W. P. Carey Inc美股招股说明书(2026-02-12版)

Interest payable on February W. P. Carey Inc. (“W. P. Carey”) is offering €aggregate principal amount of its% Senior Notes due 20(the “20notes”) and €aggregate principal amount of its% Senior Notes due 20(the “20notes”). Werefer to the 20notes and the 20notes together as the “notes.” The notes will be issued in book-entry form only, inminimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. We will pay interest on thenotes annually in arrears on Februaryof each year, beginning on February, 2027. The 20notes will mature on, 20and the 20notes will mature on, 20. However, we may, at our option, redeem the notes, in whole at any time or in part from time to time, at theapplicable redemption price described in this prospectus supplement under the caption “Description of the 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 thebenefits of, or be subject to, any sinking fund. Investing in the notes involves risks. Before making a decision to invest in the notes, you should carefully read theinformation under the caption “Risk Factors” beginning on pageS-7of this prospectus supplement and in ourAnnualReport on Form 10-K for the year ended December31, 2025 (filed with the Securities and Exchange Commission (the“SEC”) on February 11, 2026), as well as additional information and risks that we disclose in reports that we subsequentlyfile, in each instance, with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”),which are, or are deemed to be, incorporated by reference in this prospectus supplement and the accompanying prospectus. Neither the SEC nor any state or other securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. (1)Plus accrued interest, if any, from February, 2026, if settlement occurs after that date. The notes are a new issue of securities with no established trading market. Application has been made for the notesto be admitted to the Official List of the Irish Stock Exchange plc, trading as Euronext Dublin (“Euronext Dublin”) andtraded on the Global Exchange Market of Euronext Dublin (“GEM”). Application has been made for the ListingParticulars (as defined below) to be approved as “listing particulars” by Euronext Dublin. We have no obligation tomaintain such listing, and we may delist the notes at any time. The underwriters expect to deliver the notes in book-entry form under the New Safekeeping Structure (the “NSS”)through Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking S.A.(“Clearstream”) (together, Euroclear and Clearstream are referred to herein as the “ICSDs”), on or about February,2026 which is thebusiness day following the date of pricing, February, 2026 (the “Pricing Date”) (suchsettlement cycle being referred to as “T+”). Upon issuance, each series of notes will be represented by a global notein registered form (the “Global Notes”), which are expected to be deposited with a common safekeeper (“CommonSafekeeper”) for Euroclear and Clearstream and registered in the name of the nominee of the Common Safekeeper.The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offerto sell and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Joint Book-Running Managers Wells Fargo Securities Barclays The date of this prospectus supplement is February, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiFORWARD-LOOKING STATEMENTSS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-3RISK FACTORSS-7CURRENCY CONVERSIONS-13USE OF PROCEEDSS-14DESCRIPTION OF THE NOTESS-15MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS RELEVANT TO HOLDERS OFOUR NOTESS-30UNDERWRITING (CONFLICTS OF INTEREST)S-37LEGAL MATTERSS-41EXPERTSS-42WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCES-43LISTING AND GENERAL INFORMATIONS-44PROSPECTUSABOUT THIS PROSPECTUS1FORWARD LOOKING STATEMENTS2THE REGISTRANTS3RISK FACTORS4USE OF PROCEEDS5DESCRIPTION OF CAPITAL STOCK6CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER ANDBYLAWS11DESCRIPTION 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 FIN