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W. P. Carey Inc.

For the period ended Dec 31, 2025. Filed Feb 11, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 11, 2026

WPC$65.05-0.4%Stored close · as of Nov 6, 2026
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Contents

Note

Note 1. Business and Organization

W. P. Carey Inc. (“W. P. Carey” or the “Company”) is a real estate investment trust (“REIT”) that, together with our consolidated subsidiaries, invests primarily in operationally-critical, single-tenant commercial real estate properties located in the United States and Europe that are leased on a long-term basis. We earn revenue principally by leasing the properties we own to companies on a triple-net lease basis, which generally requires each tenant to pay the costs associated with operating and maintaining the property.

Founded in 1973, our shares of common stock are listed on the New York Stock Exchange under the symbol “WPC.”

We elected to be taxed as a REIT under Section 856 through 860 of the Internal Revenue Code effective as of February 15, 2012. As a REIT, we are not subject to federal income taxes on income and gains that we distribute to our stockholders as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, as well as other factors. We also own real property in jurisdictions outside the United States through foreign subsidiaries and are subject to income taxes on our pre-tax income earned from properties in such countries.

In September 2023, we announced a plan to exit the office assets within our portfolio by (i) spinning-off 59 office properties into Net Lease Office Properties (“NLOP”), so that it became a separate publicly-traded real estate investment trust (the “Spin-Off”), and (ii) implementing an asset sale program to dispose of certain office properties retained by us (the “Office Sale Program”), which was completed in 2024.

On November 1, 2023, we completed the Spin-Off, contributing 59 office properties to NLOP (Note 3). Following the closing of the Spin-Off, NLOP operates as a separate publicly-traded REIT, which we externally manage pursuant to certain advisory agreements (the “NLOP Advisory Agreements”).

At December 31, 2025, we were the advisor to Carey European Student Housing Fund I, L.P. (“CESH”), a limited partnership formed for the purpose of developing, owning, and operating student housing properties in Europe (Note 4).

We operate asone reportable segment. Our business is characterized as investing primarily in operationally-critical, single-tenant commercial real estate properties that are principally leased on a long-term basis. These economic characteristics are similar across various property types, geographic locations, and industries in which our tenants operate and therefore consideredone operating segment (Note 17). Our consolidated operating results, including net income, are regularly reviewed, in the aggregate, by our chief operating decision maker (“CODM”) to evaluate performance and allocate resources, which can be found on our consolidated financial statements. The CODM is our Chief Executive Officer.

Lease revenues from our real estate investments generate the vast majority of our earnings. We invest primarily in commercial properties located in the United States and Europe, which are leased to companies on a triple-net lease basis. At December 31, 2025, our portfolio was comprised of our full or partial ownership interests in 1,682 properties, totaling approximately 183 million square feet, substantially all of which were net leased to 371 tenants, with a weighted-average lease term of 12.0 years and an occupancy rate of 98.0%. In addition, at December 31, 2025, our portfolio was comprised of 16 operating properties, including 11 self-storage properties, four hotels, andone student housing property, totaling approximately 1.3 million square feet. All references to number of properties, square footage, occupancy, and industry type are unaudited.

Note 2. Summary of Significant Accounting Policies

Critical Accounting Policies and Estimates

Accounting for Acquisitions

In accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired are not a business, we account for the transaction or other event as an asset acquisition. Under both methods, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, we evaluate the existence of goodwill or a gain from a bargain purchase. We

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capitalize acquisition-related costs and fees associated with asset acquisitions. We immediately expense acquisition-related costs and fees associated with business combinations. All transaction costs incurred during the reporting period were capitalized since our acquisitions were classified as asset acquisitions.

Purchase Price Allocation of Tangible Assets—When we acquire properties with leases classified as operating leases, we allocate the purchase price to the tangible and intangible assets and liabilities acquired based on their estimated fair values. The tangible assets consist of land, buildings, and site improvements. The intangible assets include the above- and below-market value of leases and the in-place leases, which includes the value of tenant relationships. Land is typically valued utilizing the sales comparison (or market) approach. Buildings are valued, as if vacant, using the cost and/or income approach. Under the cost approach, the fair value of real estate is based on estimated costs to construct a vacant building with similar characteristics. Under the income approach, we use either the discounted cash flow method or the direct capitalization method. For the discounted cash flow method, the fair value of real estate is determined (i) by applying a discounted cash flow analysis to the estimated net operating income for each property in the portfolio during the remaining anticipated lease term and (ii) by the estimated residual value, which is based on a hypothetical sale of the property upon expiration of a lease factoring in the re-tenanting of such property at estimated market rental rates, and applying a selected capitalization rate. For the direct capitalization method, the fair value of real estate is determined (i) by the stabilized estimated net operating income for each property in the portfolio and (ii) a selected capitalization rate.

Assumptions used in the model are property-specific where this information is available; however, when certain necessary information is not available, we use available regional and property-type information. Assumptions and estimates include the following:

a discount rate or internal rate of return;

market rents, growth factors of rents, and market lease term;

capitalization rates to be applied to an estimate of market rent at the beginning and/or the end of the market lease term;

the marketing period necessary to put a lease in place;

carrying costs during the marketing period; and

leasing commissions and tenant improvement allowances.

The discount rates and residual capitalization rates used to value the properties are selected based on several factors, including:

the creditworthiness of the lessees;

industry surveys;

property type;

property location and age;

current lease rates relative to market lease rates; and

anticipated lease duration.

In the case where a tenant has a purchase option deemed to be favorable to the tenant, or the tenant has long-term renewal options at rental rates below estimated market rental rates, we generally include the value of the exercise of such purchase option or long-term renewal options in the determination of residual value.

The remaining economic life of leased assets is estimated by relying in part upon third-party appraisals of the leased assets and industry standards. Different estimates of remaining economic life will affect the depreciation expense that is recorded.

Purchase Price Allocation of Intangible Assets and Liabilities— For acquired properties that do not qualify as sale-leaseback transactions, we record above- and below-market lease intangible assets and liabilities for acquired properties based on the present value (using a discount rate reflecting the risks associated with the leases acquired including consideration of the credit of the lessee) of the difference between (i) the contractual rents to be paid pursuant to the leases negotiated or in place at the time of acquisition of the properties and (ii) our estimate of fair market lease rates for the property or equivalent property, both of which are measured over the estimated lease term, which includes renewal options that have rental rates below estimated market rental rates. We discount the difference between the estimated market rent and contractual rent to a present value using an interest rate reflecting our current assessment of the risk associated with the lease acquired, which includes a consideration of the credit of the lessee. When we enter into sale-leaseback transactions with above- or below-market leases, the intangibles will be accounted for as loan receivables or prepaid rent liabilities, respectively. We measure the fair value of below-market purchase option liabilities we acquire as the excess of the present value of the fair value of the real estate over the present value

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of the tenant’s exercise price at the option date. We determine these values using our estimates or by relying in part upon third-party valuations conducted by independent appraisal firms.

We amortize the above-market lease intangible as a reduction of lease revenue over the remaining contractual lease term. We amortize the below-market lease intangible as an increase to lease revenue over the initial term and any renewal periods in the respective leases. We include the value of below-market leases in Below-market rent intangible liabilities in the consolidated financial statements.

For acquired properties with tenants in place, we record in-place lease intangible assets based on the estimated value ascribed to the avoidance of costs of leasing the properties for the remaining primary in-place lease terms. The cost avoidance is derived first by determining the in-place lease term on the subject lease. Then, based on our review of the market, the cost to be borne by a property owner to replicate a market lease to the remaining in-place term is estimated. These costs consist of: (i) rent lost during downtime (i.e., assumed periods of vacancy), (ii) estimated expenses that would be incurred by the property owner during periods of vacancy, (iii) rent concessions (i.e., free rent), (iv) leasing commissions, and (v) tenant improvements allowances given to tenants. We determine these values using our estimates or by relying in part upon third-party valuations. We amortize the value of in-place lease intangibles to depreciation and amortization expense over the remaining initial term of each lease. The amortization period for intangibles does not exceed the remaining depreciable life of the building.

If a lease is terminated, we charge the unamortized portion of above- and below-market lease values to rental income and in-place lease values to amortization expense. If a lease is amended, we will determine whether the economics of the amended lease continue to support the existence of the above- or below-market lease intangibles.

Purchase Price Allocation of Debt—When we acquire leveraged properties, the fair value of the related debt instruments is determined using a discounted cash flow model with rates that take into account the credit of the tenants, where applicable, and interest rate risk. Such resulting premium or discount is amortized over the remaining term of the obligation. We also consider the value of the underlying collateral, taking into account the quality of the collateral, the credit quality of the tenant, the time until maturity and the current interest rate.

Purchase Price Allocation of Goodwill—In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. In the event we dispose of a property or an investment that constitutes a business under U.S. generally accepted accounting principles (“GAAP”) from a property with goodwill, we allocate a portion of the property’s goodwill to that business in determining the gain or loss on the disposal of the business. The amount of goodwill allocated to the business is based on the relative fair value of the business to the fair value of the property. As part of purchase accounting for a business, we record any deferred tax assets and/or liabilities resulting from the difference between the tax basis and GAAP basis of the investment in the taxing jurisdiction. Such deferred tax amount will be included in purchase accounting and may impact the amount of goodwill recorded depending on the fair value of all of the other assets and liabilities and the amounts paid.

Financing Arrangements — In accordance with Accounting Standards Codification (“ASC”) 310, Receivables and ASC 842, Leases, real estate assets acquired through a sale-leaseback transaction are accounted for as a financing arrangement if the investment does not meet the criteria for sale-leaseback accounting. We record such investments within Net investments in finance leases and loans receivable on the consolidated balance sheets. Rent payments from these investments are included within Income from finance leases and loans receivable on the consolidated statements of income.

Impairments

Real Estate—We periodically assess whether there are any indicators that the value of our long-lived real estate and related intangible assets may be impaired or that their carrying value may not be recoverable. These impairment indicators include, but are not limited to, vacancies, an upcoming lease expiration, a tenant with credit difficulty, the termination of a lease by a tenant, or a likely disposition of the property.

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For real estate assets held for investment and related intangible assets in which an impairment indicator is identified, we follow a two-step process to determine whether an asset is impaired and to determine the amount of the charge. First, we compare the carrying value of the property’s asset group to the estimated future net undiscounted cash flow that we expect the property’s asset group will generate, including any estimated proceeds from the eventual sale of the property’s asset group. The undiscounted cash flow analysis requires us to make our best estimate of market rents, residual values, and holding periods. We estimate market rents and residual values using market information from outside sources such as third-party market research, external appraisals, broker quotes, or recent comparable sales.

As our investment objective is to hold properties on a long-term basis, holding periods used in the undiscounted cash flow analysis are generally ten years, but may be less if our intent is to hold a property for less than ten years. Depending on the assumptions made and estimates used, the future cash flow projected in the evaluation of long-lived assets and associated intangible assets can vary within a range of outcomes. We consider the likelihood of possible outcomes in determining our estimate of future cash flows and, if warranted, we apply a probability-weighted method to the different possible scenarios. If the future net undiscounted cash flow of the property’s asset group is less than the carrying value, the carrying value of the property’s asset group is considered not recoverable. We then measure the impairment loss as the excess of the carrying value of the property’s asset group over its estimated fair value.

Assets Held for Sale—We generally classify real estate assets that are subject to operating leases as held for sale when we have entered into a contract to sell the property, all material due diligence requirements have been satisfied, we received a non-refundable deposit, and we believe it is probable that the disposition will occur within one year. When we classify an asset as held for sale, we compare the asset’s fair value less estimated cost to sell to its carrying value, and if the fair value less estimated cost to sell is less than the property’s carrying value, we reduce the carrying value to the fair value less estimated cost to sell. We will continue to review the property for subsequent changes in the fair value, and may recognize a loss on sale of real estate, if warranted.

Equity Method Investments—We evaluate our equity method investments on a periodic basis to determine if there are any indicators that the value of our equity investment may be impaired and whether or not that impairment is other-than-temporary. To the extent an impairment has occurred and is determined to be other-than-temporary, we measure the charge as the excess of the carrying value of our investment over its estimated fair value, which is determined by calculating our share of the estimated fair market value of the underlying net assets based on the terms of the applicable partnership or joint-venture agreement. For our equity method investments, we calculate the estimated fair value of the underlying investment’s real estate as described in Real Estate above. The fair value of the underlying investment’s debt, if any, is calculated based on market interest rates and other market information. The fair value of the underlying investment’s other financial assets and liabilities (excluding net investment in direct financing leases) have fair values that generally approximate their carrying values.

Goodwill— We evaluate goodwill for possible impairment at least annually or upon the occurrence of a triggering event (for example, the Spin-Off (Note 3, Note 7)). To identify any impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value of the Company is less than its carrying value. This assessment is used as a basis to determine whether it is necessary to calculate fair value of the Company. We calculate the estimated fair value of the Company by utilizing our market capitalization. Impairments, if any, will be the difference between the Company’s fair value and carrying amount, not to exceed the carrying amount of goodwill.

Credit Losses

The allowance for credit losses, which is recorded as a reduction to Net investments in finance leases and loans receivable on our consolidated balance sheets, is measured on a pool basis by credit ratings (Note 6), using a probability of default method based on the lessees’ respective credit ratings, the expected value of the underlying collateral upon its repossession, and our historical loss experience related to other direct financing leases. Included in our model are factors that incorporate forward-looking information. If we determine that a finance lease no longer shares risk characteristics with other finance leases in the pool, we evaluate the finance lease for expected credit losses on an individual basis. Allowance for credit losses is included in our consolidated statements of income within Other gains and (losses).

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Other Accounting Policies

Basis of Consolidation—Our consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portions of equity in consolidated subsidiaries that are not attributable, directly or indirectly, to us are presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated.

When we obtain an economic interest in an entity, we evaluate the entity to determine if it should be deemed a VIE and, if so, whether we are the primary beneficiary and are therefore required to consolidate the entity. We apply accounting guidance for consolidation of VIEs to certain entities in which the equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. Fixed price purchase and renewal options within a lease, as well as certain decision-making rights within a loan or joint-venture agreement, can cause us to consider an entity a VIE. Limited partnerships and other similar entities that operate as a partnership will be considered a VIE unless the limited partners hold substantive kick-out rights or participation rights. Significant judgment is required to determine whether a VIE should be consolidated. We review the contractual arrangements provided for in the partnership agreement or other related contracts to determine whether the entity is considered a VIE, and to establish whether we have any variable interests in the VIE. We then compare our variable interests, if any, to those of the other variable interest holders to determine which party is the primary beneficiary of the VIE based on whether the entity (i) has the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The liabilities of these VIEs are non-recourse to us and can only be satisfied from each VIE’s respective assets.

During the year ended December 31, 2025, we had a net decrease offour entities classified as VIEs, primarily due to the completion of certain tax-deferred like-kind exchanges under Section 1031 of the Internal Revenue Code (“1031 Exchange”), the liquidation of an unconsolidated investment in equity securities, and the disposition of a consolidated joint venture, partially offset by committing to certain joint venture construction projects (Note 6).

At December 31, 2025 and 2024, we consideredten and 14 entities to be VIEs, respectively, of which we consolidatedsix andnine, respectively, as we are considered the primary beneficiary. The following table presents a summary of selected financial data of the consolidated VIEs included in our consolidated balance sheets (in thousands):

December 31,
20252024
Land, buildings and improvements — net lease and other$31,861$468,484
Net investments in finance leases and loans receivable178,076144,103
In-place lease intangible assets and other3,62067,764
Above-market rent intangible assets1,6853,757
Accumulated depreciation and amortization(11,637)(19,391)
Total assets207,985671,402
Non-recourse mortgages, net$—$47,853
Below-market rent intangible liabilities, net—25
Total liabilities94672,521

At December 31, 2025 and 2024, ourfour andfive unconsolidated VIEs, respectively, included our interests in (i)two unconsolidated real estate investments, which we account for under the equity method of accounting (we do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities allows us to exercise significant influence on, but does not give us power over, decisions that significantly affect the economic performance of these entities), (ii)one andtwo unconsolidated investments in equity securities, respectively, which we accounted for as investments in shares of the entities at fair value, and (iii)one construction loan investment, which we accounted for as a secured loan receivable. As of December 31, 2025 and 2024, the net carrying amount of our investments in these entities was $477.5 million and $576.2 million, respectively, and our maximum exposure to loss in these entities was limited to our investments.

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Leases

As a Lessee: Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments under the lease. We determine if an arrangement contains a lease at contract inception and determine the classification of the lease at commencement. Operating and financing lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We do not include renewal options in the lease term when calculating the lease liability unless we are reasonably certain we will exercise the option. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Our variable lease payments consist of increases as a result of the Consumer Price Index (“CPI”) or other comparable indices, taxes, and maintenance costs. Lease expense for lease payments is recognized on a straight-line basis over the term of the lease. Below-market ground lease intangible assets and above-market ground lease intangible liabilities are included as a component of ROU assets. See Note 5 for additional disclosures on the presentation of these amounts in our consolidated balance sheets.

The implicit rate within our operating leases is generally not determinable and, as a result, we use our incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of our incremental borrowing rate requires judgment. We determine our incremental borrowing rate for each lease using estimated baseline mortgage rates. These baseline rates are determined based on a review of current mortgage debt market activity for benchmark securities across domestic and international markets, utilizing a yield curve. The rates are then adjusted for various factors, including level of collateralization and lease term.

As a Lessor: We combine non-lease components (lease arrangements that include common area maintenance services) with related lease components (lease revenues), since both the timing and pattern of transfer are the same for the non-lease component and related lease component, the lease component is the predominant component, and the lease component would otherwise be classified as an operating lease. For (i) operating lease arrangements involving real estate that include common area maintenance services and (ii) all real estate arrangements that include real estate taxes and insurance costs, we present these amounts within lease revenues in our consolidated statements of income. We record amounts reimbursed by the lessee in the period in which the applicable expenses are incurred, if the reimbursements are deemed collectible.

Net investments in sales-type leases are accounted for under ASC 842, Leases. Upon lease commencement or lease modification, we assess lease classification to determine whether the lease should be classified as an operating, direct financing, or sales-type lease. If the lease is determined to be a sales-type lease, we record a net investment in the lease, which is equal to the sum of the lease payments receivable and the unguaranteed residual value, discounted at the rate implicit in the lease. Any difference between the fair value of the asset and the net investment in the lease is considered a gain on sale of real estate and recognized upon execution of the lease.

Cash and Cash Equivalents—We consider all short-term, highly liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase to be cash equivalents. Items classified as cash equivalents include commercial paper and money market funds. Our cash and cash equivalents are held in the custody of several financial institutions, and these balances, at times, exceed federally insurable limits. We seek to mitigate this risk by depositing funds only with major financial institutions.

Restricted Cash —Restricted cash primarily consists of (i) security deposits and amounts required to be reserved pursuant to lender agreements for debt service, capital improvements, and real estate taxes, and (ii) funds designated for future 1031 Exchange transactions. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows (in thousands):

December 31,
202520242023
Cash and cash equivalents$155,329$640,373$633,860
Restricted cash (a)117,06350,32858,111
Total cash and cash equivalents and restricted cash$272,392$690,701$691,971

(a)Restricted cash is included within Other assets, net on our consolidated balance sheets. Amounts as of December 31, 2025 and 2024 include $80.9 million and $14.6 million, respectively, of proceeds from certain dispositions, which are held by an intermediary and have been designated for future 1031 Exchange transactions.

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Real Estate and Operating Real Estate—We carry land, buildings, and improvements at cost less accumulated depreciation. We capitalize costs that extend the useful life of properties or increase their value, while we expense maintenance and repairs that do not improve or extend the lives of the respective assets as incurred.

Gain/Loss on Sale—We recognize gains and losses on the sale of properties when the transaction meets the definition of a contract, criteria are met for the sale of one or more distinct assets, and control of the properties is transferred.

Internal-Use Software Development Costs and Cloud Computing Arrangements—We expense costs associated with the assessment stage of software development projects. Upon completion of the preliminary project assessment stage, we capitalize internal and external costs associated with the application development stage. We expense the personnel-related costs of training and data conversion. We also expense costs associated with the post-implementation and operation stage, including maintenance and specified upgrades; however, we capitalize internal and external costs associated with significant upgrades to existing systems that result in additional functionality. Cloud computing arrangement costs follow the internal-use software accounting guidance to determine which implementation costs to capitalize as assets or expense as incurred. Capitalized internal-use software development costs are amortized on a straight-line basis over the software’s estimated useful life, which is three toseven years. Capitalized implementation costs related to a service contract will be amortized over the term of the hosting arrangement beginning when the component of the hosting arrangement is ready for its intended use. Periodically, we reassess the useful life considering technology, obsolescence, and other factors.

Other Assets and Liabilities—We include prepaid expenses, straight-line rent receivables, tenant receivables, deferred charges, escrow balances held by lenders, restricted cash balances, marketable securities, derivative assets, other intangible assets, corporate fixed assets, our investment in shares of Lineage (a cold storage REIT) (Note 9), and office lease ROU assets in Other assets, net. We include derivative liabilities, amounts held on behalf of tenants, operating lease liabilities, and deferred revenue in Accounts payable, accrued expenses and other liabilities.

Investment in Shares of Lineage—We have elected to apply the measurement alternative under Accounting Standards Update (“ASU”) 2016-01, Financial Instruments — Overall (Subtopic 825-10) to account for our investment in 5,546,547 shares of Lineage, which is included in Other assets, net in the consolidated financial statements (Note 9). Under this alternative, the carrying value is adjusted for any impairments or changes in fair value resulting from observable transactions for similar or identical investments in the issuer. We transferred this investment from Level 3 to Level 2 within the fair value hierarchy during the third quarter of 2024 because Lineage became a publicly traded company during that period. Although its share price is actively traded on an open market, we make an adjustment to the value of our investment based on the promote value that the sponsor of our investment is entitled to. Since we were a legacy investor in Lineage prior to their public offering completed in July 2024, our ownership interest is subject to settlement at the discretion of Lineage over a three-year period, during which we will have the option to settle our investment in the form of cash or common stock. If our investment is not settled by Lineage during the three-year period, our investment will convert to common shares.

Revenue Recognition, Real Estate Leased to Others—We lease real estate to others primarily on a triple-net leased basis, whereby the tenant is generally responsible for operating expenses relating to the property, including property taxes, insurance, maintenance, repairs, and improvements.

Substantially all of our leases provide for either scheduled rent increases, periodic rent adjustments based on formulas indexed to changes in the CPI or similar indices, or percentage rents. CPI-based adjustments are contingent on future events and are therefore not included as minimum rent in straight-line rent calculations. We recognize rents from percentage rents as reported by the lessees, which is after the level of sales requiring a rental payment to us is reached. Percentage rents were insignificant for the periods presented.

For our operating leases, we recognize future minimum rental revenue on a straight-line basis over the non-cancelable lease term of the related leases and charge expenses to operations as incurred (Note 5). We record leases accounted for under the direct financing method as a net investment in direct financing leases (Note 6). The net investment is equal to the cost of the leased assets. The difference between the cost and the gross investment, which includes the residual value of the leased asset and the future minimum rents, is unearned income. We defer and amortize unearned income to income over the lease term so as to produce a constant periodic rate of return on our net investment in the lease.

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Revenue from contracts under ASC 606, Revenue from Contracts with Customers is recognized when, or as, control of promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. At contract inception, we assess the services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, we consider all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. ASC 606 does not apply to our lease revenues, which constitute a majority of our revenues, but primarily applies to revenues generated from our hotel operating properties and revenues earned from our affiliates (Note 4).

Revenue from contracts primarily represented hotel operating property revenues of $37.6 million, $43.0 million, and $76.2 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Such operating property revenues are primarily comprised of revenues from room rentals and from food and beverage services at our hotel operating properties during those years. We identified a single performance obligation for each distinct service. Performance obligations are typically satisfied at a point in time, at the time of sale, or at the rendering of the service. Fees are generally determined to be fixed. Payment is typically due immediately following the delivery of the service.

Revenue Recognition, Investment Management Operations— We earn asset management revenue in connection with providing services to CESH and NLOP. We earn asset management revenue from property management, leasing, and advisory services performed.

We earn other advisory income and reimbursements from NLOP for certain administrative services, including day-to-day management services, investor relations, accounting, tax, legal, and other administrative matters, paid in cash.

CESH reimburses us for certain personnel and overhead costs that we incur on their behalf. We record reimbursement income as the expenses are incurred, subject to limitations imposed by the advisory agreements. Revenue from contracts with affiliates under ASC 606 is discussed in Note 4.

Asset Retirement Obligations —Asset retirement obligations relate to the legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development, and/or normal operation of a long-lived asset. The fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred or at the point of acquisition of an asset with an assumed asset retirement obligation, and the cost of such liability is recorded as an increase in the carrying amount of the related long-lived asset by the same amount. The liability is accreted each period and the capitalized cost is depreciated over the estimated remaining life of the related long-lived asset. Revisions to estimated retirement obligations result in adjustments to the related capitalized asset and corresponding liability.

In order to determine the fair value of the asset retirement obligations, we make certain estimates and assumptions including, among other things, projected cash flows, the borrowing interest rate, and an assessment of market conditions that could significantly impact the estimated fair value. These estimates and assumptions are subjective.

Depreciation—We compute depreciation of building and related improvements using the straight-line method over the estimated remaining useful lives of the properties (not to exceed 40 years) and furniture, fixtures, and equipment. We compute depreciation of tenant improvements using the straight-line method over the lesser of the remaining term of the lease or the estimated useful life.

Stock-Based Compensation—We have granted restricted share awards (“RSAs”), restricted share units (“RSUs”), and performance share units (“PSUs”) to certain employees, independent directors, and nonemployees. Grants were awarded in the name of the recipient subject to certain restrictions of transferability and a risk of forfeiture. Stock-based compensation expense for all equity-classified stock-based compensation awards is based on the grant date fair value estimated in accordance with current accounting guidance for share-based payments, which includes awards granted to certain nonemployees. We recognize these compensation costs for only those shares expected to vest on a straight-line basis over the requisite service or performance period of the award. We include stock-based compensation within Additional paid-in capital in the consolidated statements of equity and Stock-based compensation expense in the consolidated statements of income.

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Foreign Currency Translation and Transaction Gains and Losses—We have interests in international real estate investments primarily in Europe, Canada, and Japan, and the primary functional currencies for those investments are the euro, the British pound sterling, the Danish krone, the Canadian dollar, and the Japanese yen. We perform the translation from these currencies to the U.S. dollar for assets and liabilities using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the average exchange rate during the month in which the transaction occurs. We report the gains and losses resulting from such translation as a component of other comprehensive income in equity. These translation gains and losses are fully reclassified out of foreign currency translation adjustments (within Accumulated other comprehensive loss in the consolidated balance sheets) and released to net income (within Gain on sale of real estate, net, in the consolidated statements of income) when we have substantially exited from all investments in the related currency. During the year ended December 31, 2025, we exited all investments denominated in Norwegian krone (Note 13, Note 16).

A transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later), realized upon settlement of a foreign currency transaction generally will be included in net income for the period in which the transaction is settled. Also, foreign currency intercompany transactions that are scheduled for settlement, consisting primarily of accrued interest and the translation to the reporting currency of intercompany debt that is short-term or has scheduled principal payments, are included in the determination of net income (within Other gains and (losses) in the consolidated statements of income).

The translation impact of foreign currency transactions of a long-term nature (that is, settlement is not planned or anticipated in the foreseeable future), in which the entities involved in the transactions are consolidated or accounted for by the equity method in our consolidated financial statements, are not included in net income but are reported as a component of other comprehensive income in equity.

Derivative Instruments—We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For derivatives designated and that qualify as cash flow hedges, the change in fair value of the derivative is recognized in Other comprehensive income (loss) until the hedged transaction affects earnings. Gains and losses on the cash flow hedges representing hedge components excluded from the assessment of effectiveness are recognized in earnings over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election. Such gains and losses are recorded within Other gains and (losses) or Interest expense in our consolidated statements of income. The earnings recognition of excluded components is presented in the same line item as the hedged transactions. For derivatives designated and that qualify as a net investment hedge, the change in the fair value and/or the net settlement of the derivative is reported in Other comprehensive income (loss) as part of the cumulative foreign currency translation adjustment. Amounts are reclassified out of Other comprehensive income (loss) into earnings (within Gain on sale of real estate, net, in our consolidated statements of income) when the hedged investment is either sold or substantially liquidated. In accordance with fair value measurement guidance, counterparty credit risk is measured on a net portfolio position basis.

Income Taxes—We conduct business in various states and municipalities primarily within North America and Europe, and as a result, we or one or more of our subsidiaries file income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. We derive most of our REIT income from our real estate operations. Our domestic real estate operations are generally not subject to federal tax, and accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements for these operations. These operations may be subject to certain state and local taxes, as applicable. A taxable REIT subsidiary (“TRS”) may perform additional services for our tenants and generally may engage in any real estate or non-real estate-related business. These operations are subject to federal, state, local, and foreign taxes, as applicable. Our financial statements are prepared on a consolidated basis including these TRSs and include a provision for current and deferred taxes on these operations.

Significant judgment is required in determining our tax provision and in evaluating our tax positions. We establish tax reserves based on a benefit recognition model, which could result in a greater amount of benefit (and a lower amount of reserve) being initially recognized in certain circumstances. Provided that the tax position is deemed more likely than not of being sustained, we recognize the largest amount of tax benefit that is greater than 50% likely of being ultimately realized upon settlement. We derecognize the tax position when it is no longer more likely than not of being sustained.

Our earnings and profits, which determine the taxability of distributions to stockholders, differ from net income reported for financial reporting purposes due primarily to differences in depreciation, including hotel properties, and timing differences of rent recognition and certain expense deductions, for federal income tax purposes.

W. P. Carey 2025 10-K – 65

We recognize deferred income taxes in certain of our subsidiaries taxable in the United States or in foreign jurisdictions. Deferred income taxes are generally the result of temporary differences (items that are treated differently for tax purposes than for GAAP purposes as described in Note 15). In addition, deferred tax assets arise from unutilized tax net operating losses, generated in prior years. Deferred income taxes are computed under the asset and liability method. The asset and liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between tax bases and financial bases of assets and liabilities. We provide a valuation allowance against our deferred income tax assets when we believe that it is more likely than not that all or some portion of the deferred income tax asset may not be realized. Whenever a change in circumstances causes a change in the estimated realizability of the related deferred income tax asset, the resulting increase or decrease in the valuation allowance is included in deferred income tax expense (benefit).

Earnings Per Share—Basic earnings per share is calculated by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings per share reflects potentially dilutive securities (RSAs, RSUs, PSUs, and shares available for issuance under our ATM Forwards, as defined in Note 13) using the treasury stock method, except when the effect would be anti-dilutive.

Reference Rate Reform— During the first quarter of 2023, we applied the guidance in ASC 848, Reference Rate Reform and elected the practical expedient to transition certain contracts that reference London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”), including our Senior Unsecured Credit Facility (Note 11) and certain derivative instruments. The application of this guidance did not have a material impact on our consolidated financial statements.

Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, requiring all public business entities to provide additional disclosure of the nature of expenses included in the consolidated statements of income. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim reporting periods beginning after December 15, 2027, on a prospective basis, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires public companies to annually (i) disclose specific categories in the rate reconciliation disclosure and (ii) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pre-tax income or loss by the applicable statutory income tax rate). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions, among other changes. We adopted this standard for our annual period beginning January 1, 2025 on a prospective basis. The adoption of this standard did not have a material impact on our consolidated financial statements, but has resulted in incremental disclosures within the footnotes to our consolidated financial statements (Note 15).

Note 3. NLOP Spin-Off

Spin-Off

On November 1, 2023, we completed the Spin-Off of 59 office properties into NLOP (Note 1). The Spin-Off was accomplished via a pro rata dividend of one NLOP common share for every 15 shares of WPC common stock outstanding. Following the closing of the Spin-Off, NLOP operates as a separate publicly-traded REIT, for which we serve as advisor pursuant to the NLOP Advisory Agreements executed in connection with the Spin-Off, as described below in further detail.

W. P. Carey 2025 10-K – 66

On the date of the Spin-Off, NLOP’s portfolio of 59 office properties totaled approximately 9.3 million leasable square feet (including 0.6 million of operating square footage for a parking garage at a domestic property) (unaudited) primarily leased to 62 corporate tenants on a single-tenant net lease basis. The vast majority of the office properties owned by NLOP are located in the United States, with the balance in Europe. NLOP’s portfolio generated contractual minimum annualized base rent (“ABR”) totaling approximately $145 million as of September 30, 2023. We also derecognized non-recourse mortgages encumberingten properties totaling $164.7 million.

The following table summarizes assets, liabilities, and equity derecognized in connection with the Spin-Off (in thousands):

Assets
Investments in real estate:
Land, buildings and improvements — net lease and other$1,299,400
In-place lease and other intangible assets373,631
Above-market rent intangible assets58,426
Investments in real estate1,731,457
Accumulated depreciation and amortization(454,768)
Net investments in real estate1,276,689
Cash and cash equivalents and restricted cash9,141
Other assets, net (excluding restricted cash)70,472
Goodwill (Note 7)61,737
Less: impairment charges (Note 9)(47,282)
Total assets$1,370,757
Liabilities and Equity
Non-recourse mortgages, net$164,743
Accounts payable, accrued expenses and other liabilities54,199
Below-market rent intangible liabilities11,799
Deferred income taxes9,718
Total liabilities240,459
Distributions in excess of accumulated earnings229,712
Accumulated other comprehensive loss(35,664)
Noncontrolling interests4,406
Total equity198,454
Total liabilities and equity$438,913

W. P. Carey 2025 10-K – 67

The following table summarizes the impact to the components of Total equity in connection with the Spin-Off (in thousands):

Impact to Total Equity
Total assets derecognized (excluding cash and cash equivalents and restricted cash)$(1,361,616)
Total liabilities derecognized240,459
Net assets derecognized(1,121,157)
Less: Proceeds in connection with the Spin-Off, reflecting cash and cash equivalents and restricted cash derecognized (described below under “Debt Facility”)343,885
Impact to Total equity$(777,272)
Impact to Components of Total Equity
Distributions in excess of accumulated earnings derecognized$(229,712)
Accumulated other comprehensive income derecognized35,664
Noncontrolling interests derecognized(4,406)
Reduction to Additional paid-in capital(578,818)
Impact to Total equity$(777,272)

NLOP Agreements

Pursuant to the NLOP Advisory Agreements, which we entered into on November 1, 2023, we provide NLOP with strategic management services, including asset management, property disposition support, and various related services. NLOP will pay us an asset management fee, which was initially set at an annual amount of approximately $7.5 million and is being reduced proportionately following the disposition of each portfolio property. Such fees are included in Asset management revenue on our consolidated statements of income. In addition, NLOP will reimburse us a base administrative amount of approximately $4.0 million annually, for certain administrative services, including day-to-day management services, investor relations, accounting, tax, legal, and other administrative matters. Such amounts are included in Other advisory income and reimbursements on our consolidated statements of income.

On October 31, 2023, we entered into a Separation and Distribution Agreement, which set forth the various individual transactions to be consummated that comprised the Separation and the Distribution, including the assets transferred to and liabilities assumed by NLOP.

On October 31, 2023, we also entered into a Tax Matters Agreement, which governs the respective rights, responsibilities, and obligations of us and NLOP after the Distribution, with respect to tax liabilities and benefits, the preparation and filing of tax returns, the control of audits and other tax proceedings, tax covenants, tax indemnification, cooperation, and information sharing.

Debt Facility

In September 2023, NLOP entered into a new $455 million debt facility, which was executed by NLOP and funded upon the closing of the Spin-Off on November 1, 2023 (the “NLOP Financing Arrangements”). Approximately $343.9 million of this amount (net of (i) transaction expenses and (ii) cash and cash equivalents and restricted cash derecognized) was retained by us in connection with the Spin-Off.

Spin-Off Costs

In connection with the Spin-Off, we incurred approximately $61.6 million in total costs, comprised of (i) $10.0 million of advisory fees, which is included in Merger and other expenses on our consolidated statements of income ($4.9 million of such fees were recognized during the year ended December 31, 2022 and $5.1 million were recognized during the year ended December 31, 2023); and (ii) $51.6 million of additional Spin-Off related costs (including $14.4 million of financing costs incurred in connection with the NLOP Financing Arrangements), which were reimbursed to us by NLOP in connection with the Spin-Off.

W. P. Carey 2025 10-K – 68

Note 4. Agreements and Transactions with Related Parties

Advisory Agreements with NLOP and CESH

We currently have advisory arrangements with NLOP and CESH, pursuant to which we earn fees and are entitled to receive reimbursement for certain administrative expenses. The NLOP Advisory Agreements are described in Note 3.

The following tables present a summary of revenue earned and reimbursable costs received/accrued from NLOP and CESH for the periods indicated, included in the consolidated financial statements (in thousands):

Years Ended December 31,
202520242023
Asset management revenue (a) (b)$4,957$6,597$2,184
Administrative reimbursements (a) (c)4,0004,000667
Reimbursable costs from affiliates (a) (c)284224368
$9,241$10,821$3,219
Years Ended December 31,
202520242023
NLOP$8,578$10,243$1,912
CESH6635781,307
$9,241$10,821$3,219

(a)Amounts represent revenues from contracts under ASC 606.

(b)Included within Asset management revenue in the consolidated statements of income.

(c)Included within Other advisory income and reimbursements in the consolidated statements of income.

The following table presents a summary of amounts due from affiliates, which are included within Other assets, net in the consolidated financial statements (in thousands):

December 31,
20252024
Accounts receivable$535$462
Asset management fees receivable391554
Reimbursable costs7073
$996$1,089

Performance Obligations and Significant Judgments

The fees earned pursuant to our advisory agreements are considered variable consideration. For the agreements that include multiple performance obligations, including asset management services, revenue is allocated to each performance obligation based on estimates of the price that we would charge for each promised service if it were sold on a standalone basis.

Judgment is applied in assessing whether there should be a constraint on the amount of fees recognized, such as amounts in excess of certain threshold limits with respect to the contract price or any potential clawback provisions included in certain of our arrangements. We exclude fees subject to such constraints to the extent it is probable that a significant reversal of those amounts will occur.

Asset Management Revenue

Under the advisory agreement with NLOP, we earn an asset management fee, paid in cash, which was initially set at an annual amount of $7.5 million and is being reduced proportionately following the disposition of each portfolio property. Under the advisory agreement with CESH, we earn asset management revenue at a rate of 1.0% based on its gross assets at fair value, paid in cash.

W. P. Carey 2025 10-K – 69

The performance obligation for asset management services is satisfied over time as services are rendered. The time-based output method is used to measure progress over time, as this is representative of the transfer of the services. We are compensated for our services on a monthly or quarterly basis. However, these services represent a series of distinct daily services under ASC 606, Revenue from Contracts with Customers. Accordingly, we satisfy the performance obligation and resolve the variability associated with our fees on a daily basis. We apply the practical expedient and, as a result, do not disclose variable consideration attributable to wholly or partially unsatisfied performance obligations as of the end of the reporting period.

In providing asset management services, we are reimbursed for certain costs. Direct reimbursement of these costs does not represent a separate performance obligation. Payment for asset management services is typically due on the first business day following the month of the delivery of the service.

Administrative Reimbursements

Under the advisory agreement with NLOP, we earn a base administrative amount of approximately $4.0 million annually, for certain administrative services, including day-to-day management services, investor relations, accounting, tax, legal, and other administrative matters, paid in cash.

Reimbursable Costs from Affiliates

CESH reimburses us in cash for certain personnel and overhead costs that we incur on its behalf, based on actual expenses incurred.

Other Transactions with Affiliates and Related Parties

Captive Insurance Company

In March 2025, we formed a wholly owned captive insurance company, which commenced operations in May 2025 and insures a portion of the North American real property portfolios of each of NLOP and us. Annual property insurance premiums from NLOP properties (commencing May 1, 2025) total $0.7 million, of which we recognized $0.4 million for the year ended December 31, 2025, which is included in Other gains and (losses) in the consolidated financial statements. Our captive insurance company does not have a material impact on our consolidated financial statements.

Other

At December 31, 2025, we owned interests ineight jointly owned investments in real estate, with the remaining interests held by third parties. We consolidate five such investments and account for the remaining three investments under the equity method of accounting (Note 8). In addition, we owned limited partnership units of CESH at that date. We elected to account for our investment in CESH under the fair value option (Note 8).

Note 5. Land, Buildings and Improvements, and Assets Held for Sale

Land, Buildings and Improvements — Net Lease and Other

Land and buildings leased to others, which are subject to operating leases, and real estate under construction, are summarized as follows (in thousands):

December 31,
20252024
Land$2,839,757$2,398,409
Buildings and improvements11,531,63410,388,418
Real estate under construction79,91556,042
Less: Accumulated depreciation(2,026,829)(1,701,892)
$12,424,477$11,140,977

W. P. Carey 2025 10-K – 70

During 2025, the U.S. dollar weakened against the euro, as the end-of-period rate for the U.S. dollar in relation to the euro increased by 13.1% to $1.1750 from $1.0389. As a result of this fluctuation in foreign currency exchange rates, the carrying value of our Land, buildings and improvements — net lease and other increased by $435.9 million from December 31, 2024 to December 31, 2025.

During the year ended December 31, 2025, we reclassified a portfolio of 26 properties classified as Land, buildings and improvements — net lease and other to Net investments in finance leases and loans receivable since we entered into an agreement to sell the properties to the tenant. As a result, the carrying value of our Land, buildings and improvements — net lease and other decreased by $121.0 million from December 31, 2024 to December 31, 2025 (Note 6). These properties were sold in June 2025.

During the year ended December 31, 2025, we reclassified a property classified as Land, buildings and improvements — net lease and other to Net investments in finance leases and loans receivable since we entered into an agreement to sell the property to the tenant. As a result, the carrying value of our Land, buildings and improvements — net lease and other decreased by $3.5 million from December 31, 2024 to December 31, 2025 (Note 6). This property was sold in July 2025.

On September 1, 2024, we entered into net lease agreements for certain self-storage properties previously classified as operating properties. On April 1, 2025, two of these net leases commenced; on July 1, 2025, one of these net leases commenced; and on August 1, 2025, one of these net leases commenced. As a result, on those dates, we reclassified four self-storage properties with an aggregate carrying value of $51.3 million from Land, buildings and improvements — operating properties to Land, buildings and improvements — net lease and other. Effective as of those times, we began recognizing lease revenues from these properties, whereas previously we recognized operating property revenues and expenses from these properties.

In connection with changes in lease classifications due to extensions of the underlying leases, we reclassified three properties with an aggregate carrying value of $15.0 million from Net investments in finance leases and loans receivable to Land, buildings and improvements — net lease and other during 2025 (Note 6).

Depreciation expense, including the effect of foreign currency translation, on our buildings and improvements subject to operating leases was $331.1 million, $292.9 million, and $325.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.

W. P. Carey 2025 10-K – 71

Acquisitions of Real Estate During 2025

During 2025, we entered into the following investments, which were deemed to be real estate asset acquisitions (dollars in thousands):

Property Location(s)Number of PropertiesDate of AcquisitionProperty TypeTotal Capitalized Costs (a)
Various, United States (a)592/26/2025Industrial, Warehouse$136,022
Various, United States (b)43/3/2025Retail8,474
Mishawaka, Indiana13/26/2025Specialty (Healthcare)31,762
Various, Germany (3 properties) and La Garriga, Spain (c)44/11/2025Industrial42,981
Santa Fe Springs, California14/23/2025Warehouse128,043
Various, Italy (7 properties) and Málaga and Burgos, Spain (c)95/13/2025Industrial73,280
Chattanooga, Tennessee16/16/2025Industrial20,247
Newark, New Jersey and Boston, Massachusetts26/17/2025Industrial101,856
San Francisco, California17/11/2025Industrial49,604
Various, United States (d)87/11/2025; 8/28/2025Retail15,796
Loughborough and Ilkeston, United Kingdom (c)27/16/2025Retail68,308
Houston, Texas17/31/2025Industrial18,357
Various, France (3 properties) and Medina del Campo, Spain (c)47/31/2025Industrial56,388
Various, Italy (c)358/6/2025Industrial, Warehouse81,900
Monterrey and San Juan del Rio, Mexico48/26/2025Industrial44,033
Mesquite, Texas19/18/2025Industrial92,271
Kissimmee, Florida19/23/2025Retail14,338
Toronto and Markham, Canada; and Lee’s Summit, Missouri (c)39/24/2025Industrial67,170
Compton, California110/1/2025Warehouse5,937
Various, United States (d)410/2/2025Specialty (Healthcare)137,275
San Juan del Rio, Mexico110/2/2025Industrial9,999
Various, United States (e)810/9/2025; 12/10/2025Retail15,986
New Hartford, New York111/26/2025Retail (Car Wash)5,084
Wasserburg am Inn, Germany (c)112/16/2025Industrial27,142
Cesena and Gela, Italy (c)212/17/2025Industrial, Warehouse2,218
Various, United States (f)1012/18/2025Retail321,826
Navarra and Zaragoza, Spain (c)412/22/2025Warehouse80,020
173$1,656,317

(a)This investment includes properties located across 13 U.S. states.

(b)This investment includes properties located across three U.S. states.

(c)Amount reflects the applicable exchange rate on the date of transaction.

(d)This investment includes properties located across four U.S. states.

(e)This investment includes properties located across five U.S. states.

(f)This investment includes properties located across nine U.S. states.

W. P. Carey 2025 10-K – 72

The aggregate purchase price allocation for investments disclosed above is as follows (dollars in thousands):

Total Capitalized Costs
Land$420,119
Buildings and improvements995,255
Intangible assets and liabilities:
In-place lease (weighted-average expected life of 16.0 years)252,165
Above-market rent (expected life of 15.5 years)14,059
Below-market rent (expected life of 5.7 years)(3,061)
Right-of-use assets:
Land lease right-of-use assets2,296
Below-market ground lease intangibles1,495
Prepaid rent liabilities(23,715)
Operating lease liabilities(2,296)
$1,656,317

Acquisitions of Real Estate During 2024 — We entered into 25 investments, which were deemed to be real estate asset acquisitions, at a total cost of $1.2 billion, including land of $219.4 million, buildings of $772.3 million, in-place lease intangibles of $166.1 million, above-market rent intangibles of $7.1 million, below-market rent intangibles of $0.4 million, land lease ROU assets of $4.3 million, below-market ground lease intangibles of $3.5 million, debt discount and deferred financing costs on non-recourse mortgage loans assumed of $4.2 million, and operating lease liabilities of $4.3 million.

Acquisitions of Real Estate During 2023 — We entered into 12 investments, which were deemed to be real estate asset acquisitions, at a total cost of $1.2 billion, including land of $212.6 million, buildings of $774.1 million, in-place lease intangibles of $185.9 million, ROU assets of $13.0 million, and prepaid rent liabilities of $6.9 million.

Real Estate Under Construction — Net Lease and Operating Properties

During 2025, we capitalized real estate under construction totaling $98.2 million. The number of construction projects in progress with balances included in real estate under construction wasten andfour as of December 31, 2025 and 2024, respectively. Aggregate unfunded commitments totaled approximately $125.3 million and $72.1 million as of December 31, 2025 and 2024, respectively.

During 2025, we completed the following construction projects (dollars in thousands):

Property Location(s)Primary Transaction TypeNumber of PropertiesDate of CompletionProperty TypeTotal Capitalized Costs
Galeras, MexicoExpansion16/26/2025Industrial$4,843
Bedford, MassachusettsRedevelopment17/22/2025Research and Development42,059
Surprise, Arizona (a)Build-to-Suit110/27/2025Industrial22,042
3$68,944

(a)The tenant at this property commenced paying rent in January 2026.

During 2024, we completed five construction projects, at a total cost of $87.0 million.

During 2023, we completed four construction projects, at a total cost of $60.7 million.

During 2025, we committed to fund nine construction projects, for an aggregate amount of $157.0 million. We currently expect to complete the projects in 2026 and 2027.

Capitalized interest incurred during construction was $1.1 million, $1.0 million, and $0.6 million for the years ended December 31, 2025, 2024, and 2023 respectively, which reduces Interest expense in the consolidated statements of income.

W. P. Carey 2025 10-K – 73

Dispositions of Properties

During 2025, we sold 34 properties, which were classified as Land, buildings and improvements — net lease and other. As a result, the carrying value of our Land, buildings and improvements — net lease and other decreased by $300.3 million from December 31, 2024 to December 31, 2025 (Note 16).

Other Lease-Related Income

2025—For the year ended December 31, 2025, Other lease-related income on our consolidated statements of income included: (i) lease termination income totaling $16.9 million and (ii) other lease-related settlements totaling $5.3 million.

2024—For the year ended December 31, 2024, Other lease-related income on our consolidated statements of income included: (i) lease termination income totaling $7.0 million and (ii) other lease-related settlements totaling $11.8 million.

2023— For the year ended December 31, 2023, Other lease-related income on our consolidated statements of income included: (i) lease termination income totaling $11.9 million received from two tenants in connection with the sales of the properties they occupied and (ii) other lease-related settlements totaling $9.1 million.

Leases

Operating Lease Income

Lease income related to operating leases recognized and included in the consolidated statements of income is as follows (in thousands):

Years Ended December 31,
202520242023
Lease income — fixed$1,313,926$1,186,730$1,254,340
Lease income — variable (a)165,278145,058173,036
Total operating lease income$1,479,204$1,331,788$1,427,376

(a)Includes (i) rent increases based on changes in the CPI and other comparable indices and (ii) reimbursements for property taxes, insurance, and common area maintenance services.

Scheduled Future Lease Payments to be Received

Scheduled future lease payments to be received (exclusive of expenses paid by tenants, percentage of sales rents, and future CPI-based adjustments) under non-cancelable operating leases at December 31, 2025 are as follows (in thousands):

Years Ending December 31,Total
2026$1,426,069
20271,400,521
20281,364,800
20291,310,345
20301,261,348
Thereafter11,763,531
Total$18,526,614

See Note 6 for scheduled future lease payments to be received under non-cancelable direct financing leases and sales-type leases.

W. P. Carey 2025 10-K – 74

Lease Cost

Lease costs for operating leases are included in (i) General and administrative expenses (office leases), (ii) Property expenses, excluding reimbursable tenant costs (land leases), and (iii) Reimbursable tenant costs (land leases) in the consolidated statements of income. Certain information related to the total lease cost for operating leases is as follows (in thousands):

Years Ended December 31,
202520242023
Fixed lease cost$16,359$15,550$15,518
Variable lease cost2,2041,9921,731
Total lease cost$18,563$17,542$17,249

During the years ended December 31, 2025, 2024, and 2023, we received sublease income totaling approximately $5.6 million, $5.0 million, and $4.9 million, respectively, which is included in Lease revenues in the consolidated statements of income.

Other Information

Supplemental balance sheet information related to ROU assets and lease liabilities is as follows (dollars in thousands):

December 31,
Location on Consolidated Balance Sheets · 2025 · 2024
Operating ROU assets — land leasesIn-place lease intangible assets and other$123,242$115,156
Finance ROU assets — land and building leasesIn-place lease intangible assets and other26,86025,253
Operating ROU assets — office leasesOther assets, net47,71951,319
Total operating ROU assets$197,821$191,728
Operating lease liabilitiesAccounts payable, accrued expenses and other liabilities$144,252$143,274
Weighted-average remaining lease term — operating leases23.8 years23.4 years
Weighted-average discount rate — operating leases6.9%6.8%
Number of land lease arrangements — operating leases7172
Weighted-average remaining lease term — finance leases (a)57.8 years56.4 years
Number of land and building lease arrangements — finance leases32
Number of office space arrangements44
Remaining lease term range (excluding extension options not reasonably certain of being exercised)<1 – 94 years<1 – 95 years

(a)There are no related lease liabilities for our finance ROU assets. Therefore, there is no applicable weighted-average discount rate for such assets.

Cash paid for operating lease liabilities included in Net cash provided by operating activities totaled $17.3 million, $16.2 million, and $16.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.

W. P. Carey 2025 10-K – 75

Undiscounted Cash Flows

A reconciliation of the undiscounted cash flows for operating leases recorded on the consolidated balance sheet within Accounts payable, accrued expenses and other liabilities as of December 31, 2025 is as follows (in thousands):

Years Ending December 31,Total
2026$15,361
202715,947
202815,849
202914,927
203014,398
Thereafter234,536
Total lease payments311,018
Less: amount of lease payments representing interest(166,766)
Present value of future lease payments/lease obligations$144,252

Land, Buildings and Improvements — Operating Properties

At December 31, 2025, Land, buildings and improvements — operating properties consisted of our investments in 11 self-storage properties, four hotels, andone student housing property. At December 31, 2024, Land, buildings and improvements — operating properties consisted of our investments in 78 self-storage properties, four hotels, andtwo student housing properties. Below is a summary of our Land, buildings and improvements — operating properties (in thousands):

December 31,
20252024
Land$25,665$144,871
Buildings and improvements260,4141,053,805
Less: Accumulated depreciation(59,626)(100,575)
$226,453$1,098,101

During the year ended December 31, 2025, the U.S. dollar weakened against the British pound sterling, resulting in an increase of $7.0 million in the carrying value of our Land, buildings and improvements — operating properties from December 31, 2024 to December 31, 2025.

As described above under Land, Buildings and Improvements — Net Lease and Other, on September 1, 2024, we entered into net lease agreements for certain self-storage properties previously classified as operating properties. On April 1, 2025, two of these net leases commenced; on July 1, 2025, one of these net leases commenced; and on August 1, 2025, one of these net leases commenced. As a result, on those dates, we reclassified four self-storage properties with an aggregate carrying value of $51.3 million from Land, buildings and improvements — operating properties to Land, buildings and improvements — net lease and other. Effective as of those times, we began recognizing lease revenues from these properties, whereas previously we recognized operating property revenues and expenses from these properties.

Depreciation expense, including the effect of foreign currency translation, on our buildings and improvements attributable to operating properties was $22.5 million, $28.7 million, and $29.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Dispositions of Properties

During the year ended December 31, 2025, we sold 63 self-storage operating properties andone student housing operating property, which were classified as Land, buildings and improvements — operating properties. As a result, the carrying value of our Land, buildings and improvements — operating properties decreased by $802.1 million from December 31, 2024 to December 31, 2025 (Note 16).

W. P. Carey 2025 10-K – 76

Acquisitions of Operating Real Estate During 2024 — We entered intoone self-storage operating property investment, which was deemed to be a real estate asset acquisition, at a cost of $7.4 million, including land of $1.7 million, buildings of $5.3 million, and in-place lease intangibles of $0.4 million.

Acquisitions of Operating Real Estate During 2023 — We entered into four self-storage operating property investments, which were deemed to be real estate asset acquisitions, at a total cost of $47.3 million, including land of $13.5 million, buildings of $31.9 million, and in-place lease intangibles of $1.8 million.

For the year ended December 31, 2025, Land, buildings and improvements — operating properties revenues totaling $112.5 million were comprised of $103.9 million in lease revenues and $8.6 million in other income (such as food and beverage revenue) from 78 consolidated self-storage properties, four consolidated hotels, andtwo consolidated student housing properties. For the year ended December 31, 2024, Land, buildings and improvements — operating properties revenues totaling $146.8 million were comprised of $136.5 million in lease revenues and $10.3 million in other income (such as food and beverage revenue) from 81 consolidated self-storage properties, five consolidated hotels, andtwo consolidated student housing properties. For the year ended December 31, 2023, Land, buildings and improvements — operating properties revenues totaling $180.3 million were comprised of $164.5 million in lease revenues and $15.8 million in other income from 80 consolidated self-storage properties,13 consolidated hotels, andtwo consolidated student housing properties. We derive self-storage revenue primarily from rents received from customers who rent storage space under month-to-month leases for personal or business use. We derive hotel revenue primarily from room rentals, as well as food, beverage, and other services. We earn student housing operating revenue primarily from leases of one year or less with individual students.

Assets Held for Sale, Net

Below is a summary of our properties held for sale (in thousands):

December 31,
20252024
Land, buildings and improvements — net lease and other$3,741$—
Accumulated depreciation and amortization(414)—
Assets held for sale, net$3,327$—

At December 31, 2025, we hadone property classified as Assets held for sale, net, with an aggregate carrying value of $3.3 million. This property was sold in January 2026 (Note 18).

Note 6. Finance Receivables

Assets representing rights to receive money on demand or at fixed or determinable dates are referred to as finance receivables. Our finance receivables portfolio consists of our Net investments in finance leases and loans receivable (net of allowance for credit losses). Operating leases are not included in finance receivables. See Note 2 and Note 5 for information on ROU operating lease assets recognized in our consolidated balance sheets.

Finance Receivables

Net investments in finance leases and loans receivable are summarized as follows (in thousands):

Maturity Date · December 31,
2025 · 2024
Sale-leaseback transactions accounted for as loans receivable (a)2038 – 2057$857,931$451,813
Net investments in direct financing leases (b)2026 – 2036267,530277,698
Secured loans receivable (c)202635,78331,857
Net investments in sales-type leases (c)205710,64236,891
$1,171,886$798,259

(a)These investments are accounted for as loans receivable in accordance with ASC 310, Receivables and ASC 842, Leases. Maturity dates reflect the current lease maturity dates. Amounts are net of allowance for credit losses of $35.3 million and $14.3 million as of December 31, 2025 and 2024, respectively.

W. P. Carey 2025 10-K – 77

(b)Amounts are net of allowance for credit losses, as disclosed below under Net Investments in Direct Financing Leases.

(c)These investments are assessed for credit loss allowances but no such allowances were recorded as of December 31, 2025 or 2024.

During the year ended December 31, 2025, the U.S. dollar weakened against the euro, resulting in a $40.6 million increase in the carrying value of Net investments in finance leases and loans receivable from December 31, 2024 to December 31, 2025.

Income from finance leases and loans receivable is summarized as follows (in thousands):

Years Ended December 31,
202520242023
Sale-leaseback transactions accounted for as loans receivable$56,419$22,754$14,715
Net investments in direct financing leases30,44734,37549,950
Secured loans receivable2,5802,8534,399
Net investments in sales-type leases1,50213,28038,109
$90,948$73,262$107,173

Loans Receivable

During the year ended December 31, 2025, we entered into the following sale-leasebacks, which were deemed to be loans receivable in accordance with ASC 310, Receivables and ASC 842, Leases (dollars in thousands):

Property Location(s)Number of PropertiesDate of AcquisitionProperty TypeTotal Investment
Blytheville, Arkansas (a)13/27/2025Industrial$91,910
McDonald, Tennessee16/27/2025Industrial166,060
Various, United Kingdom (3 properties), Czech Republic (2 properties), and Slovakia (1 property) (b)67/3/2025Industrial103,380
Delphos, Ohio (c)110/24/2025Industrial8,693
9$370,043

(a)In connection with this acquisition, we capitalized (i) land lease right-of-use assets totaling $1.5 million, which are included within In-place lease intangible assets and other on our consolidated balance sheets, and (ii) operating lease liabilities totaling $1.5 million, which are included within Accounts payable, accrued expenses and other liabilities on our consolidated balance sheets.

(b)Amount reflects the applicable exchange rate on the date of transaction.

(c)In connection with this acquisition, we committed to fund (i) an expansion at this facility for $2.0 million and (ii) a build-to-suit project for a new industrial facility for $36.0 million, both of which are expected to be completed in the fourth quarter of 2026.

During the year ended December 31, 2024, we entered into three sale-leasebacks, which were deemed to be loans receivable, at a total cost of $238.6 million.

During the years ended December 31, 2025, 2024, and 2023, we recorded an allowance for credit losses of $21.0 million, $13.5 million, and $0.8 million, respectively, on our sale-leaseback transactions accounted for as loans receivables due to changes in economic conditions.

W. P. Carey 2025 10-K – 78

On May 22, 2025, we committed to fundtwo construction projects totaling approximately $120.3 million on a consolidated basis (of which our proportionate share is approximately $108.3 million), for concert venues located in Austin, Texas, and Portland, Oregon, which we expect to be completed in 2026 and 2027, respectively. We own a 90% controlling interest in both investments, which we consolidate. In connection with these projects, and in accordance with ASC 310, Receivables and ASC 842, Leases, during the year ended December 31, 2025 we capitalized land and buildings totaling $33.8 million, which is recorded in Net investments in finance leases and loans receivable in our consolidated financial statements. Our joint-venture partner contributed $12.6 million to the projects during the year ended December 31, 2025, including a non-cash contribution of land for $3.9 million during the second quarter of 2025, which is reflected in Noncontrolling interests in our consolidated financial statements.

At December 31, 2025, the following construction loans are accounted for as secured loan receivables for accounting purposes in accordance with the acquisition, development and construction arrangement sub-section of ASC 310, Receivables(in thousands):

Location/Description · Funded Year to Date · Loan Maturity Date (a) · Total Funded as of December 31,
2025 · 2024
Las Vegas, Nevada (retail)$1,556Dec. 2026$18,367$16,811
Las Vegas, Nevada (mixed use)2,371Nov. 202617,41715,046
$3,927$35,784$31,857

(a)The borrowers for these construction loans retain certain loan maturity extension options.

In June 2024, in connection with a property disposition, we provided financing to the buyer of $15.0 million with an interest rate of 15.0%. In September 2024, this secured loan receivable was repaid to us for $15.0 million.

In March 2024, a secured loan receivable was repaid to us for $24.0 million. In connection with this repayment, we recorded a release of allowance for credit losses of $2.1 million since the loan principal was fully repaid. In addition, we collected $1.4 million of unpaid interest related to a prior year upon repayment of this secured loan receivable, which was included in Income from finance leases and loans receivable on the consolidated statements of income for the year ended December 31, 2025.

In August 2023, one of our secured loans receivable was repaid to us for $28.0 million. In connection with this repayment, we received an $0.6 million prepayment penalty from the borrower, which was included in Income from finance leases and loans receivable in the consolidated financial statements for the year ended December 31, 2023.

Net Investments in Direct Financing Leases

Net investments in direct financing leases is summarized as follows (in thousands):

December 31,
20252024
Lease payments receivable$146,467$178,639
Unguaranteed residual value244,928273,502
391,395452,141
Less: unearned income(120,120)(150,383)
Less: allowance for credit losses (a)(3,745)(24,060)
$267,530$277,698

(a)During the years ended December 31, 2025, 2024, and 2023, we recorded a net allowance for credit losses of $2.3 million, $16.2 million, and $28.2 million, respectively, on our net investments in direct financing leases due to changes in expected economic conditions, which was included within Other gains and (losses) in our consolidated statements of income. In addition, during the year ended December 31, 2025, we reduced the allowance for credit losses balance by $22.7 million, in connection with the reclassification of certain properties from Net investments in finance leases and loans receivable to Land, buildings and improvements — net lease and other, as described below.

W. P. Carey 2025 10-K – 79

2025—During the year ended December 31, 2025, we reclassified three properties with a carrying value of $15.0 million from Net investments in finance leases and loans receivable to Land, buildings and improvements — net lease and other in connection with changes in lease classifications due to extensions of the underlying leases (Note 5).

Net Investments in Sales-Type Leases

On February 28, 2023, the tenant occupying our portfolio of 78 net-lease self-storage properties located in the United States provided notice of its intention to exercise its option to repurchase the properties. In accordance with ASC 842, Leases, we reclassified these net-lease assets to net investments in sales-type leases totaling $451.4 million on our consolidated balance sheets within Net investments in finance leases and loans receivable (based on the present value of remaining rents and estimated purchase price, using the CPI rates as of the exercise notice date), since the tenant provided notice of its intention to exercise its purchase option. We recognized an aggregate Gain on sale of real estate, net, of $176.2 million during the year ended December 31, 2023 related to this transaction. During the year ended December 31, 2024, we completed the sale of this portfolio (Note 16).

On October 16, 2023, the tenant occupying an industrial/office facility located in Nagold, Germany, provided notice of its intention to exercise its option to repurchase the property. In accordance with ASC 842, Leases, we reclassified this net-lease asset to net investments in sales-type leases totaling $20.6 million on our consolidated balance sheets (based on the estimated purchase price and the foreign currency exchange rate of the euro on the date of notice), since the tenant provided notice of its intention to exercise its purchase option. During the year ended December 31, 2025, we completed the sale of this property. As a result, the carrying value of Net investments in finance leases and loans receivable decreased by $18.7 million from December 31, 2024 to December 31, 2025 (Note 16). No gain or loss on sale of real estate was recognized related to this transaction.

On October 31, 2023, we entered into an agreement to sell our portfolio of 70 office properties located in Spain to the tenant occupying the properties. In accordance with ASC 842, Leases, we reclassified these net-lease assets to net investments in sales-type leases totaling $348.6 million on our consolidated balance sheets within Net investments in finance leases and loans receivable (based on the estimated purchase price and the foreign currency exchange rate of the euro on the agreement date), since this agreement resulted in a lease modification. We recognized an aggregate Gain on sale of real estate, net, of $59.1 million during the year ended December 31, 2023 related to this transaction. During the year ended December 31, 2024, we completed the sale of this portfolio (Note 16).

On July 10, 2024, we entered into an agreement to selltwo properties located in the Netherlands to the tenant occupying the properties. In accordance with ASC 842, Leases, we reclassified these net-lease assets to net investments in sales-type leases totaling $17.3 million on our consolidated balance sheets (based on the estimated purchase price and the foreign currency exchange rate of the euro on the agreement date), since this agreement resulted in a lease modification. We recognized an aggregate Gain on sale of real estate, net, of $6.4 million during the year ended December 31, 2024 related to this transaction. During the year ended December 31, 2025, we completed the sale of these properties. As a result, the carrying value of Net investments in finance leases and loans receivable decreased by $16.6 million from December 31, 2024 to December 31, 2025 (Note 16).

On May 21, 2025, we entered into an agreement to sell our portfolio of 26 funeral homes located in Spain to the tenant occupying the properties. In accordance with ASC 842, Leases, we reclassified these net-lease assets to net investments in sales-type leases totaling $162.0 million on our consolidated balance sheets (based on the estimated purchase price and the foreign currency exchange rate of the euro on the agreement date), since this agreement resulted in a lease modification. In connection with this transaction, we reclassified the following amounts to Net investments in finance leases and loans receivable: (i) $129.7 million from Land, buildings and improvements — net lease and other, (ii) $20.3 million from In-place lease intangible assets and other, and (iii) $11.0 million from Accumulated depreciation and amortization. We recognized an aggregate Gain on sale of real estate, net, of $19.0 million during the year ended December 31, 2025 related to this transaction, reflecting balances of $0.5 million within Deferred income taxes and $4.5 million within Accounts payable, accrued expenses and other liabilities for this investment. This portfolio was sold in June 2025. As a result, the carrying value of Net investments in finance leases and loans receivable decreased by $162.0 million.

W. P. Carey 2025 10-K – 80

On June 18, 2025, we entered into an agreement to sell a property located in Windsor, Connecticut, to the tenant occupying the property, and due diligence for the sale was completed on July 16, 2025. In accordance with ASC 842, Leases, we reclassified this net-lease asset to net investments in sales-type leases for $6.5 million on our consolidated balance sheets, since this agreement resulted in a lease modification. In connection with this transaction, we reclassified the following amounts to Net investments in finance leases and loans receivable: (i) $4.4 million from Land, buildings and improvements — net lease and other, (ii) $0.2 million from Other assets, net, and (iii) $0.9 million from Accumulated depreciation and amortization. We recognized an aggregate Gain on sale of real estate, net, of $2.8 million during the year ended December 31, 2025 related to this transaction. This property was sold in July 2025. As a result, the carrying value of Net investments in finance leases and loans receivable decreased by $6.5 million.

Prior to the reclassifications of certain properties to net investments in sales-type leases, earnings from such investments were recognized in Lease revenues in the consolidated financial statements.

Net investments in sales-type leases is summarized as follows (in thousands):

December 31,
20252024
Lease payments receivable$38,306$36,938
Unguaranteed residual value10,500—
48,80636,938
Less: unearned income(38,164)(47)
$10,642$36,891

Scheduled Future Lease Payments to be Received

Scheduled future lease payments to be received (exclusive of expenses paid by tenants, percentage of sales rents, and future CPI-based adjustments) under non-cancelable direct financing leases and sales-type leases at December 31, 2025 are as follows (in thousands):

Years Ending December 31,Total
2026$32,658
202731,443
202823,800
202921,284
203019,552
Thereafter56,036
Total$184,773

See Note 5 for scheduled future lease payments to be received under non-cancelable operating leases.

Credit Quality of Finance Receivables

We generally invest in facilities that we believe are critical to a tenant’s business and therefore have a lower risk of tenant default. At both December 31, 2025 and 2024, no material balances of our finance receivables were past due. Other than the lease extensions noted above under Net Investments in Direct Financing Leases, there were no material modifications of finance receivables during the year ended December 31, 2025.

We evaluate the credit quality of our finance receivables utilizing an internal five-point credit rating scale, with one representing the highest credit quality and five representing the lowest. A credit quality of one through three indicates a range of investment grade to stable. A credit quality of four through five indicates a range of inclusion on the watch list to risk of default. The credit quality evaluation of our finance receivables is updated quarterly.

W. P. Carey 2025 10-K – 81

A summary of our finance receivables by internal credit quality rating, excluding our allowance for credit losses, is as follows (dollars in thousands):

Number of Tenants / Obligors at December 31, · Carrying Value at December 31,
Internal Credit Quality Indicator2025202420252024
1 – 31718$762,969$575,361
497448,007254,864
5—1—6,411
$1,210,976$836,636

Note 7. Goodwill and Other Intangibles

We have recorded lease and internal-use software development intangibles that are being amortized over periods ranging fromone year to 38 years. In-place lease intangibles, at cost are included in In-place lease intangible assets and other in the consolidated financial statements. Above-market rent intangibles, at cost are included in Above-market rent intangible assets in the consolidated financial statements. Accumulated amortization of in-place lease and above-market rent intangibles is included in Accumulated depreciation and amortization in the consolidated financial statements. Internal-use software development intangibles are included in Other assets, net in the consolidated financial statements. Below-market rent intangibles are included in Below-market rent intangible liabilities, net in the consolidated financial statements.

Net lease intangibles recorded in connection with property acquisitions during the year ended December 31, 2025 are described in Note 5.

In connection with certain business combinations, we recorded goodwill as a result of consideration exceeding the fair values of the assets acquired and liabilities assumed (Note 2). The following table presents a reconciliation of our goodwill (in thousands):

Goodwill
Balance at January 1, 2023$1,037,412
Allocation of goodwill distributed to NLOP (Note 3)(61,737)
Foreign currency translation adjustments2,614
Balance at December 31, 2023978,289
Foreign currency translation adjustments(10,446)
Balance at December 31, 2024967,843
Foreign currency translation adjustments19,228
Balance at December 31, 2025$987,071

Current accounting guidance requires that we test for the recoverability of goodwill at least annually, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. We performed our annual test for impairment in October 2025 and found no impairment indicated.

W. P. Carey 2025 10-K – 82

Intangible assets, intangible liabilities, and goodwill are summarized as follows (in thousands):

December 31,
20252024
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Finite-Lived Intangible Assets
Internal-use software development costs$3,996$(1,578)$2,418$2,778$(999)$1,779
3,996(1,578)2,4182,778(999)1,779
Lease Intangibles:
In-place lease2,316,097(993,737)1,322,3602,157,163(938,574)1,218,589
Above-market rent668,707(498,138)170,569665,495(481,355)184,140
2,984,804(1,491,875)1,492,9292,822,658(1,419,929)1,402,729
Goodwill
Goodwill987,071—987,071967,843—967,843
Total intangible assets$3,975,871$(1,493,453)$2,482,418$3,793,279$(1,420,928)$2,372,351
Finite-Lived Intangible Liabilities
Below-market rent$(202,319)$98,264$(104,055)$(197,971)$78,140$(119,831)
Total intangible liabilities$(202,319)$98,264$(104,055)$(197,971)$78,140$(119,831)

During 2025, the U.S. dollar weakened against the euro, resulting in an increase of $45.0 million in the carrying value of our net intangible assets from December 31, 2024 to December 31, 2025. See Note 6 for a description of intangible assets and liabilities reclassified to net investments in sales-type leases during the year ended December 31, 2025.

Net amortization of intangibles, including the effect of foreign currency translation, was $174.7 million, $186.7 million, and $247.5 million for the years ended December 31, 2025, 2024, and 2023, respectively. Amortization of below-market rent and above-market rent intangibles is recorded as an adjustment to Lease revenues and amortization of internal-use software development and in-place lease intangibles is included in Depreciation and amortization.

Based on the intangible assets and liabilities recorded at December 31, 2025, scheduled annual net amortization of intangibles for each of the next five calendar years and thereafter is as follows (in thousands):

Years Ending December 31,Net Decrease (Increase) in Lease RevenuesIncrease to AmortizationTotal
2026$15,862$137,206$153,068
202714,564125,231139,795
202812,950114,466127,416
202912,466104,714117,180
203011,81898,106109,924
Thereafter(1,146)745,055743,909
Total$66,514$1,324,778$1,391,292

W. P. Carey 2025 10-K – 83

Note 8. Equity Method Investments

Interests in Unconsolidated Real Estate Investments and CESH

We own interests in certain unconsolidated real estate investments with third parties and in CESH. We account for our interests in these investments under the equity method of accounting (i.e., at cost, increased or decreased by our share of earnings or losses, less distributions, plus contributions and other adjustments required by equity method accounting, such as basis differences) or at fair value by electing the equity method fair value option available under GAAP.

We classify distributions received from equity method investments using the cumulative earnings approach. In general, distributions received are considered returns on the investment and classified as cash inflows from operating activities. If, however, the investor’s cumulative distributions received, less distributions received in prior periods determined to be returns of investment, exceeds cumulative equity in earnings recognized, the excess is considered a return of investment and is classified as cash inflows from investing activities.

We own equity interests in properties that are generally leased to companies through noncontrolling interests in partnerships and limited liability companies that we do not control but over which we exercise significant influence. The underlying investments are jointly owned with third parties. We account for these investments under the equity method of accounting. We account for our interest in CESH under the equity method because, as its advisor, we do not exert control over, but we do have the ability to exercise significant influence over, CESH.

The following table sets forth our ownership interests in our equity method investments and their respective carrying values (dollars in thousands):

Carrying Value at December 31,
Lessee/Fund/DescriptionOwnership Interest20252024
Las Vegas Retail Complex (a) (b)47.50%$250,567$248,972
Kesko Senukai (c)70.00%34,73226,773
Harmon Retail Corner (b)15.00%23,64124,169
CESH (d)2.43%1,2381,201
$310,178$301,115

(a)See “Las Vegas Retail Complex” below for discussion of this equity method investment.

(b)This investment is reported using the hypothetical liquidation at book value model, which may be different than pro rata ownership percentages, primarily due to the capital structure of the partnership agreement.

(c)The carrying value of this investment is affected by fluctuations in the exchange rate of the euro.

(d)We have elected to account for our investment in CESH at fair value by selecting the equity method fair value option available under GAAP.

We received aggregate distributions of $21.3 million, $22.1 million, and $29.1 million from our unconsolidated real estate investments for the years ended December 31, 2025, 2024, and 2023, respectively. At December 31, 2025 and 2024, the aggregate unamortized basis differences on our unconsolidated real estate investments were $15.1 million and $16.5 million, respectively. We received a distribution from CESH of $1.2 million during the year ended December 31, 2023. We didnot receive a distribution from CESH during the years ended December 31, 2025 and 2024.

Las Vegas Retail Complex

On June 10, 2021, we entered into an agreement to fund a construction loan of approximately $261.9 million (as of December 31, 2025) for a retail complex in Las Vegas, Nevada. The loan maturity date is June 30, 2026 and the borrower retains additionalone-year extension options. Through December 31, 2025, we funded $250.9 million, including $3.2 million during the year ended December 31, 2025. During the year ended December 31, 2025, $5.0 million of this construction loan was repaid to us (which is included in the aggregate distributions from our unconsolidated real estate investments described above). The outstanding principal on this loan was $245.9 million as of December 31, 2025.

W. P. Carey 2025 10-K – 84

On February 27, 2025, we exercised our option to purchase a 47.50% ownership interest in the partnership that owns the Las Vegas Retail Complex for $5.0 million. Effective as of that date, we began recognizing our proportionate share of revenues and expenses from this jointly owned investment.

Equity income from this investment (including interest income from the construction loan and our proportionate share of earnings from the 47.50% equity interest) was $13.3 million, $13.2 million, and $12.8 million for the years ended December 31, 2025, 2024, and 2023, respectively, which was recognized within Earnings from equity method investments in our consolidated statements of income.

Johnson Self Storage

On September 1, 2024, we acquired the remaining 10% controlling interest in the Johnson Self Storage jointly owned investment for $10.5 million, bringing our ownership interest to 100%. This investment comprised nine self-storage operating properties. Following this acquisition, we consolidate the investment. Due to this change in control, we recorded a gain on change in control of interests of approximately $31.8 million during the third quarter of 2024, which was the difference between our carrying value and the fair value of our previously held equity interest on September 1, 2024 of approximately $62.9 million and approximately $94.7 million, respectively.

In addition, on September 1, 2024, we entered into net lease agreements for these nine self-storage properties previously classified as operating properties. As a result, in September 2024, we reclassified these nine self-storage properties from Equity method investments and recorded the following amounts: (i) $84.4 million to Land, buildings and improvements — net lease and other, and (ii) $20.6 million to In-place lease intangible assets and other. Effective as of that date, we began recognizing Lease revenues from these properties.

Note 9. Fair Value Measurements

The fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities, and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments including interest rate caps, interest rate swaps, and foreign currency collars; and Level 3, for securities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring us to develop our own assumptions.

Items Measured at Fair Value on a Recurring Basis

The methods and assumptions described below were used to estimate the fair value of each class of financial instrument. For significant Level 3 items, we have also provided the unobservable inputs.

Derivative Assets and Liabilities — Our derivative assets and liabilities, which are included in Other assets, net and Accounts payable, accrued expenses and other liabilities, respectively, in the consolidated financial statements, are comprised of foreign currency collars, interest rate swaps, and interest rate caps (Note 10).

The valuation of our derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves, spot and forward rates, and implied volatilities. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative instruments for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. These derivative instruments were classified as Level 2 as these instruments are custom, over-the-counter contracts with various bank counterparties that are not traded in an active market.

W. P. Carey 2025 10-K – 85

Equity Method Investment in CESH —We have elected to account for our investment in CESH, which is included in Equity method investments in the consolidated financial statements, at fair value by selecting the equity method fair value option available under GAAP (Note 8). We classified this investment as Level 3 because we primarily used valuation models that incorporate unobservable inputs to determine its fair value.

Investment in Shares of Lineage— Refer to Note 2 for information about the accounting treatment of our investment in 5,546,547 shares of Lineage, which is classified as Level 2 as of December 31, 2025. During the years ended December 31, 2025 and 2024, we recognized non-cash unrealized losses on our investment in shares of Lineage totaling $103.4 million and $134.0 million, respectively, due to a lower closing share price, which was recorded within Other gains and (losses) in the consolidated financial statements. We didnot recognize such gains (losses) during the year ended December 31, 2023. In addition, during the years ended December 31, 2025 and 2024, we recognized dividends of $11.3 million and $7.9 million, respectively, from our investment in shares of Lineage, which was recorded within Non-operating income in the consolidated financial statements. We didnot recognize such dividends during the year ended December 31, 2023. The fair value of this investment was $167.5 million and $270.9 million at December 31, 2025 and 2024, respectively, which is reflected in Other assets, net in the consolidated financial statements.

Other than the transfer of our investment in shares of Lineage from Level 3 to Level 2 noted above, we did not have any transfers into or out of Level 1, Level 2, and Level 3 category of measurements during either the years ended December 31, 2025 or 2024. Gains and losses (realized and unrealized) recognized on items measured at fair value on a recurring basis included in earnings are reported within Other gains and (losses) on our consolidated financial statements.

Our other material financial instruments had the following carrying values and fair values as of the dates shown (dollars in thousands):

December 31, 2025 · December 31, 2024
LevelCarrying ValueFair ValueCarrying ValueFair Value
Senior Unsecured Notes, net (a) (b) (c)2 and 3$6,950,261$6,788,238$6,505,907$6,232,889
Non-recourse mortgages, net (a) (b) (d)3140,646141,311401,821400,508

(a)The carrying value of Senior Unsecured Notes, net (Note 11) includes unamortized deferred financing costs of $29.3 million and $30.2 million at December 31, 2025 and 2024, respectively. The carrying value of Non-recourse mortgages, net includes unamortized deferred financing costs of $0.4 million and $0.5 million at December 31, 2025 and 2024, respectively.

(b)The carrying value of Senior Unsecured Notes, net includes unamortized discount of $29.8 million and $29.9 million at December 31, 2025 and 2024, respectively. The carrying value of Non-recourse mortgages, net includes unamortized discount of $2.4 million and $4.4 million at December 31, 2025 and 2024, respectively.

(c)For those Senior Unsecured Notes for which there are no observable market prices (specifically, our private placement Senior Unsecured Notes (Note 11)), we used a discounted cash flow model that estimates the present value of future loan payments by discounting such payments at current estimated market interest rates. We consider these notes to be within the Level 3 category. For all other Senior Unsecured Notes, we determined the estimated fair value using observed market prices in an open market, which may experience limited trading volume. We consider these notes to be within the Level 2 category.

(d)We determined the estimated fair value of our non-recourse mortgage loans using a discounted cash flow model that estimates the present value of the future loan payments by discounting such payments at current estimated market interest rates. The estimated market interest rates consider interest rate risk and the value of the underlying collateral, which includes quality of the collateral, the credit quality of the tenant/obligor, and the time until maturity.

We estimated that our other financial assets and liabilities, including amounts outstanding under our Senior Unsecured Credit Facility and Unsecured Term Loan due 2029 (Note 11), but excluding finance receivables (Note 6), had fair values that approximated their carrying values at both December 31, 2025 and 2024.

Items Measured at Fair Value on a Non-Recurring Basis (Including Impairment Charges)

We periodically assess whether there are any indicators that the value of our real estate investments may be impaired or that their carrying value may not be recoverable, including investments impacted by the Spin-Off and Office Sale Program (Note 1). Our impairment policies are described in Note 2.

W. P. Carey 2025 10-K – 86

The following table presents information about assets for which we recorded an impairment charge and that were measured at fair value on a non-recurring basis (in thousands):

Years Ended December 31,
2025 · 2024 · 2023
Fair ValueMeasurements · ImpairmentCharges · Fair ValueMeasurements · ImpairmentCharges · Fair ValueMeasurements · ImpairmentCharges
Impairment Charges
Real estate$108,930$70,367$110,485$43,595$1,182,551$86,411
$70,367$43,595$86,411

Impairment charges, and their related triggering events and fair value measurements, recognized during 2025, 2024, and 2023 were as follows:

Real Estate

The impairment charges described below are reflected within Impairment charges — real estate in our consolidated statements of income.

2025 — During the year ended December 31, 2025, we recognized impairment charges totaling $70.4 million on 15 properties, respectively, in order to reduce their carrying values to their estimated fair values, which approximated their estimated selling prices. Seven of these properties were self-storage operating properties, all of which were sold during 2025. Three more of these properties were sold in 2025.

2024 — During the year ended December 31, 2024, we recognized impairment charges totaling $23.0 million onfour properties in order to reduce their carrying values to their estimated fair values, which approximated their estimated selling prices. Two of these properties were sold in 2024 andtwo were sold in 2025.

In addition, during the year ended December 31, 2024, we recognized impairment charges totaling $20.6 million ontwo properties leased to the same tenant due to changes in expected cash flows related to a tenant bankruptcy, in order to reduce their carrying values to their estimated fair values. The fair value measurements for these properties were determined by using the following unobservable inputs:

Comparable vacant sale prices ranging from $35 per square foot to $36 per square foot; and

Six months of estimated net cash flows ranging from $0.5 million to $1.0 million.

These properties were sold in 2025.

2023 — During the year ended December 31, 2023, we recorded an impairment charge of $47.3 million related to the 59 properties that were contributed to NLOP in the Spin-Off (Note 3). The fair value measurements for certain of these properties were determined by estimating discounted cash flows using the following unobservable inputs:

Market rents ranging from $6 per square foot to $65 per square foot;

Cash flow discount rates ranging from 6.5% to 12.0%; and

Terminal capitalization rates ranging from 5.5% to 12.0%.

Additionally, the fair value measurements for certain of these properties approximated their estimated selling prices.

The fair value measurements for the non-recourse mortgages encumbering certain of the properties that were contributed to NLOP were determined using a discounted cash flow model that estimates the present value of the future loan payments by discounting such payments at current estimated market interest rates. The estimated market interest rates consider interest rate risk and the value of the underlying collateral, which includes quality of the collateral, the credit quality of the tenant/obligor, and the time until maturity.

In addition, during the year ended December 31, 2023, we recognized impairment charges totaling $39.1 million onthree office properties in order to reduce their carrying values to their estimated fair values, which approximated their estimated selling prices. We sold all of these properties during 2023 and 2024.

W. P. Carey 2025 10-K – 87

Note 10. Risk Management and Use of Derivative Financial Instruments

Risk Management

In the normal course of our ongoing business operations, we encounter economic risk. There are four main components of economic risk that impact us: interest rate risk, credit risk, market risk, and foreign currency risk. We are primarily subject to interest rate risk on our interest-bearing liabilities, including our Senior Unsecured Credit Facility (Note 11) and unhedged variable-rate non-recourse mortgage loans. Credit risk is the risk of default on our operations and our tenants’ inability or unwillingness to make contractually required payments. Market risk includes changes in the value of our properties and related loans, Senior Unsecured Notes, and other securities, due to changes in interest rates or other market factors. We own investments in North America, Europe, and Japan and are subject to risks associated with fluctuating foreign currency exchange rates.

Derivative Financial Instruments

When we use derivative instruments, it is generally to reduce our exposure to fluctuations in interest rates and foreign currency exchange rate movements. We have not entered into, and do not plan to enter into, financial instruments for trading or speculative purposes. In addition to entering into derivative instruments on our own behalf, we may also be a party to derivative instruments that are embedded in other contracts, and we may be granted common stock warrants by lessees when structuring lease transactions, which are considered to be derivative instruments. The primary risks related to our use of derivative instruments include a counterparty to a hedging arrangement defaulting on its obligation and a downgrade in the credit quality of a counterparty to such an extent that our ability to sell or assign our side of the hedging transaction is impaired. While we seek to mitigate these risks by entering into hedging arrangements with large financial institutions that we deem to be creditworthy, it is possible that our hedging transactions, which are intended to limit losses, could adversely affect our earnings. Furthermore, if we terminate a hedging arrangement, we may be obligated to pay certain costs, such as transaction or breakage fees. We have established policies and procedures for risk assessment and the approval, reporting, and monitoring of derivative financial instrument activities.

We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For derivatives designated and that qualify as cash flow hedges, the change in fair value of the derivative is recognized in Other comprehensive income (loss) until the hedged item is recognized in earnings. Gains and losses on the cash flow hedges representing hedge components excluded from the assessment of effectiveness are recognized in earnings over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election. Such gains and losses are recorded within Other gains and (losses) or Interest expense in our consolidated statements of income. The earnings recognition of excluded components is presented in the same line item as the hedged transactions. For derivatives designated and that qualify as a net investment hedge, the change in the fair value and/or the net settlement of the derivative is reported in Other comprehensive income (loss) as part of the cumulative foreign currency translation adjustment. Amounts are reclassified out of Other comprehensive income (loss) into earnings (within Gain on sale of real estate, net, in our consolidated statements of income) when the hedged net investment is either sold or substantially liquidated.

All derivative transactions with an individual counterparty are governed by a master International Swap and Derivatives Association agreement, which can be considered as a master netting arrangement; however, we report all our derivative instruments on a gross basis on our consolidated financial statements. At both December 31, 2025 and 2024, no cash collateral had been posted nor received for any of our derivative positions.

W. P. Carey 2025 10-K – 88

The following table sets forth certain information regarding our derivative instruments (in thousands):

Derivatives Designated as Hedging Instruments · Balance Sheet Location · Asset Derivatives Fair Value at · Liability Derivatives Fair Value at
December 31, 2025 · December 31, 2024 · December 31, 2025 · December 31, 2024
Foreign currency collarsOther assets, net$1,468$21,556$—$—
Interest rate swapsOther assets, net244250——
Foreign currency collarsAccounts payable, accrued expenses and other liabilities——(13,021)(50)
Interest rate swapsAccounts payable, accrued expenses and other liabilities——(4,024)(848)
1,71221,806(17,045)(898)
Derivatives Not Designated as Hedging Instruments
Foreign currency collarsOther assets, net1331,696——
Foreign currency collarsAccounts payable, accrued expenses and other liabilities——(1,390)—
1331,696(1,390)—
Total derivatives$1,845$23,502$(18,435)$(898)

The following tables present the impact of our derivative instruments in the consolidated financial statements (in thousands):

Amount of Gain (Loss) Recognized on Derivatives in Other Comprehensive Income (Loss) (a)
Years Ended December 31,
Derivatives in Cash Flow Hedging Relationships202520242023
Foreign currency collars$(33,060)$11,432$(21,112)
Interest rate swaps(2,996)154(3,270)
Interest rate caps——(9)
Total$(36,056)$11,586$(24,391)
Amount of Gain (Loss) on Derivatives Reclassified from Other Comprehensive Income (Loss)
Derivatives in Cash Flow Hedging Relationships · Location of Gain (Loss) Recognized in Income · Years Ended December 31,
2025 · 2024 · 2023
Foreign currency collarsNon-operating income$4,352$8,695$14,874
Interest rate swaps and capsInterest expense4531,5821,956
Total$4,805$10,277$16,830

(a)Excludes net gains of $0.3 million, net losses of $1.0 million, and net losses of $2.0 million recognized on unconsolidated jointly owned investments for the years ended December 31, 2025, 2024, and 2023, respectively.

Amounts reported in Other comprehensive income (loss) related to interest rate derivative contracts will be reclassified to Interest expense as interest is incurred on our variable-rate debt. Amounts reported in Other comprehensive income (loss) related to foreign currency derivative contracts will be reclassified to Non-operating income when the hedged foreign currency contracts are settled. As of December 31, 2025, we estimate that an additional $2.2 million and $3.5 million of losses will be reclassified as Interest expense and Non-operating income, respectively, during the next 12 months.

W. P. Carey 2025 10-K – 89

Amount of Gain (Loss) on Derivatives Recognized in Income
Derivatives in Cash Flow Hedging Relationships · Location of Gain (Loss) Recognized in Income · Years Ended December 31,
2025 · 2024 · 2023
Foreign currency collarsNon-operating income$(5,039)$3,826$(389)
Interest rate swapsInterest expense(534)(1,691)(2,076)
Derivatives Not in Cash Flow Hedging Relationships
Foreign currency collarsOther gains and (losses)(2,953)1,91332
Stock warrantsOther gains and (losses)——(3,950)
Total$(8,526)$4,048$(6,383)

See below for information on our purposes for entering into derivative instruments.

Interest Rate Swaps and Caps

We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we generally seek long-term debt financing on a fixed-rate basis. However, from time to time, we have obtained, and may in the future obtain, variable-rate (i) non-recourse mortgage loans and (ii) unsecured term loans (Note 11), and, as a result, we have entered into, and may continue to enter into, interest rate swap agreements or interest rate cap agreements with counterparties. Interest rate swaps, which effectively convert the variable-rate debt service obligations of a loan to a fixed rate, are agreements in which one party exchanges a stream of interest payments for a counterparty’s stream of cash flow over a specific period. The notional, or face, amount on which the swaps are based is not exchanged. Interest rate caps limit the effective borrowing rate of variable-rate debt obligations while allowing participants to share in downward shifts in interest rates. Our objective in using these derivatives is to limit our exposure to interest rate movements.

The interest rate swaps that our consolidated subsidiaries had outstanding at December 31, 2025 are summarized as follows (currency in thousands):

Interest Rate Derivatives · Number of Instruments · NotionalAmount · Fair Value at December 31, 2025 (a)
Designated as Cash Flow Hedging Instruments
Interest rate swaps2270,000GBP$(3,404)
Interest rate swaps4529,640EUR(381)
Interest rate swap111,290USD5
$(3,780)

(a)Fair value amounts are based on the exchange rate of the euro at December 31, 2025, as applicable.

Foreign Currency Collars

We are exposed to foreign currency exchange rate movements, primarily in the euro and, to a lesser extent, the British pound sterling and certain other currencies. In order to hedge certain of our foreign currency cash flow exposures, we enter into foreign currency collars. A foreign currency collar consists of a written call option and a purchased put option to sell the foreign currency at a range of predetermined exchange rates. A foreign currency collar guarantees that the exchange rate of the currency will not fluctuate beyond the range of the options’ strike prices. Our foreign currency collars have maturities of 59 months or less.

W. P. Carey 2025 10-K – 90

The following table presents the foreign currency collars that we had outstanding at December 31, 2025 (currency in thousands):

Foreign Currency Derivatives · Number of Instruments · NotionalAmount · Fair Value at December 31, 2025
Designated as Cash Flow Hedging Instruments
Foreign currency collars38252,000EUR$(11,581)
Foreign currency collars1720,000GBP27
Not Designated as Cash Flow Hedging Instruments
Foreign currency collars868,000EUR(1,256)
$(12,810)

Credit Risk-Related Contingent Features

We measure our credit exposure on a counterparty basis as the net positive aggregate estimated fair value of our derivatives, net of any collateral received. No collateral was received as of December 31, 2025. At December 31, 2025, both our total credit exposure and the maximum exposure to any single counterparty was $0.1 million.

Some of the agreements we have with our derivative counterparties contain cross-default provisions that could trigger a declaration of default on our derivative obligations if we default, or are capable of being declared in default, on certain of our indebtedness. At December 31, 2025, we had not been declared in default on any of our derivative obligations. The estimated fair value of our derivatives in a net liability position was $18.5 million and $0.9 million at December 31, 2025 and 2024, respectively, which included accrued interest and any nonperformance risk adjustments. If we had breached any of these provisions at December 31, 2025 or 2024, we could have been required to settle our obligations under these agreements at their aggregate termination value of $18.6 million and $0.9 million, respectively.

Net Investment Hedges

Certain borrowings under our Senior Unsecured Notes, Unsecured Revolving Credit Facility, and Unsecured Term Loans (all as defined in Note 11) denominated in euro, British pounds sterling, or Japanese yen are designated as, and are effective as, economic hedges of our net investments in foreign entities.

Exchange rate variations impact our financial results because the financial results of our foreign subsidiaries are translated to U.S. dollars each period, with the effect of exchange rate variations being recorded in Other comprehensive income (loss) as part of the cumulative foreign currency translation adjustment. As a result, changes in the value of our designated borrowings under our euro-denominated senior notes and changes in the value of our euro, British pound sterling, Japanese yen, and Canadian dollar borrowings under our Senior Unsecured Credit Facility, related to changes in the spot rates, will be reported in the same manner as foreign currency translation adjustments, which are recorded in Other comprehensive income (loss) as part of the cumulative foreign currency translation adjustment. Such (losses) gains related to non-derivative net investment hedges were $(491.8) million, $239.7 million, and $(121.8) million for the years ended December 31, 2025, 2024, and 2023, respectively.

Note 11. Debt

Term Loan Agreement

On March 31, 2025, we refinanced our €500.0 million term loan (our “Unsecured Term Loan due 2029”), extending the maturity date by three years to April 24, 2029, with an option to extend the term loan by up to an additional year, subject to certain customary conditions. Pursuant to the credit agreement, the Unsecured Term Loan due 2029 borrowing rate at December 31, 2025 was 80 basis points over EURIBOR (as defined below). In conjunction with the refinancing of the Unsecured Term Loan due 2029, we executed variable-to-fixed interest rate swaps that fix the floating rate component of the per annum interest rate at 2.00% through the end of 2027, for a total annual interest rate of approximately 2.80% as of December 31, 2025 (inclusive of the current spread). The Unsecured Term Loan due 2029 is incorporated into the Senior Unsecured Credit Facility, which is described below.

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Senior Unsecured Credit Facility

As of both December 31, 2025 and 2024, we had a multi-currency senior unsecured credit facility, comprised of (i) a $2.0 billion unsecured revolving credit facility maturing on February 14, 2029 (our “Unsecured Revolving Credit Facility”), (ii) a £270.0 million term loan maturing on February 14, 2028 (our “GBP Term Loan due 2028”), and (iii) a €215.0 million term loan maturing on February 14, 2028 (our “EUR Term Loan due 2028”). We have an option to extend each of these term loans by up to an additional year, subject to certain customary conditions. The GBP Term Loan due 2028 borrowing rate at December 31, 2025 was 80 basis points over SONIA (as defined below). On March 31, 2025, we executed variable-to-fixed interest rate swaps that fix the floating rate component of the per annum interest rate on our GBP Term Loan due 2028 at 3.92% through the end of 2027, for a total per annum interest rate of approximately 4.72% as of December 31, 2025 (inclusive of the current spread). We refer to these term loans collectively as the “Unsecured Term Loans due 2028.” We refer to our Unsecured Term Loan due 2029 and Unsecured Term Loans due 2028 collectively as our “Unsecured Term Loans.” We refer to our Unsecured Revolving Credit Facility and our Unsecured Term Loans collectively as our “Senior Unsecured Credit Facility.”

As of December 31, 2025, the aggregate principal amount (of revolving and term loans) available under the Senior Unsecured Credit Facility was able to be increased up to an amount not to exceed the U.S. dollar equivalent of $4.35 billion, subject to the conditions to increase set forth in our credit agreement.

At December 31, 2025, our Unsecured Revolving Credit Facility had available capacity of approximately $1.6 billion (net of amounts reserved for standby letters of credit totaling $1.1 million). We currently incur an annual facility fee of 0.140% of the total commitment on our Unsecured Revolving Credit Facility based on (i) our credit ratings of BBB+ and Baa1 and (ii) the achievement of certain sustainability key performance indicators (“KPIs”) agreed to under the credit agreement, which is included within Interest expense in our consolidated statements of income.

The following table presents a summary of our Senior Unsecured Credit Facility (dollars in thousands):

Senior Unsecured Credit Facility · Interest Rate at December 31, 2025 (a) · Maturity Date at December 31, 2025 · Principal Outstanding Balance at December 31,
2025 · 2024
Unsecured Term Loans: (b)
Unsecured Term Loan due 2029 — borrowing in euros (c)2.80%4/24/2029$587,500$519,450
GBP Term Loan due 2028 — borrowing in British pounds sterling (d)4.72%2/14/2028363,569338,290
EUR Term Loan due 2028 — borrowing in eurosEURIBOR + 0.80%2/14/2028252,625223,363
1,203,6941,081,103
Unsecured Revolving Credit Facility:
Borrowing in U.S. dollars (e)SOFR + 0.735%2/14/2029258,000—
Borrowing in euros (c)EURIBOR + 0.735%2/14/202966,975—
Borrowing in Canadian dollars (f)CORRA + 0.735%2/14/202953,316—
Borrowing in British pounds sterlingSONIA + 0.735%2/14/202941,74340,094
Borrowing in Japanese yen (g)TIBOR + 0.735%2/14/202915,38315,354
435,41755,448
$1,639,111$1,136,551

(a)The applicable interest rate at December 31, 2025 was based on the credit ratings for our Senior Unsecured Notes of BBB+/Baa1, our Leverage Ratio, and the achievement of certain sustainability KPIs.

(b)Balances exclude unamortized discount of $6.9 million and $5.0 million at December 31, 2025 and 2024, respectively, and unamortized deferred financing costs of $0.4 million and $0.2 million at December 31, 2025 and 2024, respectively.

(c)Interest rate is subject to variable-to-fixed interest rate swaps that fix the floating rate component of the per annum interest rate at 2.00% through December 31, 2027. Upon maturity of the interest rate swaps, the Unsecured Term Loan due 2029 will be subject to a variable interest rate based on the Euro Interbank Offered Rate (EURIBOR).

W. P. Carey 2025 10-K – 92

(d)Interest rate is subject to variable-to-fixed interest rate swaps that fix the floating rate component of the per annum interest rate at 3.92% through December 31, 2027. Upon maturity of the interest rate swaps, the GBP Term Loan due 2028 will be subject to a variable interest rate based on the Sterling Overnight Index Average (SONIA).

(e)SOFR means Secured Overnight Financing Rate.

(f)CORRA means Canadian Overnight Repo Rate Average.

(g)TIBOR means Tokyo Interbank Offered Rate.

Senior Unsecured Notes

As set forth in the table below, we have euro and U.S. dollar-denominated senior unsecured notes outstanding with an aggregate principal balance outstanding of $7.0 billion at December 31, 2025 (the “Senior Unsecured Notes”).

On July 10, 2025, we completed an underwritten public offering of $400.0 million of 4.650% Senior Notes due 2030, at a price of 99.088% of par value. These 4.650% Senior Notes due 2030 have afive-year term and are scheduled to mature on July 15, 2030.

Interest on the Senior Unsecured Notes is payable annually or semi-annually in arrears. The Senior Unsecured Notes can be redeemed at par within three months of their respective maturities, or we can call the notes at any time for the principal, accrued interest, and a make-whole amount based upon the applicable government bond yield plus 15 to 35 basis points (except for our 3.410% Senior Notes due 2029 and 3.700% Senior Notes due 2032, which are subject to different repayment provisions). The following table presents a summary of our Senior Unsecured Notes outstanding at December 31, 2025 (currency in thousands):

Principal Amount · Coupon Rate · Maturity Date · Principal Outstanding Balance at December 31,
Senior Unsecured Notes, net · Issue Date · 2025 · 2024
4.000% Senior Notes due 2025 (a)1/26/2015$450,0004.000%2/1/2025$—$450,000
2.250% Senior Notes due 202610/9/2018€500,0002.250%4/9/2026587,500519,450
4.250% Senior Notes due 20269/12/2016$350,0004.250%10/1/2026350,000350,000
2.125% Senior Notes due 20273/6/2018€500,0002.125%4/15/2027587,500519,450
1.350% Senior Notes due 20289/19/2019€500,0001.350%4/15/2028587,500519,450
3.850% Senior Notes due 20296/14/2019$325,0003.850%7/15/2029325,000325,000
3.410% Senior Notes due 20299/28/2022€150,0003.410%9/28/2029176,250155,835
0.950% Senior Notes due 20303/8/2021€525,0000.950%6/1/2030616,875545,422
4.650% Senior Notes due 20307/10/2025$400,0004.650%7/15/2030400,000—
2.400% Senior Notes due 203110/14/2020$500,0002.400%2/1/2031500,000500,000
2.450% Senior Notes due 203210/15/2021$350,0002.450%2/1/2032350,000350,000
4.250% Senior Notes due 20325/16/2024€650,0004.250%7/23/2032763,750675,285
3.700% Senior Notes due 20329/28/2022€200,0003.700%9/28/2032235,000207,780
2.250% Senior Notes due 20332/25/2021$425,0002.250%4/1/2033425,000425,000
5.375% Senior Notes due 20346/28/2024$400,0005.375%6/30/2034400,000400,000
3.700% Senior Notes due 203411/19/2024€600,0003.700%11/19/2034705,000623,340
Total principal outstanding$7,009,375$6,566,012
Unamortized discount(29,819)(29,934)
Unamortized deferred financing costs(29,295)(30,171)
Total$6,950,261$6,505,907

(a)In February 2025, we repaid our $450 million of 4.000% Senior Notes due 2025 at maturity.

W. P. Carey 2025 10-K – 93

Covenants

The credit agreements for our Senior Unsecured Credit Facility, each of the Senior Unsecured Notes, and certain of our non-recourse mortgage loan agreements include customary financial maintenance covenants that require us to maintain certain ratios and benchmarks at the end of each quarter. The credit agreement for our Senior Unsecured Credit Facility also contains various customary affirmative and negative covenants applicable to us and our subsidiaries, subject to materiality and other qualifications, baskets, and exceptions as outlined in the credit agreement. We were in compliance with all of these covenants at December 31, 2025.

We may make unlimited Restricted Payments (as defined in the credit agreement for our Senior Unsecured Credit Facility), as long as no non-payment default or financial covenant default has occurred before, or would on a pro forma basis occur as a result of, the Restricted Payment. In addition, we may make Restricted Payments in an amount required to (i) maintain our REIT status and (ii) as a result of that status, not pay federal or state income or excise tax, as long as the loans under the Credit Agreement have not been accelerated and no bankruptcy or event of default has occurred.

Obligations under the Unsecured Revolving Credit Facility may be declared immediately due and payable upon the occurrence of certain events of default as defined in the credit agreement for our Senior Unsecured Credit Facility, including failure to pay any principal when due and payable, failure to pay interest within five business days after becoming due, failure to comply with any covenant, representation or condition of any loan document, any change of control, cross-defaults, and certain other events as set forth in the credit agreement, with grace periods in some cases.

Non-Recourse Mortgages

Non-recourse mortgages consist of mortgage notes payable, which are collateralized by the assignment of real estate properties. For a list of our encumbered properties, please see Schedule III — Real Estate and Accumulated Depreciation. At December 31, 2025, the weighted-average interest rate for our total non-recourse mortgage notes payable was 5.0% (all of which had fixed rates), with maturity dates ranging from January 2026 to February 2033. In January and February 2026, we repaid at maturitytwo non-recourse mortgage loans totaling approximately $22.4 million (Note 18).

During the year ended December 31, 2024, we assumed five non-recourse mortgage loans with an aggregate outstanding principal balance totaling $66.0 million in connection with the acquisitions of certain properties. These mortgage loans have a weighted-average fixed annual interest rate of 4.5% and maturity dates ranging from May 2027 to September 2029.

See Note 3 for a description of non-recourse mortgages derecognized in connection with the Spin-Off.

Repayments During 2025

During the year ended December 31, 2025, we repaid non-recourse mortgage loans at or close to maturity with an aggregate principal balance of approximately $265.1 million. The weighted-average interest rate for these non-recourse mortgage loans on their respective dates of repayment was 4.5%.

Repayments During 2024

During the year ended December 31, 2024, we (i) repaid non-recourse mortgage loans at or close to maturity with an aggregate principal balance of approximately $181.3 million and (ii) prepaid non-recourse mortgage loans totaling $33.8 million. We recognized an aggregate net loss on extinguishment of debt of $0.1 million on these repayments, which is included within Other gains and (losses) on our consolidated statements of income. The weighted-average interest rate for these non-recourse mortgage loans on their respective dates of repayment was 4.5%.

Interest Paid

For the years ended December 31, 2025, 2024, and 2023, interest paid was $267.5 million, $256.6 million, and $269.7 million, respectively.

W. P. Carey 2025 10-K – 94

Foreign Currency Exchange Rate Impact

During the year ended December 31, 2025, the U.S. dollar weakened against the euro and British pound sterling, resulting in an increase of $628.1 million in the aggregate carrying values of our Non-recourse mortgages, net, Senior Unsecured Credit Facility, and Senior Unsecured Notes, net from December 31, 2024 to December 31, 2025.

Scheduled Debt Principal Payments

Scheduled debt principal payments as of December 31, 2025 are as follows (in thousands):

Years Ending December 31,Total
2026$979,753
2027597,920
20281,279,593
20291,535,867
20301,017,519
Thereafter through 20343,381,294
Total principal payments8,791,946
Unamortized discount, net(39,189)
Unamortized deferred financing costs(30,067)
Total$8,722,690

Certain amounts are based on the applicable foreign currency exchange rate at December 31, 2025.

Note 12. Commitments and Contingencies

At December 31, 2025, we were not involved in any material litigation. Various claims and lawsuits arising in the normal course of business are pending against us. The results of these proceedings are not expected to have a material adverse effect on our consolidated financial position or results of operations. In addition, we capitalize our captive insurance company in accordance with applicable regulatory requirements (Note 4).

W. P. Carey 2025 10-K – 95

Note 13. Equity

Common Stock

Dividends paid to stockholders consist of ordinary income, capital gains, return of capital or a combination thereof for income tax purposes. Our dividends per share are summarized as follows:

Dividends Paid
During the Years Ended December 31,
202520242023
Ordinary income$3.3754$3.0709$3.8233
Capital gains0.20460.23630.3443
Return of capital—0.16280.8671
Total dividends paid (a) (b)$3.5800$3.4700$5.0347

(a)A portion of dividends paid during 2026 (as described below) has been applied to 2025 for income tax purposes.

(b)Amount for the year ended December 31, 2023 includes a distribution of $0.7627 per share representing the taxable distribution of shares of NLOP that occurred in conjunction with the Spin-Off on November 1, 2023 (Note 3). The per share distribution rate is based on the exchange ratio of one share of NLOP distributed for every 15 shares of WPC held and the fair market value of NLOP shares distributed in the Spin-Off, which was determined to be $11.44 per NLOP share, using a three-day volume weighted average price.

During the fourth quarter of 2025, our Board declared a quarterly dividend of $0.920 per share, which was paid on January 15, 2026 to stockholders of record as of December 31, 2025.

Earnings Per Share

The following table summarizes basic and diluted earnings (dollars in thousands):

Years Ended December 31,
202520242023
Net income – basic and diluted$466,359$460,839$708,334
Weighted-average shares outstanding – basic220,501,239220,168,325215,369,777
Effect of dilutive securities611,104352,132390,719
Weighted-average shares outstanding – diluted221,112,343220,520,457215,760,496

For the years ended December 31, 2025, 2024, and 2023, potentially dilutive securities excluded from the computation of diluted earnings per share were insignificant.

Acquisitions of Noncontrolling Interests

On May 30, 2023, we acquired the remaining 3% interest in an international jointly owned investment (which we already consolidated) from the noncontrolling interest holders for nominal consideration, bringing our ownership interest to 100%. No gain or loss was recognized on the transaction. We recorded an increase of approximately $1.2 million to Additional paid-in capital in our consolidated statements of equity for the year ended December 31, 2023 related to the difference between the consideration transferred and the carrying value of the noncontrolling interest related to this investment.

On July 18, 2023, we acquired the remaining 10% interest in a domestic jointly owned investment (which we already consolidated) from the noncontrolling interest holders for $2.4 million, bringing our ownership interest to 100%. No gain or loss was recognized on the transaction. We recorded an increase of approximately $2.5 million to Additional paid-in capital in our consolidated statements of equity for the year ended December 31, 2023 related to the difference between the consideration transferred and the carrying value of the noncontrolling interest related to this investment.

W. P. Carey 2025 10-K – 96

ATM Program and Forward Equity

On May 1, 2025, we established a continuous “at-the-market” offering program (“ATM Program”) with a syndicate of banks, pursuant to which shares of our common stock having an aggregate gross sales price of up to $1.25 billion may be sold (i) directly through or to the banks acting as sales agents or as principal for their own accounts or (ii) through or to participating banks or their affiliates acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement (our “ATM Forwards”). Effective as of that date, we terminated a prior ATM Program that was established on May 2, 2022, under which we were able to offer and sell shares of our common stock from time to time, up to an aggregate gross sales price of $1.0 billion, with a syndicate of banks.

We expect to settle the ATM Forwards in full on or prior to the maturity date of each ATM Forward via physical delivery of the outstanding shares of common stock in exchange for cash proceeds. However, subject to certain exceptions, we may also elect to cash settle or net share settle all or any portion of our obligations under any ATM Forwards. The forward sale price that we will receive upon physical settlement of the ATM Forwards will be (i) subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread (i.e., if the specified daily rate is less than the spread on any day, the interest rate factor will result in a daily reduction of the applicable forward sale price) and (ii) decreased based on amounts related to expected dividends on shares of our common stock during the term of the ATM Forwards.

We determined that our ATM Forwards meet the criteria for equity classification and are therefore exempt from derivative accounting. We recorded the ATM Forwards at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification.

Our ATM Forwards are presented below (gross offering proceeds at closing in thousands):

Shares OfferedAverage Gross Offering PriceAverage Gross Offering Proceeds at ClosingOutstanding Shares as of December 31, 2025
ATM Forwards (a)6,258,496$67.53$422,6216,258,496

(a)We sold shares under our ATM Forwards during the three months and year ended December 31, 2025. We did not settle any of the shares sold and therefore did not receive any proceeds from such sales.

W. P. Carey 2025 10-K – 97

Reclassifications Out of Accumulated Other Comprehensive Loss

The following tables present a reconciliation of changes in Accumulated other comprehensive loss by component for the periods presented (in thousands):

Gains and (Losses) on Derivative InstrumentsForeign Currency Translation AdjustmentsTotal
Balance at January 1, 2023$36,079$(319,859)$(283,780)
Other comprehensive income before reclassifications(9,599)19,75810,159
Other comprehensive income derecognized in connection with the Spin-Off (Note 3)—35,66435,664
Amounts reclassified from accumulated other comprehensive loss to:
Non-operating income(14,874)—(14,874)
Interest expense(1,956)—(1,956)
Total(16,830)—(16,830)
Net current period other comprehensive income(26,429)55,42228,993
Net current period other comprehensive income attributable to noncontrolling interests—(80)(80)
Balance at December 31, 20239,650(264,517)(254,867)
Other comprehensive income before reclassifications20,901(6,281)14,620
Amounts reclassified from accumulated other comprehensive loss to:
Non-operating income(8,695)—(8,695)
Interest expense(1,582)—(1,582)
Total(10,277)—(10,277)
Net current period other comprehensive income10,624(6,281)4,343
Net current period other comprehensive loss attributable to noncontrolling interests—292292
Balance at December 31, 202420,274(270,506)(250,232)
Other comprehensive loss before reclassifications(30,923)25,089(5,834)
Amounts reclassified from accumulated other comprehensive loss to:
Loss on sale of real estate, net (Note 16)—7,8547,854
Non-operating income(4,352)—(4,352)
Interest expense(453)—(453)
Total(4,805)7,8543,049
Net current period other comprehensive loss(35,728)32,943(2,785)
Net current period other comprehensive income attributable to noncontrolling interests—(329)(329)
Balance at December 31, 2025$(15,454)$(237,892)$(253,346)

See Note 10 for additional information on our derivatives activity recognized within Other comprehensive income (loss) for the periods presented.

Note 14. Stock-Based and Other Compensation

Stock-Based Compensation

At December 31, 2025, we maintained the stock-based compensation plans described below. The total compensation expense (net of forfeitures) for awards issued under these plans was $39.9 million, $40.9 million, and $34.5 million for the years ended December 31, 2025, 2024, and 2023, respectively, which was included in Stock-based compensation expense in the consolidated financial statements.

W. P. Carey 2025 10-K – 98

Amended and Restated 2017 Share Incentive Plan

In June 2024, our stockholders approved the Amended and Restated 2017 Share Incentive Plan (the “Plan”), which authorizes the issuance of up to 4,000,000 additional shares of our common stock and makes certain other changes. The Plan is more fully described in the registration statement on Form S-8 filed on June 14, 2024. The Plan provides for the grant of various stock- and cash-based awards, including (i) RSUs, (ii) PSUs, (iii) RSAs, and (iv) dividend equivalent rights. At December 31, 2025,4,521,900 shares remained available for issuance under the Plan.

Nonvested RSAs, RSUs, and PSUs at December 31, 2025 and changes during the years ended December 31, 2025, 2024, and 2023 were as follows:

RSA and RSU AwardsPSU Awards
SharesWeighted-Average Grant Date Fair ValueSharesWeighted-Average Grant Date Fair Value
Nonvested at January 1, 2023376,298$74.78531,781$89.14
Granted260,19382.43150,989144.54
Vested (a)(173,883)76.50(218,147)104.65
Forfeited(3,581)82.58(3,487)107.72
Adjustment (b)(11,669)80.7565,277113.99
Nonvested at December 31, 2023447,35877.69526,413105.92
Granted300,65763.11213,64582.95
Vested (a)(181,581)74.99(309,670)86.19
Forfeited(6,831)72.38(3,364)101.11
Adjustment (b)——124,50980.73
Nonvested at December 31, 2024559,60370.26551,533101.20
Granted (c)306,62857.67227,70274.78
Vested (a)(238,872)69.61(239,291)113.26
Forfeited(11,451)61.97(5,810)92.49
Adjustment (b)——159,68671.19
Nonvested at December 31, 2025 (d)615,908$64.34693,820$88.40

(a)The grant date fair value of shares vested during the years ended December 31, 2025, 2024, and 2023 was $43.7 million, $40.3 million, and $36.1 million, respectively. Employees and non-employee directors have the option to take immediate delivery of the shares upon vesting or defer receipt to a future date pursuant to previously made deferral elections. At December 31, 2025 and 2024, we had an obligation to issue 1,335,743 and 1,391,456 shares, respectively, of our common stock underlying such deferred awards, which is recorded within Total stockholders’ equity as a Deferred compensation obligation of $80.2 million and $78.5 million, respectively.

(b)Vesting and payment of the PSUs is conditioned upon certain company and/or market performance goals being met during the relevant three-year performance period. The ultimate number of PSUs to be vested will depend on the extent to which the performance goals are met and can range from zero tothree times the original awards. As a result, we recorded adjustments to reflect the number of shares expected to be issued when the PSUs vest.

(c)The grant date fair value of RSAs and RSUs reflect our stock price on the date of grant on aone-for-one basis. The grant date fair value of PSUs was determined utilizing a Monte Carlo simulation model to generate an estimate of our future stock price over thethree-year performance period. To estimate the fair value of PSUs granted during the year ended December 31, 2025, we used a risk-free interest rate of 4.3%, an expected volatility rate of 21.5%, and assumed a dividend yield ofzero.

(d)At December 31, 2025, total unrecognized compensation expense related to these awards was approximately $39.2 million, with an aggregate weighted-average remaining term of 1.7 years.

At the end of each reporting period, we evaluate the ultimate number of PSUs we expect to vest (based upon the extent to which we have met and expect to meet the performance goals) and where appropriate, revise our estimate and associated expense. We do not revise the associated expense on PSUs expected to vest based on market performance. Upon vesting, the RSUs and PSUs may be converted into shares of our common stock. Both the RSUs and PSUs carry dividend equivalent rights. Dividend equivalent rights on RSUs issued under a predecessor employee plan are paid in cash on a quarterly basis, whereas dividend

W. P. Carey 2025 10-K – 99

equivalent rights on RSUs issued under the Plan are accrued and paid in cash only when the underlying shares vest, which is generally on an annual basis. Dividend equivalents on PSUs accrue during the performance period and are converted into additional shares of common stock at the conclusion of the performance period to the extent the PSUs vest. Dividend equivalent rights are accounted for as a reduction to retained earnings to the extent that the awards are expected to vest.

In connection with the Spin-Off (Note 3), each RSU and PSU outstanding at November 1, 2023 received an equitable adjustment equal to the ratio of the five-day volume weighted average per-share price of our common stock prior to the Spin-Off divided by the five-day volume weighted average per-share of our common stock following the Spin-Off. Concurrently, our Board approved amending the performance vesting conditions assigned to the 2021 and 2022 PSU outstanding awards. The equitable adjustment and the amended performance vesting conditions were considered modifications in accordance with the provisions of ASC 718, Compensation-Stock Compensation. As a result, we compared the fair value of each award immediately prior to the modification to the fair value immediately after the modification to measure incremental compensation cost, if any. The modification resulted in minimal incremental fair value. The table above is inclusive of these adjustments.

Employee Share Purchase Plan

We sponsor an employee share purchase plan (“ESPP”) pursuant to which eligible employees may contribute up to 10% of compensation, subject to certain limits, to purchase our common stock semi-annually at a price equal to 90% of the fair market value at certain plan defined dates. Compensation expense under this plan for each of the years ended December 31, 2025, 2024, and 2023 was less than $0.1 million. Cash received from purchases under the ESPP during the years ended December 31, 2025, 2024, and 2023 was $0.2 million, $0.3 million, and $0.3 million, respectively.

Profit-Sharing Plan

We sponsor a qualified profit-sharing plan and trust that generally permits all employees, as defined by the plan, to make pre-tax contributions into the plan. We are under no obligation to contribute to the plan and the amount of any contribution is determined by and at the discretion of our Board. In December 2025, 2024, and 2023, our Board determined that the contribution to the plan for each of those respective years would be 10% of an eligible participant’s cash compensation, up to $30,000 for 2025, $33,000 for 2024, and $33,000 for 2023. For the years ended December 31, 2025, 2024, and 2023, amounts expensed for contributions to the trust were $2.7 million, $2.8 million, and $2.6 million, respectively, which were included in General and administrative expenses in the consolidated financial statements. The profit-sharing plan is a deferred compensation plan and is therefore considered to be outside the scope of current accounting guidance for stock-based compensation.

W. P. Carey 2025 10-K – 100

Note 15. Income Taxes

Income Tax Provision

The components of our provision for income taxes for the periods presented are as follows (in thousands):

Years Ended December 31,
202520242023
Federal
Current$588$(450)$(291)
Deferred(11)(71)—
577(521)(291)
State and Local
Current3,0442,2093,456
3,0442,2093,456
Foreign
Current39,16134,19541,085
Deferred(10,874)(4,174)(198)
28,28730,02140,887
Total Provision for Income Taxes$31,908$31,709$44,052

W. P. Carey 2025 10-K – 101

The composition of income before income taxes for the year ended December 31, 2025 is as follows (in thousands):

Income before Income TaxesYear Ended December 31, 2025
Domestic$285,029
International219,794
Total$504,823

A reconciliation of effective income tax for the periods presented is as follows (in thousands):

Year Ended December 31,
2025
Income before income taxes$504,823
Federal provision at statutory tax rate$106,01321.0%
REIT income not subject to federal income taxes(88,760)(17.6)%
State and local taxes, net of federal benefit (a)3,0380.6%
Foreign Tax Effects:
The Netherlands:
Change in valuation allowance(6,524)(1.3)%
Other2780.1%
United Kingdom6,8221.4%
Other foreign jurisdictions11,5612.3%
Changes in unrecognized tax benefits(1,421)(0.3)%
Change in valuation allowance1960.0%
Other7050.1%
Total Provision for Income Taxes$31,9086.3%
Years Ended December 31,
20242023
Income before income taxes attributable to taxable subsidiaries$63,669$73,669
Federal provision at statutory tax rate (21%)$13,370$15,471
Non-deductible expense6,2273,201
Change in valuation allowance3,2159,970
Rate differential2,7121,357
State and local taxes, net of federal benefit2,3823,517
Other3,80310,536
Total Provision for Income Taxes$31,709$44,052

(a)State taxes in California, North Carolina, Tennessee, and Texas made up the majority (greater than 50 percent) of the tax effect in this category.

W. P. Carey 2025 10-K – 102

Deferred Income Taxes

Deferred income taxes at December 31, 2025 and 2024 consist of the following (in thousands):

December 31,
20252024
Deferred Tax Assets
Net operating loss and other tax credit carryforwards$42,685$47,134
Basis differences — foreign investments34,48624,991
Other741953
Total deferred tax assets77,91273,078
Valuation allowance(44,761)(55,488)
Net deferred tax assets33,15117,590
Deferred Tax Liabilities
Basis differences — foreign investments(151,820)(147,462)
Total deferred tax liabilities(151,820)(147,462)
Net Deferred Tax Liability$(118,669)$(129,872)

Our deferred tax assets and liabilities are primarily the result of temporary differences related to the following:

Basis differences between tax and GAAP for certain international real estate investments. For income tax purposes, in certain acquisitions, we assume the seller’s basis, or the carry-over basis, in the acquired assets. The carry-over basis is typically lower than the purchase price, or the GAAP basis, resulting in a deferred tax liability with an offsetting increase to goodwill or the acquired tangible or intangible assets;

Timing differences generated by differences in the GAAP basis and the tax basis of assets such as those related to capitalized acquisition costs, straight-line rent, prepaid rents, and intangible assets, as well as unearned and deferred compensation; and

Tax net operating losses in certain subsidiaries, including those domiciled in foreign jurisdictions, that may be realized in future periods if the respective subsidiary generates sufficient taxable income. Certain net operating losses and interest carryforwards were subject to limitations as a result of certain business combinations, and thus could not be applied to reduce future income tax liabilities.

As of December 31, 2025, U.S. federal and state net operating loss carryforwards were $20.4 million and $12.7 million, respectively, which will begin to expire in 2033. As of December 31, 2025, net operating loss carryforwards in foreign jurisdictions were $105.9 million, which will begin to expire in 2026.

The net deferred tax liability in the table above is comprised of deferred tax asset balances, net of certain deferred tax liabilities and valuation allowances, of $33.2 million and $17.6 million at December 31, 2025 and 2024, respectively, which are included in Other assets, net in the consolidated balance sheets, and other deferred tax liability balances of $151.8 million and $147.5 million at December 31, 2025 and 2024, respectively, which are included in Deferred income taxes in the consolidated balance sheets.

Our taxable subsidiaries recognize tax positions in the financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements.

W. P. Carey 2025 10-K – 103

The following table presents a reconciliation of the beginning and ending amount of unrecognized tax benefits (in thousands):

Years Ended December 31,
20252024
Beginning balance$2,909$5,112
Decrease based on tax positions related to the prior year(1,588)(1,379)
Addition based on tax positions related to the current year1,54377
Decrease due to lapse in statute of limitations(742)(745)
Foreign currency translation adjustments110(156)
Ending balance$2,232$2,909

At December 31, 2025 and 2024, we had unrecognized tax benefits as presented in the table above. These unrecognized tax benefits are recorded as liabilities within Accounts payable, accrued expenses and other liabilities on our consolidated balance sheets. We recognize interest and penalties related to uncertain tax positions in income tax expense. At December 31, 2025 and 2024, we had approximately $0.3 million and $1.0 million, respectively, of accrued interest related to uncertain tax positions.

Income Taxes Paid

Income taxes paid during the year ended December 31, 2025 consist of the following (in thousands):

Domestic:
Federal$(257)
State and local2,453
Foreign:
The Netherlands7,664
United Kingdom6,642
Poland4,561
Canada3,559
France2,954
Spain2,193
Mexico2,056
Other Foreign8,270
Total Income Taxes Paid$40,095

Income taxes paid were $36.3 million and $38.6 million during the years ended December 31, 2024, and 2023, respectively.

REIT Qualification

We elected to be taxed as a REIT under Section 856 through 860 of the Internal Revenue Code effective as of February 15, 2012. In order to maintain our qualification as a REIT, we are required, among other things, to distribute at least 90% of our REIT net taxable income to our stockholders and meet certain tests regarding the nature of our income and assets. As a REIT, we are not subject to federal income taxes on our income and gains that we distribute to our stockholders as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, as well as other factors. We believe that we have operated, and we intend to continue to operate, in a manner that allows us to continue to qualify as a REIT. We conduct business primarily in North America and Europe, and as a result, we or one or more of our subsidiaries file income tax returns in the United States federal jurisdiction and various state, local, and foreign jurisdictions.

Tax authorities in the relevant jurisdictions may select our tax returns for audit and propose adjustments before the expiration of the statute of limitations. Our tax returns filed for tax years 2020 through 2024 or any ongoing audits remain open to adjustment in the major tax jurisdictions.

W. P. Carey 2025 10-K – 104

Note 16. Property Dispositions

We implemented the Office Sale Program in September 2023, which was completed in 2024 (Note 1).

All property dispositions are also discussed in Note 5 and Note 6. These dispositions exclude properties contributed to NLOP in the Spin-Off (Note 3).

2025 — During the year ended December 31, 2025, we sold 128 properties for total proceeds, net of selling costs, of $1.5 billion, and recognized a net gain on these sales totaling $193.8 million (inclusive of (i) $6.0 million attributable to a noncontrolling interest and (ii) income taxes totaling $6.8 million recognized upon sale).

This disposition activity for the year ended December 31, 2025 includes the sale of 63 self-storage operating properties for total proceeds, net of selling costs, of $772.2 million, resulting in a net gain on these sales totaling $37.3 million. In addition, disposition activity for the year ended December 31, 2025 includes the sale of a student housing operating property for proceeds, net of selling costs, of $77.8 million, resulting in a net gain on sale of $9.3 million.

In connection with the sale of a property in Norway in December 2025, and in accordance with ASC 830-30-40, Foreign Currency Matters, we reclassified an aggregate of $7.9 million of net foreign currency translation losses from Accumulated other comprehensive loss to Gain on sale of real estate, net (as a decrease to Gain on sale of real estate, net), since the sale represented a disposal of all of our investments denominated in Norwegian krone (Note 2, Note 13).

2024 — During the year ended December 31, 2024, we sold 176 properties for total proceeds, net of selling costs, of $1.2 billion, and recognized a net gain on these sales totaling $68.4 million (inclusive of income taxes totaling $7.3 million recognized upon sale). One of the properties sold during 2024 was a hotel operating property.

This disposition activity for the year ended December 31, 2024 includes the sale of 78 properties under the Office Sale Program for total proceeds, net of selling costs, of $524.8 million, resulting in a net gain on these sales totaling $3.9 million.

2023 — During the year ended December 31, 2023, we sold 31 properties for total proceeds, net of selling costs, of $446.4 million, and recognized a net gain on these sales totaling $80.7 million (inclusive of income taxes totaling $1.6 million recognized upon sale). Eight of the properties sold during 2023 were hotel operating properties.

This disposition activity includes the sale ofeight properties under the Office Sale Program for total proceeds, net of selling costs, of $216.9 million, resulting in a net gain on these sales totaling $3.6 million.

Note 17. Segment Information

Reportable Segment Information

The Company operates asone reportable segment. Our business is characterized as investing primarily in operationally-critical, single-tenant commercial real estate properties that are principally leased on a long-term basis. These economic characteristics are similar across various property types, geographic locations, and industries in which our tenants operate and therefore considered one operating segment. Our consolidated operating results, including net income, are regularly reviewed, in the aggregate, by our CODM to evaluate performance and allocate resources, which can be found on our consolidated financial statements (Note 1, Note 2).

Our revenues are largely derived from the long-term leases that we execute with tenants. These revenues are classified as either Lease revenues (Note 5) or Income from finance leases and loans receivable (Note 6) in accordance with ASC 842, Leases.

Our operating expenses are regularly reviewed by our CODM. All expenses are reviewed, but our CODM is regularly provided with the following significant expenses, which are included in our consolidated financial statements and require no additional disaggregation: General and administrative expenses, Property expenses, excluding reimbursable tenant costs, Interest expense, and Provision for income taxes.

W. P. Carey 2025 10-K – 105

Geographic Information

Our portfolio is comprised of domestic and international investments. At December 31, 2025, our international investments were comprised of investments in Austria, Belgium, Canada, Croatia, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Hungary, Italy, Japan, Latvia, Lithuania, Mauritius, Mexico, the Netherlands, Poland, Portugal, Slovakia, Spain, Sweden, and the United Kingdom. We sold all of our investments in Norway during 2025 (Note 16). No tenant or international country individually comprised at least 10% of our total lease revenues for the years ended December 31, 2025, 2024, or 2023, or at least 10% of our total long-lived assets at December 31, 2025 or 2024. The following tables present the geographic information (in thousands):

Years Ended December 31,
202520242023
Revenues
Domestic$1,092,612$1,013,217$1,154,863
International623,873569,801586,495
Total$1,716,485$1,583,018$1,741,358
December 31,
20252024
Long-lived Assets
Domestic$9,507,419$9,273,858
International5,961,7555,306,617
Total$15,469,174$14,580,475
Equity Method Investments
Domestic$274,208$273,141
International35,97027,974
Total$310,178$301,115

Note 18. Subsequent Events

Acquisitions and Completed Construction Projects

In January and February 2026, we completed five acquisitions totaling approximately $262.4 million. They are as follows:

$2.2 million for a retail facility in Las Vegas, New Mexico;

$9.4 million for a manufacturing facility in Arlington Heights, Illinois;

$185.0 million for a portfolio ofsix warehouse facilities andone office facility in Poland;

$43.4 million for an industrial facility in Glenwillow, Ohio; and

$22.3 million fortwo manufacturing facilities in Peebles, Ohio, andone manufacturing facility in Hope, Arkansas.

In addition, in January 2026, we completedtwo construction projects totaling approximately $29.3 million. They are as follows:

$17.6 million for a build-to-suit at an existing retail facility in Amsterdam, the Netherlands; and

$11.6 million for a build-to-suit retail facility in Surprise, Arizona.

Dispositions

In January and February 2026, we sold four properties for gross proceeds totaling $60.2 million. One of these properties was classified as held for sale as of December 31, 2025 (Note 5).

Mortgage Loan Repayments

In January and February 2026, we repaid at maturitytwo non-recourse mortgage loans totaling approximately $22.4 million.

W. P. Carey 2025 10-K – 106

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