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|8-KFeb 19, 4:12 PM ET

W. P. Carey Inc. 8-K

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W. P. Carey Inc. Announces $432M Underwritten Stock Offering via Forward Sales

What Happened
W. P. Carey Inc. filed an 8-K on Feb. 19, 2026 reporting an underwritten public offering of 6,000,000 shares of its common stock at $71.38 per share (gross proceeds $432 million). BofA Securities and J.P. Morgan acted as underwriters and also served as forward sellers; Bank of America, N.A. and JPMorgan Chase Bank served as forward purchasers under forward sale agreements. The Company closed the offering Feb. 19, 2026 and was granted a 30‑day option to sell up to an additional 900,000 shares at the same price.

Key Details

  • Shares offered: 6,000,000 common shares at $71.38 per share; gross proceeds $432.0 million.
  • Overallotment option: Underwriters have a 30‑day option to purchase up to 900,000 additional shares at $71.38.
  • Forward sale agreements: Company entered forward sale agreements with Bank of America and JPMorgan Chase; W. P. Carey expects to physically settle and receive proceeds (subject to adjustments) upon one or more physical settlements within ~24 months of the prospectus supplement.
  • Settlement flexibility: The Company may elect cash or net-share settlement for all or part of the forward obligations, which could result in receiving or owing cash or shares.
  • Use of proceeds: Net proceeds, when received, will be used for potential investments, repayment of indebtedness (including amounts under its revolving credit facility), and general corporate purposes.
  • Related communications: Launch, pricing and closing press releases were issued Feb. 17 and Feb. 19, 2026.

Why It Matters
This transaction increases W. P. Carey’s near-term capital-raising capacity without immediately issuing new shares from the company’s treasury (the forward structure delays physical share delivery). Investors should note the potential dilution if the forward agreements are settled by delivering shares, and the company’s stated intentions to use proceeds for investments and debt repayment. The timing and method of settlement (physical vs. cash/net share) will determine the actual impact on outstanding shares and liquidity when settlements occur.