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2026-06-29
2026-06-29
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (Date of earliest event reported):
June 29, 2026

W. P. Carey Inc.
(Exact Name of Registrant as Specified in its Charter)
| Maryland |
|
001-13779 |
|
45-4549771 |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
One Manhattan West, 395 9th Avenue,
58th Floor
New York, New York |
|
10001 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (212) 492-1100
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.001 Par Value |
|
WPC |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 1.01. |
Entry into a Material Definitive Agreement. |
On June 29, 2026, W. P. Carey Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, RBC Capital
Markets, LLC and U.S. Bancorp Investments, Inc. as representatives of the several underwriters listed in Schedule 1 to the Underwriting
Agreement (collectively, the “Underwriters”), in connection with the public offering (the “Offering”)
of $350 million aggregate principal amount of 5.200% Senior Notes due 2036 (the “Senior Notes”), issued by the Company.
The Offering is expected to settle on July 2, 2026, subject to customary closing conditions. The Offering is being made pursuant to (i)
the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-286885) filed with the Securities and Exchange
Commission on May 1, 2025 and (ii) a final prospectus supplement relating to the Senior Notes, dated as of June 29, 2026.
The Company intends to use the net proceeds from this Offering to repay
the $350 million in aggregate principal amount outstanding of its 4.250% Senior Notes due October 2026 and for other general corporate
purposes, including to fund potential future investments and to repay certain other indebtedness, including amounts outstanding under
its $2.0 billion unsecured revolving credit facility.
The Underwriting Agreement contains customary representations, warranties
and covenants of the Company, as well as certain customary indemnification provisions with respect to the Company and the Underwriters
relating to certain losses or damages arising out of or in connection with the consummation of the Offering.
The foregoing description of the Underwriting Agreement does not purport
to be complete and is qualified in its entirety by the full text of the Underwriting Agreement, which is being filed as Exhibit 1.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
On June 29, 2026, the Company issued a press release relating to the
pricing of the Senior Notes (the “Press Release”). The foregoing description is qualified in its entirety by reference
to the Press Release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting
Agreement dated June 29, 2026, by and among W. P. Carey Inc. and Wells Fargo Securities, LLC, RBC Capital Markets, LLC and U.S.
Bancorp Investments, Inc. as representatives of the several underwriters listed in Schedule 1 thereto. |
| |
|
|
| 99.1 |
|
Pricing
Press Release dated June 29, 2026, issued by W. P. Carey Inc. |
| |
|
|
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements 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.
| June 30, 2026 |
W. P. Carey Inc. |
| |
|
| |
By: |
/s/ ToniAnn Sanzone |
| |
|
ToniAnn Sanzone |
| |
|
Chief Financial Officer |
Exhibit 99.1

W. P. Carey Announces Pricing of $350 Million
of Senior Unsecured Notes
NEW YORK, June 29, 2026 -- W. P. Carey Inc.
(NYSE: WPC, the “Company”) announced today that it has priced an underwritten public offering of $350 million aggregate principal
amount of 5.200% Senior Notes due 2036 (the “Notes”). The Notes were offered at 99.015% of the principal amount.
Interest on the Notes will be paid semi-annually
on March 15 and September 15 of each year, beginning on March 15, 2027. The offering of the Notes is expected to settle
on July 2, 2026, subject to customary closing conditions. The Company intends to use the net proceeds from the offering to repay
the $350 million in aggregate principal amount outstanding of its 4.250% Senior Notes due October 2026 and for other general corporate
purposes, including to fund potential future investments and to repay certain other indebtedness, including amounts outstanding under
its unsecured revolving credit facility.
Wells Fargo Securities, LLC, RBC Capital Markets,
LLC, U.S. Bancorp Investments, Inc. and BBVA Securities Inc. acted as joint book-running managers for the Notes offering.
A registration statement relating to the Notes
has been filed with the Securities and Exchange Commission (the “SEC”) and 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 prospectus. Before
making an investment in the Notes, 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 SEC’s website at www.sec.gov. Alternatively, potential investors may obtain copies, when available, by contacting: Wells
Fargo Securities, LLC toll-free at 1-800-645-3751, RBC Capital Markets, LLC toll-free at 1-866-375-6829 or U.S. Bancorp Investments, Inc.
toll free at 1-877-558-2607.
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 the Notes 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 the Notes 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 ranks among the largest net lease
REITs with a well-diversified portfolio of high-quality, operationally critical commercial real estate, which includes 1,703 net lease
properties covering approximately 185 million square feet as of March 31, 2026. With offices in New York, London, Amsterdam and Dallas,
the company remains focused on investing primarily in single-tenant industrial, warehouse and retail properties located in the U.S. and
Europe, under long-term net leases with built-in rent escalations.
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,
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 Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, as filed
with the SEC on April 29, 2026, as well as 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
212-492-1110
institutionalir@wpcarey.com
Press Contact:
Amanda Woodward
212-492-1171
awoodward@wpcarey.com