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): February 12, 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 February 12, 2026, W. P. Carey Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities plc, Barclays Bank PLC, BNP PARIBAS and Wells Fargo Securities International Limited 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 €1.0 billion in aggregate principal amount of senior unsecured notes (the “Senior Notes”) consisting of €500 million aggregate principal amount of 3.250% Senior Notes due 2031 and €500 million aggregate principal amount of 3.750% Senior Notes due 2035 issued by the Company. The Offering is expected to settle on February 24, 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 February 12, 2026.
The Company intends to use the net proceeds from this Offering to repay all of the €500 million in aggregate principal amount outstanding of its 2.250% Senior Notes due April 2026 and for general corporate purposes, including to fund potential future investments and to repay certain other indebtedness, including amounts outstanding under the Company’s $2.0 billion unsecured revolving credit facility and its €215 million unsecured term loan due February 2028.
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.
| Item 8.01. | Other Events. |
On February 12, 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 February 12, 2026, by and among W. P. Carey Inc., J.P. Morgan Securities plc, Barclays Bank PLC, BNP PARIBAS and Wells Fargo Securities International Limited as representatives of the several underwriters listed in Schedule 1 thereto. | |
| 99.1 | Pricing Press Release dated February 12, 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.
| February 12, 2026 | W. P. Carey Inc. | |
| By: | /s/ ToniAnn Sanzone | |
| ToniAnn Sanzone | ||
| Chief Financial Officer | ||