{"url_path":"/sec/wpc/8-k/2026-02-19/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-02-19","source_url":"https://www.sec.gov/Archives/edgar/data/1025378/0001104659-26-017544-index.html","accession_number":"0001104659-26-017544","cik":"0001025378","ticker":"WPC","issuer_name":"W. P. Carey Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1025378/0001104659-26-017544-index.html","primary_entity_key":"0001025378","primary_entity_name":"W. P. Carey Inc."},"word_count":613,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn February 17, 2026, W. P. Carey Inc. (the “Company”)\nentered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and J.P. Morgan Securities\nLLC as underwriters (collectively, the “Underwriters”), BofA Securities, Inc. and J.P. Morgan Securities LLC (in such\ncapacities, the “Forward Sellers”) and Bank of America, N.A. and JPMorgan Chase Bank, National Association (in such capacities,\nthe “Forward Purchasers”) in connection with an underwritten public offering (the “Offering”) of 6,000,000 shares\n(the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price\nper share to the Underwriters of $71.38 (the “Purchase Price”). The Shares are offered by the Forward Sellers in connection\nwith certain forward sale agreements described below. The gross proceeds from the offering are $432 million. Pursuant to\nthe terms of the Underwriting Agreement, the Underwriters were granted a 30-day option to purchase up to an additional 900,000 shares\nof Common Stock at the Purchase Price.\n\n \n\nIn connection with the Offering, the Company also entered into certain\nforward sale agreements (the “Forward Sale Agreements”) with the Forward Purchasers. In connection with such Forward Sale\nAgreements, the Forward Purchasers (or their respective affiliates) borrowed from third parties and sold to the Underwriters an aggregate\nof 6,000,000 shares of Common Stock that was sold in the Offering. The Company expects to physically settle the Forward Sale Agreements\nand receive proceeds, subject to certain adjustments, from the sale of those shares of its Common Stock upon one or more such physical\nsettlements within approximately 24 months from the date of the prospectus supplement relating to the Offering. Although the Company expects\nto settle the Forward Sale Agreements entirely by the physical delivery of shares of Common Stock for cash proceeds, the Company may also\nelect to cash or net share settle all or a portion of its obligations under the Forward Sale Agreements, in which case, it may receive,\nor it may owe, cash or shares of Common Stock from or to the Forward Purchasers. The Forward Sale Agreements provide for an initial forward\nsale price of $71.38 per share, subject to certain adjustments pursuant to the terms of each of the Forward Sale Agreements. The Forward\nSale Agreements are subject to early termination or settlement under certain circumstances.\n\n \n\nThe Offering closed on February 19, 2026 and was made pursuant\nto (i) the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-286885) filed with the Securities\nand Exchange Commission on May 1, 2025, and (ii) a final prospectus supplement relating to the Shares, dated as of February 17,\n2026.\n\n \n\nThe Company intends to use the net proceeds, if any, received upon\nthe settlement of the Forward Sale Agreements (and from the sale of any shares of its Common Stock that it may sell to the Underwriters\nin lieu of the Forward Purchasers (or their respective affiliates) selling shares of its Common Stock to the Underwriters) to fund potential\nfuture investments, to repay certain indebtedness (including amounts outstanding under its unsecured revolving credit facility), and for\ngeneral corporate purposes.\n\n \n\nThe Underwriting Agreement contains customary representations, warranties\nand covenants of the Company, as well as certain customary indemnification provisions with respect to the Company, the Underwriters, the\nForward Purchasers and the Forward Sellers relating to certain losses or damages arising out of or in connection with the consummation\nof the Offering.\n\n \n\nThe foregoing descriptions of the Underwriting Agreement and Forward\nSale Agreements do not purport to be complete, and are qualified in their entirety by reference to Exhibits 1.1, 1.2 and 1.3 to this Current\nReport on Form 8-K and are incorporated herein by reference."}