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What changed in W. P. Carey Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of W. P. Carey Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+211 added−233 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-12)

Top changes in W. P. Carey Inc.'s 2025 10-K

211 paragraphs added · 233 removed · 186 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

90 edited+16 added−30 removed37 unchanged
Biggest changeCarey 2024 10-K – 28 Portfolio Diversification by Geography (in thousands, except percentages) Region ABR ABR Percent Square Footage (a) Square Footage Percent United States Midwest Illinois $ 63,397 4.7 % 9,945 5.6 % Ohio 42,184 3.2 % 8,375 4.8 % Indiana 36,337 2.7 % 6,107 3.5 % Michigan 25,466 1.9 % 4,600 2.6 % Wisconsin 19,437 1.5 % 3,340 1.9 % Other (b) 50,953 3.8 % 7,227 4.1 % Total Midwest 237,774 17.8 % 39,594 22.5 % East North Carolina 41,271 3.1 % 8,783 5.0 % Pennsylvania 32,182 2.4 % 3,416 1.9 % South Carolina 22,902 1.7 % 5,307 3.0 % Kentucky 22,553 1.7 % 4,485 2.6 % New York 21,944 1.7 % 2,284 1.3 % New Jersey 18,711 1.4 % 954 0.5 % Massachusetts 16,584 1.2 % 1,188 0.7 % Other (b) 33,821 2.5 % 5,157 2.9 % Total East 209,968 15.7 % 31,574 17.9 % South Texas 81,425 6.1 % 10,438 5.9 % Florida 38,690 2.9 % 3,295 1.9 % Georgia 24,436 1.8 % 4,293 2.4 % Tennessee 24,334 1.8 % 4,004 2.3 % Alabama 23,269 1.7 % 3,430 1.9 % Other (b) 17,770 1.3 % 2,422 1.4 % Total South 209,924 15.6 % 27,882 15.8 % West California 62,270 4.7 % 5,463 3.1 % Arizona 21,005 1.6 % 2,269 1.3 % Utah 14,542 1.1 % 2,021 1.1 % Other (b) 57,617 4.3 % 5,105 2.9 % Total West 155,434 11.7 % 14,858 8.4 % United States Total 813,100 60.8 % 113,908 64.6 % International The Netherlands 60,091 4.5 % 7,054 4.0 % Poland 59,110 4.4 % 8,455 4.8 % Italy 57,179 4.3 % 8,183 4.6 % Canada (c) 54,697 4.1 % 5,450 3.1 % United Kingdom 49,882 3.7 % 4,505 2.6 % Germany 49,013 3.7 % 5,840 3.3 % Spain 34,383 2.6 % 3,073 1.7 % Croatia 24,665 1.8 % 2,063 1.2 % Denmark 24,060 1.8 % 3,002 1.7 % France 21,725 1.6 % 1,679 1.0 % Mexico (d) 21,716 1.6 % 3,604 2.0 % Other (e) 67,551 5.1 % 9,604 5.4 % International Total 524,072 39.2 % 62,512 35.4 % Total $ 1,337,172 100.0 % 176,420 100.0 % W.
Biggest changeCarey 2025 10-K – 27 Portfolio Diversification by Geography (in thousands, except percentages) Region ABR ABR Percent Square Footage (a) Square Footage Percent United States Midwest Illinois $ 66,036 4.3 % 9,455 5.2 % Ohio 45,660 2.9 % 8,218 4.5 % Indiana 43,362 2.8 % 6,251 3.4 % Michigan 27,158 1.7 % 4,486 2.4 % Wisconsin 22,515 1.4 % 3,410 1.9 % Other (b) 58,624 3.8 % 7,141 3.9 % Total Midwest 263,355 16.9 % 38,961 21.3 % South Texas 93,471 6.0 % 11,702 6.4 % Florida 44,548 2.9 % 3,633 2.0 % Tennessee 39,281 2.5 % 4,572 2.5 % Georgia 30,302 2.0 % 4,529 2.5 % Alabama 23,484 1.5 % 3,607 2.0 % Other (b) 29,031 1.9 % 3,072 1.7 % Total South 260,117 16.8 % 31,115 17.1 % East North Carolina 41,210 2.7 % 8,852 4.8 % Pennsylvania 32,527 2.1 % 3,385 1.8 % Kentucky 29,768 1.9 % 4,485 2.4 % Massachusetts 28,681 1.8 % 1,344 0.7 % New Jersey 27,506 1.8 % 1,118 0.6 % New York 23,080 1.5 % 2,287 1.2 % South Carolina 19,531 1.3 % 4,413 2.4 % Other (b) 37,266 2.4 % 5,359 2.9 % Total East 239,569 15.5 % 31,243 16.8 % West California 76,277 4.9 % 5,375 2.9 % Arizona 22,548 1.5 % 2,372 1.3 % Nevada 17,861 1.1 % 485 0.3 % Other (b) 67,330 4.3 % 6,761 3.7 % Total West 184,016 11.8 % 14,993 8.2 % United States Total 947,057 61.0 % 116,312 63.4 % International Italy 78,315 5.0 % 9,941 5.4 % The Netherlands 68,092 4.4 % 6,847 3.7 % Poland 65,529 4.2 % 8,448 4.6 % United Kingdom 62,845 4.1 % 4,848 2.7 % Canada (c) 59,680 3.8 % 5,737 3.1 % Germany 48,061 3.1 % 5,304 2.9 % Spain 42,550 2.7 % 4,251 2.3 % Croatia 29,330 1.9 % 2,063 1.1 % France 28,203 1.8 % 2,149 1.2 % Mexico (d) 27,686 1.8 % 4,328 2.4 % Denmark 27,613 1.8 % 3,002 1.6 % Other (e) 68,351 4.4 % 10,268 5.6 % International Total 606,255 39.0 % 67,186 36.6 % Total $ 1,553,312 100.0 % 183,498 100.0 % W.
(b) Other properties within Midwest include assets in Minnesota, Iowa, Kansas, Missouri, Nebraska, South Dakota, and North Dakota. Other properties within East include assets in Virginia, Connecticut, Maryland, West Virginia, New Hampshire, and Maine. Other properties within South include assets in Louisiana, Arkansas, Oklahoma, and Mississippi.
(b) Other properties within Midwest include assets in Minnesota, Kansas, Iowa, Missouri, Nebraska, South Dakota, and North Dakota. Other properties within South include assets in Louisiana, Arkansas, Oklahoma, and Mississippi. Other properties within East include assets in Virginia, Maryland, Connecticut, West Virginia, New Hampshire, and Maine.
We evaluate our results of operations with a primary focus on increasing and enhancing the value, quality, and number of our properties. We focus our efforts on accretive investing and improving portfolio quality through re-leasing efforts, including negotiation of lease renewals, or selectively selling assets in order to increase value in our real estate portfolio. W. P.
Results of Operations We evaluate our results of operations with a primary focus on increasing and enhancing the value, quality, and number of our properties. We focus our efforts on accretive investing and improving portfolio quality through re-leasing efforts, including negotiation of lease renewals, or selectively selling assets in order to increase value in our real estate portfolio. W. P.
We do not use our FFO and AFFO measures as, nor should they be considered to be, alternatives to net income computed under GAAP, or as alternatives to net cash provided by operating activities computed under GAAP, or as indicators of our ability to fund our cash needs. W. P.
We do not use our FFO and AFFO measures as, nor should they be considered to be, alternatives to net income computed under GAAP, alternatives to net cash provided by operating activities computed under GAAP, or indicators of our ability to fund our cash needs. W. P.
(e) Includes assets in Lithuania, Belgium, Hungary, Norway, Mauritius, Slovakia, Portugal, the Czech Republic, Austria, Sweden, Latvia, Japan, Finland, and Estonia. (f) Includes automotive dealerships. (g) Includes ABR from tenants with the following property types: education facility, self-storage (net lease), specialty, laboratory, office, research and development, hotel (net lease), and land. W. P.
(e) Includes assets in Lithuania, Slovakia, Belgium, the Czech Republic, Mauritius, Portugal, Austria, Latvia, Sweden, Finland, Japan, Estonia, and Hungary. (f) Includes automotive dealerships. (g) Includes ABR from tenants with the following property types: education facility, specialty, self-storage (net lease), laboratory, research and development, hotel (net lease), office, and land. W. P.
Due to the change in control of this jointly owned investment, we recorded a gain on change in control of interests of $31.8 million reflecting the difference between our carrying value and the fair value of our previously held equity interest. Subsequent to this acquisition, we consolidated this wholly owned investment ( Note 9 ).
Due to the change in control of this jointly owned investment, we recorded a gain on change in control of interests of $31.8 million reflecting the difference between our carrying value and the fair value of our previously held equity interest. Subsequent to this acquisition, we consolidated this wholly owned investment ( Note 8 ).
We believe that the ultimate resolution of any environmental matters should not have a material adverse effect on our financial condition, liquidity, or results of operations. We record environmental obligations within Accounts payable, accrued expenses and other liabilities in the consolidated financial statements. See Item 1A. Risk Factors for further discussion of potential environmental risks. W. P.
We believe that the ultimate resolution of any environmental matters should not have a material adverse effect on our financial condition, liquidity, or results of operations. We record environmental obligations within Accounts payable, accrued expenses and other liabilities in the consolidated financial statements. See Item 1A. Risk Factors for further discussion of potential environmental risks.
We may also use existing cash resources, available capacity under our Unsecured Revolving Credit Facility, mortgage loan proceeds, and the issuance of additional debt or equity securities to meet these needs. Certain amounts disclosed above are based on the applicable foreign currency exchange rate at December 31, 2024.
We may also use existing cash resources, available capacity under our Unsecured Revolving Credit Facility, mortgage loan proceeds, and the issuance of additional debt or equity securities to meet these needs. Certain amounts disclosed above are based on the applicable foreign currency exchange rate at December 31, 2025.
ABR — ABR represents contractual minimum annualized base rent for our net-leased properties and reflects exchange rates as of December 31, 2024. If there is a rent abatement, we annualize the first monthly contractual base rent following the free rent period. ABR is not applicable to operating properties and is presented on a pro rata basis.
ABR — ABR represents contractual minimum annualized base rent for our net-leased properties and reflects exchange rates as of December 31, 2025. If there is a rent abatement, we annualize the first monthly contractual base rent following the free rent period. ABR is not applicable to operating properties and is presented on a pro rata basis.
We believe that these measures are useful to investors to consider because they may assist them to better understand and measure the performance of our business over time and against similar companies. A description of FFO and AFFO and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are provided below. W. P.
We believe that these measures are useful to investors to consider because they may assist them to better understand and measure the performance of our business over time and against similar companies. A description of FFO and AFFO and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are provided below.
For example, impairment charges and unrealized foreign currency losses that we exclude may become actual realized losses upon the ultimate disposition of the properties in the form of lower cash proceeds or other considerations. We use our FFO and AFFO measures as supplemental financial measures of operating performance.
For example, impairment charges and unrealized foreign currency exchange rate losses that we exclude may become actual realized losses upon the ultimate disposition of the properties in the form of lower cash proceeds or other considerations. We use our FFO and AFFO measures as supplemental financial measures of operating performance.
We believe that AFFO is a useful supplemental measure for investors to consider as we believe it will help them to better assess the sustainability of our operating performance without the potentially distorting impact of these short-term fluctuations. However, there are limits on the usefulness of AFFO to investors.
We believe that AFFO is a useful supplemental measure for investors to consider because we believe it will help them better assess the sustainability of our operating performance without the potentially distorting impact of these short-term fluctuations. However, there are limits on the usefulness of AFFO to investors.
We exclude these items from GAAP net income to arrive at AFFO as they are not the primary drivers in our decision-making process and excluding these items provides investors a view of our portfolio performance over time and makes it more comparable to other REITs. AFFO also reflects adjustments for unconsolidated partnerships and jointly owned investments.
We exclude these items from GAAP net income to arrive at AFFO because they are not the primary drivers in our decision-making process and excluding these items provides investors with a view of our portfolio performance over time and makes it more comparable to other REITs. AFFO also reflects adjustments for unconsolidated partnerships and jointly owned investments.
We expect to fund these cash requirements through cash generated from operations, cash received from dispositions of properties, the use of our cash reserves or unused amounts on our Unsecured Revolving Credit Facility (as described above), proceeds from term loans or other bank debt, issuances of common stock through our ATM Program ( Note 14 ), and potential issuances of additional debt or equity securities.
We expect to fund these cash requirements through cash generated from operations, cash received from dispositions of properties, the use of our cash reserves or unused amounts on our Unsecured Revolving Credit Facility (as described above), proceeds from term loans or other bank debt, issuances and settlements of common stock through our ATM Program ( Note 13 ), and potential issuances of additional debt or equity securities.
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.
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. W. P.
Therefore, we recorded a $10.7 million gain on repayment of this secured loan receivable during the year ended December 31, 2024. W. P.
Therefore, we recorded a $10.7 million gain on repayment of this secured loan receivable during the year ended December 31, 2024.
Carey 2024 10-K – 42 Funds from Operations and Adjusted Funds from Operations Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts (“NAREIT”), an industry trade group, has promulgated a non-GAAP measure known as FFO, which we believe to be an appropriate supplemental measure, when used in addition to and in conjunction with results presented in accordance with GAAP, to reflect the operating performance of a REIT.
Funds from Operations and Adjusted Funds from Operations Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts (“NAREIT”), an industry trade group, has promulgated a non-GAAP measure known as FFO, which we believe to be an appropriate supplemental measure, when used in addition to and in conjunction with results presented in accordance with GAAP, to reflect the operating performance of a REIT.
W. P. Carey 2024 10-K – 40 We may also access the capital markets through additional debt (denominated in both U.S. dollars and euros) and equity offerings, as well as term loans and other bank debt. Our cash resources can be used for working capital needs and other commitments and may be used for future investments.
W. P. Carey 2025 10-K – 38 We may also access the capital markets through additional debt (denominated in both U.S. dollars and euros) and equity offerings, as well as term loans and other bank debt. Our cash resources can be used for working capital needs and other commitments and may be used for future investments.
See Supplemental Financial Measures below for our definition of this non-GAAP measure and a reconciliation to its most directly comparable GAAP measure. W. P.
See Supplemental Financial Measures below for our definition of this non-GAAP measure and a reconciliation to its most directly comparable GAAP measure.
(c) We acquired a secured loan receivable with a fair value of $13.3 million in our merger with a former affiliate, Corporate Property Associates 17 – Global Incorporated, in October 2018, for which the outstanding principal of $24.0 million was fully repaid to us in March 2024 ( Note 7 ).
(b) We acquired a secured loan receivable with a fair value of $13.3 million in our merger with a former affiliate, Corporate Property Associates 17 – Global Incorporated, in October 2018, for which the outstanding principal of $24.0 million was fully repaid to us in March 2024 ( Note 6 ).
The following table presents certain information about our outstanding debt (dollars in thousands): Years Ended December 31, 2024 2023 Average outstanding debt balance $ 7,948,034 $ 8,404,466 Weighted-average interest rate 3.2 % 3.2 % Other Gains and (Losses) Other gains and (losses) primarily consists of gains and losses on (i) the mark-to-market fair value of equity securities, (ii) extinguishment of debt, (iii) foreign currency exchange rate movements (except those foreign currency-denominated unsecured debt instruments that were designated as net investment hedges ( Note 11 )), and (iv) changes in the non-cash allowance for credit losses on loans receivable and finance leases.
The following table presents certain information about our outstanding debt (dollars in thousands): Years Ended December 31, 2025 2024 Average outstanding debt balance $ 8,529,460 $ 7,948,034 Weighted-average interest rate 3.2 % 3.2 % Other Gains and (Losses) Other gains and (losses) primarily consists of gains and losses on (i) the mark-to-market fair value of equity securities, (ii) foreign currency exchange rate movements (except those foreign currency-denominated unsecured debt instruments that were designated as net investment hedges ( Note 10 )), (iii) changes in the non-cash allowance for credit losses on loans receivable and finance leases, and (iv) extinguishment of debt.
(d) Equity income, including amounts that are not typically recognized for FFO and AFFO, is recognized within Earnings from equity method investments on the consolidated statements of income. This represents adjustments to equity income to reflect FFO and AFFO on a pro rata basis. (e) Adjustments disclosed elsewhere in this reconciliation are on a consolidated basis.
(b) Equity income, including amounts that are not typically recognized for FFO and AFFO, is recognized within Earnings from equity method investments on the consolidated statements of income. This represents adjustments to equity income to reflect FFO and AFFO on a pro rata basis. (c) Adjustments disclosed elsewhere in this reconciliation are on a consolidated basis.
We may also use existing cash resources, available capacity under our Senior Unsecured Credit Facility, proceeds from term loans or other bank debt, proceeds from dispositions of properties (including the Office Sale Program ( Note 1 )), and the issuance of additional debt or equity securities, such as issuances of common stock through our ATM Program ( Note 14 ), in order to meet our short-term and long-term liquidity needs.
We may also use existing cash resources, available capacity under our Senior Unsecured Credit Facility, proceeds from term loans or other bank debt, proceeds from dispositions of properties, and the issuance of additional debt or equity securities, such as issuances of common stock through our ATM Program ( Note 13 ), in order to meet our short-term and long-term liquidity needs.
Carey 2024 10-K – 33 For the year ended December 31, 2024 as compared to 2023, lease revenues from existing net-leased properties increased due to the following items (in millions): __________ (a) Excludes fixed minimum rent increases, which are reflected as straight-line rent adjustments within lease revenues.
For the year ended December 31, 2025 as compared to 2024, lease revenues from existing net-leased properties increased due to the following items (in millions): __________ W. P. Carey 2025 10-K – 32 (a) Excludes fixed minimum rent increases, which are reflected as straight-line rent adjustments within lease revenues.
Operating Property Revenues and Expenses “Existing operating properties” are those that we acquired or placed into service prior to January 1, 2023 and that were not sold, held for sale, or reclassified to net-leased properties during the periods presented.
“Existing operating properties” are those that we acquired or placed into service prior to January 1, 2024 and that were not sold, held for sale, or reclassified to net-leased properties during the periods presented.
Of this amount, $141.9 million, at then-current exchange rates, was held in foreign subsidiaries, and we could be subject to restrictions or significant costs should we decide to repatriate these amounts; • funds totaling $14.6 million that are held by an intermediary and have been designated for future tax-deferred like-kind exchanges under Section 1031 of the Internal Revenue Code (“1031 Exchange”) transactions ( Note 2 ); • our Unsecured Revolving Credit Facility, with available capacity of $1.9 billion (net of amounts reserved for standby letters of credit totaling $4.9 million); and • unleveraged properties that had an aggregate asset carrying value of approximately $13.6 billion at December 31, 2024, although there can be no assurance that we would be able to obtain financing for these properties.
Of this amount, $130.7 million, at then-current exchange rates, was held in foreign subsidiaries, and we could be subject to restrictions or significant costs should we decide to repatriate these amounts; • funds totaling $80.9 million that are held by an intermediary and have been designated for future tax-deferred like-kind exchanges under Section 1031 of the Internal Revenue Code (“1031 Exchange”) transactions ( Note 2 ); • our Unsecured Revolving Credit Facility, with available capacity of $1.6 billion (net of amounts reserved for standby letters of credit totaling $1.1 million); • available proceeds under our ATM Forwards of approximately $412.2 million ( Note 1 3 ); and • unleveraged properties that had an aggregate asset carrying value of approximately $15.2 billion at December 31, 2025, although there can be no assurance that we would be able to obtain financing for these properties.
Earnings from Equity Method Investments Our equity method investments are more fully described in Note 9 .
Earnings from Equity Method Investments Our equity method investments are more fully described in Note 8 .
Carey 2024 10-K – 43 FFO and AFFO were as follows (in thousands): Years Ended December 31, 2024 2023 Net income attributable to W. P.
Carey 2025 10-K – 41 FFO and AFFO were as follows (in thousands): Years Ended December 31, 2025 2024 Net income attributable to W. P.
Carey 2024 10-K – 41 Critical Accounting Estimates Our significant accounting policies are described in Note 2 . Many of these accounting policies require judgment and the use of estimates and assumptions when applying these policies in the preparation of our consolidated financial statements.
Critical Accounting Estimates Our significant accounting policies are described in Note 2 . Many of these accounting policies require judgment and the use of estimates and assumptions when applying these policies in the preparation of our consolidated financial statements.
Environmental Obligations In connection with the purchase of many of our properties, we have required the sellers to perform environmental reviews. We believe, based on the results of these reviews, that these properties were in substantial compliance with federal, state, and foreign environmental statutes at the time the properties were acquired.
W. P. Carey 2025 10-K – 39 Environmental Obligations In connection with the purchase of many of our properties, we have required the sellers to perform environmental reviews. We believe, based on the results of these reviews, that these properties were in substantial compliance with federal, state, and foreign environmental statutes at the time the properties were acquired.
Supplemental Financial Measures In the real estate industry, analysts and investors employ certain non-GAAP supplemental financial measures in order to facilitate meaningful comparisons between periods and among peer companies.
Carey 2025 10-K – 40 Supplemental Financial Measures In the real estate industry, analysts and investors employ certain non-GAAP supplemental financial measures in order to facilitate meaningful comparisons between periods and among peer companies.
Additionally, we exclude non-core income and expenses, such as gains or losses from extinguishment of debt, gains or losses on the mark-to-market fair value of equity securities, merger and acquisition expenses, and spin-off expenses.
Additionally, we exclude non-core income and expenses, such as gains or losses from extinguishment of debt, gains or losses on the mark-to-market fair value of equity securities, merger and acquisition expenses, spin-off expenses, and income and expenses associated with our captive insurance company.
Carey 2024 10-K – 37 Gain on Sale of Real Estate, Net Gain on sale of real estate, net, consists of gains and losses on the sale of properties that were (i) disposed of, (ii) subject to the exercise of a purchase option, (iii) subject to a purchase agreement resulting in a lease modification during the reporting period or (iv) included in assets held for sale and subject to a revised estimated purchase price during the reporting period, as more fully described in Note 6 , Note 7 , and Note 17 .
Gain on Sale of Real Estate, Net Gain on sale of real estate, net, consists of gains and losses on (i) the sale of properties that were disposed of, net of taxes, (ii) properties subject to the exercise of a purchase option, (iii) properties subject to a purchase agreement resulting in a lease modification during the reporting period, or (iv) properties included in assets held for sale and subject to a revised estimated purchase price, as more fully described in Note 5 , Note 6 , and Note 16 .
Other properties within West include assets in Oregon, Colorado, Washington, Nevada, Montana, Hawaii, Idaho, Wyoming, and New Mexico. (c) $49.5 million (90.5%) of ABR from properties in Canada is denominated in U.S. dollars, with the balance denominated in Canadian dollars. (d) All ABR from properties in Mexico is denominated in U.S. dollars.
Other properties within West include assets in Utah, Oregon, Colorado, Washington, Montana, Hawaii, Idaho, Wyoming, and New Mexico. (c) $50.4 million (84.4%) of ABR from properties in Canada is denominated in U.S. dollars, with the balance denominated in Canadian dollars. (d) All ABR from properties in Mexico is denominated in U.S. dollars.
During the next 12 months following December 31, 2024 and thereafter, we expect that our significant cash requirements will include: • paying dividends to our stockholders; • funding acquisitions of new investments ( Note 6 ); • funding future capital commitments ( Note 6 ) and tenant improvement allowances; • making scheduled principal and balloon payments on our debt obligations, including $450 million of senior notes that were repaid in February 2025 ( Note 19 ); • making scheduled interest payments on our debt obligations (future interest payments total $1.3 billion, with $246.9 million due during the next 12 months; interest on unhedged variable-rate debt obligations was calculated using the applicable annual variable interest rates and balances outstanding at December 31, 2024); and • other normal recurring operating expenses.
During the next 12 months following December 31, 2025 and thereafter, we expect that our significant cash requirements will include: • paying dividends to our stockholders; • funding acquisitions of new investments ( Note 5 ); • funding future capital commitments ( Note 5 ) and tenant improvement allowances; • making scheduled principal and balloon payments on our debt obligations, including €500 million of senior notes due in April 2026 and $350 million of senior notes due in October 2026 ( Note 11 ); • making scheduled interest payments on our debt obligations (future interest payments total $1.3 billion, with $270.7 million due during the next 12 months; interest on unhedged variable-rate debt obligations was calculated using the applicable annual variable interest rates and balances outstanding at December 31, 2025); and • other normal recurring operating expenses.
Gain on Change in Control of Interests On September 1, 2024, we acquired the remaining interest in an investment in which we already had a joint interest and accounted for under the equity method.
W. P. Carey 2025 10-K – 36 Gain on Change in Control of Interests On September 1, 2024, we acquired the remaining interest in an investment in which we already had a joint interest and accounted for under the equity method.
Cash Requirements and Liquidity As of December 31, 2024, we had (i) $640.4 million of cash and cash equivalents, (ii) $14.6 million of funds that are held by an intermediary and have been designated for future 1031 Exchange transactions ( Note 2 ), and (iii) approximately $1.9 billion of available capacity under our Unsecured Revolving Credit Facility (net of amounts reserved for standby letters of credit totaling $4.9 million).
Cash Requirements and Liquidity As of December 31, 2025, we had (i) $155.3 million of cash and cash equivalents, (ii) $80.9 million of funds that are held by an intermediary and have been designated for future 1031 Exchange transactions ( Note 2 ), (iii) approximately $1.6 billion of available capacity under our Unsecured Revolving Credit Facility (net of amounts reserved for standby letters of credit totaling $1.1 million), and (iv) available proceeds under our ATM Forwards of approximately $412.2 million ( Note 13 ).
Carey 2024 10-K – 44 (g) Amount for the year ended December 31, 2024 is primarily comprised of the write-off of a value added tax receivable that was previously recorded in connection with an international investment.
(f) Amount for the year ended December 31, 2024 is primarily comprised of the write-off of a value added tax receivable that was previously recorded in connection with an international investment. W. P.
(c) Amount for the year ended December 31, 2024 represents a gain recognized on the remaining interest in an investment acquired during the third quarter of 2024, which we had previously accounted for under the equity method ( Note 9 ).
Carey $ 1,098,243 $ 1,035,945 __________ (a) Amount for the year ended December 31, 2024 represents a gain recognized on the remaining interest in an investment acquired during the third quarter of 2024, which we had previously accounted for under the equity method ( Note 8 ).
Asset management revenues from NLOP and CESH are expected to decline as assets are sold (CESH owns one remaining build-to-suit project). Other Advisory Income and Reimbursements Other advisory income and reimbursements are comprised of (i) fixed administrative fees earned from NLOP (upon closing of the Spin-Off on November 1, 2023) and (ii) reimbursable costs from CESH ( Note 5 ).
Asset management revenues from NLOP and CESH are expected to decline as assets are sold (CESH owns one remaining build-to-suit project). Other Advisory Income and Reimbursements Other advisory income and reimbursements are comprised of (i) fixed administrative fees earned from NLOP and (ii) reimbursable costs from CESH ( Note 4 ).
(c) Includes (i) lease revenues of $3.5 million from 12 self-storage operating properties that were converted to net leases on September 1, 2024 ( Note 6 , Note 9 ) and (ii) an increase in lease revenues of $1.5 million as a result of a lease restructuring for 27 existing net-leased self-storage properties that was executed on September 1, 2024.
(b) Includes (i) higher lease revenues of $9.7 million from 16 self-storage operating properties that were converted to net leases in 2024 and 2025 ( Note 5 , Note 8 ) and (ii) higher lease revenues of $1.1 million as a result of a lease restructuring for 27 existing net-leased self-storage properties that was executed on September 1, 2024.
(b) ABR amounts are subject to fluctuations in foreign currency exchange rates. (c) Of the 23 properties leased to ABC Technologies Holdings Inc., nine are located in Canada, eight are located in the United States, and six are located in Mexico.
(b) ABR amounts are subject to fluctuations in foreign currency exchange rates. (c) Of the 21 properties leased to TI Automotive (formerly ABC Technologies), nine are located in Canada, six are located in the United States, and six are located in Mexico. W. P.
This adjustment reflects our FFO or AFFO on a pro rata basis. (f) Primarily comprised of gains and losses on extinguishment of debt, the mark-to-market fair value of equity securities, foreign currency exchange rate movements, and changes in the non-cash allowance for credit losses on loans receivable and finance leases.
(e) Primarily comprised of gains and losses on the mark-to-market fair value of equity securities, foreign currency exchange rate movements, changes in the non-cash allowance for credit losses on loans receivable and finance leases, and extinguishment of debt.
(b) During the first quarter of 2024, we entered into a lease restructuring with our tenant Hellweg, which included (i) abated rent from January 1, 2024 to March 31, 2024, (ii) a reduction in annual base rent, and (iii) the reclassification of 13 properties leased to this tenant from direct financing leases to operating leases ( Note 7 ).
(c) During the first quarter of 2024, we entered into a lease restructuring with our tenant Hellweg, which included (i) abated rent from January 1, 2024 to March 31, 2024 and (ii) a reduction in annual base rent.
Carey 2024 10-K – 34 Income from Finance Leases and Loans Receivable For the year ended December 31, 2024 as compared to 2023, income from finance leases and loans receivable decreased due to the following items (in millions): __________ (a) We sold our U-Haul and State of Andalusia portfolios during the first quarter of 2024.
Our dispositions are more fully described in Note 16 . Income from Finance Leases and Loans Receivable For the year ended December 31, 2025 as compared to 2024, income from finance leases and loans receivable increased due to the following items (in millions): __________ (a) We sold our U-Haul and State of Andalusia portfolios during the first quarter of 2024.
Carey 2024 10-K – 39 Summary of Financing The table below summarizes our Senior Unsecured Notes, our non-recourse mortgages, and our Senior Unsecured Credit Facility (dollars in thousands): December 31, 2024 2023 Carrying Value Fixed rate: Senior Unsecured Notes (a) $ 6,505,907 $ 6,035,686 Unsecured Term Loans subject to interest rate swaps (a) (b) 517,524 549,109 Non-recourse mortgages (a) (c) 401,821 513,863 7,425,252 7,098,658 Variable rate: Unsecured Term Loans (a) 558,302 576,455 Unsecured Revolving Credit Facility 55,448 403,785 Non-recourse mortgages (a) — 65,284 613,750 1,045,524 $ 8,039,002 $ 8,144,182 Percent of Total Debt Fixed rate 92 % 87 % Variable rate 8 % 13 % 100 % 100 % Weighted-Average Interest Rate at End of Year Fixed rate 3.2 % 2.9 % Variable rate 4.7 % 5.1 % Total debt 3.3 % 3.2 % ____________ (a) Aggregate debt balance includes unamortized discount, net, totaling $39.3 million and $31.8 million as of December 31, 2024 and 2023, respectively, and unamortized deferred financing costs totaling $30.9 million and $21.5 million as of December 31, 2024 and 2023, respectively.
Carey 2025 10-K – 37 Summary of Financing The table below summarizes our Senior Unsecured Notes, our non-recourse mortgages, and our Senior Unsecured Credit Facility (dollars in thousands): December 31, 2025 2024 Carrying Value Fixed rate: Senior Unsecured Notes, net (a) $ 6,950,261 $ 6,505,907 Unsecured Term Loans, net subject to interest rate swaps (a) 944,663 517,524 Non-recourse mortgages, net (a) (c) 140,646 401,821 8,035,570 7,425,252 Variable rate: Unsecured Revolving Credit Facility 435,417 55,448 Unsecured Term Loans, net (a) 251,703 558,302 687,120 613,750 $ 8,722,690 $ 8,039,002 Percent of Total Debt Fixed rate 92 % 92 % Variable rate 8 % 8 % 100 % 100 % Weighted-Average Interest Rate at End of Year Fixed rate 3.1 % 3.2 % Variable rate 3.4 % 4.7 % Total debt 3.1 % 3.3 % ____________ (a) Aggregate debt balance includes unamortized discount, net, totaling $39.2 million and $39.3 million as of December 31, 2025 and 2024, respectively, and unamortized deferred financing costs totaling $30.1 million and $30.9 million as of December 31, 2025 and 2024, respectively.
P. Carey $ 1,035,945 $ 1,118,267 Summary FFO (as defined by NAREIT) attributable to W. P. Carey $ 894,343 $ 1,061,226 AFFO attributable to W. P.
P. Carey $ 1,098,243 $ 1,035,945 Summary FFO (as defined by NAREIT) attributable to W. P. Carey $ 875,463 $ 894,343 AFFO attributable to W. P.
Carey $ 460,839 $ 708,334 Adjustments: Depreciation and amortization of real property 485,088 571,750 Gain on sale of real estate, net (a) (74,822) (315,984) Impairment charges — real estate (b) 43,595 86,411 Gain on change in control of interests (c) (31,849) — Proportionate share of adjustments to earnings from equity method investments (d) 11,871 11,381 Proportionate share of adjustments for noncontrolling interests (e) (379) (666) Total adjustments 433,504 352,892 FFO (as defined by NAREIT) attributable to W.
Carey $ 466,359 $ 460,839 Adjustments: Depreciation and amortization of real property 518,414 485,088 Gain on sale of real estate, net (193,793) (74,822) Impairment charges — real estate 70,367 43,595 Gain on change in control of interests (a) — (31,849) Proportionate share of adjustments to earnings from equity method investments (b) 8,400 11,871 Proportionate share of adjustments for noncontrolling interests (c) (d) 5,716 (379) Total adjustments 409,104 433,504 FFO (as defined by NAREIT) attributable to W.
AFFO AFFO decreased in 2024 as compared to 2023, primarily due to the impact of the Spin-Off and Office Sale Program. W. P. Carey 2024 10-K – 26 Portfolio Overview Our portfolio is comprised of operationally-critical, commercial real estate assets net leased to tenants located primarily in the United States and Northern and Western Europe.
AFFO AFFO increased in 2025 as compared to 2024, primarily due to the impact of net investment activity and rent escalations. W. P. Carey 2025 10-K – 25 Portfolio Overview Our portfolio is comprised of operationally-critical, commercial real estate assets net leased to tenants located primarily in the United States and Europe.
Carey decreased in 2024 as compared to 2023, primarily due to lower gain on sale of real estate, non-cash unrealized losses recognized on our investment in shares of Lineage (a cold storage REIT) during 2024 ( Note 10 ), and the impact of the Spin-Off and the Office Sale Program, partially offset by lower impairment charges and a gain on change in control of interests recognized in connection with the purchase of the remaining interest in a jointly owned investment during 2024 ( Note 9 ).
Carey increased in 2025 as compared to 2024, primarily due to a higher gain on sale of real estate, lower unrealized losses recognized on our investment in shares of Lineage ( Note 9 ), and the accretive impact of net investment activity, partially offset by higher losses from remeasurement of foreign debt, a gain on change in control of interests recognized in connection with the purchase of the remaining interest in a jointly owned investment during 2024 ( Note 8 ), and higher impairment charges ( Note 9 ).
Dividends to Stockholders We declared cash dividends totaling $3.490 per share, comprised of four quarterly dividends per share of $0.865, $0.870, $0.875, and $0.880. Consolidated Results (in thousands, except shares) Years Ended December 31, 2024 2023 Total revenues $ 1,583,018 $ 1,741,358 Net income attributable to W. P.
Carey 2025 10-K – 24 Dividends to Stockholders We declared cash dividends totaling $3.620 per share, comprised of four quarterly dividends per share of $0.890, $0.900, $0.910, and $0.920. Consolidated Results (in thousands, except shares) Years Ended December 31, 2025 2024 Total revenues $ 1,716,485 $ 1,583,018 Net income attributable to W. P.
Carey 460,839 708,334 Dividends declared 770,426 880,605 Net cash provided by operating activities (a) 1,833,112 1,073,432 Net cash used in investing activities (1,133,892) (905,883) Net cash (used in) provided by financing activities (688,468) 292,562 Supplemental financial measures (b) : Adjusted funds from operations attributable to W. P.
Carey 466,359 460,839 Dividends declared 799,907 770,426 Net cash provided by operating activities (a) 1,282,319 1,833,112 Net cash used in investing activities (960,140) (1,133,892) Net cash used in financing activities (761,710) (688,468) Supplemental financial measures (b) : Adjusted funds from operations attributable to W. P.
For the periods presented, there were 1,104 existing net-leased properties, including 12 self-storage properties that converted from operating properties to net leases during the third quarter of 2024 ( Note 6 , Note 9 ). W. P.
For the periods presented, there were 1,120 existing net-leased properties, including 12 self-storage properties that converted from operating properties to net leases during 2024 and four self-storage properties that converted from operating properties to net leases during 2025 ( Note 5 , Note 8 ).
Carey 894,343 1,061,226 Adjustments: Other (gains) and losses (f) 137,988 36,184 Straight-line and other leasing and financing adjustments (80,899) (71,869) Stock-based compensation 40,894 34,504 Above- and below-market rent intangible lease amortization, net 26,144 34,164 Amortization of deferred financing costs 18,845 20,544 Merger and other expenses (g) 4,457 4,954 Tax benefit — deferred and other (4,245) (199) Other amortization and non-cash items 2,303 1,735 Proportionate share of adjustments to earnings from equity method investments (d) (3,531) (2,535) Proportionate share of adjustments for noncontrolling interests (e) (354) (441) Total adjustments 141,602 57,041 AFFO attributable to W.
Carey 875,463 894,343 Adjustments: Other (gains) and losses (e) 232,107 137,988 Straight-line and other leasing and financing adjustments (75,589) (80,899) Stock-based compensation 39,894 40,894 Amortization of deferred financing costs 19,172 18,845 Above- and below-market rent intangible lease amortization, net 11,488 26,144 Tax benefit — deferred and other (10,885) (4,245) Other amortization and non-cash items 2,315 2,303 Merger and other expenses (f) 2,247 4,457 Proportionate share of adjustments to earnings from equity method investments (b) 2,374 (3,531) Proportionate share of adjustments for noncontrolling interests (c) (343) (354) Total adjustments 222,780 141,602 AFFO attributable to W.
Portfolio Summary As of December 31, Net-leased Properties 2024 2023 ABR (in thousands) $ 1,337,172 $ 1,339,352 Number of net-leased properties 1,555 1,424 Number of tenants 355 336 Total square footage (in thousands) 176,420 172,668 Occupancy 98.6 % 98.1 % Weighted-average lease term (in years) 12.3 11.7 Operating Properties Number of operating properties: 84 96 Number of self-storage operating properties (a) 78 89 Number of hotel operating properties (b) 4 5 Number of student housing operating properties 2 2 Occupancy (self-storage operating properties) 89.6 % 90.3 % Number of countries 26 26 Total assets (in thousands) $ 17,535,024 $ 17,976,783 Net investments in real estate (in thousands) 14,580,475 14,913,899 Years Ended December 31, 2024 2023 Acquisition volume (in millions) (c) $ 1,477.0 $ 1,264.2 Construction projects completed (in millions) 87.0 60.7 Average U.S. dollar/euro exchange rate 1.0820 1.0813 Average U.S. dollar/British pound sterling exchange rate 1.2781 1.2433 __________ (a) During the third quarter of 2024, we entered into net lease agreements for certain self-storage properties previously classified as operating properties.
Portfolio Summary As of December 31, Net-leased Properties 2025 2024 ABR (in thousands) $ 1,553,312 $ 1,337,172 Number of net-leased properties 1,682 1,555 Number of tenants 371 355 Total square footage (in thousands) 183,498 176,420 Occupancy 98.0 % 98.6 % Weighted-average lease term (in years) 12.0 12.3 Operating Properties Number of operating properties: 16 84 Number of self-storage operating properties 11 78 Number of hotel operating properties 4 4 Number of student housing operating properties 1 2 Occupancy (self-storage operating properties) 87.6 % 89.6 % Number of countries (a) 25 26 Total assets (in thousands) $ 17,990,232 $ 17,535,024 Net investments in real estate (in thousands) 15,469,174 14,580,475 Years Ended December 31, 2025 2024 Acquisition volume (in millions) (b) $ 2,038.5 $ 1,477.0 Construction projects completed (in millions) 68.9 87.0 Average U.S. dollar/euro exchange rate 1.1295 1.0820 Average U.S. dollar/British pound sterling exchange rate 1.3178 1.2781 __________ (a) We sold all of our investments in Norway during 2025 ( Note 16 ).
Carey 2024 10-K – 36 Other Income and Expenses, and Provision for Income Taxes Interest Expense For the year ended December 31, 2024 as compared to 2023, interest expense decreased by $14.5 million, primarily due to (i) lower outstanding balances on our Unsecured Revolving Credit Facility, (ii) the reduction of our mortgage debt outstanding by prepaying or repaying at or close to maturity a total of $583.0 million of non-recourse mortgage loans with a weighted-average interest rate of 4.7% since January 1, 2023, and (iii) the derecognition of non-recourse mortgage loans with an aggregate carrying value totaling $164.7 million in connection with the Spin-Off on November 1, 2023, partially offset by (i) our Unsecured Term Loan due 2026 that we entered into in April 2023 ( Note 12 ) and (ii) higher outstanding balances and interest rates on our Senior Unsecured Notes.
Other Income and Expenses, and Provision for Income Taxes Interest Expense For the year ended December 31, 2025 as compared to 2024, interest expense increased by $13.9 million, primarily due to higher outstanding balances and interest rates on our Senior Unsecured Notes and Unsecured Revolving Credit Facility, partially offset by lower interest rates on our Unsecured Term Loans and the reduction of our mortgage debt outstanding by prepaying or repaying at or close to maturity a total of $480.2 million of non-recourse mortgage loans with a weighted-average interest rate of 4.5% since January 1, 2024 ( Note 11 ).
(c) Amounts for the years ended December 31, 2024 and 2023 include $16.3 million and $38.2 million, respectively, of funding for a construction loan accounted for as an equity method investment ( Note 9 ). Amount for the year ended December 31, 2024 includes $238.6 million of sale-leasebacks classified as loans receivable ( Note 7 ).
Amounts for the years ended December 31, 2025 and 2024 include $3.9 million and $31.9 million, respectively, of funding for two construction loans accounted for as secured loans receivable ( Note 6 ). Amounts for the year ended December 31, 2025 and 2024 include $370.0 million and $238.6 million, respectively, of sale-leasebacks classified as loans receivable ( Note 6 ).
Investing Activities — Our investing activities are generally comprised of real estate-related transactions (purchases and sales) and funding for build-to-suit activities and other capital expenditures on real estate. We also received $24.0 million in 2024 from the repayment of a loan receivable ( Note 7 ).
Investing Activities — Our investing activities are generally comprised of real estate-related transactions (purchases and sales) and funding for build-to-suit activities and other capital expenditures on real estate.
For the year ended December 31, 2024 as compared to 2023, stock-based compensation expense increased by $6.4 million, primarily due to (i) changes in projected performance share units (“PSUs”) payouts of $4.4 million, (ii) the modification of restricted share units (“RSUs”) and PSUs in connection with an executive departure totaling $1.1 million, and (iii) the higher value of RSUs granted in 2024 compared to those RSUs that vested in 2024 totaling $1.0 million.
For the year ended December 31, 2025 as compared to 2024, stock-based compensation expense decreased by $1.0 million, primarily due to the modification of restricted share units (“RSUs”) and performance share units (“PSUs”) in connection with an executive departure in 2024 totaling $1.1 million and a reduction in expense of $0.3 million resulting from the separation of certain employees, partially offset by increases in expense from changes in projected PSU payouts of $0.4 million.
Carey (AFFO) 1,035,945 1,118,267 Diluted weighted-average shares outstanding 220,520,457 215,760,496 __________ (a) Amount for the year ended December 31, 2024 includes $806.8 million of proceeds from the sales of net investments in sales-type leases (U-Haul and State of Andalusia portfolios) ( Note 7 ).
Carey (AFFO) 1,098,243 1,035,945 Diluted weighted-average shares outstanding 221,112,343 220,520,457 __________ (a) Amounts for the years ended December 31, 2025 and 2024 include $200.2 million and $806.8 million, respectively, of proceeds from the sales of net investments in sales-type leases (primarily the Grupo Memora portfolio sold during 2025 and the U-Haul and State of Andalusia portfolios sold during 2024) ( Note 6 ).
These non-GAAP measures should be used in conjunction with net income as defined by GAAP. FFO and AFFO, or similarly titled measures disclosed by other REITs, may not be comparable to our FFO and AFFO measures. W. P. Carey 2024 10-K – 45
FFO and AFFO, or similarly titled measures disclosed by other REITs, may not be comparable to our FFO and AFFO measures. W. P. Carey 2025 10-K – 43
Other Lease-Related Income Other lease-related income is described in Note 6 . W. P. Carey 2024 10-K – 35 Asset Management Revenue During the periods presented, we earned asset management revenue from (i) NLOP (upon closing of the Spin-Off on November 1, 2023) and (ii) Carey European Student Housing Fund I, L.P. (“CESH”) ( Note 5 ).
“Recently acquired operating properties” include one self-storage operating property acquired during 2024 ( Note 5 ). Other Lease-Related Income Other lease-related income is described in Note 5 . Asset Management Revenue During the periods presented, we earned asset management revenue from (i) NLOP and (ii) Carey European Student Housing Fund I, L.P. (“CESH”) ( Note 4 ).
Financial Highlights During the year ended December 31, 2024, we completed the following (as further described in the consolidated financial statements): Real Estate Investments • We acquired 29 investments totaling $1.4 billion ( Note 6 ). • We completed five construction projects at a cost totaling $87.0 million ( Note 6 ). • We funded approximately $16.3 million for a construction loan to build a retail complex in Las Vegas, Nevada, during the year ended December 31, 2024.
Financial Highlights During the year ended December 31, 2025, we completed the following (as further described in the consolidated financial statements): Real Estate Investments • We acquired 31 investments totaling $2.0 billion ( Note 5 , Note 6 ). • We completed three construction projects at a cost totaling $68.9 million ( Note 5 ). • We acquired a 47.50% ownership interest in the partnership that owns the Las Vegas Retail Complex for $5.0 million ( Note 8 ).
As of December 31, 2024, scheduled debt principal payments total $669.5 million during 2025 and $1.5 billion during 2026 ( Note 12 ).
As of December 31, 2025, scheduled debt principal payments total $979.8 million during 2026 and $597.9 million during 2027 ( Note 11 ).
Carey 2024 10-K – 27 Net-Leased Portfolio The tables below represent information about our net-leased portfolio at December 31, 2024 on a pro rata basis and, accordingly, exclude all operating properties. See Terms and Definitions below for a description of pro rata amounts and ABR.
Amount for the year ended December 31, 2024 includes the purchase of the remaining interest in a jointly owned investment for $10.5 million ( Note 8 ). W. P. Carey 2025 10-K – 26 Net-Leased Portfolio The tables below represent information about our net-leased portfolio at December 31, 2025 on a pro rata basis and, accordingly, exclude all operating properties.
(b) The interest rate swaps on these Unsecured Term Loans expired on December 31, 2024, after which the Unsecured Term Loans incur interest at a variable rate. (c) Includes non-recourse mortgages subject to variable-to-fixed interest rate swaps totaling $43.5 million and $45.0 million as of December 31, 2024 and 2023, respectively.
(b) Includes non-recourse mortgages subject to variable-to-fixed interest rate swaps totaling $46.0 million and $43.5 million as of December 31, 2025 and 2024, respectively. Cash Resources At December 31, 2025, our cash resources consisted of the following: • cash and cash equivalents totaling $155.3 million.
The following table presents non-operating income (in thousands): Years Ended December 31, 2024 2023 Change Non-Operating Income Interest income on our cash deposits (a) $ 31,816 $ 6,957 $ 24,859 Realized gains on foreign currency collars ( Note 11 ) 12,521 14,485 (1,964) Dividends from our investment in Lineage ( Note 10 ) 7,899 — 7,899 $ 52,236 $ 21,442 $ 30,794 __________ (a) Increase for the year ended December 31, 2024 as compared to 2023 is due to higher cash deposit balances as a result of proceeds from issuances of Senior Unsecured Notes ( Note 12 ), the Spin-Off, the Office Sale Program, and other dispositions.
The following table presents non-operating income (in thousands): Years Ended December 31, 2025 2024 Change Non-Operating Income Dividends from our investment in Lineage ( Note 9 ) $ 11,294 $ 7,899 $ 3,395 Interest income on our cash deposits (a) 6,345 31,816 (25,471) Realized (losses) gains on foreign currency collars ( Note 10 ) (688) 12,521 (13,209) $ 16,951 $ 52,236 $ (35,285) __________ (a) Decrease for the year ended December 31, 2025 as compared to 2024 is due to lower cash deposit balances as a result of investment activity and debt repayments.
Amount for the year ended December 31, 2024 includes a mark-to-market unrealized loss for our investment in shares of Lineage of $134.0 million ( Note 10 ). W. P.
Amounts for the years ended December 31, 2025 and 2024 include mark-to-market unrealized losses for our investment in shares of Lineage of $103.4 million and $134.0 million, respectively ( Note 9 ).
“Recently acquired net-leased properties” are those that we acquired or placed into service subsequent to December 31, 2022 and that were not sold or held for sale during the periods presented. Since January 1, 2023, we acquired 37 investments (comprised of 342 properties).
In addition, these amounts reflect a decrease in lease revenues of $0.6 million related to lease terminations during the third quarter of 2025 at certain properties leased to Hellweg. “Recently acquired net-leased properties” are those that we acquired or placed into service subsequent to December 31, 2023 and that were not sold or held for sale during the periods presented.
Amount for the year ended December 31, 2023 is primarily comprised of costs incurred in connection with the Spin-Off ( Note 1 , Note 3 ). While we believe that FFO and AFFO are important supplemental measures, they should not be considered as alternatives to net income as an indication of a company’s operating performance.
Carey 2025 10-K – 42 While we believe that FFO and AFFO are important supplemental measures, they should not be considered as alternatives to net income as an indication of a company’s operating performance. These non-GAAP measures should be used in conjunction with net income as defined by GAAP.
(b) Remeasurement of certain monetary assets and liabilities that are held by our subsidiaries in currencies other than their functional currency are included in other gains and (losses). This includes foreign currency-denominated intercompany loans to our foreign subsidiaries that are scheduled for settlement.
P. Carey 2025 10-K – 35 (a) Remeasurement of certain monetary assets and liabilities that are held by our subsidiaries in currencies other than their functional currency are included in other gains and (losses), including certain foreign currency-denominated unsecured debt instruments that are not designated as net investment hedges.
Operating Activities — Net cash provided by operating activities increased by $759.7 million during 2024 as compared to 2023, primarily due to $806.8 million of proceeds received from the sales of net investments in sales-type leases during 2024 ( Note 7 ), partially offset by the impact of the Spin-Off and Office Sale Program ( Note 1 ).
Operating Activities — Net cash provided by operating activities decreased by $550.8 million during 2025 as compared to 2024, primarily due to significantly lower proceeds received from the sales of net investments in sales-type leases ( Note 6 ), partially offset by an increase in cash flow generated from net investment activity, scheduled rent increases at existing properties, and leasing activity.
Operating Expenses Depreciation and Amortization For the year ended December 31, 2024 as compared to 2023, depreciation and amortization expense decreased primarily due to the impact of the Spin-Off ( Note 3 ), the Office Sale Program, and other dispositions, partially offset by the impact of property acquisition activity and certain tenant vacancies (amortization of intangible assets for such properties was accelerated upon vacancy).
Operating Expenses Depreciation and Amortization For the year ended December 31, 2025 as compared to 2024, depreciation and amortization expense increased primarily due to the impact of net investment activity, partially offset by accelerated amortization of intangible assets in connection with certain lease restructurings during the year ended December 31, 2024.
For the periods presented, we recorded operating property revenues from 75 existing operating properties, comprised of 72 self-storage operating properties, two student housing operating properties, and one hotel operating property.
For the periods presented, we recorded operating property revenues from 15 existing operating properties, comprised of ten self-storage operating properties, four hotel operating properties, and one student housing operating property. For the year ended December 31, 2025 as compared to 2024, operating property revenues from these properties decreased, primarily due to lower occupancy at our hotel operating properties.
The following table presents other gains and (losses) (in thousands): Years Ended December 31, 2024 2023 Change Other Gains and (Losses) Non-cash unrealized losses related to a decrease in the fair value of our investment in shares of Lineage ( Note 10 ) $ (134,002) $ — $ (134,002) Change in allowance for credit losses on finance receivables ( Note 7 ) (a) (27,629) (29,074) 1,445 Net realized and unrealized gains (losses) on foreign currency exchange rate movements (b) 11,491 (5,454) 16,945 Gain on repayment of secured loan receivable (c) 10,650 — 10,650 Non-cash unrealized gains (losses) on non-hedging derivatives 1,913 (3,918) 5,831 (Loss) gain on extinguishment of debt (205) 2,940 (3,145) Other (206) (678) 472 $ (137,988) $ (36,184) $ (101,804) __________ (a) As a result of the declining financial position of one of our top ten tenants, we recognized a $28.8 million non-cash allowance for credit loss during the year ended December 31, 2023, based on our expectation of collecting lower rents going forward.
The following table presents other gains and (losses) (in thousands): Years Ended December 31, 2025 2024 Change Other Gains and (Losses) Non-cash unrealized losses related to a decrease in the fair value of our investment in shares of Lineage ( Note 9 ) $ (103,394) $ (134,002) $ 30,608 Net realized and unrealized (losses) gains on foreign currency exchange rate movements (a) (97,723) 11,491 (109,214) Change in allowance for credit losses on finance receivables ( Note 6 ) (27,186) (27,629) 443 Non-cash unrealized (losses) gains on non-hedging derivatives (2,953) 1,913 (4,866) Gain on repayment of secured loan receivable (b) — 10,650 (10,650) Other (851) (411) (440) $ (232,107) $ (137,988) $ (94,119) __________ W.
Property Expenses, Excluding Reimbursable Tenant Costs For the year ended December 31, 2024 as compared to 2023, property expenses, excluding reimbursable tenant costs, increased by $5.2 million, primarily due to the release of real estate taxes accrued for a cash basis tenant during 2023.
Property Expenses, Excluding Reimbursable Tenant Costs For the year ended December 31, 2025 as compared to 2024, property expenses, excluding reimbursable tenant costs, increased by $4.1 million, primarily due to tenant vacancies (which resulted in property expenses no longer being reimbursable) and higher real estate taxes at certain properties. W. P.
General and Administrative For the year ended December 31, 2024 as compared to 2023, general and administrative expenses increased by $2.6 million, primarily due to higher compensation expense and employee benefits expense.
General and Administrative For the year ended December 31, 2025 as compared to 2024, general and administrative expenses increased by $1.7 million, primarily due to higher bonus expense and compensation expense, partially offset by lower professional fees. Impairment Charges — Real Estate Our impairment charges on real estate are described in Note 9 .
Carey 2024 10-K – 32 Revenues The following table presents revenues (in thousands): Years Ended December 31, 2024 2023 Change Real Estate Revenues Lease revenues from: Existing net-leased properties $ 1,164,619 $ 1,129,414 $ 35,205 Recently acquired net-leased properties 152,243 65,201 87,042 Net-leased properties sold, held for sale, derecognized, or reclassified to operating properties or sales-type leases 14,926 232,761 (217,835) Total lease revenues (including reimbursable tenant costs) 1,331,788 1,427,376 (95,588) Income from finance leases and loans receivable 73,262 107,173 (33,911) Operating property revenues from: Existing operating properties 111,170 111,545 (375) Operating properties recently reclassified from net-leased properties or recently acquired 29,696 24,690 5,006 Operating properties sold, held for sale, derecognized, or reclassified to net-leased properties 5,947 44,022 (38,075) Total operating property revenues 146,813 180,257 (33,444) Other lease-related income 20,334 23,333 (2,999) Investment Management Revenues Asset management revenue 6,597 2,184 4,413 Other advisory income and reimbursements 4,224 1,035 3,189 $ 1,583,018 $ 1,741,358 $ (158,340) Lease Revenues “Existing net-leased properties” are those that we acquired or placed into service prior to January 1, 2023 and that were not sold, held for sale, derecognized, or reclassified to operating properties or sales-type leases during the periods presented.
Carey 2025 10-K – 31 Revenues The following table presents revenues (in thousands): Years Ended December 31, 2025 2024 Change Real Estate Revenues Lease revenues from: Existing net-leased properties $ 1,301,431 $ 1,240,374 $ 61,057 Recently acquired net-leased properties 159,994 39,998 119,996 Net-leased properties sold or held for sale 17,779 51,416 (33,637) Total lease revenues (including reimbursable tenant costs) 1,479,204 1,331,788 147,416 Income from finance leases and loans receivable 90,948 73,262 17,686 Operating property revenues from: Operating properties sold, held for sale, or reclassified to net-leased properties 60,117 91,926 (31,809) Existing operating properties 51,751 54,635 (2,884) Recently acquired operating properties 663 252 411 Total operating property revenues 112,531 146,813 (34,282) Other lease-related income 24,561 20,334 4,227 Investment Management Revenues Asset management revenue 4,957 6,597 (1,640) Other advisory income and reimbursements 4,284 4,224 60 $ 1,716,485 $ 1,583,018 $ 133,467 Lease Revenues “Existing net-leased properties” are those that we acquired or placed into service prior to January 1, 2024 and that were not sold, held for sale, or reclassified to operating properties or sales-type leases during the periods presented.
Carey 2024 10-K – 29 Portfolio Diversification by Property Type (in thousands, except percentages) Property Type ABR ABR Percent Square Footage (a) Square Footage Percent Industrial $ 484,660 36.2 % 75,903 43.0 % Warehouse 366,555 27.4 % 66,670 37.8 % Retail (f) 292,425 21.9 % 22,527 12.8 % Other (g) 193,532 14.5 % 11,320 6.4 % Total $ 1,337,172 100.0 % 176,420 100.0 % __________ (a) Includes square footage for any vacant properties.
Carey 2025 10-K – 28 Portfolio Diversification by Property Type (in thousands, except percentages) Property Type ABR ABR Percent Square Footage (a) Square Footage Percent Industrial $ 595,868 38.3 % 83,756 45.6 % Warehouse 390,917 25.2 % 65,676 35.8 % Retail (f) 348,039 22.4 % 22,855 12.5 % Other (g) 218,488 14.1 % 11,211 6.1 % Total $ 1,553,312 100.0 % 183,498 100.0 % __________ (a) Includes square footage for any vacant properties.
Through December 31, 2024, we have funded $247.7 million ( Note 9 ). • We entered into agreements to fund construction loans for projects in Las Vegas, Nevada, and funded $31.9 million during the year ended December 31, 2024 ( Note 7 ). • We committed to fund four construction projects totaling $95.8 million.
In addition, we funded approximately $3.2 million for a construction loan on this project during the year ended December 31, 2025. Through December 31, 2025, we have funded $250.9 million ( Note 6 , Note 8 ). • We committed to fund 11 construction projects totaling $277.3 million (on a consolidated basis).

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeCarey 2024 10-K – 7 • trade disputes with other countries, the possibility of changes to some international trade agreements, and government regulatory actions, including the imposition of tariffs, trade barriers or other protectionist actions; • difficulty in complying with conflicting obligations in various jurisdictions and the burden of observing a variety of evolving foreign laws, regulations, and governmental rules and policies, which may be more stringent than U.S. laws and regulations (including land use, zoning, environmental, financial, and privacy laws and regulations, such as the European Union’s General Data Protection Regulation); • tax requirements vary by country and existing foreign tax laws and interpretations may change (e.g., the on-going implementation of the European Union’s Anti-Tax Avoidance Directives and the new global minimum tax (“Pillar Two”)), which may result in additional taxes on our international investments or additional taxes as a result of Pillar Two; • changes in operating expenses in particular countries or regions; • increased energy and commodity prices in Europe; • foreign exchange rates; and • geopolitical and military conflict risk and adverse market conditions caused by changes in national or regional economic or political conditions, including the ongoing conflict between Russia and Ukraine, rising tensions between China and Taiwan and the conflict in the Middle East (which may impact relative interest rates, the terms or availability of debt financing, customers’ ability and willingness to renew agreements, make payments, and enter into new agreements, and energy costs).
Biggest changeThese investments may be affected by factors particular to the local jurisdiction where the property is located and may expose us to additional risks, including: • enactment of laws relating to foreign ownership of property (including expropriation of investments), or laws and regulations relating to our ability to repatriate invested capital, profits, or cash and cash equivalents back to the United States; • legal systems where the ability to enforce contractual rights and remedies may be more limited than under U.S. law; • trade disputes with other countries, the possibility of changes to some international trade agreements, and government regulatory actions, including the imposition of tariffs, trade barriers or other protectionist actions; • difficulty in complying with conflicting obligations in various jurisdictions and the burden of observing a variety of evolving foreign laws, regulations, and governmental rules and policies, which may be more stringent than U.S. laws and regulations (including land use, zoning, environmental, financial, and privacy laws and regulations, such as the European Union’s General Data Protection Regulation); • tax requirements vary by country and existing foreign tax laws and interpretations may change (e.g., the on-going implementation of the European Union’s Anti-Tax Avoidance Directives and the global minimum tax (“Pillar Two”)), which may result in additional taxes on our international investments or additional taxes as a result of Pillar Two; W.
The lack of direct control over our net-leased properties due to the fact that tenants or managers are responsible for maintenance and other day-to-day management of the properties also makes it difficult for us to collect property-level environmental metrics and to enforce sustainability initiatives, which may impact our ability to comply with certain ESG disclosure requirements or engage effectively with established ESG frameworks and standards, such as the Global Real Estate Sustainability Benchmarks, the Task Force for Climate-Related Financial Disclosures and the Sustainability Accounting Standards Board.
The lack of direct control over our net-leased properties due to the fact that tenants or managers are responsible for maintenance and other day-to-day management of the properties also makes it difficult for us to collect property-level environmental metrics and to enforce sustainability initiatives, which may impact our ability to comply with certain sustainability disclosure requirements or engage effectively with established sustainability frameworks and standards, such as the Global Real Estate Sustainability Benchmarks, the Task Force for Climate-Related Financial Disclosures and the Sustainability Accounting Standards Board.
Failure to hedge effectively against such interest rate and foreign exchange rate changes may have a material adverse effect on our business, financial condition and results of operations.
Failure to hedge effectively against interest rate changes and foreign exchange rate changes may have a material adverse effect on our business, financial condition and results of operations.
Higher interest rates are often the result of challenges in the broader financing markets, and such challenges could impact our ability to arrange third-party debt, including to refinance maturing debt in part or in whole when due. If we are unable to find alternative credit arrangements or other funding sources, our financing needs may not be adequately met. W. P.
Higher interest rates are often the result of challenges in the broader financing markets, and such challenges could impact our ability to arrange third-party debt, including to refinance maturing debt in part or in whole when due. If we are unable to find alternative credit arrangements or other funding sources, our financing needs may not be adequately met.
In addition, environmental liabilities, or costs or operating limitations imposed on a tenant by environmental laws, could affect its ability to make rental payments to us. And although we endeavor to avoid doing so, we may be required, in connection with any future divestitures of property, to provide buyers with indemnifications against potential environmental liabilities. W. P.
In addition, environmental liabilities, or costs or operating limitations imposed on a tenant by environmental laws, could affect its ability to make rental payments to us. And although we endeavor to avoid doing so, we may be required, in connection with any future divestitures of property, to provide buyers with indemnifications against potential environmental liabilities.
Our level of indebtedness could have significant adverse consequences on our business and operations, including the following: • it may increase our vulnerability to changes in economic conditions (including increases in interest rates) and limit our flexibility in planning for, or reacting to, changes in our business and/or industry; • we may be at a disadvantage compared to our competitors with comparatively less indebtedness; • we may be unable to hedge our debt, or such hedges may fail or expire, leaving us exposed to potentially volatile interest or currency exchange rates; • any default on our secured indebtedness may lead to foreclosures, creating taxable income that could hinder our ability to meet the REIT distribution requirements imposed by the Internal Revenue Code; and • we may be unable to refinance our indebtedness or obtain additional financing as needed or on favorable terms.
Our level of indebtedness could have significant adverse consequences on our business and operations, including the following: • it may increase our vulnerability to changes in economic conditions (including increases in interest rates) and limit our flexibility in planning for, or reacting to, changes in our business and/or industry; • we may be at a disadvantage compared to our competitors with comparatively less indebtedness; • we may be unable to hedge our debt, or such hedges may fail or expire, leaving us exposed to potentially volatile interest or currency exchange rates; • any default on our secured indebtedness may lead to foreclosures, creating taxable income that could hinder our ability to meet the REIT distribution requirements imposed by the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”); and • we may be unable to refinance our indebtedness or obtain additional financing as needed or on favorable terms.
Additionally, in the event that we have to declare dividends in-kind in order to satisfy the REIT annual distribution requirements, a holder of our common stock will be required to report dividend income as a result of such distributions even though we distributed no cash or only nominal amounts of cash to such stockholder.
Additionally, in the event that we have to declare dividends in-kind in order to satisfy the REIT annual distribution requirements, a holder of our common stock will be required to report dividend income as a result of such distributions even though we distributed no cash or only nominal amounts of cash to such stockholder. W. P.
If we are unable to successfully collect the data necessary to comply with ESG disclosure requirements, we may be subject to increased regulatory risk; and if such data is incomplete or unfavorable, our relationship with our investor base, our stock price, our ESG ratings and our access to capital may be negatively impacted.
If we are unable to successfully collect the data necessary to comply with sustainability disclosure requirements, we may be subject to increased regulatory risk; and if such data is incomplete or unfavorable, our relationship with our investor base, our stock price, our sustainability ratings and our access to capital may be negatively impacted.
The more favorable tax rate for regular corporate distributions could cause qualified investors to perceive investments in REITs to be less attractive than investments in the stock of corporations that pay distributions, which could adversely affect the value of REIT stocks, including our common stock.
The more favorable tax rate for regular corporate distributions could cause qualified investors to perceive investments in REITs to be less attractive than investments in the stock of corporations that pay distributions, which could adversely affect the value of REIT stocks, including our common stock. W. P.
Given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in our circumstances, no assurance can be given that we will qualify as a REIT for any particular year. W. P.
Given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in our circumstances, no assurance can be given that we will qualify as a REIT for any particular year.
Any TRS assets and operations would continue to be subject, as applicable, to federal and state corporate income taxes and to foreign taxes in the jurisdictions in which those assets and operations are located. Any of these taxes would decrease our earnings and our cash available for distributions to stockholders. W. P.
Any TRS assets and operations would continue to be subject, as applicable, to federal and state corporate income taxes and to foreign taxes in the jurisdictions in which those assets and operations are located. Any of these taxes would decrease our earnings and our cash available for distributions to stockholders.
In addition, in order to continue to qualify as a REIT, any C corporation earnings and profits to which we succeed must be distributed as of the close of the taxable year in which we accumulate or acquire such C corporation’s earnings and profits.
In addition, in order to continue to qualify as a REIT, any C corporation earnings and profits to which we succeed must be distributed as of the close of the taxable year in which we accumulate or acquire such C corporation’s earnings and profits. W. P.
Entry into new asset classes or countries may subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to increased litigation and regulatory risk and costs. W. P.
Entry into new asset classes or countries may subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to increased litigation and regulatory risk and costs.
Carey 2024 10-K – 17 We will also be subject to a federal corporate level tax at the highest regular corporate rate (currently 21%) on all or a portion of the gain recognized from a sale of assets formerly held by any C corporation that we acquire on a carry-over basis transaction occurring within a five-year period after we acquire such assets, to the extent the built-in gain based on the fair market value of those assets on the effective date of the REIT election is in excess of our then tax basis.
We will also be subject to a federal corporate level tax at the highest regular corporate rate (currently 21%) on all or a portion of the gain recognized from a sale of assets formerly held by any C corporation that we acquire on a carry-over basis transaction occurring within a five-year period after we acquire such assets, to the extent the built-in gain based on the fair market value of those assets on the effective date of the REIT election is in excess of our then tax basis.
Furthermore, the REIT distribution requirements may increase the financing we need to fund capital expenditures, future growth, and expansion initiatives, which would increase our total leverage. W. P.
Furthermore, the REIT distribution requirements may increase the financing we need to fund capital expenditures, future growth, and expansion initiatives, which would increase our total leverage.
A significant amount of our leases will expire within the next five years and we may have difficulty re-leasing or selling our properties if tenants do not renew their leases. Approximately 20% of our leases, based on our ABR as of December 31, 2024, are due to expire within the next five years.
A significant amount of our leases will expire within the next five years and we may have difficulty re-leasing or selling our properties if tenants do not renew their leases. Approximately 19% of our leases, based on our ABR as of December 31, 2025, are due to expire within the next five years.
Carey 2024 10-K – 13 • “business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock), or an affiliate thereof, for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes appraisal rights and supermajority voting requirements on these combinations; • “control share” provisions that provide that holders of “control shares” of our company (defined as outstanding voting shares which, when aggregated with all other shares owned or controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares; and • our charter empowers our Board, without stockholder approval, to increase or decrease the aggregate number of shares of our stock or the number of shares of stock of any class or series that we have authority to issue, classify any unissued shares of common stock or preferred stock, reclassify any previously classified, but unissued, shares of common stock or preferred stock into one or more classes or series of stock, and issue such shares of stock so classified or reclassified, and our Board may determine the relative rights, preferences, and privileges of any class or series of common stock or preferred stock issued, including terms that could have the effect of delaying or preventing a change of control transaction.
Our Board may also increase or decrease the common stock ownership limit and/or the aggregate stock ownership limit, so long as the change would not result in five or fewer persons beneficially owning more than 49.9% in value of our outstanding stock; • “business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock), or an affiliate thereof, for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes appraisal rights and supermajority voting requirements on these combinations; • “control share” provisions that provide that holders of “control shares” of our company (defined as outstanding voting shares which, when aggregated with all other shares owned or controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares; and • our charter empowers our Board, without stockholder approval, to increase or decrease the aggregate number of shares of our stock or the number of shares of stock of any class or series that we have authority to issue, classify any unissued shares of common stock or preferred stock, reclassify any previously classified, but unissued, shares of common stock or preferred stock into one or more classes or series of stock, and issue such shares of stock so classified or reclassified, and our Board may determine the relative rights, preferences, and privileges of any class or series of common stock or preferred stock issued, including terms that could have the effect of delaying or preventing a change of control transaction.
Our ability to control the management of our net-leased properties is limited, which could impact our ability to make ESG disclosures.
Our ability to control the management of our net-leased properties is limited, which could impact our ability to make sustainability disclosures.
At December 31, 2024, we had $401.8 million of property-level mortgage debt on a non-recourse basis, which limits our exposure on any property to the amount of equity invested in the property. If we are unable to make our mortgage-related debt payments as required, a lender could foreclose on the property or properties securing its debt.
At December 31, 2025, we had $140.6 million of property-level mortgage debt on a non-recourse basis, which limits our exposure on any property to the amount of equity invested in the property. If we are unable to make our mortgage-related debt payments as required, a lender could foreclose on the property or properties securing its debt.
Carey 2024 10-K – 16 Because the REIT rules limit our ability to receive distributions from TRSs, our ability to fund distribution payments using cash generated through our TRSs may be limited. Our ability to receive distributions from our TRSs is limited by the rules we must comply with in order to maintain our REIT status.
Because the REIT rules limit our ability to receive distributions from TRSs, our ability to fund distribution payments using cash generated through our TRSs may be limited. Our ability to receive distributions from our TRSs is limited by the rules we must comply with in order to maintain our REIT status.
Carey 2024 10-K – 8 While the vast majority of our leases contain rent escalators, including inflation-linked rent escalators, expenses due to inflation or elevated interest rates could increase at a rate higher than our rental and other revenue.
While the vast majority of our leases contain rent escalators, including inflation-linked rent escalators, expenses due to inflation or elevated interest rates could increase at a rate higher than our rental and other revenue.
We may make investments in asset classes or countries outside of our core investment strategy which may be perceived as complicating our strategy relative to our peers. We may need to expand beyond our current asset class mix to grow our portfolio.
Carey 2025 10-K – 18 We may make investments in asset classes or countries outside of our core investment strategy which may be perceived as complicating our strategy relative to our peers. We may need to expand beyond our current asset class mix to grow our portfolio.
There can be no assurance that the insurance we maintain to cover some of these risks will be sufficient to cover the losses from any future breaches of our systems. Further information relating to cybersecurity risk management is discussed in Item 1C. Cybersecurity in this Report. Item 1B. Unresolved Staff Comments. None.
There can be no assurance that the insurance we maintain to cover some of these risks will be sufficient to cover the losses from any future breaches of our systems. Further information relating to cybersecurity risk management is discussed in Item 1C. Cybersecurity in this Report. W. P. Carey 2025 10-K – 19 Item 1B. Unresolved Staff Comments. None.
Even if we continue to qualify as a REIT, certain of our business activities will be subject to other tax liabilities, which will continue to reduce our cash flows, and we will have potential deferred and contingent tax liabilities.
Carey 2025 10-K – 16 Even if we continue to qualify as a REIT, certain of our business activities will be subject to other tax liabilities, which will continue to reduce our cash flows, and we will have potential deferred and contingent tax liabilities.
We may also seek to sell such properties and incur losses due to prevailing market conditions. Some of our properties are designed for the particular needs of a tenant; thus, we may be required to renovate or make rent concessions in order to lease the property to another tenant.
We may also seek to sell such properties and incur losses due to prevailing market conditions. Some of our properties are designed for W. P. Carey 2025 10-K – 8 the particular needs of a tenant; thus, we may be required to renovate or make rent concessions in order to lease the property to another tenant.
Our charter, our bylaws, and Maryland law also contain other provisions that may delay, defer, or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders.
Our charter, our bylaws, and Maryland law also contain W. P. Carey 2025 10-K – 13 other provisions that may delay, defer, or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders.
Because certain covenants in our debt instruments may limit our ability to make required REIT distributions, we could be subject to taxation. Our existing debt instruments include, and our future debt instruments may include, covenants that limit our ability to make required REIT distributions.
Carey 2025 10-K – 14 Because certain covenants in our debt instruments may limit our ability to make required REIT distributions, we could be subject to taxation. Our existing debt instruments include, and our future debt instruments may include, covenants that limit our ability to make required REIT distributions.
In addition, losses in any of our TRSs generally will not provide any tax benefit, except for being carried forward for use against future taxable income in the TRSs. We use TRSs, which may cause us to fail to qualify as a REIT.
In addition, losses in any of our TRSs generally will not provide any tax benefit, except for being carried forward for use against future taxable income in the TRSs. W. P. Carey 2025 10-K – 15 We use TRSs, which may cause us to fail to qualify as a REIT.
As a result, we may be required to liquidate otherwise attractive investments. These actions may reduce our income and amounts available for distribution to our stockholders. Because the REIT rules require us to satisfy certain rules on an ongoing basis, our flexibility or ability to pursue otherwise attractive opportunities may be limited.
These actions may reduce our income and amounts available for distribution to our stockholders. Because the REIT rules require us to satisfy certain rules on an ongoing basis, our flexibility or ability to pursue otherwise attractive opportunities may be limited.
Carey 2024 10-K – 14 Furthermore, our qualification and taxation as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership, and other requirements on a continuing basis.
Furthermore, our qualification and taxation as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership, and other requirements on a continuing basis.
Risks Related to Our Liquidity and Capital Resources Our level of indebtedness could have significant adverse consequences and our cash flow may be insufficient to meet our debt service obligations. Our consolidated indebtedness as of December 31, 2024, was approximately $8.0 billion, representing a consolidated debt to gross assets ratio of approximately 41.6%.
Risks Related to Our Liquidity and Capital Resources Our level of indebtedness could have significant adverse consequences and our cash flow may be insufficient to meet our debt service obligations. Our consolidated indebtedness as of December 31, 2025, was approximately $8.7 billion, representing a consolidated debt to gross assets ratio of approximately 43.4%.
Costs relating to investigation, remediation, or removal of hazardous or toxic substances, or for third-party claims for damages, may be substantial and could exceed any amounts estimated and recorded within our consolidated financial statements.
W. P. Carey 2025 10-K – 9 Costs relating to investigation, remediation, or removal of hazardous or toxic substances, or for third-party claims for damages, may be substantial and could exceed any amounts estimated and recorded within our consolidated financial statements.
A refinancing or sale could affect the rate of return to stockholders and the projected disposition timeline of our assets. Risks Related to our Corporate Structure and Maryland Law Certain provisions of our charter and Maryland law could inhibit changes in control.
A refinancing or sale could affect the rate of return to stockholders and the projected disposition timeline of our assets. W. P. Carey 2025 10-K – 12 Risks Related to our Corporate Structure and Maryland Law Certain provisions of our charter and Maryland law could inhibit changes in control.
In circumstances where the bankruptcy laws of the United States are considered to be more favorable to debtors and/or their reorganization, entities that are not ordinarily perceived as U.S. entities may seek to take advantage of U.S. bankruptcy laws.
Carey 2025 10-K – 10 reorganization or the protection of a debtor’s rights as in the United States. In circumstances where the bankruptcy laws of the United States are considered to be more favorable to debtors and/or their reorganization, entities that are not ordinarily perceived as U.S. entities may seek to take advantage of U.S. bankruptcy laws.
In particular, if the accumulation of cash in our TRSs causes the fair market value of our TRS interests and certain other non-qualifying assets to exceed 20% of the fair market value of our assets, we would lose tax efficiency and could potentially fail to qualify as a REIT. W. P.
In particular, if the accumulation of cash in our TRSs causes the fair market value of our TRS interests and certain other non-qualifying assets to exceed 20% for taxable years through December 31, 2025 and 25% for subsequent taxable years of the fair market value of our assets, we would lose tax efficiency and could potentially fail to qualify as a REIT.
We plan to manage our operations to maintain investment grade status with a capital structure consistent with our current profile. There can be no assurance that we will be able to maintain our current credit ratings. Our credit ratings could change based upon, among other things, our historical and projected business, financial condition, liquidity, results of operations, and prospects.
There can be no assurance that we will be able to maintain our current credit ratings. Our credit ratings could change based upon, among other things, our historical and projected business, financial condition, liquidity, results of operations, and prospects.
Carey 2024 10-K – 10 The value of our real estate is subject to fluctuation.
The value of our real estate is subject to fluctuation.
Carey 2024 10-K – 15 In addition, if we fail to comply with certain asset tests at the end of any calendar quarter, we must generally correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification.
In addition, if we fail to comply with certain asset tests at the end of any calendar quarter, we must generally correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification. As a result, we may be required to liquidate otherwise attractive investments.
In addition, due to the long-term nature of our leases and, in some cases, terms providing for the repurchase of a property by the tenant, a bankruptcy court could recharacterize a net lease transaction as a secured lending transaction.
In addition, due to the long-term nature of our leases and, in some cases, terms providing for the repurchase of a property by the tenant, a bankruptcy court could recharacterize a net lease transaction as a secured lending transaction. Insolvency laws outside the United States may be more or less favorable to W. P.
Since net-lease REITs must be able to deploy capital with agility and consistency, if we cannot access the capital markets upon favorable terms or at all, we may be required to liquidate one or more investments, including when an investment has not yet realized its maximum return, which W. P.
Since net-lease REITs must be able to deploy capital with agility and consistency, if we cannot access the capital markets upon favorable terms or at all, we may be required to liquidate one or more investments, including when an investment has not yet realized its maximum return, which could also result in adverse tax consequences and affect our ability to capitalize on acquisition opportunities and/or meet operational needs.
We have invested, and may continue to invest, in properties located outside the United States. At December 31, 2024, our real estate properties located outside of the United States represented 39% of our ABR and our real estate properties located in Europe represented 33% of our ABR.
At December 31, 2025, our real estate properties located outside of the United States represented 39% of our ABR and our real estate properties located in Europe represented 33% of our ABR.
In addition, a portion of our tenants may fail to meet their obligations to us in full (or at all), or may otherwise seek modifications of such obligations, which would reduce our revenue and increase our expenses. W. P.
In addition, a portion of our tenants may fail to meet their obligations to us in full (or at all), or may otherwise seek modifications of such obligations, which would reduce our revenue and increase our expenses. We may acquire or develop properties or acquire other real estate related companies, and this may create risks.
The primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to our relationship with our tenants, expensive remediation efforts, liability exposure under federal and state law, and private data exposure.
Additionally, as artificial intelligence technologies become increasingly sophisticated, the security risks associated with their use and the potential for misuse also increase. The primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to our relationship with our tenants, expensive remediation efforts, liability exposure under federal and state law, and private data exposure.
Accordingly, we cannot assure you that any such change will not significantly affect our ability to qualify for taxation as a REIT or the federal income tax consequences to you or us. Risks Related to Our Overall Business We are subject to the volatility of the capital markets, which may impact our ability to deploy capital.
Accordingly, we cannot assure you that any such change will not significantly affect our ability to qualify for taxation as a REIT or the federal income tax consequences to you or us. W. P.
A default of a tenant on its lease payments may cause us to lose some of the anticipated revenue from an investment property. The bankruptcy or insolvency of tenants may cause a reduction in our revenue and an increase in our expenses. We have had, and may in the future have, tenants file for bankruptcy protection.
The bankruptcy or insolvency of tenants may cause a reduction in our revenue and an increase in our expenses. We have had, and may in the future have, tenants file for bankruptcy protection.
Even if these events do not directly impact our properties, they have impacted and may continue to impact us and our tenants through increases in insurance, energy or other costs. In addition, the ongoing transition to non-carbon based energy presents certain risks for us and our tenants, including risks related to high energy costs and energy shortages, among other things.
Even if these events do not directly impact our properties, they have impacted and may continue to impact us and our tenants through increases in insurance, energy or other costs.
For example, 22% of our ABR as of December 31, 2024 is concentrated by tenant industry in retail stores and 67% of our ABR as of December 31, 2024 is concentrated in properties located in North America. Because we invest in properties located outside the United States, we are exposed to additional risks.
For example, 9.6% and 9.4% of our ABR as of December 31, 2025 is concentrated by tenant industry in packaged foods & meats and food retail, respectively. Because we invest in properties located outside the United States, we are exposed to additional risks. We have invested, and may continue to invest, in properties located outside the United States.
We may not succeed in consummating desired acquisitions or in completing developments on time or within budget. When we do pursue a project or acquisition, we may not succeed in leasing newly developed or acquired properties at rents sufficient to cover the costs of acquisition or development and operations.
When we do pursue a project or acquisition, we may not succeed in leasing newly developed or acquired properties at rents sufficient to cover the costs of acquisition or development and operations. Difficulties in integrating acquisitions may prove costly or time-consuming and could divert management’s attention from other activities.
We may also abandon acquisition or development opportunities that management has begun pursuing and consequently fail to recover expenses already incurred and will have devoted management’s time to a matter not consummated.
Acquisitions or developments in new markets or industries where we do not have the same level of market knowledge may result in poorer than anticipated performance. We may also abandon acquisition or development opportunities that management has begun pursuing and consequently fail to recover expenses already incurred and will have devoted management’s time to a matter not consummated.
Distributions payable by REITs, in contrast, are generally not eligible for this reduced rate, unless the distributions are attributable to dividends received by the REIT from other corporations that would otherwise be eligible for the reduced rate.
Distributions payable by REITs, in contrast, are generally not eligible for this reduced rate, unless the distributions are attributable to dividends received by the REIT from other corporations that would otherwise be eligible for the reduced rate. Certain non-corporate U.S. stockholders may deduct 20% of their dividends from REITs (excluding qualified dividend income and capital gains dividends).
Changes in laws or regulations, including federal, state, or local laws, relating to climate change could result in increased capital expenditures to improve the energy efficiency of our properties. Because we are subject to possible liabilities relating to environmental matters, we could incur unexpected costs and our ability to sell or otherwise dispose of a property may be negatively impacted.
Because we are subject to possible liabilities relating to environmental matters, we could incur unexpected costs and our ability to sell or otherwise dispose of a property may be negatively impacted.
Future issuances of debt and equity securities may negatively affect the market price of our common stock. We may issue debt or equity securities or incur additional borrowings in the future.
We may issue debt or equity securities or incur additional borrowings in the future.
The credit agreement for our Senior Unsecured Credit Facility and the indentures governing our Senior Unsecured Notes contain financial and operating covenants that, among other things, require us to meet specified financial ratios and may limit our ability to take specific actions, even if we believe them to be in our best interest (e.g., subject to certain exceptions, our ability to consummate a merger, consolidation, or a transfer of all or substantially all of our consolidated assets to another person is restricted).
Carey 2025 10-K – 11 our ability to take specific actions, even if we believe them to be in our best interest (e.g., subject to certain exceptions, our ability to consummate a merger, consolidation, or a transfer of all or substantially all of our consolidated assets to another person is restricted).
If any of our indebtedness is accelerated prior to maturity, we may not be able to repay such indebtedness or refinance such indebtedness on favorable terms, or at all. A downgrade in our credit ratings could materially adversely affect our business and financial condition as well as the market price of our Senior Unsecured Notes.
The breach of any of these covenants could result in a default under our indebtedness, which could result in the acceleration of the maturity of such indebtedness and potentially other indebtedness. If any of our indebtedness is accelerated prior to maturity, we may not be able to repay such indebtedness or refinance such indebtedness on favorable terms, or at all.
Carey 2024 10-K – 11 We may acquire or develop properties or acquire other real estate related companies, and this may create risks. We may acquire or develop properties or acquire other real estate related companies when we believe that an acquisition or development is consistent with our business strategies.
We may acquire or develop properties or acquire other real estate related companies when we believe that an acquisition or development is consistent with our business strategies. We may not succeed in consummating desired acquisitions or in completing developments on time or within budget.
Carey 2024 10-K – 19 Failure to hedge effectively against interest rate changes and foreign exchange rate changes may have a material adverse effect on our business, financial condition and results of operations.
Failure to hedge effectively against such interest rate and foreign exchange rate changes may have a material adverse effect on our business, financial condition and results of operations. Uninsured losses relating to property or excessively expensive premiums for insurance coverage could adversely affect our cash flows and operating results.
Carey 2024 10-K – 18 could also result in adverse tax consequences and affect our ability to capitalize on acquisition opportunities and/or meet operational needs. Moreover, market turmoil could lead to decreased consumer confidence and widespread reduction of business activity, which may materially and adversely impact us, including our ability to acquire and dispose of properties.
Moreover, market turmoil could lead to decreased consumer confidence and widespread reduction of business activity, which may materially and adversely impact us, including our ability to acquire and dispose of properties. Future issuances of debt and equity securities may negatively affect the market price of our common stock.
The direct and indirect impact on us and our tenants from severe weather, flooding, and other effects of climate change, and the economic and reputational impacts of the transition to non-carbon based energy, could adversely affect our financial condition, operating results, and cash flows.
The direct and indirect impact on us and our tenants from severe weather could adversely affect our financial condition, operating results, and cash flows. We may be directly and indirectly adversely impacted by severe weather events, such as hurricanes, drought, flooding and wildfires, some of which may be exacerbated by climate change.
Removed
These investments may be affected by factors particular to the local jurisdiction where the property is located and may expose us to additional risks, including: • enactment of laws relating to foreign ownership of property (including expropriation of investments), or laws and regulations relating to our ability to repatriate invested capital, profits, or cash and cash equivalents back to the United States; • legal systems where the ability to enforce contractual rights and remedies may be more limited than under U.S. law; W.
Added
Carey 2025 10-K – 7 • changes in operating expenses in particular countries or regions; • increased energy and commodity prices in Europe; • foreign exchange rates; • geopolitical and military conflict risk and adverse market conditions caused by changes in national or regional economic or political conditions, which may impact relative interest rates, the terms or availability of debt financing, customers’ ability and willingness to renew agreements, make payments, and enter into new agreements, and energy costs; and • political risks associated with our Eastern European assets as a result of the ongoing conflict between Russia and Ukraine.
Removed
We may be materially adversely affected by laws, regulations or other issues related to climate change as well as by potential physical impacts related to climate change. We are subject to laws and regulations related to climate change. For example, the State of California has enacted climate change disclosure requirements, including emissions requirements.
Added
A default of a tenant on its lease payments may cause us to lose some of the anticipated revenue from an investment property.
Removed
In addition, the European Union Corporate Sustainability Reporting Directive (CSRD) became effective in 2023 and requires expansive disclosures on various sustainability topics. Regulations and other expectations are not uniform, and may be inconsistently interpreted or applied, which can increase the complexity and costs of compliance as well as any associated litigation or enforcement risks. W. P.
Added
Even if our tenants are current on their rent obligations, if several of our tenants face significant financial instability, we may have to engage with such tenants to amend the terms of their existing agreements which could in turn materially affect our business and financial condition.
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Carey 2024 10-K – 9 We are currently assessing our obligations under these laws and regulations but we expect that compliance with these laws and regulations could result in substantial compliance costs, retrofit costs and construction costs, including monitoring and reporting costs and capital expenditures for environmental control facilities and other new equipment.
Added
The credit agreement for our Senior Unsecured Credit Facility and the indentures governing our Senior Unsecured Notes contain financial and operating covenants that, among other things, require us to meet specified financial ratios and may limit W. P.
Removed
We also expect that over time we will likely need to be prepared to contend with overlapping, yet distinct, climate-related disclosure requirements in multiple jurisdictions. Noncompliance with these laws or regulations may result in potential cost increases, litigation, fines, penalties, brand or reputational damage, loss of tenants, lower valuation and higher investor activism activities.
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A downgrade in our credit ratings could materially adversely affect our business and financial condition as well as the market price of our Senior Unsecured Notes. We plan to manage our operations to maintain investment grade status with a capital structure consistent with our current profile.
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We cannot predict how future laws and regulations, or future interpretations of current laws and regulations related to climate change will affect our business, financial condition and results of operations.
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Carey 2025 10-K – 17 Risks Related to Our Overall Business We are subject to the volatility of the capital markets, which may impact our ability to deploy capital.
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Our properties have historically been impacted by severe weather, but the effects have been small or moderate in scope. In the future, the adverse impacts from hurricanes, water shortages, changing sea levels, flooding, wildfires and other severe weather conditions are likely to worsen as a result of climate change.
Added
Although the majority of our tenants are responsible for obtaining insurance on their properties, we maintain insurance coverage on some of our properties with third-party carriers who provide a portion of the coverage of potential losses and we maintain contingency coverage on all of our properties.
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Insolvency laws outside the United States may be more or less favorable to reorganization or the protection of a debtor’s rights as in the United States.
Added
We also currently self-insure a portion of our North American portfolio and NLOP’s North American portfolio through our captive insurance company and may be required to fund additional capital to our captive insurance company, or we may be required to bear that loss. As a result, our cash flows and operating results may be adversely affected.
Removed
Difficulties in integrating acquisitions may prove costly or time-consuming and could divert management’s attention from other activities. Acquisitions or developments in new markets or industries where we do not have the same level of market knowledge may result in poorer than anticipated performance.
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This consolidated indebtedness was comprised of (i) $6.5 billion in Senior Unsecured Notes (as defined in Note 12 ), (ii) $55.4 million outstanding under our Unsecured Revolving Credit Facility (as defined in Note 12 ), (iii) $1.1 billion outstanding under our Unsecured Term Loans (as defined in Note 12 ), and (iv) $401.8 million in non-recourse mortgage loans on various properties.
Removed
The breach of any of these covenants could result in a default under our indebtedness, which could result in the W. P. Carey 2024 10-K – 12 acceleration of the maturity of such indebtedness and potentially other indebtedness.
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Our Board may also increase or decrease the common stock ownership limit and/or the aggregate stock ownership limit, so long as the change would not result in five or fewer persons beneficially owning more than 49.9% in value of our outstanding stock; W. P.
Removed
Effective for taxable years beginning before January 1, 2026, certain non-corporate U.S. stockholders may deduct 20% of their dividends from REITs (excluding qualified dividend income and capital gains dividends).
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Additionally, as artificial intelligence (“AI”) technologies become increasingly sophisticated, the security risks associated with their use and the potential for misuse also increase.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit Committee reviews our enterprise risk and cybersecurity risks. It also reviews the steps management has taken to protect against threats to our information systems and security and receives updates on cybersecurity on a quarterly basis.
Biggest changeIt also reviews the steps management has taken to protect against threats to our information systems and security and receives updates on cybersecurity on a quarterly basis. Our information technology team is led by our Chief Information Officer who reports to our Chief Financial Officer and has extensive experience working with information security systems.
Eradication and recovery activities depend on the nature of the cybersecurity incident. They may include returning affected systems to an operationally ready state and confirming that the affected systems are functioning normally. We have relationships with a number of third party service providers to assist with cybersecurity containment and remediation efforts, including outside legal counsel, vendors and external insurance brokers.
They may include returning affected systems to an operationally ready state and confirming that the affected systems are functioning normally. We have relationships with a number of third party service providers to assist with cybersecurity containment and remediation efforts, including outside legal counsel, vendors and external insurance brokers.
We have also engaged our managed security provider to manage a supply chain defense subscription that will help obtain visibility into cybersecurity risks across third party vendors by proactively identifying, prioritizing, and driving remediation for cyber risks posed by critical business partners.
We have also engaged our managed security provider to manage a supply chain defense subscription that will help obtain visibility into cybersecurity risks across high-risk third party vendors by proactively identifying, prioritizing, and driving W. P. Carey 2025 10-K – 20 remediation for cyber risks posed by critical business partners.
Board oversight of risk is also performed between meetings through the Audit Committee and communications between management and the Board. The Board receives periodic education around cybersecurity risks and best practices. W. P. Carey 2024 10-K – 20 Additionally, the Audit Committee, which consists solely of independent directors, is responsible for overseeing cybersecurity risks and related initiatives.
Board oversight of risk is also performed between meetings through the Audit Committee and communications between management and the Board. The Board receives periodic education around cybersecurity risks and best practices. Additionally, the Audit Committee, which consists solely of independent directors, is responsible for overseeing cybersecurity risks and related initiatives. The Audit Committee reviews our enterprise risk and cybersecurity risks.
Containment, Eradication, Recovery, and Reporting In the event of a cybersecurity incident, the incident response team is responsible for containing the cybersecurity incident, consistent with the procedures in the incident response plan. W. P. Carey 2024 10-K – 21 Once a cybersecurity incident is contained, the focus shifts to remediation.
Containment, Eradication, Recovery, and Reporting In the event of a cybersecurity incident, the incident response team is responsible for containing the cybersecurity incident, consistent with the procedures in the incident response plan. Once a cybersecurity incident is contained, the focus shifts to remediation. Eradication and recovery activities depend on the nature of the cybersecurity incident.
Cybersecurity Risks As of December 31, 2024, we are not aware of any instances of material cybersecurity incidents that impacted the Company in the last three years. However, there can be no assurance that our cybersecurity efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging. See Item 1A.
Cybersecurity Risks As of December 31, 2025, we have not had any known instances of material cybersecurity incidents, including third-party incidents, during any of the last three fiscal years. However, there can be no assurance that our cybersecurity efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging. See Item 1A.
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Our information technology team is led by our Chief Information Officer who reports to our Chief Financial Officer and has extensive experience working with information security systems.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings. 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.
Biggest changeItem 3. Legal Proceedings. 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. W. P. Carey 2025 10-K – 21

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCarey Inc. $ 100.00 $ 94.01 $ 115.52 $ 116.07 $ 104.67 $ 93.59 S&P 500 Index 100.00 118.40 152.39 124.79 157.59 197.02 MSCI US REIT Index 100.00 92.43 132.23 99.82 113.54 123.47 The stock price performance included in this graph is not indicative of future stock price performance.
Biggest changeCarey Inc. $ 100.00 $ 122.88 $ 123.46 $ 111.34 $ 99.55 $ 124.42 S&P 500 Index 100.00 128.71 105.40 133.10 166.40 196.16 MSCI US REIT Index 100.00 143.06 108.00 122.84 133.59 137.53 The stock price performance included in this graph is not indicative of future stock price performance.
The graph does not reflect any adjustments for the Spin-Off of NLOP that was completed on November 1, 2023 and accomplished via a pro rata dividend of one NLOP common share for every 15 shares of WPC common stock outstanding ( Note 3 ). At December 31, 2019 2020 2021 2022 2023 2024 W. P.
The graph does not reflect any adjustments for the Spin-Off of NLOP that was completed on November 1, 2023 and accomplished via a pro rata dividend of one NLOP common share for every 15 shares of WPC common stock outstanding ( Note 3 ). At December 31, 2020 2021 2022 2023 2024 2025 W. P.
Dividends We currently intend to continue paying cash dividends consistent with our historical practice; however, our Board determines the amount and timing of any future dividend payments to our stockholders based on a variety of factors. Refer to Note 14 for information on the tax treatment of our dividends.
Dividends We currently intend to continue paying cash dividends consistent with our historical practice; however, our Board determines the amount and timing of any future dividend payments to our stockholders based on a variety of factors. Refer to Note 13 for information on the tax treatment of our dividends.
Stock Price Performance Graph The graph below provides an indicator of cumulative total stockholder returns for our common stock for the period December 31, 2019 to December 31, 2024, as compared with the S&P 500 Index and the MSCI US REIT Index. The graph assumes a $100 investment on December 31, 2019, together with the reinvestment of all dividends.
Stock Price Performance Graph The graph below provides an indicator of cumulative total stockholder returns for our common stock for the period December 31, 2020 to December 31, 2025, as compared with the S&P 500 Index and the MSCI US REIT Index. The graph assumes a $100 investment on December 31, 2020, together with the reinvestment of all dividends.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is listed on the NYSE under the ticker symbol “WPC.” At February 7, 2025 there were 7,508 registered holders of record of our common stock. This figure does not reflect the beneficial ownership of shares of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is listed on the NYSE under the ticker symbol “WPC.” At February 6, 2026 there were 7,005 registered holders of record of our common stock. This figure does not reflect the beneficial ownership of shares of our common stock.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changePlease see our Annual Report on Form 10-K for the year ended December 31, 2023 for discussion of our financial condition and results of operations for the year ended December 31, 2022. Refer to
Biggest changePlease see our Annual Report on Form 10-K for the year ended December 31, 2024 for discussion of our financial condition and results of operations for the year ended December 31, 2023. Refer to
Item 6. Reserved W. P. Carey 2024 10-K – 23 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding our financial statements and the reasons for changes in certain key components of our financial statements from period to period.
Item 6. Reserved W. P. Carey 2025 10-K – 23 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding our financial statements and the reasons for changes in certain key components of our financial statements from period to period.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe actively work to foster an inclusive corporate culture that respects differences in race, sexual orientation and gender identity, national origin, creeds, and other differences. Employee Wellness and Benefits The health and wellness of our employees and their families are paramount and our comprehensive benefits package is designed to address the evolving needs of our diverse workforce and their dependents.
Biggest changeWe actively work to foster an inclusive corporate culture that respects differences in race, sexual orientation and gender identity, national origin, creeds, and other differences.
All filings we make with the SEC, including this Report, our quarterly reports on Form 10-Q, and our current reports on Form 8-K, as well as any amendments to those reports, are available for free on the Investor Relations portion of our website (http://www.wpcarey.com), as soon as reasonably practicable after they are filed with or furnished to the SEC.
All filings we make with the SEC, including this Report, our quarterly reports on Form 10-Q, and our current reports on Form 8-K, as well as any amendments to those reports, are available for free on the Investor Relations portion of our website (http://www.wpcarey.com), as soon as reasonably practicable after they are filed with or furnished to the SEC. W.
We offer various types of training, including trainings focused on maintaining a supportive corporate culture, safety and cybersecurity trainings, executive coaching to facilitate leadership development and trainings focused on job skills and development. By engaging with our employees and investing in their careers through training and development, we have built a talented workforce capable of executing our business strategies.
We offer various types of training, including those focused on maintaining a supportive corporate culture, safety, and cybersecurity, coaching to facilitate leadership development, and trainings focused on job skills and development. By engaging with our employees and investing in their careers through training and development, we have built a talented workforce capable of executing our business strategies.
Carey 2024 10-K – 6 Available Information We will supply to any stockholder, upon written request and without charge, a copy of this Report as filed with the SEC. Our filings can also be obtained for free on the SEC’s website at http://www.sec.gov.
Available Information We will supply to any stockholder, upon written request and without charge, a copy of this Report as filed with the SEC. Our filings can also be obtained for free on the SEC’s website at http://www.sec.gov.
Our quarterly earnings conference call and investor presentations are accessible by the public. We generally announce via press release the dates and conference call details for upcoming scheduled quarterly earnings announcements and webcast investor presentations, which are also available in the Investor Relations section of our website approximately ten days prior to the event.
P. Carey 2025 10-K – 6 Our quarterly earnings conference call and investor presentations are accessible by the public. We generally announce via press release the dates and conference call details for upcoming scheduled quarterly earnings announcements and webcast investor presentations, which are also available in the Investor Relations section of our website approximately ten days prior to the event.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Portfolio Overview .
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Portfolio Overview . W. P.
Carey is an equal opportunity employer and considers qualified applicants regardless of race, color, religion, sexual orientation, gender, gender identity or expression, national origin, age, disability, military or veteran status, genetic information, or other statuses protected by applicable federal, state, and local law.
We are an equal opportunity employer and consider qualified applicants regardless of race, color, religion, sexual orientation, gender, gender identity or expression, pregnancy, age, disability, military or veteran status, genetic information, or other statuses protected by applicable federal, state, and local law.
Additional information regarding our human capital programs and initiatives is available in our annual Proxy Statement and Environmental, Social, and Governance (“ESG”) Report, which can be found on our company website. Information on our website, including our ESG Report, is not incorporated by reference into this Report. W. P.
Additional information regarding our human capital programs and initiatives is available in our annual Proxy Statement and Corporate Responsibility Report, which can be found on our company website. Information on our website, including our Corporate Responsibility Report, is not incorporated by reference into this Report.
Tenant/Lease Information At December 31, 2024, our tenants/leases had the following characteristics: • Number of tenants — 355; • Investment grade tenants as a percentage of total ABR — 16%; • Implied investment grade tenants as a percentage of total ABR — 8%; • Weighted-average lease term — 12.3 years; • 99.6% of our leases as a percentage of total ABR provide rent adjustments as follows: ◦ CPI and similar — 50.7% ◦ Fixed — 45.7% ◦ Other — 3.2% Human Capital Investing in Our Employees At December 31, 2024, we had 203 employees, 146 of which were located in the United States and 57 of which were located in Europe.
Carey 2025 10-K – 5 Tenant/Lease Information At December 31, 2025, our tenants/leases had the following characteristics: • Number of tenants — 371; • Investment grade tenants as a percentage of total ABR — 15%; • Implied investment grade tenants as a percentage of total ABR — 7%; • Weighted-average lease term — 12.0 years; • 99.7% of our leases as a percentage of total ABR provide rent adjustments as follows: ◦ CPI and similar — 48.4% ◦ Fixed — 48.2% ◦ Other — 3.1% Human Capital Investing in Our Employees At December 31, 2025, we had 199 employees, 145 of which were located in the United States and 54 of which were located in Europe.
We seek to hire and retain a highly qualified workforce in compliance with applicable federal and other laws and regulations. We strive to make W. P. Carey a great place to work by attracting a diverse pool of the best and brightest applicants and making them feel supported as they grow with the company.
We seek to hire and retain a highly qualified workforce in compliance with applicable federal and other laws and regulations. We strive to attract the best and brightest applicants and support them as they grow with the company.
We intend to make available on our website any future amendments or waivers to our Code of Business Conduct and Ethics within four business days after any such amendments or waivers. We are providing our website address solely for the information of investors and do not intend for it to be an active link.
We intend to make available on our website all disclosures that are required under the Securities Exchange Act of 1934 or NYSE listing standards concerning amendments or waivers to our Code of Business Conduct and Ethics. We are providing our website address solely for the information of investors and do not intend for it to be an active link.
Our benefits package is evaluated on an annual basis. In addition to robust health and wellness benefits, we also provide our employees with competitive compensation programs, with a focus on both current compensation and retirement planning for their future.
Employee Wellness and Benefits Supporting our employees and their families is one of our top priorities and our comprehensive benefits package is designed to address the evolving needs of our workforce and their dependents In addition to robust health and wellness benefits, we also provide our employees with competitive compensation programs, with a focus on both current compensation and retirement planning for their future.
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Inclusive Culture We believe that our success is dependent upon the diverse backgrounds and perspectives of our employees and directors. W. P.
Added
Inclusive Culture When we Invest for the Long Run, our employees are at the core of that philosophy. We strive to make W. P. Carey a great place to work and to maintain a culture where everyone feels valued for who they are and what they contribute.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest change(b) Amounts include non-recourse mortgages and unsecured term loans subject to variable-to-fixed interest rate swaps. Amounts are primarily comprised of principal payments for our Senior Unsecured Notes ( Note 12 ). In February 2025, we repaid our $450 million of 4.0% Senior Notes due 2025 at maturity ( Not e 19 ).
Biggest change(b) Amounts include non-recourse mortgages and unsecured term loans subject to variable-to-fixed interest rate swaps. Amounts are primarily comprised of principal payments for our Senior Unsecured Notes ( Note 11 ). The estimated fair value of our fixed-rate debt and our variable-rate debt is affected by changes in interest rates.
We have entered into, and may continue to enter into, interest rate swap agreements or interest rate cap agreements with counterparties related to certain of our variable-rate debt. See Note 11 for additional information on our interest rate swaps and caps.
We have entered into, and may continue to enter into, interest rate swap agreements or interest rate cap agreements with counterparties related to certain of our variable-rate debt ( Note 11 ). See Note 10 for additional information on our interest rate swaps and caps.
While we believe our portfolio is well-diversified, it does contain concentrations in certain areas. For the year ended December 31, 2024, our consolidated portfolio had the following significant characteristics in excess of 10%, based on the percentage of our consolidated total revenues: • 64% related to domestic operations; and • 36% related to international operations.
While we believe our portfolio is well-diversified, it does contain concentrations in certain areas. For the year ended December 31, 2025, our consolidated portfolio had the following significant characteristics in excess of 10%, based on the percentage of our consolidated total revenues: • 64% related to domestic operations; and • 36% related to international operations.
We estimate that, for a 1% increase or decrease in the exchange rate between the euro, British pound sterling, or Danish krone and the U.S. dollar, there would be a corresponding change in the projected estimated cash flow (scheduled future rental revenues, net of scheduled future debt service payments for the next 12 months) for our consolidated foreign operations at December 31, 2024 of $1.8 million, $0.3 million, and $0.2 million, respectively, excluding the impact of our derivative instruments.
We estimate that, for a 1% increase or decrease in the exchange rate between the euro, British pound sterling, or Danish krone and the U.S. dollar, there would be a corresponding change in the projected estimated cash flow (scheduled future rental revenues, net of scheduled future debt service payments for the next 12 months) for our consolidated foreign operations at December 31, 2025 of $2.3 million, $0.4 million, and $0.3 million, respectively, excluding the impact of our derivative instruments.
Carey 2024 10-K – 46 Foreign Currency Exchange Rate Risk We own international investments, primarily in Europe, Canada, and Japan, and as a result are subject to risk from the effects of exchange rate movements in various foreign currencies, primarily the euro, the British pound sterling, the Danish krone, the Canadian dollar, the Japanese yen, and certain other currencies which may affect future costs and cash flows.
Carey 2025 10-K – 44 Foreign Currency Exchange Rate Risk We own international investments, primarily in Europe, Canada, and Japan, and as a result are subject to risk from the effects of exchange rate movements in various foreign currencies, primarily the euro, British pound sterling, Danish krone, Canadian dollar, Japanese yen, and certain other currencies which may affect future costs and cash flows.
We enter into foreign currency collars to hedge certain of our foreign currency cash flow exposures. See Note 11 for additional information on our foreign currency collars.
We enter into foreign currency collars to hedge certain of our foreign currency cash flow exposures. See Note 10 for additional information on our foreign currency collars.
Our debt obligations are more fully described in Note 12 and Liquidity and Capital Resources — Summary of Financing in Item 7 above.
Our debt obligations are more fully described in Note 11 and Liquidity and Capital Resources — Summary of Financing in Item 7 above.
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, we are subject to variable-rate interest on our Unsecured Term Loans, Unsecured Revolving Credit Facility, and certain of our non-recourse mortgage debt.
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, we are subject to variable-rate interest on our Unsecured Term Loans and Unsecured Revolving Credit Facility.
We have obtained, and may in the future obtain, non-recourse mortgage financing in the local currency. We have also completed several offerings of euro-denominated senior notes, and have borrowed under our Senior Unsecured Credit Facility and Unsecured Term Loan due 2026 in foreign currencies, including the euro, British pound sterling, and Japanese yen ( Note 12 ).
We have obtained, and may in the future obtain, non-recourse mortgage financing in the local currency. We have also completed several offerings of euro-denominated senior notes, and have borrowed under our Senior Unsecured Credit Facility and Unsecured Term Loan due 2029 in foreign currencies, including the euro, British pound sterling, Japanese yen, and Canadian dollar ( Note 11 ).
Annual interest expense on our unhedged variable-rate debt that does not bear interest at fixed rates at December 31, 2024 would increase or decrease by $3.8 million for our British pound sterling-denominated debt, $2.2 million for our euro-denominated debt, and by $0.2 million for our Japanese yen-denominated debt for each respective 1% change in annual interest rates. W. P.
Annual interest expense on our unhedged variable-rate debt that does not bear interest at fixed rates at December 31, 2025 would increase or decrease by $3.2 million for our euro-denominated debt, $0.5 million for our Canadian dollar-denominated debt, $0.4 million for our British pound sterling-denominated debt, and by $0.2 million for our Japanese yen-denominated debt for each respective 1% change in annual interest rates.
At December 31, 2024, our net-lease portfolio, which excludes our operating properties, had the following significant property and lease characteristics in excess of 10% in certain areas, based on the percentage of our ABR as of that date: • 61% related to domestic properties; • 39% related to international properties; • 36% related to industrial facilities, 27% related to warehouse facilities, and 22% related to retail facilities; and • 22% related to the retail stores industry (including automotive dealerships).
At December 31, 2025, our net-lease portfolio, which excludes our operating properties, had the following significant property and lease characteristics in excess of 10% in certain areas, based on the percentage of our ABR as of that date: • 61% related to domestic properties; • 39% related to international properties; and • 38% related to industrial facilities, 25% related to warehouse facilities, and 22% related to retail facilities.
The following table presents principal cash flows based upon expected maturity dates of our debt obligations outstanding at December 31, 2024 (in thousands): 2025 2026 2027 2028 2029 Thereafter Total Fair Value Fixed-rate debt (a) (b) $ 669,459 $ 1,479,745 $ 529,329 $ 591,068 $ 492,535 $ 3,730,015 $ 7,492,151 $ 7,119,253 Variable-rate debt (a) $ — $ — $ — $ 561,653 $ 55,448 $ — $ 617,101 $ 645,418 __________ (a) Amounts are based on the exchange rate at December 31, 2024, as applicable.
The following table presents principal cash flows based upon expected maturity dates of our debt obligations outstanding at December 31, 2025 (in thousands): 2026 2027 2028 2029 2030 Thereafter Total Fair Value Fixed-rate debt (a) (b) $ 979,753 $ 597,920 $ 1,026,968 $ 1,100,450 $ 1,017,519 $ 3,381,294 $ 8,103,904 $ 7,839,512 Variable-rate debt (a) $ — $ — $ 252,625 $ 435,417 $ — $ — $ 688,042 $ 721,820 __________ (a) Amounts are based on the exchange rate at December 31, 2025, as applicable.
Removed
The estimated fair value of our fixed-rate debt and our variable-rate debt is affected by changes in interest rates.

Other WPC 10-K year-over-year comparisons