W. P. Carey (WPC) managing director nets stock from PSU vesting, withholds shares for taxes

Rhea-AI Filing Summary

W. P. Carey Inc. managing director Gordon G. Brooks reported equity compensation activity in company stock. On February 6, 2026, he acquired 6,139 shares of common stock at $0 per share, reflecting the vesting of performance share units granted on January 24, 2023 with a three‑year performance cycle.

On the same date, 2,558 shares were withheld at $71.21 per share to cover tax liabilities arising from that vesting and settlement. After these transactions, Brooks directly beneficially owned 173,157.31 shares of W. P. Carey common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gordon Brooks G.

(Last) (First) (Middle)

C/O W. P. CAREY INC.

ONE MANHATTAN WEST, 395 9TH AVE, 58TH FL

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
W. P. Carey Inc. [ WPC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Managing Director

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/06/2026		A(1)		6,139	A	$0(1)	175,715.31	D
Common Stock	02/06/2026		F(2)		2,558	D	$71.21(2)	173,157.31	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the vesting of performance share units granted on January 24, 2023, with a three-year performance cycle.

2. Represents the payment of tax liability by withholding shares in connection with the vesting and settlement of performance stock units originally granted on January 24, 2023.

Remarks:

	/s/ Stephen Gardella, Attorney-in-Fact	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did W. P. Carey (WPC) report for Gordon G. Brooks?

Gordon G. Brooks reported two transactions in W. P. Carey common stock on February 6, 2026. He received 6,139 shares from vesting performance share units and had 2,558 shares withheld to satisfy related tax obligations on that equity compensation.

How many W. P. Carey (WPC) shares does Gordon G. Brooks own after this Form 4?

After the reported transactions, Gordon G. Brooks directly beneficially owned 173,157.31 shares of W. P. Carey common stock. This balance reflects both the vested performance share units and the shares withheld to cover tax liabilities on the same vesting event.

What does the share acquisition at $0 mean in the WPC Form 4 filing?

The acquisition of 6,139 W. P. Carey shares at $0 per share reflects vesting of previously granted performance share units. No cash was paid for these shares; they were delivered as stock-based compensation under an existing long-term incentive award.

Why were 2,558 W. P. Carey shares withheld from Gordon G. Brooks?

The 2,558 W. P. Carey shares were withheld to pay tax liabilities tied to the vesting and settlement of performance stock units granted on January 24, 2023. Withholding shares for taxes is a common method to satisfy withholding obligations on equity awards.

What is the significance of the January 24, 2023 grant mentioned in WPC’s Form 4?

The January 24, 2023 grant was a performance share unit award with a three-year performance cycle. On February 6, 2026, those units vested and settled into 6,139 W. P. Carey shares, triggering both the share delivery and the related tax withholding transaction.