W. P. Carey Announces Closing of Public Offering of Common Stock
Rhea-AI Summary
W. P. Carey (NYSE: WPC) closed an underwritten public offering of 6,000,000 common shares on Feb 19, 2026, generating gross proceeds of $432 million. Underwriters have a 30-day option to purchase up to an additional 900,000 shares (total potential 6,900,000).
The company entered into forward sale agreements with Bank of America and JPMorgan; physical settlement may occur on one or more dates up to approximately 24 months from the prospectus supplement. Net proceeds are intended for potential investments, repayment of indebtedness (including the revolving credit facility), and general corporate purposes.
Positive
- Gross proceeds of $432 million
- Initial offering of 6,000,000 common shares
- Forward-sale structure provides funding flexibility within 24 months
Negative
- Potential dilution if up to 6,900,000 shares are issued
- Timing uncertainty: physical settlement may occur over ~24 months
Key Figures
Market Reality Check
Peers on Argus
Two REIT peers in the momentum scan (GLPI, BXP) were moving down (median move about -1.6%), while WPC’s own intraday direction was not specified. That points more to isolated stock dynamics than a clearly confirmed sector-wide move.
Previous Offering Reports
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Feb 17 | Equity offering pricing | Negative | -0.1% | Pricing of 6,000,000-share common stock offering with forward sale structure. |
| Feb 17 | Equity offering launch | Negative | -0.1% | Announcement of 6,000,000-share offering and 900,000-share underwriter option. |
Recent common stock offerings have been followed by small, slightly negative but broadly muted price reactions.
Over recent months, W. P. Carey has combined capital-raising with operating strength. Earlier in February, it completed euro senior note offerings aimed at refinancing 2.250% notes and reducing revolving credit borrowings. The company also reported 2025 net income of $466.4M and raised its quarterly dividend to $0.920. Two prior equity offering announcements on Feb 17, 2026 each saw about -0.05% price reactions, indicating historically modest, slightly negative responses to this type of dilution-related news.
Historical Comparison
Past WPC common stock offering announcements (2 events) led to average moves of about -0.05%, suggesting historically muted market responses to similar dilution-related news.
Market Pulse Summary
This announcement finalizes an underwritten common stock offering of 6,000,000 shares, with gross proceeds of $432 million and a 30‑day option for 900,000 additional shares via forward sale agreements. The company plans to use eventual proceeds for future investments, debt repayment, and general corporate purposes. Historically, similar offerings have led to small, slightly negative price moves near -0.05%. Investors may watch how capital deployment and leverage trends balance against dilution from up to 6.9M shares.
Key Terms
forward sale agreements financial
underwritten public offering financial
prospectus supplement regulatory
base prospectus regulatory
registration statement regulatory
net leased financial
REIT financial
AI-generated analysis. Not financial advice.
The Company intends to use the net proceeds, if any, received upon the settlement of the forward sale agreements (and from the sale of any shares of its common stock that it may sell to the underwriters in lieu of the forward purchasers (or their respective affiliates) selling shares of its common stock to the underwriters) to fund potential future investments, to repay certain indebtedness (including amounts outstanding under its unsecured revolving credit facility), and for general corporate purposes.
BofA Securities and J.P. Morgan acted as joint book-running managers for the offering.
In connection with the offering of shares of its common stock, the Company entered into forward sale agreements with Bank of America, N.A. and JPMorgan Chase Bank, National Association (or their respective affiliates), referred to in such capacities as the forward purchasers. In connection with such forward sale agreements, the forward purchasers (or their respective affiliates) are borrowing from third parties and selling to the underwriters an aggregate of 6,000,000 shares of the Company's common stock (or 6,900,000 shares if the underwriters' option is exercised in full).
Pursuant to the terms of the forward sale agreements, and subject to its right to elect cash or net share settlement, the Company is obligated to issue and deliver, upon physical settlement of such forward sale agreements on one or more dates specified by the Company occurring no later than approximately 24 months from the date of the prospectus supplement relating to the offering, the number of shares of the Company's common stock underlying the forward sale agreements in exchange for a cash payment per share equal to the forward sale price under the forward sale agreements. The Company expects to physically settle the forward sale agreements and receive proceeds, subject to certain adjustments, from the sale of its shares of common stock upon one or more such physical settlements within approximately 24 months from the date of the prospectus supplement relating to the offering.
A registration statement relating to these securities has become effective under the Securities Act of 1933, as amended (the "Securities Act"). The offering is being made by means of a prospectus supplement and related base prospectus. Before making an investment in these securities, potential investors should read the prospectus supplement and the accompanying prospectus for more complete information about the Company and the offering. Potential investors may obtain these documents for free by visiting EDGAR on the Securities and Exchange Commission (the "SEC") website at www.sec.gov. Alternatively, potential investors may contact any underwriter or dealer participating in the offering, who will arrange to send them these documents: BofA Securities, NC1-022-02-25, 201 North Tryon Street,
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer or sale of these securities will be made only by means of a prospectus supplement relating to the offering and the accompanying prospectus.
W. P. Carey Inc.
W. P. Carey Inc. is an internally-managed, diversified REIT and a leading owner of commercial real estate, net leased to companies located primarily in
Forward-Looking Statements
Certain of the matters discussed in this communication constitute forward-looking statements within the meaning of the Securities Act and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. The forward-looking statements include, among other things, statements regarding: expectations regarding the use of proceeds of this offering and the settlement date. Forward looking statements are generally identified by the use of words such as "may," "will," "should," "would," "will be," "will continue," "will likely result," "believe," "project," "expect," "anticipate," "intend," "estimate," "opportunities," "possibility," "strategy," "plan," "maintain" or the negative version of these words and other comparable terms. These forward-looking statements include, but are not limited to, statements that are not historical facts.
These statements are based on the current expectations of the Company's management, and it is important to note that the Company's 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 the forward-looking statements. Other unknown or unpredictable risks or uncertainties which include, among others, risks associated with the offering of common stock, including whether such offering of common stock will be successful and on what terms it may be completed; 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, and those additional risk factors discussed in reports that we have filed with the SEC, 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 the Company's filings with the SEC, including but not limited to those described in Part I, Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on February 11, 2026. Moreover, because the Company operates 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 communication, unless noted otherwise. Except as required under the federal securities laws and the rules and regulations of the SEC, the Company does not undertake any obligation to release publicly any revisions to the forward-looking statements to reflect events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events.
Institutional Investors:
Peter Sands
W. P. Carey Inc.
212-492-1110
institutionalir@wpcarey.com
Press Contact:
Anna McGrath
W. P. Carey Inc.
212-492-1166
amcgrath@wpcarey.com
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SOURCE W. P. Carey Inc.
FAQ
How many shares did W. P. Carey (WPC) sell in the Feb 19, 2026 offering?
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Who acted as joint book-running managers for W. P. Carey’s (WPC) offering?
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Will W. P. Carey’s (WPC) offering cause shareholder dilution and when?
