WP Carey Prices $432M Public Stock Offering Via Forward Sale Agreements

W. P. Carey Inc. (NYSE: WPC) announced the pricing of an underwritten public offering of 6,000,000 shares of its common stock, offered on a forward basis, for gross proceeds of $432 million, the company disclosed on February 17, 2026. The offering is structured through forward sale agreements and is intended to fund potential future investments, repay certain indebtedness, and support general corporate purposes.

Offering Structure and Forward Sale Agreements

The offering was conducted on a forward basis in connection with forward sale agreements entered into with Bank of America, N.A. and JPMorgan Chase Bank, National Association, or their respective affiliates, acting as forward purchasers. Under the terms of those agreements, the forward purchasers are expected to borrow shares from third parties and sell an aggregate of 6,000,000 shares of WP Carey common stock to the underwriters — or up to 6,900,000 shares if the underwriters exercise their 30-day option to purchase an additional 900,000 shares in full.

Pursuant to the forward sale agreements, and subject to WP Carey's right to elect cash or net share settlement, the company is obligated to issue and deliver shares upon physical settlement on one or more dates specified by the company, occurring no later than approximately 24 months from the date of the prospectus supplement relating to the offering. The company stated it expects to physically settle the forward sale agreements and receive proceeds — subject to certain adjustments — within that 24-month window.

BofA Securities and J.P. Morgan acted as joint book-running managers for the offering. A registration statement relating to the securities has become effective under the Securities Act of 1933, as amended.

Use of Proceeds and Debt Repayment

WP Carey said it intends to use the net proceeds received upon settlement of the forward sale agreements to fund potential future investments, to repay certain indebtedness — including amounts outstanding under its unsecured revolving credit facility — and for general corporate purposes. The company did not specify particular property types or sectors targeted for investment in the offering announcement.

The forward structure of the offering is designed to provide financial flexibility, allowing WP Carey to time the settlement and receipt of proceeds to align with specific investment or debt repayment needs, rather than receiving all capital immediately upon pricing.

Prospective investors are advised to read the prospectus supplement and accompanying base prospectus, filed with the Securities and Exchange Commission, for a complete description of the offering terms and associated risk factors.