WPC Form 4: Director Rhonda Gass adds 401 shares, total 10,345 owned

Rhea-AI Filing Summary

Rhonda Gass, a director of W. P. Carey Inc. (WPC), reported an acquisition of common stock on 10/01/2025. The filing shows she received 401 shares as compensation under the company’s Non-Employee Director Stock Election Plan at a reported price of $68.47 per share in lieu of director fees. Following the transaction she beneficially owns 10,345 shares, which includes 93 dividend equivalent rights tied to deferred shares under the Issuer’s Deferred Compensation Plan for Non-Employee Directors. The Form 4 was signed by an attorney-in-fact on 10/03/2025.

Positive

• 401 shares acquired as equity compensation aligns director incentives with shareholders
• Reporting person now beneficially owns 10,345 shares, enhancing insider alignment
• 93 dividend equivalent rights recorded for deferred compensation, preserving economic exposure

Negative

• None.

Insights

Corporate Governance Analyst

Director received equity compensation of 401 shares, increasing alignment with shareholders.

This Form 4 documents a director compensation election where 401 shares were granted under the Non-Employee Director Stock Election Plan on 10/01/2025. Receiving shares instead of cash typically aligns director incentives with shareholder returns because the director holds company stock.

The report shows total beneficial ownership of 10,345 shares, including 93 dividend equivalent rights, which remain subject to the selected deferral period and will be paid at the end of that period.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

1. Name and Address of Reporting Person^*

GASS RHONDA

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		A(1)		401	A	$68.47	10,345(2)	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 Issuer's common stock in the form of shares granted under the Issuer's Non-Employee Director Stock Election Plan in lieu of director fees pursuant to the director's election, which will be paid at the end of the deferral period selected by the reporting person.

2. Includes 93 dividend equivalent rights ("DERs") related to dividends received on deferred shares granted under the Issuer's Deferred Compensation Plan for Non-Employee Directors. These DERs become payable at the end of the deferred period selected by the reporting person. Each DER is the economic equivalent of one share of the Issuer's common stock.

Remarks:

	/s/ Stephen Gardella, Attorney-in-Fact	10/03/2025
	** 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 did WPC director Rhonda Gass report on Form 4?

She reported the acquisition of 401 shares as director compensation on 10/01/2025 at a reported price of $68.47 per share.

How many WPC shares does Rhonda Gass beneficially own after the transaction?

The Form 4 states she beneficially owns 10,345 shares following the reported transaction.

What are the 93 dividend equivalent rights mentioned in the filing?

The 93 DERs represent dividend equivalent rights related to deferred shares under the company’s Deferred Compensation Plan for Non-Employee Directors and are payable at the end of the selected deferral period.

When was the transaction and when was the Form 4 signed?

The transaction date is 10/01/2025 and the Form 4 was signed by an attorney-in-fact on 10/03/2025.

Why were shares received instead of cash?

The filing states the shares were granted under the Issuer’s Non-Employee Director Stock Election Plan in lieu of director fees, per the director’s election.