W. P. Carey Inc美股招股说明书(2025-07-08版)

4.650% Senior Notes due 2030 Interest payable on January 15 and July 15 W. P. Carey Inc. (“W. P. Carey”) is offering $400,000,000 aggregate principal amount of its 4.650% Senior Notes due 2030(the “notes”). We will pay interest semiannually in arrears on January15 and July15 of each year, beginning on January15,2026. The notes will mature on July15, 2030. However, we may, at our option, redeem the notes, in whole at any time or in partfrom time to time at the applicable redemption price described in this prospectus supplement under the caption “Description ofthe Notes — Optional Redemption.” The notes will be our senior unsecured obligations and will rank equally in right of paymentwith all of our other senior unsecured indebtedness from time to time outstanding. The notes will not be entitled to the benefitsof, or be subject to, any sinking fund. The notes will be a new issue of securities with no established trading market. We do not intend to apply for listing of thenotes on any securities exchange or for quotation of the notes on any automated dealer quotation system. Investing in the notes involves risks. Before making a decision to invest in the notes, you should carefully read the informationunder the caption “Risk Factors” beginning on pageS-5of this prospectus supplement and in ourAnnual Report on Form 10-K forthe year ended December31, 2024 (filed with the Securities and Exchange Commission (the “SEC”) on February12, 2025), as well asadditional information and risks that we disclose in reports that we subsequently file, in each instance, with the SEC pursuant to theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), which are, or are deemed to be, incorporated by reference in thisprospectus supplement and the accompanying prospectus. Neither the SEC nor any state or other securities commission has approved or disapproved of these securities or determined ifthis prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository TrustCompany for the accounts of its participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV, on or about July10, 2025. SMBC Nikko The date of this prospectus supplement is July 7, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-iiFORWARD-LOOKING STATEMENTSS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-2RISK FACTORSS-5USE OF PROCEEDSS-9DESCRIPTION OF THE NOTESS-10UNDERWRITING (CONFLICTS OF INTEREST)S-21LEGAL MATTERSS-25EXPERTSS-26WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCES-27 ABOUT THIS PROSPECTUS1FORWARD LOOKING STATEMENTS2THE REGISTRANTS3RISK FACTORS4USE OF PROCEEDS5DESCRIPTION OF CAPITAL STOCK6CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS11DESCRIPTION OF DEPOSITARY SHARES14DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS15DESCRIPTION OF WARRANTS16DESCRIPTION OF COMPANY DEBT SECURITIES17DESCRIPTION OF WPC FINANCE DEBT SECURITIES AND THE GUARANTEE30MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS RELEVANT TO HOLDERS OFOUR COMMON STOCK47MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS RELEVANT TO HOLDERS OFOUR DEBT SECURITIES67PLAN OF DISTRIBUTION73WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE75EXPERTS76SELLING SECURITYHOLDERS76LEGAL MATTERS76 You should rely only on the information contained in, or incorporated or deemed to be incorporated byreference in, this prospectus supplement and the accompanying prospectus, and in any free writing prospectusprepared by us or on our behalf. Neither we nor the underwriters have authorized anyone to provide you withdifferent or additional information. If anyone provides you with different or additional information, you shouldnot rely on it. Neither we nor the underwriters are making an offer to sell these securities in any jurisdictionwhere the offer or sale is not permitted. You should not assume that the information contained in, orincorporated or deemed to be incorporated by reference in, this prospectus supplement and the accompanyingprospectus, or in any free writing prospectus prepared by us, is accurate as of any date other than the respectivedates of such documents or such other dates as may be specified herein or therein. Our business, financialcondition, liquidity, creditworthiness, results of operations, funds from operations (“FFO”), adjusted fundsfrom operations (“AFFO”) and prospects may have changed since those respective dates. ABOUT THIS PROSPECTUS SUPPLEMENT We are providing information to you about this offering in two parts. The first part is this prospectussupplement, which gives certain information about us and describes certain terms of the notes and the offerand sale of the notes. The second part, the accompanying prospectus, gives more general information aboutus and the securities that we may offer from time