Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On November 19, 2024, W. P. Carey Inc. (the "Company") consummated the public offering (the "Offering") of €600 million aggregate principal amount of 3.700% Senior Notes due 2034 (the "Senior Notes"). The Offering settled on November 19, 2024 and was made pursuant to (i) the Company's automatic shelf registration statement on Form S-3 (File No. 333-264613), filed with the Securities and Exchange Commission on May 2, 2022; and (ii) a final prospectus supplement relating to the Senior Notes, dated as of November 14, 2024. The Company intends to use the net proceeds from this Offering for general corporate purposes, including to fund potential future investments (including acquisitions and development and redevelopment activities) and to repay certain indebtedness, including amounts outstanding under its unsecured revolving credit facility and all or a portion of its $450 million in aggregate principal amount outstanding under its 4.00% Senior Notes due February 2025.

The terms of the Senior Notes are governed by an indenture, dated as of March 14, 2014 (the "Base Indenture"), by and between the Company, as issuer, and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank, National Association, as trustee (the "Trustee"), as supplemented by the Eleventh Supplemental Indenture dated as of November 19, 2024 (the "Eleventh Supplemental Indenture" and together with the Base Indenture, the "Indenture"), by and between the Company and the Trustee.

The Senior Notes bear interest at 3.700% per annum, accruing from November 19, 2024. Interest on the Senior Notes is payable annually on November 19 of each year, commencing on November 19, 2025. The Senior Notes will mature on November 19, 2034. The Senior Notes are the Company's direct, unsecured and unsubordinated obligations and will rank equally in right of payment with all of the Company's existing and future unsecured and unsubordinated indebtedness.

The Company may redeem the Senior Notes at any time in whole, or from time to time in part, at the make-whole redemption price specified in the Eleventh Supplemental Indenture. If the Senior Notes are redeemed on or after August 19, 2034 (three months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

The Indenture contains covenants that, among other things, require the Company to maintain at all times a specified ratio of unencumbered assets to unsecured debt and limit the Company from incurring secured and unsecured indebtedness. However, those covenants are subject to significant exceptions. In addition, our ability to consummate a merger, consolidation or a transfer of all or substantially all of our consolidated assets to another person is limited unless certain conditions are satisfied. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.

The foregoing descriptions of the Base Indenture and the Eleventh Supplemental Indenture in this Current Report on Form 8-K do not purport to be complete, and are qualified in their entirety by reference to Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.