W. P. Carey Inc. Announces Major Financing Moves: €1 Billion Senior Notes Offering and \$496.8 Million Equity Raise

New York, February 24, 2026 – W. P. Carey Inc. (“the Company”), a leading real estate investment trust (REIT), has executed two significant capital market transactions that may have substantial implications for shareholders and the company’s future growth trajectory.

Key Highlights

• Completion of €1 Billion Senior Unsecured Notes Offering – The Company completed a public offering of €1.0 billion in aggregate principal amount of senior unsecured notes, split evenly between:
  • €500 million of 3.250% Senior Notes due 2031 (ISIN: XS3297733613)
  • €500 million of 3.750% Senior Notes due 2035 (ISIN: XS3297733704)
• Gross Proceeds of \$496.8 Million from Equity Offering – The Company raised a total of \$496.8 million (gross proceeds) from a common stock offering, including the full exercise of the underwriters’ 30-day option to purchase additional shares.
• Forward Sale Agreements Executed – To facilitate the equity issuance, the Company entered into forward sale agreements with major financial institutions, providing additional flexibility in timing and settlement of the share issuance.
• Strengthened Balance Sheet and Liquidity – These transactions are expected to bolster W. P. Carey’s liquidity position, enabling future acquisitions, debt repayment, and strategic initiatives.

Details of the Senior Notes Offering

On February 24, 2026, W. P. Carey consummated the public offering of €1.0 billion in aggregate principal amount of senior unsecured notes. The offering consisted of:

• €500 million 3.250% Senior Notes due 2031
• €500 million 3.750% Senior Notes due 2035

The senior notes were issued under an indenture with U.S. Bank Trust Company, National Association, as trustee. The indenture includes significant covenants and events of default provisions, including:

• Maintenance of a specified ratio of unencumbered assets to unsecured debt (at least 150% of unsecured debt)
• Limitations on incurring additional secured and unsecured indebtedness
• Restrictions on mergers, consolidations, or transfer of substantially all assets unless certain conditions are met
• Customary events of default that may accelerate the maturity of the notes
• No sinking fund provisions for the notes
• Payment of additional amounts to noteholders in case of certain withholding taxes, subject to exceptions
• The notes are listed for trading on the New York Stock Exchange under the symbol “WPC”

These covenants are designed to protect bondholders but also impose financial discipline on the Company, potentially affecting future leverage and asset management strategies.

Details of the Equity Offering

As previously reported, W. P. Carey entered into an underwriting agreement with BofA Securities, Inc. and J.P. Morgan Securities LLC for the sale of 6,000,000 shares of common stock at \$71.38 per share. The underwriters exercised their 30-day option in full, purchasing an additional 900,000 shares. The total gross proceeds from the offering, including the option exercise, amount to \$496.8 million.

To facilitate this equity raise, the Company entered into forward sale agreements with Bank of America, N.A. and JPMorgan Chase Bank, National Association as forward purchasers. These agreements allow the Company to deliver shares at a later date, providing flexibility in managing the impact on existing shareholders and optimizing the timing of share issuance based on market conditions.

Implications for Shareholders

• Balance Sheet Enhancement: The combined proceeds from the debt and equity offerings will significantly enhance the Company’s liquidity and financial flexibility.
• Potential for Strategic Acquisitions and Growth: The capital raised positions W. P. Carey to pursue new investment opportunities, refinance existing debt, or support other strategic initiatives.
• Dilution Risk: The equity offering (including the forward sale agreements) will increase the number of outstanding shares, which could have a dilutive effect on existing shareholders’ ownership. However, the proceeds from the offering are expected to be used to generate long-term value.
• Debt Covenants: The new debt covenants may limit the Company’s future leverage, but also signal a commitment to maintaining a strong balance sheet, which could be viewed positively by both equity and debt investors.
• No Sinking Fund: The senior notes do not have a sinking fund, meaning the Company is not required to periodically retire portions of the debt before maturity, which could impact future cash flow management.
• Redemption Features: The notes may be subject to early redemption by the Company under certain circumstances, which provides financial flexibility.

Potential Share Price Impact

These transactions are likely to be price-sensitive as they materially affect the Company’s capital structure, leverage, and growth capacity. The influx of capital may be viewed positively by the market due to increased financial flexibility and growth prospects. However, the equity issuance introduces potential dilution, and the new debt obligations add to the Company’s fixed charges. The market’s reaction will depend on management’s ability to deploy the proceeds effectively and deliver accretive growth.

Other Notable Information

• The indenture and supplemental indenture governing the notes are available as exhibits to the SEC filing.
• The Company is not categorized as an “emerging growth company” under the Securities Act.
• The senior notes are governed by New York law, and the paying agent is based in London.
• The offering was executed under the oversight of Chief Financial Officer, ToniAnn Sanzone.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation regarding the securities of W. P. Carey Inc. or any other company. Investors should refer to the original SEC filings and consult their own financial advisors before making any investment decisions. The information presented reflects the content of the referenced Form 8-K and related exhibits as of February 24, 2026, and may be subject to change.

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