvania
Delmo (PA) QRS 12-10 100  % Pennsylvania
Delmo 11/12 (DE) LLC 100  % Delaware
DES-Tech GP (TN) QRS 16-49, Inc. 100  % Delaware
DES-Tech LP (TN) QRS 16-50, Inc. 100  % Delaware
Dfence (Belgium) 16 LLC FKA Dfence (Belgium) 16 SRL 100  % Delaware
Dfend 15 LLC 100  % Delaware
Dfend 16 LLC 100  % Delaware
DG ZULU (MULTI) LLC 100  % Delaware
DGB BB (MULTI) LLC 100  % Delaware
DGB BC (MULTI) LLC 100  % Delaware
DGB BD (MULTI) LLC 100  % Delaware
DGB (LA) LLC 100  % Delaware
DGB (LA-OH) LLC 100  % Delaware
DGB BUYER FOUR (WI) LLC 100  % Delaware
DGB BUYER FIVE (WI) LLC 100  % Delaware
DGB BUYER (MULTI) LLC 100  % Delaware
DGB BUYER ONE (IL) LLC 100  % Delaware


SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary Ownership State or Country of Incorporation
DGB BUYER ONE (NY) LLC 100  % Delaware
DGB BUYER ONE (OH) LLC 100  % Delaware
DGB BUYER ONE (WI) LLC 100  % Delaware
DGB BUYER (PA) LLC 100  % Delaware
DGB BUYER SIX (WI) LLC 100  % Delaware
DGB BUYER SEVEN (WI) LLC 100  % Delaware
DGB BUYER THREE (IL) LLC 100  % Delaware
DGB BUYER THREE (NY) LLC 100  % Delaware
DGB BUYER THREE (WI) LLC 100  % Delaware
DGB BUYER TWO (IL) LLC 100  % Delaware
DGB BUYER TWO (NY) LLC 100  % Delaware
DGB BUYER TWO (OH) LLC 100  % Delaware
DGB BUYER TWO (WI) LLC 100  % Delaware
DGB MANAGER (MULTI) LLC 100  % Delaware
Diagalves Sp. z o.o. 100  % Poland
DIFUSÃO – SOCIEDADE IMOBILIÁRIA S.A. 100  % Portugal
DIY Poland Sp. z o.o. 100  % Poland
DOPEY (WI) LLC 100  % Delaware
DOPPIO (IL) LLC 100  % Delaware
Dough (DE) QRS 14-77, Inc. 100  % Delaware
Dough (MD) 100  % Maryland
Dough Lot (DE) QRS 14-110, Inc. 100  % Delaware
Dough Lot (MD) 100  % Maryland
DP Realty Holdings, LLC 100  % Indiana
DP WPC (TX) LLC 100  % Delaware
Drill (DE) Trust 100  % Maryland
Drill GmbH & Co. KG 100  % Germany
DSG (IN) QRS 15-44, Inc. 100  % Delaware
DSG GP (PA) QRS 14-103, Inc. 100  % Delaware
DSG Landlord (PA) L.P. 100  % Delaware
DSG LP (PA) Trust 100  % Maryland
DT Memphis New TRS (DE) LLC 100  % Delaware
DYNAMITE (MULTI) LLC 100  % Delaware
Dyne (DE) LP 100  % Delaware
ED Landlord (GA) LLC 100  % Delaware
Ed Landlord Two (DE) LLC 100  % Delaware
ELECTRIC TRUSTOR (MX) LLC 100  % Delaware
ELL (GER) QRS 16-37, Inc. 100  % Delaware
European Fund Investor LLC 100  % Delaware
Fabric (DE) GP 100  % Delaware
Fast (DE) QRS 14-22, Inc. 100  % Delaware
Faur WPC (OH) LLC 100  % Delaware
Faverga Sp. z o.o. 100  % Poland
Fayetteville Storage 17 (NC) LLC 100  % Delaware
FELIX (MULTI) LLC 100  % Delaware
Finistar (CA-TX) Limited Partnership 100  % Delaware
Finistar GP (CA-TX) QRS 16-21, Inc. 100  % Delaware
Finistar LP (DE) QRS 16-29, Inc. 100  % Delaware


SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary Ownership State or Country of Incorporation
FIRED UP (IL) LLC 100  % Delaware
FIS (MI) LLC 100  % Delaware
Fit(TX)GP QRS 12-60, Inc. 100  % Delaware
Fit(TX) LP 100  % Delaware
Fit(TX) Trust 100  % Maryland
Flan 1 (IL) LLC 100  % Delaware
Flan 4 (Multi) LLC 100  % Delaware
Flan Hud (NY) LLC 100  % Delaware
Flatlands Self Storage NYC Mezz, LLC 100  % Delaware
Flatlands Self Storage NYC, LLC 100  % Delaware
Flavortown (IL) LLC 100  % Delaware
Flex (NE) LLC 100  % Delaware
Flex Member (NE) LLC 100  % Delaware
FLEX-PACK (TN) LLC 100  % Delaware
FLEX-PACK MANAGER (TN) LLC 100  % Delaware
Flipper (FL) LLC 100  % Delaware
FLOUR POWER (CAN) LLC 100  % Delaware
FLOUR POWER (ID) LLC 100  % Delaware
FLOUR POWER (IL) LLC 100  % Delaware
FLOUR POWER (MULTI) LLC 100  % Delaware
FLOUR POWER (UT) LLC 100  % Delaware
FLUX CAPACITOR 121 GW LLC 100  % Delaware
FM Naples Storage 18 (FL) LLC 100  % Delaware
Food (DE) QRS 12-49, Inc. 100  % Delaware
Forever Metal (QC) Ltd. 100  % Canada
FORT-BEN HOLDINGS (ONQC) LTD. 100  % Canada
FORT-NOM HOLDINGS (ONQC) INC. 100  % Canada
Forterra Canada GP LLC 100  % Delaware
Forterra Canada Holdings LP 100  % Delaware
Foss (NH) QRS 16-3, Inc. 100  % Delaware
Four World Landlord (GA) LLC 100  % Delaware
Four World Manager (GA) LLC 100  % Delaware
Frame (TX) QRS 14-25, Inc. 100  % Delaware
Freight (IL) LLC 100  % Delaware
FRO 16 (NC) LLC 100  % Delaware
FRO Man Member 17 (NC) LLC 100  % Delaware
FRO Spin (NC) LLC 100  % Delaware
Furniture Exch Manager (WI) LLC 100  % Delaware
Furniture Exch Manager Too (WI) LLC 100  % Delaware
Furniture Owner (WI) LLC 100  % Delaware
Furniture Owner Too (WI) LLC 100  % Delaware
GAINS (AZ) LLC 100  % Delaware
GAINS EXCH MANAGER LLC 100  % Delaware
GAINS (FL) LLC 100  % Delaware
GAINS LAVEEN (AZ) LLC 100  % Delaware
GAINS MANAGER (FL) LLC 100  % Delaware
GAINS MESA (AZ) LLC 100  % Delaware
GAINS SURPRISE (AZ) LLC 100  % Delaware


SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary Ownership State or Country of Incorporation
GAINS VEGAS (NV) LLC 100  % Delaware
GAL III (IN) QRS 15-49, Inc. 100  % Delaware
GAL III (NJ) QRS 15-45, Inc. 100  % Delaware
GAL III (NY) QRS 15-48, Inc. 100  % Delaware
Galadean Sp. z o.o. 100  % Poland
GEMCHI (IL) LLC 100  % Delaware
GERB TOLLAND QRS (CT) 16 Inc. 100  % Delaware
GFY San Diego (CA) LP 100  % Delaware
GFY SAN DIEGO EXCHANGE MANAGER (CA) LLC 100  % Delaware
GFY SAN DIEGO GP (CA) LLC 100  % Delaware
GIVE ME A BRAKE (OH) LLC 100  % Delaware
GOLD UPGRADE (CA) LLC 100  % Delaware
GOLD UPGRADE (MA-NJ) LLC 100  % Delaware
GOLD UPGRADE MANAGER (MA-NJ) LLC 100  % Delaware
Global Aperta SLU 100  % Spain
Global Elegan S.L.U. 100  % Spain
Global Lezo, S.L.U. 100  % Spain
Global Pumarejo S.L. 100  % Spain
Global Tavascan SOCIMI S.A. (fka Global Tavascan SLU) 100  % Spain
Global Yatros SLU 100  % Spain
Go Green (OH) LLC 100  % Delaware
Goldyard, S.L. 100  % Spain
GONE FISHING (PA) LLC 100  % Delaware
GR UK Retail Unit Trust 100  % Jersey
Granite Landlord (GA) LLC 100  % Delaware
GRC (TX) Limited Partnership 100  % Delaware
GRC (TX) Trust 100  % Maryland
GRC-II (TX) Limited Partnership 100  % Delaware
GROVEPORT OWNER (OH) LLC 100  % Delaware
Guggenheim Credit Income Fund 3  % Delaware
Guitar Mass (TN) QRS 14-36, Inc. 100  % Delaware
Guitar Plus (TN) QRS 14-37, Inc. 100  % Delaware
H2 17 Investor (GER) LLC 100  % Delaware
H2 Investor (GER) QRS 14-104 LLC 100  % Delaware
H2 Investor (GER) QRS 15-91, Inc. 100  % Delaware
H2 Investor (GER) QRS 16-100, Inc. 100  % Delaware
Hammer (DE) Limited Partnership 100  % Delaware
Hammer (DE) LP QRS 12-65, Inc. 100  % Delaware
Hammer (DE) LP QRS 14-100, Inc. 100  % Delaware
Hammer (DE) LP QRS 15-33, Inc. 100  % Delaware
Hammer (DE) QRS 15-32, Inc. 100  % Delaware
Hammer (DE) Trust 100  % Maryland
Hammer Time (TX) LLC 100  % Delaware
Hammer Time Owner (TX) LP 100  % Delaware
Hans Gruber Godo Kaisha 100  % Japan
HAPPY (NC) LLC 100  % Delaware
HAPPY GP (NC) LLC 100  % Delaware
Hawk JV Landlord Two (IA) LLC 90  % Delaware


SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary Ownership State or Country of Incorporation
Hawk Landlord (IA) LLC 100  % Delaware
Hawk Landlord Two (IA) LLC 90  % Delaware
Hawk Two (IA) LLC 100  % Delaware
HCF GP (CA) LLC 100  % Delaware
HCF Landlord (CA) LP 100  % Delaware
Hellweg GmbH & Co. Vermögensverwaltungs KG 100  % Germany
Hesperia Storage 17 (CA) LLC 100  % Delaware
HF Landlord (SC) LLC 100  % Delaware
HF Member (SC) LLC 100  % Delaware
HF Three Landlord (SC) LLC 100  % Delaware
HF Two Landlord (SC) LLC 100  % Delaware
HIPPOCRATES (MULTI) LLC 100  % Delaware
HLWG B Note Purchaser (DE) LLC 100  % Delaware
HLWG Two (GER) LLC 100  % Delaware
HOAGIES (FL) LLC 100  % Delaware
HOB (TX) LLC 100  % Delaware
HOCUS POCUS STORAGE LLC 100  % Delaware
HP STORAGE OWNER LLC 100  % Delaware
Hoe Management GmbH 100  % Germany
Holiday Storage 17 (FL) LLC 100  % Delaware
Honey Badger GP LLC 100  % Delaware
Honey Badger (NC) LP 100  % Delaware
HOT AIR (CANADA) LLC 100  % Delaware
HOT AIR (MULTI) LLC 100  % Delaware
HOT AIR NOMINEE CORP. 100  % Delaware
Hotel Airport Stuttgart Grundstücks GmbH 95  % Germany
Hotel (MN) QRS 16-84, Inc. 100  % Delaware
Hotel Operator (MN) TRS 16-87, Inc. 100  % Delaware
House Money (Multi) LLC 100  % Delaware
Hum (DE) QRS 11-45, Inc. 100  % Delaware
Humbert (Ontario) I LLC (fka Shelf 1 (Canada) LLC) 100  % Delaware
Humbert (Ontario) II LLC (fka Shelf 2 (Canada) LLC) 100  % Delaware
HUMBERT NOMINEE CORP. 100  % Canada
HUMBERT II NOMINEE CORP. 100  % Canada
Huntwood (TX) Limited Partnership 100  % Delaware
Huntwood (TX) QRS 16-8, Inc. 100  % Delaware
ICE ICE BABY (MULTI) LLC 100  % Delaware
ICE ICE BABY MANAGER (MULTI) LLC 100  % Delaware
ICG (TX) Limited Partnership 100  % Delaware
ICG-GP (TX) QRS 15-3, Inc. 100  % Delaware
ICG-LP (TX) Trust 100  % Maryland
ID Wheel (FL) LLC 100  % Delaware
IDrive Mezz Lender (FL) LLC 100  % Delaware
Ijobbers (DE) QRS 14-41, Inc. 100  % Delaware
Ijobbers LLC 100  % Delaware
IM NOT A FREIGHT MX LLC 100  % Delaware
Image (NY) QRS 16-67, Inc. 100  % Delaware
Industrial Center 7 Sp. z o.o. 100  % Poland


SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary Ownership State or Country of Incorporation
INGESCORP 2008, S.L. 100  % Spain
Initiator (CA) QRS 14-62, Inc. 100  % Delaware
IRF IN (IN) LLC 100  % Delaware
IRF 2 IN (IN) LLC 100  % Delaware
IRF IN (KS) LLC 100  % Delaware
IRF IN (LA) LLC 100  % Delaware
IRF IN (WI) LLC 100  % Delaware
IRF MANAGER (IN) LLC 100  % Delaware
IRF MANAGER (MULTI) LLC 100  % Delaware
Italian industrial Real Estate Fund IV 100  % Italy
Jamaica (IL) LLC 100  % Delaware
Jamesinvest SRL 100  % Belgium
Jandoor (MULTI) LLC 100  % Delaware
JARVIS (NJ) LLC 100  % Delaware
JARVIS MANAGER (NJ) LLC 100  % Delaware
Jen (MA) QRS 12-54, Inc. 100  % Delaware
John McCLane (NY) LLC 100  % New York
JX STORAGE (MULTI) 1 LLC 100  % Delaware
JX STORAGE (MULTI) 2 LLC 100  % Delaware
Kabushiki Kaisha Mure Property 100  % Japan
KIDNEY BEANS (TN) LLC 100  % Delaware
KITKAT (IL) LLC 100  % Delaware
KNOT JUST A SNACK (MULTI) LLC 100  % Delaware
KRO (IL) LLC 100  % Delaware
KSM Cresskill (NJ) QRS 16-80, Inc. 100  % Delaware
KSM Livingston (NJ) QRS 16-76, INC. 100  % Delaware
KSM Montclair (NJ) QRS 16-78, INC. 100  % Delaware
KSM Morristown (NJ) QRS 16-79, INC. 100  % Delaware
KSM Summit (NJ) QRS 16-75, Inc. 100  % Delaware
Labels-Ben (DE) QRS 16-28, Inc. 100  % Delaware
Labrador (AZ) LP 100  % Delaware
Lake Street Storage 17 (IL) LLC 100  % Delaware
LASER GP (CA) LLC 100  % Delaware
LASER LANDLORD (CA) LP 100  % Delaware
Leather (DE) QRS 14-72, Inc. 100  % Delaware
Lewisville Dealer 17 (TX) LLC 100  % Delaware
Lincoln (DE) LP 100  % Delaware
Longboom (Finland) QRS 16-131, Inc. 100  % Delaware
Longboom Finance (Finland) QRS 16-130, Inc. 100  % Delaware
Loznica d.o.o. 100  % Croatia
LPORT (WA-TX) QRS 16-92, Inc. 100  % Delaware
LPORT 2 (WA) QRS 16-147, Inc. 100  % Delaware
LT Fit (AZ-MD) LLC 100  % Delaware
LTI (DE) QRS 14-81, Inc. 100  % Delaware
LTI Trust (MD) 100  % Maryland
LV LENDER 65 (NV) LLC 100  % Delaware
Madde Investments Sp. z o.o. 100  % Poland
Madison Storage NYC, LLC 100  % Delaware


SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary Ownership State or Country of Incorporation
Mala-IDS (DE) QRS 16-71, Inc. 100  % Delaware
Mallika PBJ LLC 100  % Delaware
Mapinvest Delaware LLC 100  % Delaware
Marcourt Investments Incorporated 100  % Maryland
Master (DE) QRS 15-71, Inc. 100  % Delaware
MBM-Beef (DE) QRS 15-18, Inc. 100  % Delaware
MCDORMY (NY) LLC 100  % Delaware
Medi (PA) Limited Partnership 100  % Delaware
Medical (Multi) LLC 100  % Delaware
Meri (NC) LLC 100  % Delaware
MERI(NC)MM QRS 14-98, Inc. 100  % Delaware
MET WST (UT) QRS 16-97, Inc. 100  % Delaware
Metal (DE) QRS 14-67, Inc. 100  % Delaware
Metal (GER) QRS 15-94, Inc. 100  % Delaware
MFF Mezz (Multi) LLC 100  % Delaware
Mill Storage 17 (CA) LLC 100  % Delaware
MK (Mexico) QRS 16-48, Inc. 100  % Delaware
MK GP BEN (DE) QRS 16-45, Inc. 100  % Delaware
MK Landlord (DE) Limited Partnership 100  % Delaware
MK LP Ben (DE) QRS 16-46, Inc. 100  % Delaware
MK-Ben (DE) Limited Partnership 100  % Delaware
MK-GP (DE) QRS 16-43, Inc. 100  % Delaware
MK-LP (DE) QRS 16-44, Inc. 100  % Delaware
MK-Nom (ONT), Inc. 100  % Canada
MM(UT) QRS 11-59, Inc. 100  % Delaware
Module (DE) Limited Partnership 100  % Delaware
Mons (DE) QRS 15-68, Inc. 100  % Delaware
MOPROBLEMS (MI) LLC 100  % Delaware
More Applied Utah (UT) LLC 100  % Delaware
Movie (VA) QRS 14-24, Inc. 100  % Delaware
MR Lender (TX) LLC 100  % Delaware
MSTEEL (IL) LLC 100  % Delaware
MWI Investor 17 (TX) LP 100  % Delaware
MWI Investor GP 17 (TX) LLC 100  % Delaware
Nail (DE) Trust 100  % Maryland
NAILED IT GP LLC 100  % Delaware
NAILED IT (MULTI) LP 100  % Delaware
NAKATOMI PLAZA (DE) LLC 100  % Delaware
National Storage 17 (Multi) LLC 100  % Delaware
NO SWEAT (MULTI) EXCHANGE MANAGER LLC 100  % Delaware
NO SWEAT (MULTI) LLC 100  % Delaware
Nord (GA) QRS 16-98, Inc. 100  % Delaware
Northwest Storage 17 (IL) LLC 100  % Delaware
OH SHEET (CA) LLC 100  % Delaware
OH SHEET (CA) EXCHANGE MANAGER LLC 100  % Delaware
Olimpia Investments Sp. z o.o. 100  % Poland
OLIVIA (IL) LLC 100  % Delaware
OLIVIA (ON) HOLDINGS CORP. 100  % Canada


SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary Ownership State or Country of Incorporation
OLIVIA (ONTARIO) LLC 100  % Delaware
OPH Storage 17 (FL) LLC 100  % Delaware
Optical (CA) QRS 15-8, Inc. 100  % Delaware
Orb (MO) QRS 12-56, Inc. 100  % Delaware
OSCAR (IL) LLC 100  % Delaware
OTC (MULTI) LLC 100  % Delaware
OTC RX Holdings ULC 100  % Canada
OTC RX Nominee CORP. 100  % Canada
OTC RX (ONTARIO) LLC 100  % Delaware
OUI CHEF (MULTI) GP LLC 100  % Delaware
OUI CHEF (MULTI) LP 100  % Delaware
Overtape (CA) QRS 15-14, Inc. 100  % Delaware
OX (AL) LLC 100  % Delaware
OX-GP (AL) QRS 15-15, Inc. 100  % Delaware
Pacpress (IL-MI) QRS 16-114, Inc. 100  % Delaware
Pallet (FRA) SARL 100  % France
Panel (UK) QRS 14-54, Inc. 100  % Delaware
Paper Limited Liability Company 100  % Delaware
PDC Industrial Center 83 Sp. z o.o. 100  % Poland
Pem (MN) QRS 15-39, Inc. 100  % Delaware
Pend (WI) LLC 100  % Delaware
Pend II (OH-IN) LLC 100  % Delaware
PERFECT STORM (UT) LLC 100  % Delaware
PET(TX)GP QRS 11-62, INC. 100  % Delaware
Pet(TX) LP 100  % Delaware
Pet(TX) Trust 100  % Maryland
Pewaukee Development, LLC 100  % Wisconsin
PG (Multi-16) L.P. 100  % Delaware
PG (Multi-16) QRS 16-7, Inc. 100  % Delaware
PG (Multi-16) Trust 100  % Maryland
Pipe Portfolio GP LLC 100  % Delaware
Pipe Portfolio Owner (Multi) LP 100  % Delaware
Plants (Sweden) QRS 16-13, Inc. 100  % Delaware
Plants Shareholder (Sweden) QRS 16-15, Inc. 100  % Delaware
Plastic (DE) Limited Partnership 100  % Delaware
Plastic (DE) QRS 15-56, Inc. 100  % Delaware
Plastic (DE) Trust 100  % Maryland
Plastic II (IL) LLC 100  % Delaware
Plastic II (IL) QRS 16-27, Inc. 100  % Delaware
Plastix (WI) LLC 100  % Delaware
Plates (DE) QRS 14-63, Inc. 100  % Delaware
Pleasant Hill GL 18 (FL) LLC 100  % Delaware
Pleasant Hill Storage 18 (FL) LLC 100  % Delaware
Pliers (DE) Trust 100  % Maryland
Plum (DE) QRS 15-67, Inc. 100  % Delaware
Pol (NC) QRS 15-25, Inc. 100  % Delaware
Pold (GER) QRS 16-133 LLC 100  % Delaware
Pole Landlord (LA-TX) LLC 100  % Delaware


SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary Ownership State or Country of Incorporation
Polkinvest Sprl 100  % Belgium
Poly (Multi) Limited Partnership 100  % Delaware
Poly GP (Multi) QRS 16-35, Inc. 100  % Delaware
Poly LP (MD) Trust 100  % Maryland
POUCH TWO (IN) LLC 100  % Delaware
POWER MOVE (KY) LLC 100  % Delaware
POWER MOVE MANAGER (KY) LLC 100  % Delaware
PRA (OH) LLC 100  % Delaware
Primo (MS) QRS 16-94, Inc. 100  % Delaware
Print (WI) QRS 12-40, Inc. 100  % Wisconsin
Projector (FL) QRS 14-45, Inc. 100  % Delaware
Pump (MO) QRS 14-52, Inc. 100  % Delaware
QRS 10-1 (ILL), Inc. 100  % Illinois
QRS 10-18 (FL), LLC 100  % Delaware
QRS 11-2 (AR), LLC 100  % Delaware
QS ARK (DE) QRS 15-38, Inc. 100  % Delaware
Quadrant Insurance LLC 100  % Vermont
Rails (UK) QRS 15-54, Inc. 100  % Delaware
RAISE THE PAR (IA) LLC 100  % Delaware
Rankin Storage 18 (TX) LLC 100  % Delaware
REDEALER (NJ-PA) LLC 100  % Delaware
REIT Brickan AB 100  % Sweden
RESIN MANAGER (MO) LLC 100  % Delaware
RHYME AND RESIN (MO) LLC 100  % Delaware
RI(CA) QRS 12-59, Inc. 100  % Delaware
RII (CA) QRS 15-2, Inc. 100  % Delaware
Rubbertex (TX) QRS 16-68, Inc. 100  % Delaware
SAB (IA) LLC 100  % Delaware
SALE-LEAFBACK (MN) LLC 100  % Delaware
Salted Peanuts (LA) QRS 15-13, LLC 100  % Delaware
SBOP INVESTOR LLC 100  % Delaware
SBPROP INVESTOR LLC 100  % Delaware
SCHNEI-ELEC (MA) LLC 100  % Delaware
Sealtex (DE) QRS 16-69, Inc. 100  % Delaware
Sebastian Storage 18 (FL) LLC 100  % Delaware
Sekeslog 17 UAB 100  % Lithuania
SF(TX) Trust 100  % Maryland
SFC (TN) QRS 11-21, Inc. 100  % Tennessee
SFCO (GA) QRS 16-127, INC. 100  % Delaware
SFT INS (TX) LLC 100  % Delaware
Shaq (DE) QRS 15-75, Inc. 100  % Delaware
Shep (KS-OK) QRS 16-113, Inc. 100  % Delaware
SHOTS-ORL (FL) LLC 100  % Delaware
Shovel Management GmbH 100  % Germany
SINGLE USE (MULTI) LLC 100  % Delaware
Sixth Sense GP (NC) LLC 100  % Delaware
Sixth Sense (NC) LP 100  % Delaware
SLEEPY (AL) LLC 100  % Delaware


SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary Ownership State or Country of Incorporation
SM(NY) QRS 14-93, Inc. 100  % Delaware
Smalvollveien 65 Eiendom AS 91  % Norway
Smalvollvn 65 ANS 91  % Norway
SNAP INTO (IN) LLC 100  % Delaware
SNEEZY (MULTI) LLC 100  % Delaware
SNOW WHITE (MULTI) LLC 100  % Delaware
SOUNDS GOOD JV (TX) LP 100  % Delaware
SOUNDS GOOD JV GP (TX) LLC 100  % Delaware
SOUNDS GOOD JV LP (TX) LLC 100  % Delaware
SP Label (TN) LLC 100  % Delaware
SPARE ME (MULTI) LLC 100  % Delaware
Sparky's Storage 18 (CA) LP 100  % Delaware
Sparky's Storage GP 18 (CA) LLC 100  % Delaware
Speed (NC) QRS 14-70, Inc. 100  % Delaware
ST(TX)GP QRS 11-63, INC. 100  % Delaware
ST(TX) LP 100  % Delaware
ST(TX) Trust 100  % Maryland
Steely Dan (WI) LLC 100  % Delaware
STOCKSANDEN, S.L. 100  % Spain
Storage 18 ES Account (DE) LLC 100  % Delaware
Stradella Sp. z o.o. 100  % Poland
STRUCK OIL (MULTI) LLC 100  % Delaware
SUDS LANDLORD (MULTI) LLC 100  % Delaware
SUDS II EXCH MANAGER (MULTI) LLC 100  % Delaware
SUDS II LANDLORD (MULTI) LLC 100  % Delaware
SUIT YOURSELF EXCHANGE MANAGER (TX) LLC 100  % Delaware
SUIT YOURSELF (TX) GP LLC 100  % Delaware
SUIT YOURSELF (TX) LP 100  % Delaware
Sun (SC) QRS 12-68, Inc. 100  % Delaware
Sunpro (KY) LLC 100  % Delaware
Suspension (DE) QRS 15-1, Inc. 100  % Delaware
SUVON (OH) LLC 100%` Delaware
SW Chicago Storage 18 (IL) LLC 100  % Delaware
TAGLESS TOTS (OH) LLC 100  % Delaware
TASTY KALE (UT) LLC 100  % Delaware
Tech (GER) 17-1 B.V. 100  % Netherlands
Tech (GER) QRS 16-144, Inc. 100  % Delaware
Tech Landlord (GER) LLC 100  % Delaware
Teeth Finance (Finland) QRS 16-106, Inc. 100  % Delaware
Teeth Landlord (Finland) LLC 100  % Delaware
Teeth Member (Finland) QRS 16-107, Inc. 100  % Delaware
TENACIOUS HOLDINGS ULC 100  % Canada
TENACIOUS NOMINEE CORP. 100  % Canada
Tenacious WPC (Multi) LLC 100  % Delaware
Terrier (AZ) QRS 14-78, Inc. 100  % Delaware
TEXAS SUN (TX) EXCHANGE MANAGER LLC 100  % Delaware
TEXAS SUN (TX) GP LLC 100  % Delaware
TEXAS SUN (TX) LP 100  % Delaware


SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary Ownership State or Country of Incorporation
Tfarma (CO) QRS 16-93, Inc. 100  % Delaware
THAT'S A WRAP (WI) LLC 100  % Delaware
Third Avenue Self Storage NYC, LLC 100  % Delaware
Three Aircraft Seats (DE) Limited Partnership 100  % Delaware
THREE AMIGOS (US MULTI) LLC 100  % Delaware
Three Cabin Seats (DE) LLC 100  % Delaware
TICKTOCK (TX-PA) LLC 100  % Delaware
Tissue SARL 100  % France
Toner (DE) QRS 14-96, Inc. 100  % Delaware
Toolbelt (PA-SC) LLC 100  % Delaware
Toolbox (MX) LLC 100  % Delaware
TOOL TIME (WV) LLC 100  % Delaware
TOOTH FAIRY (IL) LLC 100  % Delaware
Tower (DE) QRS 14-89, Inc. 100  % Delaware
Tower 14 (DE) 100  % Maryland
Townline Storage 17 (IL) LLC 100  % Delaware
Toys (NE) QRS 15-74, Inc. 100  % Delaware
Trinity WPC (UK) LLC 100  % Delaware
TRUCKIN' (IL) LLC 100  % Delaware
Trucks (France) SARL 100  % France
TR-VSS (MI) QRS 16-90, Inc. 100  % Delaware
TSO-Hungary Kft. 100  % Hungary
Under Pressure (Multi) LLC 100  % Delaware
Uni-Tech (CA) QRS 15-64, Inc. 100  % Delaware
Uni-Tech (PA) QRS 15-51, Inc. 100  % Delaware
Uni-Tech (PA) QRS 15-63, Inc. 100  % Delaware
Uni-Tech (PA) Trust 100  % Maryland
Uni-Tech (PA), L.P. 100  % Delaware
URubber (TX) Limited Partnership 100  % Delaware
UTI-SAC (CA) QRS 16-34, Inc. 100  % Delaware
Vellam Investments sp z o.o. 100  % Poland
Veritas Group IX - NYC, LLC 100  % Delaware
Vinyl (DE) QRS 14-71, Inc. 100  % Delaware
VIPER 63 (NV) LLC 100  % Delaware
VIPER LB 63 (NV) LLC 100  % Delaware
VIPER LENDER 63 (NV) LLC 100  % Delaware
W. P. Carey & Co. B.V. 100  % Netherlands
W.P. Carey & Co. Limited 100  % United Kingdom
W. P. Carey International LLC 100  % Delaware
W. P. Carey Management LLC 100  % Delaware
W. P. Carey Property Investor LLC 100  % Delaware
Wadd-II (TN) LP 100  % Delaware
Wadd-II General Partner (TN) QRS 15-19, INC. 100  % Delaware
Wallers (Multi) LLC 100  % Delaware
Wals (IN) LLC 100  % Delaware
Weg (GER) QRS 15-83, Inc. 100  % Delaware
Wegell GmbH & Co. KG 100  % Germany
Wegell Verwaltungs GmbH 100  % Germany


SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary Ownership State or Country of Incorporation
West Farms Self Storage NYC Mezz, LLC 100  % Delaware
West Farms Self Storage NYC, LLC 100  % Delaware
Wheeler Dealer 17 Multi, LLC 100  % Delaware
Wheeler Mezzanine JV (DE) LLC 100  % Delaware
WILLFA (IL) LLC 100  % Delaware
Willow Festival Annex Property Owners Association 100  % Illinois
WILSON NEIGHBOR (IL) LLC 100  % Delaware
Windough (DE) LP 100  % Delaware
Windough Lot (DE) LP 100  % Delaware
WIRE2WIRE (AZ) LLC 100  % Delaware
Wlgrn (NV) LLC 100  % Delaware
Wolv (DE) Limited Partnership 100  % Delaware
Wolv Trust, a Maryland Business Trust 100  % Maryland
Work (GER) QRS 16-117, Inc. 100  % Delaware
WPC 17 Green Sp. z o. o. 100  % Poland
WPC 17 Polk Sp. z o.o. 100  % Poland
WPC 1031 MANAGER LLC 100  % Delaware
WPC Agro I 17-13 B.V. 100  % Netherlands
WPC Agro II 17-17 B.V. 100  % Netherlands
WPC Agro 5 d.o.o. 100  % Croatia
WPC AX Sp. z o.o. 100  % Poland
WPC BILLBOARD LENDER LLC 100  % Delaware
WPC Blade SCI 100  % France
WPC CM6-Hotel Manager, LLC 100  % Delaware
WPC Cube Czech s.r.o. 100  % Czechia
WPC Deville Denmark ApS 100  % Denmark
WPC DF Denmark ApS 100  % Denmark
WPC DF III Denmark ApS 100  % Denmark
WPC DISPLAY OWNER (MULTI) LLC 100  % Delaware
WPC Drunen 17-27 B.V. 100  % Netherlands
WPC Eurobond B.V. 100  % Netherlands
WPC EXCH BUYERSBURG (IN) LLC 100  % Delaware
WPC EXCH Morrisville Landlord (NC) LLC 100  % Delaware
WPC Exch Sublandlord (DE) LLC 100  % Delaware
WPC Fau Czech sro 100  % Czechia
WPC FINANCING GP INC. 100  % Delaware
WPC FINANCING LP 100  % Delaware
WPC FM Czech s.r.o. 100  % Czechia
WPC FM Slovakia s.r.o. 100  % Slovakia
WPC FriesCamp 17-30 B.V. 100  % Netherlands
WPC Gam Holding B.V. 100  % Netherlands
WPC GELSENKIRCHEN 17-33 B.V. 100  % Netherlands
WPC Hamburg 18-12 B.V. 100  % Netherlands
WPC Holdco LLC 100  % Maryland
WPC Hornbachplatz 1 GmbH 100  % Austria
WPC International Holding and Financing LLC 100  % Delaware
WPC International Holding LP 100  % Delaware
WPC International Investor LLC 100  % Delaware


SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary Ownership State or Country of Incorporation
WPC Jumb 17-19 B.V. 100  % Netherlands
WPC KEN SCI 100  % France
WPC LER SCI 100  % France
WPC MAN Denmark ApS 100  % Denmark
WPC MAN-Strasse 1 GmbH 100  % Austria
WPC Meru SCI 100  % France
WPC Pan-European Holding Cooperatief U.A. 100  % Netherlands
WPC Pola Sp. z o.o. 100  % Poland
WPC QBE Manager, LLC 100  % Delaware
WPC REIT AXL 39 B.V. 100  % Netherlands
WPC REIT Cart (UK) Limited 100  % United Kingdom
WPC REIT Chem 51 B.V.   100  % Netherlands
WPC REIT Cold (UK) Limited 100  % United Kingdom
WPC REIT DS (UK) Limited 100  % United Kingdom
WPC REIT Financing B.V. 100  % Netherlands
WPC REIT Gam 21 B.V. 100  % Netherlands
WPC REIT Gam 22 B.V. 100  % Netherlands
WPC REIT Gam 23 B.V. 100  % Netherlands
WPC REIT Gam 24 B.V. 100  % Netherlands
WPC REIT Gam 25 B.V. 100  % Netherlands
WPC REIT INEEDATOW 47 B.V. 100  % Netherlands
WPC REIT Kampen 29 B.V. 100  % Netherlands
WPC REIT Kar 26 B.V. 100  % Netherlands
WPC REIT MAN 16 B.V. 100  % Netherlands
WPC REIT Merger Sub Inc. 100  % Maryland
WPC REIT MX-AB 19 B.V. 100  % Netherlands
WPC REIT MX-AB 37 TRS B.V. 100  % Netherlands
WPC REIT NatExp (UK) Limited 100  % United Kingdom
WPC REIT NEWCO B.V. 100  % Netherlands
WPC REIT Nipp 13 B.V. 100  % Netherlands
WPC REIT Nozzle UK 49 B.V. 100  % Netherlands
WPC REIT Orientation (UK) Limited 100  % United Kingdom
WPC REIT Part (UK) 1 B.V. 100  % Netherlands
WPC REIT PD 12 B.V. 100  % Netherlands
WPC REIT PeRo 40 B.V. 100  % Netherlands
WPC REIT Rem (IT) Srl 100  % Italy
WPC REIT Rock Sp. z o. o 100  % Poland
WPC REIT Side Steel (ES), S.L. 100  % Spain
WPC REIT Son 30 B.V. 100  % Netherlands
WPC REIT Son 31 B.V. 100  % Netherlands
WPC REIT Son 32 B.V. 100  % Netherlands
WPC REIT Son 33 B.V. 100  % Netherlands
WPC REIT Son 34 B.V. 100  % Netherlands
WPC REIT Ster 18 B.V. 100  % Netherlands
WPC REIT Stretch (UK) Limited 100  % United Kingdom
WPC REIT TRS 27 B.V. 100  % Netherlands
WPC REIT (UK) LIMITED 100  % United Kingdom
WPC REIT UP 46 B.V. 100  % Netherlands


SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary Ownership State or Country of Incorporation
WPC REIT VAC 44 B.V. 100  % Netherlands
WPC REIT VF (UK) Limited 100  % United Kingdom
WPC REIT Vert (BE) SRL 100  % Belgium
WPC REIT Vessel 50 B.V. 100  % Netherlands
WPC REIT VM 28 B.V. 100  % Netherlands
WPC REIT VM (BE) SRL 100  % Belgium
WPC REIT VM II 48 B.V. 100  % Netherlands
WPC REIT VM II (BE) SRL 100  % Belgium
WPC REIT VM III (BE) S.A. 100  % Belgium
WPC REIT Wait 45 B.V. 100  % Netherlands
WPC Runner SCI 100  % France
WPC Shaft (GER) LLC 100  % Delaware
WPC Smalvollveien Holding AS 100  % Norway
WPC Smalvollveien Purchaser AS 90  % Norway
WPC Smucker Manager, LLC 100  % Delaware
WPC Star Denmark ApS 100  % Denmark
WPC Starbuilders Sweden AB 100  % Sweden
WPC Storage TRS 18-1 (DE) Inc. 100  % Delaware
WPC Swansea 18-24 B.V. 100  % Netherlands
WPC Swansea Student Housing 18-33 B.V. 100  % Netherlands
WPC Swansea TRS 18-32 B.V. 100  % Netherlands
WPC TRS 17-39 B.V. 100  % Netherlands
WPC VF Czech s.r.o. 100  % Czech
WPC VF Slovakia s.r.o. 100  % Slovakia
WPC VM III 17-40 B.V. 100  % Netherlands
WPC VUL SCI 100  % France
WPC-CPA:18 Holdings, LLC 100  % Delaware
Wrench (DE) Limited Partnership 100  % Delaware
Wrench (DE) QRS 15-31, Inc. 100  % Delaware
Wrench (DE) Trust 100  % Maryland
Wyckoff Self Storage NYC Mezz, LLC 100  % Delaware
Wyckoff Self Storage NYC, LLC 100  % Delaware
You Scream (PA) LLC 100  % Delaware
YOURE IT (TN) LLC 100  % Delaware
Zakup Agro 4 d.o.o. 100  % Croatia
Zerega Self Storage NYC Mezz, LLC 100  % Delaware
Zerega Self Storage NYC, LLC 100  % Delaware


EX-23.1 7 wpc202510-kexh231.htm EX-23.1 Document

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-56121, 333-90880, 333-160078, 333-160079, 333-187729, 333-189999, 333-219007, 333-275669, and 333-280209) and Form S-3 (No. 333-286885) of W. P. Carey Inc. of our report dated February 11, 2026 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.


/s/ PricewaterhouseCoopers LLP
New York, New York
February 11, 2026



EX-31.1 8 wpc202510-kexh311.htm EX-31.1 Document

Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jason E. Fox, certify that:
1.I have reviewed this Annual Report on Form 10-K of W. P. Carey Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 11, 2026

/s/ Jason E. Fox    
Jason E. Fox
Chief Executive Officer


EX-31.2 9 wpc202510-kexh312.htm EX-31.2 Document

Exhibit 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, ToniAnn Sanzone, certify that:
1.I have reviewed this Annual Report on Form 10-K of W. P. Carey Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 11, 2026

/s/ ToniAnn Sanzone    
ToniAnn Sanzone
Chief Financial Officer
EX-32 10 wpc202510-kexh32.htm EX-32 Document

Exhibit 32

Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of W. P. Carey Inc. on Form 10-K for the period ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of W. P. Carey Inc., does hereby certify, to the best of such officer’s knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of W. P. Carey Inc.

Date: February 11, 2026

/s/ Jason E. Fox    
Jason E. Fox
Chief Executive Officer

Date: February 11, 2026

/s/ ToniAnn Sanzone    
ToniAnn Sanzone
Chief Financial Officer

The certification set forth above is being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Report as a separate disclosure document of W. P. Carey Inc. or the certifying officers.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to W. P. Carey Inc. and will be retained by W. P. Carey Inc. and furnished to the Securities and Exchange Commission or its staff upon request.