W. P. Carey (WPC) MD reports RSU tax-withholding share disposals

Rhea-AI Filing Summary

W. P. Carey Inc. Managing Director Gregory Jeremiah reported tax-related share withholdings, not open-market sales. On February 15, 2026, he had four Form 4 transactions coded “F,” where common shares were withheld at $74.20 per share to cover tax liabilities tied to vesting restricted stock units granted in 2023 and 2024. After these dispositions, he directly owned 94,319.789 common shares of W. P. Carey.

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
Estimated average burden
hours per response:			0.5

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^*

Gregory Jeremiah

(Last) (First) (Middle)

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)
02/15/2026

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	02/15/2026		F		771(1)	D	$74.2(1)	95,934.789	D
Common Stock	02/15/2026		F		14(2)	D	$74.2(2)	95,920.789	D
Common Stock	02/15/2026		F		362(3)	D	$74.2(3)	95,558.789	D
Common Stock	02/15/2026		F		1,239(3)	D	$74.2(3)	94,319.789	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 payment of tax liability by withholding shares in connection with the vesting and settlement of restricted stock units ("RSUs") originally granted on January 24, 2023, with a three-year vesting period beginning on February 15, 2024.

2. Represents the payment of tax liability by withholding shares in connection with the vesting and settlement of RSUs originally granted on November 8, 2023, with a three-year vesting period beginning on February 15, 2024.

3. Represents the payment of tax liability by withholding shares in connection with the vesting and settlement of RSUs originally granted on January 24, 2024, with a three-year vesting period beginning on February 15, 2025.

Remarks:

	/s/ Stephen Gardella, Attorney-in-Fact	02/18/2026
	** 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 Gregory Jeremiah report for WPC?

Gregory Jeremiah reported four Form 4 transactions involving W. P. Carey common stock. All were coded “F,” meaning shares were withheld to cover tax liabilities upon RSU vesting, rather than open-market purchases or sales, and all occurred on February 15, 2026 at $74.20 per share.

Were Gregory Jeremiah’s WPC share transactions open-market sales?

No, the transactions were not open-market sales. Each was coded “F” and described as a payment of tax liability by delivering or withholding W. P. Carey shares in connection with vesting restricted stock units, which is a common tax-settlement mechanism rather than discretionary selling.

How many W. P. Carey shares were involved in each reported tax withholding?

The filing shows four non-derivative common stock dispositions: 771 shares at $74.20, 14 shares at $74.20, 362 shares at $74.20, and 1,239 shares at $74.20. Each reflects shares withheld to satisfy tax obligations when different RSU grants vested.

What RSU grants triggered Gregory Jeremiah’s WPC tax-withholding transactions?

The tax withholdings relate to RSUs originally granted on January 24, 2023, November 8, 2023, and January 24, 2024. Footnotes explain these RSUs have three-year vesting periods beginning February 15, 2024 or February 15, 2025, and the reported events occurred upon vesting and settlement.

How many WPC shares does Gregory Jeremiah own after these Form 4 transactions?

After the final reported tax-withholding disposition, Gregory Jeremiah directly owned 94,319.789 shares of W. P. Carey common stock. This post-transaction balance is shown in the last line of the non-derivative transaction table and reflects his remaining direct holdings.

What does transaction code “F” mean in the WPC Form 4 filing?

Transaction code “F” indicates payment of an exercise price or tax liability by delivering or withholding securities. In this W. P. Carey filing, each “F” transaction reflects shares withheld from Gregory Jeremiah’s RSU vesting to satisfy tax obligations, instead of cash payment.