W. P. Carey Announces $432M Forward Share Sale to Fund Investments, Reduce Debt

W. P. Carey raises forward-sale capital to fund investments and debt reduction

W. P. Carey is raising capital through a forward sale of 6.0 million common shares, with underwriters granted a 30‑day option to buy an additional 900,000 shares, in a transaction that prices on Feb. 17, 2026 for gross proceeds of about $432 million. The industrial and commercial property net-lease real estate investment trust is entering into forward sale agreements with Bank of America, N.A. and JPMorgan Chase Bank, N.A. (or affiliates), and names BofA Securities and J.P. Morgan as joint book‑running managers. Under the agreements the forward purchasers are expected to borrow from third parties and sell those shares to the underwriters, allowing physical settlement and receipt of cash proceeds at dates the company may specify within roughly 24 months.

The company intends to use any net proceeds from settlement to fund potential future investments, repay indebtedness — including amounts outstanding under its unsecured revolving credit facility — and for general corporate purposes. Using a forward sale lets W. P. Carey lock in financing capacity now while deferring actual share issuance and cash receipt, providing flexibility to time capital deployment against acquisition opportunities or refinancing needs in its portfolio of net‑lease properties. The structure also permits the company to elect cash or net‑share settlement, and it expects to physically settle and receive proceeds, subject to customary adjustments, within the approximately 24‑month period.

W. P. Carey frames the transaction as part of ongoing balance‑sheet management aimed at supporting its investment pipeline and liquidity profile without immediate dilution. The REIT is managing its capital stack by combining forward equity issuance with available credit lines and debt markets, a common approach in the sector to preserve purchasing power for property acquisitions and to refinance higher‑cost borrowings. The firm’s decision to route the deal through major banks and to use forward purchasers that obtain shares from third‑party lenders underscores a preference for structured equity solutions that align timing of proceeds with strategic needs.

Settlement mechanics and timeline

Under the forward sale agreements, the company is obligated to issue and deliver the underlying shares upon physical settlement on one or more dates the company specifies no later than roughly 24 months from the prospectus supplement date. The mechanics involve borrowing by forward purchasers and a potential election between cash and net‑share settlement by W. P. Carey.

Regulatory and offering disclosure

A registration statement relating to the securities is effective under the Securities Act, and the offering is made by prospectus supplement and base prospectus. The company advises potential investors to read the prospectus supplement for full details.